LindeplcNYSE_LIN_202310-K.pdf

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1、Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549_ FORM 10-K_ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGEACT OF 1934For the fiscal year ended December 31,2023ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIESEXCHANGE AC

2、T OF 1934For the transition period from toCommission file number 001-38730LINDE PLC(Exact name of registrant as specified in its charter)Ireland98-1448883(State or other jurisdiction of incorporation)(I.R.S.Employer Identification No.)10 Riverview Drive,ForgeDanbury,Connecticut43 Church Street WestU

3、nited States 06810Woking,Surrey GU21 6HTUnited Kingdom(Address of principal executive offices)(Zip Code)(203)837-2000+44 14 83 242200(Registrants telephone number,including area code)Securities registered pursuant to Section 12(b)of the Act:Title of each class:Trading Symbol(s)Name of each exchange

4、on which registered:Ordinary shares(0.001 nominal value per share)LINNASDAQSecurities registered pursuant to Section 12(g)of the Act:None_ Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No Indicate by check mark if the regist

5、rant is not required to file reports pursuant to Section 13 or Section 15(d)of the Act.Yes No Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 duringthe preceding 12 months(or for such shorter peri

6、od that the registrant was required to file such reports),and(2)has been subject to such filing requirements for the past90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405of Re

7、gulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit suchfiles).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting comp

8、any,or emerginggrowth company.See the definitions of large accelerated filer,accelerated filer,smaller reporting company,and emerging growth company in Rule 12b-2 of theExchange Act.Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If a

9、n emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a

10、 report on and attestation to its managements assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report.Yes No If securities are regis

11、tered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements the registrant included in the filing reflectthe correction of an error to previously issued financial statements.Indicate by check mark whether any of those error corrections are restatements that requ

12、ired a recovery analysis of incentive-based compensation received by any of theregistrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Act).Yes No 2025/1/18 07:19lin-2

13、0231231https:/www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lin-20231231.htm1/124The aggregate market value of the voting and non-voting common stock held by non-affiliates as of June 30,2023,was approximately$186 billion(based on theclosing sale price of the stock on that date as repor

14、ted on the New York Stock Exchange).NYSE was the exchange on which Lindes stock was listed before it delistedfrom the NYSE and became listed on the Nasdaq Stock Market as of November 7,2023.At January 31,2024,481,576,472 ordinary shares of 0.001 nominal value per share of the Registrant were outstan

15、ding.Documents incorporated by reference:Portions of the Proxy Statement of Linde plc for its 2024 Annual General Meeting of Shareholders,to be filed with the Securities and Exchange Commissionwithin 120 days after the end of the companys fiscal year,are incorporated in Part III of this report.2025/

16、1/18 07:19lin-20231231https:/www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lin-20231231.htm2/124Table of ContentsLINDE PLCANNUAL REPORT ON FORM 10-KFor the fiscal year ended December 31,2023TABLE OF CONTENTS PagePart IItem 1:Business4Item 1A:Risk Factors9Item 1B:Unresolved Staff Comment

17、s15Item 1C:Cybersecurity15Item 2:Properties15Item 3:Legal Proceedings16Item 4:Mine Safety Disclosures16Part IIItem 5:Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchasesof Equity Securities17Item 6:Reserved18Item 7:Managements Discussion and Analysis of Financial Con

18、dition and Results of Operations19Item 7A:Quantitative and Qualitative Disclosures About Market Risk46Item 8:Financial Statements and Supplementary Data47Item 9:Changes in and Disagreements with Accountants on Accounting and Financial Disclosure103Item 9A:Controls and Procedures103Item 9B:Other Info

19、rmation103Item 9C:Disclosure Regarding Foreign Jurisdictions that Prevent Inspections103Part IIIItem 10:Directors,Executive Officers and Corporate Governance104Item 11:Executive Compensation104Item 12:Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters105Ite

20、m 13:Certain Relationships and Related Transactions and Director Independence105Item 14:Principal Accounting Fees and Services105Part IVItem 15:Exhibits and Financial Statement Schedules106Item 16:Form 10-K Summary112Signatures113 22025/1/18 07:19lin-20231231https:/www.sec.gov/Archives/edgar/data/17

21、07925/000162828024007424/lin-20231231.htm3/124Table of ContentsFORWARD-LOOKING STATEMENTSThis document contains“forward-looking statements”within the meaning of the Private Securities Litigation Reform Act of 1995.These forward-looking statements are identified by terms and phrases such as:anticipat

22、e,believe,intend,estimate,expect,continue,should,could,may,plan,project,predict,will,potential,forecast,and similar expressions.They are based onmanagements reasonable expectations and assumptions as of the date the statements are made but involve risks and uncertainties.These risks and uncertaintie

23、s include,without limitation:the performance of stock markets generally;developments in worldwideand national economies and other international events and circumstances,including trade conflicts and tariffs;changes in foreigncurrencies and in interest rates;the cost and availability of electric powe

24、r,natural gas and other raw materials;the ability to achieveprice increases to offset cost increases;catastrophic events including natural disasters,epidemics,pandemics such as COVID-19,and acts of war and terrorism;the ability to attract,hire,and retain qualified personnel;the impact of changes in

25、financialaccounting standards;the impact of changes in pension plan liabilities;the impact of tax,environmental,healthcare and otherlegislation and government regulation in jurisdictions in which the company operates;the cost and outcomes of investigations,litigation and regulatory proceedings;the i

26、mpact of potential unusual or non-recurring items;continued timely development andmarket acceptance of new products and applications;the impact of competitive products and pricing;future financial and operatingperformance of major customers and industries served;the impact of information technology

27、system failures,network disruptionsand breaches in data security;and the effectiveness and speed of integrating new acquisitions into the business.These risks anduncertainties may cause future results or circumstances to differ materially from adjusted projections,estimates or other forward-looking

28、statements.Linde plc assumes no obligation to update or provide revisions to any forward-looking statement in response to changingcircumstances.The above listed risks and uncertainties are further described in Item 1A(Risk Factors)in this report,which shouldbe reviewed carefully.Please consider Lind

29、e plcs forward-looking statements in light of those risks.32025/1/18 07:19lin-20231231https:/www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lin-20231231.htm4/124Table of ContentsLinde plc and SubsidiariesPART IITEM 1.BUSINESSGeneralLinde plc is a public limited company formed under the l

30、aws of Ireland with its principal offices in the United Kingdom and UnitedStates.Linde is the largest industrial gas company worldwide and is a major technological innovator in the industrial gasesindustry.Its primary products in its industrial gases business are atmospheric gases(oxygen,nitrogen,ar

31、gon,and rare gases)andprocess gases(carbon dioxide,helium,hydrogen,electronic gases,specialty gases,and acetylene etc).The company also designsand builds equipment that produces industrial gases and offers customers a wide range of gas production and processing servicessuch as olefin plants,natural

32、gas plants,air separation plants,hydrogen and synthesis gas plants and other types of plants.Linde serves a diverse group of industries including healthcare,chemicals and energy,manufacturing,metals and mining,food andbeverage,and electronics.Lindes sales were$32,854 million,$33,364 million,and$30,7

33、93 million for 2023,2022,and 2021,respectively.Refer to Item 7,Managements Discussion and Analysis,for a discussion of consolidated sales and Note 18 to the consolidated financial statementsfor additional information related to Lindes reportable segments.Industrial Gases Products and Manufacturing P

34、rocessesAtmospheric gases are the highest volume products produced by Linde.Using air as its raw material,Linde produces oxygen,nitrogen and argon through several air separation processes of which cryogenic air separation is the most prevalent.Rare gases,such as krypton,neon and xenon,are also produ

35、ced through cryogenic air separation.As a pioneer in the industrial gases industry,Linde is a leader in developing a wide range of proprietary and patented applications and supply systems technology.Linde also ledthe development and commercialization of non-cryogenic air separation technologies for

36、the production of industrial gases.Thesetechnologies open important new markets and optimize production capacity for the company by lowering the cost of supplyingindustrial gases.These technologies include proprietary vacuum pressure swing adsorption(“VPSA”)and membrane separation toproduce gaseous

37、oxygen and nitrogen,respectively.Process gases,including carbon dioxide,hydrogen,helium,specialty gases and acetylene are produced by methods other than airseparation.Hydrogen is produced from a range of feedstocks using an array of different technologies.Despite hydrogen being an invisiblemolecule,

38、colors are often used to designate and differentiate between the production processes used to produce the molecule.Themajority of hydrogen currently produced by Linde is what is termed gray hydrogen and is derived from natural gas or methane,using steam methane reformation technology.Linde has multi

39、ple technologies to produce blue and green hydrogen,which are bothconsidered types of clean energy.Blue hydrogen is produced by capturing the carbon emissions from the hydrogen plant and eitherutilizing them in a way that stops them from being emitted or sequestering them in the subsurface for the l

40、ong term.Greenhydrogen is produced by electrolysis using renewable energy or from the steam methane reforming of biomethane.Low carbonintensity,high-purity hydrogen is also produced by purifying and recovering by-product hydrogen sources from the chemical andpetrochemical industries.Carbon monoxide

41、can be produced by either steam methane reforming or auto-thermal reforming of natural gas or other feedstreams such as naphtha.Most carbon dioxide is purchased from by-product sources,including chemical plants,refineries andindustrial processes or is recovered from carbon dioxide wells.Carbon dioxi

42、de is processed in Lindes plants to producecommercial and food-grade carbon dioxide.Helium is sourced from certain helium-rich natural gas streams in the United States,with additional supplies being acquired from outside the United States.Acetylene is primarily sourced as a chemical by-product,but m

43、ay also be produced from calcium carbide and water.Industrial Gases DistributionThere are three basic distribution methods for industrial gases:(i)on-site or tonnage;(ii)merchant or bulk liquid;and(iii)packaged or cylinder gases.These distribution methods are often integrated,with products from all

44、three supply modes comingfrom the same plant.The method of supply is generally determined by the lowest cost means of meeting the customers needs,depending upon factors such as volume requirements,purity,pattern of usage,and the form in which the product is used(as a gasor as a cryogenic liquid).On-

45、site.Customers that require the largest volumes of product(typically oxygen,nitrogen and hydrogen)and that have a relativelyconstant demand pattern are supplied by cryogenic and process gas on-site plants.Linde constructs plants on or42025/1/18 07:19lin-20231231https:/www.sec.gov/Archives/edgar/data

46、/1707925/000162828024007424/lin-20231231.htm5/124Table of Contentsadjacent to these customers sites and supplies the product directly to customers by pipeline.On-site product supply contractsgenerally are total requirement contracts with terms typically ranging from 10-20 years and containing minimu

47、m purchaserequirements and price escalation provisions.Many of the cryogenic on-site plants also produce liquid products for the merchantmarket.Therefore,plants are typically not dedicated to a single customer.Advanced air separation processes allow on-site deliveryto customers with smaller volume r

48、equirements.Merchant.The merchant business is generally associated with distributable liquid oxygen,nitrogen,argon,carbon dioxide,hydrogen and helium.The deliveries generally are made from Lindes plants by tanker trucks to storage containers at thecustomers site which are usually owned and maintaine

49、d by Linde and leased to the customer.Due to distribution cost,merchantoxygen and nitrogen generally have a relatively small distribution radius from the plants at which they are produced.Merchantargon,hydrogen and helium can be shipped much longer distances.The customer agreements used in the merch

50、ant business areusually three to seven-year requirement contracts.Packaged Gases.Customers requiring small volumes are supplied products in metal containers called cylinders,under medium tohigh pressure.Packaged gases include atmospheric gases,carbon dioxide,hydrogen,helium,acetylene and related pro

51、ducts.Lindealso produces and distributes in cylinders a wide range of specialty gases and mixtures.Cylinders may be delivered to thecustomers site or picked up by the customer at a packaging facility or retail store.Packaged gases are generally sold under one tothree-year supply contracts and throug

52、h purchase orders.EngineeringLindes Engineering business has a global presence,with its focus on market segments such as air separation,hydrogen,synthesis,olefin and natural gas plants.The company utilizes its extensive process engineering know-how in the planning,design andconstruction of highly ef

53、ficient plants for the production and processing of gases.With its state-of-the-art sustainable technologiesEngineering also helps customers avoid,capture and utilize CO2 emissions.Its technology portfolio covers the entire value chainfor production,liquefaction,storage,distribution and application

54、of hydrogen which supports the transition to clean energy.Itsdigital services and solutions increase plant efficiency and performance.Lindes plants are used in a wide variety of fields:in the petrochemical and chemical industries,in refineries and fertilizer plants,torecover air gases,to produce syn

55、thesis gases,to treat natural gas and to produce noble gases.The Engineering business eithersupplies plant components directly to the customer or to the industrial gas business of Linde which operates the plants under along-term gases supply contract.Inventories Linde carries inventories of merchant

56、 and cylinder gases and hardgoods to supply products to its customers on areasonable delivery schedule.On-site plants and pipeline complexes have limited inventory.Inventory obsolescence is not materialto Lindes business.Customers Linde is not dependent upon a single customer or a few customers.Inte

57、rnational Linde is a global enterprise with approximately 68%of its 2023 sales outside of the United States.The companyalso has majority or wholly owned subsidiaries that operate in approximately 45 European,Middle Eastern and African countries(including Germany,the United Kingdom(U.K.),France,Swede

58、n,and the Republic of South Africa);approximately 20 Asian andSouth Pacific countries(including China,Australia,India,South Korea and Thailand);and approximately 20 countries in Northand South America(including Canada,Mexico and Brazil).The company also has equity method investments operating in Eur

59、ope,Asia,and the Middle East.Lindes non-U.S.business is subject to risks customarily encountered in non-U.S.operations,including fluctuations in foreigncurrency exchange rates,import and export controls,and other economic,political and regulatory policies of local governments.Also,see Item 1A.“Risk

60、Factors”and Item 7A.“Quantitative and Qualitative Disclosures About Market Risk.”Seasonality Lindes business is generally not subject to seasonal fluctuations to any significant extent.Research and Development Lindes research and development is directed toward development of gas processing,separatio

61、n andliquefaction technologies,and clean energy technologies;improving distribution of industrial gases and the development of newmarkets and applications for these gases.This results in the development of new advanced air separation,hydrogen,synthesis gas,natural gas,adsorption and chemical process

62、 technologies;novel clean energy and carbon management solutions;as well as thefrequent introduction of new industrial gas applications.Research and development is primarily conducted in Pullach,Germany,Tonawanda,New York,Burr Ridge,Illinois and Shanghai,China.52025/1/18 07:19lin-20231231https:/www.

63、sec.gov/Archives/edgar/data/1707925/000162828024007424/lin-20231231.htm6/1242025/1/18 07:19lin-20231231https:/www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lin-20231231.htm7/124Table of ContentsPatents and Trademarks Linde owns or licenses a large number of patents that relate to a wide

64、 variety of products andprocesses.Lindes patents expire at various times over the next 20 years.While these patents and licenses are considered importantto its individual businesses,Linde does not consider its business as a whole to be materially dependent upon any one particularpatent,or patent lic

65、ense,or family of patents.Linde also owns a large number of trademarks,of which the Linde trademark is themost significant.Raw Materials and Energy Costs Energy is the single largest cost item in the production and distribution of industrial gases.Most of Lindes energy requirements are in the form o

66、f electricity,natural gas and diesel fuel for distribution.The companymitigates electricity,natural gas,and hydrocarbon price fluctuations contractually through pricing formulas,surcharges,cost passthrough and tolling arrangements.The supply of energy has not typically been a significant issue in th

67、e geographic areas where the company conducts business.However,energy availability and price is unpredictable and may pose future risks.For carbon dioxide,carbon monoxide,helium,hydrogen and specialty gases,raw materials are largely purchased from outsidesources.Linde has contracts or commitments fo

68、r,or readily available sources of,most of these raw materials;however,their long-term availability and prices are subject to market conditions.Competition Linde participates in highly competitive markets in industrial gases and engineering,which are characterized by amixture of local,regional and gl

69、obal players,all of which exert competitive pressure on the parties.In locations where Linde haspipeline networks,which enable the company to provide reliable and economic supply of products to larger customers,Lindederives a competitive advantage.Competitors in the industrial gases industry include

70、 global and regional companies such as LAir Liquide S.A.,Air Products andChemicals,Inc.,Messer Group GmbH,Mitsubishi Chemical Holdings Corporation(through Taiyo Nippon Sanso Corporation)aswell as an extensive number of small to medium size independent industrial gas companies which compete locally a

71、s producers ordistributors.In addition,a significant portion of the international gases market relates to customer-owned plants.Employees The company sources talent from an ever-changing and competitive environment.The ability to source and retainqualified and committed employees is a prerequisite f

72、or the companys success,and represents a general risk for Linde.The Board of Directors(Board)has established a strategic business objective to maintain world-class standards in talentmanagement.Executive variable compensation is assessed annually based on performance in financial measures as well as

73、 inseveral strategic non-financial areas,including talent management.The Human Capital Committee assists the Board in its oversightof Lindes compensation policies and programs,particularly in regard to reviewing executive compensation for Lindes executiveofficers.The Human Capital Committee also ann

74、ually reviews the companys management development and succession programs,diversity policies and objectives,and the associated programs to achieve those objectives.The global head of Human Resourcesreports to the Chief Executive Officer(CEO).A global leader of Diversity,Equity and Inclusion reports

75、to the head of HumanResources.Linde has aligned diversity and inclusion with its business strategies and implemented diversity action planning into businessprocess and performance management.Diversity,equity and inclusion are line management responsibilities and Linde seekscompetitive advantage thro

76、ugh proactive management of its talent pipeline and recruiting processes.Linde provides equalemployment opportunity,and recruits,hires,promotes and compensates people based solely on their performance and ability.Employees receive a competitive salary and variable compensation components based on pe

77、rformance and job level.Linde hascollective bargaining agreements with unions at numerous locations throughout the world.Additional benefits are offered such asoccupational pensions and contributions towards health insurance or medical screening,reflecting regional conditions and localcompetition.Se

78、nior managers participate directly in the companys growth in value through the Long Term Incentive Plan of Lindeplc.In addition,annually managers have the ability to grant leadership awards under the Long Term Incentive Plan to certaineligible employees.From time to time,Linde may introduce special

79、compensation schemes to recognize or reward specificindividuals such as the one implemented in 2020 for global front-line employees.Linde also invests in professional development ofits employees through formal and on-the-job training.As of December 31,2023,Linde had 66,323 employees worldwide compri

80、sed of approximately 28 percent women and 72 percentmen.The total professional workforce is comprised of approximately 29 percent women and 71 percent men.62025/1/18 07:19lin-20231231https:/www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lin-20231231.htm8/124Table of ContentsEnvironment I

81、nformation required by this item is incorporated herein by reference to the section captioned“ManagementsDiscussion and Analysis Environmental Matters”in Item 7 of this 10-K.Available Information The company makes its periodic and current reports available,free of charge,on or through its website,as

82、 soon as practicable after such material is electronically filed with,or furnished to,the Securities and ExchangeCommission(SEC).Investors may also access from the company website other investor information such as press releases andpresentations.Information on the companys website is not incorporat

83、ed by reference herein.In addition,the public may read andcopy any materials filed with the SEC free of charge at the SECs website,www.sec.gov,that contains reports,proxy informationstatements and other information regarding issuers that file electronically.Executive Officers The following Executive

84、 Officers have been elected by the Board of Directors and serve at the pleasure ofthe Board.It is expected that the Board will elect officers annually following each annual meeting of shareholders.Sanjiv Lamba,59,was appointed Chief Executive Officer of Linde effective March 1,2022.Prior to being ap

85、pointed CEO,he wasChief Operating Officer starting in January 2021 and after serving as Executive Vice President,APAC,beginning in October 2018.Previously,Mr.Lamba was appointed a Member of the Executive Board of Linde AG in 2011,responsible for the Asia,Pacificsegment of the Gases Division,for Glob

86、al Gases Businesses Helium&Rare Gases,Electronics as well as Asia Joint VentureManagement.Mr.Lamba started his career 1989 with BOC India in Finance where he progressed to become Director of Financebefore being appointed as Managing Director for BOCs Indias business in 2001.Throughout his years with

87、 BOC/Linde,heworked in various roles across a number of different geographies including Germany,the U.K.,Singapore and India.Guillermo Bichara,49,is Executive Vice President and Chief Legal Officer.He previously served as Praxairs Vice President andGeneral Counsel.Mr.Bichara joined the company in 20

88、06,first as Director of Legal Affairs at Praxair Mexico before beingpromoted to Vice President and General Counsel of Praxair Asia.He subsequently had responsibility for Europe,Mexico andcorporate transactions before being promoted to Associate General Counsel and Assistant Secretary.Mr.Bichara prev

89、iously heldroles at Cemex and various global law firms.Sean Durbin,53,became Executive Vice President,North America effective September 1,2023.Previously,he served as ExecutiveVice President,EMEA from April 2021 to September 2023 and Senior Vice President,Global Functions from July 2020.Durbinjoined

90、 Praxair,Inc.in 1993 and served in various roles across operations,engineering,project management,business developmentand sales.In recent years,he has held leadership positions including Business President,Region Europe South from 2019 to 2020,and President,Praxair Canada Inc.from 2013 to 2019.Kelce

91、y E.Hoyt,54,became the Chief Accounting Officer of Linde in October 2018.Prior to this,she served as Vice President andController of Praxair,Inc.beginning in August 2016.Prior to becoming Controller,she served as Praxairs Director of InvestorRelations since 2010.She joined Praxair in 2002 and served

92、 as Director of Corporate Accounting and SEC Reporting through2008,and later served as Controller for various divisions within Praxairs North American Industrial Gas business.Previously,shewas in audit at KPMG,LLP.Juergen Nowicki,60,was appointed Executive Vice President and CEO,Linde Engineering in

93、 April 2020.Prior to this,he wasSenior Vice President,Commercial,Linde Engineering.Mr.Nowicki joined Linde in 1991 as an Internal Auditor and held variouspositions in Finance and Controlling.In 2002,he was appointed CFO Linde Gas North America,USA,and was named Head ofFinance and Control for The Lin

94、de Group in 2006.Nowicki assumed the role of Managing Director,Linde Engineering in 2011.John Panikar,56,was appointed Executive Vice President,APAC of Linde effective in January 2021.Previously,he served asPresident UK&Africa of Linde since October 2018.From 2014 to 2018,Mr.Panikar was President of

95、 Praxair Asia.He began hiscareer with Praxair in 1991 as an Applications Engineer.Over the years,Mr.Panikar held increasingly responsible positionsincluding Manager of Site Services and Equipment,Business Development Director for Praxair Asia,Managing Director of PraxairIndia,VP,South Region,North A

96、merican Industrial Gases and President,Praxair Distribution,Inc.Oliver Pfann,55,was appointed Senior Vice President,EMEA effective September 1,2023.Since 1995,Oliver Pfann has served ina range of roles at Linde.He began his career in Product Development and then as Sales Manager in Romania.He transi

97、tioned toGlobal Key Accounts and was named General Manager of Linde Italy in 2004.Since 2007,Pfann led a72025/1/18 07:19lin-20231231https:/www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lin-20231231.htm9/124Table of Contentsregional cluster in Eastern Europe with an increasing number of

98、countries.In 2017,he was promoted to lead the Region UK,Ireland and Africa before assuming his assignment as Business President for Region Europe East in 2019.David P.Strauss,65,has been Executive Vice President and Chief Human Resources Officer since 2022.From 2018 to 2021,hewas Senior Vice Preside

99、nt and Chief Human Resources Officer.Mr.Strauss joined Linde in 1990 as an Applications Engineerbefore being promoted to lead the electronics materials business.From 2000 to 2013,he served as the General Manager for LindeAdvanced Material Technologies Inc.(formerly“Praxair Surface Technologies,Inc.”

100、).In 2013,he became Vice President ofSafety,Health and Environment before being named Chief Human Resources Officer of Praxair,Inc.,a position he held from 2016until 2018.Matthew J.White,51,became Executive Vice President and Chief Financial Officer of Linde in October 2018.He previouslyserved as th

101、e Senior Vice President and Chief Financial Officer of Praxair,Inc.since January 1,2014.Prior to this,Mr.White wasPresident of Praxair Canada from 2011 to 2013.He joined Praxair in 2004 as finance director for the companys largest businessunit,North American Industrial Gases.In 2008,he became Vice P

102、resident and Controller of Praxair,Inc.,then was named VicePresident and Treasurer in 2010.Before joining Praxair,White was Vice President,Finance,at Fisher Scientific and before that heheld various financial positions,including group controller,at GenTek,a manufacturing and performance chemicals co

103、mpany.82025/1/18 07:19lin-20231231https:/www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lin-20231231.htm10/124Table of ContentsITEM 1A.RISK FACTORSDue to the size and geographic reach of the companys operations,a wide range of factors,many of which are outside of thecompanys control,coul

104、d materially affect the companys future operations and financial performance.Management believes thefollowing risks may significantly impact the company:Weakening economic conditions in markets in which Linde does business may adversely impact its financial results and/or cashflows.Linde serves a di

105、verse group of industries across more than 80 countries,which generally leads to financial stability throughvarious business cycles.However,a broad decline in general economic or business conditions in the industries served by itscustomers could adversely affect the demand for Lindes products and im

106、pair the ability of its customers to satisfy their obligationsto Linde,resulting in uncollected receivables and/or unanticipated contract terminations or project delays.For example,globalpolitical and economic uncertainty could reduce investment activities of Lindes customers,which could adversely a

107、ffect Lindesbusiness.In addition,many of Lindes customers are in businesses that are cyclical in nature,such as the chemicals,metals and energyindustries.Downturns in these industries may adversely impact Linde during these cycles.Additionally,such conditions couldimpact the utilization of Lindes ma

108、nufacturing capacity which may require it to recognize impairment losses on tangible assetssuch as property,plant and equipment,as well as intangible assets such as goodwill,customer relationships or intellectual property.Increases in the cost of energy and raw materials and/or disruption in the sup

109、ply of these materials could result in lost sales orreduced profitability.Energy is the single largest cost item in the production and distribution of industrial gases.Most of Lindes energy requirements arein the form of electricity,natural gas and diesel fuel for distribution.Linde attempts to mini

110、mize the financial impact of variabilityin these costs through the management of customer contracts and reducing demand through operational productivity and energyefficiency.Large customer contracts typically have escalation and pass-through clauses to recover energy and feedstock costs.Suchattempts

111、 may not successfully mitigate cost variability,which could negatively impact Lindes financial condition or results ofoperations.The supply of energy has not been a significant issue in the geographic areas where Linde conducts business.However,regional energy conditions are unpredictable and may po

112、se future risk.For carbon dioxide,carbon monoxide,helium,hydrogen and specialty gases,raw materials are largely purchased from outsidesources.Where feasible,Linde sources several of these raw materials,including carbon dioxide,hydrogen and calcium carbide,aschemical or industrial byproducts.In addit

113、ion,Linde has contracts or commitments for,or readily available sources of,most ofthese raw materials;however,their long-term availability and prices are subject to market conditions.A disruption in supply ofsuch raw materials could impact Lindes ability to meet contractual supply commitments.Lindes

114、 international operations are subject to the risks of doing business abroad and international events and circumstancesmay adversely impact its business,financial condition or results of operations.Linde has substantial international operations which are subject to risks including devaluations in cur

115、rency exchange rates,transportation delays and interruptions,political and economic instability and disruptions,restrictions on the transfer of funds,tradeconflicts and the imposition of duties and tariffs,import and export controls,changes in governmental policies,labor unrest,possible nationalizat

116、ion and/or expropriation of assets,changes in U.S.and non-U.S.tax policies and compliance withgovernmental regulations.These events could have an adverse effect on the international operations of Linde in the future byreducing the demand for its products,decreasing the prices at which it can sell it

117、s products,reducing the revenue from internationaloperations or otherwise having an adverse effect on its business.Currency exchange rate fluctuations and other related risks may adversely affect Lindes results.Because a significant portion of Lindes revenue is denominated in currencies other than i

118、ts reporting currency,the U.S.dollar,changes in exchange rates will produce fluctuations in revenue,costs and earnings and may also affect the book value of assets andliabilities and related equity.Although the company from time to time utilizes foreign exchange92025/1/18 07:19lin-20231231https:/www

119、.sec.gov/Archives/edgar/data/1707925/000162828024007424/lin-20231231.htm11/124Table of Contentsforward contracts to hedge these exposures,its efforts to minimize currency exposure through such hedging transactions may notbe successful depending on market and business conditions.As a result,fluctuati

120、ons in foreign currency exchange rates couldadversely affect Lindes financial condition,results of operations or cash flows.Macroeconomic factors may impact Lindes ability to obtain financing or increase the cost of obtaining financing which mayadversely impact Lindes financial results and/or cash f

121、lows.Volatility and disruption in the U.S.,European and global credit and equity markets,from time to time,could make it more difficultfor Linde to obtain financing for its operations and/or could increase the cost of obtaining financing.In addition,Lindes borrowingcosts can be affected by short-and

122、 long-term debt ratings assigned by independent rating agencies which are based,in significantpart,on its performance as measured by certain criteria such as interest coverage and leverage ratios.A decrease in these debtratings could increase the cost of borrowing or make it more difficult to obtain

123、 financing.An impairment of goodwill or intangible assets could negatively impact the companys financial results.As of December 31,2023,the net carrying value of goodwill and other indefinite-lived intangible assets was$27 billion and$2billion,respectively,primarily as a result of the business combi

124、nation and the related acquisition method of accounting applied toLinde AG.In accordance with generally accepted accounting principles,the company periodically assesses these assets todetermine if they are impaired.Significant negative industry or economic trends,disruptions to business,unexpected s

125、ignificantchanges or planned changes in use of the assets,divestitures and sustained market capitalization declines may result in recognitionof impairments to goodwill or other indefinite-lived assets.Any charges relating to such impairments could have a material adverseimpact on Lindes results of o

126、perations in the periods recognized.Catastrophic events could disrupt the operations of Linde and/or its customers and suppliers and may have a significant adverseimpact on the results of operations.The occurrence of catastrophic events or natural disasters such as extreme weather,including hurrican

127、es and floods;healthepidemics;pandemics,such as COVID-19;and acts of war or terrorism,could disrupt or delay Lindes ability to produce anddistribute its products to customers and could potentially expose Linde to third-party liability claims.In addition,such events couldimpact Lindes customers and s

128、uppliers resulting in temporary or long-term outages and/or the limitation of supply of energy andother raw materials used in normal business operations.Linde evaluates the direct and indirect business risks,consults withvendors,insurance providers and industry experts,makes investments in suitably

129、resilient design and technology,and conductsregular reviews of the business risks with management.Despite these steps,however,these situations are outside Lindes controland may have a significant adverse impact on its financial results.The inability to attract and retain qualified personnel may adve

130、rsely impact Lindes business.If Linde fails to attract,hire and retain qualified personnel,it may not be able to develop,market or sell its products or successfullymanage its business.Linde is dependent upon a highly skilled,experienced and efficient workforce to be successful.Much ofLindes competit

131、ive advantage is based on the expertise and experience of key personnel regarding marketing,technology,manufacturing and distribution infrastructure,systems and products.The inability to attract and hire qualified individuals or theloss of key employees in very skilled areas could have a negative ef

132、fect on Lindes financial results.If Linde fails to keep pace with technological advances in the industry or if new technology initiatives do not becomecommercially accepted,customers may not continue to buy Lindes products and results of operations could be adverselyaffected.Lindes research and deve

133、lopment is directed toward developing new and improved methods for the production and distribution ofindustrial gases,the design and construction of plants and toward developing new markets and applications for the use of industrialand process gases.This results in the introduction of new applicatio

134、ns and the development of new advanced process technologies.As a result of these efforts,Linde develops new and proprietary technologies and employs necessary measures to protect suchtechnologies within the global geographies in which Linde operates.These technologies help Linde to create a competit

135、iveadvantage and to provide a platform to grow its business.If Lindes research and102025/1/18 07:19lin-20231231https:/www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lin-20231231.htm12/124Table of Contentsdevelopment activities do not keep pace with competitors or if Linde does not create

136、 new technologies that benefit customers,future results of operations could be adversely affected.Risks related to pension benefit plans may adversely impact Lindes results of operations and cash flows.Pension benefits represent significant financial obligations that will be ultimately settled in th

137、e future with employees who meeteligibility requirements.Because of the uncertainties involved in estimating the timing and amount of future payments and assetreturns,significant estimates are required to calculate pension expense and liabilities related to Lindes plans.Linde utilizes theservices of

138、 independent actuaries,whose models are used to facilitate these calculations.Several key assumptions are used in theactuarial models to calculate pension expense and liability amounts recorded in the consolidated financial statements.In particular,significant changes in actual investment returns on

139、 pension assets,discount rates,or legislative or regulatory changes could impactfuture results of operations and required pension contributions.Operational risks may adversely impact Lindes business or results of operations.Lindes operating results are dependent on the continued operation of its pro

140、duction facilities and its ability to meet customercontract requirements and other needs.Insufficient or excess capacity threatens Lindes ability to generate competitive profitmargins and may expose Linde to liabilities related to contract commitments.Operating results are also dependent on Lindesab

141、ility to complete new construction projects on time,on budget and in accordance with performance requirements.Failure to doso may expose Lindes business to loss of revenue,potential litigation and loss of business reputation.Also inherent in the management of Lindes production facilities and deliver

142、y systems,including storage,vehicle transportationand pipelines,are operational risks that require continuous training,oversight and control.Material operating failures at production,storage facilities or pipelines,including fire,toxic release and explosions,or the occurrence of vehicle transportati

143、on accidentscould result in loss of life,damage to the environment,loss of production and/or extensive property damage,all of which maynegatively impact Lindes financial results.Linde may be subject to information technology system failures,network disruptions and breaches in data security.Linde rel

144、ies on information technology systems and networks for business and operational activities,and also stores and processessensitive business and proprietary information in these systems and networks.These systems are susceptible to outages due to fire,flood,power loss,telecommunications failures,virus

145、es,break-ins and similar events,or breaches of security.Linde has taken steps to address these risks and concerns by implementing advanced security technologies,internal controls,network and data center resiliency and recovery processes.Despite these steps,however,our information technology systems

146、havein the past been and in the future will likely be subject to increasingly sophisticated cyber attacks.Operational failures and breachesof security from such attempts could lead to the loss or disclosure of confidential information or personal data belonging to Lindeor our employees and customers

147、 or suppliers.These failures and breaches could result in business interruption or malfunction andlead to legal or regulatory actions that could result in a material adverse impact on Lindes operations,reputation and financialresults.To date,such attempts have not had any significant impact on Linde

148、s operations or financial results.The inability to effectively integrate acquisitions or collaborate with joint venture partners could adversely impact Lindesfinancial position and results of operations.Linde has evaluated and expects to continue to evaluate,a wide array of potential strategic acqui

149、sitions and joint ventures.Many ofthese transactions,if consummated,could be material to its financial condition and results of operations.In addition,the process ofintegrating an acquired company,business or group of assets may create unforeseen operating difficulties and expenditures.Although hist

150、orically Linde has been successful with its acquisition strategy and execution,the areas where Linde may face risksinclude:the need to implement or remediate controls,procedures and policies appropriate for a larger public company atcompanies that prior to the acquisition lacked these controls,proce

151、dures and policies;diversion of management time and focus from operating existing business to acquisition integration challenges;112025/1/18 07:19lin-20231231https:/www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lin-20231231.htm13/124Table of Contentscultural challenges associated with i

152、ntegrating employees from the acquired company into the existing organization;the need to integrate each companys accounting,management information,human resources and other administrativesystems to permit effective management;difficulty with the assimilation of acquired operations and products;fail

153、ure to achieve targeted synergies and cost reductions;andinability to retain key employees and business relationships of acquired companies.Foreign acquisitions and joint ventures involve unique risks in addition to those mentioned herein,including those related tointegration of operations across di

154、fferent cultures and languages,currency risks and the particular economic,political andregulatory risks associated with specific countries.Also,the anticipated benefit of potential future acquisitions may not materialize.Future acquisitions or dispositions could result inthe incurrence of debt,conti

155、ngent liabilities or amortization expenses,or impairments of goodwill,any of which could adverselyimpact Lindes financial results.Linde is subject to a variety of international laws and government regulations and changes in,or failure to comply with,theselaws or regulations could have an adverse imp

156、act on the companys business,financial position and results of operations.Linde is subject to regulations in the following areas,among others:environmental protection,including climate change and energy efficiency laws and policies;U.S.and non-U.S.tax laws and currency controls;safety;securities law

157、s applicable in the United States,the European Union,and other jurisdictions;trade and import/export restrictions,as well as economic sanctions laws;antitrust matters;data protection;global anti-bribery laws,including the U.S.Foreign Corrupt Practices Act;andhealthcare regulations.Changes in these o

158、r other regulatory areas may impact Lindes profitability and may give rise to new or increased compliance risks:it may become more complex and costly to ensure compliance,and the level of sanctions in the event of non-compliance may rise.Noncompliance with such laws and regulations could result in p

159、enalties or sanctions,cancellation of marketing rights orrestrictions on participation in,or even exclusion from,public tender proceedings,all of which could have a material adverseimpact on Lindes financial results and/or reputation.Such changes may also restrict Lindes ability to compete effective

160、ly in the marketplace.Changes to regulations in the areas ofenvironmental protection and climate change,for example,may impact customer and competitor behavior driving structuralchanges in key end markets.While Linde will work to mitigate these risks through the pursuit of strategic alliances and in

161、vestmentin applications technologies to capture new growth areas,given the uncertainty about the type and scope of new regulations,it isdifficult to predict how such changes and their impact on market behavior will ultimately impact Lindes business.However,suchchanges could have a material adverse i

162、mpact on Lindes results of operations.Doing business globally requires Linde to comply with anti-corruption,trade,compliance and economic sanctions and similar laws,and to implement policies and procedures designed to ensure that its employees and other intermediaries comply with theapplicable restr

163、ictions.These restrictions include prohibitions on the sale or supply of certain products,services and any othereconomic resources to embargoed or sanctioned countries,governments,persons and entities.Compliance with these restrictionsrequires,among other things,screening of business partners.Despit

164、e its commitment to legal compliance and corporate ethics,thecompany cannot ensure that its policies and procedures will always protect it from intentional,reckless or negligent acts committedby employees or agents under the applicable laws.If Linde fails to comply with laws governing the conduct of

165、 internationaloperations,Linde may be subject to criminal and civil penalties and other remedial measures,which could materially adverselyaffect its reputation,business and results of operations.122025/1/18 07:19lin-20231231https:/www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lin-202312

166、31.htm14/124Table of ContentsThe outcome of litigation or governmental investigations may adversely impact the companys business or results of operations.Lindes subsidiaries are party to various lawsuits and governmental investigations arising in the ordinary course of business.Adverse outcomes in s

167、ome or all of the claims pending may result in significant monetary damages or injunctive relief that couldadversely affect Lindes ability to conduct business.Linde and its subsidiaries may in the future become subject to further claimsand litigation,which is impossible to predict.The litigation and

168、 other claims Linde faces are subject to inherent uncertainties.Legalor regulatory judgments or agreed settlements might give rise to expenses which are not covered,or are not fully covered,byinsurance benefits and may also lead to negative publicity and reputational damage.An unfavorable outcome or

169、 determinationcould cause a material adverse impact on the companys results of operations.Potential product defects or inadequate customer care may adversely impact Lindes business or results of operations.Risks associated with products and services may result in potential liability claims,the loss

170、of customers or damage to Lindesreputation.Principal possible causes of risks associated with products and services are product defects or an inadequate level ofcustomer care when Linde is providing services.Linde is exposed to legal risks relating to product liability in the countries where it oper

171、ates,including countries such as the UnitedStates,where legal risks(in particular through class actions)have historically been more significant than in other countries.Theoutcome of any pending or future products and services proceedings or investigations cannot be predicted and legal or regulatoryj

172、udgments or agreed settlements may give rise to significant losses,costs and expenses.The manufacturing and sale of products as well as the construction and sale of plants by Linde may give rise to risks associatedwith the production,filling,storage,handling and transport of raw materials,goods or w

173、aste.Industrial gases are potentiallyhazardous substances and medical gases and the related healthcare services must comply with the relevant specifications in order tonot adversely affect the health of patients treated with them.Lindes products and services,if defective or not handled or performed

174、appropriately,may lead to personal injuries,businessinterruptions,environmental damages or other significant damages,which may result,among other consequences,in liability,losses,monetary penalties or compensation payments,environmental clean-up costs or other costs and expenses,exclusion fromcertai

175、n market sectors deemed important for future development of the business and loss of reputation.All these consequencescould have a material adverse effect on Lindes business and results of operations.U.S.civil liabilities may not be enforceable against Linde.Linde is organized under the laws of Irel

176、and and substantial portions of its assets are located outside of the United States.Inaddition,certain directors and officers of Linde and its subsidiaries reside outside the United States.As a result,it may be difficultfor investors to effect service of process within the United States upon Linde o

177、r such persons,or to enforce outside the UnitedStates judgments obtained against such persons in U.S.courts in any action,including actions predicated upon the civil liabilityprovisions of the U.S.federal securities laws.In addition,it may be difficult for investors to enforce,in original actions br

178、ought incourts in jurisdictions located outside the United States,rights predicated upon the U.S.federal securities laws.A judgment for the payment of money rendered by a court in the United States based on civil liability would not be automaticallyenforceable in Ireland.There is no treaty between I

179、reland and the United States providing for the reciprocal enforcement of foreignjudgments.The following requirements must be met before the foreign judgment will be deemed to be enforceable in Ireland(i)thejudgment must be for a definite sum,(ii)the judgment must be final and conclusive;and(iii)the

180、judgment must be provided by acourt of competent jurisdiction.An Irish court will also exercise its right to refuse judgment if the foreign judgment(i)was obtained by fraud;(ii)violated Irishpublic policy;(iii)is in breach of natural justice;or(iv)if the judgment is irreconcilable with an earlier fo

181、reign judgment.In addition,there is doubt as to whether an Irish court would accept jurisdiction and impose civil liability on Linde or such personsin an original action predicated solely upon the U.S.federal securities laws brought in a court of competent jurisdiction in Irelandagainst Linde or suc

182、h member,officer or expert,respectively.132025/1/18 07:19lin-20231231https:/www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lin-20231231.htm15/124Table of ContentsChanges in tax laws or policy could adversely impact the companys financial position or results of operations.Linde and its su

183、bsidiaries are subject to the tax rules and regulations in the U.S.,Germany,Ireland,the U.K.and other countries inwhich they operate.Those tax rules and regulations are subject to change on a prospective or retroactive basis.Under currenteconomic and political conditions tax rates and policies in an

184、y jurisdiction,including the U.S.,the U.K.and the EU,are subject tosignificant changes which could result in a significant change to Lindes current and deferred income tax.In particular,since Lindeis currently treated as U.K.tax resident,any potential changes in the tax rules applying to U.K.tax-res

185、ident companies woulddirectly affect Linde.This includes the Organization for Economic Cooperation&Developments(“OECD”)framework for a 15%global minimum taxrate(“Pillar Two”).The U.K.and a majority of EU member states implemented Pillar Two effective January 1,2024.The OECDcontinues to issue additio

186、nal guidance as countries adopt legislation.Linde continues to monitor and evaluate enacted and pendinglegislation in the jurisdictions in which it operates,as such changes could result in an increase in our effective tax rate.A change in Lindes tax residency could have a negative effect on the comp

187、anys future profitability and may trigger taxes ondividends or exit charges.If Linde ceases to be resident in the U.K.and becomes resident in another jurisdiction,it may be subjectto U.K.exit charges,and/or could become liable for additional tax charges in the other jurisdiction.If Linde were to be

188、treated asresident in more than one jurisdiction,it could be subject to duplicative taxation.Furthermore,although Linde is incorporated inIreland and is not expected to be treated as a domestic corporation for U.S.federal income tax purposes,it is possible that the IRScould challenge this result or

189、that changes in U.S.federal income tax law could alter this result.If the IRS successfully assertedsuch a position or the law were to change,significant adverse tax consequences may result for Linde,the company and Lindesshareholders.Changes in tax laws may result in higher tax expense and tax payme

190、nts.In addition,changes in tax legislation and uncertaintyabout the tax environment in some regions may restrict Lindes opportunity to enforce its respective rights under the law.Lindealso operates in countries with complex tax regulations which could be interpreted in different ways.Linde and its s

191、ubsidiaries aresubject to audits by taxing authorities in various jurisdictions or other review actions by the relevant financial or tax authorities.The ultimate tax outcome may differ from the amounts recorded in Lindes or its subsidiaries financial statements and maymaterially affect their respect

192、ive financial results for the period when such determination is made.142025/1/18 07:19lin-20231231https:/www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lin-20231231.htm16/124Table of ContentsITEM 1B.UNRESOLVED STAFF COMMENTSNot applicable.ITEM 1C.CYBERSECURITYRisk Management&StrategyCybe

193、rsecurity is identified as a top enterprise risk given the companys reliance on information technology systems and networksfor business and operational activities.Linde has taken steps to address these risks and concerns by implementing cybersecurityand risk management processes that include advance

194、d security technologies,internal controls,network and data center resiliencyand disaster recovery processes.Linde is implementing a series of security enhancements based on the Zero Trust principle.Linde maintains a Standard OperatingProcedure for Global Security Incident Response that defines how L

195、inde responds to cyber incidents,including escalation,reporting and remediation procedures.Dedicated cybersecurity teams conduct surveillance for potential threats and implement bothprocedural and technological controls to protect data and to maintain safe,uninterrupted operations.The company engage

196、s thirdparties in connection with these efforts to provide independent analysis and advice on cybersecurity risks,incidents and other cybersecurity related matters.In addition,to help our people recognize information and cybersecurity concerns and respond accordingly,Linde conducts mandatory trainin

197、gs and cybersecurity awareness programs for employees.Third party software providers that facilitate Lindes business activities are also sources of cybersecurity risk for the company.Linde performs risk assessment procedures including evaluation of the overall health of the control environment for c

198、ertain third-party providers.Despite these steps,however,our information technology systems have in the past been and in the future will likely be subject toincreasingly sophisticated cyber attacks.Operational failures and breaches of security from such attempts could lead to the loss ordisclosure o

199、f confidential information or personal data belonging to Linde or our employees and customers or suppliers.Thesefailures and breaches could result in business interruption or malfunction and lead to legal or regulatory actions that could result ina material adverse impact on Lindes operations,reputa

200、tion and financial results.To date,such attempts have not had anysignificant impact on Lindes operations or financial results.GovernanceInformation and cybersecurity risk management fall under the oversight of the Audit Committee.The Audit Committee receives anannual review,followed by quarterly upd

201、ates,of the Companys cybersecurity systems,enhancements,strategies and riskmanagement efforts,and the Chair of the Audit Committee will be promptly notified of any material cybersecurity breach incident.In addition,the full Board reviews cybersecurity as part of its regular risk reviews.Linde has ap

202、pointed a Global Chief InformationOfficer(CIO)reporting to the Chief Financial Officer(CFO).A Chief Information Security Officer reports to the CIO and issupported by a global IT security team.ITEM 2.PROPERTIESLindes principal executive offices are located in leased office space in Woking,United Kin

203、gdom and owned office space inDanbury,Connecticut.Linde also owns principal administrative office space in Tonawanda,New York,United States and Pullach,Germany.Due to the nature of Lindes industrial gas products,it is generally uneconomical to transport most products distances greater than afew hund

204、red miles from the production facility.As a result,Linde operates a significant number of production facilities spreadglobally throughout a number of geographic regions.The following is a description of production facilities for Linde by segment.No significant portion of these assets was leased atDe

205、cember 31,2023.Generally,these facilities are utilized and are sufficient to meet the companys manufacturing needs.Americas2025/1/18 07:19lin-20231231https:/www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lin-20231231.htm17/124152025/1/18 07:19lin-20231231https:/www.sec.gov/Archives/edgar

206、/data/1707925/000162828024007424/lin-20231231.htm18/124Table of ContentsThe Americas segment operates production facilities primarily in the U.S.,Canada,Mexico and Brazil,approximately 350 ofwhich are mainly cryogenic air separation plants,hydrogen plants and carbon dioxide plants.There are five maj

207、or pipelinecomplexes in North America located in northern Indiana,Houston,along the Gulf Coast of Texas,Detroit and Louisiana.Alsolocated throughout the Americas are noncryogenic air separation plants,packaged gas facilities and other smaller plant facilities.EMEAThe EMEA segment has production faci

208、lities primarily in Germany,the U.K.,Eastern Europe,France,Sweden and the Republic ofSouth Africa which include approximately 275 cryogenic air separation plants and carbon dioxide plants.Also located throughoutEurope are noncryogenic air separation plants,pipelines,hydrogen,packaged gas facilities

209、and other smaller plant facilities.APACThe APAC segment has production facilities located primarily in China,Australia,India,South Korea and Thailand,approximately230 of which are cryogenic air separation plants and carbon dioxide plants.Also located throughout Asia are noncryogenic airseparation pl

210、ants,pipelines,hydrogen,packaged gas and other production facilities.EngineeringThe Engineering business designs and constructs turnkey process plants for third-party customers as well as for the gasesbusinesses in many locations worldwide,such as air separation,hydrogen,synthesis,olefin and natural

211、 gas plants.Plantcomponents are produced in owned factories in Tacherting,Germany;Hesingue,France;New York and Oklahoma,United States;and Dalian,China.ITEM 3.LEGAL PROCEEDINGSInformation required by this item is incorporated herein by reference to the section captioned“Notes to Consolidated Financia

212、lStatements 17.Commitments and Contingencies”in Item 8 of this 10-K.ITEM 4.MINE SAFETY DISCLOSURESNot Applicable.162025/1/18 07:19lin-20231231https:/www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lin-20231231.htm19/124Table of ContentsPART IIITEM 5.MARKET FOR REGISTRANTS COMMON EQUITY,RE

213、LATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIESLinde plc shares trade on the Nasdaq Stock Market LLC(“Nasdaq”)under the ticker symbol“LIN”.At December 31,2023 therewere 6,596 shareholders of record.From January 1,2023 through November 6,2023,Lindes shares were traded on the New Yo

214、rkStock Exchange(“NYSE”),but effective November 7,2023,Linde delisted its shares from the NYSE and began listing and tradingits shares on the Nasdaq.Purchases of Equity Securities Certain information regarding purchases made by or on behalf of the company or any affiliatedpurchaser(as defined in Rul

215、e 10b-18(a)(3)under the Securities Exchange Act of 1934,as amended)of its ordinary shares duringthe three months ended December 31,2023 is provided below:PeriodTotalNumber ofSharesPurchased(Thousands)AveragePrice PaidPer ShareTotal Number ofShares Purchased asPart of PubliclyAnnouncedPrograms(1)(Tho

216、usands)Approximate DollarValue of Shares thatMay Yet be PurchasedUnder the Programs(2)(Millions)October 2023852$373.13 852$17,051 November 2023657$400.45 657$16,788 December 20231,042$405.41 1,042$16,366 Fourth Quarter 20232,551$393.35 2,551$16,366(1)On February 28,2022 the companys board of directo

217、rs approved the repurchase of$10.0 billion of its ordinary shares(2022 program)which could take place from time to time on the open market(and could include the use of 10b5-1trading plans),subject to market and business conditions.The 2022 program has a maximum repurchase amount of 15%of outstanding

218、 shares,beginning on March 1,2022 and expires on July 31,2024.On October 23,2023,the companys board of directors approved the repurchase of$15.0 billion of its ordinary shares(2023program)which could take place from time to time on the open market(and could include the use of 10b5-1 tradingplans),su

219、bject to market and business conditions.The 2023 program began on October 23,2023 and will terminate on theearlier of the date as the maximum authority under the 2023 program is reached or the board terminates the 2023 program.(2)As of December 31,2023,the company repurchased$8.6 billion of its ordi

220、nary shares pursuant to the 2022 program.As ofDecember 31,2023,$1.4 billion and$15 billion of share repurchases remain authorized under the 2022 and 2023programs,respectively.172025/1/18 07:19lin-20231231https:/www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lin-20231231.htm20/124Table of

221、 ContentsPeer Performance Table The graph below compares the most recent five-year cumulative returns of Lindes ordinary shares withthose of the Standard&Poors 500 Index(SPX)and the S5 Materials Index(S5MATR)which covers 28 companies,includingLinde.The figures assume an initial investment of$100 on

222、December 31,2018 and that all dividends have been reinvested.201820192020202120222023LIN$100$139$175$234$223$285SPX$100$131$156$200$164$207S5MATR$100$125$150$191$168$189ITEM 6.RESERVEDNot applicable.182025/1/18 07:19lin-20231231https:/www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lin-20

223、231231.htm21/124Table of ContentsITEM 7.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONSThe following discussion of the companys financial condition and results of operations should be read together with itsconsolidated financial statements and notes to the consoli

224、dated financial statements included in Item 8 of this Form 10-K.PageBusiness Overview20Executive Summary Financial Results&Outlook21Consolidated Results and Other Information22Segment Discussion28Liquidity,Capital Resources and Other Financial Data34Off-Balance Sheet Arrangements36Critical Accountin

225、g Estimates36New Accounting Standards39Fair Value Measurements39Non-GAAP Financial Measures40Supplemental Guarantee Information44192025/1/18 07:19lin-20231231https:/www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lin-20231231.htm22/124Table of ContentsBUSINESS OVERVIEWThe companys primary

226、 products in its industrial gases business are atmospheric gases(oxygen,nitrogen,argon,rare gases)andprocess 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 customer

227、s a wide range of gas production andprocessing services such as olefin plants,natural gas plants,air separation plants,hydrogen and synthesis gas plants and other typesof plants.Lindes industrial gas operations are managed on a geographical basis and in 2023 90%of sales were generated by Lindes thre

228、egeographic segments(Americas,EMEA and APAC)and the remaining 10%are related largely to the Engineering segment,and toa 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 an

229、d energy,manufacturing,metals and mining,food andbeverage,and electronics.The diversity of end-markets supports financial stability for Linde in varied business cycles.Lindes industrial gas business generates most of its revenues and earnings in the following geographies where the company has itsstr

230、ongest market positions and where distribution and production operations allow the company to deliver the highest level ofservice to its customers at the lowest cost.North and South America(Americas)Europe,Middle East and Africa(“EMEA”)Asia and Pacific(“APAC”)United StatesGermanyChinaBrazilUnited Ki

231、ngdomAustraliaMexicoEastern EuropeSouth KoreaCanadaIndiaThe company manufactures and distributes its industrial gas products through networks of thousands of production plants,pipelinecomplexes,distribution centers and delivery vehicles.Major pipeline complexes are primarily located in the United St

232、ates andChina.These networks are a competitive advantage,providing the foundation of reliable product supply to the companys customerbase.The majority of Lindes business is conducted through long-term contracts which provide stability in cash flow and the abilityto pass through changes in energy and

233、 feedstock costs to customers.The company has growth opportunities in all majorgeographies and in diverse end-markets such as healthcare,chemicals and energy,manufacturing,metals and mining,food andbeverage,and electronics.202025/1/18 07:19lin-20231231https:/www.sec.gov/Archives/edgar/data/1707925/0

234、00162828024007424/lin-20231231.htm23/124Table of ContentsEXECUTIVE SUMMARY FINANCIAL RESULTS&OUTLOOK2023 Year in reviewSales of$32,854 million were 2%below 2022 sales of$33,364 million.Cost pass-through,representing the contractualbilling of energy cost variances primarily to onsite customers,decrea

235、sed sales by 3%with minimal impact on operatingprofit.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 GISTbusiness,partially offset

236、by the nexAir,LLC acquisition.The aforementioned drivers were partially offset by 6%higherprice 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 p

237、rofit was primarily driven by the Russia-Ukraine conflict and othercharges recorded in 2022 and included higher pricing,savings from productivity initiatives,and lower depreciation andamortization driven by merger related intangible assets.These increases more than offset the adverse impacts of cost

238、inflation and lower volumes in the year.The adjusted operating profit increase was primarily due to higher pricing andproductivity 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

239、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 shareof$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 incre

240、ase was driven by higher netincome partially offset by higher net working capital requirements,including lower inflows from contract liabilitiesfrom engineering customer advanced payments.Capital expenditures were$3,787 million;dividends paid were$2,482million;net purchases of ordinary shares of$3,9

241、25 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 OutlookLinde provides quarterly updates on operating results,material trends that may affect financial performance,and financial g

242、uidancevia earnings releases and investor teleconferences.These materials are available on the companys website,but arenot incorporated herein.212025/1/18 07:19lin-20231231https:/www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lin-20231231.htm24/124Table of ContentsCONSOLIDATED RESULTS AN

243、D OTHER INFORMATIONThe discussion that follows includes a comparison of our results of operations and liquidity and capital resources for the yearsended December 31,2023 and 2022.For the discussion comparing the years ended December 31,2022 and 2021,refer to Part II,Item 7,Managements Discussion and

244、 Analysis of Financial Condition and Results of Operations,of our Form 10-K for the yearended December 31,2022.The following table provides summary information for 2023 and 2022.The reported amounts are GAAP amounts from theConsolidated Statements of Income.The adjusted amounts are intended to suppl

245、ement investors understanding of the companysfinancial information and are not a substitute for GAAP measures.(Millions of dollars,except per share data)Year Ended December 31,20232022VarianceReported AmountsSales$32,854$33,364(2)%Cost of sales,exclusive of depreciation and amortization$17,492$19,45

246、0(10)%As a percent of sales53.2%58.3%Selling,general and administrative$3,295$3,107 6%As a percent of sales10.0%9.3%Depreciation and amortization$3,816$4,204(9)%Other charges(a)$40$1,029 Operating Profit$8,024$5,369 49%Operating margin24.4%16.1%Interest expense net$200$63 217%Net pension and OPEB co

247、st(benefit),excluding service cost$(164)$(237)(31)%Effective tax rate22.7%25.9%Income from equity investments$167$172(3)%Noncontrolling interests$(142)$(134)6%Net Income-Linde plc$6,199$4,147 49%Diluted earnings per share$12.59$8.23 53%Diluted shares outstanding492,290 504,038(2)%Number of employees

248、66,323 65,010 2%Adjusted Amounts(b)Operating profit$9,070$7,904 15%Operating margin27.6%23.7%Net Income-Linde plc$6,989$6,195 13%Diluted earnings per share$14.20$12.29 16%Other Financial Data(b)EBITDA$12,007$9,745 23%As percent of sales36.5%29.2%Adjusted EBITDA$12,133$10,873 12%As percent of sales36

249、.9%32.6%_(a)See Note 3 to the consolidated financial statements.(b)Adjusted amounts and Other Financial Data are non-GAAP performance measures.A reconciliation of reported amounts to adjusted amounts can befound in the Non-GAAP Financial Measures section of this MD&A.2025/1/18 07:19lin-20231231https

250、:/www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lin-20231231.htm25/124222025/1/18 07:19lin-20231231https:/www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lin-20231231.htm26/124Table of ContentsResults of OperationsThe following table provides a summary of changes in consolida

251、ted sales:2023 vs.2022%ChangeFactors Contributing to Changes-SalesVolume(1)%Price/Mix6%Cost pass-through(3)%Currency(1)%Acquisitions/divestitures(1)%Engineering(2)%(2)%2023 Compared With 2022SalesLinde sales decreased$510 million,or 2%,for the 2023 year versus 2022.Higher pricing across all geograph

252、ic segmentscontributed 6%to sales.Cost pass-through,representing the contractual billing of energy cost variances primarily to onsitecustomers,decreased sales by 3%,with minimal impact on operating profit.Volumes decreased sales by 1%primarily driven bythe electronics and metals and mining end marke

253、ts.The impact of divestitures,net of acquisitions decreased sales by 1%.Currencytranslation decreased sales by 1%,largely in APAC,driven by the weakening of the Chinese yuan and Australian dollar against theU.S.dollar,partially offset by EMEA,driven by the strengthening of the Euro and British pound

254、.Cost of sales,exclusive of depreciation and amortization Cost of sales,exclusive of depreciation and amortization,decreased$1,958 million,or 10%,for the year primarily due to lowercost pass-through and volumes,the net impact of acquisitions and divestitures and productivity gains which more than of

255、fset costinflation.Cost of sales,exclusive of depreciation and amortization,was 53.2%and 58.3%of sales,respectively,in 2023 comparedto 2022.The decrease as a percentage of sales was primarily due to higher pricing and lower cost pass-through.Selling,general and administrative expensesSelling,general

256、 and administrative expense(SG&A)increased$188 million,from$3,107 in 2022 to$3,295 million in 2023.SG&A was 10.0%of sales in 2023 versus 9.3%in 2022.Currency impacts decreased SG&A by approximately$3 million in 2023.Excluding currency impacts,underlying SG&A increased primarily due to higher costs i

257、ncluding the acquisition of nexAir.Depreciation and amortizationReported depreciation and amortization expense decreased$388 million,or 9%versus 2022.The decrease is primarily due tolower depreciation and amortization of assets acquired in the merger.On an adjusted basis,depreciation and amortizatio

258、n expense increased$102 million,or 4%,versus 2022.Currency impactsdecreased depreciation and amortization by$29 million in 2023.Excluding currency,underlying depreciation and amortizationincreased due to the net impact of acquisitions and new project start ups.Other chargesOther charges were$40 mill

259、ion and$1,029 million for 2023 and 2022,respectively.In 2023,the costs primarily related toseverance in the Engineering segment and expenses incurred due to the intercompany reorganization.The charge for 2022 relatesprimarily to the deconsolidation and impairment of Russian subsidiaries resulting fr

260、om the ongoing war in Ukraine and relatedsanctions recorded as of June 30,2022.On an adjusted basis,these charges have been excluded in both periods.Operating profitReported operating profit increased$2,655 million in 2023,or 49%.On an adjusted basis,operating profit increased$1,166 million,or 15%,f

261、or 2023 versus 2022.232025/1/18 07:19lin-20231231https:/www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lin-20231231.htm27/124Table of ContentsOn a reported basis,the increase was primarily driven by Russia-Ukraine conflict and other charges recorded in 2022 and includedhigher pricing,sav

262、ings from productivity initiatives,and lower depreciation and amortization driven by merger related intangibleassets.These increases more than offset the adverse impacts of inflation and currency in the year as well as other charges of$40million.On an adjusted basis,which excludes the impacts of pur

263、chase accounting as well as other charges,operating profit increased$1,166 million,or 15%.Operating profit growth was driven by higher pricing,and productivity initiatives,partially offset by costinflation and lower volumes.A discussion of operating profit by segment is included in the segment discu

264、ssion that follows.Interest expense-netReported interest expense net in 2023 increased$137 million,or 217%,versus 2022.On an adjusted basis interest expenseincreased$118 million,or 120%in 2023 as compared to 2022.The increase was driven primarily by higher interest rates on debtand included approxim

265、ately$28 million of devaluation impacts from hyperinflationary countries.Net pension and OPEB cost(benefit),excluding service costReported net pension and OPEB cost(benefit),excluding service cost were benefits of$164 million and$237 million in 2023 and2022,respectively.The decrease in benefit prima

266、rily relates to higher interest cost reflective of the higher discount rateenvironment year-over-year(see Note 16 to the consolidated financial statements).Effective tax rateThe reported effective tax rate(ETR)for 2023 was 22.7%versus 25.9%in 2022.The decrease in the rate is primarily related to ane

267、t decrease in the companys uncertain tax positions and the absence of the net unfavorable tax expense resulting from the Russiaimpairment and deconsolidation in 2022(see Note 3 to the consolidated financial statements).On an adjusted basis,the ETR for 2023 was 23.6%versus 24.2%in 2022.The decrease i

268、ncludes higher tax benefits from sharebased compensation.Income from equity investmentsReported income from equity investments for 2023 was$167 million as compared to$172 million in 2022.On an adjusted basis,income from equity investments for 2023 was$239 million versus$247 million in 2022.On an adj

269、usted basis,the year-over-year decrease in income from equity investments was primarily driven by the overallperformance of investments in APAC.Noncontrolling interestsAt December 31,2023,noncontrolling interests from continuing operations consisted primarily of noncontrolling shareholdersinvestment

270、s in APAC(primarily in China).Reported noncontrolling interests from continuing operations increased$8 million,from$134 million in 2022 to$142 million in2023.Adjusted noncontrolling interests from continuing operations decreased$2 million in 2023 as compared to 2022.Net Income-Linde plcReported net

271、income-Linde plc increased$2,052 million,or 49%.On an adjusted basis,which excludes the impacts of purchaseaccounting and other charges,net income-Linde plc increased$794 million,or 13%,in 2023 versus 2022.On both a reported andadjusted basis,the increase was driven by higher operating profit.Dilute

272、d earnings per shareReported diluted earnings per share increased$4.36,or 53%,in 2023 as compared to 2022.On an adjusted basis,diluted EPS of$14.20 in 2023 increased 16%versus 2022.The increase on both a reported and adjusted basis is primarily due to higher netincome-Linde plc and lower diluted sha

273、res outstanding.EmployeesThe number of employees at December 31,2023 was 66,323,an increase of 2%,or 1,313 employees from 2022,driven primarilyby the acquisition of nexAir.2025/1/18 07:19lin-20231231https:/www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lin-20231231.htm28/124242025/1/18 0

274、7:19lin-20231231https:/www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lin-20231231.htm29/124Table of ContentsOther Financial DataEBITDA increased to$12,007 million in 2023 from$9,745 million in 2022.Adjusted EBITDA increased to$12,133 million for2023 as compared to$10,873 million in 2022

275、.The increase in both periods was driven by higher net income-Linde plc versusprior year.See the Non-GAAP Financial Measures section for definitions and reconciliations of these non-GAAP measures to reportedGAAP amounts.Other Comprehensive Income(Loss)Other comprehensive income(loss)for the year end

276、ed December 31,2023 was a loss of$35 million resulted primarily from lossesrelated to the change in funded status of retirement plans of$380 million and derivative losses of$55 million largely offset bycurrency translation adjustments of$400 million.The translation adjustments reflect the impact of

277、translating local currencyforeign subsidiary financial statements to U.S.dollars,and are largely driven by the movement of the U.S.dollar against majorcurrencies including the Euro,British pound and the Chinese yuan.See the Currency section of the MD&A for exchange ratesused for translation purposes

278、 and Note 7 to the consolidated financial statements for a summary of the currency translationadjustment component of accumulated other comprehensive income(loss)by segment.Related Party TransactionsThe companys related parties are primarily unconsolidated equity affiliates.The company did not engag

279、e in any materialtransactions involving related parties that included terms or other aspects that differ from those which would be negotiated withindependent parties.Environmental MattersLindes principal operations relate to the production and distribution of atmospheric and other industrial gases,m

280、any of which areused to help customers reduce their emissions.Worldwide costs relating to environmental protection may continue to grow due toincreasingly stringent laws and regulations.In addition,Linde may face physical risks from climate change and extreme weather.Climate ChangeLinde operates in

281、jurisdictions that have,or are developing,laws and/or regulations to reduce or mitigate the adverse effects ofgreenhouse gas(GHG)emissions and therefore faces a highly uncertain regulatory environment in this area.For example,theU.S.Environmental Protection Agency(EPA)has promulgated rules requiring

282、 reporting of GHG emissions to which Linde,itssuppliers and customers are subject to.EPA has also promulgated regulations to restrict GHG emissions,including final rulesregulating GHG emissions from light-duty vehicles and certain large manufacturing facilities,including some of Lindes suppliersand

283、customers.In addition to these developments in the United States,several other countries worldwide have implemented carbontaxation or trading systems which impact the company and its customers,including regulations in China,Singapore and theEuropean Union.Among other impacts,such regulations are exp

284、ected to raise the cost of energy,which is a significant cost forLinde.Nevertheless,Lindes long-term customer contracts routinely provide rights to recover increased electricity,natural gas,andother costs that are incurred by the company as a result of climate change regulation.Linde anticipates con

285、tinued growth in hydrogen sales due to increased focus on decarbonization projects.Traditionally,hydrogenproduction plants and a large number of other manufacturing and electricity-generating plants have been identified as sources ofcarbon dioxide emissions and these plants are subject to cap-and-tr

286、ade regulations in jurisdictions including California and theEuropean Union.Linde believes it will be able to mitigate the costs of these regulations through the terms of its product supplycontracts.However,legislation that limits GHG emissions may impact growth by increasing capital,compliance,oper

287、ating andmaintenance costs and/or decreasing demand.To manage business risks from current and potential GHG emission regulation as well as physical consequences of climate change,Linde actively monitors current developments,evaluates the direct and indirect business risks,and takes appropriate actio

288、ns.Among others,actions include:increasing relevant resources and training;maintaining contingency plans;obtaining advice andcounsel from expert vendors,insurance providers and industry experts;incorporating GHG provisions in commercial agreements;and conducting regular reviews of the business risks

289、 with management.Although there are considerable uncertainties,Lindebelieves that the business risk from potential regulations can be effectively managed through its commercial contracts.Additionally,Lindes plant design,operations,and risk management teams are252025/1/18 07:19lin-20231231https:/www.

290、sec.gov/Archives/edgar/data/1707925/000162828024007424/lin-20231231.htm30/124Table of Contentsengaged to manage and mitigate losses from physical climate change,and the company does not anticipate any material effectsregarding its plant operations or business arising from potential physical risks of

291、 climate change.Linde continuously seeks opportunities to optimize energy use and GHG emissions through research and development in customerapplications and rigorous operational energy efficiency,sourcing low-carbon source energy,and purchasing hydrogen as a chemicalbyproduct where feasible.Linde tr

292、acks GHG emission performance versus targets and reports regularly to business managementand annually to Lindes Board of Directors.The Sustainability Committee is responsible for oversight of the Companys programs,policies and strategies related to environmental matters,including climate change,gree

293、nhouse gas reduction goals anddecarbonization solutions,such as clean energy and carbon management.At the same time,external factors may provide Linde with future business opportunities.Examples include current legislation,suchas the Inflation Reduction Act in the U.S.,which provides for investments

294、 in production of clean hydrogen and decarbonizationtechnologies.Other factors include governmental regulation of GHG and other emissions;uncertain costs of energy and certainnatural resources;the development of renewable energy alternatives;and new technologies that help extract natural gas,improve

295、air quality,increase energy efficiency and mitigate the impacts of climate change.Linde continues to develop new applications thatcan help customers lower emissions by reducing energy consumption and increasing product throughput.Stricter regulation ofwater quality in emerging economies such as Chin

296、a provide a growing market for a number of gases,e.g.,oxygen for wastewatertreatment.Increased concern about drought in areas such as California and Australia may create additional markets for carbondioxide for desalination.Renewable fuel standards in the European Union and U.S.can create a market f

297、or second-generationbiofuels which use industrial gases such as oxygen,carbon dioxide,and hydrogen.Costs Relating to the Protection of the EnvironmentEnvironmental protection costs in 2023 were not significant.Linde anticipates that future annual environmental protectionexpenditures will be similar

298、to 2023,subject to any significant changes in existing laws and regulations.Based on historical resultsand current estimates,management does not believe that environmental expenditures will have a material adverse effect on theconsolidated financial position,the consolidated results of operations or

299、 cash flows in any given year.Legal ProceedingsSee Note 17 to the consolidated financial statements for information concerning legal proceedings.Retirement BenefitsPensionsThe net periodic benefit cost(benefit)for the U.S.and non-U.S.pension plans was a benefit of$80 million,$110 million and$35milli

300、on in 2023,2022 and 2021,respectively.The funded status(pension benefit obligation(PBO)less the fair value of plan assets)for the U.S.plans was a deficit of$137million and$238 million at December 31,2023 and 2022,respectively.The funded status for non-U.S.plans was a deficit of$207million and surplu

301、s of$208 million at December 31,2023 and 2022,respectively.The U.S.plan derived a benefit from the actualreturn on plan assets.Non-U.S.plans also experienced an increase in plan assets,offset by unfavorability generated from a higherPBO due to a decrease in discount rates.Global pension contribution

302、s were$46 million in 2023,$51 million in 2022,and$42 million in 2021.At a minimum,Lindecontributes to its pension plans to comply with local regulatory requirements(e.g.,ERISA in the U.S.).Discretionary contributionsin excess of the local minimum requirements are made based on many factors,including

303、 long-term projections of the plans fundedstatus,the economic environment,potential risk of overfunding,pension insurance costs and alternative uses of cash.Changes tothese factors can impact the timing of discretionary contributions from year to year.Estimated required contributions for 2024 arecur

304、rently expected to be in the range of$35 million to$45 million.Linde assumes expected returns on plan assets for 2024 of 7.00%and 5.83%for the U.S.and non-U.S.plans,respectively,whichare consistent with the long-term expected returns on its investment portfolios.Excluding the impact of any settlemen

305、ts,2024 consolidated pension expense is expected to be a benefit of approximately$115million.The benefit derived from the expected return on assets assumption for Lindes most significant plans is anticipated to morethan offset the expense from service and interest cost accruals and the higher amorti

306、zation of deferred losses.262025/1/18 07:19lin-20231231https:/www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lin-20231231.htm31/124Table of ContentsRefer to the Critical Accounting Estimates section and Note 16 to the consolidated financial statements for a more detaileddiscussion of the

307、 companys retirement benefits,including a description of the various retirement plans and the assumptions used inthe calculation of net periodic benefit cost(benefit)and funded status.InsuranceLinde purchases insurance to limit a variety of property and casualty risks,including those related to prop

308、erty,businessinterruption,third-party liability and workers compensation.Currently,the company self retains up to$10 million per occurrencefor vehicle liability in the United States,$5 million per occurrence for workers compensation and general liability.In addition,thecompany self retains risk up t

309、o 5 to 7.5 million at its various properties worldwide for property damage resulting from fire,floodand other perils affecting its properties along with a separate 5 to 7.5 million deductible on business interruption resulting from amajor peril loss.To mitigate its aggregate loss potential above the

310、se retentions,the company purchases catastrophic insurancecoverage from highly rated insurance companies.The company does not currently operate or participate in any captive insurancecompanies or other non-traditional risk transfer alternatives.At December 31,2023 and 2022,the company had recorded a

311、 total of$75 million and$71 million,respectively,representing anestimate of the retained liability for the ultimate cost of claims incurred and unpaid as of the balance sheet dates.The estimatedliability is established using statistical analysis and is based upon historical experience,actuarial assu

312、mptions and professionaljudgment.These estimates are subject to the effects of trends in loss severity and frequency and are subject to a significant degreeof inherent variability.If actual claims differ from the companys estimates,they will be adjusted at that time and financial resultscould be imp

313、acted.Linde recognizes estimated insurance proceeds relating to damages at the time of loss only to the extent of incurred losses.Anyinsurance recoveries for business interruption and for property damages in excess of the net book value of the property arerecognized only when realized or pending pay

314、ments confirmed by its insurance companies.272025/1/18 07:19lin-20231231https:/www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lin-20231231.htm32/124Table of ContentsSEGMENT DISCUSSIONLindes operations consist of two major product lines:industrial gases and engineering.As further describe

315、d in the followingparagraph,Lindes industrial gases operations are managed on a geographic basis,which represents three of the companysreportable segments-Americas,EMEA(Europe/Middle East/Africa),and APAC(Asia/South Pacific);a fourth reportable segment,which represents the companys Engineering busin

316、ess,designs and manufactures equipment for air separation and other industrialgas applications specifically for end customers and is managed on a worldwide basis operating in all geographic segments.Otherconsists of corporate costs and a few smaller businesses which individually do not meet the quan

317、titative thresholds for separatepresentation.The industrial gases product line centers on the manufacturing and distribution of atmospheric gases(oxygen,nitrogen,argon,raregases)and process gases(carbon dioxide,helium,hydrogen,electronic gases,specialty gases,acetylene).Many of these productsare co-

318、products of the same manufacturing process.Linde manufactures and distributes nearly all of its products and manages itscustomer relationships on a regional basis.Lindes industrial gases are distributed to various end-markets within a regional segmentthrough one of three basic distribution methods:o

319、n-site or tonnage;merchant or bulk;and packaged or cylinder gases.Thedistribution methods are generally integrated in order to best meet the customers needs and very few of its products can beeconomically transported outside of a region.Therefore,the distribution economics are specific to the variou

320、s geographies in whichthe company operates and are consistent with how management assesses performance.The companys measure of profit/loss for segment reporting purposes is segment operating profit.Segment operating profit isdefined as operating profit excluding purchase accounting impacts of the Li

321、nde AG merger,intercompany royalties,and items notindicative of ongoing business trends.This is the manner in which the companys Chief Operating Decision Maker(CODM)assesses performance and allocates resources.The table below presents sales and operating profit information about reportable segments

322、and Other for the years endedDecember 31,2023 and 2022.(Millions of dollars)Year Ended December 31,20232022VarianceSalesAmericas$14,304$13,874 3%EMEA8,542 8,443 1%APAC6,559 6,480 1%Engineering2,160 2,762(22)%Other1,289 1,805(29)%Total sales$32,854$33,364(2)%Operating ProfitAmericas$4,244$3,732 14%EM

323、EA2,486 2,013 23%APAC1,806 1,670 8%Engineering491 555(12)%Other43(66)165%Segment operating profit9,070 7,904 15%Reconciliation to reported operating profit:Other charges(Note 3)(40)(1,029)Purchase accounting impacts-Linde AG(1,006)(1,506)Total operating profit$8,024$5,369 282025/1/18 07:19lin-202312

324、31https:/www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lin-20231231.htm33/124Table of ContentsAmericas(Dollar amounts in millions)VarianceYear Ended December 31,202320222023 vs.2022Sales$14,304$13,874 3%Operating profit$4,244$3,732 14%As a percent of sales29.7%26.9%2023 vs.2022%ChangeFa

325、ctors Contributing to Changes-SalesVolume%Price/Mix6%Cost pass-through(6)%Currency%Acquisitions/Divestitures3%3%The Americas segment includes Lindes industrial gases operations in approximately 20 countries including the United States,Canada,Mexico and Brazil.SalesSales for the Americas segment incr

326、eased$430 million,or 3%,in 2023 versus 2022.Higher pricing contributed 6%to sales.Theimpact of net acquisitions increased sales by 3%primarily due to the acquisition of nexAir,LLC(See Note 2 to the consolidatedfinancial statements).Cost past-through decreased sales by 6%with minimal impact on operat

327、ing profit.Volumes and currencytranslation remained flat.Operating ProfitOperating profit in the Americas segment increased$512 million,or 14%,in 2023 versus 2022 driven primarily by higher pricing,acquisitions and continued productivity initiatives which more than offset cost inflation the year.EME

328、A(Dollar amounts in millions)VarianceYear Ended December 31,202320222023 vs.2022Sales$8,542$8,443 1%Operating profit$2,486$2,013 23%As a percent of sales29.1%23.8%2023 vs.2022%ChangeFactors Contributing to Changes-SalesVolume(4)%Price/Mix9%Cost pass-through(3)%Currency1%Acquisitions/Divestitures(2)%

329、1%292025/1/18 07:19lin-20231231https:/www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lin-20231231.htm34/124Table of ContentsThe EMEA segment includes Lindes industrial gases operations in approximately 45 European,Middle Eastern and Africancountries including Germany,the U.K.,France,Swed

330、en and the Republic of South Africa.SalesEMEA segment sales increased by$99 million,or 1%,in 2023 versus 2022.Higher price attainment increased sales by 9%.Volumes decreased sales by 4%led by the chemicals and energy end market.Cost pass-through decreased sales by 3%withminimal impact on operating p

331、rofit.Currency translation increased sales by 1%due largely to the strengthening of the Euro andBritish pound against the U.S.Dollar.The impact of net divestitures decreased sales by 2%primarily due to the deconsolidation ofthe Russian subsidiaries in June 2022.Operating ProfitOperating Profit for t

332、he EMEA segment increased$473 million,or 23%,in 2023 versus 2022.The increase was driven primarilyby higher pricing and continued productivity initiatives,partially offset by cost inflation,lower volumes and divestitures.APAC(Dollar amounts in millions)VarianceYear Ended December 31,202320222023 vs.

333、2022Sales$6,559$6,480 1%Operating profit$1,806$1,670 8%As a percent of sales27.5%25.8%2023 vs.2022%ChangeFactors Contributing to Changes-SalesVolume/Equipment2%Price/Mix4%Cost pass-through(1)%Currency(4)%Acquisitions/Divestitures%1%The APAC segment includes Lindes industrial gases operations in approximately 20 Asian and South Pacific countries and regionsincluding China,Australia,India and Sout