Linde (LIN) 10-K risk factor changes: FY2023 vs FY2022

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 [added: value of assets and liabilities and related equity.]

[removed: Although the company from time to time utilizes foreign exchange] forward contracts to hedge these exposures, its efforts to minimize currency exposure through such hedging transactions may not be successful depending on market and business conditions.

As of December 31, [removed: 2022,] [added: 2023,] the net carrying value of goodwill and other indefinite-lived intangible assets was [removed: $26] [added: $27] billion and $2 billion, respectively, primarily as a result of the business combination and the related acquisition method of accounting applied to Linde AG.

Linde has taken steps to address these risks and concerns by implementing advanced security technologies, internal controls, network and data center resiliency and recovery [removed: process.][added: processes.]

- securities laws applicable in the United States, the European Union, [removed: Germany, Ireland,] and other jurisdictions;

Although the company from time to time utilizes foreign exchange

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This includes the Organization for Economic Cooperation & Development's (“OECD”) framework for a 15% global minimum tax rate (“Pillar Two”).

The U.K. and a majority of EU member states implemented Pillar Two effective January 1, 2024.

The OECD continues to issue additional guidance as countries adopt legislation.

Linde continues to monitor and evaluate enacted and pending legislation in the jurisdictions in which it operates, as such changes could result in an increase in our effective tax rate.

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value of assets and liabilities and related equity.

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.

| Business Overview | | | [removed: [19](#id0877c2431d64db0b56875ef3cbcf5bf_46)] [added: [20](#ife3a1164a7b24a88ba40a4d69040f188_46)] | | |

| Executive Summary – Financial Results & Outlook | | | [removed: [20](#id0877c2431d64db0b56875ef3cbcf5bf_49)] [added: [21](#ife3a1164a7b24a88ba40a4d69040f188_49)] | | |

| Consolidated Results and Other Information | | | [removed: [21](#id0877c2431d64db0b56875ef3cbcf5bf_52)] [added: [22](#ife3a1164a7b24a88ba40a4d69040f188_52)] | | |

| Segment Discussion | | | [removed: [27](#id0877c2431d64db0b56875ef3cbcf5bf_55)] [added: [28](#ife3a1164a7b24a88ba40a4d69040f188_55)] | | |

| Liquidity, Capital Resources and Other Financial Data | | | [removed: [33](#id0877c2431d64db0b56875ef3cbcf5bf_76)] [added: [34](#ife3a1164a7b24a88ba40a4d69040f188_76)] | | |

| Off-Balance Sheet Arrangements | | | [removed: [35](#id0877c2431d64db0b56875ef3cbcf5bf_79)] [added: [36](#ife3a1164a7b24a88ba40a4d69040f188_79)] | | |

| Critical Accounting Estimates | | | [removed: [35](#id0877c2431d64db0b56875ef3cbcf5bf_82)] [added: [36](#ife3a1164a7b24a88ba40a4d69040f188_82)] | | |

| New Accounting Standards | | | [removed: [38](#id0877c2431d64db0b56875ef3cbcf5bf_85)] [added: [39](#ife3a1164a7b24a88ba40a4d69040f188_85)] | | |

| Fair Value Measurements | | | [removed: [38](#id0877c2431d64db0b56875ef3cbcf5bf_88)] [added: [39](#ife3a1164a7b24a88ba40a4d69040f188_88)] | | |

| Non-GAAP Financial Measures | | | [removed: [39](#id0877c2431d64db0b56875ef3cbcf5bf_91)] [added: [40](#ife3a1164a7b24a88ba40a4d69040f188_91)] | | |

| Supplemental Guarantee Information | | | [removed: [43](#id0877c2431d64db0b56875ef3cbcf5bf_94)] [added: [44](#ife3a1164a7b24a88ba40a4d69040f188_94)] | | |

Linde’s industrial gas operations are managed on a geographical basis and in [removed: 2022 86%] [added: 2023 90%] of sales were generated by Linde's three geographic segments (Americas, EMEA and APAC) and the remaining [removed: 14%] [added: 10%] are related largely to the Engineering segment, and to a lesser extent Other (see Note 18 to the consolidated financial statements for operating segment details).

[removed: Linde] [added: Linde's industrial gas business] generates most of its revenues and earnings in the following geographies where the company has its strongest market positions and where distribution and production operations allow the company to deliver the highest level of service to its customers at the lowest cost.

[removed: 2022] [added: 2023] Year in review

- Sales of [removed: $33,364] [added: $32,854] million were [removed: 8% above 2021] [added: 2% below 2022] sales of [removed: $30,793] [added: $33,364] million.

Higher pricing across all geographic segments contributed [removed: 7%] [added: 6%] to sales.

Cost pass-through [removed: increased] [added: decreased] sales by [removed: 6%] [added: 3%] with minimal impact on operating profit.

Currency translation decreased sales by [removed: 5%,] [added: 1%,] largely in [removed: EMEA and] APAC.

[removed: Divestitures] [added: Volumes] decreased sales by 1%.

- Reported operating profit of [removed: $5,369] [added: $8,024] million was [removed: 8%] [added: 49%] above [removed: 2021.][added: 2022.]

Adjusted operating profit of [removed: $7,904] [added: $9,070] million was [removed: 10%] [added: 15%] above [removed: 2021.][added: 2022.]

The increase in the reported operating profit was primarily [removed: due to] [added: driven by the Russia-Ukraine conflict and other charges recorded in 2022 and included] higher pricing, [added: savings from] productivity [removed: initiatives] [added: initiatives,] and lower depreciation and amortization driven by merger related [removed: assets, which more than offset Russia-Ukraine conflict and other charges and the adverse impacts of inflation and currency in the year.][added: intangible assets.]

The [removed: increase in] adjusted operating profit increase was primarily due to higher pricing and productivity initiatives, which more than offset the [removed: adverse impacts] [added: effects] of [added: cost] inflation and [removed: currency in] [added: lower volumes during] the year.*

- [removed: Income from continuing operations] [added: Net income - Linde plc] of [removed: $4,147] [added: $6,199] million and diluted earnings per share [removed: from continuing operations] of [removed: $8.23] [added: $12.59] increased from [removed: $3,821] [added: $4,147] million and [removed: $7.32,] [added: $8.23,] respectively in [removed: 2021.][added: 2022.]

Adjusted [added: net] income [removed: from continuing operations] [added: - Linde plc] of [removed: $6,195] [added: $6,989] million and adjusted diluted earnings per share [removed: from continuing operations] of [removed: $12.29] [added: $14.20] were [removed: 11%] [added: 13%] and [removed: 15%,] [added: 16%,] respectively above [removed: 2021] [added: 2022] adjusted amounts.*

- Cash flow from operations of [removed: $8,864] [added: $9,305] million was [removed: $861] [added: $441] million [removed: below 2021.][added: above 2022.]

The [removed: decrease] [added: increase] was driven [added: primarily] by higher [added: net income adjusted for non-cash charges, partially offset by higher] working capital requirements, including lower inflows from contract liabilities from engineering customer advanced [removed: payments, partially offset by] [added: payments and] higher [removed: net income adjusted for non] cash [removed: charges.][added: tax payments.]

Capital expenditures were [removed: $3,173] [added: $3,787] million; dividends paid were [removed: $2,344] [added: $2,482] million; net purchases of ordinary shares of [removed: $5,132] [added: $3,925] million; and debt borrowings, net were [removed: $4,475] [added: $1,060] 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: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

For the discussion comparing the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021.][added: 2022.]

The following table provides summary information for [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

| *(Millions of dollars, except per share data)* Year Ended December 31, | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | Variance | | |

| Sales | | | $ | [removed: 33,364] [added: 32,854] | | | | | $ | [removed: 30,793] [added: 33,364] | | | | | [removed: 8] [added: (2)] | | % |

| Cost of sales, exclusive of depreciation and amortization | | | $ | [removed: 19,450] [added: 17,492] | | | | | $ | [removed: 17,543] [added: 19,450] | | | | | [removed: 11] [added: (10)] | | % |

| As a percent of sales | | | [removed: 58.3] [added: 53.2] | | % | | | | [removed: 57.0] [added: 58.3] | | % | | | | | | |

| Selling, general and administrative | | | $ | [removed: 3,107] [added: 3,295] | | | | | $ | [removed: 3,189] [added: 3,107] | | | | | [removed: (3)] [added: 6] | | % |

| As a percent of sales | | | [removed: 9.3] [added: 10.0] | | % | | | | [removed: 10.4] [added: 9.3] | | % | | | | | | |

| Depreciation and amortization | | | $ | [removed: 4,204] [added: 3,816] | | | | | $ | [removed: 4,635] [added: 4,204] | | | | | (9) | | % |

| Operating Profit | | | $ | [removed: 5,369] [added: 8,024] | | | | | $ | [removed: 4,984] [added: 5,369] | | | | | [removed: 8] [added: 49] | | % |

| Operating margin | | | [removed: 16.1] [added: 24.4] | | % | | | | [removed: 16.2] [added: 16.1] | | % | | | | | | |

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Engineering decreased sales by 2%.

Divestitures, net of acquisitions, decreased sales by 1% primarily due to the divestment of the GIST business, partially offset by the nexAir, LLC acquisition.

The aforementioned drivers were partially offset by 6% higher price attainment across all geographic segments.

These increases more than offset the adverse impacts of cost inflation and lower volumes in the year.

2024 Outlook

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| Other charges (a) | | | $ | 40 | | | | | $ | 1,029 | | | | | — | | |

| Noncontrolling interests | | | $ | (142) | | | | | $ | (134) | | | | | 6 | | % |

| Net Income - Linde plc | | | $ | 6,199 | | | | | $ | 4,147 | | | | | 49 | | % |

| Net Income - Linde plc | | | $ | 6,989 | | | | | $ | 6,195 | | | | | 13 | | % |

| EBITDA | | | $ | 12,007 | | | | | $ | 9,745 | | | | | 23 | | % |

| Adjusted EBITDA | | | $ | 12,133 | | | | | $ | 10,873 | | | | | 12 | | % |

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

Volumes decreased sales by 1% primarily driven by the electronics and metals and mining end markets.

Other charges

In 2023, the costs primarily related to severance in the Engineering segment and expenses incurred due to the intercompany reorganization.

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Operating profit growth was driven by higher pricing, and productivity initiatives, partially offset by cost inflation and lower volumes.

Reported interest expense – net in 2023 increased $137 million, or 217%, versus 2022.

On an adjusted basis interest expense increased $118 million, or 120% in 2023 as compared to 2022.

The increase was driven primarily by higher interest rates on debt and included approximately $28 million of devaluation impacts from hyperinflationary countries.

The decrease includes higher tax benefits from share based compensation.

Noncontrolling interests

Net Income - Linde plc

Reported net income - Linde plc increased $2,052 million, or 49%.

Reported diluted earnings per share increased $4.36, or 53%, in 2023 as compared to 2022.

The number of employees at December 31, 2023 was 66,323, an increase of 2%, or 1,313 employees from 2022, driven primarily by the acquisition of nexAir.

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EBITDA increased to $12,007 million in 2023 from $9,745 million in 2022.

Adjusted EBITDA increased to $12,133 million for 2023 as compared to $10,873 million in 2022.

The increase in both periods was driven by higher net income - Linde plc versus prior year.

Additionally, Linde’s plant design, operations, and risk management teams are

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The U.S. plan derived a benefit from the actual return on plan assets.

Non-U.S. plans also experienced an increase in plan assets, offset by unfavorability generated from a higher PBO due to a decrease in discount rates.

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

Volume increased sales by 1%.

2023 Outlook

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

| Income from continuing operations | | | $ | 4,147 | | | | | $ | 3,821 | | | | | 9 | | % |

| Income from continuing operations | | | $ | 6,195 | | | | | $ | 5,579 | | | | | 11 | | % |

| EBITDA from continuing operations | | | $ | 9,745 | | | | | $ | 9,738 | | | | | — | | % |

| Adjusted EBITDA from continuing operations | | | $ | 10,873 | | | | | $ | 10,179 | | | | | 7 | | % |

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

Volume growth in all end markets, except healthcare, and startups increased sales by 1%.

Russia-Ukraine conflict and other charges

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

On a reported basis, operating profit increased $385 million, or 8% in 2022.

assets.

Cost reduction programs and other charges was $273 million in 2021.

Reported interest expense – net in 2022 decreased $14 million, or 18%, versus 2021.

On an adjusted basis interest expense decreased $32 million, or 25% in 2022 as compared to 2021.

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.

2021 included a deferred income tax charge related to the revaluation of net deferred tax liabilities for a tax rate increase in the United Kingdom (see Note 5 to the consolidated financial statements).

On a reported basis, the year-over-year increase in income from equity investments was due to a $35 million impairment charge taken in the third quarter of 2021 related to a joint venture in the APAC segment.

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

Income from continuing operations

Reported income from continuing operations increased $326 million, or 9%.

Reported diluted earnings per share from continuing operations increased $0.91, or 12%, in 2022 as compared to 2021.

The number of employees at December 31, 2022 was 65,010, a decrease of 10%, or 7,317 employees from 2021, primarily driven by the sale of GIST business, cost reduction initiatives and the deconsolidation of Russian subsidiaries in the EMEA and Engineering segments.

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

Adjusted EBITDA from continuing operations increased to $10,873 million for 2022 as compared to $10,179 million in 2021, primarily due to higher adjusted income from continuing operations plus depreciation and amortization versus the prior period.

In 2021, a new Sustainability Committee was created.

Both the U.S. and non-U.S. plans derived the benefit from a lower PBO due to an increase in discount rates.

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

Higher volumes increased sales by 4%, driven by higher demand across all end markets except healthcare, led by chemicals and energy.

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

Volume decreased sales by 3%.

| | | | | | | 6 | | % | | | | | | |

The increase was primarily driven by higher volumes and pricing and continued productivity initiatives which more than offset the impact of currency and inflation.

| | | | | | | (4) | | % |

The decrease was driven by project timing and negative currency translation, partially offset by a $321 million project progress recognition during the third quarter.

Engineering segment operating profit increased $82 million, or 17%, in 2022 versus 2021 driven by the aforementioned third quarter project and a fourth quarter project settlement, partially offset by other project timing and currency impacts.

| Volume/Price | | | | | | 3 | | % | | | | | | |

| Cost pass-through | | | | | | 1 | | % | | | | | | |

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: 2022.][added: 2023.]

At December 31, [removed: 2022,] [added: 2023,] Linde had debt totaling [removed: $17,914] [added: $19,373] million [removed: ($14,207] [added: ($17,914] million at December 31, [removed: 2021).][added: 2022).]

At December 31, [removed: 2021,] [added: 2023, including the impact of derivatives,] Linde had fixed-rate debt of [removed: $12,492] [added: $14,345] million and floating-rate debt of [removed: $1,715] [added: $5,028] million, representing [removed: 88%] [added: 74%] and [removed: 12%,] [added: 26%,] respectively, of total debt.

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: $666] [added: $742] million [removed: ($834] [added: ($666] million in [removed: 2021).][added: 2022).]

A one hundred basis point increase in interest rates would result in an approximate [removed: $21] [added: $65] million [removed: decrease] [added: increase] to derivative assets recorded.

At December 31, [removed: 2022,] [added: 2023,] 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: $25] [added: $50] million [removed: ($33] [added: ($25] million in [removed: 2021).][added: 2022).]

At December 31, [removed: 2022,] [added: 2023,] Linde had a notional amount outstanding of [removed: $3,870] [added: $5,651] million [removed: ($5,870] [added: ($3,870] million at December 31, [removed: 2021)] [added: 2022)] 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: 2022] [added: 2023] would [removed: increase] [added: decrease] by approximately [removed: $83] [added: $58] million and at December 31, [removed: 2021] [added: 2022] would [removed: decrease] [added: increase] by approximately [removed: $28] [added: $83] million, which would be largely offset by an offsetting loss or gain on the foreign-currency fluctuation of the underlying exposure being hedged.

Holding all other variables constant, if there were a 10% increase in foreign-currency exchange rates on the external debt portfolio, the fair market value of foreign-currency denominated debt outstanding at December 31, 2023 would decrease by approximately $970 million and at December 31, 2022 would decrease by approximately $803 million, which would be largely offset by an offsetting loss or gain on the underlying exposure being hedged.

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In order to mitigate interest rate risk, when considered appropriate, interest-rate swaps are entered into as hedges of underlying financial instruments to effectively change the characteristics of the interest rate without actually changing the underlying financial instrument.

At December 31, 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.

Linde’s sales were [removed: $33,364] [added: $32,854] million, [removed: $30,793] [added: $33,364] million, and [removed: $27,243] [added: $30,793] million for [added: 2023,] 2022, [removed: 2021,] and [removed: 2020,] [added: 2021,] respectively.

The company utilizes its extensive process engineering know-how in the planning, design and construction of highly efficient [removed: turnkey] plants for the production and processing of gases.

International – Linde is a global enterprise with approximately 68% of its [removed: 2022] [added: 2023] sales outside of the United States.

The company also has equity method investments operating in Europe, Asia, [removed: Africa,] [added: and] the Middle [removed: East, and North America.][added: East.]

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

The company mitigates electricity, natural gas, and hydrocarbon price fluctuations contractually through pricing formulas, surcharges, [removed: and] cost pass–through and tolling arrangements.

The supply of energy has not [added: typically] been a significant issue in the geographic areas where the company conducts business.

However, energy availability and price is unpredictable and may pose [removed: unforeseen] future risks.

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

A global leader of [removed: Diversity] [added: Diversity, Equity] and Inclusion reports to the head of Human Resources.

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

As of December 31, [removed: 2022,] [added: 2023,] Linde had [removed: 65,010] [added: 66,323] employees worldwide comprised of approximately 28 percent women and 72 percent men.

Sanjiv Lamba, [removed: 58,] [added: 59,] was appointed Chief Executive Officer of Linde effective March 1, 2022.

Guillermo Bichara, [removed: 48,] [added: 49,] is Executive Vice President and Chief Legal Officer.

Sean Durbin, [removed: 52,] [added: 53,] became Executive Vice President, [removed: EMEA in April 2021.][added: North America effective September 1, 2023.]

Previously, he served as [added: Executive Vice President, EMEA from April 2021 to September 2023 and] Senior Vice President, Global Functions [removed: beginning in] [added: from] July 2020.

Hoyt, [removed: 53,] [added: 54,] became the Chief Accounting Officer of Linde in October 2018.

Juergen Nowicki, [removed: 59,] [added: 60,] was appointed Executive Vice President and CEO, Linde Engineering in April 2020.

John Panikar, [removed: 55,] [added: 56,] was appointed Executive Vice President, APAC of Linde effective in January 2021.

Strauss, [removed: 64, is] [added: 65, has been] Executive Vice President and Chief Human Resources [removed: Officer.][added: Officer since 2022.]

White, [removed: 50,] [added: 51,] became Executive Vice President and Chief Financial Officer of Linde in October 2018.

[added: Prior to] this, Mr. White was President of Praxair Canada from 2011 to [removed: 2014.][added: 2013.]

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In addition, annually managers have the ability to grant leadership awards under the Long Term Incentive Plan to certain eligible employees.

The total professional workforce is comprised of approximately 29 percent women and 71 percent men.

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Oliver Pfann, 55, was appointed Senior Vice President, EMEA effective September 1, 2023.

Since 1995, Oliver Pfann has served in a range of roles at Linde.

He began his career in Product Development and then as Sales Manager in Romania.

He transitioned to Global Key Accounts and was named General Manager of Linde Italy in 2004.

Since 2007, Pfann led a

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

regional cluster in Eastern Europe with an increasing number of countries.

In 2017, he was promoted to lead the Region UK, Ireland and Africa before assuming his assignment as Business President for Region Europe East in 2019.

From 2018 to 2021, he was Senior Vice President and Chief Human Resources Officer.

From 2000 to 2013, he served as the General Manager for Linde Advanced Material Technologies Inc. (formerly “Praxair Surface Technologies, Inc.”).

In 2013, he became Vice President of Safety, Health and Environment before being named Chief Human Resources Officer of Praxair, Inc., a position he held from 2016 until 2018.

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

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

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

Prior to

For the fiscal year ended December 31, [removed: 2022][added: 2023]

| (203) 837 - 2000 | | | | | | [removed: \+ 44] [added: +44] 14 83 242200 | | |

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

The aggregate market value of the voting and non-voting common stock held by non-affiliates as of June 30, [removed: 2022,] [added: 2023,] was approximately [removed: $143] [added: $186] 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: 2023, 492,160,806] [added: 2024, 481,576,472] 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: 2023] [added: 2024] Annual General Meeting of Shareholders, [added: to be filed with the Securities and Exchange Commission within 120 days after the end of the company’s fiscal year,] are incorporated in Part III of this report.

| Item 1: | | | [removed: [Business](#id0877c2431d64db0b56875ef3cbcf5bf_16)] [added: [Business](#ife3a1164a7b24a88ba40a4d69040f188_16)] | | | [removed: [4](#id0877c2431d64db0b56875ef3cbcf5bf_16)] [added: [4](#ife3a1164a7b24a88ba40a4d69040f188_16)] | | |

| Item 1A: | | | [Risk [removed: Factors](#id0877c2431d64db0b56875ef3cbcf5bf_19)] [added: Factors](#ife3a1164a7b24a88ba40a4d69040f188_19)] | | | [removed: [9](#id0877c2431d64db0b56875ef3cbcf5bf_19)] [added: [9](#ife3a1164a7b24a88ba40a4d69040f188_19)] | | |

| Item 1B: | | | [Unresolved Staff [removed: Comments](#id0877c2431d64db0b56875ef3cbcf5bf_22)] [added: Comments](#ife3a1164a7b24a88ba40a4d69040f188_22)] | | | [removed: [15](#id0877c2431d64db0b56875ef3cbcf5bf_22)] [added: [15](#ife3a1164a7b24a88ba40a4d69040f188_22)] | | |

| Item 2: | | | [removed: [Properties](#id0877c2431d64db0b56875ef3cbcf5bf_25)] [added: [Properties](#ife3a1164a7b24a88ba40a4d69040f188_25)] | | | [removed: [15](#id0877c2431d64db0b56875ef3cbcf5bf_25)] [added: [15](#ife3a1164a7b24a88ba40a4d69040f188_25)] | | |

| Item 3: | | | [Legal [removed: Proceedings](#id0877c2431d64db0b56875ef3cbcf5bf_28)] [added: Proceedings](#ife3a1164a7b24a88ba40a4d69040f188_28)] | | | [removed: [15](#id0877c2431d64db0b56875ef3cbcf5bf_28)] [added: [16](#ife3a1164a7b24a88ba40a4d69040f188_28)] | | |

| Item 4: | | | [Mine Safety [removed: Disclosures](#id0877c2431d64db0b56875ef3cbcf5bf_31)] [added: Disclosures](#ife3a1164a7b24a88ba40a4d69040f188_31)] | | | [removed: [15](#id0877c2431d64db0b56875ef3cbcf5bf_31)] [added: [16](#ife3a1164a7b24a88ba40a4d69040f188_31)] | | |

| Item 5: | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#id0877c2431d64db0b56875ef3cbcf5bf_37)] [added: Securities](#ife3a1164a7b24a88ba40a4d69040f188_37)] | | | [removed: [16](#id0877c2431d64db0b56875ef3cbcf5bf_37)] [added: [17](#ife3a1164a7b24a88ba40a4d69040f188_37)] | | |

| Item 6: | | | [removed: [Reserved](#id0877c2431d64db0b56875ef3cbcf5bf_40)] [added: [Reserved](#ife3a1164a7b24a88ba40a4d69040f188_40)] | | | [removed: [17](#id0877c2431d64db0b56875ef3cbcf5bf_40)] [added: [18](#ife3a1164a7b24a88ba40a4d69040f188_40)] | | |

| Item 7: | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#id0877c2431d64db0b56875ef3cbcf5bf_43)] [added: Operations](#ife3a1164a7b24a88ba40a4d69040f188_43)] | | | [removed: [18](#id0877c2431d64db0b56875ef3cbcf5bf_43)] [added: [19](#ife3a1164a7b24a88ba40a4d69040f188_43)] | | |

| Item 7A: | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#id0877c2431d64db0b56875ef3cbcf5bf_97)] [added: Risk](#ife3a1164a7b24a88ba40a4d69040f188_97)] | | | [removed: [45](#id0877c2431d64db0b56875ef3cbcf5bf_97)] [added: [46](#ife3a1164a7b24a88ba40a4d69040f188_97)] | | |

| Item 8: | | | [Financial Statements and Supplementary [removed: Data](#id0877c2431d64db0b56875ef3cbcf5bf_100)] [added: Data](#ife3a1164a7b24a88ba40a4d69040f188_100)] | | | [removed: [46](#id0877c2431d64db0b56875ef3cbcf5bf_100)] [added: [47](#ife3a1164a7b24a88ba40a4d69040f188_100)] | | |

| Item 9: | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#id0877c2431d64db0b56875ef3cbcf5bf_202)] [added: Disclosure](#ife3a1164a7b24a88ba40a4d69040f188_196)] | | | [removed: [99](#id0877c2431d64db0b56875ef3cbcf5bf_202)] [added: [103](#ife3a1164a7b24a88ba40a4d69040f188_196)] | | |

| Item 9A: | | | [Controls and [removed: Procedures](#id0877c2431d64db0b56875ef3cbcf5bf_205)] [added: Procedures](#ife3a1164a7b24a88ba40a4d69040f188_199)] | | | [removed: [99](#id0877c2431d64db0b56875ef3cbcf5bf_205)] [added: [103](#ife3a1164a7b24a88ba40a4d69040f188_199)] | | |

| Item 9C: | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#id0877c2431d64db0b56875ef3cbcf5bf_211)] [added: Inspections](#ife3a1164a7b24a88ba40a4d69040f188_205)] | | | [removed: [99](#id0877c2431d64db0b56875ef3cbcf5bf_211)] [added: [103](#ife3a1164a7b24a88ba40a4d69040f188_205)] | | |

| Item 10: | | | [Directors, Executive Officers and Corporate [removed: Governance](#id0877c2431d64db0b56875ef3cbcf5bf_217)] [added: Governance](#ife3a1164a7b24a88ba40a4d69040f188_211)] | | | [removed: [100](#id0877c2431d64db0b56875ef3cbcf5bf_217)] [added: [104](#ife3a1164a7b24a88ba40a4d69040f188_211)] | | |

| Item 12: | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#id0877c2431d64db0b56875ef3cbcf5bf_223)] [added: Matters](#ife3a1164a7b24a88ba40a4d69040f188_217)] | | | [removed: [101](#id0877c2431d64db0b56875ef3cbcf5bf_223)] [added: [105](#ife3a1164a7b24a88ba40a4d69040f188_217)] | | |

| Item 13: | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#id0877c2431d64db0b56875ef3cbcf5bf_226)] [added: Independence](#ife3a1164a7b24a88ba40a4d69040f188_220)] | | | [removed: [101](#id0877c2431d64db0b56875ef3cbcf5bf_226)] [added: [105](#ife3a1164a7b24a88ba40a4d69040f188_220)] | | |

| Item 14: | | | [Principal Accounting Fees and [removed: Services](#id0877c2431d64db0b56875ef3cbcf5bf_229)] [added: Services](#ife3a1164a7b24a88ba40a4d69040f188_223)] | | | [removed: [101](#id0877c2431d64db0b56875ef3cbcf5bf_229)] [added: [105](#ife3a1164a7b24a88ba40a4d69040f188_223)] | | |

| Item 15: | | | [Exhibits and Financial Statement [removed: Schedules](#id0877c2431d64db0b56875ef3cbcf5bf_235)] [added: Schedules](#ife3a1164a7b24a88ba40a4d69040f188_229)] | | | [removed: [102](#id0877c2431d64db0b56875ef3cbcf5bf_235)] [added: [106](#ife3a1164a7b24a88ba40a4d69040f188_229)] | | |

These risks and uncertainties may cause [removed: actual] future results or circumstances to differ materially from [removed: accounting principles generally accepted in the United States of America, International Financial Reporting Standards or] adjusted projections, estimates or other forward-looking statements.

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

NYSE was the exchange on which Linde’s stock was listed before it delisted from the NYSE and became listed on the Nasdaq Stock Market as of November 7, 2023.

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

For the fiscal year ended December 31, 2023

| Item 1C: | | | [Cybersecurity](#ife3a1164a7b24a88ba40a4d69040f188_1903) | | | [15](#ife3a1164a7b24a88ba40a4d69040f188_1903) | | |

| Item 9B: | | | [Other Information](#ife3a1164a7b24a88ba40a4d69040f188_202) | | | [103](#ife3a1164a7b24a88ba40a4d69040f188_202) | | |

| Item 11: | | | [Executive Compensation](#ife3a1164a7b24a88ba40a4d69040f188_214) | | | [104](#ife3a1164a7b24a88ba40a4d69040f188_214) | | |

| Item 16: | | | [Form 10-K Summary](#ife3a1164a7b24a88ba40a4d69040f188_1) | | | [112](#ife3a1164a7b24a88ba40a4d69040f188_235) | | |

| [Signatures](#ife3a1164a7b24a88ba40a4d69040f188_238) | | | | | | [113](#ife3a1164a7b24a88ba40a4d69040f188_238) | | |

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

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

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

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

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

Not applicable.

Linde has received no written SEC staff comments regarding any of its Exchange Act reports which remain unresolved.

*Risk Management & Strategy*

Cybersecurity is identified as a top enterprise risk given the company's reliance on information technology systems and networks for business and operational activities.

Linde has taken steps to address these risks and concerns by implementing cybersecurity and risk management processes that include advanced security technologies, internal controls, network and data center resiliency and disaster recovery processes.

Linde is implementing a series of security enhancements based on the Zero Trust principle.

Linde maintains a Standard Operating Procedure for Global Security Incident Response that defines how Linde responds to cyber incidents, including escalation, reporting and remediation procedures.

Dedicated cybersecurity teams conduct surveillance for potential threats and implement both procedural and technological controls to protect data and to maintain safe, uninterrupted operations.

The company engages third parties in connection with these efforts to provide independent analysis and advice on cybersecurity risks, incidents and other cyber security related matters.

In addition, to help our people recognize information and cybersecurity concerns and respond accordingly, Linde conducts mandatory trainings and cybersecurity awareness programs for employees.

Third party software providers that facilitate Linde’s business activities are also sources of cybersecurity risk for the company.

Linde performs risk assessment procedures including evaluation of the overall health of the control environment for certain third-party providers.

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

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

These failures and breaches could result in business interruption or malfunction and lead to legal or regulatory actions that could result in a material adverse impact on Linde’s operations, reputation and financial results.

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

*Governance*

Information and cybersecurity risk management fall under the oversight of the Audit Committee.

The Audit Committee receives an annual review, followed by quarterly updates, of the Company’s cybersecurity systems, enhancements, strategies and risk management efforts, and the Chair of the Audit Committee will be promptly notified of any material cybersecurity breach incident.

In addition, the full Board reviews cybersecurity as part of its regular risk reviews.

Linde has appointed a Global Chief Information Officer (CIO) reporting to the Chief Financial Officer (CFO).

A Chief Information Security Officer reports to the CIO and is supported by a global IT security team.

Due to the nature of Linde’s industrial gas products, it is generally uneconomical to transport [removed: them] [added: most products] distances greater than a few hundred miles from the production facility.

No significant portion of these assets was leased at December 31, [removed: 2022.][added: 2023.]

The EMEA segment has production facilities primarily in Germany, [added: the U.K., Eastern Europe,] France, [removed: Sweden,] [added: Sweden and] the Republic of South [removed: Africa, and the U.K.] [added: Africa] which include approximately 275 cryogenic air separation plants and carbon dioxide plants.

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

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

Linde plc shares trade on the [removed: New York Stock Exchange (“NYSE”) and the Frankfurt] [added: Nasdaq] Stock [removed: Exchange (“FSE”)] [added: Market LLC (“Nasdaq”)] under the ticker symbol “LIN”.

At December 31, [removed: 2022] [added: 2023] there were [removed: 7,319] [added: 6,596] 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: 2022] [added: 2023] is provided below:

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

(2) As of December 31, [removed: 2022,] [added: 2023,] the company repurchased [removed: $4.6] [added: $8.6] billion of its ordinary shares pursuant to the 2022 [removed: \`] program.

As of December 31, [removed: 2022, $5.4] [added: 2023, $1.4] billion [added: and $15 billion] of share repurchases remain authorized under the 2022 [removed: program.][added: and 2023 programs, respectively.]

*Peer Performance Table –* The graph below compares the most recent five-year cumulative returns of [removed: the common stock of Praxair, the company's predecessor, through October 31, 2018 and] Linde's ordinary shares [removed: 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: 29] [added: 28] companies, including Linde.

The figures assume an initial investment of $100 on December 31, [removed: 2017] [added: 2018] and that all dividends have been reinvested.

[removed: ][added: ]

| | | | [removed: 2017 | | |] 2018 | | | 2019 | | | 2020 | | | 2021 | | | 2022 | | | [added: 2023 | | |]

From January 1, 2023 through November 6, 2023, Linde’s shares were traded on the New York Stock Exchange (“NYSE”), but effective November 7, 2023, Linde delisted its shares from the NYSE and began listing and trading its shares on the Nasdaq.

| October 2023 | | | 852 | | | | | | $ | 373.13 | | | | | 852 | | | | | | $ | 17,051 | |

| November 2023 | | | 657 | | | | | | $ | 400.45 | | | | | 657 | | | | | | $ | 16,788 | |

| December 2023 | | | 1,042 | | | | | | $ | 405.41 | | | | | 1,042 | | | | | | $ | 16,366 | |

| Fourth Quarter 2023 | | | 2,551 | | | | | | $ | 393.35 | | | | | 2,551 | | | | | | $ | 16,366 | |

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

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

On October 23, 2023, the company's board of directors approved the repurchase of $15.0 billion of its ordinary shares ("2023 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.

The 2023 program began on October 23, 2023 and will terminate on the earlier of the date as the maximum authority under the 2023 program is reached or the board terminates the 2023 program.

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

| LIN | | | $100 | | | $139 | | | $175 | | | $234 | | | $223 | | | $285 | | |

| SPX | | | $100 | | | $131 | | | $156 | | | $200 | | | $164 | | | $207 | | |

| S5MATR | | | $100 | | | $125 | | | $150 | | | $191 | | | $168 | | | $189 | | |

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 | | |

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

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

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

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

| [Management’s Statement of Responsibility for Financial [removed: Statements](#id0877c2431d64db0b56875ef3cbcf5bf_103)] [added: Statements](#ife3a1164a7b24a88ba40a4d69040f188_103)] | | | [removed: [47](#id0877c2431d64db0b56875ef3cbcf5bf_103)] [added: [48](#ife3a1164a7b24a88ba40a4d69040f188_103)] | | |

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#id0877c2431d64db0b56875ef3cbcf5bf_106)] [added: Reporting](#ife3a1164a7b24a88ba40a4d69040f188_106)] | | | [removed: [47](#id0877c2431d64db0b56875ef3cbcf5bf_106)] [added: [48](#ife3a1164a7b24a88ba40a4d69040f188_106)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#id0877c2431d64db0b56875ef3cbcf5bf_109)] [added: Firm](#ife3a1164a7b24a88ba40a4d69040f188_109)] \[PCAOB ID 238\] | | | [removed: [48](#id0877c2431d64db0b56875ef3cbcf5bf_109)] [added: [49](#ife3a1164a7b24a88ba40a4d69040f188_109)] | | |

| [Consolidated Statements of Income for the Years Ended December 31, [removed: 202](#id0877c2431d64db0b56875ef3cbcf5bf_115)[2](#id0877c2431d64db0b56875ef3cbcf5bf_115)[, 202](#id0877c2431d64db0b56875ef3cbcf5bf_115)[1](#id0877c2431d64db0b56875ef3cbcf5bf_115) [and](#id0877c2431d64db0b56875ef3cbcf5bf_115) [20](#id0877c2431d64db0b56875ef3cbcf5bf_115)[20](#id0877c2431d64db0b56875ef3cbcf5bf_115)] [added: 2023, 2022 and 2021](#ife3a1164a7b24a88ba40a4d69040f188_115)] | | | [removed: [50](#id0877c2431d64db0b56875ef3cbcf5bf_115)] [added: [51](#ife3a1164a7b24a88ba40a4d69040f188_115)] | | |

| [Consolidated Statements of Comprehensive Income for the Years Ended December [removed: 31,](#id0877c2431d64db0b56875ef3cbcf5bf_118) [202](#id0877c2431d64db0b56875ef3cbcf5bf_115)[2](#id0877c2431d64db0b56875ef3cbcf5bf_115)[, 202](#id0877c2431d64db0b56875ef3cbcf5bf_115)[1](#id0877c2431d64db0b56875ef3cbcf5bf_115) [and](#id0877c2431d64db0b56875ef3cbcf5bf_115) [20](#id0877c2431d64db0b56875ef3cbcf5bf_115)[20](#id0877c2431d64db0b56875ef3cbcf5bf_115)] [added: 31,](#ife3a1164a7b24a88ba40a4d69040f188_118) [2023, 2022 and 2021](#ife3a1164a7b24a88ba40a4d69040f188_115)] | | | [removed: [51](#id0877c2431d64db0b56875ef3cbcf5bf_118)] [added: [52](#ife3a1164a7b24a88ba40a4d69040f188_118)] | | |

| [Consolidated Balance Sheets as [removed: as] of December 31, [removed: 202](#id0877c2431d64db0b56875ef3cbcf5bf_121)[2](#id0877c2431d64db0b56875ef3cbcf5bf_121) [and 20](#id0877c2431d64db0b56875ef3cbcf5bf_121)[21](#id0877c2431d64db0b56875ef3cbcf5bf_121)] [added: 2023 and 2022](#ife3a1164a7b24a88ba40a4d69040f188_121)] | | | [removed: [52](#id0877c2431d64db0b56875ef3cbcf5bf_121)] [added: [53](#ife3a1164a7b24a88ba40a4d69040f188_121)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December [removed: 31,](#id0877c2431d64db0b56875ef3cbcf5bf_124) [202](#id0877c2431d64db0b56875ef3cbcf5bf_115)[2](#id0877c2431d64db0b56875ef3cbcf5bf_115)[, 202](#id0877c2431d64db0b56875ef3cbcf5bf_115)[1](#id0877c2431d64db0b56875ef3cbcf5bf_115) [and](#id0877c2431d64db0b56875ef3cbcf5bf_115) [20](#id0877c2431d64db0b56875ef3cbcf5bf_115)[20](#id0877c2431d64db0b56875ef3cbcf5bf_115)] [added: 31,](#ife3a1164a7b24a88ba40a4d69040f188_124) [2023, 2022 and 2021](#ife3a1164a7b24a88ba40a4d69040f188_115)] | | | [removed: [53](#id0877c2431d64db0b56875ef3cbcf5bf_124)] [added: [54](#ife3a1164a7b24a88ba40a4d69040f188_124)] | | |

| [Consolidated Statements of Equity for the Years Ended December [removed: 31,](#id0877c2431d64db0b56875ef3cbcf5bf_127) [202](#id0877c2431d64db0b56875ef3cbcf5bf_115)[2](#id0877c2431d64db0b56875ef3cbcf5bf_115)[, 202](#id0877c2431d64db0b56875ef3cbcf5bf_115)[1](#id0877c2431d64db0b56875ef3cbcf5bf_115) [and](#id0877c2431d64db0b56875ef3cbcf5bf_115) [20](#id0877c2431d64db0b56875ef3cbcf5bf_115)[20](#id0877c2431d64db0b56875ef3cbcf5bf_115)] [added: 31, 2023, 2022 and 2021](#ife3a1164a7b24a88ba40a4d69040f188_127)] | | | [removed: [54](#id0877c2431d64db0b56875ef3cbcf5bf_127)] [added: [55](#ife3a1164a7b24a88ba40a4d69040f188_127)] | | |

| [Note 1. Summary of Significant Accounting [removed: Policies](#id0877c2431d64db0b56875ef3cbcf5bf_133)] [added: Policies](#ife3a1164a7b24a88ba40a4d69040f188_133)] | | | [removed: [55](#id0877c2431d64db0b56875ef3cbcf5bf_133)] [added: [56](#ife3a1164a7b24a88ba40a4d69040f188_133)] | | |

| [Note [removed: 2.](#id0877c2431d64db0b56875ef3cbcf5bf_136) [Acquisition](#id0877c2431d64db0b56875ef3cbcf5bf_136)] [added: 2. Acquisition](#ife3a1164a7b24a88ba40a4d69040f188_136)[s](#ife3a1164a7b24a88ba40a4d69040f188_136)] [and [removed: Divestitures](#id0877c2431d64db0b56875ef3cbcf5bf_136)] [added: Divestitures](#ife3a1164a7b24a88ba40a4d69040f188_136)] | | | [removed: [58](#id0877c2431d64db0b56875ef3cbcf5bf_136)] [added: [60](#ife3a1164a7b24a88ba40a4d69040f188_136)] | | |

| [removed: [Note 3.] [added: 2022] Russia-Ukraine [removed: Conflict] [added: conflict] and [removed: Other Charges](#id0877c2431d64db0b56875ef3cbcf5bf_139)] [added: other charges] | | | [removed: [59](#id0877c2431d64db0b56875ef3cbcf5bf_139)] [added: 890] | | | [added: | | | | | | 41 | | | | | | 24 | | | | | | 65 | | | | | | 74 | | | | | | 1,029 | | |]

| [Note 4. [removed: Leases](#id0877c2431d64db0b56875ef3cbcf5bf_142)] [added: Leases](#ife3a1164a7b24a88ba40a4d69040f188_142)] | | | [removed: [62](#id0877c2431d64db0b56875ef3cbcf5bf_142)] [added: [65](#ife3a1164a7b24a88ba40a4d69040f188_142)] | | |

| [Note 5. Income [removed: Taxes](#id0877c2431d64db0b56875ef3cbcf5bf_145)] [added: Taxes](#ife3a1164a7b24a88ba40a4d69040f188_145)] | | | [removed: [63](#id0877c2431d64db0b56875ef3cbcf5bf_145)] [added: [66](#ife3a1164a7b24a88ba40a4d69040f188_145)] | | |

| [Note 6. Earnings Per Share – Linde plc [removed: Shareholders](#id0877c2431d64db0b56875ef3cbcf5bf_148)] [added: Shareholders](#ife3a1164a7b24a88ba40a4d69040f188_148)] | | | [removed: [68](#id0877c2431d64db0b56875ef3cbcf5bf_148)] [added: [71](#ife3a1164a7b24a88ba40a4d69040f188_148)] | | |

| [Note 7. Supplemental [removed: Information](#id0877c2431d64db0b56875ef3cbcf5bf_151)] [added: Information](#ife3a1164a7b24a88ba40a4d69040f188_151)] | | | [removed: [68](#id0877c2431d64db0b56875ef3cbcf5bf_151)] [added: [71](#ife3a1164a7b24a88ba40a4d69040f188_151)] | | |

| [Note 8. Property, Plant and Equipment – [removed: Net](#id0877c2431d64db0b56875ef3cbcf5bf_154)] [added: Net](#ife3a1164a7b24a88ba40a4d69040f188_154)] | | | [removed: [72](#id0877c2431d64db0b56875ef3cbcf5bf_154)] [added: [75](#ife3a1164a7b24a88ba40a4d69040f188_154)] | | |

| [Note 9. [removed: Goodwill](#id0877c2431d64db0b56875ef3cbcf5bf_157)] [added: Goodwill](#ife3a1164a7b24a88ba40a4d69040f188_157)] | | | [removed: [72](#id0877c2431d64db0b56875ef3cbcf5bf_157)] [added: [75](#ife3a1164a7b24a88ba40a4d69040f188_157)] | | |

| [Note 10. Other Intangible [removed: Assets](#id0877c2431d64db0b56875ef3cbcf5bf_160)] [added: Assets](#ife3a1164a7b24a88ba40a4d69040f188_160)] | | | [removed: [73](#id0877c2431d64db0b56875ef3cbcf5bf_160)] [added: [76](#ife3a1164a7b24a88ba40a4d69040f188_160)] | | |

| [Note 11. [removed: Debt](#id0877c2431d64db0b56875ef3cbcf5bf_163)] [added: Debt](#ife3a1164a7b24a88ba40a4d69040f188_163)] | | | [removed: [75](#id0877c2431d64db0b56875ef3cbcf5bf_163)] [added: [78](#ife3a1164a7b24a88ba40a4d69040f188_163)] | | |

| [Note 12. Financial [removed: Instruments](#id0877c2431d64db0b56875ef3cbcf5bf_169)] [added: Instruments](#ife3a1164a7b24a88ba40a4d69040f188_166)] | | | [removed: [77](#id0877c2431d64db0b56875ef3cbcf5bf_169)] [added: [80](#ife3a1164a7b24a88ba40a4d69040f188_166)] | | |

| [Note 13. Fair Value [removed: Disclosures](#id0877c2431d64db0b56875ef3cbcf5bf_172)] [added: Disclosures](#ife3a1164a7b24a88ba40a4d69040f188_169)] | | | [removed: [79](#id0877c2431d64db0b56875ef3cbcf5bf_172)] [added: [82](#ife3a1164a7b24a88ba40a4d69040f188_169)] | | |

| [Note 14. Equity and Noncontrolling [removed: Interests](#id0877c2431d64db0b56875ef3cbcf5bf_175)] [added: Interests](#ife3a1164a7b24a88ba40a4d69040f188_172)] | | | [removed: [81](#id0877c2431d64db0b56875ef3cbcf5bf_175)] [added: [83](#ife3a1164a7b24a88ba40a4d69040f188_172)] | | |

| [Note 15. Share-Based [removed: Compensation](#id0877c2431d64db0b56875ef3cbcf5bf_178)] [added: Compensation](#ife3a1164a7b24a88ba40a4d69040f188_175)] | | | [removed: [82](#id0877c2431d64db0b56875ef3cbcf5bf_178)] [added: [85](#ife3a1164a7b24a88ba40a4d69040f188_175)] | | |

| [Note 16. Retirement [removed: Programs](#id0877c2431d64db0b56875ef3cbcf5bf_184)] [added: Programs](#ife3a1164a7b24a88ba40a4d69040f188_178)] | | | [removed: [84](#id0877c2431d64db0b56875ef3cbcf5bf_184)] [added: [87](#ife3a1164a7b24a88ba40a4d69040f188_178)] | | |

| [Note 17. Commitments and [removed: Contingencies](#id0877c2431d64db0b56875ef3cbcf5bf_190)] [added: Contingencies](#ife3a1164a7b24a88ba40a4d69040f188_184)] | | | [removed: [92](#id0877c2431d64db0b56875ef3cbcf5bf_190)] [added: [95](#ife3a1164a7b24a88ba40a4d69040f188_184)] | | |

| [Note 18. Segment [removed: Information](#id0877c2431d64db0b56875ef3cbcf5bf_193)] [added: Information](#ife3a1164a7b24a88ba40a4d69040f188_187)] | | | [removed: [93](#id0877c2431d64db0b56875ef3cbcf5bf_193)] [added: [97](#ife3a1164a7b24a88ba40a4d69040f188_187)] | | |

| [Note 19. Revenue [removed: Recognition](#id0877c2431d64db0b56875ef3cbcf5bf_196)] [added: Recognition](#ife3a1164a7b24a88ba40a4d69040f188_190)] | | | [removed: [96](#id0877c2431d64db0b56875ef3cbcf5bf_196)] [added: [100](#ife3a1164a7b24a88ba40a4d69040f188_190)] | | |

| [Note 20. Subsequent [removed: Events](#id0877c2431d64db0b56875ef3cbcf5bf_2012)] [added: Events](#ife3a1164a7b24a88ba40a4d69040f188_193)] | | | [removed: [98](#id0877c2431d64db0b56875ef3cbcf5bf_2012)] [added: [102](#ife3a1164a7b24a88ba40a4d69040f188_193)] | | |

Based on this evaluation, management concluded that the company’s internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

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: 2022] [added: 2023] as stated in their report.

| Matthew J. White Chief Financial Officer | | | | | | February 28, [removed: 2023] [added: 2024] | | |

We have audited the accompanying consolidated balance sheets of Linde plc and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

As described in Note 19 to the consolidated financial statements, [removed: $2,762] [added: $2,160] million of the Company’s total revenues for the year ended December 31, [removed: 2022] [added: 2023] was generated from the sale of equipment contracts.

[removed: Sale] [added: Sales] of equipment contracts are generally comprised of a single performance obligation.

| Year Ended December 31, | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Sales | | | $ | [removed: 33,364] [added: 32,854] | | | | | $ | [removed: 30,793] [added: 33,364] | | | | | $ | [removed: 27,243] [added: 30,793] | |

| Cost of sales, exclusive of depreciation and amortization | | | [removed: 19,450] [added: 17,492] | | | | | | [removed: 17,543] [added: 19,450] | | | | | | [removed: 15,383] [added: 17,543] | | |

| [Note 3.](#ife3a1164a7b24a88ba40a4d69040f188_139) [Other Charges](#ife3a1164a7b24a88ba40a4d69040f188_139) | | | [62](#ife3a1164a7b24a88ba40a4d69040f188_139) | | |

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

February 28, 2024

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

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February 28, 2023

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

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

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

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

| Redemption value adjustments | | | | | | | | | | | | | | | | | | | | | 17 | | | | | | | | | | | | | | | | | | | | | | | | 17 | | | | | | | | | | | | 17 | | |

| Dividends ($4.68 per ordinary share) | | | | | | | | | | | | | | | | | | | | | (2,344) | | | | | | | | | | | | | | | | | | | | | | | | (2,344) | | | | | | | | | | | | (2,344) | | |

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.

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

Deconsolidation of Joint Venture in APAC

Effective January 1, 2021, Linde deconsolidated a joint venture with operations in APAC, due to the expiration of certain contractual rights that the parties mutually agreed not to renew.

From the effective date, the joint venture is reflected as an equity investment on Linde's consolidated balance sheet with the corresponding results reflected in income from equity investments on the consolidated statement of income.

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

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

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

The deconsolidation resulted in a gain of $52 million recorded within 2021 charges (see Note 3) related to the release of the CTA balance recorded within AOCI.

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

The joint venture contributed sales of approximately $600 million in 2020.

Russia-Ukraine Conflict and Other Charges

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2020 Charges

Total cost reduction program related charges were $391 million ($277 million after tax) for the year ended December 31, 2020.

These expenses consisted primarily of severance costs of $298 million and other charges of $93 million for the year ended December 31, 2020.

Other charges related to the execution of the company's synergistic actions including location consolidations and business rationalization projects, process harmonization, and associated non-recurring costs.

Merger-related and other charges were $115 million ($95 million, after tax).

for the year ended December 31, 2020.

| Americas | | | $ | 35 | | | | | $ | 24 | | | | | $ | 59 | | | | | $ | 13 | | | | | $ | 72 | |

| EMEA | | | 131 | | | | | | 21 | | | | | | 152 | | | | | | 3 | | | | | | 155 | | |

| APAC | | | 7 | | | | | | 2 | | | | | | 9 | | | | | | 3 | | | | | | 12 | | |

| Other | | | 87 | | | | | | 18 | | | | | | 105 | | | | | | 92 | | | | | | 197 | | |

| Total | | | $ | 298 | | | | | $ | 93 | | | | | $ | 391 | | | | | $ | 115 | | | | | $ | 506 | |

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| *(millions of dollars)* | | | Total Russia charges | | | | | | Severance costs | | | | | | Other cost reduction charges | | | | | | Total cost reduction program related charges | | | | | | Merger related and other charges | | | | | | Total | | |

| Balance, December 31, 2020 | | | $ | — | | | | | $ | 283 | | | | | $ | 22 | | | | | $ | 305 | | | | | $ | 64 | | | | | $ | 369 | |

| Less: Cash payments | | | — | | | | | | (138) | | | | | | (15) | | | | | | (153) | | | | | | (22) | | | | | | (175) | | |

| 2022 Russia-Ukraine conflict and other charges | | | 890 | | | | | | 41 | | | | | | 24 | | | | | | 65 | | | | | | 74 | | | | | | 1,029 | | |

| 2023 | | | | | | $ | 196 | | | | | $ | 48 | |

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: 2022,] [added: 2023,] 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: 2022.][added: 2023.]

There were no changes in Linde’s internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, Linde’s internal control over financial reporting.

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

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 [removed: Statement to be filed by April 30, 2023 for the Annual General Meeting.][added: Statement.]

Richenhagen (chairman), Dr. 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 [removed: New York Stock Exchange.][added: Nasdaq.]

The Linde Board of Directors has determined that Alberto Weisser satisfy the criteria adopted by the SEC to serve as an “audit committee financial 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 [removed: New York Stock Exchange.][added: Nasdaq.]

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 [removed: Statement to be filed by April 30, 2023 for the Annual General Meeting.][added: Statement.]

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

*Equity Compensation Plans Information -* The table below provides information as of December 31, [removed: 2022] [added: 2023] 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 with awards outstanding as of December 31, [removed: 2022.][added: 2023.]

(1)This amount includes [removed: 649,987] [added: 637,600] restricted shares and [removed: 585,550] [added: 571,628] performance shares.

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 [removed: Statement to be filed by April 30, 2023 for the Annual General Meeting.][added: Statement.]

| Equity compensation plans approved by shareholders | | | 7,034,362 | | | (1) | | | $ | 180.58 | | | | | 7,661,431 | | | (2) | | |

| Total | | | 7,034,362 | | | | | | $ | 180.58 | | | | | 7,661,431 | | | | | |

| 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 | | | | | |

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 [removed: Statement to be filed by April 30, 2023 for the Annual General Meeting.][added: Statement.]

Information required by this item is incorporated herein by reference to the section captioned “Audit Matters” in Linde’s Proxy [removed: Statement to be filed by April 30, 2023 for the Annual General Meeting.][added: Statement.]

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

(i)The company’s [removed: 2022] [added: 2023] Consolidated Financial Statements and the Report of the Independent Registered Public Accounting Firm are included in Part II, Item 8.

| 3.01 | | | | | | [Amended and Restated Public Limited Company Constitution of Linde plc (Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on [removed: October 31, 2018,] [added: March 1, 2023,] File No. [removed: 333-218485,] [added: 001-38730,] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/1707925/000119312518313073/d643979dex31.htm)] [added: reference).](https://www.sec.gov/ix?doc=/Archives/edgar/data/1707925/000119312523055949/d459315d8k12b.htm)] | | |

| 4.01 | | | | | | [Description of Linde plc [removed: Ordinary] Shares [removed: (Filed as] [added: (incorporated by reference to] Exhibit [removed: 4.01] [added: 4.3] to [removed: Linde plc's 2019 Annual] [added: the Company’s Current] Report on Form [removed: 10-K, Filing] [added: 8-K (File] No. [removed: 1-38730, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1707925/000170792520000015/lindeplc-20191231ex401.htm)] [added: 001-38730) filed on March 1, 2023).](https://www.sec.gov/Archives/edgar/data/1707925/000119312523055949/d459315dex43.htm)] | | |

| [removed: 4.04] [added: 4.09] | | | | | | [Supplemental Indenture, dated as of September 3, 2019, among Linde plc, Praxair, Inc., Linde AG and U.S. Bank National Association, as trustee (Filed as Exhibit 4.2 to the Linde plc Form 8-K dated September 6, 2019, Filing No. 1-38730, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/1707925/000114036119016268/ex4_2.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1707925/000114036119016268/ex4_2.htm)] | | |

| [removed: 4.05] [added: 4.10] | | | | | | [Guarantee and Negative Pledge of Linde plc dated May 11, 2020 (Filed as Exhibit 4.3 to the Linde plc Form 8-K dated May 26, 2020, Filing No.1-38730, and is incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1707925/000119312520151496/d931403dex43.htm) | | |

| [removed: 4.06] [added: 4.11] | | | | | | [Upstream Guarantee to Linde plc provided by Linde GmbH dated May 11, 2020 [removed: (Filed] [added: (filed] as Exhibit 4.4 to [removed: the] Linde [removed: plc] [added: plc’s Current Report on] Form 8-K dated May 26, 2020, Filing [removed: No.1-38730,] [added: No. 001-38730,] and [added: is] incorporated [removed: herein] [added: hereby] by [removed: reference).](https://www.sec.gov/Archives/edgar/data/1707925/000119312520151496/d931403dex44.htm)] [added: reference)](https://www.sec.gov/Archives/edgar/data/1707925/000119312520151496/d931403dex44.htm)] | | |

| [removed: 4.07] [added: 4.12] | | | | | | [Upstream Guarantee to Linde plc provided by [removed: Praxair,] [added: Linde] Inc. dated May 11, 2020 [removed: (Filed] [added: (filed] as Exhibit 4.5 to [removed: the] Linde [removed: plc] [added: plc’s Current Report on] Form 8-K dated May 26, 2020, Filing [removed: No.1-38730,] [added: No. 001-38730,] and [added: is] incorporated [removed: herein] [added: hereby] by [removed: reference).](https://www.sec.gov/Archives/edgar/data/1707925/000119312520151496/d931403dex45.htm)] [added: reference)](https://www.sec.gov/Archives/edgar/data/1707925/000119312520151496/d931403dex45.htm)] | | |

| [removed: 4.08] [added: 4.14] | | | | | | [Fiscal Agency Agreement, dated May 11, 2020, among Linde plc, as Issuer and as Guarantor, Linde Finance B.V., as Issuer, and Deutsche Bank Aktiengesellschaft, as Fiscal Agent and Paying Agent (Filed as Exhibit 4.6 to the Linde plc Form 8-K dated May 26. 2020, Filing No 1-37830, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1707925/000119312520151496/d931403dex46.htm) | | |

| [removed: 4.09] [added: 4.15] | | | | | | [Indenture, dated as of August 10, 2020, among Praxair, Inc., Linde plc and U.S. Bank National Association, as trustee (Filed as Exhibit 4.1 to the Linde plc Form 8-K dated August 10, 2020, Filing No. 1-38730, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1707925/000119312520214866/d930331dex41.htm) | | |

| [removed: 4.10] [added: 4.16] | | | | | | [Amended and Restated Fiscal Agency Agreement, dated August 3, 2021, among Linde plc, as Issuer and as Guarantor, Linde Finance B.V., as Issuer, and Deutsche Bank Aktiengesellschaft, as Fiscal Agent and Paying Agent (Filed as Exhibit 4.6 to Linde plc 's current report on Form 8-K, dated September 30, 2021, Filing No. 1-38730, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1707925/000119312521288256/d119415dex46.htm) | | |

| [removed: 4.11] [added: 4.17] | | | | | | Copies of the agreements related to long-term debt which are not required to be filed as exhibits to this Annual Report on Form 10-K will be furnished to the Securities and Exchange Commission upon request. | | |

| 10.02 | | | | | | [364-Day Credit Agreement, dated as of December [removed: 7, 2022,] [added: 6, 2023,] among Linde plc, [added: the Subsidiary Borrowers,] certain [removed: of its subsidiaries parties thereto as borrowers,] [added: Subsidiary Guarantors,] the lenders party thereto and Bank of America, N.A., as Administrative Agent.(Filed as Exhibit [removed: 10.2] [added: 10.1] to Linde plc's current report on Form 8-K, dated December [removed: 8, 2022,] [added: 6, 2023,] Filing No. 1-38730, and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/1707925/000119312522301076/d418436dex102.htm)] [added: reference)](https://www.sec.gov/Archives/edgar/data/1707925/000119312523289907/d609824dex101.htm)] | | |

| 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 [removed: reference).](https://www.sec.gov/Archives/edgar/data/86312/000104746910000972/a2196528zex-10_43.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1707925/000119312521333670/d204657dex102.htm)] | | |

| 21.01 | | | | | | [Subsidiaries of Linde [removed: plc](https://www.sec.gov/Archives/edgar/data/1707925/000162828023005434/lindeplc-20221231ex2101.htm)] [added: plc](https://www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lindeplc-20231231ex2101.htm)] | | |

| 23.01 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1707925/000162828023005434/lindeplc-20221231ex2301.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lindeplc-20231231ex2301.htm)] | | |

| 31.01 | | | | | | [Rule 13a-14(a) [removed: Certification](https://www.sec.gov/Archives/edgar/data/1707925/000162828023005434/lindeplc-20221231ex3101.htm)] [added: Certification](https://www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lindeplc-20231231ex3101.htm)] | | |

| 31.02 | | | | | | [Rule 13a-14(a) [removed: Certification](https://www.sec.gov/Archives/edgar/data/1707925/000162828023005434/lindeplc-20221231ex3102.htm)] [added: Certification](https://www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lindeplc-20231231ex3102.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/1707925/000162828023005434/lindeplc-20221231ex3201.htm)] [added: Act).](https://www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lindeplc-20231231ex3201.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/1707925/000162828023005434/lindeplc-20221231ex3202.htm)] [added: Act).](https://www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lindeplc-20231231ex3202.htm)] | | |

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

| 4.04 | | | | | | [Form of Indenture for Debt Securities between Linde plc, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (including form of debt securities and related guarantees) (Filed as Exhibit 4.2 to the Linde plc Form S-3 dated May 3, 2023, Filing No. 001-38730, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/884905/000119312523134420/d501495dex42.htm) | | |

| 4.05 | | | | | | [Form of Indenture for Debt Securities between Linde Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (including form of debt securities and related guarantees) (Filed as Exhibit 4.3 to the Linde plc Form S-3 dated May 3, 2023, Filing No.001-38730, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/884905/000119312523134420/d501495dex43.htm) | | |

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

| 4.06 | | | | | | [Form of Indenture for Debt Securities between Linde Finance B.V., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (including form of debt securities and related guarantees) (Filed as Exhibit 4.4 to the Linde plc Form S-3 dated May 3, 2023, Filing No. 001-38730, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/884905/000119312523134420/d501495dex44.htm) | | |

| 4.07 | | | | | | [Supplemental Indenture, dated as of March 1, 2023, by and among the Company, Linde Inc., Linde GmbH and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, to that certain indenture, dated as of July 15, 1992, by and among Linde Inc. and U.S. Bank National Association, as trustee (Filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on March 1, 2023, File No. 001-38730, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1707925/000119312523055949/d459315dex41.htm) | | |

| 4.08 | | | | | | [Supplemental Indenture, dated as of March 1, 2023, by and among the Company, Linde Inc., Linde GmbH and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, to that certain indenture, dated as of August 10, 2020, by and among Linde Inc., the Predecessor and U.S. Bank National Association, as trustee(Filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on March 1, 2023, File No. 001-38730, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1707925/000119312523055949/d459315dex42.htm) | | |

| 4.13 | | | | | | [Amended and Restated Fiscal Agency Agreement, dated May 4, 2023, among Linde plc, as Issuer, and Deutsche Bank Aktiengesellschaft, as Fiscal Agent and Paying Agent (Filed as Exhibit 4.6 to the Linde plc Form 8-K, dated June 12, 2023, Filing No. 1-38730, and incorporated herein by reference.)](https://www.sec.gov/ix?doc=/Archives/edgar/data/1707925/000119312523165348/d507221d8k.htm) | | |

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

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| 97.1 | | | | | | [Linde plc Executive Clawback Policy adopted by the Board of Directors of Linde plc on October 23, 2023.](https://www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lindeplc-20231231ex971.htm) | | |

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[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

| Date: February 28, [removed: 2023] [added: 2024] | | | | | | | | | 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: 2023.][added: 2024.]

| /s/ JOSEF KAESER | | | | | | /s/ DR. VICTORIA OSSADNIK | | | | | | /s/ [removed: EDWARD G. GALANTE] [added: ALBERTO WEISSER] | | |

| Josef Kaeser Director | | | | | | Victoria Ossadnik Director | | | | | | [removed: Edward G. Galante] [added: Alberto Weisser] Director | | |

| /s/ [removed: ALBERTO WEISSER | | | | | | /s/] PROF. DR. MARTIN H. RICHENHAGEN | | | | | | /s/ HUGH GRANT | | | [added: | | | | | |]

| [removed: Alberto Weisser] [added: Martin Richenhagen] Director | | | | | | [removed: Martin Richenhagen] [added: Hugh Grant] Director | | | | | | [removed: Hugh Grant Director] | | |

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)