Linde (LIN) 10-K risk factor changes: FY2019 vs FY2018

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

| • | the implementation, ultimate impact and outcome of post-completion reorganization transactions, [removed: such as the squeeze-out with respect to remaining minority Linde AG shareholders,] which may be delayed; |

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

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

[removed: Increases] [added: 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 [removed: profitability.][added: profitability.]

[removed: Linde’s] [added: 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 [removed: operations.][added: operations.]

[removed: Currency] [added: Currency] exchange rate fluctuations and other related risks may adversely affect Linde's [removed: results.][added: results.]

[removed: Macroeconomic] [added: 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 [removed: flows.][added: flows.]

[removed: An] [added: An] impairment of goodwill or intangible assets could negatively impact the company's financial [removed: results.][added: results.]

As of December 31, [removed: 2018,] [added: 2019,] 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.

[removed: Catastrophic] [added: 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 [removed: operations.][added: operations.]

[removed: The] [added: The] inability to attract and retain qualified personnel may adversely impact Linde’s [removed: business.][added: business.]

[removed: If] [added: If] Linde fails to keep pace with technological advances in the industry or if new technology initiatives do not become commercially accepted, customers may not continue to buy Linde’s products and results of operations could be adversely [removed: affected.][added: affected.]

Linde’s research and development is directed toward developing new and improved methods for the production and distribution of industrial [removed: gases as well as for] [added: gases,] the design and construction of plants and toward developing new markets and applications for the use of industrial [added: and process] gases.

This results in the introduction of new [removed: industrial gas] applications and the development of new advanced air separation process technologies.

[removed: Risks] [added: Risks] related to pension benefit plans may adversely impact Linde’s results of operations and cash [removed: flows.][added: flows.]

[removed: Operational] [added: Operational] risks may adversely impact Linde’s business or results of [removed: operations.][added: operations.]

[removed: Linde] [added: Linde] may be subject to information technology system failures, network disruptions and breaches in data [removed: security.][added: security.]

[removed: The] [added: The] inability to effectively integrate acquisitions or collaborate with joint venture partners could adversely impact Linde’s financial position and results of [removed: operations.][added: operations.]

[removed: Linde] [added: Linde] is subject to a variety of international laws and government regulations and changes in, or failure to comply with, these laws or regulations could have an adverse impact on the company’s business, financial position and results of [removed: operations.][added: operations.]

[removed: The] [added: The] outcome of litigation or governmental investigations may adversely impact the company’s business or results of [removed: operations.][added: operations.]

[removed: Potential] [added: Potential] product defects or inadequate customer care may adversely impact Linde’s business or results of [removed: operations.][added: operations.]

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

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

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

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

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

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, [removed: 2018.][added: 2019.]

[removed: Interest] [added: Interest] Rate [removed: Risk][added: Risk]

At December 31, [removed: 2018,] [added: 2019,] Linde had debt totaling [removed: $15,296] [added: $13,956] million [removed: ($9,000] [added: ($15,296] million at December 31, [removed: 2017).][added: 2018).]

At December 31, 2018, [removed: 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, [removed: 2017,] [added: 2019, including the impact of derivatives,] Linde had fixed-rate debt of [removed: $8,253] [added: $10,799] million and floating-rate debt of [removed: $747] [added: $3,157] million, representing [removed: 92%] [added: 77%] and [removed: 8%,] [added: 23%,] respectively, of total debt.

[removed: Fixed] [added: *Fixed] Rate [removed: Debt][added: Debt*]

At December 31, [removed: 2018,] [added: 2019,] 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 [removed: one-percentage-point] [added: one hundred basis point] increase in interest rates would decrease the unrealized fair market value of the fixed-rate debt portfolio by approximately [removed: $594] [added: $473] million [removed: ($450] [added: ($594] million in [removed: 2017).][added: 2018).]

A [removed: 100] [added: one hundred] basis point increase in interest rates would result in an approximate [removed: $92] [added: $73] million increase to derivative assets recorded.

[removed: Variable] [added: *Variable] Rate [removed: Debt][added: Debt*]

At December 31, [removed: 2018,] [added: 2019,] the after-tax earnings and cash flows impact of a [removed: one-percentage] [added: one hundred basis] point increase in interest rates, including [removed: the] offsetting impact of derivatives, on the variable-rate debt portfolio would be approximately [removed: $24 million.][added: $48 million ($24 million in 2018).]

[removed: Foreign] [added: Foreign] Currency [removed: Risk][added: Risk]

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

At December 31, [removed: 2018,] [added: 2019,] Linde had a notional amount outstanding of [removed: $9,412] [added: $9,713] million [removed: ($2,693] [added: ($9,412] million at December 31, [removed: 2017)] [added: 2018)] related to foreign exchange contracts.

Holding all other variables constant, if there were a 10% [removed: adverse change] [added: increase] in foreign-currency exchange rates for the portfolio, the fair market value of foreign-currency contracts outstanding at December 31, [removed: 2018] [added: 2019 would increase by approximately $194 million] and [removed: 2017] [added: at December 31, 2018] would decrease by approximately $307 [removed: million and $174] million, [removed: respectively,] which would be largely offset by an offsetting [added: loss or] gain on the foreign-currency fluctuation of the underlying exposure being hedged.

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

[removed: General][added: General]

The company is expected to [removed: enjoy] [added: have] strong positions in key geographies and end markets [removed: and] [added: that] will create a more diverse and balanced global portfolio.

Linde is the largest industrial gas company [removed: worldwide.][added: worldwide and is a major technological innovator in the industrial gases industry.]

The company also [removed: designs, engineers,] [added: designs] and builds equipment that produces industrial gases primarily for internal use and offers [removed: 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.

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

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), [added: select assets of Linde AG's South Korea industrial gases business (completed April 30, 2019), select assets of Praxair's Indian industrial gases business (completed July 12, 2019), select assets of Linde AG's Indian industrial gases business (completed December 16, 2019)] as well as certain divestitures of other Praxair and Linde AG businesses in Asia that are expected to be sold in [removed: 2019.][added: 2020.]

The U.S. Federal Trade Commission's [removed: (the “FTC”)] [added: (“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 [removed: Notes] [added: Note] 4 [removed: and 23] to the consolidated financial statements for additional information relating to divestitures.

[removed: Also, during 2018] [added: 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’s sales were [removed: $14,900] [added: $28,228] million, [removed: $11,437] [added: $14,836] million, and [removed: $10,534] [added: $11,358] million for [added: 2019,] 2018, [removed: 2017,] and [removed: 2016,] [added: 2017,] respectively.

[removed: Industrial] [added: Industrial] Gases Products and Manufacturing [removed: Processes][added: Processes]

[removed: 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.

[added: These technologies include] proprietary vacuum pressure swing adsorption (“VPSA”) and membrane separation to produce gaseous oxygen and nitrogen, respectively.

[removed: Industrial] [added: Industrial] Gases [removed: Distribution][added: Distribution]

[added: *On-site.*] Customers that require the largest volumes of product (typically oxygen, nitrogen and hydrogen) and that have a relatively constant demand pattern are supplied by cryogenic and process gas on-site plants.

Customers using these systems usually enter into requirement contracts with terms typically ranging from [removed: 10-20] [added: ten to twenty] years.

[added: *Merchant.*] The merchant business is generally associated with distributable liquid oxygen, nitrogen, argon, carbon dioxide, hydrogen and helium.

The customer agreements used in the merchant business are usually [removed: three-to] [added: three to] seven-year requirement contracts.

[added: *Packaged Gases.*] Customers requiring small volumes are supplied products in metal containers called cylinders, under medium to high pressure.

A substantial amount of the cylinder gases sold in the United States [removed: is] [added: are] distributed by independent distributors that buy merchant gases in liquid form and repackage the products in their facilities.

[removed: Engineering][added: Engineering]

Linde’s Engineering [removed: Division] [added: business] has a global presence, with its focus on market segments such as olefin, natural gas, air separation, hydrogen and synthesis gas plants.

The Engineering [removed: Division] [added: business] either supplies plant components and services directly to the customer or to the industrial gas business of [removed: Linde,] [added: Linde] which operates the plants on behalf of the customer under a long-term gases supply contract.

[removed: Inventories] [added: Inventories] – Linde carries inventories of merchant and cylinder gases, hardgoods and coatings materials to supply products to its customers on a reasonable delivery schedule.

[removed: Customers] [added: Customers] – Linde is not dependent upon a single customer or a few customers.

[removed: International] [added: International] – Linde is a global enterprise with approximately [removed: 60%] [added: 70%] of its [removed: 2018] [added: 2019] sales outside of the United States.

The company also has majority or wholly owned subsidiaries that operate in approximately 45 European, Middle Eastern and African countries (including Germany, France, Sweden, the Republic of South Africa, and the United [removed: Kingdom );] [added: Kingdom);] approximately 20 Asian and South Pacific countries (including China, Taiwan, India and Australia); and approximately 20 [removed: Americas] countries [added: in North and South America] (including Canada, Mexico and Brazil).

The company also has equity method investments operating in Europe, Asia, Africa, the Middle East, and North [removed: America (with the largest located in Germany, China, India, Malaysia, and the United States).][added: America.]

[removed: Seasonality –] [added: Seasonality –] Linde’s business is generally not subject to seasonal fluctuations to any significant extent.

[removed: Research] [added: Research] and [removed: Development] [added: Development] – Linde’s research and development is directed toward [removed: developing new and improved methods for the production] [added: development of gas processing, separation] and [added: liquefaction technologies, improving] distribution of industrial gases and the development of new markets and applications for these gases.

This results in the development of new advanced air [removed: separation] [added: separation, hydrogen, synthesis gas, natural gas, adsorption] and [removed: hydrogen] [added: chemical] process technologies [removed: and] [added: as well as] the frequent introduction of new industrial gas applications.

Research and development [removed: for industrial gases] is [removed: principally] [added: primarily] conducted at Pullach, [removed: Germany;] [added: Germany,] Tonawanda, New [removed: York and] [added: York,] Burr Ridge, [removed: Illinois.][added: Illinois and Shanghai, China.]

[removed: Patents] [added: Patents] and [removed: Trademarks] [added: Trademarks] – Linde owns or licenses a large number of patents that relate to a wide variety of products and processes.

[removed: Raw] [added: Raw] Materials and Energy [removed: Costs] [added: Costs] – Energy is the single largest cost item in the production and distribution of industrial gases.

[removed: Competition] [added: Competition] – Linde participates in highly competitive markets in the industrial gases, engineering and healthcare businesses, which are characterized by a mixture of local, regional and global players, all of which exert competitive pressure on the parties.

Competitors in the industrial and medical gases industry include global and regional companies such as L’Air Liquide S.A., Air Products and Chemicals, Inc., Messer Group GmbH, Mitsubishi Chemical Holdings Corporation (through Taiyo [added: Nippon Sanso Corporation) as well as an extensive number of small to medium size independent industrial gas companies which compete locally as producers or distributors.]

[removed: Employees] [added: Employees] and Labor [removed: Relations] [added: Relations] – As of December 31, [removed: 2018,] [added: 2019,] Linde had [removed: 80,820] [added: 79,886] employees worldwide.

Linde considers relations with its employees to be [removed: good.][added: satisfactory.]

[removed: Environment] [added: Environment] – Information required by this item is incorporated herein by reference to the section captioned “Management’s Discussion and Analysis – Environmental Matters” in Item 7 of this 10-K.

[removed: Available] [added: Available] Information [removed: –] [added: –] The company makes its periodic and current reports available, free of charge, on or through its website, www.linde.com, as soon as practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission ("SEC").

Effective with the lifting of the hold separate order on March 1, 2019, new operating segments were established.

Linde’s industrial gases operations are managed on a geographic basis, which represents three of the company's new reportable segments - Americas, EMEA (Europe/Middle East/Africa), and APAC (Asia/South Pacific); a fourth reportable segment which represents the company's Engineering business, designs and manufactures equipment for air separation and other industrial gas applications specifically for end customers and is managed on a worldwide basis operating in all geographic segments.

Other consists of corporate costs and a few smaller businesses, which individually do not meet the quantitative thresholds for separate presentation.

As a pioneer

Dr. Andreas Opfermann, 48, became Executive Vice President of Americas and a member of the Management Committee of Linde in November 2019.

Prior to this, from 2016-2019, he was the regional business unit leader for Linde’s North European region.

Dr. Opfermann joined Linde in 2005 initially in Corporate Strategy.

He has subsequently served as Head of Innovation Management from 2008 to 2010, Head of Clean Energy and Innovation Management from 2010 to 2014, and Head of Technology and Innovation from 2015 to 2016, responsible for all Linde research and development.

Before joining Linde, he held positions at McKinsey & Company.

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

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

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

These technologies include

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.

On-site.

Merchant.

Packaged Gases.

Surface Technologies

Surface Technologies is a leading worldwide supplier of coating services and thermal spray consumables to customers in the aircraft, energy, printing, primary metals, petrochemical, textile, and other industries.

Its coatings are used to provide wear resistance, corrosion protection, thermal insulation, and many other surface-enhancing functions which serve to extend component life, enable optimal performance, and reduce operating costs.

It also manufactures a complete line of electric arc, plasma and wire spray, and high-velocity oxy-fuel ("HVOF") equipment.

Linde conducts research and development for its surface technologies to improve the quality and durability of coatings and the use of specialty powders for new applications and industries.

Surface Technologies research is conducted at Indianapolis, Indiana.

Nippon Sanso Corporation) as well as an extensive number of small to medium size independent industrial gas companies which compete locally as producers or distributors.

Prior to this, he was appointed a Member of the Executive Board of Linde AG in January 2015, responsible for the Gases Division of Europe, Middle East and Africa.

He also led the global functions Centre of Excellence and Procurement.

Mr. Eulitz joined Linde AG in 2004 as head of the Sales Region East in Germany.

In 2008 he was appointed CEO of PanGas AG in Switzerland and 2011 he moved to Singapore to head the Business Unit South & East Asia covering eleven countries from India to South Korea.

Prior to joining Linde AG, Mr. Eulitz worked for Air Liquide and A.T. Kearney in various roles.

She is a certified public accountant.

He was appointed Managing

He is also the Head of EMEA.

White, age 46, became an executive officer and a member of the Management Committee of Linde in connection with the business combination in October 2018.

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: WASHINGTON,] [added: WASHINGTON,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

| [removed: þ] [added: ☑] | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2018][added: 2019]

| [removed: ¨] [added: ☐] | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the transition period from [removed: to][added: to]

[removed: Commission] [added: Commission] file [removed: number 001-38730][added: number 001-38730]

[removed: LINDE PLC][added: LINDE PLC]

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

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

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

| [removed: (Address of principal executive offices)] [added: (Registrant's telephone number, including area code)] | | [removed: Registrant’s Telephone Number, Including Area Code] | [added: | | |]

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| [removed: Title] [added: Title] of each [removed: class:] [added: class:] | [added: Trading Symbol(s)] | [removed: Name] [added: Name] of each exchange on which [removed: registered:] [added: registered:] |

| [removed: Ordinary] [added: Ordinary] shares (€0.001 nominal value per [removed: share)] [added: share)] | [added: LIN] | [removed: New] [added: New] York Stock [removed: Exchange] [added: Exchange] |

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the Act: [removed: None][added: None]

Yes [removed: þ] [added: ☑] No [removed: ¨][added: ☐]

Yes [removed: ¨] [added: ☐] No [removed: þ][added: ☑]

Yes [removed: þ] [added: ☑] No [removed: ¨][added: ☐]

Yes [removed: þ] [added: ☑] No [removed: ¨][added: ☐]

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

Yes [removed: ¨] [added: ☐] No [removed: þ][added: ☑]

The aggregate market value of the voting and non-voting common stock held by non-affiliates as of June 30, [removed: 2018,] [added: 2019,] was approximately [removed: $45] [added: $108] billion (based on the closing sale price of the stock [removed: of the registrant's predecessor Praxair, Inc.] on that date as reported on the New York Stock Exchange).

At [removed: February 28, 2019, 544,910,125] [added: January 31, 2020, 532,959,736] ordinary shares of €0.001 nominal value per share of the Registrant were outstanding.

[removed: Documents] [added: Documents] incorporated by [removed: reference:][added: reference:]

Portions of the Proxy Statement of Linde plc for its [removed: 2019] [added: 2020] Annual General Meeting of Shareholders, are incorporated in Part III of this report.

[removed: LINDE PLC][added: LINDE PLC]

[removed: ANNUAL] [added: ANNUAL] REPORT ON FORM [removed: 10-K][added: 10-K]

[removed: For] [added: For] the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2018][added: 2019]

[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]

| | | [removed: Page] [added: Page] |

| [removed: Part I] [added: Part I] | | |

| Item 1: | [removed: [Business](#sA3DD0DC9719A5C00A2DD6AC131350E38)] [added: [Business](#s32D036F11E36506CBEDD7B48DB5372D7)] | [removed: [4](#sA3DD0DC9719A5C00A2DD6AC131350E38)] [added: [4](#s32D036F11E36506CBEDD7B48DB5372D7)] |

| Item 1A: | [Risk [removed: Factors](#sDDB5AA1B925256E8AF6EBFA8167E3BB7)] [added: Factors](#sA8C606B9E8665815A853BEBA6F50EEB2)] | [removed: [9](#sDDB5AA1B925256E8AF6EBFA8167E3BB7)] [added: [9](#sA8C606B9E8665815A853BEBA6F50EEB2)] |

| Item 1B: | [Unresolved Staff [removed: Comments](#s7B41133BF25A593A816F868C848D7285)] [added: Comments](#s4A5265ED573A5F889EC89C2AB42B307A)] | [removed: [16](#s7B41133BF25A593A816F868C848D7285)] [added: [16](#s4A5265ED573A5F889EC89C2AB42B307A)] |

| Item 2: | [removed: [Properties](#s7226E580DD2C5ECBA1BE9F78D47E0025)] [added: [Properties](#s56A37C1C21A75D89A0D5638F83FED6DB)] | [removed: [16](#s7226E580DD2C5ECBA1BE9F78D47E0025)] [added: [16](#s56A37C1C21A75D89A0D5638F83FED6DB)] |

| Item 3: | [Legal [removed: Proceedings](#s79D55F72066955F2986F74E84B5C24F3)] [added: Proceedings](#sA95E8F0AECED59C082C209A3FCCA54B9)] | [removed: [17](#s79D55F72066955F2986F74E84B5C24F3)] [added: [16](#sA95E8F0AECED59C082C209A3FCCA54B9)] |

| Item 4: | [Mine Safety [removed: Disclosures](#s741F7A444FFB5D6AB74F001BA73B021F)] [added: Disclosures](#s6ED619B5023C5F38BB7A704ED3B30211)] | [removed: [17](#s741F7A444FFB5D6AB74F001BA73B021F)] [added: [16](#s6ED619B5023C5F38BB7A704ED3B30211)] |

___________________________________

_______________________________________________

OR

| | | | | | |

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

| | | | | | |

| | The Priestley Centre | | | | |

| | 10 Priestley Road, | | | | |

| | Surrey Research Park, | | | | |

| | Guildford, | | Surrey | GU2 7XY | |

| | United Kingdom | | | | |

| | (Address of principal executive offices) (Zip Code) | | | | |

| | +44 | 14 | 83 242200 | | |

___________________________________

| Item 16: | [Form 10-K Summary](#s724DFEED247458DF92194727AF5AB8C6) | [142](#s03A10F33994053069D7C1BE098742A61) |

| [Signatures](#s8C95CF873D2C50AD8177BBAFC98E13FC) | | [143](#s8C95CF873D2C50AD8177BBAFC98E13FC) |

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

___________________________________

_______________________________________________

OR

| | | |

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

| | | |

| | | |

| The Priestley Centre, 10 Priestley Road, Surrey Research Park, Guildford, Surrey GU2 7XY United Kingdom | | +44 1483 242200 |

___________________________________

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

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

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

Linde also owns principal administrative office space in Danbury, Connecticut and [removed: Tonawanda, New York,] [added: Houston, Texas,] United States; [removed: Pullach and Dresden,] [added: Pullach,] Germany; and [removed: Schiedam, Netherlands.][added: Singapore.]

No significant portion of these assets was leased at December 31, [removed: 2018.][added: 2019.]

The [removed: North America] [added: Americas] segment operates production facilities [added: primarily] in the U.S., [removed: Canada] [added: Canada, Mexico] and [removed: Mexico,] [added: Brazil,] approximately [removed: 260] [added: 350] of which are [added: mainly] cryogenic air separation plants, hydrogen plants and carbon dioxide plants.

Also located throughout [removed: North America] [added: Europe] are noncryogenic air separation plants, packaged gas [removed: facilities, specialty gas plants, helium plants] [added: facilities] and other smaller plant facilities.

[removed: Until the divestiture, the Europe] [added: The EMEA] segment [removed: had] [added: has] production facilities primarily in Italy, Spain, Germany, the Benelux region, the United Kingdom, Scandinavia and Russia which include approximately [removed: 70] [added: 230] cryogenic air separation plants and carbon dioxide plants.

Also located throughout [removed: Europe were] [added: the Americas are] noncryogenic air separation plants, packaged gas facilities and other smaller plant facilities.

Many of [removed: these] [added: the South American] plants support [removed: a major] [added: one] pipeline complex in Southern Brazil.

The [removed: Asia] [added: APAC] segment has production facilities located primarily in China, Korea, India and Thailand, approximately [removed: 70] [added: 230] of which are cryogenic air separation plants and carbon dioxide plants.

The Linde Engineering [removed: Division] [added: business] designs and constructs turnkey process plants for third-party customers as well as for the Linde [removed: Gases Division] [added: gases businesses] 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; [removed: Tulsa,] Oklahoma, United States; and Dalian, China.

*Americas*

*EMEA*

*APAC*

*Engineering*

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.

North America

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).

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.

South America

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

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

Asia

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).

[removed: PART II][added: PART II]

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

At December 31, [removed: 2018] [added: 2019] there were [removed: 10,439] [added: 9,322] shareholders of record.

[removed: Purchases] [added: *Purchases] of Equity [removed: Securities] [added: 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, [removed: 2018] [added: 2019] is provided below:

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

| (1) | On [removed: December 10, 2018] [added: January 22, 2019] the company’s board of directors approved the repurchase of [removed: $1.0] [added: $6.0] billion of its ordinary shares [removed: ("2018] [added: ("2019] program") which could take place from time to time on the open market [removed: (which] [added: (and] could include the use of 10b5-1 trading plans), subject to market and business conditions. The [removed: 2018] [added: 2019] program has a maximum repurchase amount of [removed: 5%] [added: 15%] of outstanding shares and a stated expiration date of [removed: April 30, 2019.] [added: February 1, 2021.] |

[removed: Peer] [added: *Peer] Performance Table [removed: –] [added: –*] 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, [removed: 2018] [added: 2019] with those of the Standard & Poor’s 500 Index ("SPX") and the S5 Materials Index ("S5MATR") which covers [removed: 30] [added: 22] companies, including Linde.

The figures assume an initial investment of $100 on December 31, [removed: 2013] [added: 2014] and that all dividends have been reinvested.

[removed: ][added: ]

| | [removed: 2013] [added: 2014] | [removed: 2014] [added: 2015] | [removed: 2015] [added: 2016] | [removed: 2016] [added: 2017] | [removed: 2017] [added: 2018] | [removed: 2018] [added: 2019] |

| October 2019 | 716 | | | $ | 191.19 | | | 716 | | | $ | 4,322 | |

| November 2019 | 1,039 | | | $ | 205.74 | | | 1,039 | | | $ | 4,108 | |

| December 2019 | 1,896 | | | $ | 207.31 | | | 1,896 | | | $ | 3,715 | |

| Fourth Quarter 2019 | 3,651 | | | $ | 203.70 | | | 3,651 | | | $ | 3,715 | |

| (2) | As of December 31, 2019, the company repurchased $2.3 billion of its ordinary shares pursuant to the 2019 program, leaving an additional $3.7 billion authorized. |

| LIN | $100 | $79 | $90 | $119 | $120 | $164 |

| SPX | $100 | $99 | $109 | $130 | $122 | $157 |

| S5MATR | $100 | $90 | $102 | $124 | $104 | $126 |

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

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

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

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

| (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.

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

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

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

[removed: FIVE-YEAR] [added: FIVE-YEAR] FINANCIAL [removed: SUMMARY][added: SUMMARY]

[removed: (Dollar] [added: (Dollar] amounts in millions, except per share [removed: data)][added: data)]

| [removed: Year] [added: Year] Ended December [removed: 31,] [added: 31,] | [removed: 2018(a)] [added: 2019(a)] | | | | [removed: 2017(a)] [added: 2018(a)] | | | | [removed: 2016(a)] [added: 2017(a)] | | | | [removed: 2015(a)] [added: 2016(a)] | | | | [removed: 2014(a)] [added: 2015(a)] | | |

| [removed: From] [added: From] the Consolidated Statements of [removed: Income] [added: Income] | | | | | | | | | | | | | | | | | | | |

[removed: | Cost] [added: Cost] of sales, exclusive of depreciation and [removed: amortization | 9,084 | | | | 6,461 | | | | 5,855 | | | | 5,918 | | | | 6,933 | | |][added: amortization]

| Selling, general and administrative | [removed: 1,629] [added: 3,457] | | | | [removed: 1,207] [added: 1,629] | | | | [removed: 1,145] [added: 1,207] | | | | [removed: 1,152] [added: 1,145] | | | | [removed: 1,308] [added: 1,152] | | |

| Depreciation and amortization | [removed: 1,830] [added: 4,675] | | | | [removed: 1,184] [added: 1,830] | | | | [removed: 1,122] [added: 1,184] | | | | [removed: 1,106] [added: 1,122] | | | | [removed: 1,170] [added: 1,106] | | |

| Research and development | [removed: 113] [added: 184] | | | | [removed: 93] [added: 113] | | | | [removed: 92] [added: 93] | | | | [removed: 93] [added: 92] | | | | [removed: 96] [added: 93] | | |

| [removed: Transaction] [added: (f) To eliminate the transaction] costs and other charges [removed: | 309 | | | | 52 | | | | 96 |] [added: related to the Merger.] | | | [removed: 165] | | | | [removed: 131] | | |

| [added: Less:] Net gain on sale of business | [removed: 3,294 | | | |] — | | | | [removed: —] [added: (50] | | [added: )] | | — | | | | [removed: — | | |]

| Other income (expenses) – net | [removed: 18] [added: 68] | | | | [removed: 4] [added: 18] | | | | [removed: 23] [added: 4] | | | | [removed: 28] [added: 23] | | | | [removed: 9] [added: 28] | | |

| Operating profit | [removed: 5,247] [added: 2,933] | | | | [removed: 2,444] [added: 5,247] | | | | [removed: 2,247] [added: 2,444] | | | | [removed: 2,370] [added: 2,247] | | | | [removed: 2,644] [added: 2,370] | | |

| Interest expense – net | [removed: 202] [added: 38] | | | | [removed: 161] [added: 202] | | | | [removed: 190] [added: 161] | | | | [removed: 161] [added: 190] | | | | [removed: 213] [added: 161] | | |

| Net pension and OPEB cost (benefit), excluding service cost | [removed: (4] [added: (32] | | ) | | (4 | | ) | | [removed: 9] [added: (4] | | [added: )] | | [removed: 49] [added: 9] | | | | [removed: 36] [added: 49] | | |

| Income from continuing operations before income taxes and equity investments | [removed: 5,049] [added: 2,927] | | | | [removed: 2,287] [added: 5,049] | | | | [removed: 2,048] [added: 2,287] | | | | [removed: 2,160] [added: 2,048] | | | | [removed: 2,395] [added: 2,160] | | |

| Income taxes on continuing operations | [removed: 817] [added: 769] | | | | [removed: 1,026] [added: 817] | | | | [removed: 551] [added: 1,026] | | | | [removed: 612] [added: 551] | | | | [removed: 691] [added: 612] | | |

| Income from continuing operations before equity investments | [removed: 4,232] [added: 2,158] | | | | [removed: 1,261] [added: 4,232] | | | | [removed: 1,497] [added: 1,261] | | | | [removed: 1,548] [added: 1,497] | | | | [removed: 1,704] [added: 1,548] | | |

[removed: | Income] [added: Income] from equity [removed: investments | 56 | | | | 47 | | | | 41 | | | | 43 | | | | 42 | | |][added: investments]

| Income from continuing operations (including noncontrolling interests) | [removed: 4,288] [added: 2,272] | | | | [removed: 1,308] [added: 4,288] | | | | [removed: 1,538] [added: 1,308] | | | | [removed: 1,591] [added: 1,538] | | | | [removed: 1,746] [added: 1,591] | | |

| Noncontrolling interests from continuing operations | [removed: (15] [added: (89] | | ) | | [removed: (61] [added: (15] | | ) | | [removed: (38] [added: (61] | | ) | | [removed: (44] [added: (38] | | ) | | [removed: (52] [added: (44] | | ) |

| Income from continuing operations | $ | [removed: 4,273] [added: 2,183] | | | $ | [removed: 1,247] [added: 4,273] | | | $ | [removed: 1,500] [added: 1,247] | | | $ | [removed: 1,547] [added: 1,500] | | | $ | [removed: 1,694] [added: 1,547] | |

| [removed: Per] [added: Per] Share Data – Linde plc [removed: Shareholders] [added: Shareholders] | | | | | | | | | | | | | | | | | | | |

| Basic earnings per share from continuing operations | $ | [removed: 12.93] [added: 4.03] | | | $ | [removed: 4.36] [added: 12.93] | | | $ | [removed: 5.25] [added: 4.36] | | | $ | [removed: 5.39] [added: 5.25] | | | $ | [removed: 5.79] [added: 5.39] | |

| Diluted earnings per share from continuing operations | $ | [removed: 12.79] [added: 4.00] | | | $ | [removed: 4.32] [added: 12.79] | | | $ | [removed: 5.21] [added: 4.32] | | | $ | [removed: 5.35] [added: 5.21] | | | $ | [removed: 5.73] [added: 5.35] | |

| Cash dividends per share | $ | [removed: 3.30] [added: 3.50] | | | $ | [removed: 3.15] [added: 3.30] | | | $ | [removed: 3.00] [added: 3.15] | | | $ | [removed: 2.86] [added: 3.00] | | | $ | [removed: 2.60] [added: 2.86] | |

| [removed: Weighted] [added: Weighted] Average Shares Outstanding (000’s) [removed: (b)] [added: (b)] | | | | | | | | | | | | | | | | | | | |

| Basic shares outstanding | [removed: 330,401] [added: 541,094] | | | | [removed: 286,261] [added: 330,401] | | | | [removed: 285,677] [added: 286,261] | | | | [removed: 287,005] [added: 285,677] | | | | [removed: 292,494] [added: 287,005] | | |

| Diluted shares outstanding | [removed: 334,127] [added: 545,170] | | | | [removed: 289,114] [added: 334,127] | | | | [removed: 287,757] [added: 289,114] | | | | [removed: 289,055] [added: 287,757] | | | | [removed: 295,608] [added: 289,055] | | |

| [removed: Other] [added: Other] Information and [removed: Ratios] [added: Ratios] | | | | | | | | | | | | | | | | | | | |

| Total assets | $ | [removed: 93,386] [added: 86,612] | | | $ | [removed: 20,436] [added: 93,386] | | | $ | [removed: 19,332] [added: 20,436] | | | $ | [removed: 18,319] [added: 19,332] | | | $ | [removed: 19,769] [added: 18,319] | |

| Total debt | $ | [removed: 15,296] [added: 13,956] | | | $ | [removed: 9,000] [added: 15,296] | | | $ | [removed: 9,515] [added: 9,000] | | | $ | [removed: 9,231] [added: 9,515] | | | $ | [removed: 9,225] [added: 9,231] | |

| Cash flow from operations | $ | [removed: 3,654] [added: 6,119] | | | $ | [removed: 3,041] [added: 3,654] | | | $ | [removed: 2,789] [added: 3,041] | | | $ | [removed: 2,695] [added: 2,789] | | | $ | [removed: 2,923] [added: 2,695] | |

| Net cash provided by (used for) investing activities | $ | [removed: 5,363] [added: 1,189] | | | $ | [removed: (1,314] [added: 5,363] | [removed: )] | | $ | [removed: (1,770] [added: (1,314] | ) | | $ | [removed: (1,303] [added: (1,770] | ) | | $ | [removed: (1,803] [added: (1,303] | ) |

| Net cash used for financing activities | $ | [removed: (4,998] [added: (8,997] | ) | | $ | [removed: (1,656] [added: (4,998] | ) | | $ | [removed: (659] [added: (1,656] | ) | | $ | [removed: (1,310] [added: (659] | ) | | $ | [removed: (1,063] [added: (1,310] | ) |

| Capital expenditures | $ | [removed: 1,883] [added: 3,682] | | | $ | [removed: 1,311] [added: 1,883] | | | $ | [removed: 1,465] [added: 1,311] | | | $ | [removed: 1,541] [added: 1,465] | | | $ | [removed: 1,689] [added: 1,541] | |

| Shares outstanding (000’s) | [removed: 547,242] [added: 534,381] | | | | [removed: 286,777] [added: 547,242] | | | | [removed: 284,901] [added: 286,777] | | | | [removed: 284,879] [added: 284,901] | | | | [removed: 289,262] [added: 284,879] | | |

| Number of employees | [removed: 80,820] [added: 79,886] | | | | [removed: 26,461] [added: 80,820] | | | | [removed: 26,498] [added: 26,461] | | | | [removed: 26,657] [added: 26,498] | | | | [removed: 27,780] [added: 26,657] | | |

[removed: | (a) |] Amounts for 2018 include: (i) charges of $309 million [removed: ($306 million after-tax, or $0.92 per diluted share)] for transaction costs and other charges primarily related to the merger, (ii) pension settlement charges of $14 million [removed: ($11 million after-tax, or $0.03 per diluted share)] related to lump sum benefit payments made from pension plans, (iii) income tax benefit, net of $17 million [removed: |][added: due to U.S. Tax Cuts and Jobs Act and other tax charges, (iv) a net gain on sale of businesses of $3,294 million, (v) bond redemption costs of $26 million, and (vi) the purchase accounting impacts of the merger of $714 million.]

Amounts for 2017 include: (i) charges of $52 million [removed: ($48 million after-tax, or $0.17 per diluted share)] for transaction costs related to the merger, (ii) a pension settlement charge of $2 million [removed: ($1 million after-tax)] related to lump sum benefit payments made from an international pension plan, and (iii) income tax charges, net of $394 million [removed: ($1.36 per diluted share)] due to U.S. Tax Cuts and Jobs Act.

Amounts for 2016 include: (i) a $16 million charge to interest expense [removed: ($10 million after–tax, or $0.04 per diluted share)] related to the redemption of the $325 million 5.20% notes due 2017, (ii) a pre–tax pension settlement charge of $4 million [removed: ($3 million after–tax, or $0.01 per diluted share)] related to lump sum benefit payments made from the U.S. supplemental pension plan, and (iii) pre–tax charges of $96 million [removed: ($63 million after–tax and non–controlling interests, or $0.22 per diluted share)] primarily related to cost reduction actions.

The year ended December 31, 2019 reflects the results of both Praxair and Linde AG for the entire year.

| Sales | $ | 28,228 | | | $ | 14,836 | | | $ | 11,358 | | | $ | 10,469 | | | $ | 10,710 | |

| Cost reduction programs and other charges | 567 | | | | 309 | | | | 52 | | | | 96 | | | | 165 | | |

| Income from equity investments | 114 | | | | 56 | | | | 47 | | | | 41 | | | | 43 | | |

| (a) | Amounts for 2019 include: (i) charges of $567 million for cost reduction programs and other charges primarily related to the merger and synergies, (ii) pension settlement charges of $97 million related to lump sum benefit payments made from pension plans, (iii) a net gain on sale of businesses of $164 million and (iv) the purchase accounting impacts of the merger of $1,952 million. |

| Supplemental Pro Forma Income Statement Information | [52](#sc5dde42c8103487e8f27f0e1e24b6a2f) |

Linde plc ("Linde") is a public limited company formed under the laws of Ireland in 2017 in accordance with the requirements of the business combination agreement between Praxair, Inc. ("Praxair") and Linde Aktiengesellschaft ("Linde AG").

The business combination of Praxair and Linde AG has been accounted for using the acquisition method of accounting under the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 805, “Business Combinations,” with Praxair representing the accounting acquirer under this guidance.

(Europe/Middle East/Africa); APAC (Asia/South Pacific) and Engineering.

This new management organization structure was implemented during the first quarter 2019 and, accordingly, segment information has been retrospectively recast for all prior periods.

ITEMS AFFECTING COMPARABILITY

Because Praxair and Linde AG combined their respective businesses effective with the merger date of October 31, 2018, the year ended December 31, 2019 reflects the results and cash flows of the combined business, while the year ended December 31, 2018 includes twelve months of Praxair and two months of Linde AG.

Due to the size of Linde AG’s businesses prior to the merger, the reported results for 2019 and 2018 periods are not comparable.

The balance sheets at December 31, 2019 and December 31, 2018 are comparable because both periods reflect the merger.

*Pro Forma Income Statement Information*

Therefore, to assist with a discussion of the 2019 and 2018 results on a comparable basis, certain supplemental unaudited pro forma income statement information is provided on both a consolidated and segment basis (referred to as "pro forma income statement information" or "pro forma information").

The pro forma information has been prepared on a basis consistent with Article 11 of Regulation S-X, assuming the merger and merger-related divestitures had been consummated on January 1, 2018.

In preparing this pro forma information, the historical financial information has been adjusted to give effect to pro forma Adjustments that are (i) directly attributable to the business combination and other transactions presented herein, such as the merger-related divestitures, (ii) factually supportable, and (iii) expected to have a continuing impact on the combined entity’s consolidated results.

The pro forma information is based on management's assumptions and is presented for illustrative purposes and does not purport to represent what the results of operations would actually have been if the business combination and merger-related divestitures had occurred as of the dates indicated or what the results would be for any future periods.

Pro forma information was not developed for the year ended December 31, 2017.

Also, the pro forma information does not include the impact of any revenue, cost or other operating synergies that may result from the business combination or any related restructuring costs.

Linde’s industrial gas operations are managed on a geographical basis and in 2019 83% of sales were generated by Linde's three geographic segments (Americas, EMEA and APAC) and the remaining 17% is related primarily to the Engineering segment, and to a lesser extent Other (see Note 20 to the consolidated financial statements for operating segment details).

| Brazil | | United Kingdom | | Australia |

| • | Sales of $28,228 million were 90% above 2018 sales of $14,836 million, primarily driven by the merger that contributed 89% to sales, net of divestitures. Underlying sales increased 1% driven by 3% higher pricing across all geographic segments and 1% volume growth, partially offset by unfavorable currency translation and lower cost pass-through. |

| • | Reported operating profit of $2,933 million was 44% below 2018 primarily driven by the net gain on sale of businesses in 2018 partially offset by the impact of the merger, including purchase accounting impacts, in the current year. On an adjusted pro forma basis, operating profit increased $476 million, or 10%, for 2019 versus 2018, as the impacts of higher pricing and volumes were partially offset by unfavorable currency impacts and cost inflation.* |

2020 Outlook

The reported amounts are GAAP amounts from the Consolidated Statements of Income.

The pro forma and adjusted pro forma amounts are intended to supplement investors' understanding of the company's financial information and are not a substitute for GAAP measures.

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

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

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

| | Reported Amounts (GAAP) | | | | | | | | | | | | | | | | | | Pro Forma Amounts (a) | | | | | | | | | |

| Sales | $ | 28,228 | | | $ | 14,836 | | | $ | 11,358 | | | 90 | % | | 31 | % | | $ | 28,163 | | | $ | 28,084 | | | — | % |

| As a percent of sales | 59.0 | | % | | 60.8 | | % | | 56.2 | | % | | | | | | | | 58.9 | | % | | 60.3 | | % | | | |

| As a percent of sales | 12.2 | | % | | 11.0 | | % | | 10.6 | | % | | | | | | | | 12.3 | | % | | 12.9 | | % | | | |

| Cost reduction programs and other charges (b) | $ | 567 | | | $ | 309 | | | $ | 52 | | | | | | | | | $ | 377 | | | $ | 56 | | | | |

| Operating margin | 10.4 | | % | | 35.4 | | % | | 21.5 | | % | | | | | | | | 10.5 | | % | | 9.1 | | % | | | |

| Net pension and OPEB cost (benefit), excluding service cost | $ | (32 | ) | | $ | (4 | ) | | $ | (4 | ) | | 700 | % | | — | % | | $ | (129 | ) | | $ | (165 | ) | | (22 | )% |

| Income from equity investments | $ | 114 | | | $ | 56 | | | $ | 47 | | | 104 | % | | 19 | % | | $ | 114 | | | $ | 52 | | | 119 | % |

| Income from continuing operations | | | | | | | | | | | | | | | | | | | $ | 4,003 | | | $ | 3,433 | | | 17 | % |

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

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

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

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

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

| 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 | |

________________________

| | |

| --- | --- |

($0.05 per diluted share) due to U.S. Tax Cuts and Jobs Act and other tax charges, (iv) a net gain on sale of businesses of $3,294 million ($2,923 million after-tax, or $8.75 per diluted share), (v) bond redemption costs of $26 million ($20 million after-tax, or $0.06 per diluted share), and (vi) the purchase accounting impacts of the merger of $714 million ($451 million after-tax and non-controlling interests, or $1.35 per diluted share).

Amounts for 2014 include: (i) a pre-tax charge of $131 million ($131 million after-tax, or $0.45 per diluted share) related to the Venezuela currency devaluation, (ii) a pre-tax charge of $7 million ($5 million after-tax, or $0.02 per diluted share) related to pension settlements; and (iii) a pre-tax charge of $36 million ($22 million after-tax, or $0.07 per diluted share) related to a bond redemption.

| | |

| --- | --- |

| (c) | Non-GAAP measures. See the “Non-GAAP Financial Measures” section in Item 7 for definitions and reconciliation to reported amounts. Net debt, as presented in the table above, is calculated as total debt less cash and cash equivalents. |

| | |

| --- | --- |

Prior to the business combination, the company did not conduct any business activities other than those required for its formation and matters contemplated by the business combination agreement.

Praxair was determined to be the accounting acquirer for the merger.

This new management structure will be used for 2019 reporting and comparative prior period information will be presented on a consistent basis.

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

Linde’s industrial gas operations are managed on a geographical basis and in 2018, 76% of sales were generated by Praxair's four geographic segments (North America, Europe, South America, and Asia), and since the merger date, the Linde AG segment generated 19% of consolidated sales.

The surface technologies segment generated the remaining 5% of sales.

| | | | | |

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

| | | | | |

| Brazil | | Republic of South Africa* | | Australia/New Zealand* |

| | | | | Taiwan |

*Added with the Linde AG merger

| • | Sales of $14,900 million were 30% above 2017 sales of $11,437 million, primarily driven by the merger with Linde AG that contributed 24% to sales, net of divestitures. Underlying sales increased 6% driven by volume growth primarily in North America and Asia, including new project start-ups, and higher price. |

| • | Reported operating profit of $5,247 million was 115% above 2017. Adjusted operating profit of $2,976 million was 19% above adjusted operating profit in 2017. Adjusted operating profit growth was driven by higher volumes and price across the geographic segments and the impact of the merger.* |

| • | Cash on hand at December 31, 2018 was $4,466 million versus $617 million at December 31, 2017. This increase is primarily a result of the stock only merger with Linde AG and proceeds from the sale of Praxair's European industrial gases business. The cash is available for Corporate uses, including among others the planned squeeze-out of the 8% Linde AG noncontrolling interests and stock buybacks. |

2019 Outlook

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

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

| Sales | $ | 14,900 | | | $ | 11,437 | | | $ | 10,534 | | | 30 | % | | 9 | % |

| Gross margin (a) | $ | 5,816 | | | $ | 4,976 | | | $ | 4,679 | | | 17 | % | | 6 | % |

| As a percent of sales | 39.0 | | % | | 43.5 | | % | | 44.4 | | % | | | | | | |

| As a percent of sales | 10.9 | | % | | 10.6 | | % | | 10.9 | | % | | | | | | |

| Transaction costs and other charges (b) | $ | 309 | | | $ | 52 | | | $ | 96 | | | | | | | |

[removed: INDEX] [added: INDEX] TO CONSOLIDATED FINANCIAL [removed: STATEMENTS][added: STATEMENTS]

| | [removed: Page] [added: Page] |

[removed: | [Management’s Statement of Responsibility for Financial Statements](#sCBD2CC837FCE58D6BA39472A37F8CE3C) | [61](#sCBD2CC837FCE58D6BA39472A37F8CE3C) |][added: MANAGEMENT’S STATEMENT OF RESPONSIBILITY FOR FINANCIAL STATEMENTS]

[removed: | [Management’s Report on Internal Control Over Financial Reporting](#sF7A41166723450DBABB562CEECB90DC5) | [61](#sF7A41166723450DBABB562CEECB90DC5) |][added: *MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING*]

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

| [Consolidated Statements of Income for the Years Ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016](#sA489A2F8E4B95819955B8F1171753F91)] [added: 2017](#s997BDBE332DC5CF98D064733D5179ED6)] | [removed: [64](#sA489A2F8E4B95819955B8F1171753F91)] [added: [68](#s997BDBE332DC5CF98D064733D5179ED6)] |

| [Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016](#sE80077B67BA2524D95AD8A7DC8758367)] [added: 2017](#sAAD243A1C99B5DA9B712C968AD06F8A4)] | [removed: [65](#sE80077B67BA2524D95AD8A7DC8758367)] [added: [69](#sAAD243A1C99B5DA9B712C968AD06F8A4)] |

| [Consolidated Balance Sheets as of December 31, [removed: 2018] [added: 2019] and [removed: 2017](#s8E65EC03DC5F553096E2F8F88E068ADB)] [added: 2018](#s6E70487DE45157C8B29518C8BCA7E84B)] | [removed: [66](#s8E65EC03DC5F553096E2F8F88E068ADB)] [added: [70](#s6E70487DE45157C8B29518C8BCA7E84B)] |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016](#s7BA86EE6068C57B39382A99BFB0A1D28)] [added: 2017](#s37575BA8C3BA50FC8198DB0F196E1945)] | [removed: [67](#s7BA86EE6068C57B39382A99BFB0A1D28)] [added: [71](#s37575BA8C3BA50FC8198DB0F196E1945)] |

| [Consolidated Statements of Equity for the Years Ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016](#s053053C8A6E75151B0B8F1083BDD84CA)] [added: 2017](#s8780EE17E47B51AE8B573E5B7D9077FF)] | [removed: [69](#s053053C8A6E75151B0B8F1083BDD84CA)] [added: [73](#s8780EE17E47B51AE8B573E5B7D9077FF)] |

| [Note 1. Formation of Linde plc and Business Combination of Praxair, Inc. and Linde [removed: AG](#s3025282ce7804defaeb991a996671718)] [added: AG](#s9938D9A7AEF951CE9C567FCFDAAEFDD1)] | [removed: [71](#s3025282ce7804defaeb991a996671718)] [added: [75](#s9938D9A7AEF951CE9C567FCFDAAEFDD1)] |

| [Note 2. Summary of Significant Accounting [removed: Policies](#s87ECA6F18EC15CFEBF10616D76EB3D86)] [added: Policies](#sE512134ECAA4502C9B39046DFEAFB27D)] | [removed: [71](#s87ECA6F18EC15CFEBF10616D76EB3D86)] [added: [75](#sE512134ECAA4502C9B39046DFEAFB27D)] |

| [Note 3. Business [removed: Combination](#s1E5537A9522F598DA4F2EB165FF947B5)] [added: Combination](#s5F5696C7E13A53DDAF65EC54E31CB2E0)] | [removed: [77](#s1E5537A9522F598DA4F2EB165FF947B5)] [added: [80](#s5F5696C7E13A53DDAF65EC54E31CB2E0)] |

| [Note 4. Merger-Related Divestitures, Discontinued Operations and Net Assets Held for [removed: Sale](#sEA601F21DA295E958139898AF4E4E77E)] [added: Sale](#sB454055891E2562D945AD422DB202BB4)] | [removed: [82](#sEA601F21DA295E958139898AF4E4E77E)] [added: [85](#sB454055891E2562D945AD422DB202BB4)] |

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

| [Note 6. [removed: Leases](#s5581DD27087157FAAA07B7EEA8DA1A97)] [added: Leases](#s4DB21A3D0E77505F8FFCF64029383FFD)] | [removed: [86](#s5581DD27087157FAAA07B7EEA8DA1A97)] [added: [90](#s4DB21A3D0E77505F8FFCF64029383FFD)] |

| [Note 7. Income [removed: Taxes](#s0E9926675CBA5C59A1B9E1CA756CE1C4)] [added: Taxes](#s651DC70B12775C04BE8EAA463476B94A)] | [removed: [86](#s0E9926675CBA5C59A1B9E1CA756CE1C4)] [added: [91](#s651DC70B12775C04BE8EAA463476B94A)] |

| [Note 8. Earnings Per Share – Linde plc [removed: Shareholders](#s9D492E3C7CAF5939B21108BEAEF9B782)] [added: Shareholders](#s5C28FE869BA65D22A7169A11AD07AED4)] | [removed: [92](#s9D492E3C7CAF5939B21108BEAEF9B782)] [added: [97](#s5C28FE869BA65D22A7169A11AD07AED4)] |

| [Note 9. Supplemental [removed: Information](#s15729E5DE4C75D3BB78CF4943BC7EA69)] [added: Information](#s311A1C4239595F8E95FCF07A8DA9D7E4)] | [removed: [92](#s15729E5DE4C75D3BB78CF4943BC7EA69)] [added: [97](#s311A1C4239595F8E95FCF07A8DA9D7E4)] |

| [Note 10. Property, Plant and Equipment – [removed: Net](#s061186F1137A53FDAC7480F5B3C467CA)] [added: Net](#sB1FB549C716D5B7989F8FF926CE40906)] | [removed: [96](#s061186F1137A53FDAC7480F5B3C467CA)] [added: [100](#sB1FB549C716D5B7989F8FF926CE40906)] |

| [Note 11. [removed: Goodwill](#s5EBFB37B4B4F580DBF6E28764F70F03B)] [added: Goodwill](#sAB101B15DF145156ADFC7F38351B782C)] | [removed: [96](#s5EBFB37B4B4F580DBF6E28764F70F03B)] [added: [103](#sAB101B15DF145156ADFC7F38351B782C)] |

| [Note 12. Other Intangible [removed: Assets](#s88566D292E905982BD10A64E1854827C)] [added: Assets](#s4E2725E5AE9659AD8EA2F5B33015F7CF)] | [removed: [98](#s88566D292E905982BD10A64E1854827C)] [added: [102](#s4E2725E5AE9659AD8EA2F5B33015F7CF)] |

| [Note 13. [removed: Debt](#s6B4E1433FF2E5072ABCEF842912FEF5D)] [added: Debt](#s73B4A204AC295C908B52AAD2E8AE1A10)] | [removed: [100](#s6B4E1433FF2E5072ABCEF842912FEF5D)] [added: [104](#s73B4A204AC295C908B52AAD2E8AE1A10)] |

| [Note 14. Financial [removed: Instruments](#s79911BF9439954E9BB8B46C2EC0A9F2A)] [added: Instruments](#sD4856B8540D559E9ACACDF2CCE8A615D)] | [removed: [103](#s79911BF9439954E9BB8B46C2EC0A9F2A)] [added: [105](#sD4856B8540D559E9ACACDF2CCE8A615D)] |

| [Note 15. Fair Value [removed: Disclosures](#sE64D54C3F9D95495ACE64A498EC0C135)] [added: Disclosures](#sE74E3363FA435CA8B0FBCC32E99D56AB)] | [removed: [108](#sE64D54C3F9D95495ACE64A498EC0C135)] [added: [109](#sE74E3363FA435CA8B0FBCC32E99D56AB)] |

| [Note 16. Equity and Noncontrolling [removed: Interests](#s72A650EC60FE5940863343BB21E77135)] [added: Interests](#s630FF25949535F6F8995C92AAA4B18C8)] | [removed: [109](#s72A650EC60FE5940863343BB21E77135)] [added: [110](#s630FF25949535F6F8995C92AAA4B18C8)] |

| [Note 17. Share-Based [removed: Compensation](#sA6E395F3C4CF5221B62B361A95702F39)] [added: Compensation](#s4044328756C6518DB313320D56E9235C)] | [removed: [111](#sA6E395F3C4CF5221B62B361A95702F39)] [added: [112](#s4044328756C6518DB313320D56E9235C)] |

| [Note 18. Retirement [removed: Programs](#s434F870C5D4E568ABC7B01DCAA2A69A1)] [added: Programs](#s7A4B427FB3695D82863DEB955C351ED9)] | [removed: [113](#s434F870C5D4E568ABC7B01DCAA2A69A1)] [added: [114](#s7A4B427FB3695D82863DEB955C351ED9)] |

| [Note 19. Commitments and [removed: Contingencies](#s37AFF17F5F8356A48900D96F2C3555A4)] [added: Contingencies](#s70B47398629A57B9942B9930DFB27478)] | [removed: [123](#s37AFF17F5F8356A48900D96F2C3555A4)] [added: [123](#s70B47398629A57B9942B9930DFB27478)] |

| [Note 20. Segment [removed: Information](#sDA94616CD7B452A6B68EBEE02286D140)] [added: Information](#sC9A21B1C9DC15FEFB5108668BDDEA83D)] | [removed: [125](#sDA94616CD7B452A6B68EBEE02286D140)] [added: [125](#sC9A21B1C9DC15FEFB5108668BDDEA83D)] |

| [Note 21. Revenue [removed: Recognition](#s8f6d78fcdbba47188ed85d094c70798f)] [added: Recognition](#sEAE66651B0C95C1BAAAB436A5FF839A7)] | [removed: [128](#s8f6d78fcdbba47188ed85d094c70798f)] [added: [128](#sEAE66651B0C95C1BAAAB436A5FF839A7)] |

| [Note 22. Quarterly Data [removed: (Unaudited)](#s4FDF6A3E623957139FEE5FCCCCF1BC62)] [added: (Unaudited)](#s0B009E5BAD0A5CCF9C6689C9438717DB)] | [removed: [131](#s4FDF6A3E623957139FEE5FCCCCF1BC62)] [added: [131](#s0B009E5BAD0A5CCF9C6689C9438717DB)] |

[removed: MANAGEMENT’S STATEMENT OF RESPONSIBILITY FOR FINANCIAL STATEMENTS][added: | [Management’s Statement of Responsibility for Financial Statements](#s137A68B7BE685BC4831EE5F3F0A2A12A) | [64](#s137A68B7BE685BC4831EE5F3F0A2A12A) |]

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has [removed: completed an audit of Linde’s 2018, 2017 and 2016 consolidated financial statements] [added: audited] and [added: issued their opinion on the effectiveness] of [removed: its] [added: the company’s] internal control over financial reporting as of December 31, [removed: 2018 in accordance with the standards of the Public Company Accounting Oversight Board (United States)] [added: 2019] as stated in their report.

[removed: MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING][added: | [Management’s Report on Internal Control Over Financial Reporting](#sAF78F8017AFC542FB5A4F7E0DA6C7AC2) | [64](#sAF78F8017AFC542FB5A4F7E0DA6C7AC2) |]

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 [removed: Internal] [added: *Internal] Control – Integrated [removed: Framework] [added: 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, [removed: 2018.][added: 2019.]

Linde’s evaluation of internal control over financial reporting as of December 31, [removed: 2018] [added: 2019] did not include the internal control over financial reporting related to Linde AG [removed: because the business] [added: which] was acquired [added: by Praxair] in a merger accounted for as a business [removed: combination consummated during 2018.][added: combination.]

Total assets and sales for Linde AG represent approximately [removed: 26.4%] [added: 23%] and [removed: 19.3%,] [added: 62%,] respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, [removed: 2018.][added: 2019.]

| [removed: Stephen] [added: Stephen] F. [removed: Angel Chief] [added: Angel Chief] Executive [removed: Officer] [added: Officer] | | [removed: Kelcey] [added: Kelcey] E. [removed: Hoyt Chief] [added: Hoyt Chief] Accounting [removed: Officer] [added: Officer] |

| [Note 5. Cost Reduction Programs and Other Charges](#s90B6598BD33B5CD2B319AF9A1AC235B3) | [89](#s90B6598BD33B5CD2B319AF9A1AC235B3) |

In connection with its antitrust review of the transaction, the U.S. Federal Trade Commission (the “FTC”) imposed a Hold Separate Order (the “HSO”) on Linde that was lifted on March 1, 2019 after all required asset divestitures in the U.S. were completed.

The HSO required the companies to continue to operate globally as separate and independent companies apart from each other in all material respects.

As such, the HSO regulatory restrictions prohibited Linde from being able to perform procedures necessary to complete an overall assessment of Linde AG’s disparate internal control environment with operations in over 100 countries.

Because of this, the assessment of Linde AG’s internal control environment could only begin after the HSO was terminated on March 1, 2019, and as such Linde AG has been excluded from the overall Linde internal control assessment as of December 31, 2019.

generally accepted accounting principles.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

*Revenue Recognition - Estimated Costs at Completion*

As described in Note 21 to the consolidated financial statements, $2,799 million of the Company’s total revenues for the year ended December 31, 2019 was generated from the sale of equipment contracts.

Revenue from sale of equipment is generally recognized over time as the Company has an enforceable right to payment for performance completed to date and performance does not create an asset with alternative use.

The principal considerations for our determination that performing procedures relating to revenue recognition - estimated costs at completion is a critical audit matter are there was significant judgment by management when developing the estimated costs at completion for the sale of equipment contracts.

This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence relating to the estimated costs at completion and management’s significant assumptions, including the estimated expected material and labor costs.

In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures also included, among others, testing management’s process for developing the estimated costs at completion for the sale of equipment contracts and evaluating the reasonableness of management’s significant assumptions, including the estimated expected material and labor costs.

Evaluating the reasonableness of management’s significant assumptions involved evaluating management’s ability to reasonably estimate costs at completion for the sale of equipment contracts on a sample basis by (i) performing a comparison of the originally estimated and actual costs incurred on similar completed equipment contracts, and (ii) evaluating the timely identification of circumstances that may warrant a modification to estimated costs at completion, including actual costs in excess of estimates.

Professionals with specialized skill and knowledge were used to assist in evaluating management’s estimates and assumptions relating to the expected material and labor costs.

*Goodwill Impairment Assessment*

As described in Notes 2 and 11 to the consolidated financial statements, the Company’s consolidated goodwill balance was $27,019 million as of December 31, 2019.

Management performs an impairment test annually, or more frequently if events or circumstances indicate that an impairment loss may have been incurred.

The impairment test allows an entity to first assess qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value.

If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying

value then management will estimate and compare the fair value of the reporting unit to its carrying value, including goodwill.

In estimating the fair value of each reporting unit, management applied a multiple of earnings from a peer group to the Company’s forecasted earnings for the year ending December 31, 2019.

The peer group is comprised of comparable entities with similar operations and economic characteristics.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment is a critical audit matter are there was significant judgment by management when developing the fair value measurement of the reporting units.

This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence relating to management’s significant assumptions for the multiples of earnings from a peer group of comparable entities with similar operations and economic characteristics.

In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the Company’s reporting units.

These procedures also included, among others, i) testing management’s process for developing the fair value measurement of the reporting units, ii) evaluating the appropriateness of the multiples of earnings model, (iii) testing the completeness, accuracy, and relevance of underlying data used in the model, and (iv) evaluating management’s significant assumptions for the multiples of earnings from a peer group of comparable entities with similar operations and economic characteristics.

Evaluating management’s assumptions related to the multiples of earnings involved evaluating whether the assumptions used by management were reasonable considering (i) the consistency with external market and industry data and (ii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s multiples of earnings model and significant assumptions for the multiples of earnings from a peer group of comparable entities with similar operations and economic characteristics.

| Sales | $ | 28,228 | | | $ | 14,836 | | | $ | 11,358 | |

| Cost Reduction Programs and other charges, net of payments | (236 | | ) | | 40 | | | | 26 | | |

| Contract assets and liabilities, net | 87 | | | | — | | | | — | | |

| Other comprehensive loss | | | | | | | | | | | | | | | | (358 | | ) | | | | | | | | | (358 | | ) | | (77 | | ) | | (435 | | ) |

| *Balance, December 31, 2019* | 552,013 | | | $ | 1 | | | $ | 40,201 | | | $ | 16,842 | | | $ | (4,814 | ) | | 17,632 | | | $ | (3,156 | ) | | $ | 49,074 | | | $ | 2,448 | | | $ | 51,522 | |

| | |

| --- | --- |

| | |

| | |

| | |

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

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited and issued their opinion on the effectiveness of the company’s internal control over financial reporting as of December 31, 2018 as stated in their report.

March 18, 2019

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

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

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

| Sales | $ | 14,900 | | | $ | 11,437 | | | $ | 10,534 | |

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

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

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

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

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

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

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

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

| | | | | | | | |

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

| | | | | | | | |

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

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

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

| Balance, December 31, 2015 | 383,231 | | | $ | 4 | | | $ | 4,005 | | | $ | 12,229 | | | $ | (4,596 | ) | | 98,352 | | | $ | (7,253 | ) | | $ | 4,389 | | | $ | 404 | | | $ | 4,793 | |

| Net Income | | | | | | | | | | | | 1,500 | | | | | | | | | | | | | | | 1,500 | | | | 35 | | | | 1,535 | | |

| Other | | | | | | | | | | | | | | | | | | | | | | | 5 | | | | 5 | | | | | | | | 5 | | |

To obtain merger approval in the United States.

The restrictions under the hold separate order were lifted March 1, 2019, concurrent with the sale of the required merger-related divestitures in the United States.

Operations less than 20% owned, where the company does not exercise significant influence, are generally carried at cost.

Prior to adoption of ASC 606 revenue was recognized when a firm sales agreement exists, collectability of a fixed or determinable sales price is reasonably assured, and when title and risks of ownership transfer to the customer for product sales or, in the case of other revenues when obligations are satisfied or services are performed.

Any ineffectiveness is recognized in earnings immediately.

As applicable, fair value is determined through the use of projected future cash flows, multiples of earnings and sales and other factors.

Such analysis requires the use of certain market assumptions and discount factors, which are subjective in nature.

discontinued.

Reclassifications – Certain prior years’ amounts have been reclassified to conform to the current year’s presentation, including reclassifications on the consolidated statements of income and segment operating profit relating to the adoption of accounting guidance on the presentation of net periodic pension and postretirement benefit costs.

As a result of the merger, certain reclassifications of prior period amounts were made to improve comparability and conform with the current presentation.

Presentation changes were made to the consolidated balance sheets.

[removed: Conclusion] [added: Conclusion] Regarding the Effectiveness of Disclosure Controls and [removed: Procedures][added: Procedures]

[removed: Management’s] [added: Management’s] Report on Internal Control Over Financial [removed: Reporting][added: Reporting]

Refer to Item 8 for Management’s Report on Internal Control Over Financial Reporting as of December 31, [removed: 2018.][added: 2019.]

[removed: Changes] [added: Changes] in Internal Control over Financial [removed: Reporting][added: Reporting]

There were no changes in Linde’s internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2018] [added: 2019] that have materially affected, or are reasonably likely to materially affect, Linde’s internal control over financial reporting.

[removed: PART III][added: PART III]

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 - [added: "Delinquent] Section [removed: 16(a) Beneficial Ownership Reporting Compliance”] [added: 16 (a) Reports"] in Linde’s Proxy Statement to be filed by April 30, [removed: 2019] [added: 2020] for the Annual General Meeting.

[removed: Identification] [added: *Identification] of the Audit [removed: Committee][added: Committee*]

[removed: Audit] [added: *Audit] Committee Financial [removed: Expert][added: Expert*]

[removed: Code] [added: *Code] of [removed: Ethics][added: Ethics*]

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 [removed: Controller.][added: Chief Accounting Officer.]

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, [removed: 2019] [added: 2020] for the Annual General Meeting.

[removed: Equity] [added: *Equity] Compensation Plans Information [removed: -] [added: -*] The table below provides information as of December 31, [removed: 2018] [added: 2019] 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.

[removed: EQUITY] [added: EQUITY] COMPENSATION PLANS [removed: TABLE][added: TABLE]

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

| (2) | This amount includes [removed: 8,009,603] [added: 6,454,428] shares available for future issuance pursuant to the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan assumed by Linde, and [removed: 473,128] [added: 260,794] shares available for future issuance pursuant to the [removed: Linde plc] Long Term Incentive Plan [removed: 2018.] [added: 2018 of Linde plc.] |

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, [removed: 2019] [added: 2020] for the Annual General Meeting.

| Equity compensation plans approved by shareholders | 10,426,688 | | (1) | $ | 127.04 | | | 6,715,222 | | (2) |

| Total | 10,426,688 | | | $ | 127.04 | | | 6,715,222 | | |

| (1) | This amount includes 883,922 restricted shares and 246,220 performance shares. |

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

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

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

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, [removed: 2019] [added: 2020] for the Annual General Meeting.

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, [removed: 2019] [added: 2020] for the Annual General Meeting.

[removed: PART IV][added: PART IV]

| (1) | The company’s [removed: 2018] [added: 2019] 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: INDEX] [added: INDEX] TO [removed: EXHIBITS][added: EXHIBITS]

[removed: Linde] [added: Linde] plc and [removed: Subsidiaries][added: Subsidiaries]

| [removed: Exhibit No.] [added: Exhibit No.] | | [removed: Description] [added: Description] |

| [removed: 4.01] [added: 4.02] | | [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) |

| [removed: 4.02] [added: 4.03] | | [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) |

| [removed: 4.03] [added: 4.05] | | 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. |

| 10.01 | | [Credit Agreement dated as of [removed: December 19, 2014] [added: March 26, 2019,] among [removed: Praxair, Inc. and the Eligible Subsidiaries Referred to therein,] [added: Linde plc, certain of its subsidiaries parties thereto as borrowers,] the [removed: Lenders listed therein,] [added: lenders party thereto] and Bank of America, N.A., as Administrative [removed: Agent, Citibank N.A., Deutsche Bank Securities Inc. and HSBC Securities (USA) Inc., as Syndication Agents was filed] [added: Agent (Filed] as Exhibit 10.1 to [removed: Praxair, Inc.'s] [added: Linde plc's] current report on Form 8-K, dated [removed: December 22, 2014,] [added: April 3, 2019,] Filing No. [removed: 1-11037,] [added: 1-38730,] and [removed: is] incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/884905/000095016214000082/ex10_1.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/1707925/000095016219000034/form8k.htm)] |

| [removed: *10.03] [added: *10.02] | | [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) |

| [removed: *10.04] [added: *10.03] | | [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) |

| [removed: *10.05] [added: *10.04] | | [Form of Executive Severance Compensation Agreement effective January 1, 2009 (Filed as Exhibit 10.02 to Praxair, Inc.'s 2008 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/884905/000119312509037218/dex1002.htm) |

| [removed: *10.05a] [added: *10.04a] | | [Form of Amendment, effective December 31, 2012, to Executive Severance Compensation Agreements that were effective January 1, 2009 (Filed as Exhibit 10.1 to Praxair, Inc.'s Current Report on Form 8-K dated December 14, 2012, Filing No. 1-11037, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/884905/000119312512503469/d452740dex101.htm) |

| [removed: *10.05b] [added: *10.04b] | | [Form of Executive Severance Compensation Agreement effective January 1, 2010 (Filed as Exhibit 10.02 to Praxair, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, Filing No. 1-11037, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/884905/000119312510169257/dex1002.htm) |

| [removed: *10.05c] [added: *10.04c] | | [Form of Amendment, effective December 31, 2012, to Executive Severance Compensation Agreements that were effective January 1, 2010 (Filed as Exhibit 10.02c to Praxair, Inc.'s 2012 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/884905/000088490513000011/px201210-kex1002cfirstamen.htm) |

| [removed: *10.05d] [added: *10.04d] | | [Form of Executive Severance Compensation Agreement effective January 1, 2013 (Filed as Exhibit 10.02d to Praxair, Inc.'s 2012 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/884905/000088490513000011/px201210-kex1002dpraxairin.htm) |

| [removed: *10.06] [added: *10.05] | | [Praxair, Inc. Supplemental Retirement Income Plan A effective January 1, 2008 (Filed as Exhibit 10.05a to Praxair, Inc.'s 2008 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/884905/000119312509037218/dex1005a.htm) |

| [removed: *10.06a] [added: *10.05a] | | [First amendment to the Praxair, Inc. Supplemental Retirement Income Plan A effective January 1, 2010 (Filed as Exhibit 10.05b to Praxair, Inc.'s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/884905/000119312510038766/dex1005b.htm) |

| [removed: *10.06b] [added: *10.05b] | | [Second Amendment to Praxair, Inc. Supplemental Retirement Income Plan A effective February 28, 2017, (Filed as Exhibit 10.05c to Praxair, Inc.'s 2016 Annual Report on Form 10-K, Filing No. 1-11037, and is incorporated hereby by reference).](http://www.sec.gov/Archives/edgar/data/884905/000088490517000007/px-20161231xex1005c.htm) |

| [removed: *10.06c] [added: *10.05c] | | [Praxair, Inc. Supplemental Retirement Income Plan B amended and restated effective December 31, 2007 (Filed as Exhibit 10.05b to Praxair, Inc.'s 2008 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/884905/000119312509037218/dex1005b.htm) |

| [removed: *10.06d] [added: *10.05d] | | [First amendment to the Praxair, Inc. Supplemental Retirement Income Plan B effective January 1, 2010 (Filed as Exhibit 10.05d to Praxair, Inc.'s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/884905/000119312510038766/dex1005d.htm) |

| [removed: *10.06e] [added: *10.05e] | | [Second Amendment to Praxair, Inc. Supplemental Retirement Income Plan B effective July 1, 2012 (Filed as Exhibit 10.05e to Praxair Inc.’s 2012 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/884905/000088490513000011/px201210-kex1005esecondame.htm) |

| [removed: *10.06f] [added: *10.05f] | | [Third Amendment to Praxair, Inc. Supplemental Retirement Income Plan B effective February 28, 2017, (Filed as Exhibit 10.05g to Praxair, Inc.’s 2016 Annual Report on Form 10-K, Filing No. 1-11037, and is incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/884905/000088490517000007/px-20161231xex1005g.htm) |

| [removed: *10.07] [added: *10.06] | | [Praxair, Inc. Equalization Benefit Plan amended and restated effective December 31, 2007 (Filed as Exhibit 10.05c to Praxair, Inc.’s 2008 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/884905/000119312509037218/dex1005c.htm) |

| [removed: *10.07a] [added: *10.06a] | | [First amendment to the Praxair, Inc. Equalization Benefit Plan effective January 1, 2010 (Filed as Exhibit 10.05f to Praxair Inc.’s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/884905/000119312510038766/dex1005f.htm) |

| [removed: *10.07b] [added: *10.06b] | | [Second Amendment to the Praxair, Inc. Equalization Benefit Plan effective February 28, 2017,(Filed as Exhibit 10.05j to Praxair, Inc.'s 2016 Annual Report on Form 10-K, Filing No. 1-11037, and is incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/884905/000088490517000007/px-20161231xex1005j.htm) |

| [removed: *10.07c] [added: *10.06c] | | [Third Amendment to the Praxair, Inc. Equalization Benefit Plan effective December 1, 2017 (Filed as Exhibit 10.05k to Praxair, Inc.'s 2017 Annual Report on Form 10-K, File No. 1-11037, and is incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/884905/000088490518000014/px-20171231xex1005k.htm) |

| [removed: *10.07d] [added: *10.06d] | | [Fourth Amendment to the Praxair, Inc. Supplemental Retirement Income Plan B effective December 1, 2017 (Filed as Exhibit 10.05l to Praxair, Inc.’s 2017 Annual Report on Form 10-K, File No. 1-11037, and is incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/884905/000088490518000014/px-20171231xex1005l.htm) |

| [removed: *10.07e] [added: *10.06e] | | [Third Amendment to the Praxair, Inc. Supplemental Retirement Income Plan A effective December 1, 2017 (Filed as Exhibit 10.05m to Praxair, Inc.’s 2017 Annual Report on Form 10-K, File No. 1-11037, and is incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/884905/000088490518000014/px-20171231xex1005m.htm) |

| [removed: *10.07f] [added: *10.06f] | | [Praxair, Inc. 2018 Equalization Benefit Plan (Filed as Exhibit 99.1 to Praxair, Inc.’s Current Report on Form 8-K filed on October 22, 2018, File No. 1-11037, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/884905/000119312518304144/d641032dex991.htm) |

| [removed: *10.07g] [added: *10.06g] | | [Praxair, Inc. 2018 Supplemental Retirement Income Plan A (Filed as Exhibit 99.2 to Praxair, Inc.’s Current Report on Form 8-K filed on October 22, 2018, File No. 1-11037, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/884905/000119312518304144/d641032dex992.htm) |

| [removed: *10.07h] [added: *10.06h] | | [Praxair, Inc. 2018 Supplemental Retirement Income Plan B (Filed as Exhibit 99.3 to Praxair, Inc.’s Current Report on Form 8-K, filed October 22, 2018, File No. 1-11037, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/884905/000119312518304144/d641032dex993.htm) |

| [removed: *10.08] [added: *10.07] | | [Praxair, Inc. Director’s Fees Deferral Plan amended and restated effective January 26, 2010 (Filed as Exhibit 10.06 to Praxair Inc.’s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/884905/000119312510038766/dex1006.htm) |

| [removed: *10.09] [added: *10.08] | | [Praxair, Inc. Compensation Deferral Program Amended and Restated as of July 15, 2014 (Filed as Exhibit 10.01 to Praxair, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, Filing No. 1-11037, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/884905/000088490514000091/px-2014930xex1001.htm) |

| [removed: *10.09a] [added: *10.08a] | | [First Amendment to the Praxair Compensation Deferral Program effective February 28, 2017,(Filed as Exhibit 10.07a to Praxair, Inc.’s 2016 Annual Report on Form 10-K, Filing No. 1-11037, and is incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/884905/000088490517000007/px-20161231xex1007a.htm) |

| [removed: *10.10] [added: *10.09] | | [Service Credit Arrangement for Stephen F. Angel dated May 23, 2007 was filed as Exhibit 10.20 to Praxair, Inc.'s Form 8-K filed on May 24, 2007 and is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/884905/000095012307007870/y35406exv10w20.htm) |

| [removed: *10.11] [added: *10.10] | | [Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan (Filed as Exhibit 4.03 to Praxair, Inc.'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/d645241dex43.htm) |

| [removed: *10.11a] [added: *10.10a] | | [Form of Standard Option Award under the 2009 Praxair, Inc. Long Term Incentive Plan (Filed as Exhibit 10.22 to Praxair, Inc.'s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/884905/000119312510038766/dex1022.htm) |

| [removed: *10.11b] [added: *10.10b] | | [Form of Transferable Option Award under the 2009 Praxair, Inc. Long Term Incentive Plan (Filed as Exhibit 10.23 to Praxair, Inc.'s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/884905/000119312510038766/dex1023.htm) |

| [removed: *10.11c] [added: *10.10f] | | [Form of Restricted Stock Unit Award under the [added: Amended and Restated] 2009 Praxair, Inc. Long Term Incentive Plan [added: for grants made in 2015 and thereafter] (Filed as Exhibit [removed: 10.24] [added: 10.27] to Praxair, [removed: Inc.’s 2009] [added: Inc.'s 2014] Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/884905/000119312510038766/dex1024.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/884905/000088490515000016/px-20141231ex1027.htm)] |