Linde (LIN) 10-K risk factor changes: FY2021 vs FY2020

The [removed: recent novel coronavirus (COVID-19) outbreak] [added: COVID-19 global pandemic] could materially adversely affect our results of operations.

[removed: The novel strain of the coronavirus identified in China in late 2019 has globally spread and] [added: COVID-19] has resulted in authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place orders, and shutdowns.

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

In addition, Linde has contracts or [added: commitments for, or readily]

[removed: commitments for, or readily] available sources of, most of these raw materials; however, their long-term availability and prices are subject to market conditions.

As of December 31, [removed: 2020,] [added: 2021,] the net carrying value of goodwill and other indefinite-lived intangible assets was [removed: $28] [added: $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: information,] [added: These failures and breaches could] result in business interruption or malfunction [added: and lead to legal] or regulatory actions [removed: and have] [added: that could result in] a material adverse impact on Linde’s operations, reputation and financial results.

[added: While Linde will work to mitigate these risks through the pursuit of strategic] alliances and investment in applications technologies to capture new growth areas, given the uncertainty about the type and scope of new regulations, it is difficult to predict how such changes and their impact on market behavior will ultimately impact Linde’s business.

The manufacturing and sale of products as well as the construction [added: and sale] of plants by Linde may give rise to risks associated with the production, filling, storage, handling and transport of raw materials, goods or waste.

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

[removed: In addition, it may be difficult for investors to enforce, in] original actions brought in courts in jurisdictions located outside the United States, rights predicated upon the U.S. federal securities laws.

The COVID-19 global pandemic, including resurgences and variants of the virus that causes COVID-19, and efforts to reduce its spread have led, and may continue to lead to, significant changes in levels of economic activity and significant disruption and volatility in global markets.

Despite these steps, however, our information technology systems have in the past been and in the future will likely be subject to increasingly sophisticated cyber attacks.

Operational failures and breaches of security from such attempts could lead to the loss or disclosure of confidential information or personal data belonging to Linde or our employees and customers or suppliers.

To date, such attempts have not had any significant impact on Linde's operations or financial results.

In addition, it may be difficult for investors to enforce, in

Despite these steps, however, operational failures and breaches of security from increasingly sophisticated cyber threats could lead to the loss or disclosure of confidential

While Linde will work to mitigate these risks through the pursuit of strategic

| Business Overview | | | [removed: [19](#i7921dfde8e9c4b63bcc323dc0f7a461c_49)] [added: [19](#i31b569998c814e2aab5e780fa42c1707_46)] | | |

| Executive Summary – Financial Results & Outlook | | | [removed: [20](#i7921dfde8e9c4b63bcc323dc0f7a461c_52)] [added: [20](#i31b569998c814e2aab5e780fa42c1707_49)] | | |

| Consolidated Results and Other Information | | | [removed: [21](#i7921dfde8e9c4b63bcc323dc0f7a461c_55)] [added: [21](#i31b569998c814e2aab5e780fa42c1707_52)] | | |

| Segment Discussion | | | [removed: [27](#i7921dfde8e9c4b63bcc323dc0f7a461c_58)] [added: [27](#i31b569998c814e2aab5e780fa42c1707_55)] | | |

| Liquidity, Capital Resources and Other Financial Data | | | [removed: [33](#i7921dfde8e9c4b63bcc323dc0f7a461c_79)] [added: [32](#i31b569998c814e2aab5e780fa42c1707_76)] | | |

| Off-Balance Sheet Arrangements | | | [removed: [37](#i7921dfde8e9c4b63bcc323dc0f7a461c_85)] [added: [34](#i31b569998c814e2aab5e780fa42c1707_79)] | | |

[removed: | Critical Accounting Policies | | | [37](#i7921dfde8e9c4b63bcc323dc0f7a461c_88) | | |][added: CRITICAL ACCOUNTING ESTIMATES]

| New Accounting Standards | | | [removed: [39](#i7921dfde8e9c4b63bcc323dc0f7a461c_91)] [added: [37](#i31b569998c814e2aab5e780fa42c1707_85)] | | |

| Fair Value Measurements | | | [removed: [40](#i7921dfde8e9c4b63bcc323dc0f7a461c_94)] [added: [37](#i31b569998c814e2aab5e780fa42c1707_88)] | | |

| Non-GAAP Financial Measures | | | [removed: [40](#i7921dfde8e9c4b63bcc323dc0f7a461c_100)] [added: [38](#i31b569998c814e2aab5e780fa42c1707_91)] | | |

| Supplemental Guarantee Information | | | [removed: [44](#i7921dfde8e9c4b63bcc323dc0f7a461c_2485)] [added: [42](#i31b569998c814e2aab5e780fa42c1707_94)] | | |

Linde’s industrial gas operations are managed on a geographical basis and in [removed: 2020 83%] [added: 2021 84%] of sales were generated by Linde's three geographic segments (Americas, EMEA and APAC) and the remaining [removed: 17%] [added: 16%] are related primarily to the Engineering segment, and to a lesser extent Other (see Note 18 to the consolidated financial statements for operating segment details).

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

| United States | | | | | | Germany | | | | | | China [removed: & Taiwan] | | |

| Canada | | | | | | [added: South Africa] | | | | | | India | | |

Major pipeline complexes are primarily located in the United [removed: States.][added: States and China.]

The company has growth opportunities in all major geographies and in diverse end-markets such as [removed: energy, electronics, chemicals, metals,] healthcare, [added: chemicals and energy, manufacturing, metals and mining,] food and beverage, and [removed: aerospace.][added: electronics.]

[removed: 2020] [added: 2021] Year in review

- Sales of [removed: $27,243] [added: $30,793] million were [removed: 3% below 2019] [added: 13% above 2020] sales of [removed: $28,228] [added: $27,243] million.

Higher pricing across all geographic segments contributed [removed: 2%] [added: 3%] to sales.

- Reported operating profit of [removed: $3,322] [added: $4,984] million was [removed: 13%] [added: 50%] above [removed: 2019.][added: 2020.]

Adjusted operating profit of [removed: $5,797] [added: $7,176] million was [removed: 10%] [added: 24%] above [removed: 2019.][added: 2020.]

The increase in both reported and adjusted operating profit was primarily driven by higher [added: volume and] price and the benefit of cost reduction programs and other charges and productivity [removed: initiatives which more than] [added: initiatives, partially] offset [added: by] the [removed: impact] [added: deconsolidation] of [removed: lower volumes.*][added: a joint venture with operations in APAC.*]

- Income from continuing operations of [removed: $2,497] [added: $3,821] million and diluted earnings per share from continuing operations of [removed: $4.70] [added: $7.32] increased from [removed: $2,183] [added: $2,497] million and [removed: $4.00,] [added: $4.70,] respectively in [removed: 2019.][added: 2020.]

Adjusted income from continuing operations of [removed: $4,371] [added: $5,579] million and adjusted diluted earnings per share from continuing operations of [removed: $8.23] [added: $10.69] were [removed: 9%] [added: 28%] and [removed: 12%,] [added: 30%,] respectively above [removed: 2019] [added: 2020] adjusted amounts.*

- Cash flow from operations [removed: was $7,429 million, or 27%] of [removed: sales.][added: $9,725 million was 31% above 2020.]

Capital expenditures were [removed: $3,400] [added: $3,086] million; dividends paid were [removed: $2,028] [added: $2,189] million; net purchases of ordinary shares of [removed: $2,410] [added: $4,562] million; and debt [removed: borrowings,] [added: repayments,] net were [removed: $1,313] [added: $514] million.

The discussion that follows includes a comparison of our results of operations and liquidity and capital resources for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

For the discussion comparing the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] refer to Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Form 10-K for the year ended December 31, [removed: 2019.][added: 2020.]

The following table provides summary information for [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

| *(Millions of dollars, except per share data)* Year Ended December 31, | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | Variance | | |

| Sales | | | $ | [removed: 27,243] [added: 30,793] | | | | | $ | [removed: 28,228] [added: 27,243] | | | | | [removed: (3)] [added: 13] | | % |

| Cost of sales, exclusive of depreciation and amortization | | | $ | [removed: 15,383] [added: 17,543] | | | | | $ | [removed: 16,644] [added: 15,383] | | | | | [removed: (8)] [added: 14] | | % |

| As a percent of sales | | | [removed: 56.5] [added: 57.0] | | % | | | | [removed: 59.0] [added: 56.5] | | % | | | | | | |

| Selling, general and administrative | | | $ | [removed: 3,193] [added: 3,189] | | | | | $ | [removed: 3,457] [added: 3,193] | | | | | [removed: (8)] [added: —] | | % |

| As a percent of sales | | | [removed: 11.7] [added: 10.4] | | % | | | | [removed: 12.2] [added: 11.7] | | % | | | | | | |

| Depreciation and amortization | | | $ | [removed: 4,626] [added: 4,635] | | | | | $ | [removed: 4,675] [added: 4,626] | | | | | [removed: (1)] [added: —] | | % |

| Cost reduction programs and other charges (a) | | | $ | [removed: 506] [added: 273] | | | | | $ | [removed: 567] [added: 506] | | | | | [removed: (11)] [added: (46)] | | % |

| Operating Profit | | | $ | [removed: 3,322] [added: 4,984] | | | | | $ | [removed: 2,933] [added: 3,322] | | | | | [removed: 13] [added: 50] | | % |

| Operating margin | | | [removed: 12.2] [added: 16.2] | | % | | | | [removed: 10.4] [added: 12.2] | | % | | | | | | |

Volume growth across all end markets and project start-ups increased sales by 8% .

Favorable currency translation and higher cost pass-through increased sales by 5%, partially offset by the deconsolidation of a joint venture with operations in APAC which decreased sales by 3% .

2022 Outlook

| | | | | | | 13 | | % |

Linde sales increased $3,550 million, or 13%, for the 2021 year versus 2020.

Volume growth across all end markets and project start ups increased sales by 8%.

Higher pricing across all geographic segments contributed 3% to sales.

Currency translation increased sales by 2%, largely in EMEA and APAC, driven by the strengthening of the Euro, Australian dollar, Chinese yuan and British pound against the U.S. dollar.

Cost pass-through, representing the contractual billing of energy cost variances primarily to onsite customers, increased sales by 3%, with minimal impact on operating profit.

Divestitures decreased sales by 3% primarily driven by the deconsolidation of a joint venture with operations in APAC (see Note 2 to the consolidated financial statements).

SG&A was 10.4% of sales in 2021 versus 11.7% in 2020, primarily due to continued productivity initiatives and the impact of higher cost pass-through on sales.

The increase is primarily due to currency translation impacts, partially offset by a decrease related primarily to intangible assets acquired in the merger becoming fully amortized.

Excluding currency impacts, underlying depreciation was relatively flat as the impact of new project start ups was largely offset by the decrease related to the deconsolidation of a joint venture with operations in APAC (see Note 2 to the consolidated financial statements).

The increase in the year was driven by higher volumes and price, partially offset by the deconsolidation of a joint venture with operations in APAC.

Cost reduction programs and other charges were $273 million in 2021 and $506 million in 2020.

Reported interest expense – net in 2021 decreased $38 million, or 33%, versus 2020 .

On an adjusted basis interest expense decreased $54 million, or 29% in 2021 as compared to 2020.

The increase in benefit largely relates to a higher expected return on plan assets and lower interest costs, partially offset by higher amortization of deferred losses (see Note 16 to the consolidated financial statements).

The decrease is primarily driven by increased pre-tax income and jurisdictional mix.

2021 includes a deferred income tax charge related to the revaluation of net deferred tax liabilities for a tax rate increase in the United Kingdom, offset by a reduction to tax expense related to uncertain tax benefits and accrued interest and penalties of $47 million (see Note 5 to the consolidated financial statements).

On a reported basis, the increase in income from equity investments was primarily driven by the deconsolidation of a joint venture with operations in APAC which is reflected in equity income effective January 1, 2021, partially offset by a $35 million impairment charge related to a joint venture in the APAC segment in the third quarter of 2021.

On an adjusted basis, the increase in income from equity investments was primarily driven by the deconsolidation of a joint venture with operations in APAC which is reflected in equity income effective January 1, 2021.

Reported noncontrolling interests from continuing operations increased $10 million, from $125 million in 2020 to $135 million in 2021, primarily driven by higher income from continuing operations, partially offset by the deconsolidation of a joint venture with operations in APAC (see Note 2 to the consolidated financial statements) and the buyout of minority shareholders in the Republic of South Africa.

Adjusted noncontrolling interests from continuing operations decreased $36 million in 2021 as compared to 2020, primarily driven by the deconsolidation of a joint venture with operations in APAC (See Note 2 to the consolidated financial statements) and the buyout of minority shareholders in the Republic of South Africa, which more than offset the increase from higher income from continuing operations.

On an adjusted basis, diluted EPS of $10.69 in 2021 increased 30% versus 2020.

Effective November 2021, a new Sustainability Committee was created.

The Committee is responsible for Board oversight of the Company's programs, policies and strategies related to environmental matters generally, including climate change, greenhouse gas reduction goals and decarbonization solutions, such as clean hydrogen and carbon capture.

At the same time, external factors may provide Linde with future business opportunities.

Both the U.S. and non-U.S.

plans derived the benefit from the actual return on plan assets, as well as favorability generated from a lower PBO due to an increase in discount rates.

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

| | | | | | | 16 | | % |

Higher volumes increased sales by 9%, led by higher demand across all end markets and project start-ups.

| Year Ended December 31, | | | | | | 2021 | | | | | | 2020 | | | | | | 2021 vs. 2020 | | |

| | | | | | | 2021 vs. 2020 | | |

| Volume | | | | | | 5 | | % |

| Price/Mix | | | | | | 4 | | % |

| | | | | | | 19 | | % |

EMEA segment sales increased $1,194 million, or 19%, in 2021 versus 2020.

Volumes increased 5% driven by increased demand across all end markets.

Volumes decreased 2% as growth from project start-ups was more than offset by the global macroeconomic slowdown as a result of the COVID-19 pandemic.

Unfavorable currency translation, lower cost pass-through and the net impact of acquisitions and divestitures decreased sales by 3%.

2021 Outlook

| Net gain on sale of businesses (b) | | | $ | — | | | | | $ | 164 | | | | | | | |

(b)See Note 2 to the consolidated financial statements.

| | | | | | | | | |

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

| | | | | | | (3) | | % |

Reported sales decreased $985 million, or 3%, for the 2020 year versus 2019.

On an adjusted basis sales decreased $920 million in 2020 compared to 2019.

On a reported and adjusted basis, sales decreased 3%.

Volume decreased sales by 2% primarily driven by the impact of the macroeconomic slowdown, partially offset by new project start-ups.

Currency translation decreased sales by 1%, largely in the Americas, driven by the weakening of the Brazilian real against the U.S. dollar.

The impact of merger-related divestitures decreased sales by $65 million in 2020.

These sales have been excluded from the adjusted numbers.

SG&A was 11.7% of sales in 2020 versus 12.2% in 2019.

The decrease is primarily due to currency translation impacts.

2019 also included an asset impairment of approximately $73 million related to a joint venture in APAC resulting from an unfavorable arbitration ruling (see Note 3 to the consolidated financial statements).

were $506 million in 2020 and $567 million in 2019.

2019 also included a $164 million one time net gain on sale of business.

Operating profit growth was driven by higher price and the benefit of cost reduction programs and productivity initiatives which were partially offset by lower volumes, unfavorable currency impacts and cost inflation.

Reported interest expense – net in 2020 increased $77 million, or 203%, versus 2019 and included a $16 million charge for the early redemption of bonds due in 2021 (see Note 11 to the consolidated financial statements).

On an adjusted basis interest expense increased $50 million, or 37% in 2020 as compared to 2019.

2020 included pension settlement charges of $6 million while 2019 included pension settlement charges of $97 million and a net $8 million curtailment charge (see Note 16 to the consolidated financial statements).

Excluding the impact of these charges, the net pension and OPEB benefit, excluding service cost increased $46 million in 2020, as the benefit of lower interest cost due to the low discount rate environment more than offset higher amortization of deferred losses.

The decrease in the reported ETR is primarily due to higher tax benefits from share option exercises and higher tax expense in 2019 related to divestitures.

The decrease in the reported and adjusted income from equity investments was primarily driven by unfavorable foreign currency revaluation impacts on an unhedged loan of an investment in EMEA.

Reported noncontrolling interests from continuing operations increased $36 million to $125 million in 2020 from $89 million in 2019, primarily driven by the noncontrolling interest impact of $33 million for an asset impairment charge in the third quarter 2019 related to a joint venture in APAC.

In the U.S., the benefit from the actual return on assets more than offset the impact of unfavorable liability experience, primarily resulting from the low discount rate environment.

For the international plans, the unfavorable impact of lower discount rates outweighed favorable plan asset returns.

| Merger-related divestitures | | | — | | | | | | 65 | | | | | | | | |

| Total Sales | | | $ | 27,243 | | | | | $ | 28,228 | | | | | | | |

| Merger-related divestitures | | | — | | | | | | 16 | | | | | | | | |

| Net gain on sale of businesses | | | — | | | | | | 164 | | | | | | | | |

| | | | | | | (5) | | % |

Lower volumes, primarily related to the manufacturing and metals end markets, of 2%, were partially offset by new project start-ups and higher volumes related to the healthcare end market.

EMEA segment sales decreased $194 million, or 3%, in 2020 versus 2019.

Volumes decreased 3% driven by lower volumes to the manufacturing and metals end-markets.

Higher price contributed 2% to sales and cost pass-through decreased sales by 1%.

| | | | | | | (2) | | % | | | | | | |

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: 2020.][added: 2021.]

At December 31, [removed: 2020,] [added: 2021,] Linde had debt totaling [removed: $16,154] [added: $14,207] million [removed: ($13,956] [added: ($16,154] million at December 31, [removed: 2019).][added: 2020).]

At December 31, 2020, [removed: including the impact of derivatives,] Linde had fixed-rate debt of $10,365 million and floating-rate debt of $5,789 million, representing 64% and 36%, respectively, of total debt.

At December 31, [removed: 2019,] [added: 2021, including the impact of derivatives,] Linde had fixed-rate debt of [removed: $10,799] [added: $12,492] million and floating-rate debt of [removed: $3,157] [added: $1,715] million, representing [removed: 77%] [added: 88%] and [removed: 23%,] [added: 12%,] respectively, of total debt.

At December 31, [removed: 2020,] [added: 2021,] Linde had fixed-to-floating interest rate swaps outstanding that were designated as hedging instruments of the underlying debt issuances - refer to Note 12 to the consolidated financial statements for additional information.

This sensitivity analysis assumes that, holding all other variables constant (such as foreign exchange rates, swaps and debt levels), a one hundred basis point increase in interest rates would decrease the unrealized fair market value of the fixed-rate debt portfolio by approximately [removed: $674] [added: $834] million [removed: ($473] [added: ($674] million in [removed: 2019).][added: 2020).]

A one hundred basis point increase in interest rates would result in an approximate [removed: $61] [added: $37] million [removed: increase] [added: decrease] to derivative assets recorded.

At December 31, [removed: 2020,] [added: 2021,] the after-tax earnings and cash flows impact of a one hundred basis point increase in interest rates, including offsetting impact of derivatives, on the variable-rate debt portfolio would be approximately [removed: $44] [added: $33] million [removed: ($48] [added: ($44] million in [removed: 2019).][added: 2020).]

At December 31, [removed: 2020,] [added: 2021,] Linde had a notional amount outstanding of [removed: $7,553] [added: $5,870] million [removed: ($9,713] [added: ($7,553] million at December 31, [removed: 2019)] [added: 2020)] related to foreign exchange contracts.

Holding all other variables constant, if there were a 10% increase in foreign-currency exchange rates for the portfolio, the fair market value of foreign-currency contracts outstanding at December 31, [removed: 2020] [added: 2021] would decrease by approximately [removed: $99] [added: $28] million and at December 31, [removed: 2019] [added: 2020] would [removed: increase] [added: decrease] by approximately [removed: $194] [added: $99] million, which would be largely offset by an offsetting loss or gain on the foreign-currency fluctuation of the underlying exposure being hedged.

Linde plc is a public limited company formed under the laws of Ireland with its principal offices in the United [removed: Kingdom.][added: Kingdom and United States.]

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

Linde’s sales were [removed: $27,243] [added: $30,793] million, [removed: $28,228] [added: $27,243] million, and [removed: $14,836] [added: $28,228] million for [added: 2021,] 2020, [removed: 2019,] and [removed: 2018,] [added: 2019,] respectively.

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

[removed: Hydrogen] [added: Low carbon intensity, high-purity hydrogen] is also produced by purifying [added: and recovering] by-product [added: hydrogen] sources [removed: obtained] from the chemical and petrochemical industries.

[removed: Linde constructs plants on or] adjacent to these customers’ sites and supplies the product directly to customers by pipeline.

Linde's plants are used in a wide variety of fields: in the petrochemical and chemical industries, in refineries and fertilizer plants, to recover air gases, to produce synthesis gases, to treat natural gas and to produce noble [removed: gases.The Engineering business either supplies plant components directly to the customer or to the industrial gas business of Linde which operates the plants under a long-term gases supply contract.][added: gases.]

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

International – Linde is a global enterprise with approximately [removed: 69%] [added: 70%] of its [removed: 2020] [added: 2021] 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 Kingdom (U.K.)); approximately 20 Asian and South Pacific countries (including China, Australia, India, South Korea and [removed: Taiwan);] [added: Thailand);] and approximately 20 countries in North and South America (including Canada, Mexico and Brazil).

Linde’s [removed: international] [added: non-U.S.] business is subject to risks customarily encountered in [removed: foreign] [added: non-U.S.] operations, including fluctuations in foreign currency exchange rates, import and export controls, and other economic, political and regulatory policies of local governments.

Research and Development – Linde’s research and development is directed toward development of gas processing, separation and liquefaction technologies, [added: and clean energy 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 separation, hydrogen, synthesis gas, natural gas, adsorption and chemical process [removed: technologies] [added: technologies; novel clean energy and carbon management solutions;] as well as the frequent introduction of new industrial gas applications.

[removed: Research and] development is primarily conducted at Munich, Germany, Tonawanda, New York, Burr Ridge, Illinois and Shanghai, China.

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

Competition – Linde participates in highly competitive markets in [removed: the] industrial [removed: gases, engineering] [added: gases] and [removed: healthcare businesses,] [added: engineering,] 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 [removed: 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 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 and Labor Relations] [added: Employees] – The company sources talent from an ever-changing and competitive environment.

The [removed: Compensation] [added: Human Capital] Committee assists the Board in its oversight of Linde’s compensation and incentive policies and programs, and management development and succession, particularly in regard to reviewing executive compensation for Linde’s executive officers.

The [removed: Compensation] [added: Human Capital] Committee also periodically reviews the company’s diversity policies and objectives, and programs to achieve those objectives.

As of December 31, [removed: 2020,] [added: 2021,] Linde had [removed: 74,207] [added: 72,327] employees worldwide comprised of approximately 27 percent women and 73 percent [removed: men.][added: men .]

Information on the company’s website is not incorporated by [added: reference herein.]

Angel, [removed: 65,] [added: 66,] has been Chief Executive Officer and a director of Linde since 2018.

Prior to [removed: that,] [added: his appointment as Chief Executive Officer of Linde,] Mr. Angel was Chairman, President and CEO of Praxair, Inc. since 2007.

Prior to joining Praxair, [added: Mr.] Angel spent 22 years in a variety of management positions with General Electric.

[removed: Angel] [added: He also] serves on the [removed: board of directors of PPG Industries and the] Hydrogen Council and is a member of The Business Council.

Hoyt, [removed: age 51,] [added: 52,] became the Chief Accounting Officer of Linde in October 2018.

Sanjiv [removed: Lamba age 56,] [added: Lamba, 57,] was appointed Chief Operating Officer of Linde effective January 1, [removed: 2021.][added: 2021, and effective March 1, 2022, Mr. Lamba will become Chief Executive Officer of Linde.]

Previously, he served as the Executive Vice President, [removed: APAC of Linde,] [added: APAC,] beginning in October 2018.

Throughout his years with BOC/Linde, he [removed: has] worked in various roles across a number of different geographies including Germany, the UK, Singapore and India.

Juergen Nowicki, [removed: 57,] [added: 58,] was appointed Executive Vice President and CEO, Linde Engineering in April 2020.

Dr. Andreas Opfermann, [removed: 49,] [added: 50,] became Executive Vice [removed: President of Americas] [added: President, Clean Energy] in [removed: November 2019.][added: June 2021.]

John Panikar, [removed: 53,] [added: 54,] was appointed Executive Vice President, APAC of Linde effective [added: in] January [removed: 1,] 2021.

Previously, he served as President UK & Africa of Linde since [removed: October,] [added: October] 2018.

White, [removed: age 48,] [added: 49,] became Executive Vice President and Chief Financial Officer of Linde in October 2018.

[added: Before joining Praxair, White was vice president,] finance, at Fisher Scientific and before that he held various financial positions, including group controller, at GenTek, a manufacturing and performance chemicals company.

Hydrogen is produced from a range of feedstocks using an array of different technologies.

Despite hydrogen being an invisible molecule, colors are often used to designate and differentiate between the production processes used to produce the molecule.

The vast majority of hydrogen currently produced by Linde is what is termed gray hydrogen and is derived from natural gas or methane, using steam methane reformation technology.

Linde has multiple technologies to produce other types of hydrogen, including blue and green, which are both considered types of clean energy.

Blue hydrogen is produced by capturing the carbon emissions from the hydrogen plant and either utilizing them in a way that stops them from being emitted or sequestering them in the subsurface for the long term.

Green hydrogen is produced by electrolysis using renewable energy or from the steam methane reforming of biomethane.

Helium is sourced from certain helium-rich natural gas streams in the United States, with additional supplies being acquired from outside the United States.

Linde constructs plants on or

The Engineering business either supplies plant components directly to the customer or to the industrial gas business of Linde which operates the plants under a long-term gases supply contract.

Research and

The total professional workforce comprised of approximately 28 percent women and 72 percent men.

Effective March 1, 2022, Mr. Angel will retire from the position of Chief Executive Officer and assume the role of Chairman of the Board of Directors of Linde.

Mr. Angel serves on the board of directors of PPG Industries where he chairs the Human Capital Management and Compensation Committee and serves on the Nominating and Governance Committee.

Sean Durbin, 51, became Executive Vice President, EMEA in April 2021.

Previously, he served as Senior Vice President, Global Functions beginning in July 2020.

Durbin joined Praxair, Inc. in 1993 and served in various roles across operations, engineering, project management, business development and sales.

In recent years, he has held leadership positions including Business President, Region Europe South from 2019 to 2020, and President, Praxair Canada Inc. from 2013 to 2019.

Previously, he was Executive Vice President Americas beginning in November 2019.

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

Packaged gas distributors, including Linde, also distribute hardgoods and welding equipment purchased from independent manufacturers.

Over time, Linde has acquired a number of independent industrial gases and welding products distributors at various locations in the United States and continues to sell merchant gases to other independent distributors.

Between its own distribution business, joint ventures and sales to independent distributors, Linde is represented in 48 states, the District of Columbia and Puerto Rico.

reference herein.

Eduardo F.

Menezes, age 57, has been Executive Vice President, EMEA of Linde since 2018 and will retire March 31, 2021 after 35 years of service.

Mr. Menezes previously served as Executive Vice President of Praxair, Inc. since 2012, responsible for Praxair Europe, Praxair Mexico, Praxair South America and Praxair Asia.

From 2010 to March 2011, he was a Vice President of Praxair with responsibility for the North American Industrial Gases business and was named senior vice president in 2011.

From 2007 to 2010, he was President of Praxair Europe.

He served as Managing Director of Praxair’s business in Mexico from 2004 to 2007, as Vice President and General Manager for Praxair Distribution, Inc. from 2003 to 2004 and as Vice President, U.S. West Region, for North American Industrial Gases, from 2000 to 2003.

He holds a master's degree in Industrial Engineering from the Technical University of Karlsruhe, Germany.

Before joining Praxair, White was vice president,

For the fiscal year ended December 31, [removed: 2020][added: 2021]

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

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

| [removed: | | | The Priestley Centre | | | | | |] [added: 10 Riverview Drive,] | | | | | | [added: The Priestley Centre] | | |

| [removed: | | | Surrey Research Park, | | | | | |] [added: United States 06810] | | | | | | [added: Surrey Research Park] | | |

| | | | [removed: Guildford,] | | | [removed: | | |] [added: Guilford,] Surrey [removed: | | |] GU2 7XY | | | [removed: | | |]

| | | | [removed: United Kingdom] | | | [removed: | | | | | | | | |] [added: United Kingdom] | | |

| [removed: | | |] (Address of principal executive offices) (Zip Code) | | | | | | | | | [removed: | | | | | |]

| (Registrant's telephone number, including area code) | | | | | | | | | [removed: | | | | | | | | |]

The aggregate market value of the voting and non-voting common stock held by non-affiliates as of June 30, [removed: 2020,] [added: 2021,] was approximately [removed: $111] [added: $149] billion (based on the closing sale price of the stock on that date as reported on the New York Stock Exchange).

At January 31, [removed: 2021, 522,836,425] [added: 2022, 507,744,577] ordinary shares of €0.001 nominal value per share of the Registrant were outstanding.

Portions of the Proxy Statement of Linde plc for its [removed: 2021] [added: 2022] Annual General Meeting of Shareholders, are incorporated in Part III of this report.

| Item 1: | | | [removed: [Business](#i7921dfde8e9c4b63bcc323dc0f7a461c_16)] [added: [Business](#i31b569998c814e2aab5e780fa42c1707_16)] | | | [removed: [4](#i7921dfde8e9c4b63bcc323dc0f7a461c_16)] [added: [4](#i31b569998c814e2aab5e780fa42c1707_16)] | | |

| Item 1A: | | | [Risk [removed: Factors](#i7921dfde8e9c4b63bcc323dc0f7a461c_19)] [added: Factors](#i31b569998c814e2aab5e780fa42c1707_19)] | | | [removed: [9](#i7921dfde8e9c4b63bcc323dc0f7a461c_19)] [added: [9](#i31b569998c814e2aab5e780fa42c1707_19)] | | |

| Item 1B: | | | [Unresolved Staff [removed: Comments](#i7921dfde8e9c4b63bcc323dc0f7a461c_22)] [added: Comments](#i31b569998c814e2aab5e780fa42c1707_22)] | | | [removed: [15](#i7921dfde8e9c4b63bcc323dc0f7a461c_22)] [added: [15](#i31b569998c814e2aab5e780fa42c1707_22)] | | |

| Item 2: | | | [removed: [Properties](#i7921dfde8e9c4b63bcc323dc0f7a461c_25)] [added: [Properties](#i31b569998c814e2aab5e780fa42c1707_25)] | | | [removed: [15](#i7921dfde8e9c4b63bcc323dc0f7a461c_25)] [added: [15](#i31b569998c814e2aab5e780fa42c1707_25)] | | |

| Item 3: | | | [Legal [removed: Proceedings](#i7921dfde8e9c4b63bcc323dc0f7a461c_28)] [added: Proceedings](#i31b569998c814e2aab5e780fa42c1707_28)] | | | [removed: [15](#i7921dfde8e9c4b63bcc323dc0f7a461c_28)] [added: [15](#i31b569998c814e2aab5e780fa42c1707_28)] | | |

| Item 4: | | | [Mine Safety [removed: Disclosures](#i7921dfde8e9c4b63bcc323dc0f7a461c_31)] [added: Disclosures](#i31b569998c814e2aab5e780fa42c1707_31)] | | | [removed: [15](#i7921dfde8e9c4b63bcc323dc0f7a461c_31)] [added: [15](#i31b569998c814e2aab5e780fa42c1707_31)] | | |

| Item 5: | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i7921dfde8e9c4b63bcc323dc0f7a461c_37)] [added: Securities](#i31b569998c814e2aab5e780fa42c1707_37)] | | | [removed: [16](#i7921dfde8e9c4b63bcc323dc0f7a461c_37)] [added: [16](#i31b569998c814e2aab5e780fa42c1707_37)] | | |

| Item 7: | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i7921dfde8e9c4b63bcc323dc0f7a461c_43)] [added: Operations](#i31b569998c814e2aab5e780fa42c1707_43)] | | | [removed: [18](#i7921dfde8e9c4b63bcc323dc0f7a461c_43)] [added: [18](#i31b569998c814e2aab5e780fa42c1707_43)] | | |

| Item 7A: | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i7921dfde8e9c4b63bcc323dc0f7a461c_103)] [added: Risk](#i31b569998c814e2aab5e780fa42c1707_97)] | | | [removed: [46](#i7921dfde8e9c4b63bcc323dc0f7a461c_103)] [added: [44](#i31b569998c814e2aab5e780fa42c1707_97)] | | |

| Item 8: | | | [Financial Statements and Supplementary [removed: Data](#i7921dfde8e9c4b63bcc323dc0f7a461c_106)] [added: Data](#i31b569998c814e2aab5e780fa42c1707_100)] | | | [removed: [47](#i7921dfde8e9c4b63bcc323dc0f7a461c_106)] [added: [45](#i31b569998c814e2aab5e780fa42c1707_100)] | | |

| Item 9: | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i7921dfde8e9c4b63bcc323dc0f7a461c_241)] [added: Disclosure](#i31b569998c814e2aab5e780fa42c1707_208)] | | | [removed: [106](#i7921dfde8e9c4b63bcc323dc0f7a461c_241)] [added: [99](#i31b569998c814e2aab5e780fa42c1707_208)] | | |

| Item 9A: | | | [Controls and [removed: Procedures](#i7921dfde8e9c4b63bcc323dc0f7a461c_244)] [added: Procedures](#i31b569998c814e2aab5e780fa42c1707_211)] | | | [removed: [106](#i7921dfde8e9c4b63bcc323dc0f7a461c_244)] [added: [99](#i31b569998c814e2aab5e780fa42c1707_211)] | | |

| Item 10: | | | [Directors, Executive Officers and Corporate [removed: Governance](#i7921dfde8e9c4b63bcc323dc0f7a461c_253)] [added: Governance](#i31b569998c814e2aab5e780fa42c1707_220)] | | | [removed: [107](#i7921dfde8e9c4b63bcc323dc0f7a461c_253)] [added: [100](#i31b569998c814e2aab5e780fa42c1707_220)] | | |

| Item 12: | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i7921dfde8e9c4b63bcc323dc0f7a461c_259)] [added: Matters](#i31b569998c814e2aab5e780fa42c1707_226)] | | | [removed: [108](#i7921dfde8e9c4b63bcc323dc0f7a461c_259)] [added: [101](#i31b569998c814e2aab5e780fa42c1707_226)] | | |

| Item 13: | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#i7921dfde8e9c4b63bcc323dc0f7a461c_262)] [added: Independence](#i31b569998c814e2aab5e780fa42c1707_229)] | | | [removed: [108](#i7921dfde8e9c4b63bcc323dc0f7a461c_262)] [added: [101](#i31b569998c814e2aab5e780fa42c1707_229)] | | |

| Item 14: | | | [Principal Accounting Fees and [removed: Services](#i7921dfde8e9c4b63bcc323dc0f7a461c_265)] [added: Services](#i31b569998c814e2aab5e780fa42c1707_232)] | | | [removed: [108](#i7921dfde8e9c4b63bcc323dc0f7a461c_265)] [added: [101](#i31b569998c814e2aab5e780fa42c1707_232)] | | |

| Item 15: | | | [Exhibits and Financial Statement [removed: Schedules](#i7921dfde8e9c4b63bcc323dc0f7a461c_271)] [added: Schedules](#i31b569998c814e2aab5e780fa42c1707_238)] | | | [removed: [109](#i7921dfde8e9c4b63bcc323dc0f7a461c_271)] [added: [102](#i31b569998c814e2aab5e780fa42c1707_238)] | | |

| Danbury, Connecticut | | | | | | 10 Priestly Road | | |

| (203) 837 - 2000 | | | | | | \+ 44 14 83 242200 | | |

For the fiscal year ended December 31, 2021

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

| Item 6: | | | [Reserved](#i31b569998c814e2aab5e780fa42c1707_40) | | | [17](#i31b569998c814e2aab5e780fa42c1707_40) | | |

| Item 9B: | | | [Other Information](#i31b569998c814e2aab5e780fa42c1707_214) | | | [99](#i31b569998c814e2aab5e780fa42c1707_214) | | |

| Item 9C: | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i31b569998c814e2aab5e780fa42c1707_2090) | | | [99](#i31b569998c814e2aab5e780fa42c1707_2090) | | |

| Item 11: | | | [Executive Compensation](#i31b569998c814e2aab5e780fa42c1707_223) | | | [100](#i31b569998c814e2aab5e780fa42c1707_223) | | |

| | | | | | | | | |

| | | | | | | | | |

| Item 16: | | | [Form 10-K Summary](#i31b569998c814e2aab5e780fa42c1707_1) | | | [108](#i31b569998c814e2aab5e780fa42c1707_244) | | |

| | | | | | | | | |

| [Signatures](#i31b569998c814e2aab5e780fa42c1707_247) | | | | | | [109](#i31b569998c814e2aab5e780fa42c1707_247) | | |

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

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

| | | | 10 Priestley Road, | | | | | | | | | | | | | | |

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

| Item 6: | | | [Selected Financial Data](#i7921dfde8e9c4b63bcc323dc0f7a461c_2552) | | | [17](#i7921dfde8e9c4b63bcc323dc0f7a461c_2552) | | |

| Item 9B: | | | [Other Information](#i7921dfde8e9c4b63bcc323dc0f7a461c_247) | | | [106](#i7921dfde8e9c4b63bcc323dc0f7a461c_247) | | |

| Item 11: | | | [Executive Compensation](#i7921dfde8e9c4b63bcc323dc0f7a461c_256) | | | [107](#i7921dfde8e9c4b63bcc323dc0f7a461c_256) | | |

| Item 16: | | | [Form 10-K Summary](#i7921dfde8e9c4b63bcc323dc0f7a461c_1) | | | [114](#i7921dfde8e9c4b63bcc323dc0f7a461c_277) | | |

| [Signatures](#i7921dfde8e9c4b63bcc323dc0f7a461c_280) | | | | | | [115](#i7921dfde8e9c4b63bcc323dc0f7a461c_280) | | |

[removed: Linde plc's] [added: Linde's] principal executive offices are located in [removed: owned] [added: leased] office space in Guildford, United [removed: Kingdom.][added: Kingdom and owned office space in Danbury, Connecticut.]

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

No significant portion of these assets was leased at December 31, [removed: 2020.][added: 2021.]

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

At December 31, [removed: 2020] [added: 2021] there were [removed: 8,947] [added: 8,363] shareholders of record.

*Purchases of Equity Securities* – Certain information regarding purchases made by or on behalf of the company or any affiliated purchaser (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended) of its ordinary shares during the three months ended December 31, [removed: 2020] [added: 2021] is provided below:

(1)On January [removed: 22, 2019] [added: 25, 2021] the [removed: company’s] [added: company's] board of directors approved the repurchase of [removed: $6.0] [added: $5.0] billion of its ordinary shares [removed: ("2019] [added: ("2021] program") which could take place from time to time on the open market (and could include the use of 10b5-1 trading plans), subject to market and business conditions.

(2)As of December 31, [removed: 2020,] [added: 2021,] the company repurchased [removed: $4.7] [added: $4.5] billion of its ordinary shares pursuant to the [removed: 2019] [added: 2021] program, leaving an additional [removed: $1.3] [added: $0.5] billion authorized under the [removed: 2019] [added: 2021] program.

On [removed: January 25, 2021] [added: February 28, 2022] the company's board of directors approved the repurchase of [removed: $5.0] [added: $10.0] billion of its ordinary shares [removed: ("2021] [added: ("2022] program") which could take place from time to time on the open market (and could include the use of 10b5-1 trading plans), subject to market and business conditions.

*Peer Performance Table –* The graph below compares the most recent five-year cumulative returns of the common stock of Praxair, the company's predecessor, through October 31, 2018 and Linde's ordinary shares for periods subsequent to October 31, 2018 with those of the Standard & Poor’s 500 Index ("SPX") and the S5 Materials Index ("S5MATR") which covers [removed: 22] [added: 28] companies, including Linde.

The figures assume an initial investment of $100 on December 31, [removed: 2015] [added: 2016] and that all dividends have been reinvested.

[removed: ][added: ]

| | | | [removed: 2015 | | |] 2016 | | | 2017 | | | 2018 | | | 2019 | | | 2020 | | | [added: 2021 | | |]

| October 2021 | | | 931 | | | | | | $ | 304.49 | | | | | 931 | | | | | | $ | 1,554 | |

| November 2021 | | | 1,570 | | | | | | $ | 329.60 | | | | | 1,570 | | | | | | $ | 1,037 | |

| December 2021 | | | 1,626 | | | | | | $ | 333.23 | | | | | 1,626 | | | | | | $ | 495 | |

| Fourth Quarter 2021 | | | 4,127 | | | | | | $ | 325.37 | | | | | 4,127 | | | | | | $ | 495 | |

The 2022 program has a maximum repurchase amount of 15% of outstanding shares, beginning on March 1, 2022 and expires on July 31, 2024.

| LIN | | | $100 | | | $135 | | | $139 | | | $194 | | | $244 | | | $325 | | |

| SPX | | | $100 | | | $122 | | | $117 | | | $153 | | | $181 | | | $233 | | |

| S5MATR | | | $100 | | | $124 | | | $106 | | | $132 | | | $159 | | | $202 | | |

| October 2020 | | | 666 | | | | | | $ | 230.39 | | | | | 666 | | | | | | $ | 1,549 | |

| November 2020 | | | 338 | | | | | | $ | 249.49 | | | | | 338 | | | | | | $ | 1,464 | |

| December 2020 | | | 746 | | | | | | $ | 252.20 | | | | | 746 | | | | | | $ | 1,276 | |

| Fourth Quarter 2020 | | | 1,750 | | | | | | $ | 243.38 | | | | | 1,750 | | | | | | $ | 1,276 | |

The 2019 program had a maximum repurchase amount of 15% of outstanding shares and expired on February 1, 2021 and any amounts that remained available under the 2019 program also expired.

| LIN | | | $100 | | | $117 | | | $159 | | | $164 | | | $228 | | | $286 | | |

| SPX | | | $100 | | | $112 | | | $136 | | | $131 | | | $172 | | | $203 | | |

| S5MATR | | | $100 | | | $117 | | | $145 | | | $123 | | | $154 | | | $186 | | |

| [Management’s Statement of Responsibility for Financial [removed: Statements](#i7921dfde8e9c4b63bcc323dc0f7a461c_109)] [added: Statements](#i31b569998c814e2aab5e780fa42c1707_103)] | | | [removed: [48](#i7921dfde8e9c4b63bcc323dc0f7a461c_109)] [added: [46](#i31b569998c814e2aab5e780fa42c1707_103)] | | |

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#i7921dfde8e9c4b63bcc323dc0f7a461c_112)] [added: Reporting](#i31b569998c814e2aab5e780fa42c1707_106)] | | | [removed: [48](#i7921dfde8e9c4b63bcc323dc0f7a461c_112)] [added: [46](#i31b569998c814e2aab5e780fa42c1707_106)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i7921dfde8e9c4b63bcc323dc0f7a461c_115)] [added: Firm](#i31b569998c814e2aab5e780fa42c1707_109) \[PCAOB ID 238\]] | | | [removed: [49](#i7921dfde8e9c4b63bcc323dc0f7a461c_115)] [added: [47](#i31b569998c814e2aab5e780fa42c1707_109)] | | |

| [Consolidated Statements of Income for the Years Ended December [removed: 31, 2020, 2019 and 2018](#i7921dfde8e9c4b63bcc323dc0f7a461c_121)] [added: 31,](#i31b569998c814e2aab5e780fa42c1707_115) [2021,](#i31b569998c814e2aab5e780fa42c1707_115) [2020](#i31b569998c814e2aab5e780fa42c1707_115) [and](#i31b569998c814e2aab5e780fa42c1707_115) [2019](#i31b569998c814e2aab5e780fa42c1707_115)] | | | [removed: [51](#i7921dfde8e9c4b63bcc323dc0f7a461c_121)] [added: [49](#i31b569998c814e2aab5e780fa42c1707_115)] | | |

| [Consolidated Statements of Comprehensive Income for the Years Ended December [removed: 31, 2020, 2019] [added: 31,](#i31b569998c814e2aab5e780fa42c1707_118) [2021, 2020] and [removed: 2018](#i7921dfde8e9c4b63bcc323dc0f7a461c_124)] [added: 2019](#i31b569998c814e2aab5e780fa42c1707_115)] | | | [removed: [52](#i7921dfde8e9c4b63bcc323dc0f7a461c_124)] [added: [50](#i31b569998c814e2aab5e780fa42c1707_118)] | | |

| [Consolidated Balance Sheets [removed: as](#i7921dfde8e9c4b63bcc323dc0f7a461c_127) [as] [added: as as] of December 31, [removed: 2020] [added: 2021] and [removed: 2019](#i7921dfde8e9c4b63bcc323dc0f7a461c_127)] [added: 2020](#i31b569998c814e2aab5e780fa42c1707_121)] | | | [removed: [53](#i7921dfde8e9c4b63bcc323dc0f7a461c_127)] [added: [51](#i31b569998c814e2aab5e780fa42c1707_121)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December [removed: 31, 2020, 2019] [added: 31,](#i31b569998c814e2aab5e780fa42c1707_124) [2021, 2020] and [removed: 2018](#i7921dfde8e9c4b63bcc323dc0f7a461c_133)] [added: 2019](#i31b569998c814e2aab5e780fa42c1707_115)] | | | [removed: [54](#i7921dfde8e9c4b63bcc323dc0f7a461c_133)] [added: [52](#i31b569998c814e2aab5e780fa42c1707_124)] | | |

| [Consolidated Statements of Equity for the Years Ended December [removed: 31, 2020, 2019] [added: 31,](#i31b569998c814e2aab5e780fa42c1707_127) [2021, 2020] and [removed: 2018](#i7921dfde8e9c4b63bcc323dc0f7a461c_136)] [added: 2019](#i31b569998c814e2aab5e780fa42c1707_115)] | | | [removed: [56](#i7921dfde8e9c4b63bcc323dc0f7a461c_136)] [added: [54](#i31b569998c814e2aab5e780fa42c1707_127)] | | |

| [Note 1. Summary of Significant Accounting [removed: Policies](#i7921dfde8e9c4b63bcc323dc0f7a461c_148)] [added: Policies](#i31b569998c814e2aab5e780fa42c1707_133)] | | | [removed: [58](#i7921dfde8e9c4b63bcc323dc0f7a461c_148)] [added: [55](#i31b569998c814e2aab5e780fa42c1707_133)] | | |

| [Note 2. Business [removed: Combination](#i7921dfde8e9c4b63bcc323dc0f7a461c_2536) [and Divestitures](#i7921dfde8e9c4b63bcc323dc0f7a461c_2536)] [added: Combination and Divestitures](#i31b569998c814e2aab5e780fa42c1707_136)] | | | [removed: [61](#i7921dfde8e9c4b63bcc323dc0f7a461c_2536)] [added: [58](#i31b569998c814e2aab5e780fa42c1707_136)] | | |

| [Note 3. Cost Reduction Programs and Other [removed: Charges](#i7921dfde8e9c4b63bcc323dc0f7a461c_163)] [added: Charges](#i31b569998c814e2aab5e780fa42c1707_139)] | | | [removed: [64](#i7921dfde8e9c4b63bcc323dc0f7a461c_163)] [added: [59](#i31b569998c814e2aab5e780fa42c1707_139)] | | |

| [Note 5. Income [removed: Taxes](#i7921dfde8e9c4b63bcc323dc0f7a461c_169)] [added: Taxes](#i31b569998c814e2aab5e780fa42c1707_148)] | | | [removed: [67](#i7921dfde8e9c4b63bcc323dc0f7a461c_169)] [added: [63](#i31b569998c814e2aab5e780fa42c1707_148)] | | |

| [Note 6. Earnings Per Share – Linde plc [removed: Shareholders](#i7921dfde8e9c4b63bcc323dc0f7a461c_172)] [added: Shareholders](#i31b569998c814e2aab5e780fa42c1707_151)] | | | [removed: [73](#i7921dfde8e9c4b63bcc323dc0f7a461c_172)] [added: [67](#i31b569998c814e2aab5e780fa42c1707_151)] | | |

| [Note 7. Supplemental [removed: Information](#i7921dfde8e9c4b63bcc323dc0f7a461c_178)] [added: Information](#i31b569998c814e2aab5e780fa42c1707_154)] | | | [removed: [73](#i7921dfde8e9c4b63bcc323dc0f7a461c_178)] [added: [68](#i31b569998c814e2aab5e780fa42c1707_154)] | | |

| [Note 8. Property, Plant and Equipment – [removed: Net](#i7921dfde8e9c4b63bcc323dc0f7a461c_184)] [added: Net](#i31b569998c814e2aab5e780fa42c1707_157)] | | | [removed: [77](#i7921dfde8e9c4b63bcc323dc0f7a461c_184)] [added: [72](#i31b569998c814e2aab5e780fa42c1707_157)] | | |

| [Note 10. Other Intangible [removed: Assets](#i7921dfde8e9c4b63bcc323dc0f7a461c_193)] [added: Assets](#i31b569998c814e2aab5e780fa42c1707_163)] | | | [removed: [78](#i7921dfde8e9c4b63bcc323dc0f7a461c_193)] [added: [73](#i31b569998c814e2aab5e780fa42c1707_163)] | | |

| [Note 11. [removed: Debt](#i7921dfde8e9c4b63bcc323dc0f7a461c_196)] [added: Debt](#i31b569998c814e2aab5e780fa42c1707_166)] | | | [removed: [80](#i7921dfde8e9c4b63bcc323dc0f7a461c_196)] [added: [75](#i31b569998c814e2aab5e780fa42c1707_166)] | | |

| [Note 12. Financial [removed: Instruments](#i7921dfde8e9c4b63bcc323dc0f7a461c_202)] [added: Instruments](#i31b569998c814e2aab5e780fa42c1707_172)] | | | [removed: [81](#i7921dfde8e9c4b63bcc323dc0f7a461c_202)] [added: [76](#i31b569998c814e2aab5e780fa42c1707_172)] | | |

| [Note 13. Fair Value [removed: Disclosures](#i7921dfde8e9c4b63bcc323dc0f7a461c_205)] [added: Disclosures](#i31b569998c814e2aab5e780fa42c1707_175)] | | | [removed: [84](#i7921dfde8e9c4b63bcc323dc0f7a461c_205)] [added: [79](#i31b569998c814e2aab5e780fa42c1707_175)] | | |

| [Note 14. Equity and Noncontrolling [removed: Interests](#i7921dfde8e9c4b63bcc323dc0f7a461c_208)] [added: Interests](#i31b569998c814e2aab5e780fa42c1707_178)] | | | [removed: [85](#i7921dfde8e9c4b63bcc323dc0f7a461c_208)] [added: [80](#i31b569998c814e2aab5e780fa42c1707_178)] | | |

| [Note 15. Share-Based [removed: Compensation](#i7921dfde8e9c4b63bcc323dc0f7a461c_214)] [added: Compensation](#i31b569998c814e2aab5e780fa42c1707_181)] | | | [removed: [87](#i7921dfde8e9c4b63bcc323dc0f7a461c_214)] [added: [81](#i31b569998c814e2aab5e780fa42c1707_181)] | | |

| [Note 16. Retirement [removed: Programs](#i7921dfde8e9c4b63bcc323dc0f7a461c_220)] [added: Programs](#i31b569998c814e2aab5e780fa42c1707_187)] | | | [removed: [89](#i7921dfde8e9c4b63bcc323dc0f7a461c_220)] [added: [83](#i31b569998c814e2aab5e780fa42c1707_187)] | | |

| [Note 17. Commitments and [removed: Contingencies](#i7921dfde8e9c4b63bcc323dc0f7a461c_226)] [added: Contingencies](#i31b569998c814e2aab5e780fa42c1707_193)] | | | [removed: [99](#i7921dfde8e9c4b63bcc323dc0f7a461c_226)] [added: [92](#i31b569998c814e2aab5e780fa42c1707_193)] | | |

| [Note 18. Segment [removed: Information](#i7921dfde8e9c4b63bcc323dc0f7a461c_229)] [added: Information](#i31b569998c814e2aab5e780fa42c1707_196)] | | | [removed: [100](#i7921dfde8e9c4b63bcc323dc0f7a461c_229)] [added: [93](#i31b569998c814e2aab5e780fa42c1707_196)] | | |

| [Note 19. Revenue [removed: Recognition](#i7921dfde8e9c4b63bcc323dc0f7a461c_232)] [added: Recognition](#i31b569998c814e2aab5e780fa42c1707_199)] | | | [removed: [102](#i7921dfde8e9c4b63bcc323dc0f7a461c_232)] [added: [95](#i31b569998c814e2aab5e780fa42c1707_199)] | | |

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

Based on this evaluation, management concluded that the company’s internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]

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, [removed: 2020] [added: 2021] as stated in their report.

| Matthew J. White Chief Financial Officer | | | | | | [removed: March 1, 2021] [added: February 28, 2022] | | |

We have audited the accompanying consolidated balance sheets of Linde plc and its subsidiaries (the “Company”) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of income, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020] [added: 2021] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

As described in Note 19 to the consolidated financial statements, [removed: $2,851] [added: $2,867] million of the Company’s total revenues for the year ended December 31, [removed: 2020] [added: 2021] was generated from [removed: the] sale of equipment contracts.

The principal considerations for our determination that performing procedures relating to revenue recognition - estimated costs at completion is a critical audit matter are (i) the significant judgment by management when developing the estimated costs at completion for [removed: the] sale of equipment contracts; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to the estimated costs at completion and management’s significant assumptions related to the total estimated material and labor costs; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over developing the estimated costs at completion for [removed: the] sale of equipment contracts.

These procedures also included, among others, evaluating and testing management’s process for developing the estimated costs at completion for [removed: the] sale of equipment contracts, which included evaluating the reasonableness of management’s significant assumptions related to the total estimated material and labor costs.

Evaluating the reasonableness of management’s significant assumptions involved evaluating management’s ability to reasonably estimate costs at completion for [removed: 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.

| Year Ended December 31, | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Sales | | | $ | [removed: 27,243] [added: 30,793] | | | | | $ | [removed: 28,228] [added: 27,243] | | | | | $ | [removed: 14,836] [added: 28,228] | |

| [Note 4. Leases](#i31b569998c814e2aab5e780fa42c1707_142) | | | [62](#i31b569998c814e2aab5e780fa42c1707_142) | | |

| [Note 9. Goodwill](#i31b569998c814e2aab5e780fa42c1707_160) | | | [72](#i31b569998c814e2aab5e780fa42c1707_160) | | |

February 28, 2022

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| Issuances of ordinary shares: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Purchases of ordinary shares | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,640 | | | | | | (4,643) | | | | | | (4,643) | | | | | | | | | | | | (4,643) | | |

| *Balance, December 31, 2021* | | | 552,013 | | | | | | $ | 1 | | | | | $ | 40,180 | | | | | $ | 18,710 | | | | | $ | (5,048) | | | | | 43,332 | | | | | | $ | (9,808) | | | | | $ | 44,035 | | | | | $ | 1,393 | | | | | $ | 45,428 | |

The liability is initially measured at fair

characteristics of the intangible asset.

The fair value of the joint venture at January 1, 2021 was determined using a discounted cash flow model and approximated the carrying amount of its net assets.

The net carrying value of $852 million was mainly comprised of assets of approximately $1.9 billion (primarily Other intangibles and Property plant and equipment - net), net of liabilities of approximately $1.0 billion.

Upon deconsolidation an equity investment was recorded representing Linde's share of the joint venture's net assets.

The deconsolidation resulted in a gain of $52 million recorded within cost reduction programs and other charges (see Note 3) related to the release of the CTA balance recorded within AOCI.

The company did not receive any consideration, cash or otherwise, as part of the deconsolidation.

| | | | Year Ended December 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Americas | | | $ | 4 | | | | | $ | 2 | | | | | 6 | | | | | | (6) | | | | | | $ | — | |

| EMEA | | | 204 | | | | | | 33 | | | | | | 237 | | | | | | 1 | | | | | | 238 | | |

| APAC | | | 16 | | | | | | 12 | | | | | | 28 | | | | | | (50) | | | | | | (22) | | |

| Total | | | $ | 259 | | | | | $ | 79 | | | | | $ | 338 | | | | | $ | (65) | | | | | $ | 273 | |

These amounts primarily represent charges related to the execution of the company's

The 2021 pretax benefit was primarily due to a $52 million gain triggered by a joint venture deconsolidation in the APAC segment in the first quarter (see Note 2).

After-tax charges also include the impact of the below items.

| [Note 4. Leases](#i7921dfde8e9c4b63bcc323dc0f7a461c_166) | | | [66](#i7921dfde8e9c4b63bcc323dc0f7a461c_166) | | |

| [Note 9. Goodwill](#i7921dfde8e9c4b63bcc323dc0f7a461c_190) | | | [77](#i7921dfde8e9c4b63bcc323dc0f7a461c_190) | | |

| [Note 20. Subsequent Events](#i7921dfde8e9c4b63bcc323dc0f7a461c_238) | | | [105](#i7921dfde8e9c4b63bcc323dc0f7a461c_238) | | |

| | | | | | | | | |

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

March 1, 2021

| Cash acquired in merger transaction | | | — | | | | | | — | | | | | | 1,363 | | |

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

| | | | Linde plc Shareholders’ Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Ordinary shares | | | | | | | | | | | | Additional Paid-in Capital | | | | | | Retained Earnings | | | | | | Accumulated Other Comprehensive Income (Loss) (Note 7) | | | | | | Treasury Stock | | | | | | | | | | | | Linde plc Shareholders’ Equity | | | | | | Noncontrolling Interests | | | | | | Total Equity | | |

| Activity | | | Shares | | | | | | Amounts | | | | | | Shares | | | | | | Amounts | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| *Balance, December 31, 2017* | | | 383,231 | | | | | | $ | 4 | | | | | $ | 4,084 | | | | | $ | 13,224 | | | | | $ | (4,098) | | | | | 96,454 | | | | | | $ | (7,196) | | | | | $ | 6,018 | | | | | $ | 493 | | | | | $ | 6,511 | |

| Issuances of common stock: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| For the dividend reinvestment and stock purchase plan | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (31) | | | | | | 5 | | | | | | 5 | | | | | | | | | | | | 5 | | |

| Purchases of common stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,079 | | | | | | (630) | | | | | | (630) | | | | | | | | | | | | (630) | | |

| Impact of Tax Reform | | | | | | | | | | | | | | | | | | | | | 93 | | | | | | (93) | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | — | | |

| Impact of Merger | | | 167,824 | | | | | | (3) | | | | | | 36,178 | | | | | | | | | | | | | | | | | | (95,324) | | | | | | 7,113 | | | | | | 43,288 | | | | | | 5,146 | | | | | | 48,434 | | |

| Redemption value adjustments (Note 14) | | | | | | | | | | | | | | | | | | | | | (8) | | | | | | | | | | | | | | | | | | | | | | | | (8) | | | | | | | | | | | | (8) | | |

| For the dividend reinvestment and stock purchase plan | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | — | | |

The company’s asset-retirement obligations are

During the fourth quarter of fiscal year 2019, the company changed the date of its annual goodwill impairment test from April 30 to October 1.

The change was made to more closely align the impairment testing date with the company’s planning process.

During the fourth quarter of fiscal year 2019, the company changed the date of its annual impairment test from April 30 to October 1.

- Credit Losses on Financial Instruments –In June 2016, the FASB issued updated guidance on the measurement of credit losses.

The guidance introduces a new accounting model for expected credit losses on financial instruments, including trade receivables, based on estimates of current expected credit losses.

This guidance is effective for the company beginning in the first quarter 2020 and requires companies to apply the change in accounting on a modified retrospective basis.

- Simplifying the Test for Goodwill Impairment – In January 2017, the FASB issued updated guidance on the measurement of goodwill.

The new guidance eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge.

The guidance is effective for the company beginning in the first quarter 2020.

- Fair Value Measurement Disclosures - In August 2018, the FASB issued guidance that modifies the disclosure requirements for fair value measurements.

The guidance is effective in fiscal year 2020, with early adoption permitted.

Certain amendments must be applied prospectively while other amendments must be applied retrospectively.

- Retirement Benefit Disclosures - In August 2018, the FASB issued guidance that modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement benefit plans.

The guidance is effective in fiscal year 2020, with early adoption permitted, and must be applied on a retrospective basis.

The adoption of the guidance had an immaterial impact on the consolidated financial statements impacting disclosure only.

Accounting Standards to be Implemented

The company is currently assessing the impact that adopting this guidance will have on its consolidated financial statements and does not expect this guidance to have a material impact.

We are currently evaluating the impact of this guidance on our consolidated financial statements.

In connection with the business combination, each share of common stock of Praxair par value $0.01 per share, (excluding any shares held in treasury immediately prior to the effective time of the merger, which were automatically canceled and retired for no consideration) was converted into one ordinary share, par value €0.001 per share, of Linde plc.

Additionally, each tendered share of common stock of Linde AG was converted into 1.54 ordinary shares of Linde plc.

Based on an evaluation of the effectiveness of Linde’s disclosure controls and procedures, which was made under the supervision and with the participation of management, including Linde’s principal executive officer and principal financial officer, the principal executive officer and principal financial officer have each concluded that, as of December 31, [removed: 2020,] [added: 2021,] such disclosure controls and procedures are effective in ensuring that information required to be disclosed by Linde in reports that it files or submits under the Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and accumulated and communicated to management including Linde’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

Refer to Item 8 for Management’s Report on Internal Control Over Financial Reporting as of December 31, [removed: 2020.][added: 2021.]

There were no changes in Linde’s internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2020] [added: 2021] that have materially affected, or are reasonably likely to materially affect, Linde’s internal control over financial reporting.

[Table of Content](#i7921dfde8e9c4b63bcc323dc0f7a461c_7)[s](#i7921dfde8e9c4b63bcc323dc0f7a461c_7)

PART III

None.

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 - "Delinquent Section 16 (a) Reports" in Linde’s Proxy Statement to be filed by April 30, [removed: 2021] [added: 2022] for the Annual General Meeting.

[removed: McVay and] [added: McVay,] Dr. Victoria [removed: Ossadnik,] [added: Ossadnik] and [added: Alberto Weisser and] each member is independent within the meaning of the independence standards adopted by the Board of Directors and those of the New York Stock Exchange.

Dr. Clemens Börsig [removed: is an] [added: and Alberto Weisser satisfy the criteria adopted by the SEC to serve as] “audit committee financial [removed: expert”] [added: experts”] as defined by Item 407(d)(5)(ii) of Regulation S-K of the Exchange Act and is independent within the meaning of the independence standards adopted by the Board of Directors and those of the New York Stock Exchange.

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: 2021] [added: 2022] for the Annual General Meeting.

[Table of Content](#i7921dfde8e9c4b63bcc323dc0f7a461c_7)[s](#i7921dfde8e9c4b63bcc323dc0f7a461c_7)

*Equity Compensation Plans Information -* The table below provides information as of December 31, [removed: 2020] [added: 2021] 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.

(1)This amount includes [removed: 688,170] [added: 636,715] restricted shares and [removed: 437,110] [added: 610,245] performance shares.

(2)This amount includes [removed: 5,117,443] [added: 8,995,710] shares available for future issuance pursuant to the [removed: Amended and Restated 2009] [added: 2021] Linde [added: plc] Long Term Incentive [removed: Plan assumed by Linde,] [added: Plan,] and [removed: 277,553] [added: 285,113] shares available for future issuance pursuant to the Long Term Incentive Plan 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: 2021] [added: 2022] for the Annual General Meeting.

| Equity compensation plans approved by shareholders | | | 8,414,538 | | | (1) | | | $ | 152.57 | | | | | 9,280,823 | | | (2) | | |

| Total | | | 8,414,538 | | | | | | $ | 152.57 | | | | | 9,280,823 | | | | | |

| Equity compensation plans approved by shareholders | | | 9,192,326 | | | (1) | | | $ | 136.05 | | | | | 5,394,996 | | | (2) | | |

| Total | | | 9,192,326 | | | | | | $ | 136.05 | | | | | 5,394,996 | | | | | |

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: 2021] [added: 2022] 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: 2021] [added: 2022] for the Annual General Meeting.

[Table of Content](#i7921dfde8e9c4b63bcc323dc0f7a461c_7)[s](#i7921dfde8e9c4b63bcc323dc0f7a461c_7)

(i)The company’s [removed: 2020] [added: 2021] Consolidated Financial Statements and the Report of the Independent Registered Public Accounting Firm are included in Part II, Item 8.

| [removed: 4.10] [added: 4.11] | | | | | | Copies of the agreements related 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. | | |

| [removed: *10.02] [added: *10.03] | | | | | | [Long Term Incentive Plan 2018 of Linde plc (Filed as Exhibit 4.4 to the Company’s Form S-8, filed on October 31, 2018, File No. 333-228084, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1707925/000119312518313288/d645241dex44.htm) | | |

| [removed: *10.03] [added: *10.04] | | | | | | [Linde plc Annual Variable Compensation Plan effective January 1, 2019 (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 25, 2019, File No. 1-38730, and is incorporated hereby by reference).](http://www.sec.gov/Archives/edgar/data/1707925/000165495419000757/lin_ex10-1.htm) | | |

| [removed: *10.04] [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: *10.04a] [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: *10.04b] [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: *10.04c] [added: *10.05c] | | | | | | [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).](https://www.sec.gov/Archives/edgar/data/884905/000088490518000014/px-20171231xex1005m.htm) | | |

| [removed: *10.04d] [added: *10.05d] | | | | | | [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: *10.04e] [added: *10.05e] | | | | | | [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: *10.04f] [added: *10.05f] | | | | | | [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: *10.04g] [added: *10.05g] | | | | | | [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: *10.04h] [added: *10.05h] | | | | | | [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: *10.05] [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: *10.05a] [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: *10.05b] [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: *10.05c] [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).](https://www.sec.gov/Archives/edgar/data/884905/000088490518000014/px-20171231xex1005k.htm) | | |

| [removed: *10.05d] [added: *10.06d] | | | | | | [Linde Inc. 2018 Equalization Benefit Plan, Amended and Restated effective September 1, 2020 (Filed as Exhibit 10.5 to Linde plc's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, Filing No. 1-38730, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1707925/000162828020015678/lin-q3202010qex105.htm) | | |

| [removed: *10.05e] [added: *10.06e] | | | | | | [Linde Inc. 2018 Supplemental Retirement Income Plan A, Amended and Restated effective September 1, 2020 (Filed as Exhibit 10.3 to Linde plc’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, Filing No. 1-38730, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1707925/000162828020015678/lin-q3202010qex103.htm) | | |

| [removed: *10.05f] [added: *10.06f] | | | | | | [Linde Inc. 2018 [removed: Supple](https://www.sec.gov/Archives/edgar/data/1707925/000162828020015678/lin-q3202010qex104.htm)[mental] [added: Supplemental] Retirement Income Plan B, Amended and Restated effective September 1, [removed: 2020](https://www.sec.gov/Archives/edgar/data/1707925/000162828020015678/lin-q3202010qex104.htm) [(Filed] [added: 2020 (Filed] as Exhibit 10.4 to Linde plc's Quarterly Report on Form 10-Q for the quarter ended [removed: Septem](https://www.sec.gov/Archives/edgar/data/1707925/000162828020015678/lin-q3202010qex104.htm)[be](https://www.sec.gov/Archives/edgar/data/1707925/000162828020015678/lin-q3202010qex104.htm)[r] [added: September] 30, 2020, Filing No. 1-38730, and incorporated herein by [removed: re](https://www.sec.gov/Archives/edgar/data/1707925/000162828020015678/lin-q3202010qex104.htm)[ference).](https://www.sec.gov/Archives/edgar/data/1707925/000162828020015678/lin-q3202010qex104.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1707925/000162828020015678/lin-q3202010qex104.htm)] | | |

| [removed: *10.06] [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: *10.07] [added: *10.08] | | | | | | [Linde Compensation Deferral Program Amended and Restated effective September 1, 2020 (Filed as Exhibit 10.2 to Linde plc's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020. Filing No. 1-38730, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1707925/000162828020015678/lin-q3202010qex102.htm) | | |

| [removed: *10.08] [added: *10.10] | | | | | | [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: *10.09] [added: *10.11] | | | | | | [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: *10.09a] [added: *10.11a] | | | | | | [First Amendment, dated as of April 25, 2017, to the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan (Filed as Exhibit 10.01 to Praxair, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, Filing No. 1-11037, and is incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/884905/000088490517000029/px-20170331xex1001.htm) | | |

| [removed: *10.09b] [added: *10.11b] | | | | | | [Second Amendment dated September 8, 2020 to the Amended and Restated 2009 Praxair, Inc Long Term Incentive Plan (Filed as Exhibit 10.1 to Linde plc's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, Filing No. 1-38730, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1707925/000162828020015678/lin-q3202010qex101.htm) | | |

| [removed: *10.09c] [added: *10.11c] | | | | | | [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: *10.09d] [added: *10.11d] | | | | | | [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: *10.09e] [added: *10.11e] | | | | | | [Form of Transferable Option Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants made in 2015-2017 (Filed as Exhibit 10.26 to Praxair, Inc.'s 2014 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/884905/000088490515000016/px-20141231xex1026.htm) | | |

| [removed: *10.09f] [added: *10.11f] | | | | | | [Form of Transferable Option Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants made in 2018 (Filed as Exhibit 10.26a to Praxair, Inc.’s 2017 Annual Report on Form 10-K, File No. 1-11037, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/884905/000088490518000014/px-20171231xex1026a.htm) | | |

| [removed: *10.09g] [added: *10.11g] | | | | | | [Form of Restricted Stock Unit Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants made in 2018 (Filed as Exhibit 10.27a to Praxair, Inc.’s 2017 Annual Report on Form 10-K, File No. 1-11037, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/884905/000088490518000014/px-20171231xex1027a.htm) | | |

| [removed: *10.09h] [added: *10.11h] | | | | | | [Form of Non-Employee Director Restricted Stock Unit Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants made in 2019 and thereafter (Filed as Exhibit 10.10i to Linde plc's 2019 Annual Report on Form 10-K, Filing No. 1-38730, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1707925/000170792520000015/lindeplc-20191231ex1010i.htm) | | |

| [removed: *10.09i] [added: *10.11i] | | | | | | [Form of Transferable Option Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants beginning in 2019 (Filed as Exhibit 10.11L to Linde plc’s 2018 Annual Report on Form 10-K, Filing No. 1-38730, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1707925/000162828019003050/exhibit1011l.htm) | | |

| [removed: *10.09j] [added: *10.11j] | | | | | | [Form of Restricted Stock Unit Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants beginning in 2019 (Filed as Exhibit 10.11M to Linde plc’s 2018 Annual Report on Form 10-K, Filing No. 1-38730, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1707925/000162828019003050/exhibit1011m.htm) | | |

| [removed: *10.09k] [added: *10.11k] | | | | | | [Form of Performance Share Unit Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants beginning in 2019 with Return on Capital performance metrics (Filed as Exhibit 10.11N to Linde plc’s 2018 Annual Report on Form 10-K, Filing No. 1-38730, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1707925/000162828019003050/exhibit1011n.htm) | | |

| [removed: *10.09l] [added: *10.11l] | | | | | | [Form of Performance Share Unit Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants beginning in 2019 with Total Shareholder Return performance metrics (Filed as Exhibit 10.11O to Linde plc’s 2018 Annual Report on Form 10-K, Filing No. 1-38730, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1707925/000162828019003050/exhibit1011o.htm) | | |

| [removed: *10.10] [added: *10.12] | | | | | | [removed: [Form of Employer-Funded Pension Plan Executive] [added: [Pension] Agreement [removed: of] [added: among] Linde [removed: AG] [added: AG, Linde Holding GmbH and Mr. Sanjiv Lamba, dated December 20, 2019] (Filed as Exhibit [removed: 10.14] [added: 10.13a] to Linde [removed: plc’s 2018] [added: plc's 2019] Annual Report on Form 10-K, Filing No. 1-38730, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/1707925/000162828019003050/a1014a.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1707925/000170792520000015/lindeplc-20191231ex101.htm)] | | |

| [removed: *10.11] [added: *10.15] | | | | | | [Form of Linde [removed: AG Executive Employment] [added: plc Director Indemnification] Agreement (Filed as Exhibit [removed: 10.15] [added: 10.1] to [removed: Linde plc’s 2018 Annual] [added: the Company’s Current] Report on Form [removed: 10-K, Filing] [added: 8-K, filed on October 31, 2018, File] No. [removed: 1-38730,] [added: 333-218485,] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/1707925/000162828019003050/a1015.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1707925/000119312518313073/d643979dex101.htm)] | | |

| [removed: *10.12] [added: 10.13] | | | | | | [removed: [Service Agreement by and] [added: [Offer Letter] between Linde [removed: Holding GmbH] [added: plc] and [removed: Mr.] Sanjiv [removed: Lamba,] [added: Lamba] dated [removed: December 20, 2019] [added: November 12, 2021] (Filed as Exhibit [removed: 10.13] [added: 10.1] to Linde [removed: plc's 2019 Annual Report] [added: plc’s current report] on Form [removed: 10-K, Filing] [added: 8-K dated November 18, 2021, File] No. 1-38730, and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/1707925/000170792520000015/lindeplc-20191231ex1013.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1707925/000119312521333670/d204657dex101.htm)] | | |

| [removed: *10.12b] [added: 10.14] | | | | | | [removed: [Pension] [added: [Nondisclosure, Nonsolicitation and Noncompetition] Agreement [removed: among Linde AG,] [added: between] Linde [removed: Holding GmbH] [added: Inc.] and [removed: Mr.] Sanjiv [removed: Lamba,] [added: Lamba] dated [removed: December 20, 2019] [added: as of November 7, 2021] (Filed as Exhibit [removed: 10.13a] [added: 10.2] to Linde [removed: plc's 2019 Annual Report] [added: plc’s current report] on Form [removed: 10-K, Filing] [added: 8-K dated November 18, 2021, File] No. 1-38730, and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/1707925/000170792520000015/lindeplc-20191231ex101.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/86312/000104746910000972/a2196528zex-10_43.htm)] | | |

| 4.10 | | | | | | [Amended and Restated Fiscal Agency Agreement, dated August 3, 2021, among Linde plc, as Issuer and as Guarantor, Linde Finance B.V., as Issuer, and Deutsche Bank Aktiengesellschaft, as Fiscal Agent and Paying Agent (Filed as Exhibit 4.6 to Linde plc 's current report on Form 8-K, dated September 30, 2021, Filing No. 1-38730, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1707925/000119312521288256/d119415dex46.htm) | | |

| *10.0e | | | | | | [Form of Non-Employee Director Restricted Stock Unit Award Under the 2021 Linde plc Long Term Incentive Plan is filed herewith](https://www.sec.gov/Archives/edgar/data/1707925/000162828022004180/lindeplc-20211231ex100e.htm) | | |

| *10.02 | | | | | | [2021 Linde plc Long Term Incentive Plan, Effective as of July 26, 2021 (Filed as Exhibit 10.01 to Linde plc’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, Filing No. 1-38730, and incorporated herein by reference.)](https://www.sec.gov/Archives/edgar/data/0001707925/000162828021015013/lin-q2202110qex1001.htm). | | |

| *10.02a | | | | | | [Form of Transferable Stock Option Award Under the 2021 Linde plc Long Term Incentive Plan (Filed as Exhibit 10.01 to Linde plc’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, Filing No. 1-38730, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1707925/000162828021020801/lin-q3202110qex101.htm) | | |

| *10.02b | | | | | | [Form of Restricted Stock Unit Award Under the Linde plc Long Term Incentive Plan (Filed as Exhibit 10.02 to Linde plc’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, Filing No. 1-38730, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1707925/000162828021020801/lin-q3202110qex102.htm) | | |

| *10.02c | | | | | | [Form of Performance Share Unit Award Under the 2021 Linde plc Long Term Incentive Plan with Return on Capital performance metrics (Filed as Exhibit 10.03 to Linde plc’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, Filing No. 1-38730, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1707925/000162828021020801/lin-q3202110qex103.htm) | | |

| *10.02d | | | | | | [Form of Performance Share Unit Award Under the 2021 Linde plc Long Term Incentive Plan with Total Shareholder Return performance metrics (Filed as Exhibit 10.04 to Linde plc’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, Filing No. 1-38730, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1707925/000162828021020801/lin-q3202110qex104.htm) | | |

| *10.09 | | | | | | [First Amendment to the Linde Compensation Deferral Program effective April 1, 2021. (Filed as Exhibit 10.01 to Linde plc’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021. Filing No. 1-38730 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1707925/000162828021009226/lin-q1202110qex101.htm) | | |

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[Table of Content](#i7921dfde8e9c4b63bcc323dc0f7a461c_7)[s](#i7921dfde8e9c4b63bcc323dc0f7a461c_7)

| *10.11a | | | | | | [Form of Change Control Appendix to Linde AG Executive Employment Agreement. (Filed as Exhibit 10.15A to Linde plc’s 2018 Annual Report on Form 10-K, Filing No. 1-38730, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1707925/000162828019003050/a1015a.htm) | | |

| *10.12a | | | | | | [Long Term Assignment Contract as Addendum to Service Agreement by and between Linde Holding GmbH and Mr. Sanjiv Lamba, dated December 12, 2020](https://www.sec.gov/Archives/edgar/data/1707925/000162828021003574/lindeplc-20201231ex1013a.htm) | | |

| *10.13 | | | | | | [Form of Linde plc Director Indemnification Agreement (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 31, 2018, File No. 333-218485, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1707925/000119312518313073/d643979dex101.htm) | | |

| Date: [removed: March 1, 2021] [added: February 28, 2022] | | | | | | | | | By: | | | /s/ KELCEY E. HOYT | | | | | | | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on [removed: March 1, 2021.][added: February 28, 2022.]

| Robert L. Wood Director | | | | | | [added: Alberto Weisser Director] | | | | | | [added: Josef Kaeser Director] | | |

| /s/ ROBERT L. WOOD | | | | | | /s/ ALBERTO WEISSER | | | | | | /s/ JOSEF KAESER | | |

[Table of Content](#i7921dfde8e9c4b63bcc323dc0f7a461c_7)[s](#i7921dfde8e9c4b63bcc323dc0f7a461c_7)

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