LINDE PLC - Annual Report: 2023 (Form 10-K)

BUSINESS OVERVIEW

The company's primary products in its industrial gases business are atmospheric gases (oxygen, nitrogen, argon, rare gases) and process gases (carbon dioxide, helium, hydrogen, electronic gases, specialty gases, acetylene). The company also designs, engineers, and builds equipment that produces industrial gases and offers its customers a wide range of gas production and processing services such as olefin plants, natural gas plants, air separation plants, hydrogen and synthesis gas plants and other types of plants.

Linde’s industrial gas operations are managed on a geographical basis and in 2023 90% of sales were generated by Linde's three geographic segments (Americas, EMEA and APAC) and the remaining 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).

Linde serves a diverse group of industries including healthcare, chemicals and energy, manufacturing, metals and mining, food and beverage, and electronics. The diversity of end-markets supports financial stability for Linde in varied business cycles.

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.

North and South America ("Americas")

Europe, Middle East and Africa (“EMEA”)

Asia and Pacific
(“APAC”)

United States

Germany

China

Brazil

United Kingdom

Australia

Mexico

Eastern Europe

South Korea

Canada

India

The company manufactures and distributes its industrial gas products through networks of thousands of production plants, pipeline complexes, distribution centers and delivery vehicles. Major pipeline complexes are primarily located in the United States and China. These networks are a competitive advantage, providing the foundation of reliable product supply to the company’s customer base. The majority of Linde’s business is conducted through long-term contracts which provide stability in cash flow and the ability to pass through changes in energy and feedstock costs to customers. The company has growth opportunities in all major geographies and in diverse end-markets such as healthcare, chemicals and energy, manufacturing, metals and mining, food and beverage, and electronics.

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EXECUTIVE SUMMARY – FINANCIAL RESULTS & OUTLOOK

2023 Year in review

•Sales of $32,854 million were 2% below 2022 sales of $33,364 million. Cost pass-through, representing the contractual billing of energy cost variances primarily to onsite customers, decreased sales by 3% with minimal impact on operating profit. Engineering decreased sales by 2%. Volumes decreased sales by 1%. Currency translation decreased sales by 1%, largely in APAC. 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.

•Reported operating profit of $8,024 million was 49% above 2022. Adjusted operating profit of $9,070 million was 15% above 2022. The increase in the reported operating profit was primarily driven by the Russia-Ukraine conflict and other charges recorded in 2022 and included 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 cost inflation and lower volumes in the year. The adjusted operating profit increase was primarily due to higher pricing and productivity initiatives, which more than offset the effects of cost inflation and lower volumes during the year.*

•Net income - Linde plc of $6,199 million and diluted earnings per share of $12.59 increased from $4,147 million and $8.23, respectively in 2022. Adjusted net income - Linde plc of $6,989 million and adjusted diluted earnings per share of $14.20 were 13% and 16%, respectively above 2022 adjusted amounts.*

•Cash flow from operations of $9,305 million was $441 million above 2022. The increase was driven by higher net income partially offset by higher net working capital requirements, including lower inflows from contract liabilities from engineering customer advanced payments. Capital expenditures were $3,787 million; dividends paid were $2,482 million; net purchases of ordinary shares of $3,925 million; and debt borrowings, net were $1,060 million.

*A reconciliation of the adjusted amounts can be found in the "Non-GAAP Financial Measures" section in this MD&A.

2024 Outlook

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

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CONSOLIDATED RESULTS AND OTHER INFORMATION

The discussion that follows includes a comparison of our results of operations and liquidity and capital resources for the years ended December 31, 2023 and 2022. For the discussion comparing the years ended December 31, 2022 and 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, 2022.

The following table provides summary information for 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.


(Millions of dollars, except per share data) Year Ended December 31,	2023			2022			Variance
Reported Amounts
Sales	$	32,854		$	33,364		(2)	%
Cost of sales, exclusive of depreciation and amortization	$	17,492		$	19,450		(10)	%
As a percent of sales	53.2		%	58.3		%
Selling, general and administrative	$	3,295		$	3,107		6	%
As a percent of sales	10.0		%	9.3		%
Depreciation and amortization	$	3,816		$	4,204		(9)	%
Other charges (a)	$	40		$	1,029		—

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 increased $79 million, or 1%, in 2023 versus 2022. Volume increased 2% including project start-ups in the electronics and chemicals and energy end markets. Higher price increased sales by 4%. Cost pass-through decreased sales by 1% with minimal impact on operating profit. Currency translation decreased sales by 4% driven primarily by the weakening of the Australian dollar, Indian rupee and Chinese Yuan against the U.S. Dollar.

Operating Profit

Operating profit in the APAC segment increased $136 million, or 8%, in 2023 versus 2022. The increase was primarily driven by higher pricing and continued productivity initiatives which more than offset the impact of currency and cost inflation.

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Engineering


(Dollar amounts in millions)							Variance
Year Ended December 31,	2023			2022			2023 vs. 2022

Sales	$	2,160		$	2,762		(22)	%

Operating profit	$	491		$	555		(12)	%
As a percent of sales	22.7		%	20.1		%


						2023 vs. 2022
						% Change
Factors Contributing to Changes - Sales

Other consists of corporate costs and a few smaller businesses including: Linde Advanced Materials Technology and global helium wholesale; which individually do not meet the quantitative thresholds for separate presentation.

Sales

Sales for Other decreased $516 million, or 29%, in 2023 versus 2022. Divestitures decreased sales by 31% primarily due to sale of GIST business in third quarter of 2022. Volume/Price increased sales by 2% driven primarily by price in the coatings and global helium businesses, partially offset by lower coatings volumes.

Operating profit

Operating profit in Other increased $109 million, or 165%, in 2023 versus 2022 driven primarily by higher pricing in global helium and coatings and lower corporate costs which more than offset the impact of divestitures and lower volumes.

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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 used in the countries in which the company operates. For most foreign 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):


	Percent of 2023		Statements of Income		Balance Sheets
	Consolidated		Average Year Ended December 31,		December 31,
Currency	Sales		2023	2022	2023	2022
Euro	19	%	0.92	0.95	0.92	0.93
Chinese yuan	8	%	7.08	6.72	7.10	6.90
British pound	5	%	0.80	0.81	0.79	0.83
Australian dollar	4	%	1.50	1.44	1.47	1.47
Brazilian real	4	%	4.99	5.16	4.86	5.28
Korean won	3	%	1,306	1,286	1,288	1,266
Canadian dollar	3	%	1.35	1.36	1.32	1.36
Mexican peso	3	%	17.71	20.10	16.97	19.50
Indian rupee	2	%	84.51	78.49	83.21	82.73
Republic of South African rand	1	%	18.43	16.30	18.36	17.04
Swedish krona	1	%	10.60	10.08	10.07	10.43
Thailand bhat	1	%	34.78	34.96	34.14	34.61

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LIQUIDITY, CAPITAL RESOURCES AND OTHER FINANCIAL DATA


(Millions of dollars) Year Ended December 31,	2023		2022
Net Cash Provided by (Used for)
Operating Activities
Income from continuing operations (including noncontrolling interests)	$	6,341	$	4,281
Non-cash charges (credits):
Add: Other charges, net of payments (a)	(118)		902


Add: Depreciation and amortization	3,816		4,204
Add (Less): Deferred income taxes	(84)		(383)
Add (Less): Non-cash charges and other	184		58
Income from continuing operations adjusted for non-cash charges and other	10,139		9,062
Less: Pension contributions	(46)		(51)
Add (Less): Working capital	(483)		(310)
Add (Less): Other	(305)		163
Net cash provided by (used for) operating activities	$	9,305	$	8,864
Investing Activities
Capital expenditures	$	(3,787)	$	(3,173)
Acquisitions, net of cash acquired	(953)		(110)

Divestitures and asset sales, net of cash divested	70		195

Net cash provided by (used for) investing activities	$	(4,670)	$	(3,088)
Financing Activities
Debt increases (decreases) – net	$	1,060	$	4,475
Issuances (purchases) of ordinary shares – net	(3,925)		(5,132)
Cash dividends – Linde plc shareholders	(2,482)		(2,344)

Noncontrolling interest transactions and other	(53)		(88)
Net cash provided by (used for) financing activities	$	(5,400)	$	(3,089)

Effect of exchange rate changes on cash	$	(7)	$	(74)


	December 31, 2023		December 31, 2022
(Millions of dollars)
Debt	$	19,373	$	17,914
Less: cash and cash equivalents	(4,664)		(5,436)
Net debt	14,709		12,478
Less: purchase accounting impacts - Linde AG	(7)		(22)
Adjusted net debt	$	14,702	$	12,456

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SUPPLEMENTAL GUARANTEE INFORMATION

On May 3, 2023, 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) upstream guarantees of downstream 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 pre-existing Linde Inc. and Linde Finance notes, and Linde GmbH and Linde Inc., respectively, provided upstream guarantees of Linde plc’s downstream guarantees.

Linde plc has filed a base prospectus with the Luxembourg Stock Exchange for a €10.0 billion debt issuance program, under which Linde plc may offer debt securities. Linde Inc. and Linde GmbH have provided to Linde plc upstream guarantees in relation to debt securities of Linde plc offered under the European debt program.

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.

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(Millions of dollars)
Statement of Income Data	Twelve Months Ended December 31, 2023		Twelve Months Ended December 31, 2022
Sales	$	8,143	$	8,850
Operating profit	1,656		1,337
Net income	735		675
Transactions with non-guarantor subsidiaries	3,004		2,241

Balance Sheet Data (at period end)
Current assets (a)	$	4,423	$	11,478
Long-term assets (b)	13,833		13,949
Current liabilities (c)	10,882		11,767
Long-term liabilities (d)	56,546		48,210

(a) From current assets above, amount due from non-guarantor subsidiaries	$	1,753	$	7,260
(b) From long-term assets above, amount due from non-guarantor subsidiaries	816		1,982
(c) From current liabilities above, amount due to non-guarantor subsidiaries	1,684		1,334
(d) From long-term liabilities above, amount due to non-guarantor subsidiaries	39,458		33,268

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Linde is exposed to market risks relating to fluctuations in interest rates and currency exchange rates. The objective of financial risk management at Linde is to minimize the negative impact of interest rate and foreign exchange rate fluctuations on the company’s earnings, cash flows and equity.

To manage these risks, Linde uses various derivative financial instruments, including interest-rate swaps, treasury rate locks, currency swaps, forward contracts, and commodity contracts. Linde only uses commonly traded and non-leveraged instruments. These contracts are entered into primarily with major banking institutions thereby minimizing the risk of credit loss. Also, see Note 1 and Note 12 to the consolidated financial statements for a more complete description of Linde’s accounting policies and use of such instruments.

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, 2023. The range of changes chosen for these discussions reflects Linde’s view of changes which are reasonably possible over a one-year period. Market values represent the present values of projected future cash flows based on interest rate and exchange rate assumptions.

Interest Rate Risk

At December 31, 2023, Linde had debt totaling $19,373 million ($17,914 million at December 31, 2022). For fixed-rate instruments, interest rate changes affect the fair market value but do not impact earnings or cash flows. Conversely, for floating-rate instruments, interest rate changes generally do not affect the fair market value of the instrument but impact future earnings and cash flows, assuming that other factors are held constant. At December 31, 2023, including the impact of derivatives, Linde had fixed-rate debt of $14,345 million and floating-rate debt of $5,028 million, representing 74% and 26%, respectively, of total debt. At December 31, 2022, including the impact of derivatives, Linde had fixed-rate debt of $13,000 million and floating-rate debt of $4,914 million, representing 73% and 27%, respectively, of total debt.

Fixed Rate 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 $742 million ($666 million in 2022). A one hundred basis point increase in interest rates would result in an approximate $65 million increase to derivative assets recorded.

Variable Rate Debt

At December 31, 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 $50 million ($25 million in 2022).

Foreign Currency Risk

Linde’s exchange-rate exposures result primarily from its investments and ongoing operations in Latin America (primarily Brazil and Mexico), Europe (primarily Germany, Scandinavia, and the U.K.), Canada, Asia Pacific (primarily Australia and China) and other business transactions such as the procurement of equipment from foreign sources. Linde frequently utilizes currency contracts to hedge these exposures. At December 31, 2023, Linde had a notional amount outstanding of $5,651 million ($3,870 million at December 31, 2022) related to foreign exchange contracts. The majority of these were to hedge recorded balance sheet exposures, primarily intercompany loans denominated in non-functional currencies. See Note 12 to the consolidated financial statements.

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, 2023 would decrease by approximately $58 million and at December 31, 2022 would increase by approximately $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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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



			Page
Management’s Statement of Responsibility for Financial Statements			48
Management’s Report on Internal Control Over Financial Reporting			48
Report of Independent Registered Public Accounting Firm [PCAOB ID ]			49

Audited Consolidated Financial Statements
Consolidated Statements of Income for the Years Ended December 31, 2023, 2022 and 2021			51
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021			52
Consolidated Balance Sheets as of December 31, 2023 and 2022			53
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021			54
Consolidated Statements of Equity for the Years Ended December 31, 2023, 2022 and 2021			55

Notes to Consolidated Financial Statements
Note 1. Summary of Significant Accounting Policies			56
Note 2. Acquisition s and Divestitures			60
Note 3. Other Charges			62
Note 4. Leases			65
Note 5. Income Taxes			66
Note 6. Earnings Per Share – Linde plc Shareholders			71
Note 7. Supplemental Information			71
Note 8. Property, Plant and Equipment – Net			75
Note 9. Goodwill			75
Note 10. Other Intangible Assets			76
Note 11. Debt			78
Note 12. Financial Instruments			80
Note 13. Fair Value Disclosures			82
Note 14. Equity and Noncontrolling Interests			83
Note 15. Share-Based Compensation			85
Note 16. Retirement Programs			87
Note 17. Commitments and Contingencies			95
Note 18. Segment Information			97
Note 19. Revenue Recognition			100
Note 20. Subsequent Events			102

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MANAGEMENT’S STATEMENT OF RESPONSIBILITY FOR FINANCIAL STATEMENTS

Linde’s consolidated financial statements are prepared by management, which is responsible for their fairness, integrity and objectivity. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America applied on a consistent basis, except for accounting changes as disclosed, and include amounts that are estimates and judgments. All historical financial information in this annual report is consistent with the accompanying financial statements.

Linde maintains accounting systems, including internal accounting controls, monitored by a staff of internal auditors, that are designed to provide reasonable assurance of the reliability of financial records and the protection of assets. The concept of reasonable assurance is based on recognition that the cost of a system should not exceed the related benefits. The effectiveness of those systems depends primarily upon the careful selection of financial and other managers, clear delegation of authority and assignment of accountability, inculcation of high business ethics and conflict-of-interest standards, policies and procedures for coordinating the management of corporate resources, and the leadership and commitment of top management. In compliance with Section 404 of the Sarbanes-Oxley Act of 2002, Linde assessed its internal control over financial reporting and issued a report (see below).

The Audit Committee of the Board of Directors, which consists solely of non-employee directors, is responsible for overseeing the functioning of the accounting system and related controls and the preparation of annual financial statements. The Audit Committee periodically meets with management, internal auditors and the independent registered public accounting firm to review and evaluate their accounting, auditing and financial reporting activities and responsibilities, including management’s assessment of internal control over financial reporting. The independent registered public accounting firm and internal auditors have full and free access to the Audit Committee and meet with the committee, with and without management present.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Linde’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of management, including the company’s principal executive officer and principal financial officer, the company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (often referred to as COSO). Based on this evaluation, management concluded that the company’s internal control over financial reporting was effective as of December 31, 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, 2023 as stated in their report.


/s/ SANJIV LAMBA						/s/ KELCEY E. HOYT
Sanjiv Lamba Chief Executive Officer						Kelcey E. Hoyt Chief Accounting Officer
/s/ MATTHEW J. WHITE
Matthew J. White Chief Financial Officer						February 28, 2024

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Linde plc

Opinions on the Financial Statements and Internal Control over Financial Reporting

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

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition - Estimated Costs at Completion

As described in Note 19 to the consolidated financial statements, $2,160 million of the Company’s total revenues for the year ended December 31, 2023 was generated from the sale of equipment contracts. Sales of equipment contracts are generally comprised of a single performance obligation. Revenue from the sale of equipment is generally recognized over time as the Company has an enforceable right to payment for performance completed to date and performance does not create an asset with alternative use. For contracts recognized over time, revenue is recognized primarily using a cost incurred input method. Costs incurred to date relative to total estimated costs at completion are used to measure progress toward satisfying performance obligations. Costs incurred include material, labor, and overhead costs and represent work contributing and proportionate to the transfer of control to the customer.

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

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over developing the estimated costs at completion for the sale of equipment contracts. These procedures also included, among others, evaluating and testing management’s process for developing the estimated costs at completion for the sale of equipment contracts, which included evaluating the reasonableness of management’s significant assumptions related to the total estimated material and labor costs. Evaluating the reasonableness of management’s significant assumptions involved evaluating management’s ability to reasonably estimate costs at completion for the sale of equipment contracts on a sample basis by (i) performing a comparison of the originally estimated and actual costs incurred on similar completed equipment contracts, and (ii) evaluating the timely identification of circumstances that may warrant a modification to estimated costs at completion, including actual costs in excess of estimates. Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of management’s estimates and significant assumptions related to the total estimated material and labor costs.

/s/

February 28, 2024

We have served as the Company’s or its predecessor’s auditor since 1992.

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CONSOLIDATED STATEMENTS OF INCOME

LINDE PLC AND SUBSIDIARIES

(Dollar amounts in millions, except per share data)


Year Ended December 31,	2023	2022	2021
Sales	$	$	$
Cost of sales, exclusive of depreciation and amortization
Selling, general and administrative
Depreciation and amortization
Research and development
Other charges

Other income (expenses) – net	()	()	()
Operating Profit
Interest expense – net
Net pension and OPEB cost (benefit), excluding service cost	()	()	()
Income Before Income Taxes and Equity Investments
Income taxes
Income From Continuing Operations Before Equity Investments
Income from equity investments
Income From Continuing Operations (Including Noncontrolling Interests)
Income from discontinued operations, net of tax
Net Income (Including Noncontrolling Interests)
Less: noncontrolling interests from continuing operations	()	()	()

Net Income – Linde plc	$	$	$

Net Income – Linde plc
Income from continuing operations	$	$	$
Income from discontinued operations	$	$	$

Per Share Data – Linde plc Shareholders
Basic earnings per share from continuing operations	$	$	$
Basic earnings per share from discontinued operations
Basic earnings per share	$	$	$
Diluted earnings per share from continuing operations	$	$	$
Diluted earnings per share from discontinued operations
Diluted earnings per share	$	$	$

Weighted Average Shares Outstanding (000’s):
Basic shares outstanding
Diluted shares outstanding

The accompanying Notes are an integral part of these financial statements.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

LINDE PLC AND SUBSIDIARIES

(Dollar amounts in millions)


Year Ended December 31,	2023	2022	2021
NET INCOME (INCLUDING NONCONTROLLING INTERESTS)	$	$	$

OTHER COMPREHENSIVE INCOME (LOSS)
Translation adjustments:
Foreign currency translation adjustments		()	()
Reclassifications to net income		()	()
Income taxes			()
Translation adjustments		()	()
Funded status - retirement obligations (Note 16):



Retirement program remeasurements	()


Reclassifications to net income	()
Income taxes		()	()
Funded status - retirement obligations	()
Derivative instruments (Note 12):
Current year unrealized gain (loss)	()
Reclassifications to net income		()	()
Income taxes			()
Derivative instruments	()	()





TOTAL OTHER COMPREHENSIVE INCOME (LOSS)	()	()	()

COMPREHENSIVE INCOME (INCLUDING NONCONTROLLING INTERESTS)
Less: noncontrolling interests	()	()	()
COMPREHENSIVE INCOME - LINDE PLC	$	$	$

The accompanying Notes are an integral part of these financial statements.

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CONSOLIDATED BALANCE SHEETS

LINDE PLC AND SUBSIDIARIES

(Dollar amounts in millions)


December 31,	2023	2022
Assets
Cash and cash equivalents	$	$
Accounts receivable – net
Contract assets
Inventories
Prepaid and other current assets
Total Current Assets
Property, plant and equipment – net
Equity investments
Goodwill
Other intangible assets – net
Other long-term assets
Total Assets	$	$
Liabilities and Equity
Accounts payable	$	$
Short-term debt
Current portion of long-term debt
Contract liabilities
Accrued taxes
Other current liabilities
Total Current Liabilities
Long-term debt
Other long-term liabilities
Deferred credits
Total Liabilities
Commitments and contingencies (Note 17)
Redeemable noncontrolling interests
Linde plc Shareholders’ Equity:
Ordinary shares (€ par value, authorized shares, 2023 issued: ordinary shares; 2022 issued: ordinary shares)
Additional paid-in capital
Retained earnings
Accumulated other comprehensive income (loss)	()	()
Less: Treasury shares, at cost (2023 – shares and 2022 – shares)	()	()
Total Linde plc Shareholders’ Equity
Noncontrolling interests
Total Equity
Total Liabilities and Equity	$	$

The accompanying Notes are an integral part of these financial statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS

LINDE PLC AND SUBSIDIARIES

(Millions of dollars)


Year Ended December 31,	2023	2022	2021
Increase (Decrease) in Cash and Cash Equivalents
Operations
Net income – Linde plc	$	$	$
Less: income from discontinued operations, net of tax and noncontrolling interests			()
Add: Noncontrolling interests from continuing operations
Income from continuing operations (including noncontrolling interests)	$	$	$
Adjustments to reconcile net income to net cash provided by operating activities:
Other charges, net of payments	()


Depreciation and amortization

Deferred income taxes	()	()	()
Share-based compensation



Non-cash charges and other		()	()
Working capital
Accounts receivable	()	()	()
Contract assets and liabilities, net	()
Inventory	()	()	()
Prepaid and other current assets		()
Payables and accruals	()
Pension contributions	()	()	()
Long-term assets, liabilities and other	()
Net cash provided by operating activities


Investing
Capital expenditures	()	()	()
Acquisitions, net of cash acquired	()	()	()

Divestitures and asset sales, net of cash divested



Net cash used for investing activities	()	()	()

Financing
Short-term debt borrowings (repayments) – net			()
Long-term debt borrowings
Long-term debt repayments	()	()	()
Issuances of ordinary shares
Purchases of ordinary shares	()	()	()
Cash dividends – Linde plc shareholders	()	()	()


Noncontrolling interest transactions and other	()	()	()


Net cash used for financing activities	()	()	()






Effect of exchange rate changes on cash and cash equivalents	()	()	()

Change in cash and cash equivalents	()		()
Cash and cash equivalents, beginning-of-period


Cash and cash equivalents, end-of-period	$	$	$

Supplemental Data
Income taxes paid	$	$	$
Interest paid, net of capitalized interest (Note 7)	$	$	$

The accompanying Notes are an integral part of these financial statements.

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CONSOLIDATED STATEMENTS OF EQUITY

LINDE PLC AND SUBSIDIARIES

(Dollar amounts in millions, except per share data, shares in thousands)

Linde plc Shareholders’ Equity

Ordinary shares

Additional
Paid-in
Capital

Retained
Earnings

Accumulated Other
Comprehensive
Income (Loss)
(Note 7)

Treasury Stock

Linde plc
Shareholders’
Equity

Noncontrolling
Interests

Total Equity

Activity

Amounts

Balance, December 31, 2020

()

Net Income available for Linde plc shareholders

Other comprehensive income (loss)

()

—

()

Noncontrolling interests:

Dividends and other capital reductions

—

()

Additions (Reductions)

—

()

Dividends ($ per ordinary share)

()

Issuances of ordinary shares:

For employee savings and incentive plans

()

Purchases of ordinary shares

()

Share-based compensation

Balance, December 31, 2021

()

Net Income available for Linde plc shareholders

Other comprehensive income (loss)

()

Noncontrolling interests:

Dividends and other capital reductions

—

()

Additions (Reductions) - (Note 14)

—

()

Dividends ($ per ordinary share)

()

Issuances of ordinary shares:

For employee savings and incentive plans

()

Purchases of ordinary shares

()

Share-based compensation

Balance, December 31, 2022

()

Net Income available for Linde plc shareholders

Other comprehensive income (loss)

()

Noncontrolling interests:

Dividends and other capital reductions

—

()

Additions (Reductions)

()

Dividends ($ per common share)

()

Issuances of ordinary shares:

For employee savings and incentive plans

()

Purchases of ordinary shares

()

Share-based compensation

Intercompany reorganization (Note 14)

()

Balance, December 31, 2023

()

Other cost reduction chargesTotal cost reduction program related chargesMerger related and other chargesTotal ) ) ) ) $ $ $ $

Classification in the consolidated financial statements

The pre-tax charges for each year are shown within operating profit in a separate line item on the consolidated statements of income. In the consolidated balance sheets, reductions in assets are recorded against the carrying value of the related assets and unpaid amounts are recorded as other current or long-term liabilities (see Note 7). On the consolidated statements of cash flows, the pre-tax impact of these charges, net of cash payments, is shown as an adjustment to reconcile net income to net cash provided by operating activities. In Note 18 Segment Information, Linde excluded these charges from its management definition of segment operating profit; a reconciliation of segment operating profit to consolidated operating profit is shown within the segment operating profit table.

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NOTE 4.

million. Operating lease costs are included in selling, general and administrative expenses and cost of sales, exclusive of depreciation and amortization. The related assets and obligations are included in other long-term assets and other current liabilities and other long-term liabilities, respectively. Total lease and rental expenses related to finance lease right of use assets for the twelve months ended December 31, 2023 and 2022 were $ million and $ million, respectively, and the costs are included in depreciation and amortization and interest. Related assets and obligations are included in other long-term assets and other current liabilities and other long-term liabilities, respectively. Linde includes renewal options that are reasonably certain to be exercised as part of the lease term. Operating and financing lease expenses above include short term and variable lease costs which are immaterial.

As most leases do not provide an implicit rate, Linde uses the applicable incremental borrowing rate at lease commencement to measure lease liabilities and right-of-use assets. Linde determines incremental borrowing rates through market sources.

The company has elected to apply the short-term lease exception for all underlying asset classes. Short-term leases are leases that, at the commencement date, have a lease term of twelve months or less and do not include a purchase option that the lessee is reasonably certain to exercise. Leases that meet the short-term lease definition are not recognized on the balance sheet, but rather expensed on a straight-line basis over the lease term.

Some leasing arrangements require variable payments that are dependent on usage, output, or may vary for other reasons, such as insurance. The company does not have material variable lease payments.

Gains and losses on sale and leaseback transactions were immaterial. Operating cash flows used for operating leases for the twelve months ended December 31, 2023 and 2022 were $ million and $ million, respectively. Cash flows used for finance leases for the same period were immaterial.

$ Other current liabilities Other long-term liabilities Total operating lease liabilities Finance LeasesFinance lease right-of-use assets Other current liabilities Other long-term liabilities Total finance lease liabilities$ $

Weighted average discount rate % %

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$ 2025 2026 2027 2028 Thereafter Total future undiscounted lease payments Less imputed interest()()Total reported lease liability$ $

NOTE 5.

$ $ Non-U.S. Total income before income taxes$ $ $

Provision for Income Taxes

$ $ State and local Non-U.S. Deferred tax expense (benefit)U.S. federal () State and local Non-U.S.()()()()()()Total income taxes$ $ $

Effective Tax Rate Reconciliation

For purposes of the effective tax rate reconciliation, the company utilizes the U.S. statutory income tax rate of 21%.

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%$ %$ %State and local taxes – net of federal benefit % % %Tax on Non-U.S. activities (a) % % %Major tax jurisdictionsOpen YearsNorth and South AmericaUnited States2020 through 2023Canada2014 through 2023Mexico2014 through 2023Brazil2008 through 2023Europe and AfricaFrance2019 through 2023Germany2018 through 2023Spain2010 through 2023United Kingdom2021 through 2023Asia and AustraliaAustralia2019 through 2023China2018 through 2023India2006 through 2023South Korea2020 through 2023

The company is currently under audit in a number of jurisdictions. As a result, it is reasonably possible that some of these matters will conclude or reach the stage where a change in unrecognized income tax benefits may occur within the next twelve months. At the time new information becomes available, the company will record any adjustment to income tax expense as required. Final determinations, if any, are not expected to be material to the consolidated financial statements. The company is also subject to income taxes in many hundreds of state and local taxing jurisdictions that are open to tax examinations.

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NOTE 6.

$ $ Income from discontinued operations, net of tax Net Income – Linde plc$ $ $ Denominator (Thousands of shares)Weighted average shares outstanding Shares earned and issuable under compensation plans Weighted average shares used in basic earnings per share Effect of dilutive securitiesStock options and awards Weighted average shares used in diluted earnings per share Basic earnings per share from continuing operations$ $ $ Basic earnings per share from discontinued operations Basic Earnings Per Share$ $ $ Diluted earnings per share from continuing operations$ $ $ Diluted earnings per share from discontinued operations Diluted Earnings Per Share$ $ $

There were antidilutive shares for the years ended December 31, 2023, 2022 and 2021.

NOTE 7.

$ $ General and administrative $ $ $ $ $ Amortization of intangibles (Note 10) Depreciation and Amortization$ $ $

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)$()$()Partnership income Severance expense()()()Asset divestiture gains (losses) – net ()()Other – net gains (losses) () $()$()$() $ $ Interest income()()()Amortization on acquired debt()()()Interest capitalized()()()$ $ $

Balance Sheet

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$ VAT recoverable Unrealized gains on derivatives (Note 12) Other $ $ $ Insurance contracts (c) Long-term receivables, net (d) Lease assets (Note 4) Deposits Investments carried at cost (e) Deferred charges Deferred income taxes (Note 5) Unrealized gains on derivatives (Note 12) Other $ $ $ Payroll VAT payable Pension and postretirement (Note 16) Interest payable Lease liability (Note 4) Insurance reserves Unrealized losses on derivatives (Note 12) Cost reduction programs and other charges (Note 3) Other $ $

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$ Tax liabilities for uncertain tax positions (Note 5) Tax Act liabilities (f) Lease liability (Note 4) Interest and penalties for uncertain tax positions (Note 5) Insurance reserves Asset retirement obligation Unrealized losses on derivatives (Note 12) Cost reduction programs and other charges (Note 3) Contingent liabilities (Note 17) Other $ $

$ Contract liabilities (Note 19) $ $ )$()EMEA (g)()()APAC (g)()()Engineering()()Other ()()Derivatives – net of taxes

Pension/OPEB funded status obligation (net of $ million tax benefit in 2023 and $() million tax obligation in 2022) (Note 16)

()()$()$()

(a) million and $ million, respectively, of Linde AG purchase accounting impacts. In 2022, depreciation and amortization expense include $ million and $ million, respectively, of Linde AG purchase accounting impacts.

(b) million in 2023 and $ million in 2022.

(c)

(d) million and $ million, respectively. The amounts relate primarily to long-term notes receivable from customers in APAC, government receivables in Brazil and receivables from the sale of GIST.

(e)

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NOTE 8.

-$ $ Storage tanks

Transportation equipment and other

Cylinders

Buildings

Land and improvements (b)

Construction in progress Less: accumulated depreciation()()$ $

(a) Depreciable lives of production plants related to long-term customer supply contracts are generally consistent with the contract lives.

NOTE 9.

$ $ $ $ $ Acquisitions Foreign currency translation and other ()()()()()Disposals (Note 2 & Note 3) () ()()()Balance, December 31, 2022 Acquisitions (Note 2) Foreign currency translation and other () Disposals () ()Balance, December 31, 2023$ $ $ $ $ $

impairment was recorded. There were no indicators of impairment since the annual goodwill impairment test was performed through December 31, 2023.

NOTE 10.

$ $ $ Additions Foreign currency translation Disposals() ()()Other *() Balance, December 31, 2023 Less: accumulated amortization:Balance, December 31, 2022()()()()Amortization expense (Note 7)()()()()Foreign currency translation()()()()Disposals Other * ()()Balance, December 31, 2023()()()()Net balance at December 31, 2023$ $ $ $ (Millions of dollars) For the year ended December 31, 2022Customer RelationshipsBrands/TradenamesOther Intangible AssetsTotalCost:Balance, December 31, 2021$ $ $ $ Additions Foreign currency translation()()()()Disposals (Note 2)() ()()Other *() Balance, December 31, 2022 Less: accumulated amortization:Balance, December 31, 2021()()()()Amortization expense (Note 7)()()()()Foreign currency translation Disposals (Note 2) Other * ()()Balance, December 31, 2022()()()()Net balance at December 31, 2022$ $ $ $

*Other primarily relates to the write-off of fully amortized assets and reclassifications.

There are no expected residual values related to these intangible assets. Amortization expense for the years ended December 31, 2023, 2022 and 2021 was $ million, $ million and $ million, respectively. The remaining weighted-average amortization period for intangible assets is approximately years.

2025 2026 2027 2028 Thereafter Total amortization related to finite-lived intangible assets

Indefinite-lived intangible assets at December 31, 2023

Net intangible assets at December 31, 2023

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NOTE 11.

$ Other borrowings (primarily non U.S.) Total short-term debt LONG-TERM (a)(U.S. dollar denominated unless otherwise noted)

% Notes due 2023 (c)

% Euro denominated notes due 2023 (d)

% GBP denominated notes due 2023 (d)

% Euro denominated notes due 2024

% Euro denominated notes due 2024 (b)

% Notes due 2024

% Notes due 2025

% Euro denominated notes due 2025

% Euro denominated notes due 2025 (e)

% Euro denominated notes due 2026

% Notes due 2026

% Euro denominated notes due 2027

% Euro denominated notes due 2028 (b)

% Euro denominated notes due 2029 (e)

% Notes due 2030

% Euro denominated notes due 2030

% Euro denominated notes due 2031

% Euro denominated notes due 2032

% Euro denominated notes due 2033

% Euro denominated notes due 2034 (e)

% Euro denominated notes due 2035

% Notes due 2042

% Notes due 2050

% Euro denominated notes due 2051

Non U.S. borrowings Other

As of December 31, 2023, the amount of Linde's assets pledged as collateral was immaterial.

See Note 13 for the fair value information related to debt.

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NOTE 12.

types of derivatives that the company enters into: (i) those relating to fair-value exposures, (ii) those relating to cash-flow exposures, and (iii) those relating to foreign currency net investment exposures. Fair-value exposures relate to recognized assets or liabilities, and firm commitments; cash-flow exposures relate to the variability of future cash flows associated with recognized assets or liabilities, or forecasted transactions; and net investment exposures relate to the impact of foreign currency exchange rate changes on the carrying value of net assets denominated in foreign currencies.

When a derivative is executed and hedge accounting is appropriate, it is designated as either a fair-value hedge, cash-flow hedge, or a net investment hedge. Currently, Linde designates all interest-rate and treasury rate locks as hedges for accounting purposes; however, cross-currency contracts are generally not designated as hedges for accounting purposes. Certain currency contracts related to forecasted transactions are designated as hedges for accounting purposes. Whether designated as hedges for accounting purposes or not, all derivatives are linked to an appropriate underlying exposure. On an ongoing basis, the company assesses the hedge effectiveness of all derivatives designated as hedges for accounting purposes to determine if they continue to be highly effective in offsetting changes in fair values or cash flows of the underlying hedged items. If it is determined that the hedge is not highly effective, through the use of a qualitative assessment, then hedge accounting will be discontinued prospectively.

Counterparties to Linde’s derivatives are major banking institutions with credit ratings of investment grade or better. The company has Credit Support Annexes ("CSAs") in place for certain entities with their principal counterparties to minimize potential default risk and to mitigate counterparty risk. Under the CSAs, the fair values of derivatives for the purpose of interest rate and currency management are collateralized with cash on a regular basis. As of December 31, 2023, the impact of such collateral posting arrangements on the fair value of derivatives was insignificant. Management believes the risk of incurring losses on derivative contracts related to credit risk is remote and any losses would be immaterial.

$ $ $ $ $

Forecasted transactions

Cross-currency swaps

Commodity contracts N/AN/A Total$ $ $ $ $ $ Derivatives Designated as Hedging Instruments:Currency contracts:Forecasted transactions$ $ $ $ $ $ Commodity contractsN/AN/A Interest rate swaps Total Hedges$ $ $ $ $ $ Total Derivatives$ $ $ $ $ $

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million and $ million, which are recorded in prepaid and other current assets; long-term assets of $ million and $ million, which are recorded in other long-term assets; current liabilities of $ million and $ million, which are recorded in other current liabilities; and long-term liabilities of $ million and $ million, which are recorded in other long-term liabilities.

Balance Sheet Items

Foreign currency contracts related to balance sheet items consist of forward contracts entered into to manage the exposure to fluctuations in foreign-currency exchange rates on recorded balance sheet assets and liabilities denominated in currencies other than the functional currency of the related operating unit. Certain forward currency contracts are entered into to protect underlying monetary assets and liabilities denominated in foreign currencies from foreign exchange risk and are not designated as hedging instruments. For balance sheet items that are not designated as hedging instruments, the fair value adjustments on these contracts are offset by the fair value adjustments recorded on the underlying monetary assets and liabilities.

Forecasted Transactions

Foreign currency contracts related to forecasted transactions consist of forward contracts entered into to manage the exposure to fluctuations in foreign-currency exchange rates on (1) forecasted purchases of capital-related equipment and services, (2) forecasted sales, or (3) other forecasted cash flows denominated in currencies other than the functional currency of the related operating units. For forecasted transactions that are designated as cash flow hedges, fair value adjustments are recorded to accumulated other comprehensive income (loss) with deferred amounts reclassified to earnings over the same time period as the income statement impact of the associated purchase. For forecasted transactions that do not qualify for cash flow hedging relationships, fair value adjustments are recorded directly to earnings. Linde is hedging forecasted transactions for a maximum period of .

Cross-Currency Swaps

Cross-currency interest rate swaps are entered into to limit the foreign currency risk of future principal and interest cash flows associated with intercompany loans, and to a more limited extent bonds, denominated in non-functional currencies. The fair value adjustments on the cross-currency swaps are recorded to earnings, where they are offset by fair value adjustments on the underlying intercompany loan or bond.

Commodity Contracts

Commodity contracts are entered into to manage the exposure to fluctuations in commodity prices, which arise in the normal course of business from its procurement transactions. To reduce the extent of this risk, Linde enters into a limited number of electricity, natural gas, and propane gas derivatives. For forecasted transactions that are designated as cash flow hedges, fair value adjustments are recorded to accumulated other comprehensive income (loss) with deferred amounts reclassified to earnings over the same time period as the income statement impact of the associated purchase. Linde is hedging commodity contracts for a maximum period of .

Net Investment Hedges

As of December 31, 2023, Linde has € billion ($ billion) Euro-denominated notes and intercompany loans and ¥ billion ($ billion) CNY-denominated intercompany loans that are designated as hedges of the net investment positions in certain foreign operations. Since hedge inception, the deferred gain recorded within cumulative translation adjustment component of accumulated other comprehensive income (loss) in the consolidated balance sheet is $ million (deferred loss of $ million in the consolidated statement of comprehensive income for the year ended December 31, 2023).

As of December 31, 2023, exchange rate movements relating to previously designated hedges that remain in accumulated other comprehensive income (loss) is a gain of $ million. These movements will remain in accumulated other comprehensive income (loss), until appropriate, such as upon sale or liquidation of the related foreign operations at which time amounts will be reclassified to the consolidated statements of income.

Interest Rate Swaps

Linde uses interest rate swaps to hedge the exposure to changes in the fair value of financial assets and financial liabilities as a result of interest rate changes. These interest rate swaps effectively convert fixed-rate interest exposures to variable rates; fair value adjustments are recognized in earnings along with an equally offsetting charge/benefit to earnings for the changes in the fair value of the underlying financial asset or financial liability (see Note 11). Certain interest rate swaps in a designated fair value hedge relationship were terminated during 2023. Upon termination, adjustments are no longer recorded to the hedged items for changes in respective fair values attributable to the risk being hedged. The unrecognized

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million, and will be amortized to interest expense over the remaining life of the debt, which extends through April 2028.

In addition, as of December 31, 2023, Linde is using interest rate swaps with a notional value of € billion to hedge the variability of future cash flows of forecasted transactions due to interest rate risk and has designated this as a cash flow hedge.

Derivatives Impact on Consolidated Statements of Income

$ $ Other balance sheet items() ()Total$ $ $

* The gains (losses) on balance sheet items are offset by gains (losses) recorded on the underlying hedged assets and liabilities. Accordingly, the gains (losses) for the derivatives and the underlying hedged assets and liabilities related to debt items are recorded in the consolidated statements of income as interest expense-net. Other balance sheet items and anticipated net income gains (losses) are recorded in the consolidated statements of income as other income (expenses)-net.

The amounts of gain or loss recognized in accumulated other comprehensive income (loss) and reclassified to the consolidated statement of income was not material for the years ended December 31, 2023, 2022, and 2021. Net impacts expected to be reclassified to earnings during the next twelve months are also not material.

NOTE 13.

$ $ $ $ $ Investments and securities * Total$ $ $ $ $ $ LiabilitiesDerivative liabilities$ $ $ $ $ $

*Investments and securities are recorded in prepaid and other current assets and other long-term assets in the company's consolidated balance sheets.

Level 1 investments and securities are marketable securities traded on an exchange. Level 2 investments are based on market prices obtained from independent brokers or determined using quantitative models that use as their basis readily observable market parameters that are actively quoted and can be validated through external sources, including third-party pricing services, brokers and market transactions. Level 3 investments and securities consist of a venture fund. For the

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million versus a carrying value of $ million. At December 31, 2022 the estimated fair value of Linde’s long-term debt portfolio was $ million versus a carrying value of $ million. Differences between the carrying value and the fair value are attributable to fluctuations in interest rates subsequent to when the debt was issued and relative to stated coupon rates.

NOTE 14.

share of the new holding company in exchange for each share of Linde plc that was previously owned. The company issued new Linde shares. Linde plc's historical treasury shares were immediately canceled which resulted in an approximate $ billion decrease in treasury shares and retained earnings in Shareholders' Equity. On November 7, 2023, Linde plc transferred the listing of its ordinary shares from the NYSE to the Nasdaq, and continued trading under the ticker symbol "LIN".

At December 31, 2023 and 2022, Linde has total authorized share capital of € divided into ordinary shares of € each, A ordinary shares of € each, deferred shares of € each and preferred shares of € each.

At December 31, 2023 there were and of Linde plc ordinary shares issued and outstanding, respectively. At December 31, 2023 there were shares of A ordinary shares, deferred shares or preferred shares issued or outstanding.

At December 31, 2022 there were and of Linde plc ordinary shares issued and outstanding, respectively. At December 31, 2022, there were shares of A ordinary shares, deferred shares or preferred shares issued or outstanding.

Linde’s Board of Directors may from time to time authorize the issuance of one or more series of preferred stock and, in connection with the creation of such series, determine the characteristics of each such series including, without limitation, the preference and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions of the series.

Other Linde plc Ordinary Share and Treasury Share Transactions

Linde may issue new ordinary shares for dividend reinvestment and stock purchase plans and employee savings and incentive plans. new ordinary shares were issued in 2023, 2022 and 2021.

On January 22, 2019 the company’s board of directors approved the additional repurchase of $ billion of its ordinary shares under which Linde had repurchased shares through December 31, 2021. Linde completed the repurchases under this program in the first quarter of 2021.

On January 25, 2021 the company's board of directors approved the additional repurchase of $ billion of its ordinary shares under which Linde had repurchased shares through December 31, 2022. Linde completed the repurchases under this program in the first quarter of 2022.

On February 28, 2022, the company's board of directors authorized a new share repurchase program for up to $ billion of its ordinary shares ("2022 program") under which Linde had repurchased shares through December 31, 2023. This program expires on July 31, 2024.

On October 23, 2023, the company's board of directors approved a new share repurchase program for up to $ billion of its ordinary shares ("2023 program") under which Linde has repurchases as of December 31, 2023. This program will

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NOTE 15.

million in 2023 ($ million and $ million in 2022 and 2021, respectively). The related income tax benefit recognized was $ million in 2023 ($ million and $ million in 2022 and 2021, respectively). The expense was primarily recorded in selling, general and administrative expenses and share-based compensation expense was capitalized.

Summary of Plans

The 2021 Linde plc Long Term Incentive Plan (the “2021 Plan") was adopted by the Board of Directors and shareholders of Linde plc on July 26, 2021. The 2021 Plan permits awards of stock options, stock appreciation rights, restricted stock and restricted stock units, performance-based stock units and other equity awards to eligible officer and non-officer employees and non-employee directors of the company and its affiliates. As of December 31, 2023, shares remained available for equity grants under the 2021 Plan, of which shares may be granted as awards other than options or stock appreciation rights.

Exercise prices for options granted under the 2021 Plan may not be less than the closing market price of the company’s ordinary shares on the date of grant and granted options may not be re-priced or exchanged without shareholder approval. Options granted under the 2021 Plan subject only to time vesting requirements may become partially exercisable after a minimum of after the date of grant but may not become fully exercisable until at least have elapsed from the date of grant, and all options have a maximum duration of .

In order to satisfy option exercises and other equity grants, the company may issue authorized but previously unissued shares or it may issue treasury shares.

Stock Option Fair Value

The company utilizes the Black-Scholes Options-Pricing Model to determine the fair value of stock options consistent with that used in prior years. Management is required to make certain assumptions with respect to selected model inputs, including anticipated changes in the underlying stock price (i.e., expected volatility) and option exercise activity (i.e., expected life). Expected volatility is based on the historical volatility of the company’s stock over the most recent period commensurate with the estimated expected life of the company’s stock options and other factors. The expected life of options granted, which represents the period of time that the options are expected to be outstanding, is based primarily on historical exercise experience. The expected dividend yield is based on the company’s most recent history and expectation of dividend payouts. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for a period commensurate with the estimated expected life. If factors change and result in different assumptions in future periods, the stock option expense that the company records for future grants may differ significantly from what the company has recorded in the current period.

The weighted-average fair value of options granted during 2023 was $ ($ in 2022 and $ in 2021) based on the Black-Scholes Options-Pricing model. The increase in the grant date fair value year-over-year is primarily attributable to the increase in the stock price.

% % %Volatility % % %Risk-free interest rate % % %Expected term years

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$ Granted Exercised() Cancelled or expired() Outstanding at December 31, 2023 $ $ Exercisable at December 31, 2023 $ $

The aggregate intrinsic value represents the difference between the company’s closing stock price of $ as of December 31, 2023 and the exercise price multiplied by the number of in the money options outstanding as of that date. The total intrinsic value of stock options exercised during 2023 was $ million ($ million and $ million in 2022 and 2021, respectively).

Cash received from option exercises under all share-based payment arrangements for 2023 was $ million ($ million and $ million in 2022 and 2021, respectively). The cash tax benefit realized from share-based compensation totaled $ million for 2023 ($ million and $ million cash tax benefit in 2022 and 2021, respectively).

As of December 31, 2023, $ million of unrecognized compensation cost related to non-vested stock options is expected to be recognized over a weighted-average period of approximately year.

Performance-Based and Restricted Stock Unit Awards

In 2023, the company granted performance-based stock unit awards under the 2021 Plan to senior management that vest, subject to the attainment of pre-established minimum performance criteria, principally on the third anniversary of their date of grant. These awards are tied to either after tax return on capital ("ROC") performance or relative total shareholder return ("TSR") performance versus that of a blended group of companies that is comprised of the S&P 500, excluding the Financial sector, and Eurofirst 300. The actual number of shares issued in settlement of a vested award can range from to percent of the target number of shares granted based upon the company’s attainment of specified performance targets at the end of a period. Compensation expense related to these awards is recognized over the performance period based on the fair value of the closing market price of the company’s ordinary shares on the date of the grant and the estimated performance that will be achieved. Compensation expense for ROC awards will be adjusted during the performance period based upon the estimated performance levels that will be achieved. TSR awards are measured at their grant date fair value and not subsequently re-measured. The number of performance-based stock unit awards granted in 2023 includes an increase of stock units to the target number of performance-based awards originally granted in 2020, as these awards achieved a higher payout factor upon completion of the performance period.

The weighted-average fair value of ROC awards granted in 2023 was $ ($ in 2022 and $ in 2021). These fair values are based on the closing market price of Linde's ordinary shares on the grant date adjusted for dividends that will not be paid during the vesting period.

The weighted-average fair value of TSR awards granted in 2023 was $ ($ in 2022 and $ in 2021) and was estimated using a Monte Carlo simulation performed as of the grant date.

There were restricted stock units granted to employees by Linde during 2023. The weighted-average fair value of restricted stock units granted during 2023 was $ ($ in 2022 and $ in 2021). These fair values are based on the closing market price of Linde's ordinary shares on the grant date adjusted for dividends that will not be paid during the vesting period. Compensation expense related to the restricted stock units is recognized over the vesting period.

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$ $ Granted Vested() () Cancelled and Forfeited() () Non-vested at December 31, 2023 $ $

There are approximately thousand performance-based stock units and thousand restricted stock units that are non-vested at December 31, 2023 which will be settled in cash due to foreign regulatory limitations. The liability related to these grants reflects the current estimate of performance that will be achieved and the current share price.

As of December 31, 2023, $ million of unrecognized compensation cost related to performance-based awards and $ million of unrecognized compensation cost related to the restricted stock unit awards is expected to be recognized primarily through the first quarter of 2026.

NOTE 16.

% of eligible compensation, plus interest credits based on long-term treasury rates on the accumulated account balance. This new formula applies to all new employees hired after April 30, 2002 into businesses adopting this plan. The U.S. pension plan assets are comprised of a diversified mix of investments, including corporate equities, government securities and corporate debt securities. Linde has several plans that provide supplementary retirement benefits primarily to higher level employees that are unfunded and are nonqualified for federal tax purposes. Pension coverage for employees of certain of Linde’s non-U.S. subsidiaries generally is provided by those companies through separate plans. Obligations under such plans are primarily provided for through diversified investment portfolios, with some smaller plans provided for under insurance policies or by book reserves.

Defined Benefit Pension Plans - Non-U.S.

Linde has Non-U.S., defined benefit commitments primarily in Germany and the U.K that include pension plan assets comprised of a diversified mix of investments. The defined benefit commitments in Germany relate to old age pensions, invalidity pensions and surviving dependents pensions. These commitments also take into account vested rights for periods of service prior to January 1, 2002 based on earlier final-salary pension plan rules. In addition, there are direct commitments in respect of the salary conversion scheme for the form of cash balance plans. The resulting pension payments are calculated on the basis of an interest guarantee and the performance of the corresponding investment. There are no minimum funding requirements. The pension obligations in Germany are partly funded by a Contractual Trust Agreement (CTA). Defined benefit commitments in the U.K. prior to July 1, 2003 are earnings-related and dependent on the period of service. Such commitments relate to old age pensions, invalidity pensions and surviving dependents pensions. Beginning in April 1, 2011, the amount of future increases in inflation-linked pensions and of increases in pensionable emoluments was restricted.

Multi-employer Pension Plans

In the United States Linde participates in multi-employer defined benefit pension plans ("MEPs"), pursuant to the terms of collective bargaining agreements, that cover approximately union-represented employees. The collective bargaining agreements expire on different dates through 2028. In connection with such agreements, the company is required to make periodic contributions to the MEPs in accordance with the terms of the respective collective bargaining agreements. Linde’s participation in these plans is not material either at the plan level or in the aggregate. For all MEPs, Linde’s contributions were significantly less than % of the total contributions to each plan for 2022 and 2021. Total 2023 contributions were not yet available from the MEPs.

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Red Zone plans, deemed to be in "critical" or "critical and declining" status that have implemented financial improvement or rehabilitation plans. Linde does not currently anticipate significant future obligations due to the funding status of these plans and any such obligation would be immaterial. If Linde determined it was probable that it would withdraw from an MEP, the company would record a liability for its portion of the MEP’s unfunded pension obligations, as calculated at that time. Historically, such withdrawal payments have not been significant.

Defined Contribution Plans

Linde’s U.S. employees are eligible to participate in defined contribution savings plans offered by their applicable business. Employee contribution percentages vary by plan and are subject to the maximum allowable by IRS regulations. The cost for these defined contribution plans was $ million in 2023, $ million in 2022 and $ million in 2021 (these costs are not included in the tables that follow).

The defined contribution plans include a non-leveraged employee stock ownership plan ("ESOP") which covers all employees participating in this plan. The collective number of shares of Linde ordinary shares in the ESOP totaled at December 31, 2023.

Certain non-U.S. subsidiaries of the company also sponsor defined contribution plans where contributions are determined under various formulas. The expense for these plans was $ million in 2023, $ million in 2022 and $ million in 2021 (these expenses are not included in the tables that follow).

Postretirement Benefits Other Than Pensions (OPEB)

Linde provides health care and life insurance benefits to certain eligible retired employees. These benefits are provided through various insurance companies and healthcare providers. The company does not currently fund its postretirement benefits obligations. Linde’s retiree plans may be changed or terminated by Linde at any time for any reason with no liability to current or future retirees.

Linde uses a measurement date of December 31 for its pension and other post-retirement benefit plans.

Pension and Postretirement Benefit Costs

$ $ Amount recognized in Net pension and OPEB cost (benefit), excluding service cost Interest cost Expected return on plan assets()()() Net amortization and deferral() Settlement charges (a) $()$()$()Net periodic benefit cost (benefit)$()$()$()

(a) Settlement charges were triggered by lump sum benefit payments.

Funded Status

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$ $ $ Service cost Interest cost Participant contributions Actuarial loss (gain) ()()Benefits paid()()()()Plan settlement()()()()Foreign currency translation and other changes ()Benefit obligation, December 31$ $ $ $ Accumulated benefit obligation ("ABO")$ $ $ $ Change in Plan AssetsFair value of plan assets, January 1$ $ $ $ Actual return on plan assets ()()Company contributions Participant contributions Benefits paid from plan assets()()()()Foreign currency translation and other changes ()Fair value of plan assets, December 31$ $ $ $ Funded Status, End of Year$()$()$()$ Recorded in the Balance Sheet (Note 7)Other long-term assets$ $ $ $ Other current liabilities()()()()Other long-term liabilities()()()()Net amount recognized, December 31$()$()$()$ Amounts recognized in accumulated other comprehensive income (loss) consist of:Net actuarial loss (gain)$ $ $ $()Prior service cost (credit)() () Deferred tax obligation (benefit) (Note 7)() () Amount recognized in accumulated other comprehensive income (loss) (Note 7)$ $ $ $()

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$ $ $ Fair value of plan assets, December 31 Funded Status, End of Year$ $()$()$() United KingdomGermanyOther Non-U.S.Total Non-U.S.(Millions of dollars)2022202220222022Benefit obligation, December 31$ $ $ $ Fair value of plan assets, December 31 Funded Status, End of Year$ $()$()$ $()Amortization of net actuarial gains (losses) ()Amortization of prior service credits (costs) Pension settlements()()Foreign currency translation and other changes ()Total recognized in other comprehensive income$ $()

________________________

$ $ $ Fair value of plan assets$ $ $ $

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$ $ $ Fair value of plan assets$ $ $ $

Assumptions

% % % %Interest crediting rate % % % %Rate of increase in compensation levels % % % %Weighted average assumptions used to determine net periodic benefit cost for years ended December 31,Discount rate % % % %Interest crediting rate % % % %Rate of increase in compensation levels % % % %Expected long-term rate of return on plan assets (1) % % % %

(1) The expected long term rate of return on the U.S. and non-U.S. plan assets is estimated based on the plans' investment strategy and asset allocation, historical capital market performance and, to a lesser extent, historical plan performance. For the U.S. plans, the expected rate of return of % was derived based on the target asset allocation of %-% equity securities (approximately % expected return), %-% fixed income securities (approximately % expected return) and %-% alternative investments (approximately % expected return). For the non-U.S. plans, the expected rate of return was derived based on the weighted average target asset allocation of %-% equity securities (approximately % expected return), %-% fixed income securities (approximately % expected return), and %-% alternative investments (approximately % expected return). For the U.S. plan assets, the actual annualized total return for the most recent -year period ended December 31, 2023 was approximately %. For the non-U.S. plan assets, the actual annualized total return for the same period was approximately %. Changes to plan asset allocations and investment strategy over this time period limit the value of historical plan performance as a factor in estimating the expected long term rate of return. For 2024, the expected long-term rate of return on plan assets will be % for the U.S. plans and %. for non-U.S. plans.

Pension Plan Assets

The investments of the U.S. pension plan are managed to meet the future expected benefit liabilities of the plan over the long term by investing in diversified portfolios consistent with prudent diversification and historical and expected capital market returns. Investment strategies are reviewed by management and investment performance is tracked against appropriate benchmarks. There are no concentrations of risk as it relates to the assets within the plans. The non-U.S. pension plans are managed individually based on diversified investment portfolios, with different target asset allocations that vary for each plan.

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%-%%-%%%%-%%-%%%Fixed income securities%-%%-%%%%-%%-%%%Other%-%%-%%%%-%%-%%%

$ $ $ $ $ $ $ Equity securities:Global equities Mutual funds Fixed income securities:Government bonds Emerging market debt Mutual funds Corporate bonds Bank loans Alternative investments:Real estate funds Private debt Insurance contracts Liquid alternative Other investments Total plan assets at fair value,
December 31,$ $ $ $ $ $ $ $ Pooled funds * Total fair value plan assets
December 31,$ $

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$ $ $ Gain/(Loss) for the period Purchases Sales ()()()Transfer into/ (out of) Level 3 Foreign currency translation()()()()

Balance, December 31, 2022

Gain/(Loss) for the period ()()()Purchases Sales ()()()Transfer into / (out of) Level 3 Foreign currency translation

Balance, December 31, 2023

$ $ $ $

The descriptions and fair value methodologies for the company's pension plan assets are as follows:

Cash and Cash Equivalents – This category includes cash and short-term interest bearing investments with maturities of three months or less. Investments are valued at cost plus accrued interest. Cash and cash equivalents are classified within level 1 of the valuation hierarchy.

Equity Securities – This category is comprised of shares of common stock in U.S. and non-U.S. companies from a diverse set of industries and size. Common stock is valued at the closing market price reported on a U.S. or non-U.S. exchange where the security is actively traded. Equity securities are classified within level 1 of the valuation hierarchy.

Mutual Funds – These categories consist of publicly and privately managed funds that invest primarily in marketable equity and fixed income securities. The fair value of these investments is determined by reference to the net asset value of the underlying securities of the fund. Shares of publicly traded mutual funds are valued at the net asset value quoted on the exchange where the fund is traded and are primarily classified as level 1 within the valuation hierarchy.

Emerging Market Debt - This category includes fixed income debt issued by countries with developing economies as well as by corporations within those nations. They typically have higher yields but lower credit ratings relative to developed country corporate and government bonds. The fair values for these investments are classified as level 2 within the valuation hierarchy.

U.S. and Non-U.S. Government Bonds – This category includes U.S. treasuries, U.S. federal agency obligations and non-U.S. government debt. The majority of these investments do not have quoted market prices available for a specific government security and so the fair value is determined using quoted prices of similar securities in active markets and is classified as level 2 within the valuation hierarchy.

Corporate Bonds – This category is comprised of corporate bonds of U.S. and non-U.S. companies from a diverse set of industries and size. The fair values for U.S. and non-U.S. corporate bonds are determined using quoted prices of similar securities in active markets and observable data or broker or dealer quotations. The fair values for these investments are classified as level 2 within the valuation hierarchy.

Pooled Funds - Pooled fund NAVs are provided by the trustee and are determined by reference to the fair value of the underlying securities of the trust, less its liabilities, which are valued primarily through the use of directly or indirectly observable inputs. Depending on the pooled fund, underlying securities may include marketable equity securities or fixed income securities.

Bank Loans - This category is comprised of traded syndicated loans of larger corporate borrowers. Such loans are issued by sub-investment grade rated companies both in the U.S. and internationally and are syndicated by investment banks to institutional investors. They are regularly traded in an active dealer market comprised of large investment banks, which supply bid and offer quotes and are therefore classified within level 2 of the valuation hierarchy.

Liquid Alternative Investments - This category is comprised of investments in alternative mutual funds whose holdings include liquid securities, cash, and derivatives. Such funds focus on diversification and employ a variety of investing strategies including long/short equity, multi-strategy, and global macro. The fair value of these investments is determined by reference to the net asset value of the underlying holdings of the fund, which can be determined using

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million in 2023, $ million in 2022 and $ million in 2021. Estimated required contributions for 2024 are currently expected to be in the range of $ million to $ million.

Estimated Future Benefit Payments

$ 2025 2026 2027 2028 2029-2033

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NOTE 17.

million. Linde has not recorded any liabilities related to such claims based on management judgment and opinions of outside counsel.

During the first quarter of 2023, the Brazilian Supreme Court issued a decision confirming the constitutionality of a specific federal income tax, with retroactive effect. As a result of this decision, the company recorded a reserve based on its best estimate of potential settlement (see Note 3). This decision has not yet been finalized and is subject to ongoing motions for clarification. Because litigation in Brazil historically takes many years to resolve, it is very difficult to estimate the timing of resolution of these matters; however, it is possible that certain of these matters may be resolved within the near term. The company is vigorously defending against the proceedings.

•On September 1, 2010, CADE (Brazilian Administrative Council for Economic Defense) announced alleged anticompetitive activity on the part of industrial gas companies in Brazil and imposed fines. CADE imposed a civil fine of R$ billion Brazilian reais ($ million) on White Martins, the Brazil-based subsidiary of Linde Inc., and R$ billion Brazilian reais ($ million) on Linde Gases Ltda., the former Brazil-based subsidiary of Linde AG, which was divested to MG Industries GmbH on March 1, 2019 and with respect to which Linde provided a contractual indemnity.

The fine against White Martins and Linde Gases Ltda. was overturned by the Ninth and Seventh Federal Courts of Brasilia, respectively. CADE appealed these decisions, and the Federal Court of Appeals rejected CADE's appeals and confirmed the decision of the Ninth and Seventh Federal Courts of Brasilia. CADE had filed appeals for both subsidiaries with the Superior Court of Justice which were denied. CADE filed subsequent appeals to a panel of the Supreme Court of Justice and final and binding decisions were issued by the Supreme Court of Justice annulling the fine imposed against Linde Gases Ltda and White Martins in September 2023 and January 2024, respectively.

•On and after April 23, 2019 former shareholders of Linde AG filed appraisal proceedings at the District Court (Landgericht) Munich I (Germany), seeking an increase of the cash consideration paid in connection with the previously completed cash merger squeeze-out of all of Linde AG’s minority shareholders for € per share. Any such increase would apply to all Linde AG shares that were outstanding on April 8, 2019, when

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% of the relevant company’s overall asset value. The injunction was requested by RusChemAlliance (RCA) as a preliminary measure to secure payment of a possible eventual award under an arbitration proceeding RCA intended to file against Linde Engineering for alleged breach of contract under the agreement to build a gas processing plant in Ust Luga, Russia entered into between a consortium of Linde Engineering, Renaissance Heavy Industries LLC, and RCA on July 7, 2021. Performance of the agreement was lawfully suspended by Linde Engineering on May 27, 2022 in compliance with applicable sanctions and in accordance with a decision by the sanctions authority in Germany. On March 1, 2023, RCA filed a claim in St. Petersburg against Linde GmbH for recovery of advance payments under the agreement ("Russian Claim"), and subsequently (i) added Linde and other Linde subsidiaries as defendants, and (ii) is seeking payment of alleged damages from Linde (pursuant to corporate guarantees) and guarantor banks.

On March 4, 2023, in accordance with the dispute resolution provisions of the agreement, Linde GmbH filed a notice of arbitration with the Hong Kong International Arbitration Centre ("HKIAC") against RCA to claim that (i) RCA has no entitlement to payment, (ii) RCA’s Russian claim is in breach of the arbitration agreement which requires HKIAC arbitration, and (iii) RCA must compensate Linde for the losses and damages caused by the injunction. Additionally, Linde GmbH filed for and on March 17, 2023 obtained an anti-suit injunction from a Hong Kong court against RCA directing RCA to seek a stay of the Russian Claim and ordering it to resolve any disputes in accordance with HKIAC arbitration. On September 27, 2023, the anti-suit injunction was confirmed by the same Hong Kong court. On January 4, 2024, the Hong Kong court issued a final judgment in Linde’s favor (i) granting a permanent anti-suit injunction against RCA, (ii) granting a permanent, global anti-enforcement injunction against RCA, and (iii) ordering that the injunction issued by the St. Petersburg Court be lifted.

As of December 31, 2023, Linde has a contingent liability of $ billion recorded in Other long-term liabilities, which represents advance payments previously recorded in contract liabilities as of December 31, 2022 related to terminated engineering projects with RCA. As a result of the contract terminations, Linde no longer has future performance obligations for these projects. Linde deconsolidated its Russian gas and engineering business entities as of June 30, 2022, and the remaining investment value of its Russia subsidiaries is immaterial.

Despite the January 4, 2024 decision of the Hong Kong court, the injunction affecting Linde’s shares and assets has not been lifted, the proceeding in St. Petersburg has not been stayed and RCA is continuing to pursue its claim in Russia. On February 20, 2024, the St. Petersburg Court issued its decision and granted the Russian Claim in RCA’s favor. Linde has 30 days to appeal this decision and expects to do so prior to the expiration of that deadline. If Linde appeals, RCA cannot enforce the decision (including foreclosing on the shares of the Russian entities) until after the appeal is decided.

Linde does not expect an adverse impact on earnings from this decision given the contingent liability recorded as of December 31, 2023 and the immaterial remaining investment value of its deconsolidated Russia subsidiaries.

It is difficult to estimate the timing of resolution of this matter. The company intends to vigorously defend its interests in both the Russian Claim and arbitration proceedings.

Commitments

At December 31, 2023, Linde had undrawn outstanding letters of credit, bank guarantees and surety bonds valued at approximately $ million from financial institutions. These relate primarily to customer contract performance guarantees (including plant construction in connection with certain on-site contracts), self-insurance claims and other commercial and governmental requirements, including non-U.S. litigation matters.

Other commitments related to leases, tax liabilities for uncertain tax positions, long-term debt, other post retirement and pension obligations are summarized elsewhere in the financial statements (see Notes 4, 5, 11, and 16).

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NOTE 18.

major product lines: industrial gases and engineering. As further described in the following paragraph, Linde’s industrial gases operations are managed on a geographic basis, which represent of the company's reportable segments - Americas, EMEA (Europe/Middle East/Africa), and APAC (Asia/South Pacific); a th reportable segment, which represents the company's Engineering business, designs and manufactures equipment for air separation and other industrial gas applications specifically for end customers and is managed on a worldwide basis operating in all geographic segments. Other consists of corporate costs and a few smaller businesses which individually do not meet the quantitative thresholds for separate presentation.

The industrial gases product line centers on the manufacturing and distribution of atmospheric gases (oxygen, nitrogen, argon, rare gases) and process gases (carbon dioxide, helium, hydrogen, electronic gases, specialty gases, acetylene). Many of these products are co-products of the same manufacturing process. Linde manufactures and distributes nearly all of its products and manages its customer relationships on a regional basis. Linde’s industrial gases are distributed to various end-markets within a regional segment through one of basic distribution methods: on-site or tonnage; merchant or bulk; and packaged or cylinder gases. The distribution methods are generally integrated in order to best meet the customer’s needs and very few of its products can be economically transported outside of a region. Therefore, the distribution economics are specific to the various geographies in which the company operates and are consistent with how management assesses performance.

The company’s measure of profit/loss for segment reporting is segment operating profit. Segment operating profit is defined as operating profit excluding purchase accounting impacts of the Linde AG merger, intercompany royalties, and items not indicative of ongoing business trends. This is the manner in which the company’s CODM assesses performance and allocates resources. Similarly, total assets have not been included as this is not provided to the CODM for their assessment.

$ $ EMEA APAC Engineering Other Total Sales$ $ $


	2023	2022	2021
Segment Operating Profit
Americas	$	$	$
EMEA
APAC
Engineering
Other		()	()

Reported Segment operating profit
Other charges (Note 3)	()	()	()
Purchase accounting impacts - Linde AG	()	()	()
Total operating profit	$	$	$

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$ $ EMEA APAC Engineering Other Segment depreciation and amortization Purchase accounting impacts - Linde AG Total depreciation and amortization$ $ $


	2023	2022	2021
Capital Expenditures and Acquisitions
Americas	$	$	$
EMEA
APAC
Engineering
Other

Total Capital Expenditures and Acquisitions	$	$	$

$ $ Germany (c) China United Kingdom Australia Brazil Other – non-U.S. Total sales$ $ $ $ $ Germany China United Kingdom Australia Brazil Other – non-U.S. Total long-lived assets$ $ $

________________________

(a) million, $ million and $ million for the year ended December 31, 2023, 2022 and 2021, respectively.

(b)

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%, % and % of Germany sales in 2023, 2022 and 2021, respectively.

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19.

basic distribution methods: (i) on-site or tonnage; (ii) merchant or bulk liquid; and (iii) packaged or cylinder gases. The distribution method used by Linde to supply a customer is determined by many factors, including the customer’s volume requirements and location. The distribution method generally determines the contract terms with the customer and, accordingly, the revenue recognition accounting practices. Linde's primary products in its industrial gases business are atmospheric gases (oxygen, nitrogen, argon, rare gases) and process gases (carbon dioxide, helium, hydrogen, electronic gases, specialty gases, acetylene). These products are generally sold through one of the distribution methods.

Following is a description of each of the industrial gases distribution methods and the respective revenue recognition policies:

On-site. Customers that require the largest volumes of product and that have a relatively constant demand pattern are supplied by cryogenic and process gas on-site plants. Linde constructs plants on or adjacent to these customers’ sites and supplies the product directly to customers by pipeline. Where there are large concentrations of customers, a single pipeline may be connected to several plants and customers. On-site product supply contracts generally are total requirement contracts with terms typically ranging from - years and contain minimum purchase requirements and price escalation provisions. Many of the cryogenic on-site plants also produce liquid products for the merchant market. Therefore, plants are typically not dedicated to a single customer. Additionally, Linde is responsible for the design, construction, operations and maintenance of the plants and our customers typically have no involvement in these activities. Advanced air separation processes also allow on-site delivery to customers with smaller volume requirements.

The company’s performance obligations related to on-site customers are satisfied over time as customers receive and obtain control of the product. Linde has elected to apply the practical expedient for measuring progress towards the completion of a performance obligation and recognizes revenue as the company has the right to invoice each customer, which generally corresponds with product delivery. Accordingly, revenue is recognized when product is delivered to the customer and the company has the right to invoice the customer in accordance with the contract terms. Consideration in these contracts is generally based on pricing which fluctuates with various price indices. Variable components of consideration exist within on-site contracts but are considered constrained.

Merchant. Merchant deliveries generally are made from Linde's plants by tanker trucks to storage containers at the customer's site. Due to the relatively high distribution cost, merchant oxygen and nitrogen generally have a relatively small distribution radius from the plants at which they are produced. Merchant argon, hydrogen and helium can be shipped much longer distances. The customer agreements used in the merchant business are usually three to supply agreements based on the requirements of the customer. These contracts generally do not contain minimum purchase requirements or volume commitments.

The company’s performance obligations related to merchant customers are generally satisfied at a point in time as the customers receive and obtain control of the product. Revenue is recognized when product is delivered to the customer and the company has the right to invoice the customer in accordance with the contract terms. Any variable components of consideration within merchant contracts are constrained however this consideration is not significant.

Packaged Gases. Customers requiring small volumes are supplied products in containers called cylinders, under medium to high pressure. Linde distributes merchant gases from its production plants to company-owned cylinder filling plants where cylinders are then filled for distribution to customers. Cylinders may be delivered to the customer’s site or picked up by the customer at a packaging facility or retail store. Linde invoices the customer for the industrial gases and the use of the cylinder container(s). The company also sells hardgoods and welding equipment purchased from independent manufacturers. Packaged gases are generally sold under one to supply contracts and purchase orders and do not contain minimum purchase requirements or volume commitments.

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million at December 31, 2023 and $ million at December 31, 2022. Total contract liabilities are $ million at December 31, 2023 (current of $ million and $ million within deferred credits in the consolidated balance sheets). As of December 31, 2023, Linde has $ million recorded in contract liabilities related to engineering projects in Russia subject to sanctions and therefore suspended and lawfully wound down. Total contract liabilities were $ million at December 31, 2022 (current contract liabilities of $ million and $ million within deferred credits in the consolidated balance sheets). The decrease in contract liabilities is primarily related to a reclassification of contract liabilities to a contingent liability in other long-term liabilities associated with an engineering project in Russia (see Note 17). Revenue recognized for the twelve months ended December 31, 2023 that was included in the contract liability at December 31, 2022 was $ million. Contract assets and liabilities primarily relate to the Engineering business.

Payment Terms and Other

Linde generally receives payment after performance obligations are satisfied, and customer prepayments are not typical for the industrial gases business. Payment terms vary based on the country where sales originate and local customary payment practices. Linde does not offer extended financing outside of customary payment terms. Amounts billed for sales and use taxes, value-added taxes, and certain excise and other specific transactional taxes imposed on revenue producing transactions are presented on a net basis and are not included in sales within the consolidated statement of income. Additionally, sales returns and allowances are not a normal practice in the industry and are not significant.

Disaggregated Revenue Information

As described above and in Note 18, the company manages its industrial gases business on a geographic basis, while the Engineering and Other businesses are generally managed on a global basis. Furthermore, the company believes that reporting sales by distribution method by reportable geographic segment best illustrates the nature, timing, type of customer, and contract terms for its revenues, including terms and pricing.

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$ $ $ $ $ %On-Site %Packaged Gas %Other %$ $ $ $ $ $ %(Millions of dollars)

Year Ended December 31, 2022

SalesAmericasEMEAAPACEngineeringOtherTotal%Merchant$ $ $ $ $ $ %On-Site %Packaged Gas %Other %$ $ $ $ $ $ %(Millions of dollars)

Year Ended December 31, 2021

SalesAmericasEMEAAPACEngineeringOtherTotal%Merchant$ $ $ $ $ $ %On-Site %Packaged Gas %Other %$ $ $ $ $ $ %

Remaining Performance Obligations

As described above, Linde's contracts with on-site customers are under long-term supply arrangements which generally require the customer to purchase their requirements from Linde and also have minimum purchase requirements. Additionally, plant sales from the Linde Engineering business are primarily contracted on a fixed price basis. The company estimates the consideration related to future minimum purchase requirements and plant sales was approximately $ billion (excludes Russian projects which are impacted by sanctions). This amount excludes all on-site sales above minimum purchase requirements, which can be significant depending on customer needs. In the future, actual amounts will be different due to impacts from several factors, many of which are beyond the company’s control including, but not limited to, timing of newly signed, terminated and renewed contracts, inflationary price escalations, currency exchange rates, and pass-through costs related to natural gas and electricity. The actual duration of long-term supply contracts ranges up to . The company estimates that approximately half of the revenue related to minimum purchase requirements will be earned in the next and the remaining thereafter.

20.

million of % notes due in 2028, € million of % notes due in 2031 and € million of % notes due in 2036.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

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, 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.

Management’s Report on Internal Control Over Financial Reporting

Refer to Item 8 for Management’s Report on Internal Control Over Financial Reporting as of December 31, 2023.

Changes in Internal Control over Financial Reporting

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

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Certain information required by this item is incorporated herein by reference to the sections captioned “Corporate Governance and Board Matters - Director Nominees" and “Corporate Governance And Board Matters - "Delinquent Section 16 (a) Reports" in Linde’s Proxy Statement.

Identification of the Audit Committee

Linde has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 as amended (the “Exchange Act”). The members of that audit committee are Prof. Dr. Martin H. 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 Nasdaq.

Audit Committee Financial Expert

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 Nasdaq.

Code of Ethics

Linde has adopted a code of ethics that applies to the company’s directors and all employees, including its Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer. This code of ethics, including specific standards for implementing certain provisions of the code, has been approved by the Linde Board of Directors and is named the “Code of Business Integrity”. This document is posted on the company’s public website, www.linde.com but is not incorporated herein.

ITEM 11. EXECUTIVE COMPENSATION

Information required by this item is incorporated herein by reference to the sections captioned “Executive Compensation Matters” and “Corporate Governance and Board Matters - Director Compensation” in Linde’s Proxy Statement.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Equity Compensation Plans Information - The table below provides information as of December 31, 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, 2023.

EQUITY COMPENSATION PLANS TABLE


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by shareholders	7,034,362	(1)	$	180.58	7,661,431	(2)
Equity compensation plans not approved by shareholders	—		—		—
Total	7,034,362		$	180.58	7,661,431

________________________

(1)This amount includes 637,600 restricted shares and 571,628 performance shares.

(2)This amount reflects shares available for future issuances pursuant to the 2021 Linde plc Long Term Incentive Plan that was approved by shareholders on July 26, 2021.

Certain information required by this item regarding the beneficial ownership of the company’s ordinary shares is incorporated herein by reference to the section captioned “Information on Share Ownership” in Linde’s Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Information required by this item is incorporated herein by reference to the sections captioned “Corporate Governance And Board Matters – Review, Approval or Ratification of Transactions with Related Persons,” “Corporate Governance And Board Matters – Certain Relationships and Transactions,” and “Corporate Governance And Board Matters – Director Independence” in Linde’s Proxy Statement.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Information required by this item is incorporated herein by reference to the section captioned “Audit Matters” in Linde’s Proxy Statement.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)The following documents are filed as part of this report:

(i)The company’s 2023 Consolidated Financial Statements and the Report of the Independent Registered Public Accounting Firm are included in Part II, Item 8. Financial Statements and Supplementary Data.

(ii)Financial Statement Schedules – All financial statement schedules have been omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

(iii)Exhibits – The exhibits filed as part of this Annual Report on Form 10-K are listed in the accompanying index.

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INDEX TO EXHIBITS

Linde plc and Subsidiaries


Exhibit No.						Description

2.1						Business Combination Agreement by and among Linde Aktiengesellschaft, Praxair, Inc., Zamalight PLC, Zamalight Holdco LLC and Zamalight Subco, Inc. dated as of June 1, 2017 (Filed as Exhibit 2.1 to Praxair, Inc.'s Current Report on Form 8-K dated June 1, 2017, Filing No. 1-11037, and is incorporated herein by reference.)

2.1a						Amendment No. 1, dated August 10, 2017, to the Business Combination Agreement, by and among Praxair, Inc., Linde Aktiengesellschaft, Linde plc, Zamalight Holdco LLC and Zamalight Subco, Inc. (Filed as Exhibit 2.1 to Praxair, Inc.'s Current Report on Form 8-K dated August 10, 2017, Filing No. 1-11037, and is incorporated hereby by reference.)

**2.2						Sale and Purchase Agreement, dated July 5, 2018, by and among Praxair, Inc., Taiyo Nippon Sanso Corporation (“Taiyo”), and Linde plc with respect to the sale of a majority of Praxair’s businesses in Europe to Taiyo in connection with the Business Combination Agreement (Filed as Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, File No. 1-38730, and is incorporated hereby by reference).

**2.3						Sale and Purchase Agreement, dated July 16, 2018, by and among Linde AG, Praxair, Inc., MG Industries GmbH, Messer Canada Inc., MG Industries USA, Inc. (the MG entities and Messer Canada, Inc. being collectively referred to as “Messer”), and Linde plc with respect to the sale of certain assets of Linde AG in the Americas and certain assets of Praxair, Inc. to Messer in connection with the Business Combination Agreement (Filed as Exhibit 2.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, File No. 1-38730, and is incorporated hereby by reference).

**2.3a						First Amendment dated September 21, 2018 to the Sale and Purchase Agreement, dated July 16, 2018, by and among Linde AG, Praxair, Inc., Messer, and Linde plc with respect to the sale of certain additional assets of Linde AG in the Americas to Messer in connection with the Business Combination Agreement (Filed as Exhibit 2.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, File No. 1-38730, and is incorporated hereby by reference).

**2.3b						Second Amendment dated October 19, 2018 to the Sale and Purchase Agreement, dated July 16, 2018, as amended by the First Amendment thereto, by and among Linde AG, Praxair, Inc., Messer, and Linde plc, with respect to the sale of certain additional assets of Linde AG in the Americas to Messer in connection with the Business Combination Agreement (Filed as Exhibit 2.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, File No. 1-11037, and is incorporated hereby by reference).

**2.3c						Third Amendment dated February 20, 2019 to the Sale and Purchase Agreement, dated July 16, 2018, as amended by the First and Second Amendment thereto, by and among Linde AG, Praxair, Inc., Messer, and Linde plc, with respect to the sale of certain additional assets of Linde AG in the Americas to Messer in connection with the Business Combination Agreement dated as of June 1, 2017, as amended, to effect a combination of the businesses of Linde AG and Praxair, Inc. (Filed as Exhibit 2.4 to the Company’s Current Report on Form 8-K, filed on March 7, 2019, File No. 1-11037, and is incorporated hereby by reference).

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 March 1, 2023, File No. 001-38730, and incorporated herein by reference).

4.01						Description of Linde plc Shares (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K (File No. 001-38730) filed on March 1, 2023).

4.02						Indenture, dated as of July 15, 1992, between Praxair, Inc. and U.S. Bank National Association, as the ultimate successor trustee to Bank of America, Illinois, formerly Continental Bank, National Association (Filed as Exhibit 4 to Praxair, Inc.'s Current Report on Form 8-K dated March 19, 2007, Filing No. 1-11037, and incorporated herein by reference).

4.03						Form of Subordinated Indenture for Praxair, Inc. (Filed as Exhibit 4.3 to Praxair, Inc.'s Form S-3, filed on May 12, 2015, File No. 333-204093, and is incorporated herein by reference.)

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).

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).

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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).

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).

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).

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 reference).

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).
4.11						Upstream Guarantee to Linde plc provided by Linde GmbH dated May 11, 2020 (filed as Exhibit 4.4 to Linde plc’s Current Report on Form 8-K dated May 26, 2020, Filing No. 001-38730, and is incorporated hereby by reference)

4.12						Upstream Guarantee to Linde plc provided by Linde Inc. dated May 11, 2020 (filed as Exhibit 4.5 to Linde plc’s Current Report on Form 8-K dated May 26, 2020, Filing No. 001-38730, and is incorporated hereby by reference)

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.)

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).

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).

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).

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						Form of Non-Employee Director Restricted Stock Unit Award Under the 2021 Linde plc Long Term Incentive Plan (Filed as Exhibit 10.0e to Linde plc's 2021 Annual Report on Form 10-K, Filing No. 1-38730, and is incorporated herein by reference).

10.01						Amended and Restated Five Year Credit Agreement, dated as of December 7, 2022, among Linde plc, certain of its subsidiaries parties thereto as borrowers, the lenders party thereto and Bank of America, N.A., as Administrative Agent.(Filed as Exhibit 10.1 to Linde plc's current report on Form 8-K, dated December 8, 2022, Filing No. 1-38730, and incorporated herein by reference)

10.02						364-Day Credit Agreement, dated as of December 6, 2023, among Linde plc, the Subsidiary Borrowers, certain Subsidiary Guarantors, the lenders party thereto and Bank of America, N.A., as Administrative Agent.(Filed as Exhibit 10.1 to Linde plc's current report on Form 8-K, dated December 6, 2023, Filing No. 1-38730, and incorporated herein by reference)

*10.03						2021 Linde plc Long Term Incentive Plan, Effective as of July 26, 2021 (Filed as Exhibit 10.01 to Linde plc’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, Filing No. 1-38730, and incorporated herein by reference).

*10.03a						Form of Transferable Stock Option Award Under the 2021 Linde plc Long Term Incentive Plan (Filed as Exhibit 10.01 to Linde plc’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, Filing No. 1-38730, and incorporated herein by reference).

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*10.03b						Form of Restricted Stock Unit Award Under the 2021 Linde plc Long Term Incentive Plan (Filed as Exhibit 10.02 to Linde plc’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, Filing No. 1-38730, and incorporated herein by reference).

*10.03c						Form of Performance Share Unit Award Under the 2021 Linde plc Long Term Incentive Plan with Return on Capital performance metrics (Filed as Exhibit 10.03 to Linde plc’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, Filing No. 1-38730, and incorporated herein by reference).

*10.03d						Form of Performance Share Unit Award Under the 2021 Linde plc Long Term Incentive Plan with Total Shareholder Return performance metrics (Filed as Exhibit 10.04 to Linde plc’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, Filing No. 1-38730, and incorporated herein by reference).


*10.04						Linde plc Annual Variable Compensation Plan effective January 1, 2019 (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 25, 2019, File No. 1-38730, and is incorporated hereby by reference).

*10.05						Praxair, Inc. Supplemental Retirement Income Plan A effective January 1, 2008 (Filed as Exhibit 10.05a to Praxair, Inc.'s 2008 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).

*10.05a						First amendment to the Praxair, Inc. Supplemental Retirement Income Plan A effective January 1, 2010 (Filed as Exhibit 10.05b to Praxair, Inc.'s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).

*10.05b						Second Amendment to Praxair, Inc. Supplemental Retirement Income Plan A effective February 28, 2017, (Filed as Exhibit 10.05c to Praxair, Inc.'s 2016 Annual Report on Form 10-K, Filing No. 1-11037, and is incorporated hereby by reference).
*10.05c						Third Amendment to the Praxair, Inc. Supplemental Retirement Income Plan A effective December 1, 2017 (Filed as Exhibit 10.05m to Praxair, Inc.'s 2017 Annual Report on Form 10-K, File No. 1-11037, and is incorporated herein by reference).
*10.05d						Praxair, Inc. Supplemental Retirement Income Plan B amended and restated effective December 31, 2007 (Filed as Exhibit 10.05b to Praxair, Inc.'s 2008 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).

*10.05e						First amendment to the Praxair, Inc. Supplemental Retirement Income Plan B effective January 1, 2010 (Filed as Exhibit 10.05d to Praxair, Inc.'s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).

*10.05f						Second Amendment to Praxair, Inc. Supplemental Retirement Income Plan B effective July 1, 2012 (Filed as Exhibit 10.05e to Praxair Inc.’s 2012 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).

*10.05g						Third Amendment to Praxair, Inc. Supplemental Retirement Income Plan B effective February 28, 2017, (Filed as Exhibit 10.05g to Praxair, Inc.’s 2016 Annual Report on Form 10-K, Filing No. 1-11037, and is incorporated herein by reference).

*10.05h						Fourth Amendment to the Praxair, Inc. Supplemental Retirement Income Plan B effective December 1, 2017 (Filed as Exhibit 10.05l to Praxair, Inc.’s 2017 Annual Report on Form 10-K, File No. 1-11037, and is incorporated herein by reference).

*10.06						Praxair, Inc. Equalization Benefit Plan amended and restated effective December 31, 2007 (Filed as Exhibit 10.05c to Praxair, Inc.’s 2008 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).

*10.06a						First amendment to the Praxair, Inc. Equalization Benefit Plan effective January 1, 2010 (Filed as Exhibit 10.05f to Praxair Inc.’s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).

*10.06b						Second Amendment to the Praxair, Inc. Equalization Benefit Plan effective February 28, 2017,(Filed as Exhibit 10.05j to Praxair, Inc.'s 2016 Annual Report on Form 10-K, Filing No. 1-11037, and is incorporated herein by reference).

*10.06c						Third Amendment to the Praxair, Inc. Equalization Benefit Plan effective December 1, 2017 (Filed as Exhibit 10.05k to Praxair, Inc.’s 2017 Annual Report on Form 10-K, File No. 1-11037, and is incorporated herein by reference).

*10.06d						Linde Inc. 2018 Equalization Benefit Plan, Amended and Restated effective September 1, 2020 (Filed as Exhibit 10.5 to Linde plc's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, Filing No. 1-38730, and incorporated herein by reference).

*10.06e						Linde Inc. 2018 Supplemental Retirement Income Plan A, Amended and Restated effective September 1, 2020 (Filed as Exhibit 10.3 to Linde plc’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, Filing No. 1-38730, and incorporated herein by reference).

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*10.06f						Linde Inc. 2018 Supplemental Retirement Income Plan B, Amended and Restated effective September 1, 2020 (Filed as Exhibit 10.4 to Linde plc's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, Filing No. 1-38730, and incorporated herein by reference).

*10.07						Praxair, Inc. Director’s Fees Deferral Plan amended and restated effective January 26, 2010 (Filed as Exhibit 10.06 to Praxair Inc.’s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).

*10.08						Linde Compensation Deferral Program Amended and Restated effective September 1, 2020 (Filed as Exhibit 10.2 to Linde plc's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020. Filing No. 1-38730, and incorporated herein by reference).

*10.09						First Amendment to the Linde Compensation Deferral Program effective April 1, 2021. (Filed as Exhibit 10.01 to Linde plc’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021. Filing No. 1-38730 and incorporated herein by reference).

*10.10						Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan (Filed as Exhibit 4.03 to Praxair, Inc.'s Form S-8, filed on October 31, 2018, File No. 333-228084, and incorporated herein by reference).

*10.10a						First Amendment, dated as of April 25, 2017, to the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan (Filed as Exhibit 10.01 to Praxair, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, Filing No. 1-11037, and is incorporated herein by reference).

*10.10b						Second Amendment dated September 8, 2020 to the Amended and Restated 2009 Praxair, Inc Long Term Incentive Plan (Filed as Exhibit 10.1 to Linde plc's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, Filing No. 1-38730, and incorporated herein by reference).

*10.10c						Form of Standard Option Award under the 2009 Praxair, Inc. Long Term Incentive Plan (Filed as Exhibit 10.22 to Praxair, Inc.'s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).

*10.10d						Form of Transferable Option Award under the 2009 Praxair, Inc. Long Term Incentive Plan (Filed as Exhibit 10.23 to Praxair, Inc.'s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).

*10.10e						Form of Transferable Option Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants made in 2015-2017 (Filed as Exhibit 10.26 to Praxair, Inc.'s 2014 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).

*10.10f						Form of Transferable Option Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants made in 2018 (Filed as Exhibit 10.26a to Praxair, Inc.’s 2017 Annual Report on Form 10-K, File No. 1-11037, and incorporated herein by reference).

*10.10g						Form of Restricted Stock Unit Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants made in 2018 (Filed as Exhibit 10.27a to Praxair, Inc.’s 2017 Annual Report on Form 10-K, File No. 1-11037, and incorporated herein by reference).

*10.10h						Form of Non-Employee Director Restricted Stock Unit Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants made in 2019 and thereafter (Filed as Exhibit 10.10i to Linde plc's 2019 Annual Report on Form 10-K, Filing No. 1-38730, and incorporated herein by reference).

*10.10i						Form of Transferable Option Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants beginning in 2019 (Filed as Exhibit 10.11L to Linde plc’s 2018 Annual Report on Form 10-K, Filing No. 1-38730, and incorporated herein by reference).

*10.10j						Form of Restricted Stock Unit Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants beginning in 2019 (Filed as Exhibit 10.11M to Linde plc’s 2018 Annual Report on Form 10-K, Filing No. 1-38730, and incorporated herein by reference).

*10.10k						Form of Performance Share Unit Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants beginning in 2019 with Return on Capital performance metrics (Filed as Exhibit 10.11N to Linde plc’s 2018 Annual Report on Form 10-K, Filing No. 1-38730, and incorporated herein by reference).

*10.10l						Form of Performance Share Unit Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants beginning in 2019 with Total Shareholder Return performance metrics (Filed as Exhibit 10.11O to Linde plc’s 2018 Annual Report on Form 10-K, Filing No. 1-38730, and incorporated herein by reference).

*10.11						Pension Agreement among Linde AG, Linde Holding GmbH and Mr. Sanjiv Lamba, dated December 20, 2019 (Filed as Exhibit 10.13a to Linde plc's 2019 Annual Report on Form 10-K, Filing No. 1-38730, and incorporated herein by reference).

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10.12						Offer Letter between Linde plc and Sanjiv Lamba dated November 12, 2021 (Filed as Exhibit 10.1 to Linde plc’s current report on Form 8-K dated November 18, 2021, File No. 1-38730, and incorporated herein by reference).

10.13						Nondisclosure, Nonsolicitation and Noncompetition Agreement between Linde Inc. and Sanjiv Lamba dated as of November 7, 2021 (Filed as Exhibit 10.2 to Linde plc’s current report on Form 8-K dated November 18, 2021, File No. 1-38730, and incorporated herein by reference).

*10.14						Form of Linde plc Director Indemnification Agreement (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 31, 2018, File No. 333-218485, and incorporated herein by reference).

21.01						Subsidiaries of Linde plc

23.01						Consent of Independent Registered Public Accounting Firm.


31.01						Rule 13a-14(a) Certification

31.02						Rule 13a-14(a) Certification

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 Act).

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 Act).

97.1						Linde plc Executive Clawback Policy adopted by the Board of Directors of Linde plc on October 23, 2023.

101.INS						XBRL Instance Document: The XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH						XBRL Taxonomy Extension Schema

101.CAL						XBRL Taxonomy Extension Calculation Linkbase

101.LAB						XBRL Taxonomy Extension Label Linkbase

101.PRE						XBRL Taxonomy Extension Presentation Linkbase

101.DEF						XBRL Taxonomy Extension Definition Linkbase

Copies of exhibits incorporated by reference can be obtained from the SEC and are located in SEC File No. 1-11037.


*			Indicates a management contract or compensatory plan or arrangement.
**			Certain schedules or similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplemental copies of any of the omitted schedules or attachments upon request by the SEC.

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ITEM 16. FORM 10-K SUMMARY

None.

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SIGNATURES

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.

Linde plc

(Registrant)

Date: February 28, 2024

By:

/s/ KELCEY E. HOYT

Kelcey E. Hoyt

Chief Accounting Officer

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, 2024.

/s/ STEPHEN F. ANGEL

/s/ SANJIV LAMBA

/s/ MATTHEW J. WHITE

Stephen F. Angel

Chairman

Sanjiv Lamba

Chief Executive Officer and Director

Matthew J. White

Chief Financial Officer

/s/ PROF. DDR. ANN-KRISTIN ACHLIETNER

/s/ ROBERT L. WOOD

/s/ DR. THOMAS ENDERS

Ann-Kristin Achleitner

Director

Robert L. Wood

Director

Thomas Enders

Director

/s/ JOSEF KAESER

/s/ DR. VICTORIA OSSADNIK

/s/ ALBERTO WEISSER

Josef Kaeser

Director

Victoria Ossadnik

Director

Alberto Weisser

Director

/s/ PROF. DR. MARTIN H. RICHENHAGEN

/s/ HUGH GRANT

Martin Richenhagen

Director

Hugh Grant

Director

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LINDE PLC - Annual Report: 2023 (Form 10-K)

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