Linde 10-Q 2023-03-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

For the quarterly period ended March 31, 2023

or

For the transition period from to

LINDE PLC

(Exact name of registrant as specified in its charter)

N/A

(Former name, former address and former fiscal year, if changed since last report

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

At March 31, 2023, 490,251,988 ordinary shares (€0.001 par value) of the Registrant were outstanding.

Forward-looking Statements

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Non-GAAP Measures

Throughout MD&A, the company provides adjusted operating results exclusive of certain items such as Other charges, net gains or losses on sale of businesses, purchase accounting impacts of the Linde AG merger and pension settlement charges. Adjusted amounts are non-GAAP measures which are intended to supplement investors’ understanding of the company’s financial information by providing measures which investors, financial analysts and management find useful in evaluating the company’s operating performance. Items which the company does not believe to be indicative of on-going business performance are excluded from these calculations so that investors can better evaluate and analyze historical and future business trends on a consistent basis. In addition, operating results, excluding these items, is important to management's development of annual and long-term employee incentive compensation plans. Definitions of these non-GAAP measures may not be comparable to similar definitions used by other companies and are not a substitute for similar GAAP measures.

The non-GAAP measures and reconciliations are separately included in a later section in the MD&A titled "Non-GAAP Measures and Reconciliations."

Consolidated Results

The following table provides summary information for the three months ended March 31, 2023 and 2022. The reported amounts are GAAP amounts from the Consolidated Statements of Income. The adjusted amounts are intended to supplement investors' understanding of the company's financial information and are not a substitute for GAAP measures:

(a) Adjusted Amounts and Other Financial Data are non-GAAP performance measures. A reconciliation of reported amounts to adjusted amounts can be found in the "Non-GAAP Measures and Reconciliations" section of this MD&A.

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

Reported

In the first quarter of 2023, Linde's sales were $8,193 million, $18 million below prior year. Currency translation decreased sales by 3% in the quarter. Divestitures, net of acquisitions, decreased sales by 2% in the quarter, primarily due to the divestment of the GIST business, partially offset by the nexAir, LLC acquisition. Engineering decreased sales by 2% in the quarter. Cost pass-through, representing the contractual billing of energy cost variances primarily to onsite customers, decreased sales by 1% in the quarter, with minimal impact on operating profit. Volumes were flat in the quarter versus the 2022 respective period. The aforementioned drivers were offset by the 8% price attainment in the quarter.

Reported operating profit for the first quarter of 2023 of $1,933 million, or 23.6% of sales, was 31% above prior year. The reported year-over-year increase was primarily due to higher pricing, productivity initiatives and lower depreciation and amortization driven by merger related intangible assets. The reported effective tax rate ("ETR") was 22.2% in the first quarter 2023 versus 24.0% in the first quarter 2022 driven by a net decrease in the uncertain tax positions for audit settlements, partially offset by additional accruals in non-U.S. jurisdictions. Diluted earnings per share ("EPS") was $3.06, or 33% above EPS of $2.30 in the first quarter of 2022 primarily due to higher net income - Linde plc and lower diluted shares outstanding.

Adjusted

In the first quarter of 2023, adjusted operating profit of $2,206 million, or 26.9% of sales, was 16% higher as compared to 2022, driven by higher pricing and productivity initiatives, partially offset by inflation. The adjusted ETR was 24.1% in the first quarter 2023 versus 24.3% in the 2022 quarter. On an adjusted basis, EPS was $3.42, 17% above the 2022 adjusted EPS of $2.93, driven by higher adjusted net income - Linde plc and lower diluted shares outstanding.

Outlook

Linde provides quarterly updates on operating results, material trends that may affect financial performance, and financial guidance via quarterly earnings releases and investor teleconferences. These updates are available on the company’s website, www.linde.com, but are not incorporated herein.

Results of operations

The changes in consolidated sales compared to the prior year are attributable to the following:

Sales

Sales decreased $18 million for the first quarter of 2023 versus the respective 2022 period. Currency translation decreased sales by 3% in the quarter, driven by the weakening of the Euro, Chinese yuan, British pound and Australian dollar against the U.S. dollar. The impact of divestitures, net of acquisitions decreased sales by 2% in the quarter. Engineering decreased sales by 2% in the quarter. Cost pass-through decreased sales by 1% in the quarter, with minimal impact on operating profit. Volumes were flat in the quarter versus the respective 2022 period. Higher pricing across all geographic segments contributed 8% to sales in the quarter.

Cost of sales, exclusive of depreciation and amortization

Cost of sales, exclusive of depreciation and amortization decreased $367 million, or 8%, for the first quarter of 2023, primarily due to currency, lower cost pass-through, the net impact of acquisitions and divestitures and productivity gains which more than offset inflation. Cost of sales, exclusive of depreciation and amortization was 54.1% for the first quarter of 2023 versus 58.4% for the respective 2022 period. The decrease as a percentage of sales for the first quarter of 2023 was due primarily to higher pricing.

Selling, general and administrative expenses

Selling, general and administrative expense ("SG&A") increased $20 million, or 2%, for the first quarter of 2023. SG&A was 10.0% of first quarter sales versus 9.8% for the respective 2022 period. Currency impacts decreased SG&A by approximately $19 million for the quarter. Excluding currency impacts, underlying SG&A increased in the first quarter of 2023 primarily due to higher costs largely related to the acquisition of nexAir.

Depreciation and amortization

Reported depreciation and amortization expense decreased $164 million, or 15%, for the first quarter of 2023. The decrease is related primarily to lower depreciation and amortization of intangible assets acquired in the merger and currency impacts.

On an adjusted basis, depreciation and amortization increased $4 million, for the first quarter of 2023. Currency impacts decreased depreciation and amortization by $21 million for the first quarter of 2023. Excluding currency, underlying depreciation and amortization increased due to the net impact of acquisitions and new project start ups.

Other charges

Other charges were a charge of $18 million and a benefit of $4 million for the first quarter of 2023 and 2022, respectively. The charge for the three months ended March 31, 2023 relates primarily to the intercompany reorganization. 2022 benefit of $4 million includes severance of $4 million and an other net benefit of $8 million related to a gain on sale of an interest in a joint venture (see Note 2 to the condensed consolidated financial statements).

On an adjusted basis, these benefits and costs have been excluded in both periods.

Operating profit

On a reported basis, operating profit increased $453 million, or 31%, for the first quarter of 2023. The increase was primarily due to higher pricing, savings from productivity initiatives, and lower depreciation and amortization driven by merger related intangible assets. These increases more than offset the adverse impacts of inflation and currency in the first quarter of 2023.

On an adjusted basis, which excludes the impacts of merger-related purchase accounting as well as other charges, operating profit increased $301 million, or 16% in the first quarter of 2023. Operating profit growth was driven by higher pricing and

productivity initiatives, which more than offset the effects of inflation and currency during the periods. A discussion of operating profit by segment is included in the segment discussion that follows.

Interest expense - net

Reported interest expense - net increased $28 million for the first quarter of 2023. On an adjusted basis, interest expense increased $27 million for the first quarter of 2023 versus the respective 2022 period. The increase in the quarter is driven primarily by higher borrowing costs on short-term debt.

Net pension and OPEB cost (benefit), excluding service cost

Reported net pension and OPEB cost (benefit), excluding service cost were benefits of $45 million for first quarter of 2023 versus $64 million for the respective 2022 period. The decrease in benefit primarily relates to higher interest cost reflective of the higher discount rate environment year-over-year.

Effective tax rate

The reported effective tax rate ("ETR") for the quarter was 22.2% versus 24.0% for the respective 2022 period. The decrease is primarily related to a net decrease in uncertain tax positions for audit settlements partially offset by additional accruals in non-U.S. jurisdictions (see Note 2 to the condensed consolidated financial statements).

On an adjusted basis, the ETR for the quarter was 24.1% versus 24.3% for the respective 2022 period.

Income from equity investments

Reported income from equity investments for the first quarter of 2023 was $41 million, versus $44 million for the respective 2022 period. On an adjusted basis, income from equity investments for the first quarter of 2023 was $59 million, versus $64 million in the prior year respective period.

Noncontrolling interests

At March 31, 2023, noncontrolling interests consisted primarily of non-controlling shareholders' investments in APAC (primarily China). Reported noncontrolling interest was flat for the quarter ended March 31, 2023 versus the respective 2022 period.

Net Income – Linde plc

Reported net income - Linde plc increased $342 million, or 29%, for the first quarter of 2023 versus the respective 2022 period. On an adjusted basis, which excludes the impacts of purchase accounting and other charges, net income - Linde plc increased $193 million, or 13%, for the quarter versus the respective 2022 period. On both a reported and adjusted basis, the increase was driven by higher operating profit.

Diluted earnings per share

Reported diluted earnings per share increased $0.76, or 33%, for the first quarter of 2023 versus the comparable 2022 period. On an adjusted basis, diluted EPS increased $0.49, or 17%, for the first quarter of 2023 versus the respective 2022 period. The increase on both a reported and adjusted basis is primarily due to higher net income - Linde plc and lower diluted shares outstanding.

Employees

The number of employees at March 31, 2023 was 65,831, a decrease of 6,676 employees from March 31, 2022, driven primarily by the sale of the GIST business, cost reduction initiatives and the deconsolidation of Russian subsidiaries in the EMEA and Engineering segments.

Other Financial Data

EBITDA was $2,922 million for the first quarter of 2023 as compared to $2,636 million in the respective 2022 period. The increase of $286 million was driven by higher net income - Linde plc versus prior year. Adjusted EBITDA increased to $2,963 million for the first quarter 2023 from $2,663 million in the respective 2022 period. The higher EBITDA was primarily due to higher net income - Linde plc versus the respective prior period.

See the "Non-GAAP Measures and Reconciliations" section for definitions and reconciliations of these adjusted non-GAAP measures to reported GAAP amounts.

Other Comprehensive Income (Loss)

Other comprehensive loss for the first quarter of 2023 was $30 million, resulting primarily from $194 million associated with retirement programs and $65 million relating to current unrealized loss on derivatives instruments, partially offset by favorable currency translation adjustments of $229 million during the quarter. The translation adjustments reflect the impact of translating local currency foreign subsidiary financial statements to U.S. dollars, and are largely driven by the movement of the U.S. dollar against major currencies including the Euro, British pound and the Chinese yuan. See the "Currency" section of the MD&A for exchange rates used for translation purposes and Note 11 to the condensed consolidated financial statements for a summary of the currency translation adjustment component of accumulated other comprehensive income (loss) by segment.

Segment Discussion

The following summary of sales and operating profit by segment provides a basis for the discussion that follows. Linde plc evaluates the performance of its reportable segments based on operating profit, excluding items not indicative of ongoing business trends. The reported amounts are GAAP amounts from the Consolidated Statements of Income.

Americas

The Americas segment includes Linde's industrial gases operations in approximately 20 countries including the United States, Canada, Mexico, and Brazil.

Sales

Sales for the Americas segment increased $310 million, or 10%, in the first quarter versus the respective 2022 period. Higher pricing contributed 7% to sales in the quarter. Volumes increased sales by 1% for the first quarter, driven by higher demand primarily in the manufacturing and food and beverage end markets. Cost pass-through decreased sales by 1% for the first quarter with minimal impact on operating profit. The impact of net acquisitions increased sales by 3% in the quarter, primarily due to the acquisition of nexAir, LLC (See Note 13 to the condensed consolidated financial statements).

Operating profit

Operating profit in the Americas segment increased $121 million, or 13%, in the first quarter versus the respective 2022 period, driven primarily by higher pricing, volumes, acquisitions and continued productivity initiatives which more than offset inflation during the quarter.

EMEA

The EMEA segment includes Linde's industrial gases operations in approximately 45 European, Middle Eastern and African countries including Germany, United Kingdom, France, the Republic of South Africa and Sweden.

Sales

EMEA segment sales increased by $29 million, or 1%, in the first quarter as compared to the respective 2022 period. Higher price attainment increased sales by 13% in the quarter. Cost pass-through contributed 1% to sales in the quarter, with minimal impact on operating profit. Currency translation decreased sales by 6% in the quarter, due largely to the weakening of the Euro and British pound against the U.S. Dollar. Volumes decreased sales by 3% in the quarter. The impact of net divestitures decreased sales by 4% in the quarter, primarily due to the deconsolidation of the Russian business in June 2022.

Operating Profit

Operating profit for the EMEA segment increased by $104 million, or 21%, in the first quarter as compared to the respective 2022 period. The increase in operating profit in the quarter was driven primarily by higher pricing and continued productivity initiatives, partially offset by currency translation, lower volumes and divestitures.

APAC

The APAC segment includes Linde's industrial gases operations in approximately 20 Asian and South Pacific countries and regions including China, Australia, India, and South Korea.

Sales

Sales for the APAC segment decreased $4 million, for the first quarter versus the respective 2022 period. Higher pricing contributed 5% to sales in the quarter. Volumes increased 1% in the quarter including project start-ups in the electronics and chemicals and energy end markets. Currency translation decreased sales by 6% in quarter, driven primarily by the weakening of the Australian dollar, Indian rupee and Chinese yuan against the U.S. dollar. Cost pass-through was flat in the quarter versus the respective 2022 period.

Operating profit

Operating profit in the APAC segment increased $24 million, or 6%, in the first quarter versus the respective 2022 period, driven by higher volumes and pricing and continued productivity initiatives which more than offset the impact of currency and inflation during the quarter.

Engineering

Sales

Engineering segment sales decreased $188 million in the first quarter as compared to the respective 2022 period. The decrease was driven by project timing and negative currency translation.

Projects for Russia that were sanctioned and have been wound down represented $61 million of the Engineering segment sales during the first quarter of 2023.

Operating profit

Engineering segment operating profit increased, $6 million in the first quarter as compared to the respective 2022 period. The decline from lower sales was more than offset by higher margin on wind down of projects subject to sanctions in Russia.

Other

Other consists of corporate costs and a few smaller businesses including Surface Technologies and global helium wholesale, which individually do not meet the quantitative thresholds for separate presentation.

Sales

Sales for Other decreased $165 million for the first quarter versus the respective 2022 period. The impact of net divestitures decreased sales by 39% in the quarter, primarily due to sale of GIST business in third quarter of 2022. Currency translation decreased sales by 1% in the quarter. Underlying sales increased 6% in the quarter, driven primarily by price in the global helium business.

Operating profit

Operating profit in Other increased $46 million, or 105% in the first quarter versus the respective 2022 period, due primarily to higher pricing and lower corporate costs in the quarter.

Currency

The results of Linde's non-U.S. operations are translated to the company’s reporting currency, the U.S. dollar, from the functional currencies. For most operations, Linde uses the local currency as its functional currency. There is inherent variability and unpredictability in the relationship of these functional currencies to the U.S. dollar and such currency movements may materially impact Linde's results of operations in any given period.

To help understand the reported results, the following is a summary of the significant currencies underlying Linde's consolidated results and the exchange rates used to translate the financial statements (rates of exchange expressed in units of local currency per U.S. dollar):

Liquidity, Capital Resources and Other Financial Data

The following selected cash flow information provides a basis for the discussion that follows:

(a) See Note 2 to the condensed consolidated financial statements.

Cash Flow from Operations

Cash provided by operations of $1,908 million for the three months ended March 31, 2023 decreased $92 million, or 5%, versus 2022. The decrease was driven primarily by higher working capital requirements, including lower inflows from contract liabilities from engineering customer advanced payments. Other charges were a charge of $18 million and a benefit of $4 million, for the three months ended March 31, 2023 and 2022, respectively. Related cash outflows were $79 million and $30 million for the same respective periods.

Linde estimates that total 2023 required contributions to its pension plans will be in the range of approximately $40 million to $50 million, of which $10 million has been made through March 31, 2023.

As of March 31, 2023, Linde has approximately $1.8 billion recorded in contract liabilities within the condensed consolidated balance sheet related to engineering projects in Russia. Any obligation to satisfy the related residual contract liabilities may have an adverse effect on Linde’s cash flows.

Investing

Net cash used for investing of $1,634 million for the three months ended March 31, 2023 increased $969 million versus 2022, due to higher acquisitions, net of cash acquired and higher capital expenditures.

Capital expenditures for the three months ended March 31, 2023 were $829 million, $180 million higher than the prior year due primarily to investments in new plant and production equipment for operating and growth requirements.

At March 31, 2023, Linde's sale of gas backlog of large projects under construction was approximately $4.2 billion. This represents the total estimated capital cost of large plants under construction.

Acquisitions, net of cash acquired for the three months ended March 31, 2023 and 2022 were $808 million and $43 million, respectively, and related primarily to the acquisition of nexAir in the Americas (see Note 13 to the condensed consolidated financial statements).

Divestitures, net of cash divested and asset sales for the three months ended March 31, 2023 and 2022 were $3 million and $27 million, respectively.

Financing

Cash used for financing activities was $764 million for the three months ended March 31, 2023 as compared to cash provided by financing activities of $244 million for the three months ended March 31, 2022. Cash provided by debt was $717 million versus $2,546 million in 2022 driven primarily by lower commercial paper borrowings and lower net debt issuances in 2023. In February 2023, Linde repaid $500 million of 2.70% notes that became due.

Net purchases of ordinary shares were $846 million in 2023 versus $1,709 million in 2022. On February 28, 2022, the company’s Board of Directors approved the additional repurchase of $10.0 billion of its ordinary shares. For additional information related to the share repurchase programs, see Part II Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Cash dividends of $623 million increased $31 million from 2022 driven primarily by a 9% increase in quarterly dividends per share from $1.17 per share to $1.275 per share, partially offset by lower shares outstanding. Cash used for Noncontrolling interest transactions and other was $12 million for the three months ended March 31, 2023 versus cash used of $1 million for the respective 2022 period.

The company continues to believe it has sufficient operating flexibility, cash, and funding sources to meet its business needs around the world. The company had $5.0 billion of cash as of March 31, 2023, and has a $5 billion and a $1.5 billion unsecured and undrawn revolving credit agreement with no associated financial covenants. No borrowings were outstanding under the credit agreement as of March 31, 2023. The company does not anticipate any limitations on its ability to access the debt capital markets and/or other external funding sources and remains committed to its strong ratings from Moody’s and Standard & Poor’s.

Legal Proceedings

See Note 9 to the condensed consolidated financial statements.

NON-GAAP MEASURES AND RECONCILIATIONS

(Millions of dollars, except per share data)

(UNAUDITED)

The following non-GAAP measures are intended to supplement investors’ understanding of the company’s financial information by providing measures which investors, financial analysts and management use to help evaluate the company’s operating performance and liquidity. Items which the company does not believe to be indicative of on-going business trends are excluded from these calculations so that investors can better evaluate and analyze historical and future business trends on a consistent basis. Definitions of these non-GAAP measures may not be comparable to similar definitions used by other companies and are not a substitute for similar GAAP measures.

Net Debt and Adjusted Net Debt

Net debt is a financial liquidity measure used by investors, financial analysts and management to evaluate the ability of a company to repay its debt. Purchase accounting impacts have been excluded as they are non-cash and do not have an impact on liquidity.

Supplemental Guarantee Information

On June 6, 2020, the company filed a Form S-3 Registration Statement with the SEC ("the Registration Statement").

Linde plc may offer debt securities, preferred shares, depositary shares and ordinary shares under the Registration Statement, and debt securities exchangeable for or convertible into preferred shares, ordinary shares or other debt securities. Debt securities of Linde plc may be guaranteed by Linde Inc and/or Linde GmbH. Linde plc may provide guarantees of debt securities offered by its wholly owned subsidiaries Linde Inc. or Linde Finance under the Registration Statement.

Linde Inc. is a wholly owned subsidiary of Linde plc. Linde Inc. may offer debt securities under the Registration Statement. Debt securities of Linde Inc. will be guaranteed by Linde plc, and such guarantees by Linde plc may be guaranteed by Linde GmbH. Linde Inc. may also provide (i) guarantees of debt securities offered by Linde plc under the Registration Statement and (ii) guarantees of the guarantees provided by Linde plc of debt securities of Linde Finance offered under the Registration Statement.

Linde Finance B.V. is a wholly owned subsidiary of Linde plc. Linde Finance may offer debt securities under the Registration Statement. Linde plc will guarantee debt securities of Linde Finance offered under the Registration Statement. Linde GmbH and Linde Inc. may guarantee Linde plc’s obligations under its downstream guarantee.

Linde GmbH is a wholly owned subsidiary of Linde plc. Linde GmbH may provide (i) guarantees of debt securities offered by Linde plc under the Registration Statement and (ii) upstream guarantees of downstream guarantees provided by Linde plc of debt securities of Linde Inc. or Linde Finance offered under the Registration Statement.

In September 2019, Linde plc provided downstream guarantees of all of the pre-business combination Linde Inc. and Linde Finance notes, and Linde GmbH and Linde Inc., respectively, provided upstream guarantees of Linde plc’s downstream guarantees.

For further information about the guarantees of the debt securities registered under the Registration Statement (including the ranking of such guarantees, limitations on enforceability of such guarantees and the circumstances under which such guarantees may be released), see “Description of Debt Securities – Guarantees” and “Description of Debt Securities – Ranking” in the Registration Statement, which subsections are incorporated herein by reference.

The following tables present summarized financial information for Linde plc, Linde Inc., Linde GmbH and Linde Finance on a combined basis, after eliminating intercompany transactions and balances between them and excluding investments in and equity in earnings from non-guarantor subsidiaries.

Refer to Item 7A. to Part II of Linde's 2022 Annual Report on Form 10-K for discussion.

(a)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 the end of the quarterly period covered by this report, such disclosure controls and procedures are effective in ensuring that information required to be disclosed by Linde in reports that it files 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.

(b)There were no changes in Linde's internal control over financial reporting that occurred during the quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, Linde's internal control over financial reporting.

PART II - OTHER INFORMATION

Linde plc and Subsidiaries

See Note 9 to the condensed consolidated financial statements for a description of current legal proceedings.

Through the quarterly period covered by this report, there have been no material changes to the risk factors disclosed in Item 1A to Part I of Linde's Annual Report on Form 10-K for the year ended December 31, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

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 quarter ended March 31, 2023 is provided below:

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

As of March 31, 2023, the company repurchased $5.5 billion of its ordinary shares pursuant to the 2022 program. As of March 31, 2023, $4.5 billion of share repurchases remain authorized under the 2022 program.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

None.

*Indicates a management contract or compensatory plan or arrangement.

SIGNATURE

Linde plc and Subsidiaries

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.