Merger of Praxair, Inc. and Linde AG (Tables)

3 Months Ended

Mar. 31, 2019

The purchase price and estimated fair value of Linde AG’s net assets acquired as of the merger date on October 31, 2018 is presented as follows:



(in thousands, except value per share data, Linde AG exchange ratio, and purchase price)
Linde AG common stock tendered as of October 31, 2018 (i)	170,875 Shares
Business combination agreement exchange ratio (ii)	1.54 : 1
Linde plc ordinary shares issued in exchange for Linde AG	263,148
Per share price of Praxair, Inc. common stock (iii)	$164.50
Purchase price (millions of dollars)	$43,288



	(i)	Number of Linde AG shares tendered in the 2017 Exchange Offer.
	(ii)	Exchange ratio for Linde AG shares as set forth in the business combination agreement.
	(iii)	Closing price of Praxair shares on the New York Stock Exchange prior to the effective time of the business combination on October 31, 2018.

Summary Assets and Liabilities Acquired

Therefore, final determination of the fair values will likely result in further adjustments to the values presented in the following table:



Millions of dollars	Estimated Fair Value
Assets
Cash and cash equivalents	$	1,363
Accounts receivable – net	2,859
Inventories	1,452
Assets held for sale	5,227
Prepaid and other current assets	1,251
Property, plant and equipment	19,390
Equity investments	1,395
Goodwill	24,092
Other intangible assets	15,592
Other long-term assets	1,024
Total Assets Acquired	$	73,645
Less: Liabilities Assumed
Accounts payable	$	3,360
Short-term debt	1,177
Current portion of long-term debt	1,864
Accrued taxes	159
Liabilities of assets held for sale	676
Other current liabilities	3,016
Long-term debt	6,295
Other long-term liabilities	1,908
Deferred credits, including deferred income taxes	6,756
Total Liabilities Assumed	$	25,211
Less: Noncontrolling Interests	5,146
Purchase Price (i)	$	43,288



	(i)	See above for the calculation of the purchase price.

Pro Forma Information

The unaudited pro forma results for the three months ended March 31, 2019 and 2018, prepared in accordance with ASC 805, are summarized below:



Millions of dollars	2019		2018
Sales *	$	6,944	$	7,401
Income from continuing operations	$	483	$	599
Diluted earnings per share from continuing operations	$	0.88	$	1.08

* 2019 includes sales and income from continuing operations from the company's merger-related divestitures of $30 million and $5 million, respectively (2018 includes $435 million and $91 million, respectively).