UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
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ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31,
2018
OR
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¨
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TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
Commission File Number 001-38730
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A.
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Full title of the Plan and the address of the Plan, if different from that of the issuer named below:
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The Savings Program for Employees of Praxair Puerto Rico B.V. and
Its Participating Subsidiary Companies
P.O. Box 307
Gurabo, Puerto Rico 00778
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B.
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Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office:
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Linde plc
The Priestly Centre, 10 Priestly Road,
Surrey Research Park, Guildford, Surrey GU2 7XY
United Kingdom
All other schedules required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 (ERISA) have been omitted because they are not applicable.
Report of Independent Registered Public Accounting Firm
Plan Administrator and Participants
The Savings Program for Employees of Praxair Puerto Rico B.V. and
Its Participating Subsidiary Companies
Gurabo, Puerto Rico
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of The Savings Program for Employees of Praxair Puerto Rico B.V. and Its Participating Subsidiary Companies (the “Plan”) as of December 31, 2018 and 2017, the related statement of changes in net assets available for benefits for the year ended December 31, 2018, and the related notes (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2018 and 2017, and the changes in net assets available for benefits for the year ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan 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 in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by the Plan’s management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental information in the accompanying schedule of delinquent participant contributions for the year ended December 31, 2018, and schedule of assets (held at end of year) as of December 31, 2018 have been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but included supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ BDO USA, LLP
We have served as the Plan’s auditor since 2008.
Philadelphia, Pennsylvania
June 28, 2019
The Savings Program for Employees of Praxair Puerto Rico B.V. and Its Participating Subsidiary Companies
Statements of Net Assets Available for Benefits
as of December 31, 2018 and 2017
______________________________________________________________________________________________________
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December 31,
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2018
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2017
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Assets:
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Investments, at fair value (Note 5):
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$
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5,056,753
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$
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5,659,529
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Receivables:
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Employer contributions
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—
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36
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Participant contributions
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—
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62
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Dividends and interest
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692
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140
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Notes receivable from participants
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436,301
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465,516
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436,993
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465,754
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Net Assets Available for Benefits
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$
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5,493,746
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$
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6,125,283
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The accompanying notes are an integral part of these financial statements.
The Savings Program for Employees of Praxair Puerto Rico B.V. and Its Participating Subsidiary Companies
Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 2018
______________________________________________________________________________________________________
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Additions to (Deductions from) Net Assets
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Contributions:
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Participants
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$
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271,348
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Employer
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116,699
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Total Contributions
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388,047
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Investment income (loss):
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Net appreciation (depreciation) in fair value of investments
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(121,151
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)
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Dividends and interest
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102,078
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Total net investment income (loss)
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(19,073
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)
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Interest on notes receivable from participants
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39,225
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Benefit payments to participants
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(1,039,736
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)
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Net Increase (Decrease) In Net Assets Available for Benefits
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(631,537
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)
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Net Assets Available for Benefits
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Beginning of year
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6,125,283
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End of year
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$
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5,493,746
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The accompanying notes are an integral part of these financial statements.
The Savings Program for Employees of Praxair Puerto Rico B.V. and Its Participating Subsidiary Companies
Notes to Financial Statements
December 31, 2018 and 2017
Note 1 - Inception of the Plan
The Savings Program for Employees of Praxair Puerto Rico B.V. and Its Participating Subsidiary Companies (the “Plan”) was established on March 1, 1995 by Praxair Puerto Rico B.V. (the “Company”).
Note 2 - Description of the Plan
The Plan is a tax-qualified retirement plan. The following is a general description of the Plan. Participants should refer to the Plan document, as amended by the Popular Master Defined Contribution Retirement Plan Profit Sharing Plan with Cash or Deferred Arrangement Plan Adoption Agreement effective August 22, 2014 for a complete description of the Plan’s provisions.
General
The Plan is a defined contribution plan and is administered by the Administrative Committee of The Savings Program for Employees of Praxair Puerto Rico B.V. and Its Participating Subsidiary Companies (the “Administrator”).
On October 31, 2018, Praxair, Inc. and Linde Aktiengesellschaft, a stock corporation incorporated under the laws of Germany (“Linde AG”), completed the combination of their respective businesses through an all-stock transaction and became subsidiaries of Linde plc (the "business combination").
The Trustee and recordkeeper of the Plan's assets is Banco Popular de Puerto Rico. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”) as amended.
Eligibility
An employee of the Company is eligible to participate in the Plan if he or she is a minimum of 18 years of age and has completed 90 days of service.
Contributions
Participant contributions to the Plan are made through payroll deductions. Plan participants generally may elect to contribute a percentage of their eligible compensation on either a before-tax and/or after-tax basis. Participants’ before-tax contributions are limited to an annual statutory amount, which amounted to
$15,000
in
2018
.
Participants who reach age
50
by the close of the Plan year are eligible to make catch-up contributions. Catch-up contributions are limited to
$1,500
per Plan year (or such other limit as may be imposed through amendment to the Puerto Rico Internal Revenue Code for a New Puerto Rico, as amended (“2011 PR Code”). No matching contributions will be made with respect to such catch up contributions.
For participants employed by the Company prior to October 1, 2012, the Plan provides for a Company matching contribution equal to
70%
of the first
2.5%
of a participant’s eligible compensation contributed to the Plan and
40%
of the next
5%
of the participant’s eligible compensation contributed to the Plan. For participants hired on or after October 1, 2012, the Company will make a matching contribution equal to 100% of the first 5% of a participant's eligible compensation contributed to the Plan. Company matching contributions to the Plan are made in cash and are invested in accordance with each participant’s investment direction.
Participants’ Account Activity
Participant accounts are credited with participant and Company contributions and investment returns which are based upon each participant’s investment direction. Participant accounts are charged for withdrawals. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Vesting
Employees are fully vested at all times in their own contributions, company matching contributions, and rollover contributions. In the event of termination of employment from the Company, Plan participants receive all amounts credited to their accounts.
Investment Options
Plan participants may direct the investment of their Plan accounts among various investment options offered by the Plan listed below:
The Savings Program for Employees of Praxair Puerto Rico B.V. and Its Participating Subsidiary Companies
Notes to Financial Statements
December 31, 2018 and 2017
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•
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Linde plc ordinary shares
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Participants may change the investment election of their contributions and existing balances on a daily basis.
Withdrawals and Distributions
Plan participants may generally withdraw after-tax contributions from their account balances while working and, in limited cases (as defined in the Plan's provisions), may withdraw before-tax contributions. Mandatory distributions from the Plan are required to begin no later than April 1 of the year following the year in which a participant attains age 70
1
/
2
or retires from service with the Company, whichever is later. Actively employed participants may begin receiving distributions of pre-tax contributions at 59
1
/
2
.
On November 11, 2017, the Hacienda issued Administrative Determination No. 17-29, which allowed for eligible distributions to be made from Puerto Rico qualified retirement plans to Puerto Rico residents at preferential tax rates as a measure of Hurricane Maria disaster relief. In response to this guidance, the Administrator resolved in February 2018 to amend the Plan to allow for hardship withdrawals to cover expenses related to Hurricane Maria. The window for such distributions was February 1, 2018 through June 15, 2018 and participants were permitted only one distribution during the Plan Year.
Notes Receivable from Participants (Participant Loans)
The Plan generally permits participants to borrow from their accounts a minimum of
$1,000
up to the lesser of
$50,000
or
50%
of their vested account balances. Participants are permitted to have only one loan outstanding at any time. Certain other restrictions apply, as defined in the Plan.
Participant loans are repaid during fixed terms not to exceed five years (ten years if used to purchase a primary residence). Principal and interest are paid ratably, generally through payroll deductions. The loans are collateralized by the balance in the participant’s account and bear interest at a fixed rate since Plan inception of
9%
. A loan application fee of
$125
is charged to the participant’s account for each new loan.
Participant loans are carried at unpaid principal balance plus accrued but unpaid interest. No allowances for credit losses have been recorded as of
December 31, 2018
and
2017
. Delinquent participant loans are recorded as a distribution in accordance with the terms of the Plan and applicable law.
Rollovers
Rollovers represent transfers of account balances of certain participants into certain investments of the Plan from other qualified plans or from individual retirement accounts.
Unclaimed Benefits and Forfeitures
The benefit payable on behalf of a participant who cannot be located by the Administrator is forfeited at such time as the Administrator has made the determination
.
However, the forfeiture will be restored to the participant's account by the Administrator if such participant subsequently makes a valid claim for the benefit. There were no benefits payable as of December 31, 2018 or 2017.
Note 3 - Summary of Significant Accounting Policies
Method of Accounting
The financial statements of the Plan are prepared under the accrual method of accounting.
Use of Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of income and expenses during the reporting period. Actual results could differ from those estimates.
The Savings Program for Employees of Praxair Puerto Rico B.V. and Its Participating Subsidiary Companies
Notes to Financial Statements
December 31, 2018 and 2017
Payment of Benefits
Benefits are recorded when paid.
Investment Valuation and Income Recognition
Plan investments are reported at fair value which is determined based upon quoted market prices or using observable market based inputs, other than quoted market prices, for similar investments. Funds are valued on a daily basis. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year-end.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
The Plan presents in the Statement of Changes in Net Assets Available for Benefits the net appreciation (depreciation) in the fair value of its investments, which consists of the realized gains or losses and the unrealized appreciation or depreciation on those investments.
Note 4 - Risks and Uncertainties
The Plan provides for various investment options that invest in any combination of equity, bonds, and fixed income securities and other investment securities. These investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk and uncertainty associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.
Note 5 - Fair Value Measurements
The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value in three broad levels as follows:
Level 1 – quoted prices in active markets for identical assets or liabilities
Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions) and significant to the fair value measurement
The asset or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs.
The following tables summarize investment assets measured at fair value at December 31,
2018
and
2017
:
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Investment Assets at Fair Value at December 31, 2018
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Level 1
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Level 2
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Level 3
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Total
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Mutual Funds
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$
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2,179,188
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|
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$
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—
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$
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—
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$
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2,179,188
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|
Linde plc Ordinary Shares
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|
2,610,081
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|
|
—
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|
|
—
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|
|
2,610,081
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|
|
Cash Equivalents
|
|
267,484
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|
|
—
|
|
|
—
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|
|
267,484
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|
|
Total Investments, at Fair Value
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|
$
|
5,056,753
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|
|
$
|
—
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|
|
$
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—
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|
|
$
|
5,056,753
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|
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Investment Assets at Fair Value at December 31, 2017
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Level 1
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Level 2
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Level 3
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Total
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Mutual Funds
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$
|
2,478,035
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$
|
—
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$
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—
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$
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2,478,035
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Praxair, Inc. Common Stock
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|
2,948,046
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|
|
—
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—
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|
|
2,948,046
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|
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Cash Equivalents
|
|
233,448
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|
|
—
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|
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—
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|
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233,448
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Total Investments, at Fair Value
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$
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5,659,529
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$
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—
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$
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—
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$
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5,659,529
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There are no plan liabilities required to be recorded at fair value at December 31,
2018
and
2017
.
The Savings Program for Employees of Praxair Puerto Rico B.V. and Its Participating Subsidiary Companies
Notes to Financial Statements
December 31, 2018 and 2017
The following is a description of the valuation methodologies for the Plan assets measured at fair value. There have been no changes to the methodologies used at December 31,
2018
and
2017
.
Mutual Funds
– This class primarily consists of publicly traded funds of registered investment companies. The mutual funds invest in marketable equity securities with companies that have large and small market capitalizations, fixed income securities within the domestic market, and international marketable equity securities. The fair value of these investments is determined by reference to the fair value of the underlying securities of the mutual funds. The net asset value of the mutual fund’s shares is the closing price as quoted on the exchange where the fund is traded and is therefore classified as Level 1 within the valuation hierarchy.
Linde plc Ordinary Shares
– Linde plc ordinary shares are valued at quoted closing market prices from a national securities exchange and are classified as Level 1 within the valuation hierarchy. In connection with the completion of the business combination between Praxair and Linde AG, each share of common stock of Praxair, par value $0.01 per share, was converted into one ordinary share, par value €0.001 per share. Refer to Note 2 for additional information.
Cash Equivalents
– This class consists of short-term money market investments and cash equivalents. Due to the short-term maturities of these investments, cash equivalents are valued at cost, which approximates fair value. Cash equivalents are classified as Level 1 within the fair value hierarchy.
Note 6 - Tax Status
The Plan qualifies under section 1081.01 of the 2011 PR Code and complies with all applicable requirements of both Title I of ERISA and the 2011 PR Code. The Plan is comprised of the Banco Popular Master Defined Contribution Retirement Plan and received a favorable determination letter from the Hacienda dated February 12, 2013. The Plan administrator believes that in design and operation, the Plan continues to operate in compliance with applicable law.
Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
Note 7 - Plan Expenses
Fees incurred by the Plan for investment management services are included in net appreciation (depreciation) in fair value of investments. Transfer taxes and other costs and expenses, if any, except for administrative costs of the Company associated with the sale and transfer of Linde plc ordinary shares, are deducted from the sale proceeds or charged to the participant account (for purchases). For the year ended December 31,
2018
, the Company paid all costs of Plan administration and expenses of collecting and distributing amounts from and to the participants. Amounts paid by the Company for Plan expenses during
2018
were insignificant.
Note 8 - Parties-in-Interest Transactions
Certain Plan investments are time deposits held with Banco Popular de Puerto Rico. Banco Popular de Puerto Rico is the trustee as defined by the Plan; therefore, these transactions qualify as party-in-interest transactions. Certain Plan investments include ordinary shares of Linde plc, the Company’s parent company; therefore, these transactions, and associated dividend income, qualify as party-in-interest transactions. Participant loans also qualify as party-in-interest transactions.
Note 9 - Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan's provisions to terminate the Plan at its sole discretion. Upon such termination, the net assets of the Plan will be distributed or sold exclusively for the benefit of the participants (or their beneficiaries). Upon such termination, participants would remain
100%
vested.
Note 10 - Subsequent Events
Subsequent events have been evaluated through the date the financial statements were issued.
The Savings Program for Employees of Praxair Puerto Rico B.V. and Its Participating Subsidiary Companies
EIN: 66-0605193, Plan Number: 001
Schedule H, line 4a – Schedule of Delinquent Participant Contributions
for the Year Ended December 31, 2018
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Total that Constitutes Nonexempt Prohibited Transactions
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Participant Contributions and Loan Repayments transferred late to the Plan
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Contributions Not Corrected
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Contributions Corrected Outside VFCP
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Contributions Pending Correction in VFCP
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Total Fully Corrected under VFCP and PTE 2002-51
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$
|
4,437
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|
$
|
4,437
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|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
The Savings Program for Employees of Praxair Puerto Rico B.V. and Its Participating Subsidiary Companies
EIN: 66-0605193, Plan Number: 001
Schedule H, line 4i – Schedule of Assets (Held at End of Year)
as of December 31, 2018
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(a)
|
(b)
Identity of issue, borrower, lessor or similar party
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(c)
Description of investment including maturity date, rate of interest, collateral, par or maturity value
|
(d)
Cost
|
(e)
Current value
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*
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Linde plc Ordinary Shares
|
Linde plc Ordinary Shares
|
**
|
$
|
2,610,081
|
|
|
|
Vanguard 500 Index Fund
|
Mutual Fund
|
**
|
632,633
|
|
|
|
American Funds Washington Mutual Investors Fund
|
Mutual Fund
|
**
|
589,578
|
|
|
|
BlackRock Total Return Fund
|
Mutual Fund
|
**
|
277,180
|
|
|
|
Federated Government Obligations
|
Cash Equivalent
|
**
|
242,420
|
|
|
|
T Rowe Price Retirement 2030 Fund
|
Mutual Fund
|
**
|
127,759
|
|
|
|
Harbor Capital Appreciation Fund
|
Mutual Fund
|
**
|
112,377
|
|
|
|
T Rowe Price Retirement 2040 Fund
|
Mutual Fund
|
**
|
97,715
|
|
|
|
T Rowe Price Retirement 2015 Fund
|
Mutual Fund
|
**
|
67,601
|
|
|
|
T Rowe Price Retirement 2035 Fund
|
Mutual Fund
|
**
|
57,564
|
|
|
|
T Rowe Price Retirement 2045 Fund
|
Mutual Fund
|
**
|
56,173
|
|
|
|
T Rowe Price Retirement 2050 Fund
|
Mutual Fund
|
**
|
53,094
|
|
|
|
Loomis Sayles Small Cap Value Fund
|
Mutual Fund
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**
|
46,979
|
|
|
*
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Banco Popular Puerto Rico Time Deposit
|
Cash Equivalent
|
**
|
25,064
|
|
|
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American Funds EuroPacific Growth Fund
|
Mutual Fund
|
**
|
19,901
|
|
|
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T Rowe Price Retirement 2055 Fund
|
Mutual Fund
|
**
|
19,552
|
|
|
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T Rowe Price Retirement 2025 Fund
|
Mutual Fund
|
**
|
8,998
|
|
|
|
T Rowe Price Retirement 2020 Fund
|
Mutual Fund
|
**
|
7,871
|
|
|
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T Rowe Price Retirement 2060 Fund
|
Mutual Fund
|
**
|
3,049
|
|
|
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Wells Fargo Advantage Government Sec Fund
|
Mutual Fund
|
**
|
1,164
|
|
|
|
Total investments, at fair value
|
|
|
5,056,753
|
|
|
*
|
Participant loans
|
Interest rate of 9%, various maturities
|
|
436,301
|
|
|
|
Total investments, at fair value and participant loans
|
|
|
$
|
5,493,054
|
|
|
|
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*
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Party-in-interest as defined by ERISA
|
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**
|
Cost information is not required for participant directed investments and, therefore, is not included
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Exhibit No.
|
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Description
|
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|
|
23.01
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrator of the Plan has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.
The Savings Program for Employees of Praxair Puerto Rico B.V. and Its Participating Subsidiary Companies
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Date: June 28, 2019
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By:
|
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/s/ Luis Fernando Duclaud
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Luis Fernando Duclaud
|
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Managing Director, Praxair Puerto
|
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|
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Rico, Inc. and member of the Administrative
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Committee of The Savings Program for Employees
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of Praxair Puerto Rico B.V. and Its Participating
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Subsidiary Companies
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(On behalf of the Plan)
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