Linde (LIN) 10-K risk factor changes: FY2022 vs FY2021

Linde serves a diverse group of industries across more than [removed: 100] [added: 80] countries, which generally leads to financial stability through various business cycles.

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

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

As of December 31, [removed: 2021,] [added: 2022,] the net carrying value of goodwill and other indefinite-lived intangible assets was [removed: $27] [added: $26] billion and $2 billion, respectively, primarily as a result of the business combination and the related acquisition method of accounting applied to Linde AG.

The occurrence of catastrophic events or natural disasters such as extreme weather, including hurricanes and floods; health epidemics; [added: pandemics, such as COVID-19;] and acts of war or terrorism, could disrupt or delay Linde’s ability to produce and distribute its products to customers and could potentially expose Linde to third-party liability claims.

[removed: If Linde’s research and] development activities do not keep pace with competitors or if Linde does not create new technologies that benefit customers, future results of operations could be adversely affected.

[added: 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.

value of assets and liabilities and related equity.

If Linde’s research and

Following the Reorganization, New Linde will seek Irish High Court approval for the creation of distributable reserves.

New Linde expects this will be forthcoming, but cannot guarantee this, and until distributable reserves of New Linde are created, New Linde will be unable to make distributions by way of dividends, share repurchases or otherwise under Irish law.

Under Irish law, dividends may only be paid and share repurchases and redemptions must generally be funded only out of “distributable reserves,” which New Linde will not have immediately following the Reorganization.

The creation of distributable reserves of New Linde involves a reduction in New Linde’s undenominated share capital which requires the approval of the Irish High Court.

The approval of the Irish High Court is expected within eight weeks following the Reorganization becoming effective.

This approval is the same process successfully followed by Linde immediately after the Linde AG – Praxair, Inc. merger in 2018.

New Linde is not aware of any reason why the Irish High Court would not approve the creation of distributable reserves in this manner; however, the issuance of the required order is a matter for the discretion of the Irish High Court.

In the event that distributable reserves of New Linde are not created, no distributions by way of dividends, share repurchases or otherwise will be permitted under Irish law until such time as New Linde has created sufficient distributable reserves from its business activities, except that New Linde will be able to pay any dividends declared by the company prior to the Reorganization becoming effective.

The COVID-19 global pandemic could materially adversely affect our results of operations.

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.

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.

These measures have impacted and may further impact our workforce and operations, the operations of our customers, vendors and suppliers.

There is considerable uncertainty regarding such measures and potential future measures, and restrictions on our access to our manufacturing facilities or on our support operations or workforce, or similar limitations for our vendors and suppliers, and restrictions or disruptions of transportation, such as reduced availability of air transport, port closures, and increased border controls or closures, could limit our capacity to meet customer demand and have a material adverse effect on our results of operations.

These restrictions and disruptions could affect our performance on our contracts.

Furthermore, COVID-19 has impacted and may further impact the broader economies of affected countries, including negatively impacting economic growth, the proper functioning of financial and capital markets, foreign currency exchange rates, and interest rates.

Risks related to economic conditions are described in our Principal Risks and Uncertainties titled “Weakening economic conditions in markets in which Linde does business may adversely impact its financial results and/or cash flows” and “Macroeconomic factors may impact Linde’s ability to obtain financing or increase the cost of obtaining financing which may adversely impact Linde’s financial results and/or cash flows."

In addition, Linde has contracts or commitments for, or readily

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

| Business Overview | | | [removed: [19](#i31b569998c814e2aab5e780fa42c1707_46)] [added: [19](#id0877c2431d64db0b56875ef3cbcf5bf_46)] | | |

| Executive Summary – Financial Results & Outlook | | | [removed: [20](#i31b569998c814e2aab5e780fa42c1707_49)] [added: [20](#id0877c2431d64db0b56875ef3cbcf5bf_49)] | | |

| Consolidated Results and Other Information | | | [removed: [21](#i31b569998c814e2aab5e780fa42c1707_52)] [added: [21](#id0877c2431d64db0b56875ef3cbcf5bf_52)] | | |

| Segment Discussion | | | [removed: [27](#i31b569998c814e2aab5e780fa42c1707_55)] [added: [27](#id0877c2431d64db0b56875ef3cbcf5bf_55)] | | |

| Liquidity, Capital Resources and Other Financial Data | | | [removed: [32](#i31b569998c814e2aab5e780fa42c1707_76)] [added: [33](#id0877c2431d64db0b56875ef3cbcf5bf_76)] | | |

| Off-Balance Sheet Arrangements | | | [removed: [34](#i31b569998c814e2aab5e780fa42c1707_79)] [added: [35](#id0877c2431d64db0b56875ef3cbcf5bf_79)] | | |

| Critical Accounting Estimates | | | [removed: [34](#i31b569998c814e2aab5e780fa42c1707_82)] [added: [35](#id0877c2431d64db0b56875ef3cbcf5bf_82)] | | |

| New Accounting Standards | | | [removed: [37](#i31b569998c814e2aab5e780fa42c1707_85)] [added: [38](#id0877c2431d64db0b56875ef3cbcf5bf_85)] | | |

| Fair Value Measurements | | | [removed: [37](#i31b569998c814e2aab5e780fa42c1707_88)] [added: [38](#id0877c2431d64db0b56875ef3cbcf5bf_88)] | | |

| Non-GAAP Financial Measures | | | [removed: [38](#i31b569998c814e2aab5e780fa42c1707_91)] [added: [39](#id0877c2431d64db0b56875ef3cbcf5bf_91)] | | |

| Supplemental Guarantee Information | | | [removed: [42](#i31b569998c814e2aab5e780fa42c1707_94)] [added: [43](#id0877c2431d64db0b56875ef3cbcf5bf_94)] | | |

Linde’s industrial gas operations are managed on a geographical basis and in [removed: 2021 84%] [added: 2022 86%] of sales were generated by Linde's three geographic segments (Americas, EMEA and APAC) and the remaining [removed: 16%] [added: 14%] are related [removed: primarily] [added: largely] to the Engineering segment, and to a lesser extent Other (see Note 18 to the consolidated financial statements for operating segment details).

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

[removed: 2021] [added: 2022] Year in review

- Sales of [removed: $30,793] [added: $33,364] million were [removed: 13%] [added: 8%] above [removed: 2020] [added: 2021] sales of [removed: $27,243] [added: $30,793] million.

Volume growth [removed: across] [added: in] all end [removed: markets] [added: markets, except healthcare,] and [removed: project start-ups] [added: startups] increased sales by [removed: 8% .][added: 1%.]

Higher pricing across all geographic segments contributed [removed: 3%] [added: 7%] to sales.

- Reported operating profit of [removed: $4,984] [added: $5,369] million was [removed: 50%] [added: 8%] above [removed: 2020.][added: 2021.]

Adjusted operating profit of [removed: $7,176] [added: $7,904] million was [removed: 24%] [added: 10%] above [removed: 2020.][added: 2021.]

- Income from continuing operations of [removed: $3,821] [added: $4,147] million and diluted earnings per share from continuing operations of [removed: $7.32] [added: $8.23] increased from [removed: $2,497] [added: $3,821] million and [removed: $4.70,] [added: $7.32,] respectively in [removed: 2020.][added: 2021.]

Adjusted income from continuing operations of [removed: $5,579] [added: $6,195] million and adjusted diluted earnings per share from continuing operations of [removed: $10.69] [added: $12.29] were [removed: 28%] [added: 11%] and [removed: 30%,] [added: 15%,] respectively above [removed: 2020] [added: 2021] adjusted amounts.*

- Cash flow from operations of [removed: $9,725] [added: $8,864] million was [removed: 31% above 2020.][added: $861 million below 2021.]

Capital expenditures were [removed: $3,086] [added: $3,173] million; dividends paid were [removed: $2,189] [added: $2,344] million; net purchases of ordinary shares of [removed: $4,562] [added: $5,132] million; and debt [removed: repayments,] [added: borrowings,] net were [removed: $514] [added: $4,475] 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: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

For the discussion comparing the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020.][added: 2021.]

The following table provides summary information for [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

| *(Millions of dollars, except per share data)* Year Ended December 31, | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | Variance | | |

| Sales | | | $ | [removed: 30,793] [added: 33,364] | | | | | $ | [removed: 27,243] [added: 30,793] | | | | | [removed: 13] [added: 8] | | % |

| Cost of sales, exclusive of depreciation and amortization | | | $ | [removed: 17,543] [added: 19,450] | | | | | $ | [removed: 15,383] [added: 17,543] | | | | | [removed: 14] [added: 11] | | % |

| As a percent of sales | | | [removed: 57.0] [added: 58.3] | | % | | | | [removed: 56.5] [added: 57.0] | | % | | | | | | |

| Selling, general and administrative | | | $ | [removed: 3,189] [added: 3,107] | | | | | $ | [removed: 3,193] [added: 3,189] | | | | | [removed: —] [added: (3)] | | % |

| As a percent of sales | | | [removed: 10.4] [added: 9.3] | | % | | | | [removed: 11.7] [added: 10.4] | | % | | | | | | |

| Depreciation and amortization | | | $ | [removed: 4,635] [added: 4,204] | | | | | $ | [removed: 4,626] [added: 4,635] | | | | | [removed: —] [added: (9)] | | % |

[removed: |] Cost reduction programs and other charges [removed: (a) | | | $ | 273 | | | | | $ | 506 | | | | | (46) | | % |][added: was $273 million in 2021.]

| Operating Profit | | | $ | [removed: 4,984] [added: 5,369] | | | | | $ | [removed: 3,322] [added: 4,984] | | | | | [removed: 50] [added: 8] | | % |

| Operating margin | | | [removed: 16.2] [added: 16.1] | | % | | | | [removed: 12.2] [added: 16.2] | | % | | | | | | |

| Interest expense – net | | | $ | [removed: 77] [added: 63] | | | | | $ | [removed: 115] [added: 77] | | | | | [removed: (33)] [added: (18)] | | % |

| Net pension and OPEB cost (benefit), excluding service cost | | | $ | [removed: (192)] [added: (237)] | | | | | $ | [removed: (177)] [added: (192)] | | | | | [removed: 8] [added: 23] | | % |

| Effective tax rate | | | [removed: 24.7] [added: 25.9] | | % | | | | [removed: 25.0] [added: 24.7] | | % | | | | | | |

| Income from equity investments | | | $ | [removed: 119] [added: 172] | | | | | $ | [removed: 85] [added: 119] | | | | | [removed: 40] [added: 45] | | % |

Cost pass-through increased sales by 6% with minimal impact on operating profit.

Volume increased sales by 1%.

Currency translation decreased sales by 5%, largely in EMEA and APAC.

Divestitures decreased sales by 1%.

The increase in the reported operating profit was primarily due to higher pricing, productivity initiatives and lower depreciation and amortization driven by merger related assets, which more than offset Russia-Ukraine conflict and other charges and the adverse impacts of inflation and currency in the year.

The increase in adjusted operating profit increase was primarily due to higher pricing and productivity initiatives, which more than offset the adverse impacts of inflation and currency in the year.*

2023 Outlook

| Russia-Ukraine conflict and other charges (a) | | | $ | 1,029 | | | | | $ | 273 | | | | | — | | |

| | | | | | | 8 | | % |

Higher pricing across all geographic segments contributed 7% to sales.

The impact of divestitures decreased sales by 1%.

SG&A was 9.3% of sales in 2022 versus 10.4% in 2021.

Excluding currency impacts, underlying SG&A increased primarily due to higher costs.

The decrease is primarily due to lower depreciation and amortization of assets acquired in the merger and currency impacts.

Currency impacts decreased depreciation and amortization by $123 million in 2022.

Excluding currency impacts, underlying depreciation and amortization increased including new project start ups.

Russia-Ukraine conflict and other charges

The charge for 2022 relates primarily to the deconsolidation and impairment of Russian subsidiaries resulting from the ongoing war in Ukraine and related sanctions recorded as of June 30, 2022.

2021 charges relate to cost reduction program and other charges, primarily severance (see Note 3 to the condensed consolidated financial statements).

The increase was primarily due to higher pricing, volumes, savings from productivity initiatives, and lower depreciation and amortization driven by merger related

assets.

These increases more than offset the adverse impacts of inflation and currency in the year as well as the Russia-Ukraine conflict and other charges of $1,029 million.

Operating profit growth was driven by higher pricing, volumes and productivity initiatives, which more than offset the effects of inflation and currency during the period.

On both a reported and adjusted basis, the decrease year over year was driven primarily by higher interest income on cash deposits, partially offset by higher borrowing costs on short-term debt.

The increase in the rate is primarily related to the net tax expense resulting from the deconsolidation and impairment of the company’s business in Russia in 2022.

Reported noncontrolling interests from continuing operations decreased $1 million, from $135 million in 2021 to $134 million in 2022.

Adjusted noncontrolling interests from continuing operations increased $6 million in 2022 as compared to 2021.

EBITDA from continuing operations increased to $9,745 million in 2022 from $9,738 million in 2021.

For example, in 2022, several pieces of legislation were enacted, including the Inflation Reduction Act in the U.S., which provides for investments in decarbonization opportunities including hydrogen projects.

| Russia-Ukraine conflict and other charges (Note 3) | | | (1,029) | | | | | | (273) | | | | | | | | |

| | | | | | | 15 | | % |

| Year Ended December 31, | | | | | | 2022 | | | | | | 2021 | | | | | | 2022 vs. 2021 | | |

| | | | | | | 2022 vs. 2021 | | |

| | | | | | | 10 | | % |

Volume decreased sales by 3%.

The impact of net divestitures decreased sales by 2% primarily due to the deconsolidation of Russian subsidiaries as of June 30, 2022.

The increase was driven largely by higher pricing and continued productivity initiatives which more than offset currency, inflation and divestitures.

| Year Ended December 31, | | | | | | 2022 | | | | | | 2021 | | | | | | 2022 vs. 2021 | | |

| | | | | | | 2022 vs. 2021 | | | | | | | | |

| Price/Mix | | | | | | 5 | | % | | | | | | |

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% .

The increase in both reported and adjusted operating profit was primarily driven by higher volume and price and the benefit of cost reduction programs and other charges and productivity initiatives, partially offset by the deconsolidation of a joint venture with operations in APAC.*

2022 Outlook

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

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

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.

Excluding currency impacts, underlying SG&A decreased due to continued productivity initiatives.

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.

The increase is primarily due to currency translation impacts which increased depreciation and amortization by approximately $60 million in 2021.

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).

Cost reduction programs and other charges

Linde recorded cost reduction programs and other charges of $273 million and $506 million for 2021 and 2020, respectively, primarily associated with the company's cost reduction program, which represents charges for achieving synergies and cost efficiencies related to the merger (see Note 3 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.

Operating profit growth was driven by higher volume and price and the benefit of cost reduction programs and productivity initiatives, partially offset by the deconsolidation of a joint venture with operations in APAC.

On both a reported and adjusted basis, the decrease year over year was driven by a lower effective borrowing rate and the impact of unfavorable foreign currency revaluation on an unhedged intercompany loan in the prior year.

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

The increase in the adjusted ETR is primarily due to lower tax benefits in 2021 relative to higher pre-tax income.

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.

EBITDA increased to $9,738 million in 2021 from $8,033 million in 2020.

2019 net periodic pension cost included pension settlement charges of $97 million related to lump sum payments, which were triggered by either a change in control provision or merger-related divestitures, and a net curtailment charge of $8 million for termination benefits, primarily in connection with a defined benefit pension plan freeze.

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

| Cost reduction programs and other charges (Note 3) | | | (273) | | | | | | (506) | | | | | | | | |

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

Operating profit increased due primarily to higher pricing and volumes and continued productivity initiatives.

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

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

Higher price contributed 4% to sales.

Sales decreased 1% related to the divestiture of a non-core business in Scandinavia.

| | | | | | | 8 | | % | | | | | | |

Volumes increased 11% driven by increased demand across all end markets, led by cyclical end markets and electronics and project start-us.

Currency translation increased sales by 5% driven primarily by the strengthening of the Chinese yuan, Australian dollar and Korean won against the U.S. dollar.

Divestitures decreased sales by 12% primarily due to the deconsolidation of a joint venture with operations in Taiwan which decreased sales by $639 million (See Note 2 to the consolidated financial statements).

Higher volumes and price, and continued productivity initiatives were partially offset by a $126 million reduction due to the deconsolidation of the joint venture with operations in Taiwan.

| | | | | | | 1 | | % |

Engineering segment sales increased $16 million, or 1%, in 2021 versus 2020, driven by project timing, partially offset by currency impacts which increased sales by 4% .

Engineering segment operating profit increased $38 million, or 9%, in 2021 versus 2020 driven primarily by currency, favorable cost performance and project timing.

| | | | | | | 14 | | % | | | | | | |

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: 2021.][added: 2022.]

At December 31, [removed: 2021,] [added: 2022,] Linde had debt totaling [removed: $14,207] [added: $17,914] million [removed: ($16,154] [added: ($14,207] million at December 31, [removed: 2020).][added: 2021).]

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

At December 31, [removed: 2020,] [added: 2022, including the impact of derivatives,] Linde had fixed-rate debt of [removed: $10,365] [added: $13,000] million and floating-rate debt of [removed: $5,789] [added: $4,914] million, representing [removed: 64%] [added: 73%] and [removed: 36%,] [added: 27%,] respectively, of total debt.

At December 31, [removed: 2021,] [added: 2022,] 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: $834] [added: $666] million [removed: ($674] [added: ($834] million in [removed: 2020).][added: 2021).]

A one hundred basis point increase in interest rates would result in an approximate [removed: $37] [added: $21] million decrease to derivative assets recorded.

At December 31, [removed: 2021,] [added: 2022,] 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: $33] [added: $25] million [removed: ($44] [added: ($33] million in [removed: 2020).][added: 2021).]

At December 31, [removed: 2021,] [added: 2022,] Linde had a notional amount outstanding of [removed: $5,870] [added: $3,870] million [removed: ($7,553] [added: ($5,870] million at December 31, [removed: 2020)] [added: 2021)] 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: 2021] [added: 2022] would [removed: decrease] [added: increase] by approximately [removed: $28] [added: $83] million and at December 31, [removed: 2020] [added: 2021] would decrease by approximately [removed: $99] [added: $28] million, which would be largely offset by an offsetting loss or gain on the foreign-currency fluctuation of the underlying exposure being hedged.

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

Linde’s sales were [removed: $30,793] [added: $33,364] million, [removed: $27,243] [added: $30,793] million, and [removed: $28,228] [added: $27,243] million for [added: 2022,] 2021, [removed: 2020,] and [removed: 2019,] [added: 2020,] respectively.

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

The [removed: 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 [removed: other types of hydrogen, including] blue and [removed: green,] [added: green hydrogen,] which are both considered types of clean energy.

The deliveries generally are made from Linde’s plants by tanker trucks to storage containers at the customer's site which are [added: usually] owned and maintained by Linde and leased to the customer.

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

With its state-of-the-art sustainable technologies Engineering [added: also] helps customers avoid, capture and utilize CO2 emissions.

International – Linde is a global enterprise with approximately [removed: 70%] [added: 68%] of its [removed: 2021] [added: 2022] 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, [added: the United Kingdom (U.K.),] France, Sweden, [added: and] the Republic of South [removed: Africa, and the United Kingdom (U.K.));] [added: Africa);] approximately 20 Asian and South Pacific countries (including China, Australia, India, South Korea and Thailand); and approximately 20 countries in North and South America (including Canada, Mexico and Brazil).

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

Executive variable compensation is assessed annually based on performance in [added: financial measures as well as in] several strategic non-financial areas, including talent management.

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

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

Diversity and inclusion are line management responsibilities and Linde seeks competitive advantage through proactive management of its talent [removed: pipeline, procurement] [added: pipeline] and recruiting processes.

Linde provides equal employment opportunity, and recruits, hires, promotes and compensates people based solely on their [removed: merit] [added: performance] and ability.

Employees receive a competitive salary and variable compensation components based on [removed: merit] [added: performance] and [removed: depending on their position.][added: job level.]

As of December 31, [removed: 2021,] [added: 2022,] Linde had [removed: 72,327] [added: 65,010] employees worldwide comprised of approximately [removed: 27] [added: 28] percent women and [removed: 73] [added: 72] percent [removed: men .][added: men.]

Sean Durbin, [removed: 51,] [added: 52,] became Executive Vice President, EMEA in April 2021.

Hoyt, [removed: 52,] [added: 53,] became the Chief Accounting Officer of Linde in October 2018.

Sanjiv Lamba, [removed: 57,] [added: 58,] was appointed Chief [removed: Operating] [added: Executive] Officer of Linde effective [removed: January 1, 2021, and effective] March 1, [removed: 2022, Mr. Lamba will become Chief Executive Officer of Linde.][added: 2022.]

[removed: Prior to that,] [added: Previously,] Mr. Lamba was appointed a Member of the Executive Board of Linde AG in 2011, responsible for the Asia, Pacific segment of the Gases Division, for Global Gases Businesses Helium & Rare Gases, Electronics as well as Asia Joint Venture Management.

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

Juergen Nowicki, [removed: 58,] [added: 59,] was appointed Executive Vice President and CEO, Linde Engineering in April 2020.

John Panikar, [removed: 54,] [added: 55,] was appointed Executive Vice President, APAC of Linde effective in January 2021.

White, [removed: 49,] [added: 50,] became Executive Vice President and Chief Financial Officer of Linde in October 2018.

[removed: Prior to] this, Mr. White was President of Praxair Canada from [removed: 2011-2014.][added: 2011 to 2014.]

Prior to being appointed CEO, he was Chief Operating Officer starting in January 2021 and after serving as Executive Vice President, APAC, beginning in October 2018.

Guillermo Bichara, 48, is Executive Vice President and Chief Legal Officer.

He previously served as Praxair’s Vice President and General Counsel.

Mr. Bichara joined the company in 2006, first as Director of Legal Affairs at Praxair Mexico before being promoted to Vice President and General Counsel of Praxair Asia.

He subsequently had responsibility for Europe, Mexico and corporate transactions before being promoted to Associate General Counsel and Assistant Secretary.

Mr. Bichara previously held roles at Cemex and various global law firms.

David P.

Strauss, 64, is Executive Vice President and Chief Human Resources Officer.

He previously served as Praxair’s Chief Human Resources Officer.

Mr. Strauss joined Linde in 1990 as an Applications Engineer before being promoted to lead the electronics materials business.

He subsequently served as Vice President of Safety, Health and Environment.

Prior to

Research and

Managers’ compensation is based on performance.

Work-life balance is promoted by providing a range of opportunities that are based on the overall local conditions.

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

Stephen F.

Angel, 66, has been Chief Executive Officer and a director of Linde since 2018.

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.

Prior to his appointment as Chief Executive Officer of Linde, Mr. Angel was Chairman, President and CEO of Praxair, Inc. since 2007.

Mr. Angel joined Praxair in 2001 as an Executive Vice President and was named President and Chief Operating Officer in February 2006.

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

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.

He also serves on the Hydrogen Council and is a member of The Business Council.

Previously, he served as the Executive Vice President, APAC, beginning in October 2018.

Dr. Andreas Opfermann, 50, became Executive Vice President, Clean Energy in June 2021.

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

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

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

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

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

For the fiscal year ended December 31, [removed: 2021][added: 2022]

| United States 06810 | | | | | | [added: Woking,] Surrey [removed: Research Park] [added: GU21 6HT] | | |

The aggregate market value of the voting and non-voting common stock held by non-affiliates as of June 30, [removed: 2021,] [added: 2022,] was approximately [removed: $149] [added: $143] 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: 2022, 507,744,577] [added: 2023, 492,160,806] 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: 2022] [added: 2023] Annual General Meeting of Shareholders, are incorporated in Part III of this report.

| Item 1: | | | [removed: [Business](#i31b569998c814e2aab5e780fa42c1707_16)] [added: [Business](#id0877c2431d64db0b56875ef3cbcf5bf_16)] | | | [removed: [4](#i31b569998c814e2aab5e780fa42c1707_16)] [added: [4](#id0877c2431d64db0b56875ef3cbcf5bf_16)] | | |

| Item 1A: | | | [Risk [removed: Factors](#i31b569998c814e2aab5e780fa42c1707_19)] [added: Factors](#id0877c2431d64db0b56875ef3cbcf5bf_19)] | | | [removed: [9](#i31b569998c814e2aab5e780fa42c1707_19)] [added: [9](#id0877c2431d64db0b56875ef3cbcf5bf_19)] | | |

| Item 1B: | | | [Unresolved Staff [removed: Comments](#i31b569998c814e2aab5e780fa42c1707_22)] [added: Comments](#id0877c2431d64db0b56875ef3cbcf5bf_22)] | | | [removed: [15](#i31b569998c814e2aab5e780fa42c1707_22)] [added: [15](#id0877c2431d64db0b56875ef3cbcf5bf_22)] | | |

| Item 2: | | | [removed: [Properties](#i31b569998c814e2aab5e780fa42c1707_25)] [added: [Properties](#id0877c2431d64db0b56875ef3cbcf5bf_25)] | | | [removed: [15](#i31b569998c814e2aab5e780fa42c1707_25)] [added: [15](#id0877c2431d64db0b56875ef3cbcf5bf_25)] | | |

| Item 3: | | | [Legal [removed: Proceedings](#i31b569998c814e2aab5e780fa42c1707_28)] [added: Proceedings](#id0877c2431d64db0b56875ef3cbcf5bf_28)] | | | [removed: [15](#i31b569998c814e2aab5e780fa42c1707_28)] [added: [15](#id0877c2431d64db0b56875ef3cbcf5bf_28)] | | |

| Item 4: | | | [Mine Safety [removed: Disclosures](#i31b569998c814e2aab5e780fa42c1707_31)] [added: Disclosures](#id0877c2431d64db0b56875ef3cbcf5bf_31)] | | | [removed: [15](#i31b569998c814e2aab5e780fa42c1707_31)] [added: [15](#id0877c2431d64db0b56875ef3cbcf5bf_31)] | | |

| Item 5: | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i31b569998c814e2aab5e780fa42c1707_37)] [added: Securities](#id0877c2431d64db0b56875ef3cbcf5bf_37)] | | | [removed: [16](#i31b569998c814e2aab5e780fa42c1707_37)] [added: [16](#id0877c2431d64db0b56875ef3cbcf5bf_37)] | | |

| Item 6: | | | [removed: [Reserved](#i31b569998c814e2aab5e780fa42c1707_40)] [added: [Reserved](#id0877c2431d64db0b56875ef3cbcf5bf_40)] | | | [removed: [17](#i31b569998c814e2aab5e780fa42c1707_40)] [added: [17](#id0877c2431d64db0b56875ef3cbcf5bf_40)] | | |

| Item 7: | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i31b569998c814e2aab5e780fa42c1707_43)] [added: Operations](#id0877c2431d64db0b56875ef3cbcf5bf_43)] | | | [removed: [18](#i31b569998c814e2aab5e780fa42c1707_43)] [added: [18](#id0877c2431d64db0b56875ef3cbcf5bf_43)] | | |

| Item 7A: | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i31b569998c814e2aab5e780fa42c1707_97)] [added: Risk](#id0877c2431d64db0b56875ef3cbcf5bf_97)] | | | [removed: [44](#i31b569998c814e2aab5e780fa42c1707_97)] [added: [45](#id0877c2431d64db0b56875ef3cbcf5bf_97)] | | |

| Item 8: | | | [Financial Statements and Supplementary [removed: Data](#i31b569998c814e2aab5e780fa42c1707_100)] [added: Data](#id0877c2431d64db0b56875ef3cbcf5bf_100)] | | | [removed: [45](#i31b569998c814e2aab5e780fa42c1707_100)] [added: [46](#id0877c2431d64db0b56875ef3cbcf5bf_100)] | | |

| Item 9: | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i31b569998c814e2aab5e780fa42c1707_208)] [added: Disclosure](#id0877c2431d64db0b56875ef3cbcf5bf_202)] | | | [removed: [99](#i31b569998c814e2aab5e780fa42c1707_208)] [added: [99](#id0877c2431d64db0b56875ef3cbcf5bf_202)] | | |

| Item 9A: | | | [Controls and [removed: Procedures](#i31b569998c814e2aab5e780fa42c1707_211)] [added: Procedures](#id0877c2431d64db0b56875ef3cbcf5bf_205)] | | | [removed: [99](#i31b569998c814e2aab5e780fa42c1707_211)] [added: [99](#id0877c2431d64db0b56875ef3cbcf5bf_205)] | | |

| Item 9B: | | | [Other [removed: Information](#i31b569998c814e2aab5e780fa42c1707_214)] [added: Information](#id0877c2431d64db0b56875ef3cbcf5bf_208)] | | | [removed: [99](#i31b569998c814e2aab5e780fa42c1707_214)] [added: [99](#id0877c2431d64db0b56875ef3cbcf5bf_208)] | | |

| Item 9C: | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i31b569998c814e2aab5e780fa42c1707_2090)] [added: Inspections](#id0877c2431d64db0b56875ef3cbcf5bf_211)] | | | [removed: [99](#i31b569998c814e2aab5e780fa42c1707_2090)] [added: [99](#id0877c2431d64db0b56875ef3cbcf5bf_211)] | | |

| Item 10: | | | [Directors, Executive Officers and Corporate [removed: Governance](#i31b569998c814e2aab5e780fa42c1707_220)] [added: Governance](#id0877c2431d64db0b56875ef3cbcf5bf_217)] | | | [removed: [100](#i31b569998c814e2aab5e780fa42c1707_220)] [added: [100](#id0877c2431d64db0b56875ef3cbcf5bf_217)] | | |

| Item 11: | | | [Executive [removed: Compensation](#i31b569998c814e2aab5e780fa42c1707_223)] [added: Compensation](#id0877c2431d64db0b56875ef3cbcf5bf_220)] | | | [removed: [100](#i31b569998c814e2aab5e780fa42c1707_223)] [added: [100](#id0877c2431d64db0b56875ef3cbcf5bf_220)] | | |

| Item 12: | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i31b569998c814e2aab5e780fa42c1707_226)] [added: Matters](#id0877c2431d64db0b56875ef3cbcf5bf_223)] | | | [removed: [101](#i31b569998c814e2aab5e780fa42c1707_226)] [added: [101](#id0877c2431d64db0b56875ef3cbcf5bf_223)] | | |

| Item 13: | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#i31b569998c814e2aab5e780fa42c1707_229)] [added: Independence](#id0877c2431d64db0b56875ef3cbcf5bf_226)] | | | [removed: [101](#i31b569998c814e2aab5e780fa42c1707_229)] [added: [101](#id0877c2431d64db0b56875ef3cbcf5bf_226)] | | |

| Item 14: | | | [Principal Accounting Fees and [removed: Services](#i31b569998c814e2aab5e780fa42c1707_232)] [added: Services](#id0877c2431d64db0b56875ef3cbcf5bf_229)] | | | [removed: [101](#i31b569998c814e2aab5e780fa42c1707_232)] [added: [101](#id0877c2431d64db0b56875ef3cbcf5bf_229)] | | |

| Item 15: | | | [Exhibits and Financial Statement [removed: Schedules](#i31b569998c814e2aab5e780fa42c1707_238)] [added: Schedules](#id0877c2431d64db0b56875ef3cbcf5bf_235)] | | | [removed: [102](#i31b569998c814e2aab5e780fa42c1707_238)] [added: [102](#id0877c2431d64db0b56875ef3cbcf5bf_235)] | | |

| Item 16: | | | [Form 10-K [removed: Summary](#i31b569998c814e2aab5e780fa42c1707_1)] [added: Summary](#id0877c2431d64db0b56875ef3cbcf5bf_1)] | | | [removed: [108](#i31b569998c814e2aab5e780fa42c1707_244)] [added: [108](#id0877c2431d64db0b56875ef3cbcf5bf_241)] | | |

| 10 Riverview Drive, | | | | | | Forge | | |

| Danbury, Connecticut | | | | | | 43 Church Street West | | |

For the fiscal year ended December 31, 2022

| | | | | | | | | |

| [Signatures](#id0877c2431d64db0b56875ef3cbcf5bf_244) | | | | | | [109](#id0877c2431d64db0b56875ef3cbcf5bf_244) | | |

| 10 Riverview Drive, | | | | | | The Priestley Centre | | |

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

| | | | | | | Guilford, Surrey GU2 7XY | | |

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

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

No significant portion of these assets was leased at December 31, [removed: 2021.][added: 2022.]

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

Also located throughout Asia are noncryogenic air separation plants, [added: pipelines,] hydrogen, packaged gas and other production facilities.

The [removed: Linde] Engineering business designs and constructs turnkey process plants for third-party customers as well as for the gases businesses in many locations worldwide, such as [removed: olefin plants, natural gas plants,] air [removed: separation plants, hydrogen] [added: separation, hydrogen, synthesis, olefin] and [removed: synthesis] [added: natural] gas plants.

Plant components are produced in owned factories in [removed: Pullach and] Tacherting, Germany; Hesinque, France; [added: New York and] Oklahoma, United States; and Dalian, China.

At December 31, [removed: 2021] [added: 2022] there were [removed: 8,363] [added: 7,319] 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: 2021] [added: 2022] is provided below:

(1)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.

[removed: (2)As] [added: (2) As] of December 31, [removed: 2021,] [added: 2022,] the company repurchased [removed: $4.5] [added: $4.6] billion of its ordinary shares pursuant to the [removed: 2021 program, leaving an additional $0.5 billion authorized under the 2021] [added: 2022 \`] program.

*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: 28] [added: 29] companies, including Linde.

The figures assume an initial investment of $100 on December 31, [removed: 2016] [added: 2017] and that all dividends have been reinvested.

[removed: ][added: ]

| | | | [removed: 2016 | | |] 2017 | | | 2018 | | | 2019 | | | 2020 | | | 2021 | | | [added: 2022 | | |]

On January 18, 2023, shareholders approved the company’s proposal for an intercompany reorganization that will result in the delisting of its ordinary shares from the Frankfurt Stock Exchange.

Following the completion of legal and regulatory approvals, Linde anticipates that the intercompany reorganization and delisting process will be completed, and its ordinary shares will be delisted from the Frankfurt Stock Exchange, on or about March 1, 2023.

| October 2022 | | | 677 | | | | | | $ | 287.57 | | | | | 677 | | | | | | $ | 5,832 | |

| November 2022 | | | 1,323 | | | | | | $ | 316.05 | | | | | 1,323 | | | | | | $ | 5,414 | |

| December 2022 | | | 138 | | | | | | $ | 333.88 | | | | | 138 | | | | | | $ | 5,368 | |

| Fourth Quarter 2022 | | | 2,138 | | | | | | $ | 308.18 | | | | | 2,138 | | | | | | 5,368 | | |

As of December 31, 2022, $5.4 billion of share repurchases remain authorized under the 2022 program.

| LIN | | | $100 | | | $103 | | | $143 | | | $180 | | | $240 | | | $230 | | |

| SPX | | | $100 | | | $96 | | | $126 | | | $149 | | | $192 | | | $157 | | |

| S5MATR | | | $100 | | | $85 | | | $106 | | | $128 | | | $163 | | | $143 | | |

| 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 2021 program has a maximum repurchase amount of 15% of outstanding shares, began on February 1, 2021 and expires on July 31, 2023.

On February 28, 2022 the company's board of directors approved the repurchase of $10.0 billion of its ordinary shares ("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.

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

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

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

| [Management’s Statement of Responsibility for Financial [removed: Statements](#i31b569998c814e2aab5e780fa42c1707_103)] [added: Statements](#id0877c2431d64db0b56875ef3cbcf5bf_103)] | | | [removed: [46](#i31b569998c814e2aab5e780fa42c1707_103)] [added: [47](#id0877c2431d64db0b56875ef3cbcf5bf_103)] | | |

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#i31b569998c814e2aab5e780fa42c1707_106)] [added: Reporting](#id0877c2431d64db0b56875ef3cbcf5bf_106)] | | | [removed: [46](#i31b569998c814e2aab5e780fa42c1707_106)] [added: [47](#id0877c2431d64db0b56875ef3cbcf5bf_106)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i31b569998c814e2aab5e780fa42c1707_109)] [added: Firm](#id0877c2431d64db0b56875ef3cbcf5bf_109)] \[PCAOB ID 238\] | | | [removed: [47](#i31b569998c814e2aab5e780fa42c1707_109)] [added: [48](#id0877c2431d64db0b56875ef3cbcf5bf_109)] | | |

| [Consolidated Statements of Income for the Years Ended December [removed: 31,](#i31b569998c814e2aab5e780fa42c1707_115) [2021,](#i31b569998c814e2aab5e780fa42c1707_115) [2020](#i31b569998c814e2aab5e780fa42c1707_115) [and](#i31b569998c814e2aab5e780fa42c1707_115) [2019](#i31b569998c814e2aab5e780fa42c1707_115)] [added: 31, 202](#id0877c2431d64db0b56875ef3cbcf5bf_115)[2](#id0877c2431d64db0b56875ef3cbcf5bf_115)[, 202](#id0877c2431d64db0b56875ef3cbcf5bf_115)[1](#id0877c2431d64db0b56875ef3cbcf5bf_115) [and](#id0877c2431d64db0b56875ef3cbcf5bf_115) [20](#id0877c2431d64db0b56875ef3cbcf5bf_115)[20](#id0877c2431d64db0b56875ef3cbcf5bf_115)] | | | [removed: [49](#i31b569998c814e2aab5e780fa42c1707_115)] [added: [50](#id0877c2431d64db0b56875ef3cbcf5bf_115)] | | |

| [Consolidated Statements of Comprehensive Income for the Years Ended December [removed: 31,](#i31b569998c814e2aab5e780fa42c1707_118) [2021, 2020 and 2019](#i31b569998c814e2aab5e780fa42c1707_115)] [added: 31,](#id0877c2431d64db0b56875ef3cbcf5bf_118) [202](#id0877c2431d64db0b56875ef3cbcf5bf_115)[2](#id0877c2431d64db0b56875ef3cbcf5bf_115)[, 202](#id0877c2431d64db0b56875ef3cbcf5bf_115)[1](#id0877c2431d64db0b56875ef3cbcf5bf_115) [and](#id0877c2431d64db0b56875ef3cbcf5bf_115) [20](#id0877c2431d64db0b56875ef3cbcf5bf_115)[20](#id0877c2431d64db0b56875ef3cbcf5bf_115)] | | | [removed: [50](#i31b569998c814e2aab5e780fa42c1707_118)] [added: [51](#id0877c2431d64db0b56875ef3cbcf5bf_118)] | | |

| [Consolidated Balance Sheets as as of December 31, [removed: 2021 and 2020](#i31b569998c814e2aab5e780fa42c1707_121)] [added: 202](#id0877c2431d64db0b56875ef3cbcf5bf_121)[2](#id0877c2431d64db0b56875ef3cbcf5bf_121) [and 20](#id0877c2431d64db0b56875ef3cbcf5bf_121)[21](#id0877c2431d64db0b56875ef3cbcf5bf_121)] | | | [removed: [51](#i31b569998c814e2aab5e780fa42c1707_121)] [added: [52](#id0877c2431d64db0b56875ef3cbcf5bf_121)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December [removed: 31,](#i31b569998c814e2aab5e780fa42c1707_124) [2021, 2020 and 2019](#i31b569998c814e2aab5e780fa42c1707_115)] [added: 31,](#id0877c2431d64db0b56875ef3cbcf5bf_124) [202](#id0877c2431d64db0b56875ef3cbcf5bf_115)[2](#id0877c2431d64db0b56875ef3cbcf5bf_115)[, 202](#id0877c2431d64db0b56875ef3cbcf5bf_115)[1](#id0877c2431d64db0b56875ef3cbcf5bf_115) [and](#id0877c2431d64db0b56875ef3cbcf5bf_115) [20](#id0877c2431d64db0b56875ef3cbcf5bf_115)[20](#id0877c2431d64db0b56875ef3cbcf5bf_115)] | | | [removed: [52](#i31b569998c814e2aab5e780fa42c1707_124)] [added: [53](#id0877c2431d64db0b56875ef3cbcf5bf_124)] | | |

| [Consolidated Statements of Equity for the Years Ended December [removed: 31,](#i31b569998c814e2aab5e780fa42c1707_127) [2021, 2020 and 2019](#i31b569998c814e2aab5e780fa42c1707_115)] [added: 31,](#id0877c2431d64db0b56875ef3cbcf5bf_127) [202](#id0877c2431d64db0b56875ef3cbcf5bf_115)[2](#id0877c2431d64db0b56875ef3cbcf5bf_115)[, 202](#id0877c2431d64db0b56875ef3cbcf5bf_115)[1](#id0877c2431d64db0b56875ef3cbcf5bf_115) [and](#id0877c2431d64db0b56875ef3cbcf5bf_115) [20](#id0877c2431d64db0b56875ef3cbcf5bf_115)[20](#id0877c2431d64db0b56875ef3cbcf5bf_115)] | | | [removed: [54](#i31b569998c814e2aab5e780fa42c1707_127)] [added: [54](#id0877c2431d64db0b56875ef3cbcf5bf_127)] | | |

| [Note 1. Summary of Significant Accounting [removed: Policies](#i31b569998c814e2aab5e780fa42c1707_133)] [added: Policies](#id0877c2431d64db0b56875ef3cbcf5bf_133)] | | | [removed: [55](#i31b569998c814e2aab5e780fa42c1707_133)] [added: [55](#id0877c2431d64db0b56875ef3cbcf5bf_133)] | | |

| [Note [removed: 2. Business Combination and Divestitures](#i31b569998c814e2aab5e780fa42c1707_136)] [added: 2.](#id0877c2431d64db0b56875ef3cbcf5bf_136) [Acquisition](#id0877c2431d64db0b56875ef3cbcf5bf_136) [and Divestitures](#id0877c2431d64db0b56875ef3cbcf5bf_136)] | | | [removed: [58](#i31b569998c814e2aab5e780fa42c1707_136)] [added: [58](#id0877c2431d64db0b56875ef3cbcf5bf_136)] | | |

| [removed: [Note 3.] [added: 2021] Cost Reduction Programs and Other [removed: Charges](#i31b569998c814e2aab5e780fa42c1707_139)] [added: Charges] | | | [removed: [59](#i31b569998c814e2aab5e780fa42c1707_139)] [added: —] | | | [added: | | | 259 | | | | | | 79 | | | | | | 338 | | | | | | (65) | | | | | | 273 | | |]

| [Note 4. [removed: Leases](#i31b569998c814e2aab5e780fa42c1707_142)] [added: Leases](#id0877c2431d64db0b56875ef3cbcf5bf_142)] | | | [removed: [62](#i31b569998c814e2aab5e780fa42c1707_142)] [added: [62](#id0877c2431d64db0b56875ef3cbcf5bf_142)] | | |

| [Note 5. Income [removed: Taxes](#i31b569998c814e2aab5e780fa42c1707_148)] [added: Taxes](#id0877c2431d64db0b56875ef3cbcf5bf_145)] | | | [removed: [63](#i31b569998c814e2aab5e780fa42c1707_148)] [added: [63](#id0877c2431d64db0b56875ef3cbcf5bf_145)] | | |

| [Note 6. Earnings Per Share – Linde plc [removed: Shareholders](#i31b569998c814e2aab5e780fa42c1707_151)] [added: Shareholders](#id0877c2431d64db0b56875ef3cbcf5bf_148)] | | | [removed: [67](#i31b569998c814e2aab5e780fa42c1707_151)] [added: [68](#id0877c2431d64db0b56875ef3cbcf5bf_148)] | | |

| [Note 7. Supplemental [removed: Information](#i31b569998c814e2aab5e780fa42c1707_154)] [added: Information](#id0877c2431d64db0b56875ef3cbcf5bf_151)] | | | [removed: [68](#i31b569998c814e2aab5e780fa42c1707_154)] [added: [68](#id0877c2431d64db0b56875ef3cbcf5bf_151)] | | |

| [Note 8. Property, Plant and Equipment – [removed: Net](#i31b569998c814e2aab5e780fa42c1707_157)] [added: Net](#id0877c2431d64db0b56875ef3cbcf5bf_154)] | | | [removed: [72](#i31b569998c814e2aab5e780fa42c1707_157)] [added: [72](#id0877c2431d64db0b56875ef3cbcf5bf_154)] | | |

| [Note 10. Other Intangible [removed: Assets](#i31b569998c814e2aab5e780fa42c1707_163)] [added: Assets](#id0877c2431d64db0b56875ef3cbcf5bf_160)] | | | [removed: [73](#i31b569998c814e2aab5e780fa42c1707_163)] [added: [73](#id0877c2431d64db0b56875ef3cbcf5bf_160)] | | |

| [Note 11. [removed: Debt](#i31b569998c814e2aab5e780fa42c1707_166)] [added: Debt](#id0877c2431d64db0b56875ef3cbcf5bf_163)] | | | [removed: [75](#i31b569998c814e2aab5e780fa42c1707_166)] [added: [75](#id0877c2431d64db0b56875ef3cbcf5bf_163)] | | |

| [Note 12. Financial [removed: Instruments](#i31b569998c814e2aab5e780fa42c1707_172)] [added: Instruments](#id0877c2431d64db0b56875ef3cbcf5bf_169)] | | | [removed: [76](#i31b569998c814e2aab5e780fa42c1707_172)] [added: [77](#id0877c2431d64db0b56875ef3cbcf5bf_169)] | | |

| [Note 13. Fair Value [removed: Disclosures](#i31b569998c814e2aab5e780fa42c1707_175)] [added: Disclosures](#id0877c2431d64db0b56875ef3cbcf5bf_172)] | | | [removed: [79](#i31b569998c814e2aab5e780fa42c1707_175)] [added: [79](#id0877c2431d64db0b56875ef3cbcf5bf_172)] | | |

| [Note 14. Equity and Noncontrolling [removed: Interests](#i31b569998c814e2aab5e780fa42c1707_178)] [added: Interests](#id0877c2431d64db0b56875ef3cbcf5bf_175)] | | | [removed: [80](#i31b569998c814e2aab5e780fa42c1707_178)] [added: [81](#id0877c2431d64db0b56875ef3cbcf5bf_175)] | | |

| [Note 15. Share-Based [removed: Compensation](#i31b569998c814e2aab5e780fa42c1707_181)] [added: Compensation](#id0877c2431d64db0b56875ef3cbcf5bf_178)] | | | [removed: [81](#i31b569998c814e2aab5e780fa42c1707_181)] [added: [82](#id0877c2431d64db0b56875ef3cbcf5bf_178)] | | |

| [Note 16. Retirement [removed: Programs](#i31b569998c814e2aab5e780fa42c1707_187)] [added: Programs](#id0877c2431d64db0b56875ef3cbcf5bf_184)] | | | [removed: [83](#i31b569998c814e2aab5e780fa42c1707_187)] [added: [84](#id0877c2431d64db0b56875ef3cbcf5bf_184)] | | |

| [Note 17. Commitments and [removed: Contingencies](#i31b569998c814e2aab5e780fa42c1707_193)] [added: Contingencies](#id0877c2431d64db0b56875ef3cbcf5bf_190)] | | | [removed: [92](#i31b569998c814e2aab5e780fa42c1707_193)] [added: [92](#id0877c2431d64db0b56875ef3cbcf5bf_190)] | | |

| [Note 18. Segment [removed: Information](#i31b569998c814e2aab5e780fa42c1707_196)] [added: Information](#id0877c2431d64db0b56875ef3cbcf5bf_193)] | | | [removed: [93](#i31b569998c814e2aab5e780fa42c1707_196)] [added: [93](#id0877c2431d64db0b56875ef3cbcf5bf_193)] | | |

| [Note 19. Revenue [removed: Recognition](#i31b569998c814e2aab5e780fa42c1707_199)] [added: Recognition](#id0877c2431d64db0b56875ef3cbcf5bf_196)] | | | [removed: [95](#i31b569998c814e2aab5e780fa42c1707_199)] [added: [96](#id0877c2431d64db0b56875ef3cbcf5bf_196)] | | |

Based on this evaluation, management concluded that the company’s internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

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: 2021] [added: 2022] as stated in their report.

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

| Matthew J. White Chief Financial Officer | | | | | | February 28, [removed: 2022] [added: 2023] | | |

We have audited the accompanying consolidated balance sheets of Linde plc and its subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] 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: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in [removed: the accompanying] Management’s Report on Internal Control [removed: Over] [added: over] Financial [removed: Reporting.][added: Reporting appearing under Item 9A.]

Critical Audit [removed: Matters][added: Matter]

As described in Note 19 to the consolidated financial statements, [removed: $2,867] [added: $2,762] million of the Company’s total revenues for the year ended December 31, [removed: 2021] [added: 2022] was generated from [added: the] sale of equipment contracts.

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

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

| [Note 3. Russia-Ukraine Conflict and Other Charges](#id0877c2431d64db0b56875ef3cbcf5bf_139) | | | [59](#id0877c2431d64db0b56875ef3cbcf5bf_139) | | |

| [Note 9. Goodwill](#id0877c2431d64db0b56875ef3cbcf5bf_157) | | | [72](#id0877c2431d64db0b56875ef3cbcf5bf_157) | | |

| [Note 20. Subsequent Events](#id0877c2431d64db0b56875ef3cbcf5bf_2012) | | | [98](#id0877c2431d64db0b56875ef3cbcf5bf_2012) | | |

| /s/ Sanjiv Lamba | | | | | | /s/ KELCEY E. HOYT | | |

February 28, 2023

| Russia-Ukraine conflict and other charges | | | 1,029 | | | | | | 273 | | | | | | 506 | | |

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

| Purchases of ordinary shares | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,034 | | | | | | (5,127) | | | | | | (5,127) | | | | | | | | | | | | (5,127) | | |

| Balance, December 31, 2022 | | | 552,013 | | | | | | $ | 1 | | | | | $ | 40,005 | | | | | $ | 20,541 | | | | | $ | (5,782) | | | | | 59,555 | | | | | | $ | (14,737) | | | | | $ | 40,028 | | | | | $ | 1,346 | | | | | $ | 41,374 | |

On January 18, 2023, shareholders approved the company’s proposal for an intercompany reorganization that will result in the delisting of its ordinary shares from the Frankfurt Stock Exchange.

Following the completion of legal and regulatory approvals, Linde anticipates that the intercompany reorganization and delisting process will be completed, and its ordinary shares will be delisted from the Frankfurt Stock Exchange, on or about March 1, 2023.

In connection with the closing of the intercompany reorganization, Linde shareholders will automatically receive one share of the new holding company, to be listed on the New York Stock Exchange in exchange for each share of Linde plc they own.

The new holding company will also be named “Linde plc” and will trade under the existing ticker LIN.

range from 3 years to 40 years (see Note 8).

There were no new accounting pronouncements that would materially impact the 2022 financial statements.

Acquisitions in 2022 and 2021 primarily related to the Americas and EMEA.

Acquisitions in 2020 primarily related to the Americas.

Sale of GIST business

In the third quarter of 2022, the company completed the sale of its GIST business.

Proceeds from the sale were $184 million, net of cash divested of $75 million, for net proceeds of $109 million.

The sale resulted in a loss of $21 million (benefit of $3 million, after tax), recorded within the Russia-Ukraine conflict and other charges in the consolidated statement of income (see Note 3).

Deconsolidation of Joint Venture in APAC

Russia-Ukraine Conflict and Other Charges

2022 Charges

Russia-Ukraine conflict and other charges were $1 billion ($896 million, after tax and noncontrolling interests) for the year ended December 31, 2022, largely attributable to the Russia-Ukraine conflict.

Russia-Ukraine Conflict

In response to the Russian invasion of Ukraine, multiple jurisdictions, including Europe and the U.S., have imposed several tranches of economic sanctions on Russia.

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

| /s/ STEPHEN F. ANGEL | | | | | | /s/ KELCEY E. HOYT | | |

February 28, 2022

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

| Cost reduction programs and other charges | | | 273 | | | | | | 506 | | | | | | 567 | | |

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

| Securities: | | | | | | | | | | | | | | | | | |

| Current year unrealized gain (loss) | | | — | | | | | | — | | | | | | 1 | | |

| Reclassifications to net income | | | — | | | | | | — | | | | | | — | | |

| Income taxes | | | — | | | | | | — | | | | | | — | | |

| Securities | | | — | | | | | | — | | | | | | 1 | | |

| Amortization of merger-related inventory step-up | | | — | | | | | | — | | | | | | 12 | | |

| Net gain on sale of businesses, net of tax | | | — | | | | | | — | | | | | | (108) | | |

| Discontinued Operations | | | | | | | | | | | | | | | | | |

| Cash provided by operating activities | | | $ | — | | | | | $ | — | | | | | $ | 69 | |

| Cash used for investing activities | | | — | | | | | | — | | | | | | (60) | | |

| Cash provided by financing activities | | | — | | | | | | — | | | | | | 5 | | |

| Net cash provided by discontinued operations | | | — | | | | | | — | | | | | | 14 | | |

| Cash and cash equivalents, end-of-period | | | $ | 2,823 | | | | | $ | 3,754 | | | | | $ | 2,700 | |

| *Balance, December 31, 2018* | | | 551,310 | | | | | | $ | 1 | | | | | $ | 40,151 | | | | | $ | 16,529 | | | | | $ | (4,456) | | | | | 4,069 | | | | | | $ | (629) | | | | | $ | 51,596 | | | | | $ | 5,484 | | | | | $ | 57,080 | |

| Redemption value adjustments | | | | | | | | | | | | | | | | | | | | | (8) | | | | | | | | | | | | | | | | | | | | | | | | (8) | | | | | | | | | | | | (8) | | |

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

| Purchases of common stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,333 | | | | | | (2,654) | | | | | | (2,654) | | | | | | | | | | | | (2,654) | | |

The liability is initially measured at fair

characteristics of the intangible asset.

Assets Held for Sale and Discontinued Operations *–* Assets held for sale, as well as liabilities directly related to these assets, are classified separately in the consolidated balance sheets as held for sale if the requirements of the FASB’s Accounting Standards Codification (“ASC”) 360, *Property, Plant and Equipment*, are satisfied.

The main requirements of ASC 360 are: (i) management having the authority to approve the action has committed to a plan to sell the assets and an active program to locate a buyer has been initiated, (ii) the assets are available for sale in their present condition at a reasonable market price, and (iii) a sale within the next twelve months is probable.

Assets classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell.

Amortization and depreciation has been discontinued.

The process involved in determining the fair value less costs to sell involves estimates and assumptions that are subject to uncertainty.

Discontinued operations are reported as soon as a business is classified as held for sale, or has already been disposed of, and when the business to be disposed of represents a strategic shift that has (or will have) a major effect on the company’s operations and financial results.

Businesses acquired with the intent of divesting are also required to be reported as discontinued operations.

The profit/loss from discontinued operations is reported separately from the expenses and income from continuing operations in the consolidated statements of income.

In the consolidated statement of cash flows, the cash flows from discontinued operations are shown separately from the cash flows from continuing operations.

The information provided in the Notes relates to continuing operations.

If the information relates exclusively to discontinued operations, this is highlighted accordingly.

- Income Taxes - Simplifying the Accounting for Income Taxes - In December 2019, the FASB issued guidance which simplifies the accounting for income taxes by removing several exceptions in the current standard and adds guidance to reduce complexity in certain areas, such as requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date, evaluating whether a step-up in tax basis of goodwill relates to a business combination or a separate transaction and allocating taxes to members of a consolidated group.

The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted.

The adoption of this standard did not materially impact the company's consolidated financial statements.

- Reference Rate Reform - In March 2020 with amendments in 2021, the FASB issued guidance related to reference rate reform which provides practical expedients and exceptions for applying U.S. GAAP to contract modifications, hedging relationships and other transactions that the reference London Interbank Offered Rate (“LIBOR”) and other interbank offered rates.

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: 2021,] [added: 2022,] 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: 2021.][added: 2022.]

There were no changes in Linde’s internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, Linde’s internal control over financial reporting.

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: 2022] [added: 2023] for the Annual General Meeting.

[removed: McVay,] [added: Richenhagen (chairman),] Dr. [added: Thomas Enders, Dr.] Victoria Ossadnik and 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.

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

Dr. Martin H.

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

Dicciani, Dr. Thomas Enders, Edward G.

Galante, Larry D.

The Linde Board of Directors has determined that Prof.

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: 2022] [added: 2023] for the Annual General Meeting.

*Equity Compensation Plans Information -* The table below provides information as of December 31, [removed: 2021] [added: 2022] 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 [removed: that were assumed by Linde upon the completion] [added: with awards outstanding as] of [removed: the business combination on October] [added: December] 31, [removed: 2018.][added: 2022.]

(1)This amount includes [removed: 636,715] [added: 649,987] restricted shares and [removed: 610,245] [added: 585,550] performance shares.

(2)This amount [removed: includes 8,995,710] [added: reflects] shares available for future [removed: issuance] [added: issuances] pursuant to the 2021 Linde plc Long Term Incentive [removed: Plan, and 285,113 shares available for future issuance pursuant to the Long Term Incentive] Plan [removed: 2018 of Linde plc.][added: that was approved by shareholders on July 26, 2021.]

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: 2022] [added: 2023] for the Annual General Meeting.

| Equity compensation plans approved by shareholders | | | 7,961,753 | | | (1) | | | $ | 164.11 | | | | | 8,271,252 | | | (2) | | |

| Total | | | 7,961,753 | | | | | | $ | 164.11 | | | | | 8,271,252 | | | | | |

| 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 | | | | | |

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: 2022] [added: 2023] 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: 2022] [added: 2023] for the Annual General Meeting.

(i)The company’s [removed: 2021] [added: 2022] Consolidated Financial Statements and the Report of the Independent Registered Public Accounting Firm are included in Part II, Item 8.

| [removed: *10.0e] [added: *10] | | | | | | [Form of Non-Employee Director Restricted Stock Unit Award Under the 2021 Linde plc Long Term Incentive Plan [added: (Filed as Exhibit 10.0e to Linde plc's 2021 Annual Report on Form 10-K, Filing No. 1-38730, and] is [removed: filed herewith](https://www.sec.gov/Archives/edgar/data/1707925/000162828022004180/lindeplc-20211231ex100e.htm)] [added: incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1707925/000162828022004180/lindeplc-20211231ex100e.htm)] | | |

| 10.01 | | | | | | [removed: [Credit Agreement] [added: [Amended and Restated Five Year Credit Agreement,] dated as of [removed: March 26, 2019,] [added: December 7, 2022,] among Linde plc, certain of its subsidiaries parties thereto as borrowers, the lenders party thereto and Bank of America, N.A., as Administrative [removed: Agent (Filed] [added: Agent.(Filed] as Exhibit 10.1 to Linde plc's current report on Form 8-K, dated [removed: April 3, 2019,] [added: December 8, 2022,] Filing No. 1-38730, and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/1707925/000095016219000034/ex10_1.htm)] [added: reference)](https://www.sec.gov/Archives/edgar/data/1707925/000119312522301076/d418436dex101.htm)] | | |

| [removed: 10.01a] [added: 10.02] | | | | | | [removed: [Credit Agreement Additional Guarantor Supplement,] [added: [364-Day Credit Agreement,] dated as of [removed: September 3, 2019, by] [added: December 7, 2022, among] Linde [removed: AG,] [added: plc, certain of its subsidiaries parties thereto as borrowers, the lenders party thereto] and [removed: acknowledged by] Bank of America, N.A., as Administrative [removed: Agent (Filed] [added: Agent.(Filed] as Exhibit 10.2 to [removed: the] Linde [removed: plc] [added: plc's current report on] Form [removed: 8-K] [added: 8-K,] dated [removed: September 6, 2019,] [added: December 8, 2022,] Filing No. 1-38730, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/1707925/000114036119016268/ex10_2.htm)] [added: reference)](https://www.sec.gov/Archives/edgar/data/1707925/000119312522301076/d418436dex102.htm)] | | |

| [removed: *10.02] [added: *10.03] | | | | | | [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 [removed: reference.)](https://www.sec.gov/Archives/edgar/data/0001707925/000162828021015013/lin-q2202110qex1001.htm).] [added: reference).](https://www.sec.gov/Archives/edgar/data/0001707925/000162828021015013/lin-q2202110qex1001.htm)] | | |

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

| [removed: *10.02b] [added: *10.03b] | | | | | | [Form of Restricted Stock Unit Award Under the [added: 2021] 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) | | |

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

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

| [removed: *10.03] [added: *10.10] | | | | | | [removed: [Long] [added: [Amended and Restated 2009 Praxair, Inc. Long] Term Incentive Plan [removed: 2018 of Linde plc] (Filed as Exhibit [removed: 4.4] [added: 4.03] to [removed: the Company’s] [added: Praxair, Inc.'s] Form S-8, filed on October 31, 2018, File No. 333-228084, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/1707925/000119312518313288/d645241dex44.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/1707925/000119312518313288/d645241dex43.htm)] | | |

| [removed: *10.11] [added: *10.10f] | | | | | | [removed: [Amended] [added: [Form of Transferable Option Award under the Amended] and Restated 2009 Praxair, Inc. Long Term Incentive Plan [added: for grants made in 2018] (Filed as Exhibit [removed: 4.03] [added: 10.26a] to Praxair, [removed: Inc.'s Form S-8, filed] [added: Inc.’s 2017 Annual Report] on [removed: October 31, 2018,] [added: Form 10-K,] File No. [removed: 333-228084,] [added: 1-11037,] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/1707925/000119312518313288/d645241dex43.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/884905/000088490518000014/px-20171231xex1026a.htm)] | | |

| [removed: *10.11a] [added: *10.10a] | | | | | | [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: *10.11b] [added: *10.10b] | | | | | | [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: *10.11c] [added: *10.10c] | | | | | | [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: *10.11d] [added: *10.10d] | | | | | | [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: *10.11e] [added: *10.10e] | | | | | | [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: *10.11f] [added: *10.10g] | | | | | | [Form of [removed: Transferable Option] [added: Restricted Stock Unit] Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants made in 2018 (Filed as Exhibit [removed: 10.26a] [added: 10.27a] to Praxair, Inc.’s 2017 Annual Report on Form 10-K, File No. 1-11037, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/884905/000088490518000014/px-20171231xex1026a.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/884905/000088490518000014/px-20171231xex1027a.htm)] | | |

| [removed: *10.11g] [added: *10.10j] | | | | | | [Form of Restricted Stock Unit Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants [removed: made] [added: beginning] in [removed: 2018] [added: 2019] (Filed as Exhibit [removed: 10.27a] [added: 10.11M] to [removed: Praxair, Inc.’s 2017] [added: Linde plc’s 2018] Annual Report on Form 10-K, [removed: File] [added: Filing] No. [removed: 1-11037,] [added: 1-38730,] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/884905/000088490518000014/px-20171231xex1027a.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/1707925/000162828019003050/exhibit1011m.htm)] | | |

| [removed: *10.11h] [added: *10.10h] | | | | | | [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: *10.11i] [added: *10.10i] | | | | | | [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: *10.11j] [added: *10.10k] | | | | | | [Form of [removed: Restricted Stock] [added: Performance Share] Unit Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants beginning in 2019 [added: with Return on Capital performance metrics] (Filed as Exhibit [removed: 10.11M] [added: 10.11N] to Linde plc’s 2018 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/exhibit1011m.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/1707925/000162828019003050/exhibit1011n.htm)] | | |

| [removed: *10.11k] [added: *10.10l] | | | | | | [Form of Performance Share Unit Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants beginning in 2019 with [added: Total Shareholder] Return [removed: on Capital] performance metrics (Filed as Exhibit [removed: 10.11N] [added: 10.11O] to Linde plc’s 2018 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/exhibit1011n.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/1707925/000162828019003050/exhibit1011o.htm)] | | |

| [removed: *10.12] [added: *10.11] | | | | | | [Pension Agreement among Linde AG, Linde Holding GmbH and Mr. Sanjiv Lamba, dated December 20, 2019 (Filed as Exhibit 10.13a 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-20191231ex101.htm) | | |

| [removed: 10.13] [added: 10.12] | | | | | | [Offer Letter between Linde plc and Sanjiv Lamba dated November 12, 2021 (Filed as Exhibit 10.1 to Linde plc’s current report on Form 8-K dated November 18, 2021, File No. 1-38730, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1707925/000119312521333670/d204657dex101.htm) | | |

| [removed: 10.14] [added: 10.13] | | | | | | [Nondisclosure, Nonsolicitation and Noncompetition Agreement between Linde Inc. and Sanjiv Lamba dated as of November 7, 2021 (Filed as Exhibit 10.2 to Linde plc’s current report on Form 8-K dated November 18, 2021, File No. 1-38730, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/86312/000104746910000972/a2196528zex-10_43.htm) | | |

| [removed: *10.15] [added: *10.14] | | | | | | [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) | | |

| 21.01 | | | | | | [Subsidiaries of Linde [removed: plc](https://www.sec.gov/Archives/edgar/data/1707925/000162828022004180/lindeplc-20211231ex2101.htm)] [added: plc](https://www.sec.gov/Archives/edgar/data/1707925/000162828023005434/lindeplc-20221231ex2101.htm)] | | |

| 23.01 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1707925/000162828022004180/lindeplc-20211231ex2301.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1707925/000162828023005434/lindeplc-20221231ex2301.htm)] | | |

| 31.01 | | | | | | [Rule 13a-14(a) [removed: Certification](https://www.sec.gov/Archives/edgar/data/1707925/000162828022004180/lindeplc-20211231ex3101.htm)] [added: Certification](https://www.sec.gov/Archives/edgar/data/1707925/000162828023005434/lindeplc-20221231ex3101.htm)] | | |

| 31.02 | | | | | | [Rule 13a-14(a) [removed: Certification](https://www.sec.gov/Archives/edgar/data/1707925/000162828022004180/lindeplc-20211231ex3102.htm)] [added: Certification](https://www.sec.gov/Archives/edgar/data/1707925/000162828023005434/lindeplc-20221231ex3102.htm)] | | |

| 32.01 | | | | | | [Section 1350 Certification (such certifications are furnished for the information of the Commission and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange [removed: Act).](https://www.sec.gov/Archives/edgar/data/1707925/000162828022004180/lindeplc-20211231ex3201.htm)] [added: Act).](https://www.sec.gov/Archives/edgar/data/1707925/000162828023005434/lindeplc-20221231ex3201.htm)] | | |

| 32.02 | | | | | | [Section 1350 Certification (such certifications are furnished for the information of the Commission and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange [removed: Act).](https://www.sec.gov/Archives/edgar/data/1707925/000162828022004180/lindeplc-20211231ex3202.htm)] [added: Act).](https://www.sec.gov/Archives/edgar/data/1707925/000162828023005434/lindeplc-20221231ex3202.htm)] | | |

| | | | | | | | | |

| *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) | | |

| *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) | | |

| Date: February 28, [removed: 2022] [added: 2023] | | | | | | | | | 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 February 28, [removed: 2022.][added: 2023.]

| /s/ [removed: PROF. DR. WOLFGANG REITZLE] [added: Stephen F. Angel] | | | | | | /s/ [removed: STEPHEN F. ANGEL] [added: Sanjiv Lamba] | | | | | | /s/ MATTHEW J. WHITE | | |

| [removed: Wolfgang Reitzle] [added: Stephen F. Angel] Chairman | | | | | | [removed: Stephen F. Angel] [added: Sanjiv Lamba] Chief Executive Officer and Director | | | | | | Matthew J. White Chief Financial Officer | | |

| /s/ PROF. DDR. ANN-KRISTIN ACHLIETNER | | | | | | /s/ [removed: DR. CLEMENS BÖRSIG] [added: ROBERT L. WOOD] | | | | | | /s/ DR. [removed: NANCE K. DICCIANI] [added: THOMAS ENDERS] | | |

| Ann-Kristin Achleitner Director | | | | | | Robert L. Wood Director | | | | | | Thomas Enders Director | | |

| /s/ JOSEF KAESER | | | | | | /s/ DR. VICTORIA OSSADNIK | | | | | | /s/ EDWARD G. GALANTE | | |

| Josef Kaeser Director | | | | | | Victoria Ossadnik Director | | | | | | Edward G. Galante Director | | |

| /s/ ALBERTO WEISSER | | | | | | /s/ PROF. DR. MARTIN H. RICHENHAGEN | | | | | | /s/ HUGH GRANT | | |

| Alberto Weisser Director | | | | | | Martin Richenhagen Director | | | | | | Hugh Grant Director | | |

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

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

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

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

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

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

| Robert L. Wood Director | | | | | | Alberto Weisser Director | | | | | | Josef Kaeser Director | | |