Attached files
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8-K - CURRENT REPORT - LINDE PLC | lin-20601231.htm |
Exhibit
99.1
Press release
Linde Reports Full-Year and Fourth-Quarter 2019
Results
Full-Year 2019 Highlights
➢
Sales of $28.2
billion, up 4% ex-FX
➢
Operating profit of
$2.9 billion, adjusted pro forma operating profit of $5.3
billion
➢
EPS of $4.00,
adjusted pro forma EPS of $7.34
➢
Returned $7.7
billion to shareholders via dividends, share repurchases and
minority shareholder squeeze-out
Fourth-Quarter 2019 Highlights
➢
Sales of $7.1
billion, up 3% ex-FX
➢
Operating profit of
$0.7 billion, adjusted pro forma operating profit of $1.3
billion
➢
Strong operating
cash flow of $2.2 billion
➢
EPS of $0.94,
adjusted pro forma EPS of $1.89
2020 Guidance
➢
First-quarter
adjusted EPS guidance of $1.86 to $1.94*, +11% to +16%,
ex-FX
➢
Full-year adjusted
EPS guidance of $8.00 - $8.25*, +10% to +13%, ex-FX
Sustainability
➢
Set new 2028
sustainability targets including 35% reduction in Greenhouse Gas
emissions intensity** by
2028
Guildford,
UK, February 13, 2020 – Linde plc (NYSE: LIN; FWB: LIN) today
reported fourth-quarter income from continuing operations of $507
million and diluted earnings per share of $0.94. Excluding Linde AG
purchase accounting impacts and other charges, adjusted pro forma
income from continuing operations was $1,024 million, up 22% versus
prior year and down 3% sequentially. Adjusted pro forma earnings
per share were $1.89, 25% above prior year or 27% excluding
negative currency effect.
Linde’s
sales for the fourth quarter were $7,080 million. Pro forma sales
were $7,077 million, up 3% versus prior year excluding negative
currency. Volume increased 1% while price improved 2% and was
attained across all geographic segments.
Fourth-quarter
operating profit was $655 million. Adjusted pro forma operating
profit of $1,347 million was 17% above prior year or 19% when
excluding unfavorable currency.
Fourth-quarter
operating cash flow of $2,174 million increased $302 million versus
the third quarter, primarily driven by improved working capital.
During the quarter, the company invested $1,015 million in capital
expenditures and returned $1,181 million to shareholders through
dividends and stock repurchases, net of issuance.
For
full-year 2019, reported sales were $28,228 million and adjusted
pro forma sales were $28,163 million, flat versus 2018. Underlying
sales grew 4% with volume and price each increasing 2%. Volume
growth was split between base business and project start-ups while
price increased across all geographic segments. Operating profit
was $2,933 million and adjusted pro forma operating profit was
$5,272 million, up 14% excluding negative currency effects. Diluted
earnings per share were $4.00 and on an adjusted pro forma basis,
diluted earnings per share were $7.34, up 23% versus prior year
when excluding approximately 4% of negative currency translation
effects.
1
Press release
In
2019, Linde generated strong operating cash flow of $6,119 million
which included more than $800 million of merger-related cash
outflows. The company invested $3.7 billion in capital expenditures
and paid dividends of $1.9 billion. In addition, Linde repurchased
$2.6 billion of stock, net of issuances, and executed the
squeeze-out of the German minority shareholders which totaled $3.2
billion.
Commenting
on the financial results, Chief Executive Officer Steve Angel said,
“For the fourth consecutive quarter, Linde delivered
double-digit EPS growth, capping off its first successful year as a
new organization. I am pleased to see how well the team integrated
two high-quality companies in a relatively short period of time
while delivering on our commitments to shareholders. For the full
year, EPS grew 19%, ROC closed at 11.6% and we returned
approximately $8 billion to shareholders. I want to thank our
employees around the world for their exemplary work in achieving
these strong results.”
Angel
continued, “Looking ahead to 2020, we anticipate continued
softening of macro-economic conditions, but project double-digit
EPS growth from our industry-leading backlog and continued efforts
to optimize the business. Furthermore, our mission statement is
“making our world more
productive” and to that end we are setting new
sustainability goals, including a 35% reduction in GHG emissions
intensity by 2028.”
For
full-year 2020, Linde expects adjusted diluted earnings per share
in the range of $8.00 to $8.25 which represents an increase of 9%
to 12% versus prior year. This range includes an estimated
full-year currency headwind of 1%. For the first quarter, adjusted
earnings per share is expected to be in the range of $1.86 to
$1.94, 11% to 16% above prior-year quarter. This range also assumes
1% unfavorable currency.
Fourth-Quarter
2019 Pro Forma Results by Segment
Americas
sales of $2,737 million were 2% higher versus prior-year quarter
and down 1% sequentially. Compared to fourth-quarter 2018, price
increased 2% and volume grew 1% led mainly by the resilient end
markets of healthcare, food and beverage. Operating profit of $676
million was 24.7% of sales, up 200 basis points versus prior-year
quarter.
APAC
(Asia Pacific) sales of $1,403 million were 3% below prior year and
decreased 4% sequentially. Excluding negative currency and cost
pass-through, sales versus prior year were flat. Price increased 2%
but was offset by negative volumes driven by weaker economic
conditions in South Pacific, lower electronics end market activity
and higher sale of equipment in the prior year. Operating profit of
$299 million was 21.3% of sales, up 430 basis points versus
prior-year quarter.
EMEA
(Europe, Middle East & Africa) sales of $1,654 million were
down 3% versus prior year and up 1% sequentially. Excluding
unfavorable currency and cost pass-through, sales increased 1%
versus prior year. Pricing was 3% higher but was partially offset
by negative volumes primarily due to weaker manufacturing activity.
Operating profit of $353 million was 21.3% of sales, up 390 basis
points versus prior-year quarter.
Linde
Engineering sales were $770 million and operating profit was $93
million or 12.1% of sales. Operating profit grew 21% versus prior
year due primarily to strong project execution, productivity and
better cost absorption.
2
Press release
A
teleconference on Linde’s fourth-quarter results is being
held this morning, February 13, 2020 at 7:00 am Eastern Time. The
US Toll-Free Dial-In Number is 1 855 758 5442 and the access code
is 1079316. The call is also available as a webcast live and
on-demand at www.linde.com/investors. Materials to be used in the
teleconference are also available on the website.
About
Linde
Linde
is a leading global industrial gases and engineering company with
2019 sales of $28 billion (€25 billion). We live our mission
of making our world more
productive every day by providing high-quality solutions,
technologies and services which are making our customers more
successful and helping to sustain and protect our
planet.
The
company serves a variety of end markets including aerospace,
chemicals, food and beverage, electronics, energy, healthcare,
manufacturing and primary metals. Linde’s industrial gases
are used in countless applications from life-saving oxygen for
hospitals, to high-purity & specialty gases for electronics
manufacturing, hydrogen for clean fuels and much more. Linde also
delivers state-of-the-art gas processing solutions to support
customer expansion, efficiency improvements and emissions
reductions.
For
more information about the company and its products and services,
please visit www.linde.com
Pro
forma sales and adjusted operating profit and earnings per share
are non-GAAP measures prepared on a basis consistent with Article
11 and includes certain non-GAAP adjustments.
See the
attachments for a summary of pro forma, adjusted pro forma and
non-GAAP reconciliations and calculations. Adjusted amounts,
EBITDA, return on capital, free cash flow and net debt are non-GAAP
measures.
Attachments:
Summary pro forma and adjusted pro forma reconciliations,
Statements of Income, Balance Sheets, Statements of Cash Flows,
Segment Information and Appendix: 2019 and 2018 pro forma income
statement information and non-GAAP Measures.
*Note:
We are providing adjusted pro forma earnings per share
(“EPS”) guidance for 2020. This is a non-GAAP financial
measure that represents diluted earnings per share from continuing
operations (a GAAP measure) but excludes the impact of certain
items that we believe are not representative of our underlying
business performance, such as cost reduction and other charges, the
impact of potential divestitures or other potentially significant
items. Given the uncertainty of timing and magnitude of such items,
we cannot provide a reconciliation of the differences between the
non-GAAP adjusted pro forma EPS guidance and the corresponding GAAP
EPS measure without unreasonable effort.
**
Greenhouse Gas (GHG) emission intensity is defined as million tons
of CO2 equivalent divided by adjusted EBITDA.
3
Press release
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 ability to successfully integrate the Praxair and
Linde AG businesses following the October 2018 Business Combination
of both companies (the “Business Combination”); the
risk that Linde plc may be unable to achieve expected synergies in
connection with the Business Combination or that it may take longer
or be more costly than expected to achieve those synergies; 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 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 actual future results or circumstances to differ materially
from GAAP, IFRS or 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 Linde plc’s Form 10-K for the
fiscal year ended December 31, 2018 filed with the SEC on March 18,
2019 which should be reviewed carefully. Please consider Linde
plc’s forward-looking statements in light of those
risks.
4
Press release
LINDE PLC AND SUBSIDIARIES
SUMMARY PRO FORMA AND ADJUSTED PRO FORMA
RECONCILIATIONS
(UNAUDITED)
On October 31, 2018, Praxair, Inc. and Linde AG, combined (the
"Merger", or "Business Combination") under Linde plc (the
"company"). Praxair, Inc. was the accounting acquirer and as a
result historical periods prior to the merger date solely reflect
the results of Praxair, Inc.
The following adjusted pro forma amounts are Non-GAAP measures and
are intended to supplement investors' understanding of the
company's financial statements by providing measures which
investors, financial analysts and management use to help evaluate
the company's operating performance. Items which the company does
not believe to be indicative of ongoing business trends 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. See the
"PRO FORMA
INCOME STATEMENT INFORMATION" and "NON GAAP MEASURES AND
RECONCILIATIONS" starting on
page 10 for additional details relating to the
adjustments.
(Millions of dollars, except per share amounts)
|
Sales
|
Operating Profit
|
Income from Continuing Operations
|
Diluted EPS from Continuing Operations
|
||||
|
2019
|
2018
|
2019
|
2018
|
2019
|
2018
|
2019
|
2018
|
Quarter Ended December 31,
|
|
|
|
|
|
|
|
|
Reported GAAP
amounts
|
$7,080
|
$5,801
|
$655
|
$3,236
|
$507
|
$2,870
|
$0.94
|
$6.22
|
Pro forma
adjustments
|
(3)
|
1,222
|
49
|
(2,709)
|
45
|
(2,663)
|
0.08
|
(5.85)
|
Non-GAAP
adjustments
|
—
|
—
|
643
|
629
|
472
|
634
|
0.87
|
1.14
|
Adjusted pro
forma amounts
|
$7,077
|
$7,023
|
$1,347
|
$1,156
|
$1,024
|
$841
|
$1.89
|
$1.51
|
|
|
|
|
|
|
|
|
|
|
Sales
|
Operating Profit
|
Income from Continuing Operations
|
Diluted EPS from Continuing Operations
|
||||
|
2019
|
2018
|
2019
|
2018
|
2019
|
2018
|
2019
|
2018
|
Year To Date December 31,
|
|
|
|
|
|
|
|
|
Reported GAAP
amounts
|
$28,228
|
$14,836
|
$2,933
|
$5,247
|
$2,183
|
$4,273
|
$4.00
|
$12.79
|
Pro forma
adjustments
|
(65)
|
13,248
|
22
|
(2,686)
|
139
|
(2,544)
|
0.25
|
(9.68)
|
Non-GAAP
adjustments
|
—
|
—
|
2,317
|
2,235
|
1,681
|
1,704
|
3.09
|
3.08
|
Adjusted pro
forma amounts
|
$28,163
|
$28,084
|
$5,272
|
$4,796
|
$4,003
|
$3,433
|
$7.34
|
$6.19
|
5
Press release
LINDE PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(Millions of dollars, except per share data)
(UNAUDITED)
|
Quarter Ended
|
Year To Date
|
||
|
December 31,
|
December 31,
|
||
|
2019
|
2018
|
2019
|
2018
|
|
|
|
|
|
SALES
|
$7,080
|
$5,801
|
$28,228
|
$14,836
|
Cost of
sales
|
4,187
|
3,955
|
16,644
|
9,020
|
Selling,
general and administrative
|
844
|
718
|
3,457
|
1,629
|
Depreciation
and amortization
|
1,162
|
902
|
4,675
|
1,830
|
Research and
development
|
49
|
42
|
184
|
113
|
Cost reduction
programs and other charges
|
212
|
235
|
567
|
309
|
Net gain on
sale of businesses
|
—
|
3,294
|
164
|
3,294
|
Other income
(expense) - net
|
29
|
(7)
|
68
|
18
|
OPERATING PROFIT
|
655
|
3,236
|
2,933
|
5,247
|
Interest
expense - net
|
8
|
72
|
38
|
202
|
Net pension
and OPEB cost (benefit), excluding service cost
|
(25)
|
(14)
|
(32)
|
(4)
|
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND EQUITY
INVESTMENTS
|
672
|
3,178
|
2,927
|
5,049
|
Income
taxes
|
162
|
355
|
769
|
817
|
INCOME FROM CONTINUING OPERATIONS BEFORE EQUITY
INVESTMENTS
|
510
|
2,823
|
2,158
|
4,232
|
Income from
equity investments
|
24
|
14
|
114
|
56
|
INCOME FROM CONTINUING OPERATIONS (INCLUDING NONCONTROLLING
INTERESTS)
|
534
|
2,837
|
2,272
|
4,288
|
Add: income
from discontinued operations, net of tax
|
4
|
117
|
109
|
117
|
INCOME (INCLUDING NONCONTROLLING INTERESTS)
|
538
|
2,954
|
2,381
|
4,405
|
Less:
noncontrolling interests from continuing
operations
|
(27)
|
33
|
(89)
|
(15)
|
Less:
noncontrolling interests from discontinued
operations
|
—
|
(9)
|
(7)
|
(9)
|
NET INCOME - LINDE PLC
|
$511
|
$2,978
|
$2,285
|
$4,381
|
|
|
|
|
|
NET INCOME - LINDE PLC
|
|
|
|
|
Income from
continuing operations
|
$507
|
$2,870
|
$2,183
|
$4,273
|
Income from
discontinued operations
|
$4
|
$108
|
$102
|
$108
|
|
|
|
|
|
PER SHARE DATA - LINDE PLC SHAREHOLDERS
|
|
|
|
|
|
|
|
|
|
Basic earnings
per share from continuing operations
|
$0.94
|
$6.27
|
$4.03
|
$12.93
|
Basic earnings
per share from discontinued operations
|
0.01
|
0.24
|
0.19
|
0.33
|
Basic earnings
per share
|
$0.95
|
$6.51
|
$4.22
|
$13.26
|
|
|
|
|
|
Diluted
earnings per share from continuing operations
|
0.94
|
6.22
|
4.00
|
12.79
|
Diluted
earnings per share from discontinued operations
|
0.01
|
0.23
|
0.19
|
0.32
|
Diluted
earnings per share
|
$0.95
|
$6.45
|
$4.19
|
$13.11
|
|
|
|
|
|
Cash
dividends
|
$0.875
|
$0.825
|
$3.50
|
$3.30
|
|
|
|
|
|
WEIGHTED AVERAGE SHARES OUTSTANDING
|
|
|
|
|
Basic shares
outstanding (000's)
|
536,768
|
457,518
|
541,094
|
330,401
|
Diluted shares
outstanding (000's)
|
540,919
|
461,150
|
545,170
|
334,127
|
|
|
|
|
|
Note: See page 10 for a reconciliation to adjusted amounts which
are Non-GAAP.
|
|
|
6
Press release
LINDE PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Millions of dollars)
(UNAUDITED)
|
December 31,
|
December 31,
|
|
2019
|
2018
|
ASSETS
|
|
|
Cash and cash
equivalents
|
$2,700
|
$4,466
|
Accounts
receivable - net
|
4,322
|
4,297
|
Contract
assets
|
368
|
283
|
Inventories
|
1,697
|
1,651
|
Assets held
for sale
|
125
|
5,498
|
Prepaid and
other current assets
|
1,140
|
1,077
|
TOTAL CURRENT ASSETS
|
10,352
|
17,272
|
Property,
plant and equipment - net
|
29,064
|
29,717
|
Goodwill
|
27,019
|
26,874
|
Other
intangibles - net
|
16,137
|
16,223
|
Other
long-term assets
|
4,040
|
3,300
|
TOTAL ASSETS
|
$86,612
|
$93,386
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
Accounts
payable
|
$3,266
|
$3,219
|
Short-term
debt
|
1,732
|
1,485
|
Current
portion of long-term debt
|
1,531
|
1,523
|
Contract
liabilities
|
1,758
|
1,546
|
Liabilities of
assets held for sale
|
2
|
768
|
Other current
liabilities
|
3,871
|
4,415
|
TOTAL CURRENT LIABILITIES
|
12,160
|
12,956
|
Long-term
debt
|
10,693
|
12,288
|
Other
long-term liabilities
|
12,124
|
11,046
|
TOTAL LIABILITIES
|
34,977
|
36,290
|
|
|
|
REDEEMABLE NONCONTROLLING INTERESTS
|
113
|
16
|
|
|
|
LINDE PLC SHAREHOLDERS' EQUITY:
|
|
|
Common
stock
|
1
|
1
|
Additional
paid-in capital
|
40,201
|
40,151
|
Retained
earnings
|
16,842
|
16,529
|
Accumulated
other comprehensive income (loss)
|
(4,814)
|
(4,456)
|
Less: Treasury
stock, at cost
|
(3,156)
|
(629)
|
Total Linde
plc shareholders' equity
|
49,074
|
51,596
|
Noncontrolling
interests
|
2,448
|
5,484
|
TOTAL EQUITY
|
51,522
|
57,080
|
TOTAL LIABILITIES AND EQUITY
|
$86,612
|
$93,386
|
7
Press release
LINDE PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Millions of dollars)
(UNAUDITED)
|
Quarter Ended
|
Year to Date
|
||
|
December 31,
|
December 31,
|
||
|
2019
|
2018
|
2019
|
2018
|
OPERATIONS
|
|
|
|
|
Net income -
Linde plc
|
$511
|
$2,978
|
$2,285
|
$4,381
|
Less: income
from discontinued operations, net of tax and noncontrolling
interests
|
(4)
|
(108)
|
(102)
|
(108)
|
Add:
noncontrolling interests
|
27
|
(33)
|
89
|
15
|
Net income
(including noncontrolling interests)
|
$534
|
2,837
|
$2,272
|
4,288
|
|
|
|
|
|
Adjustments to
reconcile net income to net cash provided by operating
activities:
|
|
|
|
|
Cost reduction
programs and other charges, net of payments (a)
|
120
|
5
|
(236)
|
40
|
Amortization
of merger-related inventory step-up
|
—
|
368
|
12
|
368
|
Net gain on
sale of business
|
—
|
(2,923)
|
(108)
|
(2,923)
|
Tax act income
tax charge, net
|
—
|
(61)
|
—
|
(61)
|
Depreciation
and amortization
|
1,162
|
902
|
4,675
|
1,830
|
Accounts
receivable
|
110
|
3
|
80
|
(124)
|
Contract
assets and liabilities, net
|
122
|
—
|
87
|
—
|
Inventory
|
(20)
|
25
|
(81)
|
(4)
|
Payables and
accruals
|
237
|
186
|
(174)
|
287
|
Pension
contributions
|
(25)
|
(70)
|
(94)
|
(87)
|
Deferred
income taxes and other
|
(66)
|
33
|
(314)
|
40
|
Net cash
provided by operating activities
|
$2,174
|
$1,305
|
$6,119
|
$3,654
|
|
|
|
|
|
INVESTING
|
|
|
|
|
Capital
expenditures
|
(1,015)
|
(827)
|
(3,682)
|
(1,883)
|
Acquisitions,
net of cash acquired
|
(64)
|
(19)
|
(225)
|
(25)
|
Cash acquired
in merger transaction
|
—
|
1,363
|
—
|
1,363
|
Divestitures
and asset sales, net of cash acquired
|
136
|
5,831
|
5,096
|
5,908
|
Net cash
provided by (used for) investing activities
|
$(943)
|
$6,348
|
$1,189
|
$5,363
|
|
|
|
|
|
FINANCING
|
|
|
|
|
Debt increase
(decrease) - net
|
484
|
(2,283)
|
(1,260)
|
(2,908)
|
Issuances of
ordinary shares
|
12
|
7
|
72
|
77
|
Purchases of
ordinary shares
|
(724)
|
(597)
|
(2,658)
|
(599)
|
Cash dividends
- Linde plc shareholders
|
(469)
|
(454)
|
(1,891)
|
(1,166)
|
Noncontrolling
interest transactions and other (b)
|
(3)
|
(369)
|
(3,260)
|
(402)
|
Net cash
provided by (used for) financing activities
|
$(700)
|
$(3,696)
|
$(8,997)
|
$(4,998)
|
|
|
|
|
|
DISCONTINUED OPERATIONS
|
|
|
|
|
Cash provided
by operating activities
|
2
|
48
|
69
|
48
|
Cash provided
by investing activities
|
(1)
|
(23)
|
(60)
|
(23)
|
Cash provided
by financing activities
|
—
|
2
|
5
|
2
|
Net cash
provided by (used for) discontinued operations
|
$1
|
$27
|
$14
|
$27
|
|
|
|
|
|
Effect of
exchange rate changes on cash and cash
equivalents
|
49
|
19
|
(77)
|
(60)
|
|
|
|
|
|
Change in cash
and cash equivalents
|
581
|
4,003
|
(1,752)
|
3,986
|
Cash and cash
equivalents, beginning-of-period
|
2,120
|
600
|
4,466
|
617
|
Cash and cash
equivalents, including discontinued operations
|
$2,701
|
$4,603
|
$2,714
|
$4,603
|
Cash and cash
equivalents of discontinued operations
|
(1)
|
(137)
|
(14)
|
(137)
|
Cash and cash
equivalents, end-of-period
|
$2,700
|
$4,466
|
$2,700
|
$4,466
|
(a) Cost reduction programs and other charges cash outflows for the
2019 quarter were $92 million ($803 million for the year ended
December 31, 2019).
(b) Noncontrolling interest transactions and other for the 2019
year to date period includes approximately $3.2 billion related to
the cash merger squeeze-out of the 8% Linde AG shares which were
not tendered in the exchange offer.
8
Press release
LINDE PLC AND SUBSIDIARIES
SEGMENT INFORMATION
(Millions of dollars)
(UNAUDITED)
|
Reported
|
Pro Forma (b)
|
||
|
Quarter Ended December 31,
|
Quarter Ended December 31,
|
||
|
2019
|
2018 (a)
|
2019
|
2018 (a)
|
SALES
|
|
|
|
|
Americas
|
$2,737
|
$2,437
|
$2,737
|
$2,684
|
EMEA
|
1,654
|
1,379
|
1,654
|
1,704
|
APAC
|
1,406
|
1,104
|
1,403
|
1,447
|
Engineering
|
770
|
459
|
770
|
716
|
Other
|
513
|
422
|
513
|
472
|
Segment
sales
|
$7,080
|
$5,801
|
$7,077
|
$7,023
|
|
|
|
|
|
OPERATING PROFIT
|
|
|
|
|
Americas
|
$676
|
$562
|
$676
|
$609
|
EMEA
|
353
|
214
|
353
|
296
|
APAC
|
300
|
143
|
299
|
246
|
Engineering
|
93
|
14
|
93
|
77
|
Other
|
(74)
|
(42)
|
(74)
|
(72)
|
Segment
operating profit
|
$1,348
|
$891
|
$1,347
|
$1,156
|
Cost reduction
programs and other charges
|
(212)
|
(235)
|
|
|
Net gain on
sale of businesses
|
—
|
3,294
|
|
|
Purchase
accounting impacts - Linde AG
|
(481)
|
(714)
|
|
|
Total
operating profit
|
$655
|
$3,236
|
|
|
|
Reported
|
Pro Forma (b)
|
||
|
Year to Date December 31,
|
Year to Date December 31,
|
||
|
2019
|
2018 (a)
|
2019
|
2018 (a)
|
SALES
|
|
|
|
|
Americas
|
$10,993
|
$8,017
|
$10,989
|
$10,539
|
EMEA
|
6,643
|
2,644
|
6,643
|
6,991
|
APAC
|
5,839
|
2,446
|
5,779
|
5,950
|
Engineering
|
2,799
|
459
|
2,799
|
2,792
|
Other
|
1,954
|
1,270
|
1,953
|
1,812
|
Segment
sales
|
$28,228
|
$14,836
|
$28,163
|
$28,084
|
|
|
|
|
|
OPERATING PROFIT
|
|
|
|
|
Americas
|
$2,578
|
$2,053
|
$2,577
|
$2,433
|
EMEA
|
1,367
|
481
|
1,367
|
1,344
|
APAC
|
1,198
|
465
|
1,184
|
1,029
|
Engineering
|
390
|
14
|
390
|
285
|
Other
|
(245)
|
(37)
|
(246)
|
(295)
|
Segment
operating profit
|
$5,288
|
$2,976
|
$5,272
|
$4,796
|
Cost reduction
programs and other charges
|
(567)
|
(309)
|
|
|
Net gain on
sale of businesses
|
164
|
3,294
|
|
|
Purchase
accounting impacts - Linde AG
|
(1,952)
|
(714)
|
|
|
Total
operating profit
|
$2,933
|
$5,247
|
|
|
(a) As a result of the merger and effective with the lifting of the
hold separate order, effective March 1, 2019, new reportable
segments were created. All periods presented were recast to conform
to the new segment structure.
(b) See pro forma income statement information starting on page
10.
9
Press release
LINDE PLC AND SUBSIDIARIES
APPENDIX
QUARTER ENDED December 31, 2019 PRO FORMA INCOME STATEMENT
INFORMATION
(Millions of dollars, except per share data)
(UNAUDITED)
To assist with a discussion of the 2019 and 2018 results on a
comparable basis, certain supplemental unaudited pro forma income
statement information is provided on both a consolidated and
segment basis. The pro forma information has been prepared on a
basis consistent with Article 11 of Regulation S-X, assuming the
Merger and merger-related divestitures had been consummated on
January 1, 2018. In preparing this pro forma information, the
historical financial information has been adjusted to give effect
to pro forma adjustments that are (i) directly attributable to
the Business Combination and other transactions presented herein,
such as the merger-related divestitures, (ii) factually
supportable, and (iii) expected to have a continuing impact on
the combined entity’s consolidated results. The pro forma
information is based on management's assumptions and is presented
for illustrative purposes and does not purport to represent what
the results of operations would actually have been if the Business
Combination and merger-related divestitures had occurred as of the
dates indicated or what the results would be for any future
periods. Also, the pro forma information does not include the
impact of any revenue, cost or other operating synergies that may
result from the Business Combination or any related restructuring
costs. The unaudited pro forma income statement has been presented
for informational purposes only and is not necessarily indicative
of what Linde plc's results of operation actually would have been
had the Merger been completed on January 1, 2018. In addition, the
unaudited pro forma income statement does not purport to project
the future operating results of the company.
|
Quarter to
Date December 31, 2019
|
|||||
|
Pro forma Income Statement Information
|
|||||
|
|
Pro forma Adjustments
|
|
|||
|
Linde plc Reported
|
Divestitures (a)
|
Other
|
|
Total
|
Pro Forma
|
Sales
|
$7,080
|
$(3)
|
$—
|
|
$(3)
|
$7,077
|
Cost of sales, exclusive of depreciation
|
4,187
|
(2)
|
|
|
(2)
|
4,185
|
Selling, general and administrative
|
844
|
—
|
|
|
—
|
844
|
As a % of Sales
|
11.9%
|
|
|
|
|
11.9%
|
Depreciation and amortization
|
1,162
|
|
|
|
—
|
1,162
|
Research and development
|
49
|
|
|
|
—
|
49
|
Cost reduction programs and other charges
|
212
|
|
(50)
|
(b)
|
(50)
|
162
|
Net gain on sale of businesses
|
—
|
|
|
|
—
|
—
|
Other income (expense) - net
|
29
|
|
|
|
—
|
29
|
Operating profit
|
655
|
(1)
|
50
|
|
49
|
704
|
Operating margin
|
9.3%
|
|
|
|
|
9.9%
|
|
|
|
|
|
|
|
Net pension and OPEB cost (benefit), excluding service
costs
|
(25)
|
|
(6)
|
(c)
|
(6)
|
(31)
|
Interest expense - net
|
8
|
|
|
|
—
|
8
|
Income taxes
|
162
|
(0)
|
10
|
(d)
|
10
|
172
|
Effective Tax Rate
|
24.1%
|
|
|
|
|
23.7%
|
Income from equity investments
|
24
|
|
|
|
—
|
24
|
Noncontrolling interests from continuing
operations
|
(27)
|
|
|
|
—
|
(27)
|
Income from continuing operations
|
$507
|
$(1)
|
$46
|
|
$45
|
$552
|
Diluted shares outstanding
|
540,919
|
|
|
|
540,919
|
540,919
|
Diluted EPS from continuing operations
|
$0.94
|
|
|
|
$0.08
|
$1.02
|
|
|
|
|
|
|
|
SEGMENT SALES
|
|
|
|
|
|
|
Americas
|
$2,737
|
$—
|
$—
|
|
$—
|
$2,737
|
EMEA
|
1,654
|
|
|
|
—
|
1,654
|
APAC
|
1,406
|
(3)
|
|
|
(3)
|
1,403
|
Engineering
|
770
|
|
|
|
—
|
770
|
Other
|
513
|
—
|
|
|
—
|
513
|
Segment
sales
|
$7,080
|
$(3)
|
$—
|
|
$(3)
|
$7,077
|
|
|
|
|
|
|
|
SEGMENT OPERATING PROFIT
|
|
|
|
|
|
|
Americas
|
$676
|
$—
|
$—
|
|
$—
|
$676
|
EMEA
|
353
|
|
|
|
—
|
353
|
APAC
|
300
|
(1)
|
|
|
(1)
|
299
|
Engineering
|
93
|
|
|
|
—
|
93
|
Other
|
(74)
|
—
|
|
|
—
|
(74)
|
Segment
operating profit
|
1,348
|
(1)
|
—
|
|
(1)
|
1,347
|
Cost reduction
programs and other charges
|
(212)
|
|
|
|
—
|
(212)
|
Gain on sale
of businesses
|
—
|
|
|
|
—
|
—
|
Purchase
accounting impacts - Linde AG
|
(481)
|
|
|
|
—
|
(481)
|
Total
operating profit
|
$655
|
$(1)
|
$—
|
|
$(1)
|
$654
|
Pro Forma Adjustments:
(a)
To eliminate the results of Praxair's merger-related
divestitures.
(b)
To eliminate the transaction costs and other charges related to the
Merger.
(c)
To eliminate pension settlement charges related to the
Merger.
(d)
To eliminate the income tax impacts of the Other
adjustments.
10
Press release
LINDE PLC AND SUBSIDIARIES
APPENDIX
QUARTER ENDED September 30, 2019 PRO FORMA INCOME STATEMENT
INFORMATION
(Millions of dollars, except per share data)
(UNAUDITED)
|
Quarter to Date September 30, 2019
|
|||||
|
Pro forma Income Statement Information
|
|||||
|
|
Pro forma Adjustments
|
|
|||
|
Linde plc Reported
|
Divestitures (a)
|
Other
|
|
Total
|
Pro Forma
|
Sales
|
$7,000
|
$(7)
|
$—
|
|
$(7)
|
$6,993
|
Cost of sales, exclusive of depreciation
|
4,061
|
(5)
|
(2)
|
(b)
|
(7)
|
4,054
|
Selling, general and administrative
|
850
|
—
|
|
|
—
|
850
|
As a % of Sales
|
12.1%
|
|
|
|
|
12.2%
|
Depreciation and amortization
|
1,095
|
|
|
|
—
|
1,095
|
Research and development
|
44
|
|
|
|
—
|
44
|
Cost reduction programs and other charges
|
125
|
|
(19)
|
(c)
|
(19)
|
106
|
Net gain on sale of businesses
|
164
|
|
(164)
|
(d)
|
(164)
|
—
|
Other income (expense) - net
|
11
|
|
|
|
—
|
11
|
Operating profit
|
1,000
|
(2)
|
(143)
|
|
(145)
|
855
|
Operating margin
|
14.3%
|
|
|
|
|
12.2%
|
|
|
|
|
|
|
|
Net pension and OPEB cost (benefit), excluding service
costs
|
2
|
|
(40)
|
(e)
|
(40)
|
(38)
|
Interest expense - net
|
(3)
|
|
|
|
—
|
(3)
|
Income taxes
|
298
|
(1)
|
(54)
|
(f)
|
(55)
|
243
|
Effective Tax Rate
|
29.8%
|
|
|
|
|
27.1%
|
Income from equity investments
|
28
|
|
|
|
—
|
28
|
Noncontrolling interests from continuing
operations
|
(3)
|
|
|
|
—
|
(3)
|
Income from continuing operations
|
$728
|
$(1)
|
$(49)
|
|
$(50)
|
$678
|
Diluted shares outstanding
|
543,616
|
|
|
|
543,616
|
543,616
|
Diluted EPS from continuing operations
|
$1.34
|
|
|
|
$(0.09)
|
$1.25
|
|
|
|
|
|
|
|
SEGMENT SALES
|
|
|
|
|
|
|
Americas
|
$2,771
|
$—
|
$—
|
|
$—
|
$2,771
|
EMEA
|
1,634
|
|
|
|
—
|
1,634
|
APAC
|
1,468
|
(7)
|
|
|
(7)
|
1,461
|
Engineering
|
641
|
|
|
|
—
|
641
|
Other
|
486
|
—
|
|
|
—
|
486
|
Segment
sales
|
$7,000
|
$(7)
|
$—
|
|
$(7)
|
$6,993
|
|
|
|
|
|
|
|
SEGMENT OPERATING PROFIT
|
|
|
|
|
|
|
Americas
|
$671
|
$—
|
$—
|
|
$—
|
$671
|
EMEA
|
335
|
|
|
|
—
|
335
|
APAC
|
310
|
(2)
|
|
|
(2)
|
308
|
Engineering
|
120
|
|
|
|
—
|
120
|
Other
|
(50)
|
—
|
|
|
—
|
(50)
|
Segment
operating profit
|
1,386
|
(2)
|
—
|
|
(2)
|
1,384
|
Cost reduction
programs and other charges
|
(125)
|
|
|
|
—
|
(125)
|
Gain on sale
of businesses
|
164
|
|
|
|
—
|
164
|
Purchase
accounting impacts - Linde AG
|
(425)
|
|
|
|
—
|
(425)
|
Total
operating profit
|
$1,000
|
$(2)
|
$—
|
|
$(2)
|
$998
|
Pro Forma Adjustments:
(a) To eliminate the results of Praxair's merger-related
divestitures.
(b) To eliminate the impact of the inventory step-up recorded in
purchase accounting for the merger. This item is
nonrecurring in nature, directly attributable to the Merger and
occurred within one year of the transaction.
(c) To eliminate the transaction costs and other charges related to
the Merger.
(d) To eliminate the gain on merger related
divestitures.
(e) To eliminate pension settlement charges related to the
Merger.
(f) To eliminate the income tax impacts of the Other
adjustments.
11
Press release
LINDE PLC AND SUBSIDIARIES
APPENDIX
QUARTER ENDED JUNE 30, 2019 PRO FORMA INCOME STATEMENT
INFORMATION
(Millions of dollars, except per share data)
(UNAUDITED)
|
Quarter to Date June 30, 2019
|
|||||
|
Pro forma Income Statement Information
|
|||||
|
|
Pro forma Adjustments
|
|
|||
|
Linde plc Reported
|
Divestitures (a)
|
Other
|
|
Total
|
Pro Forma
|
Sales
|
$7,204
|
$(25)
|
$—
|
|
$(25)
|
$7,179
|
Cost of sales, exclusive of depreciation
|
4,280
|
(19)
|
|
|
(19)
|
4,261
|
Selling, general and administrative
|
884
|
—
|
|
|
—
|
884
|
As a % of Sales
|
12.3%
|
|
|
|
|
12.3%
|
Depreciation and amortization
|
1,195
|
|
|
|
—
|
1,195
|
Research and development
|
45
|
|
|
|
—
|
45
|
Cost reduction programs and other charges
|
141
|
|
(65)
|
(b)
|
(65)
|
76
|
Other income (expense) - net
|
10
|
|
|
|
—
|
10
|
Operating profit
|
669
|
(6)
|
65
|
|
59
|
728
|
Operating margin
|
9.3%
|
|
|
|
|
10.1%
|
|
|
|
|
|
|
|
Net pension and OPEB cost (benefit), excluding service
costs
|
(24)
|
|
|
|
—
|
(24)
|
Interest expense - net
|
10
|
|
|
|
—
|
10
|
Income taxes
|
169
|
(2)
|
13
|
(c)
|
11
|
180
|
Effective Tax Rate
|
24.7%
|
|
|
|
|
24.3%
|
Income from equity investments
|
28
|
|
|
|
—
|
28
|
Noncontrolling interests from continuing
operations
|
(29)
|
|
|
|
—
|
(29)
|
Income from continuing operations
|
$513
|
$(4)
|
$52
|
|
$48
|
$561
|
Diluted shares outstanding
|
546,488
|
|
|
|
546,488
|
546,488
|
Diluted EPS from continuing operations
|
$0.94
|
|
|
|
$0.09
|
$1.03
|
|
|
|
|
|
|
|
SEGMENT SALES
|
|
|
|
|
|
|
Americas
|
$2,779
|
$—
|
$—
|
|
$—
|
$2,779
|
EMEA
|
1,673
|
|
|
|
—
|
1,673
|
APAC
|
1,513
|
(25)
|
|
|
(25)
|
1,488
|
Engineering
|
752
|
|
|
|
—
|
752
|
Other
|
487
|
—
|
|
|
—
|
487
|
Segment
sales
|
$7,204
|
$(25)
|
$—
|
|
$(25)
|
$7,179
|
|
|
|
|
|
|
|
SEGMENT OPERATING PROFIT
|
|
|
|
|
|
|
Americas
|
$646
|
$—
|
$—
|
|
$—
|
$646
|
EMEA
|
332
|
|
|
|
—
|
332
|
APAC
|
310
|
(6)
|
|
|
(6)
|
304
|
Engineering
|
99
|
|
|
|
—
|
99
|
Other
|
(62)
|
—
|
|
|
—
|
(62)
|
Segment
operating profit
|
1,325
|
(6)
|
—
|
|
(6)
|
1,319
|
Cost reduction
programs and other charges
|
(141)
|
|
|
|
—
|
(141)
|
Purchase
accounting impacts - Linde AG
|
(515)
|
|
|
|
—
|
(515)
|
Total
operating profit
|
$669
|
$(6)
|
$—
|
|
$(6)
|
$663
|
Pro Forma Adjustments:
(a) To eliminate the results of Praxair's merger-related
divestitures.
(b) To eliminate the transaction costs and other charges related to
the Merger.
(c) To eliminate the income tax impacts of the Other
adjustments.
12
Press release
LINDE PLC AND SUBSIDIARIES
APPENDIX
QUARTER ENDED MARCH 31, 2019 PRO FORMA INCOME STATEMENT
INFORMATION
(Millions of dollars, except per share data)
(UNAUDITED)
|
Quarter to Date March 31, 2019
|
|||||
|
Pro forma Income Statement Information
|
|||||
|
|
Pro forma Adjustments
|
|
|||
|
Linde plc Reported
|
Divestitures (a)
|
Other
|
|
Total
|
Pro Forma
|
Sales
|
$6,944
|
$(30)
|
$—
|
|
$(30)
|
$6,914
|
Cost of sales, exclusive of depreciation
|
4,116
|
(22)
|
(10)
|
(b)
|
(32)
|
4,084
|
Selling, general and administrative
|
879
|
(1)
|
|
|
(1)
|
878
|
As a % of Sales
|
12.7%
|
|
|
|
|
12.7%
|
Depreciation and amortization
|
1,223
|
|
|
|
—
|
1,223
|
Research and development
|
46
|
|
|
|
—
|
46
|
Cost reduction programs and other charges
|
89
|
|
(56)
|
(c)
|
(56)
|
33
|
Other income (expense) - net
|
18
|
|
|
|
—
|
18
|
Operating profit
|
609
|
(7)
|
66
|
|
59
|
668
|
Operating margin
|
8.8%
|
|
|
|
|
9.7%
|
|
|
|
|
|
|
|
Net pension and OPEB cost (benefit), excluding service
costs
|
15
|
|
(51)
|
(d)
|
(51)
|
(36)
|
Interest expense - net
|
23
|
|
|
|
—
|
23
|
Income taxes
|
140
|
(2)
|
16
|
(e)
|
14
|
154
|
Effective Tax Rate
|
24.5%
|
|
|
|
|
22.6%
|
Income from equity investments
|
34
|
|
|
|
—
|
34
|
Noncontrolling interests from continuing
operations
|
(30)
|
|
|
|
—
|
(30)
|
Income from continuing operations
|
$435
|
$(5)
|
$101
|
|
$96
|
$531
|
Diluted shares outstanding
|
549,147
|
|
|
|
549,147
|
549,147
|
Diluted EPS from continuing operations
|
$0.79
|
|
|
|
$0.18
|
$0.97
|
|
|
|
|
|
|
|
SEGMENT SALES
|
|
|
|
|
|
|
Americas
|
$2,706
|
$(4)
|
$—
|
|
$(4)
|
$2,702
|
EMEA
|
1,682
|
|
|
|
—
|
1,682
|
APAC
|
1,452
|
(25)
|
|
|
(25)
|
1,427
|
Engineering
|
636
|
|
|
|
—
|
636
|
Other
|
468
|
(1)
|
|
|
(1)
|
467
|
Segment
sales
|
$6,944
|
$(30)
|
$—
|
|
$(30)
|
$6,914
|
|
|
|
|
|
|
|
SEGMENT OPERATING PROFIT
|
|
|
|
|
|
|
Americas
|
$585
|
$(1)
|
$—
|
|
$(1)
|
$584
|
EMEA
|
347
|
|
|
|
—
|
347
|
APAC
|
278
|
(5)
|
|
|
(5)
|
273
|
Engineering
|
78
|
|
|
|
—
|
78
|
Other
|
(59)
|
(1)
|
|
|
(1)
|
(60)
|
Segment
operating profit
|
1,229
|
(7)
|
—
|
|
(7)
|
1,222
|
Cost reduction
programs and other charges
|
(89)
|
|
|
|
—
|
(89)
|
Purchase
accounting impacts - Linde AG
|
(531)
|
|
|
|
—
|
(531)
|
Total
operating profit
|
$609
|
$(7)
|
$—
|
|
$(7)
|
$602
|
Pro Forma Adjustments:
(a) To eliminate the results of Praxair's merger-related
divestitures.
(b) To eliminate the impact of the inventory step-up recorded in
purchase accounting for the merger. This item is
nonrecurring in nature, directly attributable to the Merger and
occurred within one year of the transaction.
(c) To eliminate the transaction costs and other charges related to
the Merger.
(d) To eliminate pension settlement charges related to the
Merger.
(e) To eliminate the income tax impacts of the Other
adjustments.
13
Press release
LINDE PLC AND SUBSIDIARIES
APPENDIX
YEAR TO DATE DECEMBER 31, 2019 PRO FORMA INCOME STATEMENT
INFORMATION
(Millions of dollars, except per share data)
(UNAUDITED)
|
Year to Date December 31, 2019
|
|||||
|
Pro forma Income Statement Information
|
|||||
|
|
Pro forma Adjustments
|
|
|||
|
Linde plc Reported
|
Divestitures (a)
|
Other
|
|
Total
|
Pro Forma
|
Sales
|
$28,228
|
$(65)
|
$—
|
|
$(65)
|
$28,163
|
Cost of sales, exclusive of depreciation
|
16,644
|
(48)
|
(12)
|
(b)
|
(60)
|
16,584
|
Selling, general and administrative
|
3,457
|
(1)
|
|
|
(1)
|
3,456
|
As a % of Sales
|
12.2%
|
|
|
|
|
12.3%
|
Depreciation and amortization
|
4,675
|
|
|
|
—
|
4,675
|
Research and development
|
184
|
|
|
|
—
|
184
|
Cost reduction programs and other charges
|
567
|
|
(190)
|
(c)
|
(190)
|
377
|
Net gain on sale of businesses
|
164
|
|
(164)
|
(d)
|
(164)
|
—
|
Other income (expense) - net
|
68
|
|
|
|
—
|
68
|
Operating profit
|
2,933
|
(16)
|
38
|
|
22
|
2,955
|
Operating margin
|
10.4%
|
|
|
|
|
10.5%
|
|
|
|
|
|
|
|
Net pension and OPEB cost (benefit), excluding service
costs
|
(32)
|
|
(97)
|
(e)
|
(97)
|
(129)
|
Interest expense - net
|
38
|
|
|
|
—
|
38
|
Income taxes
|
769
|
(5)
|
(15)
|
(f)
|
(20)
|
749
|
Effective Tax Rate
|
26.3%
|
|
|
|
|
24.6%
|
Income from equity investments
|
114
|
|
|
|
—
|
114
|
Noncontrolling interests from continuing
operations
|
(89)
|
|
|
|
—
|
(89)
|
Income from continuing operations
|
$2,183
|
$(11)
|
$150
|
|
$139
|
$2,322
|
Diluted shares outstanding
|
545,170
|
|
|
|
545,170
|
545,170
|
Diluted EPS from continuing operations
|
$4.00
|
|
|
|
$0.25
|
$4.25
|
|
|
|
|
|
|
|
SEGMENT SALES
|
|
|
|
|
|
|
Americas
|
$10,993
|
$(4)
|
$—
|
|
$(4)
|
$10,989
|
EMEA
|
6,643
|
|
|
|
—
|
6,643
|
APAC
|
5,839
|
(60)
|
|
|
(60)
|
5,779
|
Engineering
|
2,799
|
|
|
|
—
|
2,799
|
Other
|
1,954
|
(1)
|
|
|
(1)
|
1,953
|
Segment
sales
|
$28,228
|
$(65)
|
$—
|
|
$(65)
|
$28,163
|
|
|
|
|
|
|
|
SEGMENT OPERATING PROFIT
|
|
|
|
|
|
|
Americas
|
$2,578
|
$(1)
|
$—
|
|
$(1)
|
$2,577
|
EMEA
|
1,367
|
|
|
|
|
1,367
|
APAC
|
1,198
|
(14)
|
|
|
(14)
|
1,184
|
Engineering
|
390
|
|
|
|
|
390
|
Other
|
(245)
|
(1)
|
|
|
(1)
|
(246)
|
Segment
operating profit
|
5,288
|
(16)
|
—
|
|
(16)
|
5,272
|
Cost reduction
programs and other charges
|
(567)
|
|
|
|
—
|
(567)
|
Net gain on
sale of businesses
|
164
|
|
|
|
—
|
164
|
Purchase
accounting impacts - Linde AG
|
(1,952)
|
|
|
|
—
|
(1,952)
|
Total
operating profit
|
$2,933
|
$(16)
|
$—
|
|
$(16)
|
$2,917
|
Pro Forma Adjustments:
(a) To eliminate the results of Praxair's merger-related
divestitures.
(b) To eliminate the impact of the inventory step-up recorded in
purchase accounting for the merger. This item is
nonrecurring in nature, directly attributable to the Merger and
occurred within one year of the transaction.
(c) To eliminate the transaction costs and other charges related to
the Merger.
(d) To eliminate the gain on merger related
divestitures.
(e) To eliminate pension settlement charges related to the
Merger.
(f) To eliminate the income tax impacts of the Other
adjustments.
14
Press release
LINDE PLC AND SUBSIDIARIES
APPENDIX
QUARTER ENDED December 31, 2018 PRO FORMA INCOME STATEMENT
INFORMATION
(Millions of dollars, except per share data)
(UNAUDITED)
|
Quarter to Date December 31, 2018
|
||||||||
|
Pro Forma Income Statement Information
|
||||||||
|
Pro Forma Adjustments
|
||||||||
|
Linde plc (a)
|
Linde AG (b)
|
Divestitures (c)
|
Purchase Accounting (d)
|
Other
|
|
Total
|
|
Pro Forma Linde plc
|
Sales
|
$5,801
|
$1,736
|
$(506)
|
$—
|
$(8)
|
(e)
|
$1,222
|
|
$7,023
|
Cost of sales, exclusive of depreciation
|
3,955
|
1,031
|
(311)
|
—
|
(376)
|
(e)
|
344
|
|
4,299
|
Selling, general and administrative
|
718
|
229
|
(50)
|
—
|
—
|
|
179
|
|
897
|
As a % of Sales
|
12.4%
|
|
|
|
|
|
|
|
12.8%
|
Depreciation and amortization
|
902
|
140
|
(31)
|
186
|
—
|
|
295
|
|
1,197
|
Research and development
|
42
|
10
|
—
|
—
|
—
|
|
10
|
|
52
|
Cost reduction programs and other charges
|
235
|
162
|
—
|
—
|
(353)
|
(f)
|
(191)
|
|
44
|
Other income (expense) - net
|
3,287
|
—
|
—
|
—
|
(3,294)
|
|
(3,294)
|
|
(7)
|
Operating profit
|
3,236
|
164
|
(114)
|
(186)
|
(2,573)
|
|
(2,709)
|
|
527
|
Operating margin
|
55.8%
|
|
|
|
|
|
|
|
7.5%
|
|
|
|
|
|
|
|
|
|
|
Net pension and OPEB cost (benefit), excluding service
costs
|
(14)
|
(14)
|
—
|
—
|
—
|
|
(14)
|
|
(28)
|
Interest expense - net
|
72
|
179
|
(18)
|
(8)
|
—
|
|
153
|
|
225
|
Income taxes
|
355
|
121
|
(16)
|
(43)
|
(279)
|
(g)
|
(217)
|
|
138
|
Effective Tax Rate
|
11.2%
|
|
|
|
|
|
|
|
41.8%
|
Income from equity investments
|
14
|
8
|
(5)
|
(5)
|
—
|
|
(2)
|
|
12
|
Noncontrolling interests from continuing
operations
|
33
|
(45)
|
1
|
14
|
—
|
|
(30)
|
|
3
|
Income from continuing operations
|
$2,870
|
$(159)
|
$(84)
|
$(126)
|
$(2,294)
|
|
$(2,663)
|
|
$207
|
Diluted shares outstanding
|
461,150
|
|
|
|
|
|
94,001
|
(h)
|
555,151
|
Diluted EPS from continuing operations
|
6.22
|
|
|
|
|
|
(5.85)
|
(h)
|
0.37
|
|
|
|
|
|
|
|
|
|
|
SEGMENT SALES
|
|
|
|
|
|
|
|
|
|
Americas
|
$2,437
|
$442
|
$(188)
|
|
$(7)
|
(e)
|
$247
|
|
$2,684
|
EMEA
|
1,379
|
587
|
(262)
|
|
—
|
(e)
|
325
|
|
1,704
|
APAC
|
1,104
|
391
|
(47)
|
|
(1)
|
(e)
|
343
|
|
1,447
|
Engineering
|
459
|
257
|
—
|
|
—
|
|
257
|
|
716
|
Other
|
422
|
59
|
(9)
|
|
—
|
(e)
|
50
|
|
472
|
Segment
sales
|
$5,801
|
$1,736
|
$(506)
|
$—
|
$(8)
|
|
$1,222
|
|
$7,023
|
|
|
|
|
|
|
|
|
|
|
SEGMENT OPERATING PROFIT
|
|
|
|
|
|
|
|
|
|
Americas
|
$562
|
$81
|
$(34)
|
|
$—
|
(i)
|
$47
|
|
$609
|
EMEA
|
214
|
133
|
(69)
|
|
18
|
(i)
|
82
|
|
296
|
APAC
|
143
|
112
|
(9)
|
|
—
|
(i)
|
103
|
|
246
|
Engineering
|
14
|
63
|
—
|
|
—
|
(i)
|
63
|
|
77
|
Other
|
(42)
|
(63)
|
(2)
|
|
35
|
(i)
|
(30)
|
|
(72)
|
Segment
operating profit
|
891
|
326
|
(114)
|
—
|
53
|
|
265
|
|
1,156
|
Cost reduction
programs and other charges
|
(235)
|
(162)
|
|
|
397
|
|
235
|
|
—
|
Gain on sale
of businesses
|
3,294
|
|
|
|
(3,294)
|
|
(3,294)
|
|
—
|
Purchase
accounting impacts - Linde AG
|
(714)
|
|
|
|
714
|
|
714
|
|
—
|
Total
operating profit
|
$3,236
|
$164
|
$(114)
|
$—
|
$(2,130)
|
|
$(2,080)
|
|
$1,156
|
Pro Forma Adjustments:
(a) To include Linde plc consolidated results for the quarter ended
December 31, 2018. Note that the results include the performance of
Praxair's European industrial gases business through December 3,
2018 and the results of Linde AG from October 31, 2018 (merger
date) through December 31, 2018. The adjustments reflect
reclassifications to conform to Linde plc's reporting
format.
(b) To include Linde AG consolidated results for the period prior
to the merger date at October 31, 2018. The adjustments reflect
reclassifications to conform to Linde plc's reporting format and
adjustments from IFRS to U.S. GAAP.
(c) To eliminate the results of merger-related divestitures
required by regulatory authorities to secure approval for the
Merger. These divestitures include the majority of Praxair's
European industrial gases business (completed December 3, 2018), a
significant portion of Linde AG's America's industrial gases
business (completed on March 1, 2019), select assets of Linde AG's
South Korean industrial gases business (completed April 30, 2019),
as well as certain divestitures of other Praxair and Linde AG
businesses in Asia.
(d) To include preliminary purchase accounting adjustments for the
period from January 1, 2018 to October 30, 2018 (prior to the
Merger). This relates to (i) additional depreciation and
amortization related to the increased value of of property, plant
and equipment and increased basis of intangible assets, (ii)
interest expense impacts related to the fair value of debt, (iii)
the tax impacts related to the non-GAAP adjustments above, (iv)
income from equity investments equity related to the fair value of
equity investments, and (v) noncontrolling interests adjustments
related to the fair value adjustments above. Purchase accounting
impacts are not included in the definition of segment operating
profit; therefore, no pro forma adjustment is required for segment
reporting.
(e) To eliminate sales between Praxair and Linde AG for the period
prior to the Merger date at October 31, 2018 (January 1, 2018 to
October 30, 2018).
(f) To eliminate the transaction costs and other charges related to
the Merger.
(g) To reflect the income tax impact of the above pro forma
adjustments.
(h) To reflect the impact on diluted shares outstanding and diluted
EPS related to ordinary shares issues to Linde AG shareholders in
connection with the Merger.
(i) To eliminate other (income) charges not included in segment
operating profit.
15
Press release
LINDE PLC AND SUBSIDIARIES
APPENDIX
QUARTER ENDED September 30, 2018 PRO FORMA INCOME STATEMENT
INFORMATION
(Millions of dollars, except per share data)
(UNAUDITED)
|
Quarter to Date September 30, 2018
|
||||||||
|
Pro Forma Income Statement Information
|
||||||||
|
Pro Forma Adjustments
|
||||||||
|
Praxair, Inc. (a)
|
Linde AG (b)
|
Divestitures (c)
|
Purchase Accounting (d)
|
Other
|
|
Total
|
|
Pro Forma Linde plc
|
Sales
|
$3,008
|
$5,008
|
$(1,050)
|
$—
|
$(24)
|
(e)
|
$3,934
|
|
$6,942
|
Cost of sales, exclusive of depreciation
|
1,698
|
3,132
|
(630)
|
—
|
(24)
|
(e)
|
2,478
|
|
4,176
|
Selling, general and administrative
|
294
|
696
|
(109)
|
—
|
—
|
|
587
|
|
881
|
As a % of Sales
|
9.8%
|
|
|
|
|
|
|
|
12.7%
|
Depreciation and amortization
|
306
|
500
|
(103)
|
559
|
—
|
|
956
|
|
1,262
|
Research and development
|
23
|
26
|
—
|
—
|
—
|
|
26
|
|
49
|
Cost reduction programs and other charges
|
31
|
75
|
—
|
—
|
(94)
|
(f)
|
(19)
|
|
12
|
Other income (expense) - net
|
13
|
42
|
—
|
—
|
—
|
|
42
|
|
55
|
Operating profit
|
669
|
621
|
(208)
|
(559)
|
94
|
|
(52)
|
|
617
|
Operating margin
|
22.2%
|
|
|
|
|
|
|
|
8.9%
|
|
|
|
|
|
|
|
|
|
|
Net pension and OPEB cost (benefit), excluding service
costs
|
6
|
(39)
|
(1)
|
—
|
—
|
|
(40)
|
|
(34)
|
Interest expense - net
|
40
|
50
|
(18)
|
(25)
|
—
|
|
7
|
|
47
|
Income taxes
|
156
|
157
|
(24)
|
(129)
|
5
|
(g)
|
9
|
|
165
|
Effective Tax Rate
|
25.0%
|
|
|
|
|
|
|
|
27.3%
|
Income from equity investments
|
13
|
25
|
(8)
|
(16)
|
—
|
|
1
|
|
14
|
Noncontrolling interests from continuing
operations
|
(19)
|
(26)
|
6
|
42
|
—
|
|
22
|
|
3
|
Income from continuing operations
|
$461
|
$452
|
$(167)
|
$(379)
|
$89
|
|
$(5)
|
|
$456
|
Diluted shares outstanding
|
291,513
|
|
|
|
|
|
263,638
|
(h)
|
555,151
|
Diluted EPS from continuing operations
|
1.58
|
|
|
|
|
|
(0.76)
|
(h)
|
0.82
|
|
|
|
|
|
|
|
|
|
|
SEGMENT SALES
|
|
|
|
|
|
|
|
|
|
Americas
|
$1,865
|
$1,331
|
$(549)
|
$—
|
$(20)
|
(e)
|
$762
|
|
$2,627
|
EMEA
|
415
|
1,675
|
(395)
|
|
—
|
(e)
|
1,280
|
|
1,695
|
APAC
|
447
|
1,192
|
(96)
|
|
(4)
|
(e)
|
1,092
|
|
1,539
|
Engineering
|
—
|
635
|
—
|
|
—
|
|
635
|
|
635
|
Other
|
281
|
175
|
(10)
|
|
—
|
(e)
|
165
|
|
446
|
Segment
sales
|
$3,008
|
$5,008
|
$(1,050)
|
$—
|
$(24)
|
|
$3,934
|
|
$6,942
|
|
|
|
|
|
|
|
|
|
|
SEGMENT OPERATING PROFIT
|
|
|
|
|
|
|
|
|
|
Americas
|
$498
|
$222
|
$(98)
|
|
$—
|
(i)
|
$124
|
|
$622
|
EMEA
|
87
|
305
|
(83)
|
|
(1)
|
(i)
|
221
|
|
308
|
APAC
|
108
|
172
|
(24)
|
|
|
(i)
|
148
|
|
256
|
Engineering
|
—
|
69
|
—
|
|
|
(i)
|
69
|
|
69
|
Other
|
7
|
(72)
|
(3)
|
|
1
|
(i)
|
(74)
|
|
(67)
|
Segment
operating profit
|
700
|
696
|
(208)
|
—
|
—
|
|
488
|
|
1,188
|
Cost reduction
programs and other charges
|
(31)
|
(75)
|
|
|
106
|
|
31
|
|
—
|
Total
operating profit
|
$669
|
$621
|
$(208)
|
$—
|
$106
|
|
$519
|
|
$1,188
|
Pro Forma Adjustments:
(a) To include Praxair, Inc. consolidated results for the quarter
ended September 30, 2018. Note that the results include the
performance of Praxair's European industrial gases business through
December 3, 2018. The adjustments reflect reclassifications to
conform to Linde plc's reporting format.
(b) To include Linde AG consolidated results for the quarter ended
September 30, 2018. The adjustments reflect reclassifications to
conform to Linde plc's reporting format and adjustments from IFRS
to U.S. GAAP.
(c) To eliminate the results of merger-related divestitures
required by regulatory authorities to secure approval for the
Merger. These divestitures include the majority of Praxair's
European industrial gases business (completed December 3, 2018), a
significant portion of Linde AG's America's industrial gases
business (completed on March 1, 2019), select assets of Linde AG's
South Korean industrial gases business (completed April 30, 2019),
as well as certain divestitures of other Praxair and Linde AG
businesses in Asia.
(d) To include preliminary purchase accounting adjustments for the
period from January 1, 2018 to October 30, 2018 (prior to the
Merger). This relates to (i) additional depreciation and
amortization related to the increased value of of property, plant
and equipment and increased basis of intangible assets, (ii)
interest expense impacts related to the fair value of debt, (iii)
the tax impacts related to the non-GAAP adjustments above, (iv)
income from equity investments equity related to the fair value of
equity investments, and (v) noncontrolling interests adjustments
related to the fair value adjustments above. Purchase accounting
impacts are not included in the definition of segment operating
profit; therefore, no pro forma adjustment is required for segment
reporting.
(e) To eliminate sales between Praxair and Linde AG for the period
prior to the Merger date at October 31, 2018 (January 1, 2018 to
October 30, 2018).
(f) To eliminate the transaction costs and other charges related to
the Merger.
(g) To reflect the income tax impact of the above pro forma
adjustments.
(h) To reflect the impact on diluted shares outstanding and diluted
EPS related to ordinary shares issues to Linde AG shareholders in
connection with the Merger.
(i) To eliminate other (income) charges not included in segment
operating profit.
16
Press release
LINDE PLC AND SUBSIDIARIES
APPENDIX
QUARTER ENDED JUNE 30, 2018 PRO FORMA INCOME STATEMENT
INFORMATION
(Millions of dollars, except per share data)
(UNAUDITED)
|
Quarter to Date June 30, 2018
|
||||||||
|
Pro Forma Income Statement Information
|
||||||||
|
Pro Forma Adjustments
|
||||||||
|
Praxair, Inc. (a)
|
Linde AG (b)
|
Divestitures (c)
|
Purchase Accounting (d)
|
Other
|
|
Total
|
|
Pro Forma Linde plc
|
Sales
|
$3,044
|
5,175
|
(1,015)
|
—
|
(26)
|
(e)
|
4,134
|
|
7,178
|
Cost of sales, exclusive of depreciation
|
1,706
|
3,247
|
(605)
|
|
(26)
|
(e)
|
2,616
|
|
4,322
|
Selling, general and administrative
|
307
|
741
|
(95)
|
|
|
|
646
|
|
953
|
As a % of Sales
|
10.0%
|
|
|
|
|
|
|
|
13.3%
|
Depreciation and amortization
|
311
|
459
|
(101)
|
558
|
|
|
916
|
|
1,227
|
Research and development
|
24
|
26
|
|
|
|
|
26
|
|
50
|
Cost reduction programs and other charges
|
24
|
45
|
|
|
(69)
|
(f)
|
(24)
|
|
—
|
Other income (expense) - net
|
17
|
75
|
|
|
|
|
75
|
|
92
|
Operating profit
|
689
|
732
|
(214)
|
(558)
|
69
|
|
29
|
|
718
|
Operating margin
|
22.6%
|
|
|
|
|
|
|
|
10.0%
|
|
|
|
|
|
|
|
|
|
|
Net pension and OPEB cost (benefit), excluding service
costs
|
2
|
(67)
|
—
|
|
|
|
(67)
|
|
(65)
|
Interest expense - net
|
44
|
34
|
(18)
|
(25)
|
|
|
(9)
|
|
35
|
Income taxes
|
158
|
185
|
(23)
|
(129)
|
5
|
(g)
|
38
|
|
196
|
Effective Tax Rate
|
24.6%
|
|
|
|
|
|
|
|
26.2%
|
Income from equity investments
|
14
|
23
|
(9)
|
(16)
|
|
|
(2)
|
|
12
|
Noncontrolling interests from continuing
operations
|
(19)
|
(36)
|
6
|
42
|
|
|
12
|
|
(7)
|
Income from continuing operations
|
$480
|
567
|
$(176)
|
$(378)
|
$64
|
|
$77
|
|
$557
|
Diluted shares outstanding
|
290,908
|
|
|
|
|
|
264,243
|
(h)
|
555,151
|
Diluted EPS from continuing operations
|
$1.65
|
|
|
|
|
|
$(0.65)
|
(h)
|
$1.00
|
|
|
|
|
|
|
|
|
|
|
SEGMENT SALES
|
|
|
|
|
|
|
|
|
|
Americas
|
$1,865
|
$1,312
|
$(498)
|
$—
|
$(19)
|
(e)
|
$795
|
|
$2,660
|
EMEA
|
435
|
1,756
|
(413)
|
|
—
|
(e)
|
1,343
|
|
1,778
|
APAC
|
460
|
1,157
|
(94)
|
|
(6)
|
(e)
|
1,057
|
|
1,517
|
Engineering
|
—
|
778
|
—
|
|
—
|
|
778
|
|
778
|
Other
|
284
|
172
|
(10)
|
|
(1)
|
(e)
|
161
|
|
445
|
Segment
sales
|
$3,044
|
$5,175
|
$(1,015)
|
$—
|
$(26)
|
|
$4,134
|
|
$7,178
|
|
|
|
|
|
|
|
|
|
|
SEGMENT OPERATING PROFIT
|
|
|
|
|
|
|
|
|
|
Americas
|
$510
|
$219
|
$(98)
|
$—
|
$(1)
|
(i)
|
$120
|
|
$630
|
EMEA
|
93
|
354
|
(90)
|
|
(4)
|
(i)
|
260
|
|
353
|
APAC
|
108
|
220
|
(24)
|
|
(33)
|
(i)
|
163
|
|
271
|
Engineering
|
—
|
81
|
—
|
|
(3)
|
(i)
|
78
|
|
78
|
Other
|
2
|
(97)
|
(2)
|
|
11
|
(i)
|
(88)
|
|
(86)
|
Segment
operating profit
|
713
|
777
|
(214)
|
—
|
(30)
|
|
533
|
|
1,246
|
Cost reduction
programs and other charges
|
(24)
|
(45)
|
|
|
69
|
|
24
|
|
—
|
Total
operating profit
|
$689
|
$732
|
$(214)
|
$—
|
$39
|
|
$557
|
|
$1,246
|
Pro Forma Adjustments:
(a) To include Praxair, Inc. consolidated results for the quarter
ended June 30, 2018. Note that the results include the performance
of Praxair's European industrial gases business through December 3,
2018. The adjustments reflect reclassifications to conform to Linde
plc's reporting format.
(b) To include Linde AG consolidated results for the quarter ended
June 30, 2018. The adjustments reflect reclassifications to conform
to Linde plc's reporting format and adjustments from IFRS to U.S.
GAAP.
(c) To eliminate the results of merger-related divestitures
required by regulatory authorities to secure approval for the
Merger. These divestitures include the majority of Praxair's
European industrial gases business (completed December 3, 2018), a
significant portion of Linde AG's America's industrial gases
business (completed on March 1, 2019), select assets of Linde AG's
South Korean industrial gases business (completed April 30, 2019),
as well as certain divestitures of other Praxair and Linde AG
businesses in Asia.
(d) To include preliminary purchase accounting adjustments for the
period from January 1, 2018 to October 30, 2018 (prior to the
Merger). This relates to (i) additional depreciation and
amortization related to the increased value of of property, plant
and equipment and increased basis of intangible assets, (ii)
interest expense impacts related to the fair value of debt, (iii)
the tax impacts related to the non-GAAP adjustments above, (iv)
income from equity investments equity related to the fair value of
equity investments, and (v) noncontrolling interests adjustments
related to the fair value adjustments above. Purchase accounting
impacts are not included in the definition of segment operating
profit; therefore, no pro forma adjustment is required for segment
reporting.
(e) To eliminate sales between Praxair and Linde AG for the period
prior to the Merger date at October 31, 2018 (January 1, 2018 to
October 30, 2018).
(f) To eliminate the transaction costs and other charges related to
the Merger.
(g) To reflect the income tax impact of the above pro forma
adjustments.
(h) To reflect the impact on diluted shares outstanding and diluted
EPS related to ordinary shares issues to Linde AG shareholders in
connection with the Merger.
(i) To eliminate other (income) charges not included in segment
operating profit, primarily related to a gain on a sale of asset in
APAC.
17
Press release
LINDE PLC AND SUBSIDIARIES
APPENDIX
QUARTER ENDED MARCH 31, 2018 PRO FORMA INCOME STATEMENT
INFORMATION
(Millions of dollars, except per share data)
(UNAUDITED)
|
Quarter to Date March 31, 2018
|
||||||||
|
Pro Forma Income Statement Information
|
||||||||
|
Pro Forma Adjustments
|
||||||||
|
Praxair, Inc. (a)
|
Linde AG (b)
|
Divestitures (c)
|
Purchase Accounting (d)
|
Other
|
|
Total
|
|
Pro Forma Linde plc
|
Sales
|
$2,983
|
$5,010
|
$(1,027)
|
$—
|
$(25)
|
(e)
|
$3,958
|
|
$6,941
|
Cost of sales, exclusive of depreciation
|
1,661
|
3,105
|
(609)
|
|
(25)
|
(e)
|
2,471
|
|
4,132
|
Selling, general and administrative
|
310
|
704
|
(110)
|
|
|
|
594
|
|
904
|
As a % of Sales
|
10.4%
|
|
|
|
|
|
|
|
13.0%
|
Depreciation and amortization
|
311
|
471
|
(102)
|
558
|
|
|
927
|
|
1,238
|
Research and development
|
24
|
26
|
|
|
|
|
26
|
|
50
|
Cost reduction programs and other charges
|
19
|
41
|
|
|
(60)
|
(f)
|
(19)
|
|
—
|
Other income (expense) - net
|
(5)
|
87
|
|
|
|
|
87
|
|
82
|
Operating profit
|
653
|
750
|
(206)
|
(558)
|
60
|
|
46
|
|
699
|
Operating margin
|
21.9%
|
|
|
|
|
|
|
|
10.1%
|
|
|
|
|
|
|
|
|
|
|
Net pension and OPEB cost (benefit), excluding service
costs
|
2
|
(39)
|
(1)
|
|
|
|
(40)
|
|
(38)
|
Interest expense - net
|
46
|
69
|
(18)
|
(25)
|
|
|
26
|
|
72
|
Income taxes
|
148
|
171
|
(24)
|
(129)
|
5
|
(g)
|
23
|
|
171
|
Effective Tax Rate
|
24.5%
|
|
|
|
|
|
|
|
25.7%
|
Income from equity investments
|
15
|
24
|
(9)
|
(16)
|
|
|
(1)
|
|
14
|
Noncontrolling interests from continuing
operations
|
(10)
|
(37)
|
6
|
42
|
|
|
11
|
|
1
|
Income from continuing operations
|
$462
|
$536
|
$(166)
|
$(378)
|
$55
|
|
$47
|
|
$509
|
Diluted shares outstanding
|
290,809
|
|
|
|
|
|
264,342
|
(h)
|
555,151
|
Diluted EPS from continuing operations
|
$1.59
|
|
|
|
|
|
$(0.67)
|
(h)
|
$0.92
|
|
|
|
|
|
|
|
|
|
|
SEGMENT SALES
|
|
|
|
|
|
|
|
|
|
Americas
|
$1,850
|
$1,267
|
$(533)
|
$—
|
$(16)
|
(e)
|
$718
|
|
$2,568
|
EMEA
|
415
|
1,791
|
(393)
|
|
1
|
(e)
|
1,399
|
|
1,814
|
APAC
|
435
|
1,111
|
(92)
|
|
(7)
|
(e)
|
1,012
|
|
1,447
|
Engineering
|
—
|
663
|
—
|
|
—
|
|
663
|
|
663
|
Other
|
283
|
178
|
(9)
|
|
(3)
|
(e)
|
166
|
|
449
|
Segment
sales
|
$2,983
|
$5,010
|
$(1,027)
|
$—
|
$(25)
|
|
$3,958
|
|
$6,941
|
|
|
|
|
|
|
|
|
|
|
SEGMENT OPERATING PROFIT
|
|
|
|
|
|
|
|
|
|
Americas
|
$483
|
$192
|
$(97)
|
$—
|
$(6)
|
(i)
|
$89
|
|
$572
|
EMEA
|
87
|
438
|
(82)
|
|
(56)
|
(i)
|
300
|
|
387
|
APAC
|
106
|
182
|
(25)
|
|
(7)
|
(i)
|
150
|
|
256
|
Engineering
|
—
|
63
|
—
|
|
(2)
|
(i)
|
61
|
|
61
|
Other
|
(4)
|
(84)
|
(2)
|
|
20
|
(i)
|
(66)
|
|
(70)
|
Segment
operating profit
|
672
|
791
|
(206)
|
—
|
(51)
|
|
534
|
|
1,206
|
Cost reduction
programs and other charges
|
(19)
|
(41)
|
|
|
60
|
|
19
|
|
—
|
Total
operating profit
|
$653
|
$750
|
$(206)
|
$—
|
$9
|
|
$553
|
|
$1,206
|
Pro Forma Adjustments:
(a) To include Praxair, Inc. consolidated results for the quarter
ended March 31, 2018. Note that the results include the performance
of Praxair's European industrial gases business through December 3,
2018. The adjustments reflect reclassifications to conform to Linde
plc's reporting format.
(b) To include Linde AG consolidated results for the quarter ended
March 31, 2018. The adjustments reflect reclassifications to
conform to Linde plc's reporting format and adjustments from IFRS
to U.S. GAAP.
(c) To eliminate the results of merger-related divestitures
required by regulatory authorities to secure approval for the
Merger. These divestitures include the majority of Praxair's
European industrial gases business (completed December 3, 2018), a
significant portion of Linde AG's America's industrial gases
business (completed on March 1, 2019), select assets of Linde AG's
South Korean industrial gases business (completed April 30, 2019),
as well as certain divestitures of other Praxair and Linde AG
businesses in Asia.
(d) To include preliminary purchase accounting adjustments for the
period from January 1, 2018 to October 30, 2018 (prior to the
Merger). This relates to (i) additional depreciation and
amortization related to the increased value of of property, plant
and equipment and increased basis of intangible assets, (ii)
interest expense impacts related to the fair value of debt, (iii)
the tax impacts related to the non-GAAP adjustments above, (iv)
income from equity investments equity related to the fair value of
equity investments, and (v) noncontrolling interests adjustments
related to the fair value adjustments above. Purchase accounting
impacts are not included in the definition of segment operating
profit; therefore, no pro forma adjustment is required for segment
reporting.
(e) To eliminate sales between Praxair and Linde AG for the period
prior to the Merger date at October 31, 2018 (January 1, 2018 to
October 30, 2018).
(f) To eliminate the transaction costs and other charges related to
the Merger.
(g) To reflect the income tax impact of the above pro forma
adjustments.
(h) To reflect the impact on diluted shares outstanding and diluted
EPS related to ordinary shares issues to Linde AG shareholders in
connection with the Merger.
(i) To eliminate other (income) charges not included in segment
operating profit, primarily related to a gain on a the sale of a
business in EMEA.
18
Press release
LINDE PLC AND SUBSIDIARIES
APPENDIX
YEAR TO DATE DECEMBER 31, 2018 PRO FORMA INCOME STATEMENT
INFORMATION
(Millions of dollars, except per share data)
(UNAUDITED)
|
Year to Date December 31, 2018
|
||||||||
|
Pro Forma Income Statement Information
|
||||||||
|
Pro Forma Adjustments
|
||||||||
|
Linde plc (a)
|
Linde AG (b)
|
Divestitures (c)
|
Purchase Accounting (d)
|
Other
|
|
Total
|
|
Pro Forma Linde plc
|
Sales
|
$14,836
|
$16,929
|
$(3,598)
|
$—
|
$(83)
|
(e)
|
$13,248
|
|
$28,084
|
Cost of sales, exclusive of depreciation
|
9,020
|
10,515
|
(2,155)
|
—
|
(451)
|
(e)
|
7,909
|
|
16,929
|
Selling, general and administrative
|
1,629
|
2,370
|
(364)
|
—
|
—
|
|
2,006
|
|
3,635
|
As a % of Sales
|
11.0%
|
|
|
|
|
|
|
|
12.9%
|
Depreciation and amortization
|
1,830
|
1,570
|
(337)
|
1,861
|
—
|
|
3,094
|
|
4,924
|
Research and development
|
113
|
88
|
—
|
—
|
—
|
|
88
|
|
201
|
Cost reduction programs and other charges
|
309
|
323
|
—
|
—
|
(576)
|
(f)
|
(253)
|
|
56
|
Other income (expense) - net
|
3,312
|
204
|
—
|
—
|
(3,294)
|
|
(3,090)
|
|
222
|
Operating profit
|
5,247
|
2,267
|
(742)
|
(1,861)
|
(2,350)
|
|
(2,686)
|
|
2,561
|
Operating margin
|
35.4%
|
|
|
|
|
|
|
|
9.1%
|
|
|
|
|
|
|
|
|
|
|
Net pension and OPEB cost (benefit), excluding service
costs
|
(4)
|
(159)
|
(2)
|
—
|
—
|
|
(161)
|
|
(165)
|
Interest expense - net
|
202
|
332
|
(72)
|
(83)
|
—
|
|
177
|
|
379
|
Income taxes
|
817
|
634
|
(87)
|
(430)
|
(264)
|
(g)
|
(147)
|
|
670
|
Effective Tax Rate
|
16.2%
|
|
|
|
|
|
|
|
28.5%
|
Income from equity investments
|
56
|
80
|
(31)
|
(53)
|
—
|
|
(4)
|
|
52
|
Noncontrolling interests from continuing
operations
|
(15)
|
(144)
|
19
|
140
|
—
|
|
15
|
|
—
|
Income from continuing operations
|
$4,273
|
$1,396
|
$(593)
|
$(1,261)
|
$(2,086)
|
|
$(2,544)
|
|
$1,729
|
Diluted shares outstanding
|
334,127
|
|
|
|
|
|
221,024
|
(h)
|
555,151
|
Diluted EPS from continuing operations
|
$12.79
|
|
|
|
|
|
$(9.68)
|
(h)
|
$3.11
|
|
|
|
|
|
|
|
|
|
|
SEGMENT SALES
|
|
|
|
|
|
|
|
|
|
Americas
|
$8,017
|
$4,352
|
$(1,768)
|
|
$(62)
|
(e)
|
$2,522
|
|
$10,539
|
EMEA
|
2,644
|
5,809
|
(1,463)
|
|
1
|
(e)
|
4,347
|
|
6,991
|
APAC
|
2,446
|
3,851
|
(329)
|
|
(18)
|
(e)
|
3,504
|
|
5,950
|
Engineering
|
459
|
2,333
|
—
|
|
—
|
|
2,333
|
|
2,792
|
Other
|
1,270
|
584
|
(38)
|
|
(4)
|
(e)
|
542
|
|
1,812
|
Segment
sales
|
$14,836
|
$16,929
|
$(3,598)
|
$—
|
$(83)
|
|
$13,248
|
|
$28,084
|
|
|
|
|
|
|
|
|
|
|
SEGMENT OPERATING PROFIT
|
|
|
|
|
|
|
|
|
|
Americas
|
$2,053
|
$714
|
$(327)
|
|
$(7)
|
(i)
|
$380
|
|
$2,433
|
EMEA
|
481
|
1,230
|
(324)
|
|
(43)
|
(i)
|
863
|
|
1,344
|
APAC
|
465
|
686
|
(82)
|
|
(40)
|
(i)
|
564
|
|
1,029
|
Engineering
|
14
|
276
|
—
|
|
(5)
|
(i)
|
271
|
|
285
|
Other
|
(37)
|
(316)
|
(9)
|
|
67
|
(i)
|
(258)
|
|
(295)
|
Segment
operating profit
|
2,976
|
2,590
|
(742)
|
|
(28)
|
|
1,820
|
|
4,796
|
Cost reduction
programs and other charges
|
(309)
|
(323)
|
|
|
632
|
|
309
|
|
—
|
Gain on sale
of businesses
|
3,294
|
|
|
|
$(3,294)
|
|
(3,294)
|
|
—
|
Purchase
accounting impacts - Linde AG
|
(714)
|
|
|
|
$714
|
|
714
|
|
—
|
Total
operating profit
|
$5,247
|
$2,267
|
$(742)
|
|
$(1,976)
|
|
$(451)
|
|
$4,796
|
Pro Forma Adjustments:
(a) To include Linde plc consolidated results for the year ended
December 31, 2018. Note that the results include the performance of
Praxair's European industrial gases business through December 3,
2018 and the results of Linde AG from October 31, 2018 (merger
date) through December 31, 2018. The adjustments reflect
reclassifications to conform to Linde plc's reporting
format.
(b) To include Linde AG consolidated results for the period prior
to the merger date at October 31, 2018. The adjustments reflect
reclassifications to conform to Linde plc's reporting format and
adjustments from IFRS to U.S. GAAP.
(c) To eliminate the results of merger-related divestitures
required by regulatory authorities to secure approval for the
Merger. These divestitures include the majority of Praxair's
European industrial gases business (completed December 3, 2018), a
significant portion of Linde AG's America's industrial gases
business (completed on March 1, 2019), select assets of Linde AG's
South Korean industrial gases business (completed April 30, 2019),
as well as certain divestitures of other Praxair and Linde AG
businesses in Asia.
(d) To include preliminary purchase accounting adjustments for the
period from January 1, 2018 to October 30, 2018 (prior to the
Merger). This relates to (i) additional depreciation and
amortization related to the increased value of of property, plant
and equipment and increased basis of intangible assets, (ii)
interest expense impacts related to the fair value of debt, (iii)
the tax impacts related to the non-GAAP adjustments above, (iv)
income from equity investments equity related to the fair value of
equity investments, and (v) noncontrolling interests adjustments
related to the fair value adjustments above. Purchase accounting
impacts are not included in the definition of segment operating
profit; therefore, no pro forma adjustment is required for segment
reporting.
(e) To eliminate sales between Praxair and Linde AG for the period
prior to the Merger date at October 31, 2018 (January 1, 2018 to
October 30, 2018).
(f) To eliminate the transaction costs and other charges related to
the Merger.
(g) To reflect the income tax impact of the above pro forma
adjustments.
(h) To reflect the impact on diluted shares outstanding and diluted
EPS related to ordinary shares issues to Linde AG shareholders in
connection with the Merger.
(i) To eliminate other (income) charges not included in segment
operating profit, primarily related to a gain on a sale of business
in EMEA and a gain on a sale of asset in APAC.
19
Press release
LINDE PLC AND SUBSIDIARIES
APPENDIX
NON-GAAP MEASURES AND RECONCILIATIONS
(Millions of dollars, except per share data)
(UNAUDITED)
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
operating performance and liquidity. Items which the company does
not believe to be indicative of on-going business trends 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.
|
Fourth Quarter
|
Third Quarter
|
Second Quarter
|
First Quarter
|
Year to date December 31,
|
|||||
|
2019
|
2018
|
2019
|
2018
|
2019
|
2018
|
2019
|
2018
|
2019
|
2018
|
Adjusted Pro Forma Operating Profit and Operating
Margin
|
|
|
|
|
|
|
|
|
|
|
Reported
operating profit
|
$655
|
$3,236
|
$1,000
|
$669
|
$669
|
$689
|
$609
|
$653
|
$2,933
|
$5,247
|
Pro forma
adjustments (a)
|
49
|
(2,709)
|
(145)
|
(52)
|
59
|
29
|
59
|
46
|
22
|
$(2,686)
|
Pro
forma
|
704
|
527
|
855
|
617
|
728
|
718
|
668
|
699
|
2,955
|
2,561
|
Non-GAAP
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
Add: Cost
reduction programs and other charges
|
162
|
41
|
106
|
12
|
76
|
—
|
33
|
—
|
$377
|
53
|
Less: Net gain
on sale of businesses
|
—
|
30
|
—
|
—
|
—
|
(30)
|
—
|
(51)
|
—
|
(51)
|
Add: Purchase
accounting impacts - Linde AG (d)
|
481
|
558
|
423
|
559
|
515
|
558
|
521
|
558
|
1,940
|
2,233
|
Total
adjustments
|
643
|
629
|
529
|
571
|
591
|
528
|
554
|
507
|
2,317
|
2,235
|
Adjusted pro
forma operating profit
|
$1,347
|
$1,156
|
$1,384
|
$1,188
|
$1,319
|
$1,246
|
$1,222
|
$1,206
|
$5,272
|
$4,796
|
|
|
|
|
|
|
|
|
|
|
|
Reported
percentage change
|
(79.8)%
|
|
49.5%
|
|
(2.9)%
|
|
(6.7)%
|
|
(44.1)%
|
|
Adjusted pro
forma percentage change
|
16.5%
|
|
16.5%
|
|
5.9%
|
|
1.3%
|
|
9.9%
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported
sales
|
$7,080
|
$5,801
|
$7,000
|
$3,008
|
$7,204
|
$3,044
|
$6,944
|
$2,983
|
$28,228
|
$14,836
|
Pro forma
sales (a)
|
$7,077
|
$7,023
|
$6,993
|
$6,942
|
$7,179
|
$7,178
|
$6,914
|
$6,941
|
$28,163
|
$28,084
|
|
|
|
|
|
|
|
|
|
|
|
Reported
operating margin
|
9.3%
|
55.8%
|
14.3%
|
22.2%
|
9.3%
|
22.6%
|
8.8%
|
21.9%
|
10.4%
|
35.4%
|
Pro forma
operating margin
|
9.9%
|
7.5%
|
12.2%
|
8.9%
|
10.1%
|
10.0%
|
9.7%
|
10.1%
|
10.5%
|
9.1%
|
Adjusted pro
forma operating margin
|
19.0%
|
16.5%
|
19.8%
|
17.1%
|
18.4%
|
17.4%
|
17.7%
|
17.4%
|
18.7%
|
17.1%
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Pro Forma Depreciation and
amortization
|
|
|
|
|
|
|
|
|
|
|
Reported
depreciation and amortization
|
$1,162
|
$902
|
$1,095
|
$306
|
$1,195
|
$311
|
$1,223
|
$311
|
$4,675
|
$1,830
|
Pro forma
adjustments (a)
|
—
|
295
|
—
|
956
|
—
|
916
|
—
|
927
|
$—
|
$3,094
|
Pro
forma
|
1,162
|
1,197
|
1,095
|
1,262
|
1,195
|
1,227
|
1,223
|
1,238
|
4,675
|
4,924
|
Non-GAAP
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
Less: Purchase
accounting impacts - Linde AG (d)
|
(481)
|
(558)
|
(423)
|
(559)
|
(515)
|
(558)
|
(521)
|
(558)
|
(1,940)
|
(2,233)
|
Adjusted pro
forma depreciation and amortization
|
$681
|
$639
|
$672
|
$703
|
$680
|
$669
|
$702
|
$680
|
$2,735
|
$2,691
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Pro Forma Net Pension and OPEB Cost (Benefit), Excluding
Service Cost
|
|
|
|
|
|
|
|
|
|
|
Reported net
pension and OPEB cost (benefit), excluding service
cost
|
$(25)
|
$(14)
|
$2
|
$6
|
$(24)
|
$2
|
$15
|
$2
|
$(32)
|
$(4)
|
Pro forma
adjustments (a)
|
(6)
|
(14)
|
(40)
|
(40)
|
—
|
(67)
|
(51)
|
(40)
|
$(97)
|
$(161)
|
Pro
forma
|
(31)
|
(28)
|
(38)
|
(34)
|
(24)
|
(65)
|
(36)
|
(38)
|
(129)
|
$(165)
|
Non-GAAP
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
Add: Pension
plan reorganization charge - net
|
—
|
(10)
|
—
|
(4)
|
(10)
|
—
|
—
|
—
|
$(10)
|
$(14)
|
Total
adjustments
|
—
|
(10)
|
—
|
(4)
|
(10)
|
—
|
—
|
—
|
(10)
|
(14)
|
Adjusted pro
forma Net Pension and OPEB cost (benefit), excluding service
costs
|
$(31)
|
$(38)
|
$(38)
|
$(38)
|
$(34)
|
$(65)
|
$(36)
|
$(38)
|
$(139)
|
$(179)
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Pro Forma Interest Expense - Net
|
|
|
|
|
|
|
|
|
|
|
Reported
interest expense - net
|
$8
|
$72
|
$(3)
|
$40
|
$10
|
$44
|
$23
|
$46
|
$38
|
$202
|
Pro forma
adjustments (a)
|
—
|
153
|
—
|
7
|
—
|
(9)
|
—
|
26
|
—
|
177
|
Pro
forma
|
8
|
225
|
(3)
|
47
|
10
|
35
|
23
|
72
|
38
|
379
|
Non-GAAP
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
Less: Bond
redemption
|
—
|
(26)
|
—
|
—
|
—
|
—
|
—
|
—
|
$—
|
$(26)
|
Less: Loss on
hedge portfolio unwind
|
|
(174)
|
|
|
|
|
|
|
$—
|
$(174)
|
Add: Purchase
accounting impacts - Linde AG (d)
|
22
|
25
|
22
|
25
|
25
|
25
|
27
|
25
|
96
|
100
|
Total
adjustments
|
22
|
(175)
|
22
|
25
|
25
|
25
|
27
|
25
|
96
|
(100)
|
Adjusted pro
forma interest expense - net
|
$30
|
$50
|
$19
|
$72
|
$35
|
$60
|
$50
|
$97
|
$134
|
$279
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Pro Forma Income Taxes (b)
|
|
|
|
|
|
|
|
|
|
|
Reported
income taxes
|
$162
|
$355
|
$298
|
$156
|
$169
|
$158
|
$140
|
$148
|
$769
|
$817
|
Pro forma
adjustments (a)
|
10
|
(217)
|
(55)
|
9
|
11
|
38
|
14
|
23
|
$(20)
|
$(147)
|
Pro
forma
|
172
|
138
|
243
|
165
|
180
|
196
|
154
|
171
|
749
|
670
|
Non-GAAP
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
Add: Bond
redemption
|
—
|
6
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
6
|
Add: Pension
settlement charge
|
—
|
2
|
—
|
1
|
—
|
—
|
—
|
—
|
$—
|
$3
|
Add: Purchase
accounting impacts - Linde AG (d)
|
105
|
129
|
98
|
129
|
119
|
129
|
125
|
129
|
$447
|
$516
|
Add: Cost
reduction programs and other charges
|
44
|
—
|
7
|
—
|
15
|
—
|
5
|
(1)
|
$71
|
$(1)
|
Add: Tax
reform
|
—
|
17
|
—
|
—
|
—
|
—
|
—
|
—
|
$—
|
$17
|
Total
adjustments
|
149
|
154
|
105
|
130
|
134
|
129
|
130
|
128
|
518
|
541
|
Adjusted pro
forma income taxes
|
$321
|
$292
|
$348
|
$295
|
$314
|
$325
|
$284
|
$299
|
$1,267
|
$1,211
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Pro Forma Effective Tax Rate (b)
|
|
|
|
|
|
|
|
|
|
|
Reported
income before income taxes and equity
investments
|
$672
|
$3,178
|
$1,001
|
$623
|
$683
|
$643
|
$571
|
$605
|
$2,927
|
$5,049
|
Pro forma
adjustments (a)
|
55
|
(2,848)
|
(105)
|
(19)
|
59
|
105
|
110
|
60
|
$119
|
$(2,702)
|
Pro
forma
|
$727
|
$330
|
$896
|
$604
|
$742
|
$748
|
$681
|
$665
|
$3,046
|
$2,347
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
Add: Bond
redemption
|
$—
|
$26
|
$—
|
$—
|
$—
|
$—
|
$—
|
$—
|
$—
|
$26
|
Add: Pension
settlement charge
|
—
|
10
|
—
|
4
|
—
|
—
|
—
|
—
|
—
|
14
|
Add: Purchase
accounting impacts - Linde AG (d)
|
459
|
533
|
401
|
534
|
490
|
533
|
494
|
533
|
1,844
|
2,133
|
Add: Cost
reduction programs and other charges
|
162
|
41
|
106
|
12
|
76
|
—
|
33
|
—
|
377
|
53
|
Add: Pension
plan reorganization charge - net
|
—
|
—
|
—
|
—
|
10
|
—
|
—
|
—
|
10
|
—
|
Add: Loss on
hedge portfolio unwind
|
—
|
174
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
174
|
Less: Net gain
on sale of businesses
|
—
|
30
|
—
|
—
|
—
|
(30)
|
—
|
(51)
|
—
|
(51)
|
Total
adjustments
|
621
|
814
|
507
|
550
|
576
|
503
|
527
|
482
|
2,231
|
2,349
|
Adjusted pro
forma income before income taxes and equity
investments
|
$1,348
|
$1,144
|
$1,403
|
$1,154
|
$1,318
|
$1,251
|
$1,208
|
$1,147
|
$5,277
|
$4,696
|
|
|
|
|
|
|
|
|
|
|
|
Reported
Income taxes
|
$162
|
$355
|
$298
|
$156
|
$169
|
$158
|
$140
|
$148
|
$769
|
$817
|
Reported
effective tax rate
|
24.1%
|
11.2%
|
29.8%
|
25.0%
|
24.7%
|
24.6%
|
24.5%
|
24.5%
|
26.3%
|
16.2%
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted pro
forma income taxes
|
$321
|
$292
|
$348
|
$295
|
$314
|
$325
|
$284
|
$299
|
$1,267
|
$1,211
|
Adjusted pro
forma effective tax rate
|
23.8%
|
25.5%
|
24.8%
|
25.6%
|
23.8%
|
26.0%
|
23.5%
|
26.1%
|
24.0%
|
25.8%
|
|
|
|
|
|
|
|
|
|
|
|
Income from Equity Investments
|
|
|
|
|
|
|
|
|
|
|
Reported
income from equity investments
|
$24
|
$14
|
$28
|
$13
|
$28
|
$14
|
$34
|
$15
|
$114
|
$56
|
Pro forma
adjustments (a)
|
—
|
(2)
|
—
|
1
|
—
|
(2)
|
—
|
(1)
|
—
|
(4)
|
Pro
forma
|
24
|
12
|
28
|
14
|
28
|
12
|
34
|
14
|
114
|
52
|
Non-GAAP
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
Add: Purchase
accounting impacts - Linde AG (d)
|
14
|
16
|
15
|
16
|
14
|
16
|
14
|
16
|
57
|
64
|
Total
adjustments
|
14
|
16
|
15
|
16
|
14
|
16
|
14
|
16
|
57
|
64
|
Adjusted pro
forma income from equity investments
|
$38
|
$28
|
$43
|
$30
|
$42
|
$28
|
$48
|
$30
|
$171
|
$116
|
20
Press release
LINDE PLC AND SUBSIDIARIES
APPENDIX
NON-GAAP MEASURES AND RECONCILIATIONS
(Millions of dollars, except per share data)
(UNAUDITED)
Adjusted Pro Forma Noncontrolling Interests from Continuing
Operations
|
|
|
|
|
|
|
|
|
|
|
Reported
noncontrolling interests from continuing
operations
|
$(27)
|
$33
|
$(3)
|
$(19)
|
$(29)
|
$(19)
|
$(30)
|
$(10)
|
$(89)
|
$(15)
|
Pro forma
adjustments (a)
|
—
|
(30)
|
—
|
22
|
—
|
12
|
—
|
11
|
$—
|
$15
|
Pro
forma
|
(27)
|
3
|
(3)
|
3
|
(29)
|
(7)
|
(30)
|
1
|
(89)
|
—
|
Non-GAAP
adjustments:
|
|
|
|
|
|
|
|
|
|
|
Add: Cost
reduction programs and other charges
|
—
|
—
|
(35)
|
—
|
—
|
—
|
—
|
—
|
(35)
|
—
|
Add: Purchase
accounting impacts - Linde AG (d)
|
(14)
|
(42)
|
(8)
|
(42)
|
(17)
|
(42)
|
(15)
|
(42)
|
(54)
|
(168)
|
Total
adjustments
|
(14)
|
(42)
|
(43)
|
(42)
|
(17)
|
(42)
|
(15)
|
(42)
|
(89)
|
(168)
|
Adjusted pro
forma noncontrolling interests from continuing
operations
|
$(41)
|
$(39)
|
$(46)
|
$(39)
|
$(46)
|
$(49)
|
$(45)
|
$(41)
|
$(178)
|
$(168)
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Pro Forma Income from Continuing Operations
(c)
|
|
|
|
|
|
|
|
|
|
|
Reported
income from continuing operations
|
$507
|
$2,870
|
$728
|
$461
|
$513
|
$480
|
$435
|
$462
|
$2,183
|
$4,273
|
Pro forma
adjustments (a)
|
45
|
(2,663)
|
(50)
|
(5)
|
48
|
77
|
96
|
47
|
$139
|
$(2,544)
|
Pro
forma
|
552
|
207
|
678
|
456
|
561
|
557
|
531
|
509
|
2,322
|
1,729
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
adjustments:
|
|
|
|
|
|
|
|
|
|
|
Add: Pension
settlement charge
|
—
|
8
|
—
|
3
|
—
|
—
|
—
|
—
|
$—
|
$11
|
Add: Cost
reduction programs and other charges
|
118
|
41
|
64
|
12
|
71
|
—
|
28
|
—
|
281
|
53
|
Less: Net gain
on sale of business
|
—
|
30
|
—
|
—
|
—
|
(30)
|
—
|
(50)
|
—
|
(50)
|
Add; Bond
Redemption
|
—
|
20
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
20
|
Add: Loss on
hedge portfolio unwind
|
—
|
(17)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(17)
|
Less: Other
tax charges
|
—
|
174
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
174
|
Add: Purchase
accounting impacts - Linde AG
|
354
|
378
|
310
|
379
|
368
|
378
|
368
|
378
|
1,400
|
1,513
|
Total
adjustments
|
472
|
634
|
374
|
394
|
439
|
348
|
396
|
328
|
1,681
|
1,704
|
Adjusted pro
forma income from continuing operations
|
$1,024
|
$841
|
$1,052
|
$850
|
$1,000
|
$905
|
$927
|
$837
|
$4,003
|
$3,433
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Pro Forma Diluted EPS from Continuing Operations
(c)
|
|
|
|
|
|
|
|
|
|
|
Reported
diluted EPS from continuing operations
|
$0.94
|
$6.22
|
$1.34
|
$1.58
|
$0.94
|
$1.65
|
$0.79
|
$1.59
|
$4.00
|
$12.79
|
Pro forma
adjustments (a)
|
0.08
|
(5.85)
|
(0.09)
|
(0.76)
|
0.09
|
(0.65)
|
0.18
|
(0.67)
|
0.25
|
(9.68)
|
Pro
forma
|
1.02
|
0.37
|
1.25
|
0.82
|
1.03
|
1.00
|
0.97
|
0.92
|
4.25
|
3.11
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
adjustments:
|
|
|
|
|
|
|
|
|
|
|
Add: Pension
settlement charge
|
—
|
0.02
|
—
|
0.01
|
—
|
—
|
—
|
—
|
$—
|
$0.03
|
Add: Cost
reduction programs and other charges
|
0.22
|
0.07
|
0.12
|
0.02
|
0.13
|
—
|
0.05
|
—
|
0.52
|
0.09
|
Less: Net gain
on sale of business
|
—
|
0.05
|
—
|
—
|
—
|
(0.05)
|
—
|
(0.09)
|
—
|
(0.09)
|
Add: Bond
redemption charge
|
—
|
0.04
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
0.04
|
Add: Loss on
hedge portfolio unwind
|
—
|
0.31
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
0.31
|
Less Income
tax reform
|
—
|
(0.03)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(0.03)
|
Add: Purchase
accounting impacts - Linde AG
|
0.65
|
0.68
|
0.57
|
0.69
|
0.67
|
0.68
|
0.67
|
0.68
|
2.57
|
2.73
|
Total
adjustments
|
0.87
|
1.14
|
0.69
|
0.72
|
0.80
|
0.63
|
0.72
|
0.59
|
3.08
|
3.08
|
Adjusted pro
forma diluted EPS from continuing operations
|
$1.89
|
$1.51
|
$1.94
|
$1.54
|
$1.83
|
$1.63
|
$1.69
|
$1.51
|
$7.34
|
$6.19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Pro Forma EBITDA and % of Sales
|
|
|
|
|
|
|
|
|
|
|
Income from
continuing operations
|
$507
|
$2,870
|
$728
|
$461
|
$513
|
$480
|
$435
|
$462
|
$2,183
|
$4,273
|
Add:
Noncontrolling interests related to continuing
operations
|
27
|
(33)
|
3
|
19
|
29
|
19
|
30
|
10
|
89
|
15
|
Add: Net
pension and OPEB cost (benefit), excluding service
cost
|
(25)
|
(14)
|
2
|
6
|
(24)
|
2
|
15
|
2
|
(32)
|
(4)
|
Add: Interest
expense
|
8
|
72
|
(3)
|
40
|
10
|
44
|
23
|
46
|
38
|
202
|
Add: Income
taxes
|
162
|
355
|
298
|
156
|
169
|
158
|
140
|
148
|
769
|
817
|
Add:
Depreciation and amortization
|
1,162
|
902
|
1,095
|
306
|
1,195
|
311
|
1,223
|
311
|
4,675
|
1,830
|
EBITDA from
continuing operations
|
1,841
|
4,152
|
2,123
|
988
|
1,892
|
1,014
|
1,866
|
979
|
7,722
|
7,133
|
Pro forma
adjustments (a)
|
|
|
|
|
|
|
|
|
|
|
Add: Linde AG
consolidated results
|
—
|
312
|
—
|
1,146
|
—
|
1,214
|
—
|
1,245
|
$—
|
$3,917
|
Add: Purchase
accounting impacts - Linde AG
|
—
|
363
|
2
|
(16)
|
—
|
(16)
|
10
|
(16)
|
12
|
315
|
Add: Cost
reduction programs and other charges
|
50
|
353
|
19
|
94
|
65
|
69
|
56
|
60
|
190
|
576
|
Less: Net gain
on sale of businesses
|
—
|
(3,294)
|
(164)
|
—
|
—
|
—
|
—
|
—
|
(164)
|
(3,294)
|
Less:
Divestitures
|
(1)
|
(150)
|
(2)
|
(319)
|
(6)
|
(324)
|
(7)
|
(317)
|
(16)
|
(1,110)
|
Pro forma
adjustments
|
49
|
(2,416)
|
(145)
|
905
|
59
|
943
|
59
|
972
|
22
|
404
|
Pro forma
EBITDA from continuing operations
|
1,890
|
1,736
|
1,978
|
1,893
|
1,951
|
1,957
|
1,925
|
1,951
|
7,744
|
7,537
|
Non-GAAP
adjustments:
|
|
|
|
|
|
|
|
|
|
|
Less: Net gain
on sale of business
|
—
|
30
|
—
|
—
|
—
|
(30)
|
—
|
(51)
|
—
|
(51)
|
Add: Cost
reduction programs and other charges
|
162
|
41
|
106
|
12
|
76
|
—
|
33
|
—
|
377
|
53
|
Add: Purchase
accounting impacts - Linde AG
|
14
|
16
|
15
|
16
|
14
|
16
|
14
|
16
|
57
|
64
|
Adjusted pro
forma EBITDA from continuing operations
|
$2,066
|
$1,823
|
$2,099
|
$1,921
|
$2,041
|
$1,943
|
$1,972
|
$1,916
|
$8,178
|
$7,603
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported
sales
|
$7,080
|
$5,801
|
$7,000
|
$3,008
|
$7,204
|
$3,044
|
$6,944
|
$2,983
|
$28,228
|
14,836
|
Pro forma
sales
|
$7,077
|
$7,023
|
$6,993
|
$6,942
|
$7,179
|
$7,178
|
$6,914
|
$6,941
|
$28,163
|
28,084
|
% of
sales
|
|
|
|
|
|
|
|
|
|
|
EBITDA from
continuing operations
|
26.0%
|
71.6%
|
30.3%
|
32.8%
|
26.3%
|
33.3%
|
26.9%
|
32.8%
|
27.4%
|
48.1%
|
Pro forma
EBITDA from continuing operations
|
26.7%
|
24.7%
|
28.3%
|
27.3%
|
27.2%
|
27.3%
|
27.8%
|
28.1%
|
27.5%
|
26.8%
|
Adjusted pro
forma EBITDA from continuing operations
|
29.2%
|
26.0%
|
30.0%
|
27.7%
|
28.4%
|
27.1%
|
28.5%
|
27.6%
|
29.0%
|
27.1%
|
(a)
See pro forma Income Statement Information in the preceding
sections.
(b)
The income tax expense (benefit) on the non-GAAP pre-tax
adjustments was determined using the applicable tax rates for the
jurisdictions that were utilized in calculating the GAAP income tax
expense (benefit) and included both current and deferred income tax
amounts.
(c)
Net of income taxes which are shown separately in “Adjusted
Income Taxes and Effective Tax Rate”.
(d)
The company believes that its non-GAAP measures excluding Purchase
accounting impacts - Linde AG are useful to investors because: (i)
the business combination was a merger of equals in an all-stock
merger transaction, with no cash consideration, (ii) the company is
managed on a geographic basis and the results of certain
geographies are more heavily impacted by purchase accounting than
others, causing results that are not comparable at the reportable
segment level, therefore, the impacts of purchasing accounting
adjustments to each segment vary and are not comparable within the
company and when compared to other companies in similar regions,
(iii) business management is evaluated and variable compensation is
determined based on results excluding purchase accounting impacts,
and; (iv) it is important to investors and analysts to understand
the purchase accounting impacts to the financial
statements.
A summary of each of the adjustments made for Purchase accounting
impacts - Linde AG are as follows:
Adjusted Operating Profit and Margin: The purchase accounting adjustments for the
quarter and year ended December 31, 2019 include (i) a $12 million
adjustment for the year ended December 31, 2019 for the increase in
cost of sales related to the fair value step up of inventories
acquired in the merger (included as a pro forma adjustment), and
(ii) a $481 million and $1,940 million increase for the quarter and
year ended December 31, 2019, respectively in depreciation and
amortization related to the fair value step up of fixed assets and
intangible assets (primarily customer related) acquired in the
merger.
Adjusted Interest Expense - Net: Relates to the amortization of the fair value of
debt acquired in the merger.
Adjusted Income Taxes and Effective Tax Rate: Relates to the current and deferred income tax
impact on the adjustments discussed above. The income tax expense
(benefit) on the non-GAAP pre-tax adjustments was determined using
the applicable tax rates for the jurisdictions that were utilized
in calculating the GAAP income tax expense (benefit) and included
both current and deferred income tax amounts.
Adjusted Income from Equity Investments: Represents the amortization of increased fair
value on equity investments related to depreciable and amortizable
assets.
Adjusted Noncontrolling Interests from Continuing
Operations: Represents the
noncontrolling interests’ ownership portion of the
adjustments described above determined on an entity by entity
basis.
21
Press release
LINDE PLC AND SUBSIDIARIES
APPENDIX
NON-GAAP MEASURES AND RECONCILIATIONS
(Millions of dollars)
(UNAUDITED)
|
2019
|
2018
|
|||
|
Q4
|
Q3
|
Q2
|
Q1
|
Q4
|
|
|
|
|
|
|
Net Debt - Net debt is a financial liquidity metric used by
investors, financial analysts and management to evaluate the
ability of a company to repay its debt and is calculated as total
debt (excluding purchase accounting impacts) less liquid
assets.
|
|||||
|
|
|
|
|
|
Debt
|
$13,956
|
$13,201
|
$13,957
|
$14,146
|
$15,296
|
Less: Cash and
cash equivalents
|
(2,700)
|
(2,120)
|
(2,686)
|
(5,791)
|
(4,466)
|
Net
debt
|
11,256
|
11,081
|
11,271
|
8,355
|
10,830
|
Less: Purchase
accounting impacts - Linde AG
|
(195)
|
(211)
|
(243)
|
(262)
|
(291)
|
Adjusted net
debt
|
$11,061
|
$10,870
|
$11,028
|
$8,093
|
$10,539
|
Less: Net
assets held for sale
|
(123)
|
(223)
|
(272)
|
(1,629)
|
(4,730)
|
Adjusted net
debt less net assets held for sale
|
$10,938
|
$10,647
|
$10,756
|
$6,464
|
$5,809
|
|
|
|
|
|
|
Capital and Adjusted
Capital - Capital is used in
the calculation of after-tax return on capital and adjusted
after-tax return on capital and is defined as equity plus adjusted
net debt. In addition, adjustments are made for the opening balance
sheet purchase accounting impacts of non-amortizing assets related
to the merger with Linde AG.
|
|||||
|
|
|
|
|
|
Equity and
redeemable noncontrolling interests:
|
|
|
|
|
|
Redeemable
noncontrolling interests
|
113
|
14
|
15
|
15
|
16
|
Linde plc
shareholders' equity
|
49,074
|
48,953
|
50,564
|
51,175
|
51,596
|
Noncontrolling
interests
|
2,448
|
2,341
|
2,315
|
5,457
|
5,484
|
Total equity
and redeemable noncontrolling interests
|
51,635
|
51,308
|
52,894
|
56,647
|
57,096
|
|
|
|
|
|
|
Reported capital
|
62,768
|
62,166
|
63,893
|
63,373
|
63,196
|
Adjusted
capital
|
62,573
|
61,955
|
63,650
|
63,111
|
62,905
|
|
|
|
|
|
|
Less: Linde AG
Goodwill
|
24,256
|
24,197
|
24,197
|
24,197
|
24,146
|
Less: Linde AG
Indefinite lived intangibles
|
1,868
|
1,868
|
1,868
|
1,868
|
1,648
|
Adjusted capital
|
$36,449
|
$35,890
|
$37,585
|
$37,046
|
$37,111
|
|
|
|
|
|
|
After-tax Return on Capital and
Adjusted After-tax Return on Capital (ROC) - After-tax return on capital is a measure used by
investors, financial analysts and management to evaluate the return
on net assets employed in the business. ROC measures the after-tax
operating profit that the company was able to generate with the
investments made by all parties in the business (debt,
noncontrolling interests and Linde plc shareholders’
equity).
|
|||||
|
|
|
|
|
|
Reported
income from continuing operations
|
$507
|
$728
|
$513
|
$435
|
$2,870
|
Add:
noncontrolling interests from continuing
operations
|
27
|
3
|
29
|
30
|
(33)
|
Add: interest
expense - net
|
8
|
(3)
|
10
|
23
|
72
|
Less: tax
benefit on interest expense - net *
|
(2)
|
1
|
(3)
|
(6)
|
(18)
|
Reported NOPAT
|
$540
|
$729
|
$549
|
$482
|
$2,891
|
|
|
|
|
|
|
Adjusted pro
forma income from continuing operations
|
$1,024
|
$1,052
|
$1,000
|
927
|
$841
|
Add: adjusted
pro forma noncontrolling interests from continuing
operations
|
41
|
46
|
46
|
45
|
40
|
Add: adjusted
pro forma interest expense - net
|
30
|
19
|
35
|
50
|
50
|
Less: tax
benefit on interest expense - net *
|
(7)
|
(5)
|
(9)
|
(13)
|
(13)
|
Adjusted pro forma NOPAT
|
$1,088
|
$1,112
|
$1,072
|
$1,009
|
$919
|
|
|
|
|
|
|
|
|
|
|
|
|
4-quarter
trailing reported NOPAT
|
$2,300
|
|
|
|
|
4-quarter
trailing pro forma adjusted NOPAT
|
$4,281
|
|
|
|
|
Annualized pro
forma adjusted NOPAT
|
|
|
|
|
|
|
|
|
|
|
|
Ending capital
(see above)
|
$62,768
|
|
|
|
|
5-quarter
average ending capital
|
$63,079
|
|
|
|
|
|
|
|
|
|
|
Ending
adjusted capital (see above)
|
$36,449
|
|
|
|
|
5-quarter
average ending adjusted capital
|
$36,816
|
|
|
|
|
|
|
|
|
|
|
After-tax ROC (4 quarter reported NOPAT / 5-quarter average ending
capital)
|
3.6%
|
|
|
|
|
Pro forma adjusted after-tax ROC (4 quarter trailing adjusted pro
forma NOPAT / 5-quarter average ending adjusted
capital)
|
11.6%
|
|
|
|
|
|
|
|
|
|
|
*
Tax benefit on
interest expense - net is generally presented using the reported
effective rate.
|
22