Merger of Praxair, Inc. and Linde AG | Merger of Praxair, Inc. and Linde AG On October 31, 2018 Praxair and Linde AG combined their respective businesses through an all-stock transaction and became subsidiaries of the company. In connection with the business combination, each share of common stock of Praxair par value $0.01 per share, (excluding any shares held in treasury immediately prior to the effective time of the merger, which were automatically canceled and retired for no consideration) was converted into one ordinary share, par value €0.001 per share, of Linde plc. Additionally, each tendered share of common stock of Linde AG was converted into 1.54 ordinary shares of Linde plc. Preliminary Allocation of Purchase Price In accordance with the FASB’s ASC 805, "Business Combinations" , Praxair was determined to be the accounting acquirer. As such, the company has applied the acquisition method of accounting with respect to the identifiable assets and liabilities of Linde AG, which have been measured at estimated fair value as of the date of the business combination. In accordance with the business combination agreement, Linde AG shareholders that accepted the exchange offer received Linde shares in exchange for Linde AG shares at an exchange ratio of 1.54 Linde shares for each Linde AG share. Because Praxair is the accounting acquirer, the fair value of the equity issued by Linde plc to Linde AG shareholders in the exchange transaction was determined by reference to the market price of Praxair shares. Accordingly, the purchase consideration below reflects the estimated fair value of the 92% of Linde AG shares tendered and Linde shares issued in exchange for those Linde AG shares, which is based on the final closing price of Praxair shares prior to the effective time of the merger on October 31, 2018 of $164.50 per share. The purchase price and estimated fair value of Linde AG’s net assets acquired as of the merger date on October 31, 2018 is presented as follows: (in thousands, except value per share data, Linde AG exchange ratio, and purchase price) Linde AG common stock tendered as of October 31, 2018 (i) 170,875 Shares Business combination agreement exchange ratio (ii) 1.54 : 1 Linde plc ordinary shares issued in exchange for Linde AG 263,148 Shares Per share price of Praxair, Inc. common stock (iii) $164.50 Purchase price (millions of dollars) $43,288 (i) Number of Linde AG shares tendered in the 2017 Exchange Offer. (ii) Exchange ratio for Linde AG shares as set forth in the business combination agreement. (iii) Closing price of Praxair shares on the New York Stock Exchange prior to the effective time of the business combination on October 31, 2018. In accordance with ASC 805, Linde AG's assets and liabilities were measured at estimated fair values at October 31, 2018, primarily using Level 3 inputs except debt which was Level 1. Estimates of fair value represent management's best estimate of assumptions about future events and uncertainties, including significant judgments related to future cash flows (sales, costs, customer attrition rates, and contributory asset charges), discount rates, competitive trends, market comparables, and others. Inputs used were generally obtained from historical data supplemented by current and anticipated market conditions and growth rates. The following table summarizes the preliminary allocation of purchase price to the identifiable assets acquired and liabilities assumed by Linde, with the excess of the purchase price over the fair value of Linde AG’s net assets recorded as goodwill. Due to the timing of the business combination, the magnitude and multi-national nature of the net assets acquired, and the hold separate order which deferred integration of the two merged companies until March 1, 2019, at June 30, 2019 the valuation process to determine the fair values was not complete and further adjustments are expected in 2019. The company has estimated the preliminary fair value of net assets acquired based on information currently available and will continue to adjust those estimates as additional information becomes available, analysis is able to be performed, refinement of market participant assumptions, finalization of tax returns in the pre-merger period and the application of push-down accounting at the subsidiary level. The areas where the fair value assessments are not finalized and, therefore, subject to adjustment during the measurement period relate primarily to identifiable intangible assets, property, plant and equipment, net assets held for sale, equity investments, income taxes, noncontrolling interests, contingencies and goodwill. The more significant measurement period adjustments made by Linde during the six months ended June 30, 2019 reflect: the agreed upon sale price of Linde AG’s Korean business resulting in an increase to assets held for sale and corresponding decrease to goodwill of $324 million , and an adjustment to the sale value of the Linde AG Americas businesses resulting in a decrease to assets held for sale and corresponding increase to goodwill of $296 million . As the company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price allocation adjustments will likely be recorded during the measurement period, but no later than one year from the date of the acquisition. The company will reflect measurement period adjustments in the period in which the adjustments are determined. The table below reflects the impact of measurement period adjustments made through June 30, 2019. The final determination of the fair values will likely result in further adjustments to the values presented in the following table: Millions of dollars Estimated Fair Value Assets Cash and cash equivalents $ 1,363 Accounts receivable – net 2,859 Inventories 1,452 Assets held for sale 5,208 Prepaid and other current assets 1,251 Property, plant and equipment 19,366 Equity investments 1,395 Goodwill 24,193 Other intangible assets 15,592 Other long-term assets 978 Total Assets Acquired $ 73,657 Less: Liabilities Assumed Accounts payable $ 3,360 Short-term debt 1,177 Current portion of long-term debt 1,864 Accrued taxes 159 Liabilities of assets held for sale 676 Other current liabilities 3,032 Long-term debt 6,295 Other long-term liabilities 1,908 Deferred credits, including deferred income taxes 6,752 Total Liabilities Assumed $ 25,223 Less: Noncontrolling Interests 5,146 Purchase Price (i) $ 43,288 (i) See above for the calculation of the purchase price. Summary of Significant Fair Value Methods The methods used to determine the fair value of significant identifiable assets and liabilities included in the preliminary allocation of purchase price are included in Note 3 to the consolidated financial statements in the company’s Annual Report on Form 10-K for the year ended December 31, 2018 . The excess of the consideration for the merger over the preliminary fair value of net assets acquired was recorded as goodwill. The merger resulted in the recognition of $24,193 million of goodwill, which is not deductible for tax purposes. The goodwill balance is primarily attributed to the assembled workforce, expanded market opportunities and cost and other operating synergies anticipated upon the integration of the operations of Praxair and Linde AG. The push down of goodwill to reporting units is not final and may differ from this preliminary determination. Unaudited Pro Forma Information Linde's unaudited pro forma results presented below were prepared pursuant to the requirements of ASC 805 and give effect to the merger as if it had been consummated on January 1, 2017. The pro forma results have been prepared for comparative purposes only, and do not necessarily represent what the revenue or results of operations would have been had the merger been completed on January 1, 2017. In addition, these results are not intended to be a projection of future operating results and do not reflect synergies that might be achieved. The unaudited pro forma results include adjustments for the preliminary purchase accounting impact (including, but not limited to, depreciation and amortization associated with the acquired tangible and intangible assets, amortization of the fair value adjustment to investment in nonconsolidated affiliates, and reduction of interest expense related to the fair value adjustment to long-term debt along with the related tax and non-controlling interest impacts), the alignment of accounting policies, adjustments due to IFRS compliant reporting conversion to U.S. GAAP and the elimination of transactions between Praxair and Linde AG. The unaudited pro forma results presented below exclude the results of operations of the Linde AG merger-related divestitures (see Note 17) as these divestitures are reflected as discontinued operations. The Praxair merger-related divestitures (see Note 17) are included in the results from continuing operations, including the results from Praxair's European business through the disposition date of December 3, 2018, in the unaudited pro forma results presented below, for all periods presented, as these divestitures do not qualify for discontinued operations. The unaudited pro forma results for the quarter and six months ended June 30, 2019 and 2018, prepared in accordance with ASC 805, are summarized below: *Quarter Ended June 30, **Six Months Ended June 30, Millions of dollars 2019 2018 2019 2018 Sales $ 7,204 $ 7,660 $ 14,148 $ 15,061 Income from continuing operations $ 513 $ 657 $ 996 $ 1,256 Diluted earnings per share from continuing operations $ 0.94 $ 1.18 $ 1.82 $ 2.26 * The quarter ended June 30, 2019 includes sales and income from continuing operations from the company's merger-related divestitures of $25 million and $4 million , respectively (2018 includes $456 million and $100 million , respectively). **The six months ended June 30, 2019 includes sales and income from continuing operations from the company's merger-related divestitures of $55 million and $9 million , respectively (2018 includes $891 million and $191 million , respectively). Significant nonrecurring amounts reflected in the pro forma results are as follows: For the quarter and six month periods ended June 30, 2018, Praxair Inc., and Linde AG collectively incurred pre-tax costs of $69 million and $129 million , respectively, to prepare for and close the merger. These costs were reflected within the results of operations in the pro forma results as if they were incurred on January 1, 2017. Any costs incurred related to merger-related divestitures and integration and to prepare for the intended business separations were reflected in the pro-forma results in the period in which they were incurred. The company incurred pre-tax charges of $10 million ( $8 million after tax) and $51 million ( $40 million after tax) in the first quarter of 2019 related to the amortization of the fair value step-up of inventories acquired and sold, as well as a pension settlement due to payments to certain participants as a result of change in control provisions within a U.S. nonqualified pension plan, respectively. The six month period ended June 30, 2019 pro forma results were adjusted to exclude these charges as these costs were reflected within the results of operations in the pro formas results as if they were incurred on January 1, 2017. Non-Merger Related Acquisitions Acquisitions were $140 million , net of cash acquired, during the six months ended June 30, 2019 , largely in the Americas. Acquisition activity was immaterial for the same period in 2018 . |