Linde (LIN) 10-K risk factor changes: FY2018 vs FY2017

[removed: Linde plc] [added: The company] may fail to realize the anticipated strategic and financial benefits sought from the business combination.

[removed: Linde plc] [added: The company] may not realize all of the anticipated benefits of the business [removed: combination.][added: combination between Praxair, Inc. and Linde AG, which was completed on October 31, 2018.]

The success of the business combination will depend on, among other things, [removed: Linde plc’s] [added: the company’s] ability to combine [removed: Praxair’s business with Linde’s business] [added: Praxair, Inc.’s and Linde AG’s businesses] in a manner that facilitates growth and realizes [added: the] anticipated [added: annual synergies and] cost [removed: savings.][added: reductions without adversely affecting current revenues and investments in future growth.]

[removed: In addition, the] [added: The] actual integration [removed: of Praxair and Linde] will [added: continue to] involve complex operational, technological and personnel-related challenges.

| • | aligning and executing the strategy of the [removed: combined group;] [added: company;] |

| • | coordinating accounting, [added: reporting,] information technology, communications, administration and other systems; |

| • | the [removed: combined group becoming] [added: company being] subject to Irish laws and regulations and legal action in Ireland; |

| • | coordinating the compliance program and [removed: creating] uniform financial reporting, information technology and other standards, controls, procedures and policies; |

| • | the implementation, ultimate impact and outcome of [removed: potential] post-completion reorganization transactions, [added: such as the squeeze-out with respect to remaining minority Linde AG shareholders,] which may be [removed: delayed or not take effect as a result of litigation or otherwise;] [added: delayed;] |

| • | unforeseen and unexpected liabilities related to the business combination or [removed: Linde plc’s business;] [added: the combined businesses;] |

| • | managing tax costs or inefficiencies associated with integrating [removed: the operations of the combined group;] [added: operations;] |

| • | identifying and eliminating redundant and underperforming functions and assets; [added: and] |

| • | effecting actions that may be required in connection with obtaining regulatory [removed: approvals; and] [added: approvals.] |

These and other factors could result in increased costs and diversion of management’s time and energy, as well as decreases in the amount of expected revenue and [removed: earnings, which could materially impact Linde plc’s business, financial condition and results of operations.][added: earnings.]

The integration process and other disruptions resulting from the business combination may also adversely affect [removed: Linde plc’s] [added: the company’s] relationships with employees, suppliers, customers, distributors, licensors and others with whom [removed: Praxair] [added: Praxair, Inc.] and Linde [added: AG] have business or other dealings, and difficulties in integrating the businesses [removed: of Praxair and Linde] could harm the reputation of the [removed: combined group.][added: company.]

If the [removed: combined group] [added: company] is not able to successfully [removed: combine] [added: integrate] the businesses of [removed: Praxair] [added: Praxair, Inc.] and Linde [added: AG] in an efficient, cost-effective and timely manner, the anticipated benefits and cost savings of the business combination may not be realized fully, or at all, or may take longer to realize than expected.

A change in [removed: Linde plc’s] [added: Linde’s] tax residency could have a negative effect on [removed: Linde plc’s] [added: the company’s] future profitability, and may trigger taxes on dividends or exit charges.

If Linde [removed: plc] ceases to be resident in the United Kingdom and becomes resident in another jurisdiction, it may be subject to [removed: U.K.] [added: United Kingdom] exit charges, [removed: and] [added: and/or] could become liable for additional tax charges in the other [removed: jurisdiction (including, by way of example, dividend withholding taxes or corporate income tax charges).][added: jurisdiction.]

If Linde [removed: plc] were to be treated as resident in more than one jurisdiction, it could be subject to [removed: multiple] [added: duplicative] taxation.

[added: Furthermore, although] Linde [removed: plc] is [added: incorporated in Ireland and is] not [removed: currently] expected to be treated as a domestic [removed: corporation, but] [added: corporation for U.S. federal income tax purposes,] it is possible that [added: the IRS could disagree with this result or that] changes in U.S. federal income tax law could alter [removed: that] [added: this] result.

Changes in tax laws [removed: and] [added: or] policy could adversely impact [removed: Linde plc's] [added: the company’s] financial position or results of operations.

Linde [removed: plc, Praxair] and [removed: Linde] [added: its subsidiaries] are subject to the tax rules and regulations in the U.S., Germany, Ireland, the U.K. and other countries in which [removed: Linde plc, Praxair and Linde and their affiliates] [added: they] operate.

[removed: Such] [added: Those] tax rules and regulations are subject to change on a prospective or retroactive basis.

Under current economic and political conditions, including the [removed: referendum in June 2016 in the U.K. in which voters approved an] [added: U.K.’s ongoing] exit [added: process] from the [removed: EU and the ongoing exit process,] [added: EU,] tax rates and policies in any jurisdiction, including the U.S., the U.K. and [added: the] EU, are subject to significant change.

In [removed: particular, since] [added: particular,since] Linde [removed: plc] is expected to be treated as U.K. tax resident, any potential changes in the tax rules applying to U.K. tax-resident companies would directly [added: affect Linde.]

In addition, changes in tax legislation may have a significant impact on [removed: Linde plc’s, Praxair’s and] Linde’s [added: and its subsidiaries’] tax receivables and tax liabilities as well as on their deferred tax assets and deferred tax [removed: liabilities.][added: liabilities and uncertainty about the tax environment in some regions may restrict their opportunities to enforce their respective rights under the law.]

[removed: Companies in the combined group] [added: Linde] will also operate in countries with complex tax regulations which could be interpreted in different ways.

Interpretations of these regulations or changes in the tax system might have an adverse impact on the tax liabilities, profitability and business operations of [removed: Praxair, Linde or the combined group.]

Linde [removed: plc, Praxair, Inc.] and [removed: Linde AG and their respective] [added: its] subsidiaries are subject to periodic audits by the tax authorities in various jurisdictions or other review actions by the relevant financial or tax authorities.

The ultimate tax outcome may differ from the amounts recorded in [removed: Linde plc’s, Praxair’s and] Linde’s [added: or its subsidiaries’] financial statements and may materially affect their respective financial results for the period when such determination is made.

U.S. civil liabilities may not be enforceable against [removed: Linde plc.][added: Linde.]

Linde [removed: plc] is organized under the laws of Ireland and substantial portions of its assets will be located outside of the United States.

In addition, certain [removed: members of the board of] directors [added: and officers] of Linde [removed: plc (the “Linde plc board of directors”)] [added: and its subsidiaries] reside outside the United States.

As a result, it may be difficult for investors to effect service of process within the United States upon Linde [removed: plc] or such [removed: other] persons, or to enforce outside the United States judgments obtained against such persons in U.S. courts in any action, including actions predicated upon the civil liability provisions of the U.S. federal securities laws.

A judgment for the payment of money rendered by a court in the United States [added: based on civil liability] would not be automatically enforceable in Ireland.

The following requirements must be met before the foreign judgment will be deemed to be enforceable in [removed: Ireland:][added: Ireland (i) the judgment must be for a definite sum, (ii) the judgment must be final and conclusive; and (iii) the judgment must be provided by a court of competent jurisdiction.]

An Irish court will also exercise its right to refuse judgment if the foreign judgment [removed: (a)] [added: (i)] was obtained by fraud; [removed: (b)] [added: (ii)] violated Irish public policy; [removed: (c)] [added: (iii)] is in breach of natural justice; or [removed: (d)] [added: (iv)] if the judgment is irreconcilable with an earlier foreign judgment.

In addition, there is doubt as to whether an Irish court would accept jurisdiction and impose civil liability on Linde [removed: plc, any member of its board of directors,] or [removed: any officer who is a resident of a country other than the United States,] [added: such persons] in an original action predicated solely upon the U.S. federal securities laws brought in a court of competent jurisdiction in Ireland against Linde [removed: plc] or such [removed: director] [added: member, officer] or [removed: officer,] [added: expert,] respectively.

Due to the size and geographic reach of the company’s operations, a wide range of factors, many of which are outside of the company’s control, could materially affect the company’s future operations and financial performance.

Management believes the following risks may significantly impact the company:

Weakening economic conditions in markets in which Linde does business may adversely impact its financial results and/or cash flows.

Linde serves a diverse group of industries across more than 100 countries, which generally leads to financial stability through various business cycles.

However, a broad decline in general economic or business conditions in the industries served by its customers could adversely affect the demand for Linde’s products and impair the ability of its customers to satisfy their obligations to Linde, resulting in uncollected receivables and/or unanticipated contract terminations or project delays.

For example, global political and economic uncertainty could reduce investment activities of Linde’s customers, which could adversely affect Linde’s engineering project business.

In addition, many of Linde’s customers are in businesses that are cyclical in nature, such as the chemicals, electronics, metals and energy industries.

Downturns in these industries may adversely impact Linde during these cycles.

Additionally, such conditions could impact the utilization of Linde’s manufacturing capacity which may require it to

recognize impairment losses on tangible assets such as property, plant and equipment, as well as intangible assets such as goodwill, customer relationships or intellectual property.

Increases in the cost of energy and raw materials and/or disruption in the supply of these materials could result in lost sales or reduced profitability.

Energy is the single largest cost item in the production and distribution of industrial gases.

Most of Linde’s energy requirements are in the form of electricity, natural gas and diesel fuel for distribution.

Linde attempts to minimize the financial impact of variability in these costs through the management of customer contracts and reducing demand through operational productivity and energy efficiency.

Large customer contracts typically have escalation and pass-through clauses to recover energy and feedstock costs.

Such attempts may not successfully mitigate cost variability, which could negatively impact Linde’s financial condition or results of operations.

The supply of energy has not been a significant issue in the geographic areas where Linde conducts business.

However, regional energy conditions are unpredictable and may pose future risk.

For carbon dioxide, carbon monoxide, helium, hydrogen, specialty gases and surface technologies, raw materials are largely purchased from outside sources.

Where feasible, Linde sources several of these raw materials, including carbon dioxide, hydrogen and calcium carbide, as chemical or industrial byproducts.

In addition, Linde has contracts or commitments for, or readily available sources of, most of these raw materials; however, their long-term availability and prices are subject to market conditions.

A disruption in supply of such raw materials could impact Linde’s ability to meet contractual supply commitments.

Linde’s international operations are subject to the risks of doing business abroad and international events and circumstances may adversely impact its business, financial condition or results of operations.

Linde has substantial international operations which are subject to risks including devaluations in currency exchange rates, transportation delays and interruptions, political and economic instability and disruptions, restrictions on the transfer of funds, trade conflicts and the imposition of duties and tariffs, import and export controls, changes in governmental policies, labor unrest, possible nationalization and/or expropriation of assets, domestic and international tax laws and compliance with governmental regulations.

These events could have an adverse effect on the international operations of Linde in the future by reducing the demand for its products, decreasing the prices at which it can sell its products, reducing the revenue from international operations or otherwise having an adverse effect on its business.

For example, Linde has a meaningful presence in the U.K. and the U.K.’s ongoing exit process from the EU has continued to cause, and may in the future cause, political and economic uncertainty, which could have an adverse impact on the markets which Linde supplies.

Currency exchange rate fluctuations and other related risks may adversely affect Linde's results.

Because a significant portion of Linde's revenue is denominated in currencies other than its reporting currency, the U.S. dollar, changes in exchange rates will produce fluctuations in revenue, costs and earnings and may also affect the book value of assets and liabilities and related equity.

Although the company from time to time utilizes foreign exchange forward contracts to hedge these exposures, its efforts to minimize currency exposure through such hedging transactions may not be successful depending on market and business conditions.

As a result, fluctuations in foreign currency exchange rates could adversely affect Linde’s financial condition, results of operations or cash flows.

Macroeconomic factors may impact Linde’s ability to obtain financing or increase the cost of obtaining financing which may adversely impact Linde’s financial results and/or cash flows.

Volatility and disruption in the U.S., European and global credit and equity markets, from time to time, could make it more difficult for Linde to obtain financing for its operations and/or could increase the cost of obtaining financing.

In addition, Linde’s borrowing costs can be affected by short- and long-term debt ratings assigned by independent rating agencies which are based, in significant part, on its performance as measured by certain criteria such as interest coverage and leverage ratios.

A decrease in these debt ratings could increase the cost of borrowing or make it more difficult to obtain financing.

An impairment of goodwill or intangible assets could negatively impact the company's financial results.

As of December 31, 2018, the net carrying value of goodwill and other indefinite-lived intangible assets was $27 billion and $2 billion, respectively, primarily as a result of the business combination and the related acquisition method of accounting applied to Linde AG.

In accordance with generally accepted accounting principles, the company periodically assesses these assets to determine if they are impaired.

Significant negative industry or economic trends, disruptions to business, unexpected significant changes or planned changes in use of the assets, divestitures and sustained market capitalization declines may result in recognition of impairments to goodwill or other indefinite-lived assets.

Any charges relating to such impairments could have a material adverse impact on Linde's results of operations in the periods recognized.

Catastrophic events could disrupt the operations of Linde and/or its customers and suppliers and may have a significant adverse impact on the results of operations.

To date, the Company has not conducted any material activities other than those incidental to its formation and the matters contemplated by the business combination agreement.

Important risk factors that could impact Linde plc’s future operations, financial performance and the trading prices of its common shares are presented below.

The following risk factors should be read in conjunction with discussions of Linde plc’s activities located elsewhere in this Form 10-K and the risk factors, including risks related to Praxair’s and Linde’s businesses, included or incorporated by reference into Linde plc’s subsequent filings with the SEC.

Linde plc, Praxair and Linde must obtain governmental and regulatory approvals to consummate the business combination, which could delay the completion of the business combination or, if not granted, would result in a termination of the business combination.

In addition, conditions imposed by such agencies in connection with their approvals may adversely impact the business, financial condition or results of operations of the combined group.

Completion of the business combination remains conditioned upon regulatory approval or expiration or termination of

statutory waiting periods (including extensions thereof) under merger control or competition law regimes in the United States (including CFIUS approval), the European Union, Brazil, Canada, China, India, Mexico, and South Korea.

In addition, regulatory approvals have been solicited and filings made in other jurisdictions in which the parties mutually agreed antitrust filings to be necessary.

The relevant agencies have commenced or may commence in-depth investigations, may impose requirements, limitations or costs or require divestitures or place restrictions on the conduct of Linde plc’s, Praxair’s and Linde AG’s respective businesses.

For example, on February 16, 2018, the European Commission initiated a Phase II review of the proposed business combination and on August 31, 2017, Praxair, Inc. and Linde AG entered into timing agreements with the United States Federal Trade Commission (the “FTC”).

In accordance with such timing agreements, the proposed business combination will not close before 12:01 a.m.

Eastern Time on the 120th calendar day following the date on which Praxair and Linde AG provide written notice to the FTC of their intention to close, unless they have received prior notice that the FTC has closed its investigation.

While timing agreements with the FTC and a Phase II review by the European Commission are customary in large transactions of this nature and the companies are continuing to work closely and cooperatively with regulators, any delay for regulatory reasons could diminish the anticipated benefits of the business combination or result in additional transaction costs.

No assurance can be given that the required approvals will be obtained or that the required conditions to the business combination will be satisfied, and if they are, as to the terms, conditions and timing of the approvals.

If the requisite regulatory approvals have not been obtained by October 24, 2018, the business combination agreement will terminate.

Conditions imposed by regulatory agencies in connection with their approval of the business combination may require changes to the operations of Linde plc, Praxair and/or Linde, restrict their ability to operate in certain jurisdictions following the business combination, restrict the combination of Praxair’s and Linde’s operations in certain jurisdictions or require other commitments regarding ongoing operations.

Such conditions may also restrict Linde plc’s, Praxair’s and/or Linde’s ability to modify the operations of their businesses in response to changing circumstances for a period of time after completion of the business combination or their ability to expend cash for other uses or otherwise have an adverse effect on the anticipated benefits of the business combination, thereby adversely impacting the business, financial condition or results of operations of Linde plc, Praxair and Linde.

The companies currently expect to divest certain assets in order to obtain certain regulatory approvals, which may result in loss of value due to the loss of those assets or businesses or a sale of those assets or businesses at less than the desired price or under otherwise unfavorable conditions, in particular as a result of timing constraints and the limited universe of buyers acceptable to the regulatory authorities, especially in challenging market conditions.

The business combination agreement contemplates certain revenue and EBITDA thresholds with respect to such potential divestitures.

The companies may also make certain other commitments regarding ongoing operations in certain jurisdictions in response to regulatory requirements.

Linde plc, Praxair and Linde may not be successful in obtaining all required regulatory approvals, and if they are, any restrictions, requirements or conditions imposed by regulators could have a material adverse effect on the business, results of operations, financial condition and prospects of Linde plc and reduce substantially or eliminate the synergies and cost reductions and the advantages which Linde plc, Praxair and Linde expect to achieve from the business combination.

In addition, the business combination agreement, or certain covenants therein, may be terminated for, or may terminate as a result of, certain reasons, including, among others, a permanent injunction or order by any governmental entity in Ireland, the United Kingdom, Germany or the United States that prohibits or makes illegal the completion of the business combination, the occurrence of a change, event, occurrence or effect that has had or is reasonably expected to have a “material adverse change” (as defined in the business combination agreement) on Linde AG or Praxair, Inc. or the failure to obtain approval by requisite governmental regulators and authorities described in the preceding paragraph.

No assurance can be given that no event giving rise to termination of the business combination agreement will occur.

Because the exchange ratios in the merger and the exchange offer are fixed, the market value of the Linde plc shares received by Praxair shareholders in the merger or by Linde AG shareholders in the exchange offer may be less than the market value of the Praxair or Linde AG shares that such holder held prior to the completion of the business combination.

Praxair shareholders will receive one Linde plc share for each of their Praxair shares in the merger and Linde AG shareholders who tendered their Linde AG shares in the exchange offer will receive 1.540 Linde plc shares for each Linde AG share tendered and not withdrawn.

These exchange ratios are fixed and will not vary even if the market price of Praxair shares or Linde AG shares varies.

The market value of Praxair shares and Linde AG shares at the time of the completion of the business combination may vary significantly from the value on the date of the execution of the business combination agreement, the date of this document, the date on which Praxair shareholders voted on the merger, the date on which Linde AG shareholders tendered their shares in the exchange offer or the expiration of the acceptance period.

Because the exchange ratios will not be adjusted to reflect any changes in the market price of the Praxair shares or Linde AG shares, the value of the consideration paid to the Praxair shareholders in the merger or to the Linde AG shareholders who tendered their shares in the exchange offer may be lower than the market value of their Praxair or Linde AG shares, respectively, on earlier dates.

Changes in share prices may result from a variety of factors that are beyond the control of Linde plc, Praxair and Linde, including their respective business, operations and prospects, market conditions, economic development, geopolitical events, regulatory considerations, governmental actions, legal proceedings and other developments.

Market assessments of the benefits of the business combination and of the likelihood that the business combination will be completed, as well as general and industry-specific market and economic conditions, may also have an adverse effect on share prices.

The pendency of the business combination, during which Praxair and Linde are subject to certain operating restrictions, could have an adverse effect on Linde plc’s, Praxair’s and Linde’s businesses and cash flows, financial condition and results of operations.

The pendency of the business combination could disrupt Praxair’s and Linde’s businesses, and uncertainty about the effect of the business combination may have an adverse effect on Linde plc, Praxair and Linde.

These uncertainties could cause suppliers, vendors, partners, customers and others that deal with Praxair and Linde to defer entering into contracts with, or making other decisions concerning, Praxair and Linde or to seek to change or cancel existing business relationships with the companies.

In addition, Praxair’s and Linde’s employees may experience uncertainty regarding their roles after the business combination.

Employees may depart either before or after the completion of the business combination because of uncertainty and issues relating to the difficulty of coordination or because of a desire not to remain following the business combination.

Therefore, the pendency of the business combination may adversely affect Linde plc’s, Praxair’s and Linde’s ability to retain, recruit and motivate key personnel.

Additionally, the attention of Praxair’s and Linde’s management may be directed towards the completion of the business combination, including obtaining regulatory approvals, and may be diverted from the day-to-day business operations of Praxair and Linde.

Matters related to the business combination may require commitments of time and resources that could otherwise have been devoted to other opportunities that might have been beneficial to Praxair and Linde.

Additionally, the business combination agreement requires Praxair and Linde to refrain from taking certain specified actions, for example significant investments or disposals, while the business combination is pending (except those necessary in connection with obtaining regulatory approvals).

These restrictions may prevent Praxair and Linde from pursuing otherwise attractive business opportunities or capital structure alternatives and from executing certain business strategies prior to the completion of the business combination.

The information set forth below is a summary that should be read together with the consolidated financial statements of Linde plc and the related notes thereto, included in Item 8 to this Form 10-K.

To date, Linde plc has not conducted any material activities other than those incidental to its formation and the matters contemplated by the business combination agreement.

Linde plc does not have any material assets and the management of Linde plc has not resolved to make any future investments other than in relation to the business combination.

In connection with the proposed business combination, Linde plc filed a Registration Statement on Form S-4 which was declared effective by the SEC on August 14, 2017.

On July 24, 2017 Linde plc entered into a cash management agreement with Praxair International Finance UC to finance the Company´s working capital obligations.

The total available amount under the facility is €30,000,000.

The cash management agreement is Euro denominated and has a variable interest rate of one month EUR LIBOR plus a 0% spread.

The cash management agreement terminates on the earlier of the termination date of the business combination agreement or the business day immediately following the closing date of the business combination.

As of December 31, 2017, $9,501,470 was outstanding under this facility primarily related to SEC registration fees paid by Praxair International Finance UC on behalf of Linde plc.

In addition, Linde plc has incurred expenses of $1,882,646 for the period from inception to December 31, 2017, primarily related to accounting and advisory services incurred in connection with the business combination.

As of December 31, 2017, Linde plc did not have any off-balance sheet arrangements.

In addition, as of December 31, 2017, Linde plc did not have any long-term debt, capital lease obligations, operating lease obligations, purchase obligations or other long-term liabilities.

Forward-looking Statements

Certain statements and assumptions in this document contain or are based on “forward-looking” information.

Forward-looking statements are based on Linde plc’s beliefs and assumptions on the basis of factors currently known to them.

These forward-looking statements include terms and phrases such as: “anticipate,” “expect,” “continue,” “should,” “could,” “may,” “plan,” “project,” “predict,” “will,” “potential,” “forecast,” and similar expressions.

These forward-looking statements include statements regarding benefits of the proposed business combination, integration plans and expected synergies and cost reductions, anticipated future growth, financial and operating performance and results.

Forward-looking statements involve significant risks and uncertainties that may cause actual results to be materially different from the results predicted or expected.

No assurance can be given that these forward-looking statements will prove accurate and correct, or that projected or anticipated future results will be achieved.

All forward-looking statements included in this document are based upon information available to Linde plc on the date hereof, and Linde plc disclaims and does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than Linde plc has described.

All such factors are difficult to predict and beyond Linde plc’s control.

These factors include:

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| • | failure to obtain applicable governmental or regulatory approvals in a timely manner or otherwise, or being required to accept conditions, including divestitures, that could reduce the anticipated benefits of the proposed business combination as a condition to obtaining regulatory approvals; |

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| --- | --- |

| • | the ability to implement the business combination and to satisfy applicable closing conditions; |

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| • | the ability to integrate the operations of Praxair and Linde, the ultimate outcome of Linde plc’s commercial and operating strategy following completion of the business combination, including the ultimate ability to realize synergies and cost reductions; |

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| --- | --- |

| • | operating costs, customer loss or business disruption being greater than expected in anticipation of, or, if consummated, following, the business combination; |

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| --- | --- |

| • | the effects of a combination of Praxair and Linde, including Linde plc’s future financial position, operating results, strategy and plans; |

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| --- | --- |

Linde is exposed to market risks relating to fluctuations in interest rates and currency exchange rates.

The objective of financial risk management at Linde is to minimize the negative impact of interest rate and foreign exchange rate fluctuations on the company’s earnings, cash flows and equity.

To manage these risks, Linde uses various derivative financial instruments, including interest-rate swaps, treasury rate locks, currency swaps, forward contracts, and commodity contracts.

Linde only uses commonly traded and non-leveraged instruments.

These contracts are entered into primarily with major banking institutions thereby minimizing the risk of credit loss.

Also, see Notes 2 and 14 to the consolidated financial statements for a more complete description of Linde’s accounting policies and use of such instruments.

The following discussion presents the sensitivity of the market value, earnings and cash flows of Linde’s financial instruments to hypothetical changes in interest and exchange rates assuming these changes occurred at December 31, 2018.

The range of changes chosen for these discussions reflects Linde’s view of changes which are reasonably possible over a one-year period.

Market values represent the present values of projected future cash flows based on interest rate and exchange rate assumptions.

Interest Rate Risk

At December 31, 2018, Linde had debt totaling $15,296 million ($9,000 million at December 31, 2017).

For fixed-rate instruments, interest rate changes affect the fair market value but do not impact earnings or cash flows.

Conversely, for floating-rate instruments, interest rate changes generally do not affect the fair market value of the instrument but impact future earnings and cash flows, assuming that other factors are held constant.

At December 31, 2018, including the impact of derivatives Linde had fixed-rate debt of $12,565 million and floating-rate debt of $2,731 million, representing 82% and 18%, respectively, of total debt.

At December 31, 2017, Linde had fixed-rate debt of $8,253 million and floating-rate debt of $747 million, representing 92% and 8%, respectively, of total debt.

Fixed Rate Debt

In order to mitigate interest rate risk, when considered appropriate interest-rate swaps are entered into as hedges of underlying financial instruments to effectively change the characteristics of the interest rate without actually changing the underlying financial instrument.

At December 31, 2018, Linde had fixed-to-floating interest rate swaps outstanding that were designated as hedging instruments of the underlying debt issuances - refer to Note 14 to the consolidated financial statements for additional information.

This sensitivity analysis assumes that, holding all other variables constant (such as foreign exchange rates, swaps and debt levels), a one-percentage-point increase in interest rates would decrease the unrealized fair market value of the fixed-rate debt portfolio by approximately $594 million ($450 million in 2017).

A 100 basis point increase in interest rates would result in an approximate $92 million increase to derivative assets recorded.

Variable Rate Debt

At December 31, 2018, the after-tax earnings and cash flows impact of a one-percentage point increase in interest rates, including the offsetting impact of derivatives, on the variable-rate debt portfolio would be approximately $24 million.

At December 31, 2017 the impact of a one-percentage point increase was $6 million, holding all other variables constant.

Foreign Currency Risk

Linde’s exchange-rate exposures result primarily from its investments and ongoing operations in South America (primarily Brazil, Argentina, Chile and Colombia), Europe (primarily Germany, Scandinavia, and the United Kingdom), Canada, Mexico, Asia Pacific (primarily Australia, China, India, and Korea) and other business transactions such as the procurement of equipment from foreign sources.

Linde frequently utilizes currency contracts to hedge these exposures.

At December 31, 2018, Linde had a notional amount outstanding of $9,412 million ($2,693 million at December 31, 2017) related to foreign exchange contracts.

The majority of these were to hedge recorded balance sheet exposures, primarily intercompany loans denominated in non-functional currencies.

See Note 14 to the consolidated financial statements.

Holding all other variables constant, if there were a 10% adverse change in foreign-currency exchange rates for the portfolio, the fair market value of foreign-currency contracts outstanding at December 31, 2018 and 2017 would decrease by approximately $307 million and $174 million, respectively, which would be largely offset by an offsetting gain on the foreign-currency fluctuation of the underlying exposure being hedged.

During the period covered by this report, Linde plc did not conduct any material activities and therefore did not incur any significant interest rate risk, foreign currency exchange rate risk, commodity price risk or other relevant market risks.

[removed: The Company] [added: Linde plc] was formed in [added: 2017 in] accordance with the requirements of the business combination agreement, dated [removed: as of] June 1, 2017, as [removed: amended (the "business combination agreement"), pursuant to which, among other things,] [added: amended, between Linde plc,] Praxair, Inc. [removed: (together with its subsidiaries, “Praxair”)] [added: ("Praxair")] and Linde [removed: AG (together with its subsidiaries, “Linde”) agreed to combine their respective businesses through an all-stock transaction, and become subsidiaries of the Company.][added: Aktiengesellschaft ("Linde AG").]

[removed: The] [added: In addition, the public may read and copy any materials filed with the] SEC [removed: also maintains a] [added: free of charge at the SEC’s] website, www.sec.gov, that contains reports, proxy information statements and other information regarding issuers that file electronically.

General

Linde plc is a public limited company formed under the laws of Ireland with its principal offices in the United Kingdom.

Effective October 31, 2018, the business combination was completed and Linde plc is comprised of the businesses of Praxair and Linde AG (hereinafter the combined group will be referred to as "the company" or "Linde").

The business combination brought together two leading companies in the global industrial gases industry, leveraging the proven strengths of each.

Linde believes the merger will combine Linde AG’s long-held expertise in technology with Praxair’s efficient operating model, thus creating a global leader.

The company is expected to enjoy strong positions in key geographies and end markets and will create a more diverse and balanced global portfolio.

Linde is the largest industrial gas company worldwide.

It continues to be a major technological innovator in the industrial gases industry.

Its primary products in its industrial gases business are atmospheric gases (oxygen, nitrogen, argon, and rare gases) and process gases (carbon dioxide, helium, hydrogen, electronic gases, specialty gases, and acetylene).

The company also designs, engineers, and builds equipment that produces industrial gases primarily for internal use and offers its customers a wide range of gas production and processing services such as olefin plants, natural gas plants, air separation plants, hydrogen and synthesis gas plants and other types of plants.

The surface technologies segment supplies wear-resistant and high-temperature corrosion-resistant metallic and ceramic coatings and powders.

Linde serves a diverse group of industries including healthcare, petroleum refining, manufacturing, food, beverage carbonation, fiber-optics, steel making, aerospace, chemicals and water treatment.

In 2018, the company, Praxair and Linde AG entered into various agreements with regulatory authorities to satisfy antitrust requirements to secure approval to consummate the business combination.

These agreements required the sale of the majority of Praxair's European industrial gases business (completed on December 3, 2018), the majority of Linde AG's Americas industrial gases business (completed on March 1, 2019), as well as certain divestitures of other Praxair and Linde AG businesses in Asia that are expected to be sold in 2019.

As of December 31, 2018 and until the completion of the majority of such divestitures, Linde AG and Praxair were obligated to operate their businesses globally as separate and independent companies, and not coordinate any of their commercial operations.

The U.S. Federal Trade Commission's (the “FTC”) hold separate order (“HSO”) restrictions were lifted March 1, 2019, concurrent with the sale of the required merger-related divestitures in the United States.

See Notes 4 and 23 to the consolidated financial statements for additional information relating to divestitures.

Praxair was determined to be the accounting acquirer in the business combination.

Accordingly, the historical financial statements of Praxair for the periods prior to the business combination are considered to be the historical financial statements of the company.

The results of Linde AG are included in Linde's consolidated results from the date of the completion of the business combination forward.

Also, during 2018 the company reported its continuing operations in six reporting segments under which it managed its operations, assessed performance, and reported earnings: North America, South America, Asia, Europe, Surface Technologies and Linde AG.

Linde AG became the sixth reportable segment effective with the merger on October 31, 2018.

Linde’s sales were $14,900 million, $11,437 million, and $10,534 million for 2018, 2017, and 2016, respectively.

Refer to Item 7, Management's Discussion and Analysis, for a discussion of consolidated sales and Note 20 to the consolidated financial statements for additional information related to Linde’s reportable segments.

Industrial Gases Products and Manufacturing Processes

Atmospheric gases are the highest volume products produced by Linde.

Using air as its raw material, Linde produces oxygen, nitrogen and argon through several air separation processes of which cryogenic air separation is the most prevalent.

Rare gases, such as krypton, neon and xenon, are also produced through cryogenic air separation.

As a pioneer in the industrial gases industry, Linde is a leader in developing a wide range of proprietary and patented applications and supply systems technology.

Linde also led the development and commercialization of non-cryogenic air separation technologies for the production of industrial gases.

These technologies open important new markets and optimize production capacity for the company by lowering the cost of supplying industrial gases.

These technologies include

proprietary vacuum pressure swing adsorption (“VPSA”) and membrane separation to produce gaseous oxygen and nitrogen, respectively.

Process gases, including carbon dioxide, hydrogen, carbon monoxide, helium, specialty gases and acetylene are produced by methods other than air separation.

Most carbon dioxide is purchased from by-product sources, including chemical plants, refineries and industrial processes or is recovered from carbon dioxide wells.

Carbon dioxide is processed in Linde’s plants to produce commercial and food-grade carbon dioxide.

Hydrogen and carbon monoxide can be produced by either steam methane reforming or auto-thermal reforming of natural gas or other feed streams such as naphtha.

Hydrogen is also produced by purifying by-product sources obtained from the chemical and petrochemical industries.

Most of the helium sold by Linde is sourced from certain helium-rich natural gas streams in the United States, with additional supplies being acquired from outside the United States.

Acetylene is primarily sourced as a chemical by-product, but may also be produced from calcium carbide and water.

Linde plc, formerly known as Zamalight plc ("Linde plc" or the “Company”), was incorporated as a public limited company under the laws of Ireland on April 18, 2017, by Enceladus Holding Limited ("Enceladus") and Cumberland Corporate Services Limited ("Cumberland").

Zamalight plc was renamed "Linde plc" on July 20, 2017.

The Company is registered in Ireland under the registration number 602527 and with its registered office located at Ten Earlsfort Terrace, Dublin 2, D02 T380 Ireland and principal executive offices at The Priestley Centre, 10 Priestley Road, The Surrey Research Park, Guildford, Surrey GU2 7XY, United Kingdom.

The Company’s fiscal year ended on December 31, 2017.

In connection with the proposed business combination, Linde plc filed a Registration Statement on Form S-4 ("the registration statement") which was declared effective by the U. S. Securities and Exchange Commission ("SEC") on August 14, 2017.

Linde plc also filed an offer document with the German Federal Financial Supervisory Authority (Bundesanstalt fuer Finanzdienstleistungsaufsicht) (“BaFin”) which was approved for publication by BaFin on August 14, 2017 and published by Linde plc on August 15, 2017 (the "offer document").

Pursuant to the offer document, Linde plc made an offer to exchange each issued and outstanding no-par value bearer share of Linde AG for 1.540 ordinary shares of Linde plc (the “exchange offer”).

In addition, upon completion of the exchange offer, Zamalight Subco, Inc., an indirect wholly-owned Delaware subsidiary of Linde plc, will merge with and into Praxair, Inc., with Praxair, Inc. surviving the merger (the “merger”, and together with the exchange offer, the “business combination” ).

In the merger, each share of Praxair, Inc. common stock will be converted into the right to receive one Linde plc ordinary share.

Praxair, Inc.’s stockholders approved the merger at Praxair, Inc.’s special meeting held on September 27, 2017, and on November 24, 2017, the tender period for the exchange offer expired with approximately 92% of all Linde AG shares entitled to voting rights being tendered.

The parties currently expect the business combination to be completed in the second half of 2018.

Upon completion of the business combination, Linde plc will apply to list its ordinary shares on the New York Stock Exchange and the Frankfurt Stock Exchange, and will seek inclusion in the S&P 500 and DAX 30 indices.

To date, the Company has not conducted any material activities other than those incidental to its formation and the matters contemplated by the business combination agreement such as the incurrence of SEC registration fees and other transaction-related costs.

For additional information related to the business combination agreement, please refer to Note 1 to the consolidated financial statements included in this annual report on Form 10-K (the “Form 10-K”) and to the registration statement.

In addition, the public may read and copy any materials filed with the SEC at the SEC’s Public Reference Room located at 100 F Street NE, Washington, D.C. 20549.

The public may also obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

Information required by this item is incorporated herein by reference to the section captioned “Notes to Consolidated Financial Statements – 19.

Commitments and Contingencies” in Item 8 of this 10-K.

None.

For the fiscal year ended December 31, [removed: 2017][added: 2018]

[added: |] Ireland [added: | | 98-1448883 |]

[removed: (State] [added: | State] or other jurisdiction of [removed: incorporation)][added: incorporation or organization | | (I.R.S. Employer Identification No.) |]

Yes ¨ No [removed: ¨][added: þ]

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or [removed: an] emerging growth company.

See [added: the] definitions of [removed: “large] [added: "large] accelerated [removed: filer,” “accelerated filer,” “smaller] [added: filer," "accelerated filer," " smaller] reporting [removed: company,”] [added: company, "] and "emerging growth company" in Rule 12b-2 of the Exchange Act.

[removed: | Non-accelerated] [added: Large accelerated] filer [removed: | |] þ [removed: |] [added: Accelerated filer ¨ Non- accelerated filer ¨] Smaller reporting company [removed: | |] ¨ [removed: |][added: Emerging growth company ¨]

[removed: |] If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [removed: | | | | | ¨ |]

Indicate by check mark whether the [removed: Registrant] [added: registrant] is a shell company (as defined in Rule 12b-2 of the [removed: Exchange] Act).

| Item 1: | [removed: [Business](#s7f7073aa671b433394bf41d011b5298b)] [added: [Business](#sA3DD0DC9719A5C00A2DD6AC131350E38)] | [removed: [4](#s7f7073aa671b433394bf41d011b5298b)] [added: [4](#sA3DD0DC9719A5C00A2DD6AC131350E38)] |

| Item 1A: | [Risk [removed: Factors](#se9c0bb74b322488295f2bdbdd9fa294f)] [added: Factors](#sDDB5AA1B925256E8AF6EBFA8167E3BB7)] | [removed: [4](#se9c0bb74b322488295f2bdbdd9fa294f)] [added: [9](#sDDB5AA1B925256E8AF6EBFA8167E3BB7)] |

| Item 1B: | [Unresolved Staff [removed: Comments](#sf11b3caa1443490f92a3faf2ac8a5067)] [added: Comments](#s7B41133BF25A593A816F868C848D7285)] | [removed: [14](#sf11b3caa1443490f92a3faf2ac8a5067)] [added: [16](#s7B41133BF25A593A816F868C848D7285)] |

| Item 2: | [removed: [Properties](#sbc942f8e18504ed1b0afe994dc642e47)] [added: [Properties](#s7226E580DD2C5ECBA1BE9F78D47E0025)] | [removed: [14](#sbc942f8e18504ed1b0afe994dc642e47)] [added: [16](#s7226E580DD2C5ECBA1BE9F78D47E0025)] |

| Item 3: | [Legal [removed: Proceedings](#sf56c5c711e06408099cac9a510541673)] [added: Proceedings](#s79D55F72066955F2986F74E84B5C24F3)] | [removed: [14](#sf56c5c711e06408099cac9a510541673)] [added: [17](#s79D55F72066955F2986F74E84B5C24F3)] |

| Item 4: | [Mine Safety [removed: Disclosures](#s957872732be9401786c33404d464e365)] [added: Disclosures](#s741F7A444FFB5D6AB74F001BA73B021F)] | [removed: [14](#s957872732be9401786c33404d464e365)] [added: [17](#s741F7A444FFB5D6AB74F001BA73B021F)] |

| Item 5: | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s06b8e2f825a7402c8e86b74b78c68e02)] [added: Securities](#sFF528362668F53DCB436F110BCEE121A)] | [removed: [15](#s06b8e2f825a7402c8e86b74b78c68e02)] [added: [18](#sFF528362668F53DCB436F110BCEE121A)] |

| Item 6: | [Selected Financial [removed: Data](#sf8ec01b818f84991b1e88eb036eab934)] [added: Data](#s79DC936A8E8A5EF7A11E18F061CA869D)] | [removed: [16](#sf8ec01b818f84991b1e88eb036eab934)] [added: [20](#s79DC936A8E8A5EF7A11E18F061CA869D)] |

| Item 7: | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s79F9E1BBC73C58869B608120E60459FF)] [added: Operations](#s77D5406FAA2D5BAF86BF073291000453)] | [removed: [18](#s79F9E1BBC73C58869B608120E60459FF)] [added: [22](#s77D5406FAA2D5BAF86BF073291000453)] |

| Item 7A: | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s87255DD137C557B7A31AEEB871F74BAB)] [added: Risk](#s537C2A78943A550E9EC953EDA51420C3)] | [removed: [19](#s87255DD137C557B7A31AEEB871F74BAB)] [added: [59](#s537C2A78943A550E9EC953EDA51420C3)] |

| Item 8: | [Financial Statements and Supplementary [removed: Data](#sC5C6037E642757AC909476B2E6678359)] [added: Data](#sA64C315FF7CE525DB8E6BB76B11D054F)] | [removed: [20](#sC5C6037E642757AC909476B2E6678359)] [added: [60](#sA64C315FF7CE525DB8E6BB76B11D054F)] |

| Item 9: | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s11ab3d33f2d845b5b3924b51cda291ff)] [added: Disclosure](#s9DA5DB5635CF58ED9E60D9CD84794041)] | [removed: [32](#s11ab3d33f2d845b5b3924b51cda291ff)] [added: [134](#s9DA5DB5635CF58ED9E60D9CD84794041)] |

| Item 9A: | [Controls and [removed: Procedures](#sFADF20875082536F9AC9C2752E90A9C3)] [added: Procedures](#s5FFFAE3075A5576CABEE33A645C32410)] | [removed: [32](#s11ab3d33f2d845b5b3924b51cda291ff)] [added: [134](#s5FFFAE3075A5576CABEE33A645C32410)] |

| Item 9B: | [Other [removed: Information](#s7918124a64e1464fbddd1902171e421b)] [added: Information](#s50AA75F8579E5971AFAFC13F48F32774)] | [removed: [32](#s7918124a64e1464fbddd1902171e421b)] [added: [134](#s50AA75F8579E5971AFAFC13F48F32774)] |

| Item 10: | [Directors, Executive Officers and Corporate [removed: Governance](#s104A28703CF25D0591D352284121CD0D)] [added: Governance](#s6273128CFE6850BD87766CD4ED50A802)] | [removed: [33](#s104A28703CF25D0591D352284121CD0D)] [added: [135](#s6273128CFE6850BD87766CD4ED50A802)] |

| Item 11: | [Executive [removed: Compensation](#s1AE8523A466E58FBB19793EE3E009610)] [added: Compensation](#sF2F347A729F15995A4C430DBC266E0B1)] | [removed: [35](#s1AE8523A466E58FBB19793EE3E009610)] [added: [135](#sF2F347A729F15995A4C430DBC266E0B1)] |

| Item 12: | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s41018592238C587DA9084CB849695D26)] [added: Matters](#s3997BDE85E5C5A449B8CB6B1B2236C59)] | [removed: [35](#s41018592238C587DA9084CB849695D26)] [added: [136](#s3997BDE85E5C5A449B8CB6B1B2236C59)] |

| Item 13: | [Certain Relationships and Related Transactions and Director [removed: Independence](#s5EA4C791167B5CEBBB54B50D426FAA41)] [added: Independence](#s374E0D642D4551338BB9CAA631D5DD49)] | [removed: [35](#s5EA4C791167B5CEBBB54B50D426FAA41)] [added: [136](#s374E0D642D4551338BB9CAA631D5DD49)] |

| Item 14: | [Principal Accounting Fees and [removed: Services](#sE8175D844C5F53309379073DB06038FF)] [added: Services](#sDAA5BA5AE5C85436AAD627FAA7504A0F)] | [removed: [36](#sE8175D844C5F53309379073DB06038FF)] [added: [136](#sDAA5BA5AE5C85436AAD627FAA7504A0F)] |

| Item 15: | [Exhibits and Financial Statement [removed: Schedules](#sa6e1705d255e4fb79776d790272dc397)] [added: Schedules](#s112E697618525BBE87031B5672D3361F)] | [removed: [36](#sa6e1705d255e4fb79776d790272dc397)] [added: [137](#s112E697618525BBE87031B5672D3361F)] |

10-K 1 plc201810-k.htm 10-K

___________________________________

_______________________________________________

Commission file number 001-38730

Securities registered pursuant to Section 12(b) of the Act:

| Title of each class: | | Name of each exchange on which registered: |

| Ordinary shares (€0.001 nominal value per share) | | New York Stock Exchange |

Securities registered pursuant to Section 12(g) of the Act: None

___________________________________

The aggregate market value of the voting and non-voting common stock held by non-affiliates as of June 30, 2018, was approximately $45 billion (based on the closing sale price of the stock of the registrant's predecessor Praxair, Inc. on that date as reported on the New York Stock Exchange).

At February 28, 2019, 544,910,125 ordinary shares of €0.001 nominal value per share of the Registrant were outstanding.

Documents incorporated by reference:

Portions of the Proxy Statement of Linde plc for its 2019 Annual General Meeting of Shareholders, are incorporated in Part III of this report.

For the fiscal year ended December 31, 2018

| --- | --- | --- |

| Item 16: | [Form 10-K Summary](#s9CA913B6EBD05AA5A3CC02527BA92789) | [143](#s22ea325e8fe144f690fbd0d8c9efdcde) |

| | | |

| [Signatures](#sE70D5A6DC6B85E18B61D51794217B40F) | | [144](#sE70D5A6DC6B85E18B61D51794217B40F) |

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; regulatory or other requirements imposed as a result of the business combination of Praxair and Linde AG that could reduce anticipated benefits of the transaction; the risk that Linde plc may be unable to achieve expected synergies 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, including the impact of the U.S. Tax Cuts and Jobs Act of 2017; 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 accounting principles generally accepted in the United States of America, International Financial Reporting Standards 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 this report, which should be reviewed carefully.

Please consider Linde plc’s forward-looking statements in light of those risks.

Linde plc and Subsidiaries

10-K 1 lindeplc201710k.htm FORM 10-K

| 333-218485 | | Not Applicable |

| (Commission File Number) | | (IRS Employer Identification No.) |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Large accelerated filer | | ¨ | Accelerated filer | | ¨ |

| | | | Emerging growth company | | ¨ |

All of the voting stock of the registrant is held by an affiliate of the registrant.

There is no publicly traded market for any class of voting stock of the registrant.

At March 23, 2018, 25,000 A ordinary shares of €1.00 each of the Registrant were outstanding.

Explanatory Note

Linde plc’s duty to file reports under Section 15 of the Securities Exchange Act of 1934 (the “Exchange Act”) has automatically been suspended pursuant to Section 15(d)(1) of the Exchange Act as of January 1, 2018, because Linde plc’s ordinary shares, nominal value €0.001 per share, have not yet been issued and as such are held of record by fewer than 300 persons.

Linde plc files this Annual Report on Form 10-K in compliance with guidance of the Securities and Exchange Commission and has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports).

The business combination between Praxair, Inc. and Linde AG is expected to be completed and Linde plc’s ordinary shares, nominal value €0.001 per share, to be issued in the second half of 2018.

| [Index to Exhibits](#s0c8a2715cf1143778ccb41879587daf3) | | [37](#s0c8a2715cf1143778ccb41879587daf3) |

| [Signatures](#s938054D243115922BB6E3B31891DCF98) | | [38](#s938054D243115922BB6E3B31891DCF98) |

Linde has received no written SEC staff comments regarding any of its Exchange Act reports which remain unresolved.

None.

Linde plc's principal executive offices are located in owned office space in Guildford, United Kingdom.

Linde also owns principal administrative office space in Danbury, Connecticut and Tonawanda, New York, United States; Pullach and Dresden, Germany; and Schiedam, Netherlands.

Other principal administrative offices are leased in Munich, Germany; Rio de Janeiro, Brazil; Hangzhou and Shanghai, China; Lidingö, Sweden; Basingstoke, United Kingdom; Bridgewater, New Jersey, Houston, Texas and Tulsa, Oklahoma, United States; North Ryde, Australia; Samara, Russia; Vadodara, India; and Singapore.

Due to the nature of Linde’s industrial gas products, it is generally uneconomical to transport them distances greater than a few hundred miles from the production facility.

As a result, Linde operates a significant number of production facilities spread globally throughout a number of geographic regions.

The following is a description of production facilities for Linde by segment.

No significant portion of these assets was leased at December 31, 2018.

Generally, these facilities are fully utilized and are sufficient to meet the Company's manufacturing needs.

North America

The North America segment operates production facilities in the U.S., Canada and Mexico, approximately 260 of which are cryogenic air separation plants, hydrogen plants and carbon dioxide plants.

There are five major pipeline complexes in North America located in northern Indiana, Houston, along the Gulf Coast of Texas, Detroit and Louisiana.

Also located throughout North America are noncryogenic air separation plants, packaged gas facilities, specialty gas plants, helium plants and other smaller plant facilities.

Europe

On December 3, 2018 Praxair completed the sale of the majority of its European industrial gas business as required for the merger (see Note 4 to the consolidated financial statements).

Until the divestiture, the Europe segment had production facilities primarily in Italy, Spain, Germany, the Benelux region, the United Kingdom, Scandinavia and Russia which include approximately 70 cryogenic air separation plants and carbon dioxide plants.

There were three major pipeline complexes in Europe located in Northern Spain and the Rhine and Saar regions of Germany.

These pipeline complexes were primarily supplied by cryogenic air separation plants.

Also located throughout Europe were noncryogenic air separation plants, packaged gas facilities and other smaller plant facilities.

South America

The South America segment operates more than 60 cryogenic air separation plants and carbon dioxide plants, primarily located in Brazil.

Many of these plants support a major pipeline complex in Southern Brazil.

Also located throughout South America are packaged gas facilities and other smaller plant facilities.

Asia

The Asia segment has production facilities located primarily in China, Korea, India and Thailand, approximately 70 of which are cryogenic air separation plants and carbon dioxide plants.

Also located throughout Asia are noncryogenic air separation plants, hydrogen, packaged gas and other production facilities.

Surface Technologies

The Surface Technologies segment provides coating services and manufactures coating equipment at approximately 45 sites.

The majority of these sites are located in the United States and Europe, with smaller operations in Asia and Brazil.

Linde AG

Linde AG conducts its operations in approximately 100 countries worldwide.

Its gases facilities in Europe Middle East and Africa include approximately 230 plants, of which approximately 150 are cryogenic air separation plants, approximately 50 are hydrogen plants and approximately 30 are carbon dioxide plants.

Its current facilities in the Americas include approximately 120 plants, of which approximately 60 are cryogenic air separation plants, approximately 30 are hydrogen plants and approximately 30 are carbon dioxide plants.

Its facilities in the Asia/Pacific include approximately 170 plants, of which approximately 110 are cryogenic air separation plants, approximately 40 are hydrogen plants and

approximately 20 are carbon dioxide plants.

Smaller compact plants for air gases are not included in these figures.

Additional plants are operated in cooperation with joint-venture partners.

On March 1, 2019 Linde AG completed the sale of a majority of its North American industrial gases business and certain of its South American business activities as required by the merger (see Note 4 to the consolidated financial statements).

The Linde Engineering Division designs and constructs turnkey process plants for third-party customers as well as for the Linde Gases Division in many locations worldwide, such as olefin plants, natural gas plants, air separation plants, hydrogen and synthesis gas plants.

Plant components are produced in owned factories in Pullach and Tacherting, Germany; Hesinque, France; Tulsa, Oklahoma, United States; and Dalian, China.

Linde plc neither rents nor owns any properties.

Linde plc uses the office space of Linde located at The Priestley Centre, 10 Priestley Road, Surrey Research Park, Guildford, Surrey GU2 7XY United Kingdom at no cost.

Not Applicable

| | |

| --- | --- |

| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |

Linde plc shares trade on the New York Stock Exchange (“NYSE”) and the Frankfurt Stock Exchange (“FSE”) under the ticker symbol “LIN”.

At December 31, 2018 there were 10,439 shareholders of record.

Purchases of Equity Securities – Certain information regarding purchases made by or on behalf of the company or any affiliated purchaser (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended) of its ordinary shares during the three months ended December 31, 2018 is provided below:

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | |

| Period | Total Number of Shares Purchased (Thousands) | | | Average Price Paid Per Share | | | | Total Number of Shares Purchased as Part of Publicly Announced Program (1) (Thousands) | | | Approximate Dollar Value of Shares that May Yet be Purchased Under the Program (2) (Millions) | | |

| October 2018 | — | | | $ | — | | | — | | | $ | — | |

| November 2018 | — | | | $ | — | | | — | | | $ | — | |

| December 2018 | 4,069 | | | $ | 154.48 | | | 4,069 | | | $ | 371 | |

| Fourth Quarter 2018 | 4,069 | | | $ | 154.48 | | | 4,069 | | | $ | 371 | |

________________________

| | |

| --- | --- |

| (1) | On December 10, 2018 the company’s board of directors approved the repurchase of $1.0 billion of its ordinary shares ("2018 program") which could take place from time to time on the open market (which could include the use of 10b5-1 trading plans), subject to market and business conditions. The 2018 program has a maximum repurchase amount of 5% of outstanding shares and a stated expiration date of April 30, 2019. |

| | |

| --- | --- |

| (2) | As of December 31, 2018, the company had purchased $629 million of its ordinary shares pursuant to the 2018 program, leaving an additional $371 million remaining authorized under the 2018 program. |

On January 22, 2019 the company’s board of directors approved the repurchase of $6.0 billion of its ordinary shares ("2019 program") which could take place from time to time on the open market (which could include the use of 10b5-1 trading plans), subject to market and business conditions.

The 2019 program has a maximum repurchase amount of 15% of outstanding shares and a stated expiration date of February 1, 2021.

Peer Performance Table – The graph below compares the most recent five-year cumulative returns of the common stock of Praxair, the company's predecessor, through October 31, 2018 and Linde's ordinary shares from October 31, 2018 through December 31, 2018 with those of the Standard & Poor’s 500 Index ("SPX") and the S5 Materials Index ("S5MATR") which covers 30 companies, including Linde.

The figures assume an initial investment of $100 on December 31, 2013 and that all dividends have been reinvested.


| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| | | | | | | |

| | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 |

| LIN | $100 | $102 | $83 | $97 | $132 | $136 |

| SPX | $100 | $114 | $115 | $129 | $157 | $149 |

| S5MATR | $100 | $107 | $98 | $115 | $143 | $121 |

Not applicable.

The [removed: information set forth below is a summary that] [added: following discussion of the company’s financial condition and results of operations] should be read together with [removed: the] [added: its] consolidated financial statements [removed: of Linde plc] and [removed: the related] notes [removed: thereto,] [added: to the consolidated financial statements] included in Item 8 [removed: to] [added: of] this Form 10-K.

[removed: To date, Linde plc has] [added: Prior to the business combination, the company did] not [removed: conducted] [added: conduct] any [removed: material] [added: business] activities other than those [removed: incidental to] [added: required for] its formation and [removed: the] matters contemplated by the business combination agreement.

| From the Consolidated [removed: Statement] [added: Statements] of Income [removed: - in USD] | [removed: April 18, 2017 - December 31, 2017] | | | [added: | | | | | | | | | | | | | | | |]

| Other [removed: comprehensive] income [added: (expenses) – net] | [added: 18] | | | [added: | 4 | | | | 23 | | | | 28 | | | | 9 | | |]

| Weighted [removed: average shares outstanding - basic and diluted] [added: Average Shares Outstanding (000’s) (b)] | [removed: 25,000] | | | [added: | | | | | | | | | | | | | | | |]

[removed: | OPERATIONS | | | |][added: Results of Operations]

| Net [removed: cash provided] [added: Cash Provided] by [removed: (used] [added: (Used] for) [removed: operating activities] | [removed: (34,798] | | [removed: )] | [added: | | | | | | | |]

[removed: | INVESTING | | | |][added: Investing]

| Net cash [removed: used for] [added: provided by (used for)] investing activities | [removed: —] [added: $] | [added: 5,363] | | [added: | $ | (1,314 | ) | | $ | (1,770 | ) |]

[removed: | FINANCING | | | |][added: Financing]

| Net cash [removed: provided by (used for)] [added: (used) for] financing | [removed: 118,140] [added: $] | [added: (4,998] | [added: )] | [added: | $ | (1,656 | ) | | $ | (659 | ) |]

| Effect of exchange rate changes on cash | [removed: 1,520] [added: $] | [added: (60] | [added: )] | [added: | $ | 22 | | | $ | 17 | |]

| Cash and cash equivalents, [removed: beginning-of-period] [added: end-of-period] | [removed: —] [added: $] | [added: 4,466] | | [added: | $ | 617 | | | $ | 524 | |]

FIVE-YEAR FINANCIAL SUMMARY

(Dollar amounts in millions, except per share data)

The year ended December 31, 2018 reflects the results of Praxair for the entire year and the results of Linde AG for the period beginning after October 31, 2018 (the merger date), including the impacts of purchase accounting (See Notes 1, 3 and 4 to the consolidated financial statements).

The historical periods prior to 2018 reflect the results of Praxair.

| | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | |

| Year Ended December 31, | 2018(a) | | | | 2017(a) | | | | 2016(a) | | | | 2015(a) | | | | 2014(a) | | |

| Sales | $ | 14,900 | | | $ | 11,437 | | | $ | 10,534 | | | $ | 10,776 | | | $ | 12,273 | |

| Cost of sales, exclusive of depreciation and amortization | 9,084 | | | | 6,461 | | | | 5,855 | | | | 5,918 | | | | 6,933 | | |

| Selling, general and administrative | 1,629 | | | | 1,207 | | | | 1,145 | | | | 1,152 | | | | 1,308 | | |

| Depreciation and amortization | 1,830 | | | | 1,184 | | | | 1,122 | | | | 1,106 | | | | 1,170 | | |

| Research and development | 113 | | | | 93 | | | | 92 | | | | 93 | | | | 96 | | |

| Transaction costs and other charges | 309 | | | | 52 | | | | 96 | | | | 165 | | | | 131 | | |

| Net gain on sale of business | 3,294 | | | | — | | | | — | | | | — | | | | — | | |

| Operating profit | 5,247 | | | | 2,444 | | | | 2,247 | | | | 2,370 | | | | 2,644 | | |

| Interest expense – net | 202 | | | | 161 | | | | 190 | | | | 161 | | | | 213 | | |

| Net pension and OPEB cost (benefit), excluding service cost | (4 | | ) | | (4 | | ) | | 9 | | | | 49 | | | | 36 | | |

| Income from continuing operations before income taxes and equity investments | 5,049 | | | | 2,287 | | | | 2,048 | | | | 2,160 | | | | 2,395 | | |

| Income taxes on continuing operations | 817 | | | | 1,026 | | | | 551 | | | | 612 | | | | 691 | | |

| Income from continuing operations before equity investments | 4,232 | | | | 1,261 | | | | 1,497 | | | | 1,548 | | | | 1,704 | | |

| Income from equity investments | 56 | | | | 47 | | | | 41 | | | | 43 | | | | 42 | | |

| Income from continuing operations (including noncontrolling interests) | 4,288 | | | | 1,308 | | | | 1,538 | | | | 1,591 | | | | 1,746 | | |

| Noncontrolling interests from continuing operations | (15 | | ) | | (61 | | ) | | (38 | | ) | | (44 | | ) | | (52 | | ) |

| Income from continuing operations | $ | 4,273 | | | $ | 1,247 | | | $ | 1,500 | | | $ | 1,547 | | | $ | 1,694 | |

| Per Share Data – Linde plc Shareholders | | | | | | | | | | | | | | | | | | | |

| Basic earnings per share from continuing operations | $ | 12.93 | | | $ | 4.36 | | | $ | 5.25 | | | $ | 5.39 | | | $ | 5.79 | |

| Diluted earnings per share from continuing operations | $ | 12.79 | | | $ | 4.32 | | | $ | 5.21 | | | $ | 5.35 | | | $ | 5.73 | |

| Cash dividends per share | $ | 3.30 | | | $ | 3.15 | | | $ | 3.00 | | | $ | 2.86 | | | $ | 2.60 | |

| Basic shares outstanding | 330,401 | | | | 286,261 | | | | 285,677 | | | | 287,005 | | | | 292,494 | | |

| Diluted shares outstanding | 334,127 | | | | 289,114 | | | | 287,757 | | | | 289,055 | | | | 295,608 | | |

| Other Information and Ratios | | | | | | | | | | | | | | | | | | | |

| Total assets | $ | 93,386 | | | $ | 20,436 | | | $ | 19,332 | | | $ | 18,319 | | | $ | 19,769 | |

| Total debt | $ | 15,296 | | | $ | 9,000 | | | $ | 9,515 | | | $ | 9,231 | | | $ | 9,225 | |

| Net debt (c) | $ | 10,830 | | | $ | 8,383 | | | $ | 8,991 | | | $ | 9,084 | | | $ | 9,099 | |

| Cash flow from operations | $ | 3,654 | | | $ | 3,041 | | | $ | 2,789 | | | $ | 2,695 | | | $ | 2,923 | |

| Net cash provided by (used for) investing activities | $ | 5,363 | | | $ | (1,314 | ) | | $ | (1,770 | ) | | $ | (1,303 | ) | | $ | (1,803 | ) |

| Net cash used for financing activities | $ | (4,998 | ) | | $ | (1,656 | ) | | $ | (659 | ) | | $ | (1,310 | ) | | $ | (1,063 | ) |

| EBITDA (c) | $ | 7,133 | | | $ | 3,675 | | | $ | 3,410 | | | $ | 3,519 | | | $ | 3,856 | |

| Adjusted EBITDA (c) | $ | 4,516 | | | $ | 3,727 | | | $ | 3,506 | | | $ | 3,684 | | | $ | 3,987 | |

| | | | |

| Other expenses | $ | 1,882,646 | |

| Operating loss | (1,882,646 | | ) |

| Net finance costs | — | | |

| Loss before tax | (1,882,646 | | ) |

| Income tax | — | | |

| Net income (loss) for the period | (1,882,646 | | ) |

| Other comprehensive income (loss) for the period, net of tax | (42,828 | | ) |

| Total comprehensive loss for the period | $ | (1,925,474 | ) |

| Net income (loss) per share - basic and diluted | $ | (75.31 | ) |

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| From the Consolidated Balance Sheet - in USD | December 31, 2017 | | | | Opening Balance April 18, 2017 | | |

| ASSETS | | | | | | | |

| CURRENT ASSETS | | | | | | | |

| Cash at banks | $ | 84,862 | | | $ | — | |

| Other assets | 9,129,562 | | | | — | | |

| NON-CURRENT ASSETS | — | | | | — | | |

| TOTAL ASSETS | $ | 9,214,424 | | | $ | — | |

| SHAREHOLDER'S EQUITY AND LIABILITIES | | | | | | | |

| CURRENT LIABILITIES | | | | | | | |

| Accrued liabilities | $ | 1,644,799 | | | $ | — | |

| Related party debt (Note 7) | 9,501,470 | | | | — | | |

| NON CURRENT LIABILITIES | — | | | | — | | |

| CAPITAL AND RESERVES | | | | | | | |

| Share Capital (A ordinary shares of €1.00 each, authorized and issued shares - 25,000 shares) | 26,827 | | | | 26,827 | | |

| Additional paid-in capital | 26,827 | | | | 26,827 | | |

| Accumulated other comprehensive income | (42,828 | | ) | | — | | |

| Receivable from shareholders | (60,025 | | ) | | (53,654 | | ) |

| Retained earnings (losses) | (1,882,646 | | ) | | — | | |

| TOTAL SHAREHOLDER'S EQUITY | (1,931,845 | | ) | | — | | |

| EQUITY AND LIABILITIES | $ | 9,214,424 | | | $ | — | |

| From the Consolidated Statement of Cash Flows - in USD | April 18, 2017 - December 31, 2017 | | |

| Net income (loss) | $ | (1,882,646 | ) |

| Working capital: | | | |

| Accrued liabilities | 1,847,848 | | |

| Related party debt | 118,140 | | |

| Cash and cash equivalents, end-of-period | $ | 84,862 | |

| [Report of Independent Registered Public Accounting [removed: Firm](#s55cb24988e9b4563beb195ad435f37e9)] [added: Firm](#s347FB71F7BB350BA871A4C2F95D04A55)] | [removed: [21](#s55cb24988e9b4563beb195ad435f37e9)] [added: [62](#s347FB71F7BB350BA871A4C2F95D04A55)] |

| [Consolidated Balance Sheets as of December 31, [removed: 2017] [added: 2018] and [removed: April 18, 2017](#sC395562FCB8A57C1ADE0E08A22763324)] [added: 2017](#s8E65EC03DC5F553096E2F8F88E068ADB)] | [removed: [22](#sC395562FCB8A57C1ADE0E08A22763324)] [added: [66](#s8E65EC03DC5F553096E2F8F88E068ADB)] |

| [Consolidated [removed: Statement] [added: Statements] of [removed: Income and Other] Comprehensive Income for the [removed: Period from April 18, 2017 to] [added: Years Ended] December 31, [removed: 2017](#s6FCB0EA54182531086EA2F9F546B6761)] [added: 2018, 2017 and 2016](#sE80077B67BA2524D95AD8A7DC8758367)] | [removed: [23](#s6FCB0EA54182531086EA2F9F546B6761)] [added: [65](#sE80077B67BA2524D95AD8A7DC8758367)] |

| [Note 2. [added: Summary of Significant] Accounting [removed: Policies](#s12A0AECDD9A7525AA2CAAFF2D72669FE)] [added: Policies](#s87ECA6F18EC15CFEBF10616D76EB3D86)] | [removed: [28](#s12A0AECDD9A7525AA2CAAFF2D72669FE)] [added: [71](#s87ECA6F18EC15CFEBF10616D76EB3D86)] |

| [Note [removed: 5.] [added: 12.] Other [removed: Assets](#s86E259F795E75AC185AEB519AACC4069)] [added: Intangible Assets](#s88566D292E905982BD10A64E1854827C)] | [removed: [29](#s86E259F795E75AC185AEB519AACC4069)] [added: [98](#s88566D292E905982BD10A64E1854827C)] |

| [removed: [Note 9.] Commitments [removed: & Contingencies](#sa9ecb548eeac49ba931a94d137795102)] [added: and contingencies (Note 19)] | [removed: [30](#sa9ecb548eeac49ba931a94d137795102)] | [added: | | | | | |]

| [Note [removed: 10.] [added: 22.] Quarterly Data [removed: (Unaudited)](#s0f54e10bf0c047c0a2eac518819c26b9)] [added: (Unaudited)](#s4FDF6A3E623957139FEE5FCCCCF1BC62)] | [removed: [31](#s0f54e10bf0c047c0a2eac518819c26b9)] [added: [131](#s4FDF6A3E623957139FEE5FCCCCF1BC62)] |

To the Board of Directors and [removed: shareholders] [added: Shareholders] of Linde [removed: plc:][added: plc]

[removed: Opinion on] [added: Classification in] the [removed: Financial Statements][added: consolidated financial statements]

We have audited the accompanying consolidated balance sheets of Linde plc and its subsidiaries [added: (the “Company”)] as of December 31, [removed: 2017] [added: 2018] and [removed: April 18,] 2017, and the related consolidated [removed: statement] [added: statements] of [removed: income and] [added: income,] comprehensive income, [added: equity and] cash flows [removed: and equity] for [added: each of] the [added: three years in the] period [removed: from April 18, 2017 to] [added: ended] December 31, [removed: 2017,] [added: 2018,] including the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements [added: referred to above] present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2017] [added: 2018] and [removed: April 18,] 2017, and the results of [removed: their] [added: its] operations and [removed: their] [added: its] cash flows for [added: each of] the [added: three years in the] period [removed: from April 18, 2017 to] [added: ended] December 31, [removed: 2017] [added: 2018] in conformity with accounting principles generally accepted in the United States of America.

Basis for [removed: Opinion][added: Opinions]

Our responsibility is to express [removed: an opinion] [added: opinions] on the Company’s consolidated financial statements [added: and on the Company's internal control over financial reporting] based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) [removed: (“PCAOB”)] [added: (PCAOB)] and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits [removed: of these consolidated financial statements] in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the [removed: audit] [added: audits] to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or [removed: fraud.][added: fraud, and whether effective internal control over financial reporting was maintained in all material respects.]

Our audits [added: of the consolidated financial statements] included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

We believe that our audits provide a reasonable basis for our [removed: opinion.][added: opinions.]

Stamford, [removed: CT][added: Connecticut]

We have served as the [removed: Company's] [added: Company’s or its predecessor] auditor since [removed: 2017.][added: 1992.]

LINDE PLC [removed: (Formerly known as Zamalight plc)] AND SUBSIDIARIES

| [removed: CURRENT ASSETS | | | |] [added: Assets] | | | |

| [removed: SHAREHOLDER'S EQUITY AND LIABILITIES] [added: Liabilities and Equity] | | | | | | | |

| [removed: CURRENT LIABILITIES] [added: Other Current Liabilities] | | | | | | | |

| [removed: NON CURRENT LIABILITIES] [added: Other current liabilities] | [removed: —] [added: (94] | | [added: )] | | [removed: —] [added: (10] | | [added: )] | [added: | (13 | | ) | | (7 | | ) | | (13 | | ) | | (10 | | ) |]

| [added: [Note 19.] Commitments and [removed: contingencies (Note 9) | | | | | |] [added: Contingencies](#s37AFF17F5F8356A48900D96F2C3555A4)] | [added: [123](#s37AFF17F5F8356A48900D96F2C3555A4)] |

| [removed: CAPITAL AND RESERVES] [added: Capital Expenditures and Acquisitions] | | | | | | | | [added: | | | |]

| Additional paid-in capital | [removed: 26,827] [added: 40,151] | | | | [removed: 26,827] [added: 4,084] | | |

| Accumulated other comprehensive income [removed: | (42,828 | | ) |] [added: (loss)] | [removed: —] | | |

CONSOLIDATED [removed: STATEMENT] [added: STATEMENTS] OF [removed: INCOME AND OTHER] COMPREHENSIVE INCOME

| [removed: | April 18, 2017 -] December 31, [added: | 2018 | | | |] 2017 | | |

| [removed: Net income (loss)] [added: Gain/(Loss)] for the period | [removed: (1,882,646] [added: (1] | | ) | [added: | 12 | | | | — | | | | 11 | | |]

| [removed: Other comprehensive income] [added: OTHER COMPREHENSIVE INCOME (LOSS)] | | | | [added: | | | | | | | |]

| Other comprehensive income (loss) [removed: for the period, net of tax] | [removed: (42,828] | | [added: | | | | | | | | | | | | | (4 | |] ) | [added: | | | | | | | | (4 | | ) | | (11 | | ) | | (15 | | ) |]

| [removed: Total comprehensive loss] [added: Gain/(Loss)] for the period | [removed: $] [added: —] | [removed: (1,925,474] | [removed: )] | [added: | 9 | | | | 4 | | | | 13 | | |]

| Weighted [removed: average shares outstanding - basic and diluted] [added: Average Shares Outstanding (000’s):] | [removed: 25,000] | | | [added: | | | | | | | |]

CONSOLIDATED [removed: STATEMENT] [added: STATEMENTS] OF CASH FLOWS

| [removed: OPERATIONS] [added: Operations] | | | | [added: | | | | | | | |]

| Working [removed: capital:] [added: capital] | | | | [added: | | | | | | | |]

| Net cash provided by (used for) [removed: operating] [added: investing] activities | [removed: (34,798] [added: 5,363] | | [added: | | (1,314 | |] ) | [added: | (1,770 | | ) |]

| [Management’s Statement of Responsibility for Financial Statements](#sCBD2CC837FCE58D6BA39472A37F8CE3C) | [61](#sCBD2CC837FCE58D6BA39472A37F8CE3C) |

| [Management’s Report on Internal Control Over Financial Reporting](#sF7A41166723450DBABB562CEECB90DC5) | [61](#sF7A41166723450DBABB562CEECB90DC5) |

| [Consolidated Statements of Income for the Years Ended December 31, 2018, 2017 and 2016](#sA489A2F8E4B95819955B8F1171753F91) | [64](#sA489A2F8E4B95819955B8F1171753F91) |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2017 and 2016](#s7BA86EE6068C57B39382A99BFB0A1D28) | [67](#s7BA86EE6068C57B39382A99BFB0A1D28) |

| [Consolidated Statements of Equity for the Years Ended December 31, 2018, 2017 and 2016](#s053053C8A6E75151B0B8F1083BDD84CA) | [69](#s053053C8A6E75151B0B8F1083BDD84CA) |

| [Note 1. Formation of Linde plc and Business Combination of Praxair, Inc. and Linde AG](#s3025282ce7804defaeb991a996671718) | [71](#s3025282ce7804defaeb991a996671718) |

| [Note 3. Business Combination](#s1E5537A9522F598DA4F2EB165FF947B5) | [77](#s1E5537A9522F598DA4F2EB165FF947B5) |

| [Note 4. Merger-Related Divestitures, Discontinued Operations and Net Assets Held for Sale](#sEA601F21DA295E958139898AF4E4E77E) | [82](#sEA601F21DA295E958139898AF4E4E77E) |

| [Note 5. Transaction Costs and Other Charges](#s2A2BE1C1467F5EA59053E95A1CA6FF4C) | [85](#s2A2BE1C1467F5EA59053E95A1CA6FF4C) |

| [Note 6. Leases](#s5581DD27087157FAAA07B7EEA8DA1A97) | [86](#s5581DD27087157FAAA07B7EEA8DA1A97) |

| [Note 7. Income Taxes](#s0E9926675CBA5C59A1B9E1CA756CE1C4) | [86](#s0E9926675CBA5C59A1B9E1CA756CE1C4) |

| [Note 8. Earnings Per Share – Linde plc Shareholders](#s9D492E3C7CAF5939B21108BEAEF9B782) | [92](#s9D492E3C7CAF5939B21108BEAEF9B782) |

| [Note 9. Supplemental Information](#s15729E5DE4C75D3BB78CF4943BC7EA69) | [92](#s15729E5DE4C75D3BB78CF4943BC7EA69) |

| [Note 10. Property, Plant and Equipment – Net](#s061186F1137A53FDAC7480F5B3C467CA) | [96](#s061186F1137A53FDAC7480F5B3C467CA) |

| [Note 11. Goodwill](#s5EBFB37B4B4F580DBF6E28764F70F03B) | [96](#s5EBFB37B4B4F580DBF6E28764F70F03B) |

| [Note 13. Debt](#s6B4E1433FF2E5072ABCEF842912FEF5D) | [100](#s6B4E1433FF2E5072ABCEF842912FEF5D) |

| [Note 14. Financial Instruments](#s79911BF9439954E9BB8B46C2EC0A9F2A) | [103](#s79911BF9439954E9BB8B46C2EC0A9F2A) |

| [Note 15. Fair Value Disclosures](#sE64D54C3F9D95495ACE64A498EC0C135) | [108](#sE64D54C3F9D95495ACE64A498EC0C135) |

| [Note 16. Equity and Noncontrolling Interests](#s72A650EC60FE5940863343BB21E77135) | [109](#s72A650EC60FE5940863343BB21E77135) |

| [Note 17. Share-Based Compensation](#sA6E395F3C4CF5221B62B361A95702F39) | [111](#sA6E395F3C4CF5221B62B361A95702F39) |

| [Note 18. Retirement Programs](#s434F870C5D4E568ABC7B01DCAA2A69A1) | [113](#s434F870C5D4E568ABC7B01DCAA2A69A1) |

| [Note 20. Segment Information](#sDA94616CD7B452A6B68EBEE02286D140) | [125](#sDA94616CD7B452A6B68EBEE02286D140) |

| [Note 21. Revenue Recognition](#s8f6d78fcdbba47188ed85d094c70798f) | [128](#s8f6d78fcdbba47188ed85d094c70798f) |

| [Note 23. Subsequent Events](#s1F02CA58006050D390DFD5460355026D) | [133](#s1F02CA58006050D390DFD5460355026D) |

MANAGEMENT’S STATEMENT OF RESPONSIBILITY FOR FINANCIAL STATEMENTS

Linde’s consolidated financial statements are prepared by management, which is responsible for their fairness, integrity and objectivity.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America applied on a consistent basis, except for accounting changes as disclosed, and include amounts that are estimates and judgments.

All historical financial information in this annual report is consistent with the accompanying financial statements.

Linde maintains accounting systems, including internal accounting controls, monitored by a staff of internal auditors, that are designed to provide reasonable assurance of the reliability of financial records and the protection of assets.

The concept of reasonable assurance is based on recognition that the cost of a system should not exceed the related benefits.

The effectiveness of those systems depends primarily upon the careful selection of financial and other managers, clear delegation of authority and assignment of accountability, inculcation of high business ethics and conflict-of-interest standards, policies and procedures for coordinating the management of corporate resources, and the leadership and commitment of top management.

In compliance with Section 404 of the Sarbanes-Oxley Act of 2002, Linde assessed its internal control over financial reporting and issued a report (see below).

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has completed an audit of Linde’s 2018, 2017 and 2016 consolidated financial statements and of its internal control over financial reporting as of December 31, 2018 in accordance with the standards of the Public Company Accounting Oversight Board (United States) as stated in their report.

The Audit Committee of the Board of Directors, which consists solely of non-employee directors, is responsible for overseeing the functioning of the accounting system and related controls and the preparation of annual financial statements.

The Audit Committee periodically meets with management, internal auditors and the independent accountants to review and evaluate their accounting, auditing and financial reporting activities and responsibilities, including management’s assessment of internal control over financial reporting.

The independent registered public accounting firm and internal auditors have full and free access to the Audit Committee and meet with the committee, with and without management present.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Linde’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

Under the supervision and with the participation of management, including the company’s principal executive officer and principal financial officer, the company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (often referred to as COSO).

Based on this evaluation, management concluded that the company’s internal control over financial reporting was effective as of December 31, 2018.

| [Consolidated Statement of Cash Flows for the Period from April 18, 2017 to December 31, 2017](#s1B85D8D631225028B6FC25280D83AAD3) | [24](#s1B85D8D631225028B6FC25280D83AAD3) |

| [Consolidated Statement of Equity at December 31, 2017](#s0DB97E5BC47C526DA416ACF6CAA7CE0D) | [25](#s0DB97E5BC47C526DA416ACF6CAA7CE0D) |

| [Note 1. Organization and Basis of Presentation](#s62DCE60E93725AF1804E8F13A8061437) | [26](#s62DCE60E93725AF1804E8F13A8061437) |

| [Note 3. Subsidiaries](#s8612F47F6D36573BB33F48F570409B88) | [29](#s8612F47F6D36573BB33F48F570409B88) |

| [Note 4. Receivables from Shareholders](#sEF9BD97289FD5A14BE6299FAC9A56F31) | [29](#sEF9BD97289FD5A14BE6299FAC9A56F31) |

| [Note 6. Accrued Liabilities](#s6857E0E28FF05258A7E3524981877B6B) | [30](#s6857E0E28FF05258A7E3524981877B6B) |

| [Note 7. Related Parties](#s2B71D5B9F50E5C88A320458CB490F248) | [30](#s2B71D5B9F50E5C88A320458CB490F248) |

| [Note 8. Loss Per Share](#sECD82661F5905FC08715B3D1F9BC3496) | [30](#sECD82661F5905FC08715B3D1F9BC3496) |

These consolidated financial statements are the responsibility of the Company’s management.

March 23, 2018

(In USD)

| | December 31, 2017 | | | | Opening Balance April 18, 2017 | | |

| Cash at banks | $ | 84,862 | | | $ | — | |

| Other assets | 9,129,562 | | | | — | | |

| NON-CURRENT ASSETS | — | | | | — | | |

| TOTAL ASSETS | $ | 9,214,424 | | | $ | — | |

| Accrued liabilities | $ | 1,644,799 | | | $ | — | |

| Related party debt (Note 7) | 9,501,470 | | | | — | | |

| Share Capital (A ordinary shares of €1.00 each, authorized and issued shares - 25,000 shares) | 26,827 | | | | 26,827 | | |

| Receivable from shareholders | (60,025 | | ) | | (53,654 | | ) |

| Retained earnings (losses) | (1,882,646 | | ) | | — | | |

| TOTAL SHAREHOLDER'S EQUITY | (1,931,845 | | ) | | — | | |

| EQUITY AND LIABILITIES | $ | 9,214,424 | | | $ | — | |

| Other expenses | $ | 1,882,646 | |

| Operating loss | (1,882,646 | | ) |

| Net finance costs | — | | |

| Loss before tax | (1,882,646 | | ) |

| Income tax | — | | |

| Net income (loss) per share - basic and diluted | $ | (75.31 | ) |

| Net income (loss) | $ | (1,882,646 | ) |

| Accrued liabilities | 1,847,848 | | |

| | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | Share capital | | | Additional Paid in Capital | | | Accumulated other comprehensive income | | | Accumulated deficit | | | Receivables from shareholders | | | Total equity | | |

| Issue of share capital on incorporation - April 18, 2017 | $ | 26,827 | | $ | 26,827 | | $ | — | | $ | — | | $ | (53,654 | ) | $ | — | |

| Loss for the period | — | | | — | | | — | | | (1,882,646 | | ) | — | | | (1,882,646 | | ) |

| Total comprehensive loss for the period - currency translation | — | | | — | | | (42,828 | | ) | — | | | (6,371 | | ) | (49,199 | | ) |

| December 31, 2017 | 26,827 | | | 26,827 | | | (42,828 | | ) | (1,882,646 | | ) | (60,025 | | ) | (1,931,845 | | ) |

1.

Organization and Basis of Presentation

Based on an evaluation of the effectiveness of [removed: Linde plc’s] [added: Linde’s] disclosure controls and procedures, which was made under the supervision and with the participation of management, including [removed: Linde plc’s] [added: Linde’s] principal executive officer and principal financial officer, the principal executive officer and principal financial officer [removed: has] [added: have each] concluded that, as of the end of the [removed: quarterly] [added: annual] period covered by this report, such disclosure controls and procedures are effective in ensuring that information required to be disclosed by Linde [removed: plc] in reports that it files [added: or submits] under the Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and accumulated and communicated to [removed: management,] [added: management] including [removed: Linde plc’s] [added: Linde’s] principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

There were no changes in [removed: Linde plc’s] [added: Linde’s] internal control over financial reporting that occurred during the [removed: fourth] quarter [removed: of 2017] [added: ended December 31, 2018] that have materially affected, or are reasonably likely to materially affect, [removed: Linde plc’s] [added: Linde’s] internal control over financial reporting.

Refer to Item 8 for Management’s Report on Internal Control Over Financial Reporting as of December 31, 2018.

This Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of Linde plc's independent registered accounting firm due to a transition period established by rules of the SEC for newly public companies.

Certain information required by this item is incorporated herein by reference to the sections captioned “Corporate Governance and Board Matters - Director Nominees" and “Corporate Governance And Board Matters - Section 16(a) Beneficial Ownership Reporting Compliance” in Linde’s Proxy Statement to be filed by April 30, 2019 for the Annual General Meeting.

Identification of the Audit Committee

Linde has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 as amended (the “Exchange Act”).

The members of that audit committee are Prof.

Dr. Clemens Börsig (chairman), Dr. Nance K.

Dicciani, Dr. Thomas Enders, Edward G.

Galante, Larry D.

McVay and Dr. Victoria Ossadnik, and each member is independent within the meaning of the independence standards adopted by the Board of Directors and those of the New York Stock Exchange.

Audit Committee Financial Expert

The Linde Board of Directors has determined that Prof.

Dr. Clemens Börsig is an “audit committee financial expert” as defined by Item 407(d)(5)(ii) of Regulation S-K of the Exchange Act and is independent within the meaning of the independence standards adopted by the Board of Directors and those of the New York Stock Exchange.

Linde has adopted a code of ethics that applies to the company’s directors and all employees, including its Chief Executive Officer, Chief Financial Officer, and Controller.

This code of ethics, including specific standards for implementing certain provisions of the code, has been approved by the Linde Board of Directors and is named the “Code of Business Integrity”.

This document is posted on the company’s public website, www.linde.com but is not incorporated herein.

Corporate Governance Structure of Linde plc

Overview

Linde plc is required to comply with the Companies Act 2014 (as amended) (Ireland).

However, there is no corporate governance regime applicable to Linde plc in Ireland because the Linde plc shares are not listed in Ireland.

Following completion of the business combination, Linde plc will be subject to the corporate governance frameworks required by virtue of the listing of the Linde plc shares on the New York Stock Exchange and Frankfurt Stock Exchange.

Directors

Linde plc is currently managed by a board of directors with four directors, two designated by Praxair and two by Linde.

Decisions of the board prior to the completion of the business combination may only be made by a majority of the directors.

Under its existing constitution, the directors of Linde plc serve indefinitely and are not subject to annual re-election.

The following individuals are currently the directors of Linde plc:

| | | |

| --- | --- | --- |

| Name | Age | Present Principal Occupation or Employment, Employment History and Other Directorships Held in the Last Five Years |

| Guillermo Bichara | 43 | Mr. Bichara was appointed Vice President, General Counsel and Corporate Secretary of Praxair, Inc. effective January 1, 2015. Prior to this, from 2013 - 2014, he was Associate General Counsel and Assistant Secretary. From 2011 - 2013, Mr. Bichara served as Associate General Counsel with responsibility for Praxair Europe, Praxair Mexico and corporate transactions. He was Vice President and General Counsel of Praxair Asia from 2007 - 2011, and joined Praxair in 2006 as director of legal affairs at Praxair Mexico. Prior to joining Praxair, Mr. Bichara served as corporate counsel at CEMEX, Mexico’s global leader in the building materials industry, and was a foreign associate and counsel, respectively, at the law firms of Skadden, Arps, Slate, Meagher & Flom and White & Case. |

| Andrew Brackfield | 61 | Mr. Brackfield serves as Head of Legal, M&A, at Linde, a position that he has held since September 2015. He was Head of Legal M&A and Finance from 2012 until 2015 and prior to that held senior legal positions within Linde and The BOC Group Limited, which was acquired by Linde in 2006. Mr. Brackfield is also a Director of a number of Linde subsidiaries. Prior to joining The BOC Group Limited, Mr. Brackfield was a partner at Linklaters. He holds the position of company secretary at Linde plc. Mr. Brackfield is an English solicitor and holds a law degree from the University of Cambridge. |

| Christopher Cossins | 51 | Mr. Cossins has served as Head of Tax, UK and Financial Restructuring for Linde since 2007. Mr. Cossins is also a Director of a number of Linde subsidiaries. Prior to joining The BOC Group Limited, Mr. Cossins was employed by KPMG. He holds the positions of principal executive officer, principal financial officer and principal accounting officer of Linde plc. Mr. Cossins is a chartered accountant and holds an engineering degree from the University of Nottingham. |

| Richard L. Steinseifer | 60 | Mr. Steinseifer was named vice president of Mergers and Acquisitions for Praxair, Inc. in 2005. He has primary responsibility for the implementation of all merger, acquisition, divestiture and joint-venture transactions for the company, its affiliates and subsidiaries. Mr. Steinseifer joined Praxair in 1996 as director of financial services for Praxair’s largest business unit, North American Industrial Gases. In 2001, he was named director of acquisitions for Healthcare and, in 2003, his role was expanded to vice president, business development. Prior to joining Praxair, Mr. Steinseifer held positions as vice president, controller and director, international business development, during his six years at Liquid Carbonic, the industrial gases division of CBI Industries. Prior to that, he spent eight years with GE Medical Systems and four years with J.I. Case Company in financial management positions. |

All four of the existing directors will resign effective at the closing of the business combination and will be replaced with the directors determined by Praxair and Linde in accordance with the Linde plc constitution.

The directors of Linde plc can be reached at Linde plc’s principal executive offices: The Priestley Centre, 10 Priestley Road, The Surrey Research Park, Guildford, Surrey GU2 7XY, United Kingdom (tel.

+44 1483 242200).

Section 16(a) Beneficial Ownership Reporting Compliance

Because the Company’s ordinary shares are not registered under Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act"), the Company’s officers, directors and persons who own more than ten percent of the Company’s ordinary shares, are not required to file reports of ownership and reports of changes in ownership under Section 16(a) of the Exchange Act with the SEC.

Linde plc has not adopted a code of ethics.

Given the nature of the Company’s business, its limited shareholder base and current composition of management, the board does not believe that the Company requires a code of ethics at this time.

Committees

Linde plc has not yet established an audit committee, a nomination and governance committee or a compensation committee.

Executive Officers of the Registrant

Christopher Cossins is the principal executive officer, principal financial officer and principal accounting officer of Linde plc.

For additional information about Mr. Cossins, see "Directors" included in this Item 10 above.

Information required by this item is incorporated herein by reference to the sections captioned “Executive Compensation Matters” and “Corporate Governance and Board Matters - Director Compensation” in Linde’s Proxy Statement to be filed by April 30, 2019 for the Annual General Meeting.

As of the date of this report, the Company has not paid any compensation to its directors or executive officer.

[removed: Equity Compensation Plans][added: EQUITY COMPENSATION PLANS TABLE]

Equity Compensation Plans Information - The table below provides information as of December 31, 2018 about company shares that may be issued upon the exercise of options, warrants and rights granted to employees or members of Linde’s Board of Directors under equity compensation plans that were assumed by Linde upon the completion of the business combination on October 31, 2018.

| | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | |

| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | Weighted-average exercise price of outstanding options, warrants and rights (b) | | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | |

| Equity compensation plans approved by shareholders | 11,694,110 | | (1) | $ | 117.65 | | | 8,482,731 | | (2) |

| Equity compensation plans not approved by shareholders | — | | | — | | | | — | | |

| Total | 11,694,110 | | | $ | 117.65 | | | 8,482,731 | | |

________________________

| | |

| --- | --- |

| (1) | This amount includes 1,070,423 restricted shares. |

| | |

| --- | --- |

| (2) | This amount includes 8,009,603 shares available for future issuance pursuant to the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan assumed by Linde, and 473,128 shares available for future issuance pursuant to the Linde plc Long Term Incentive Plan 2018. |

Certain information required by this item regarding the beneficial ownership of the company’s ordinary shares is incorporated herein by reference to the section captioned “Information on Share Ownership” in Linde’s Proxy Statement to be filed by April 30, 2019 for the Annual General Meeting.

Security Ownership of Certain Beneficial Owners

As of the date of this report, Enceladus and Cumberland are the Company's only shareholders, each holding 12,500 A ordinary shares, nominal value of €1.00 each, in the capital of Linde plc.

As of December 31, 2017, the Company did not have any compensation plans (including individual compensation arrangements) under which equity securities of the registrant were authorized for issuance.

Information required by this item is incorporated herein by reference to the sections captioned “Corporate Governance And Board Matters – Review, Approval or Ratification of Transactions with Related Persons,” “Corporate Governance And Board Matters – Certain Relationships and Transactions,” and “Corporate Governance And Board Matters – Director Independence” in Linde’s Proxy Statement to be filed by April 30, 2019 for the Annual General Meeting.

Director Independence

The Company has not established its own standard for determining whether its directors and nominees for directors are “independent” nor has it adopted any other standard of independence employed by any national securities exchange or inter-dealer quotation system.

Under the independence standards of the New York Stock Exchange, on which the Company’s stock is expected to be listed and traded following completion of the business combination, Messrs.

Cossins and Brackfield would not be deemed to be “independent” given that Mr. Cossins is also the principal executive officer, principal financial officer and principal accounting officer of Linde plc and Mr. Brackfield is also the corporate secretary of Linde plc.

In addition to serving as members of the Linde plc board of directors, Messrs.

Brackfield and Cossins are employed by Linde.

In this context, they participate in Linde’s share-based incentive program for executives, the Linde LTIP and the retention scheme which was set up by Linde in connection with the business combination and have entered into indemnification agreements with Linde.

Besides this, Messrs.

Brackfield and Cossins hold Linde shares.

Messrs.

Bichara and Steinseifer would not be deemed to be “independent” under the independence standards of the New York Stock Exchange because in addition to serving as members of the Linde plc board of directors, Messrs.

Bichara and Steinseifer are employed by Praxair, Inc. In their capacities as employees of Praxair, Inc., Messrs.

Bichara and Steinseifer receive a salary which comprises, among others, equity awards.

In this context, Messrs.

Bichara and Steinseifer hold Praxair shares and other equity-based awards for Praxair.

In their capacity as members of the Linde plc board of directors, Messrs.

Bichara, Steinseifer, Brackfield and Cossins receive no compensation and none of them holds shares or equity-based instruments in Linde plc.

Certain Relationships and Transactions

Linde plc has not yet adopted a policy for review of related person transactions.

Given the nature of the Company’s business, its limited shareholder base and current composition of management, the board does not believe that the Company requires a policy at this time.

On July 24, 2017 the Company entered into a cash management agreement with Praxair International Finance UC to finance the Company´s working capital obligations.

The total available amount under the facility is €30,000,000.

The cash management agreement is Euro denominated and has a variable interest rate of one month EUR LIBOR plus a 0% spread.

The cash management agreement terminates on the earlier of the termination date of the business combination agreement or the business day immediately following the closing date of the business combination.

At December 31, 2017, $9,501,470 was outstanding under this facility (see Note 7 to the consolidated financial statements).

Information required by this item is incorporated herein by reference to the section captioned “Audit Matters” in Linde’s Proxy Statement to be filed by April 30, 2019 for the Annual General Meeting.

The information required by this item is set forth below.

Independent Auditor Selection

The Company's board of directors has not yet established an audit committee.

Therefore, it is the responsibility of the entire board of directors to serve the functions of an audit committee and to pre-approve all audit and permitted non-audit services to be performed by the independent auditors, such approval to take place in advance of such services when required by law, regulation, or rule, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act that are approved by the board prior to completion of the audit.

PricewaterhouseCoopers LLP (“PWC”) was selected as Linde plc's independent auditor for 2017.

Fees Paid to the Independent Auditor

The following is a summary of fees billed by PWC in 2017 for its services.

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | Types of Fees | | | | | | | | | | | |

| | Audit | | Audit - Related | | Tax | | All Other | | Total | | Non-Audit Fees % of Total Audit Fees | |

| 2017 | 210,000 | | 58,900 | | — | | — | | 268,900 | | 28 | % |

Audit Fees

These are fees paid for the audit of Linde plc’s annual financial statements, the reviews of the financial statements included in Linde plc’s reports on Form 10-Q and services that are normally provided by the independent auditor in connection with statutory and regulatory filings or engagements for that fiscal year.

Audit-Related Fees

These are fees paid for assurance and related services rendered that are reasonably related to the performance of the audit or review of Linde plc’s financial statements other than the fees disclosed in the foregoing paragraph.

These fees included those related to work associated with financial statements prepared under International Financial Reporting Standards.

[added: | (a) |] The following documents are filed as part of this report: [added: |]

| (1) | The company’s [removed: 2017] [added: 2018] Consolidated Financial Statements and the Report of the Independent Registered Public Accounting Firm are included in Part II, Item 8. Financial Statements and Supplementary Data. |

[removed: | | Exhibits | | |][added: INDEX TO EXHIBITS]

| [removed: | 2.01] [added: 2.1] | | [Business Combination [removed: Agreement, dated June 1, 2017,] [added: Agreement] by and among [removed: Praxair, Inc.,] Linde Aktiengesellschaft, [removed: Linde Plc (formerly known as] [added: Praxair, Inc.,] Zamalight [removed: plc),] [added: PLC,] Zamalight Holdco LLC and Zamalight Subco, Inc. [removed: was filed] [added: dated] as [removed: Annex A to the proxy statement/prospectus forming a part] of [removed: the Registration Statement] [added: June 1, 2017 (Filed as Exhibit 2.1 to Praxair, Inc.'s Current Report] on Form [removed: S-4 of Linde Plc filed on] [added: 8-K dated] June [removed: 5,] [added: 1,] 2017, [removed: as amended (file no. 333-218485)] [added: Filing No. 1-11037,] and is incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1707925/000119312517193608/d283276ds4.htm)] [added: reference.)](http://www.sec.gov/Archives/edgar/data/884905/000119312517191218/d506854dex21.htm)] |

| [removed: | 2.01(i)] [added: 2.1a] | | [Amendment No. 1, dated August 10, 2017, to the Business Combination Agreement, by and among Praxair, Inc., Linde Aktiengesellschaft, Linde [removed: plc (formerly known as Zamalight plc),] [added: plc,] Zamalight Holdco LLC and Zamalight Subco, Inc. [removed: was filed] [added: (Filed] as [removed: Annex A] [added: Exhibit 2.1] to [removed: the proxy statement/prospectus forming a part of the Registration Statement] [added: Praxair, Inc.'s Current Report] on Form [removed: S-4 of Linde Plc, filed on June 5,] [added: 8-K dated August 10,] 2017, [removed: as amended (file no. 333-218485)] [added: Filing No. 1-11037,] and is incorporated [removed: herein] [added: hereby] by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1707925/000119312517254868/d283276ds4a.htm#rom283276_250)] [added: reference.)](http://www.sec.gov/Archives/edgar/data/884905/000119312517254473/d440042dex21.htm)] |

| [removed: |] 3.01 | | [removed: [Public] [added: [Amended and Restated Public] Limited Company Constitution of Linde [removed: Plc was filed] [added: plc (Filed] as Exhibit [removed: 3.01 to Amendment No. 2] [added: 3.1] to the [removed: Registration Statement] [added: Company’s Current Report] on Form [removed: S-4 of Linde Plc] [added: 8-K,] filed on [removed: July 28, 2017 (file no. 333-218485)] [added: October 31, 2018, File No. 333-218485,] and [removed: is] incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1707925/000119312517239147/d283276dex301.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/1707925/000119312518313073/d643979dex31.htm)] |

| [removed: | 21.01] [added: *10.17] | | [removed: [Subsidiaries] [added: [Form] of Linde plc [removed: was filed] [added: Director Indemnification Agreement (Filed] as Exhibit [removed: 21.01 to Amendment No. 3] [added: 10.1] to the [removed: Registration Statement] [added: Company’s Current Report] on Form [removed: S-4 of Linde Plc] [added: 8-K,] filed on [removed: August 7, 2017 (file no. 333-218485)] [added: October 31, 2018, File No. 333-218485,] and [removed: is] incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1707925/000119312517250039/d283276dex2101.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/1707925/000119312518313073/d643979dex101.htm)] |

| [removed: |] 31.01 | | [Rule 13a-14(a) [removed: and 15d-14(a) Certification](https://www.sec.gov/Archives/edgar/data/1707925/000170792518000004/lindeplc-20171231xex3101.htm)] [added: Certification](https://www.sec.gov/Archives/edgar/data/1707925/000162828019003050/lindeplc-20181231ex3101.htm)] |

| [removed: |] 32.01 | | [Section 1350 Certification (such certifications are furnished for the information of the Commission and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange [removed: Act).](https://www.sec.gov/Archives/edgar/data/1707925/000170792518000004/lindeplc-20171231xex3201.htm)] [added: Act).](https://www.sec.gov/Archives/edgar/data/1707925/000162828019003050/lindeplc-20181231ex3201.htm)] |

| [removed: |] 101.INS | | XBRL Instance Document |

| [removed: |] 101.SCH | | XBRL Taxonomy Extension Schema |

| [removed: |] 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase |

| [removed: |] 101.LAB | | XBRL Taxonomy Extension Label Linkbase |

| [removed: |] 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase |

| [removed: |] 101.DEF | | XBRL Taxonomy Extension Definition Linkbase |

| | |

| --- | --- |

| | | |

| --- | --- | --- |

| | | |

| Exhibit No. | | Description |

| | | |

| | | |

| | | |

| 2.2 | | [Sale and Purchase Agreement, dated July 5, 2018, by and among Praxair, Inc., Taiyo Nippon Sanso Corporation (“Taiyo”), and Linde plc with respect to the sale of a majority of Praxair’s businesses in Europe to Taiyo in connection with the Business Combination Agreement (Filed as Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, File No. 1-38730, and is incorporated hereby by reference).](http://www.sec.gov/Archives/edgar/data/1707925/000170792518000033/lindeplcq32018ex21.htm) |

| | | |

| 2.3 | | [Sale and Purchase Agreement, dated July 16, 2018, by and among Linde AG, Praxair, Inc., MG Industries GmbH, Messer Canada Inc., MG Industries USA, Inc. (the MG entities and Messer Canada, Inc. being collectively referred to as “Messer”), and Linde plc with respect to the sale of certain assets of Linde AG in the Americas and certain assets of Praxair, Inc. to Messer in connection with the Business Combination Agreement (Filed as Exhibit 2.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, File No. 1-38730, and is incorporated hereby by reference).](http://www.sec.gov/Archives/edgar/data/1707925/000170792518000033/lindeplcq32018ex22.htm) |

| | | |

| 2.3a | | [First Amendment dated September 21, 2018 to the Sale and Purchase Agreement, dated July 16, 2018, by and among Linde AG, Praxair, Inc., Messer, and Linde plc with respect to the sale of certain additional assets of Linde AG in the Americas to Messer in connection with the Business Combination Agreement (Filed as Exhibit 2.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, File No. 1-38730, and is incorporated hereby by reference).](http://www.sec.gov/Archives/edgar/data/1707925/000170792518000033/lindeplcq32018ex23.htm) |

| | | |

| 2.3b | | [Second Amendment dated October 19, 2018 to the Sale and Purchase Agreement, dated July 16, 2018, as amended by the First Amendment thereto, by and among Linde AG, Praxair, Inc., Messer, and Linde plc, with respect to the sale of certain additional assets of Linde AG in the Americas to Messer in connection with the Business Combination Agreement (Filed as Exhibit 2.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, File No. 1-11037, and is incorporated hereby by reference).](http://www.sec.gov/Archives/edgar/data/1707925/000170792518000033/lindeplcq32018ex24.htm) |

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| 2.3c | | [Third Amendment dated February 20, 2019 to the Sale and Purchase Agreement, dated July 16, 2018, as amended by the First and Second Amendment thereto, by and among Linde AG, Praxair, Inc., Messer, and Linde plc, with respect to the sale of certain additional assets of Linde AG in the Americas to Messer in connection with the Business Combination Agreement dated as of June 1, 2017, as amended, to effect a combination of the businesses of Linde AG and Praxair, Inc. (Filed as Exhibit 2.4 to the Company’s Current Report on Form 8-K, filed on March 7, 2019, File No. 1-11037, and is incorporated hereby by reference).](http://www.sec.gov/Archives/edgar/data/1707925/000119312519067295/d676257dex24.htm) |

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| 4.01 | | [Indenture, dated as of July 15, 1992, between Praxair, Inc. and U.S. Bank National Association, as the ultimate successor trustee to Bank of America, Illinois, formerly Continental Bank, National Association (Filed as Exhibit 4 to Praxair, Inc.'s Current Report on Form 8-K dated March 19, 2007, Filing No. 1-11037, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/884905/000095012307004081/y32075exv4.htm) |

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| 4.02 | | [Form of Subordinated Indenture for Praxair, Inc. (Filed as Exhibit 4.3 to Praxair, Inc.'s Form S-3, filed on May 12, 2015, File No. 333-204093, and is incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/884905/000095016215000019/ex4_3.htm) |

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| 4.03 | | Copies of the agreements relating to long-term debt which are not required to be filed as exhibits to this Annual Report on Form 10-K will be furnished to the Securities and Exchange Commission upon request. |

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| 10.01 | | [Credit Agreement dated as of December 19, 2014 among Praxair, Inc. and the Eligible Subsidiaries Referred to therein, the Lenders listed therein, and Bank of America, N.A., as Administrative Agent, Citibank N.A., Deutsche Bank Securities Inc. and HSBC Securities (USA) Inc., as Syndication Agents was filed as Exhibit 10.1 to Praxair, Inc.'s current report on Form 8-K, dated December 22, 2014, Filing No. 1-11037, and is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/884905/000095016214000082/ex10_1.htm) |

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| 10.01a | | [Waiver, dated as of June 22, 2018, to the Credit Agreement, dated as of December 19, 2014, as amended, among Praxair, Inc., the Eligible Subsidiaries party thereto from time to time, the lenders party thereto from time to time and Bank of America, N.A., as Administrative Agent (Filed as Exhibit 10.1 to Praxair, Inc.’s Quarterly Report on Form 10-Q for the second quarter of 2018, File No. 1-11037, and is incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/884905/000088490518000063/px-20180630xex101.htm) |

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| --- | --- | --- |

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| 10.02 | | [Credit Agreement dated as of July 18, 2013 among Linde AG and Linde Finance B.V., as original borrowers, the Lenders listed therein, and Deutsche Bank Luxembourg S.A., as Agent and EUR Swingline Agent, Deutsche Bank AG, New York Branch, as USD Swingline Agent, and the several Lead Arrangers listed therein.](https://www.sec.gov/Archives/edgar/data/1707925/000162828019003050/exhibit1002.htm) |

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| 10.02a | | [Waiver, dated as of June 19, 2018, to the Credit Agreement dated as of July 18, 2013 among Linde AG and Linde Finance B.V., as original borrowers, the Lenders listed therein, and Deutsche Bank Luxembourg S.A., as Agent and EUR Swingline Agent, Deutsche Bank AG, New York Branch, as USD Swingline Agent, and the several Lead Arrangers listed therein.](https://www.sec.gov/Archives/edgar/data/1707925/000162828019003050/a102dc.htm) |

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| *10.03 | | [Long Term Incentive Plan 2018 of Linde plc (Filed as Exhibit 4.4 to the Company’s Form S-8, filed on October 31, 2018, File No. 333-228084, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1707925/000119312518313288/d645241dex44.htm) |

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| *10.04 | | [Linde plc Annual Variable Compensation Plan effective January 1, 2019 (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 25, 2019, File No. 1-38730, and is incorporated hereby by reference).](http://www.sec.gov/Archives/edgar/data/1707925/000165495419000757/lin_ex10-1.htm) |

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| --- | --- | --- | --- |

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

| | | Linde plc | |

| | | (Registrant) | |

| Date: March 23, 2018 | | By: /s/ Christopher Cossins | |

| | | Christopher Cossins | |

| | | Principal Executive Officer, Principal Finance Officer, and Principal Accounting Officer | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 23, 2018.

| | | | | |

| --- | --- | --- | --- | --- |

| /s/ Guillermo Bichara | | /s/ Andrew Brackfield | | /s/ Christopher Cossins |

| Guillermo Bichara Director | | Andrew Brackfield Director | | Christopher Cossins Director |

| /s/ Richard L. Steinseifer | | | | |

| Richard L. Steinseifer Director | | | | |

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT

No annual report to security holders covering the Registrant's last fiscal year or proxy material has been sent to security holders.

None.

SIGNATURES

Linde plc and Subsidiaries

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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| --- | --- | --- | --- | --- | --- | --- |

| | | | | | | |

| | | | | Linde plc | | |

| | | | | (Registrant) | | |

| Date: March 18, 2019 | | | By: | /s/ KELCEY E. HOYT | | |

| | | | | Kelcey E. Hoyt Chief Accounting Officer | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 18, 2019.

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

| /s/ PROF. DR. WOLFGANG REITZLE | | /s/ STEPHEN F. ANGEL | | /s/ MATTHEW J. WHITE |

| Wolfgang Reitzle Chairman | | Stephen F. Angel Chief Executive Officer and Director | | Matthew J. White Chief Financial Officer |

| | | | | |

| /s/ PROF. DDR. ANN-KRISTIN ACHLIETNER | | /s/ DR. CLEMENS BÖRSIG | | /s/ DR. NANCE K. DICCIANI |

| Ann-Kristin Achleitner Director | | Clemens Börsig Director | | Nance K. Dicciani Director |

| | | | | |

| /s/ DR. THOMAS ENDERS | | /s/ FRANZ FEHRENBACH | | /s/ EDWARD G. GALANTE |

| Thomas Enders Director | | Franz Fehrenbach Director | | Edward G. Galante Director |

| | | | | |

| /s/ LARRY D. MCVAY | | /s/ DR. VICTORIA OSSADNIK | | /s/ PROF. DR. MARTIN H. RICHENHAGEN |

| Larry D. McVay Director | | Victoria Ossadnik Director | | Martin Richenhagen Director |

| | | | | |

| /s/ ROBERT L. WOOD | | | | |

| Robert L. Wood Director | | | | |

Market Information

There is currently no public trading market for the Company's securities.

In connection with the completion of the business combination, Linde plc will apply to list and admit to trading its ordinary shares on the New York Stock Exchange and the Frankfurt Stock Exchange and will seek inclusion in the S&P 500 and DAX 30 indices.

Holders

As of December 31, 2017, Enceladus Holding Limited ("Enceladus") and Cumberland Corporate Services Limited ("Cumberland") are the only shareholders of Linde plc, each holding 12,500 A ordinary shares of €1.00 each in the capital of Linde plc.

Enceladus is wholly owned by Praxair’s Irish legal counsel.

It was established as a corporate services provider to facilitate transactions undertaken by clients of Praxair’s Irish legal counsel and it is managed by its board of directors.

Cumberland is wholly owned by Linde’s Irish legal counsel.

It was established as a corporate services provider to facilitate transactions undertaken by clients of Linde’s Irish legal counsel and it is managed by its board of directors.

Dividends

Linde plc has not paid any dividends to date.

General Provisions Relating to Profit Allocation and Dividend Payments under Irish Law

Under Irish law, Linde plc may only pay dividends, make distributions and also generally repurchase or redeem shares from its distributable reserves, which are, generally, its accumulated realized profits so far as not previously utilized by distribution or capitalization, less its accumulated realized losses so far as not previously written off in a reduction or reorganization of capital duly made.

In addition, no distribution or dividend may be made if the net assets of Linde plc are not, or if making such distribution or dividend will cause the net assets of Linde plc to not be, equal to, or in excess of, the aggregate of Linde plc’s called-up share capital plus undistributable reserves.

Undistributable reserves include Linde plc’s undenominated capital and the amount by which Linde plc’s accumulated unrealized profits exceeds its accumulated unrealized losses.

The determination as to whether or not Linde plc has sufficient distributable reserves to fund a dividend must be made by reference to Linde plc’s most recent unconsolidated annual audited financial statements or other financial statements properly prepared in accordance with the Companies Act 2014 (as amended) (Ireland).

The relevant financial statements must be filed in the Companies Registration Office (the official public registry for companies in Ireland).

Immediately following the business combination, the unconsolidated balance sheet of Linde plc will not contain any distributable reserves, and “shareholders’ equity” in such balance sheet will be comprised entirely of (i) “share capital” (equal to the aggregate nominal value of the Linde plc shares issued pursuant to the business combination), (ii) “share premium” (resulting from the issuance of Linde plc shares as part of the merger which will be equal to the aggregate market value of Praxair less the nominal value of the share capital issued to Praxair shareholders), (iii) the “merger reserve” (resulting from the issuance of Linde plc shares in connection with the German exchange offer which will be equal to the aggregate market value of Linde AG shares owned by Linde plc on completion of the business combination, less the share capital issued to Linde shareholders) and (iv) incorporation "share premium" (resulting from the share premium paid in by Enceladus and Cumberland in respect of the 25,000 ordinary shares of €1.00 each in the capital of Linde plc issued on incorporation which is equal to the aggregate sum of €25,000 ($26,827)).

Dividend Policy

The dividend policy for the combined group will be determined following completion of the business combination.

The Linde plc constitution authorizes the directors to declare dividends out of funds lawfully available without shareholder

approval.

The board of directors may also recommend a dividend to be approved and declared by the Linde plc shareholders at a general meeting.

Any dividend paid or changes to dividend policy are within the discretion of the board of directors and will depend upon many factors, including distributions of earnings to Linde plc by its subsidiaries, the financial condition and results of operations of the combined group, legal requirements, including limitations imposed by Irish law, terms of any outstanding shares of preferred stock, restrictions in any debt agreements that limit its ability to pay dividends to shareholders, restrictions in any series of preferred stock and other factors the board of directors deems relevant.

Linde plc currently expects to pay dividends subject to its ability to do so.

Issuer Purchases of Equity Securities

None.

Securities Authorized for Issuance under Equity Compensation Plan

None.

None.