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1: 10-K Annual Report HTML 3.44M
2: EX-21.01 Subsidiaries List HTML 307K
3: EX-23.01 Consent of Expert or Counsel HTML 31K
8: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 45K Awarded Compensation
4: EX-31.01 Certification -- §302 - SOA'02 HTML 36K
5: EX-31.02 Certification -- §302 - SOA'02 HTML 36K
6: EX-32.01 Certification -- §906 - SOA'02 HTML 33K
7: EX-32.02 Certification -- §906 - SOA'02 HTML 33K
14: R1 Cover HTML 106K
15: R2 Audit Information HTML 36K
16: R3 Consolidated Statements of Income HTML 151K
17: R4 Consolidated Statements of Comprehensive Income HTML 88K
18: R5 Consolidated Balance Sheets HTML 164K
19: R6 Consolidated Balance Sheets (Parenthetical) HTML 40K
20: R7 Consolidated Statements of Cash Flows HTML 136K
21: R8 Consolidated Statements of Equity HTML 116K
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23: R10 Summary of Significant Accounting Policies HTML 62K
24: R11 Business Acquisition HTML 49K
25: R12 Other Charges HTML 126K
26: R13 Leases HTML 95K
27: R14 Income Taxes HTML 152K
28: R15 Earnings Per Share - Linde PLC Shareholders HTML 62K
29: R16 Supplemental Information HTML 155K
30: R17 Property, Plant & Equipment - Net HTML 50K
31: R18 Goodwill HTML 64K
32: R19 Other Intangible Assets HTML 96K
33: R20 Debt HTML 89K
34: R21 Financial Instruments HTML 98K
35: R22 Fair Value Disclosures HTML 58K
36: R23 Equity and Noncontrolling Interests HTML 45K
37: R24 Share-Based Compensation HTML 78K
38: R25 Retirement Programs HTML 328K
39: R26 Commitments and Contingencies HTML 49K
40: R27 Segment Information HTML 125K
41: R28 Revenue Recognition HTML 112K
42: R29 Subsequent Events HTML 33K
43: R30 Summary of Significant Accounting Policies HTML 106K
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44: R31 Acquisitions and Divestitures (Tables) HTML 42K
45: R32 Other Charges (Tables) HTML 116K
46: R33 Leases (Tables) HTML 77K
47: R34 Income Taxes (Tables) HTML 170K
48: R35 Earnings Per Share - Linde PLC Shareholders HTML 61K
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49: R36 Supplemental Information (Tables) HTML 173K
50: R37 Property, Plant & Equipment - Net (Tables) HTML 49K
51: R38 Goodwill (Tables) HTML 66K
52: R39 Other Intangible Assets (Tables) HTML 99K
53: R40 Debt (Tables) HTML 84K
54: R41 Financial Instruments (Tables) HTML 87K
55: R42 Fair Value Disclosures (Tables) HTML 54K
56: R43 Share-Based Compensation (Tables) HTML 72K
57: R44 Retirement Programs (Tables) HTML 325K
58: R45 Segment Information (Tables) HTML 124K
59: R46 Revenue Recognition (Tables) HTML 94K
60: R47 Summary of Significant Accounting Policies HTML 40K
(Details)
61: R48 Acquisitions and Divestitures - Narrative HTML 83K
(Details)
62: R49 Acquisitions and Divestitures - Summary of HTML 60K
Consideration Transferred and Identified Assets
Acquired and Liabilities Assumed (Details)
63: R50 Other Charges - Narrative (Details) HTML 74K
64: R51 Other Charges - Schedule of Charges (Details) HTML 118K
65: R52 Other Charges - Summary of Activity (Details) HTML 63K
66: R53 Leases - Narrative (Details) HTML 37K
67: R54 Leases - Schedule of Supplemental Balance Sheet HTML 62K
Information (Details)
68: R55 Leases - Schedule of Supplemental Operating Lease HTML 35K
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69: R56 Leases - Schedule of Future Lease Payments HTML 71K
(Details)
70: R57 Income Taxes - Schedule of Pre-tax Income HTML 40K
(Details)
71: R58 Income Taxes - Income Tax Provision (Details) HTML 59K
72: R59 Income Taxes - Tax Rate Analysis (Details) HTML 74K
73: R60 Income Taxes - Net Deferred Tax Liabilities and HTML 87K
Valuation Allowances (Details)
74: R61 Income Taxes - Valuation Allowances Narrative HTML 61K
(Details)
75: R62 Income Taxes - Unrecognized Tax Positions HTML 50K
(Details)
76: R63 Earnings Per Share - Linde PLC Shareholders HTML 101K
(Details)
77: R64 Supplemental Information - Supplemental Info HTML 198K
(Details)
78: R65 Supplemental Information - Additional Information HTML 56K
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79: R66 Supplemental Information - Accumulated Other HTML 58K
Comprehensive Income (Loss) (Details)
80: R67 Property, Plant & Equipment - Net - Property, HTML 73K
Plant & Equipment - Net (Details)
81: R68 Goodwill (Details) HTML 64K
82: R69 Goodwill - Narrative (Details) HTML 34K
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Intangible Assets (Details)
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90: R77 Financial Instruments - Summary of Notional Amount HTML 74K
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Instruments Not Designated as Hedging Instruments
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Liabilities Measured at Fair Value on a Recurring
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98: R85 Share-Based Compensation - Performance-Based and HTML 64K
Restricted Stock Awards (Details)
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100: R87 Retirement Programs - Pension and Postretirement HTML 55K
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102: R89 Retirement Programs - Comparative Funded Status HTML 52K
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103: R90 Retirement Programs - Changes In Plan Assets and HTML 49K
Benefit Obligations Recognized in OCI (Details)
104: R91 Retirement Programs - Plans Where the ABO Exceeds HTML 42K
Plan Assets Fair Value (Details)
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107: R94 Retirement Programs - Pension Plan Assets HTML 63K
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108: R95 Retirement Programs - Pension Plan Asset Fair HTML 161K
Value By Category And Level 3 Rollforward
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Future Benefit Payments (Details)
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111: R98 Segment Information - Narrative (Details) HTML 38K
112: R99 Segment Information - Reportable Segments HTML 109K
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113: R100 Revenue Recognition - Narrative (Details) HTML 75K
114: R101 Revenue Recognition - Schedule of Revenue by HTML 92K
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115: R102 Subsequent Events (Details) HTML 44K
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‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
Linde plc (the “Company”) has adopted this policy (this “Policy”) to provide for the recovery or “clawback” of certain incentive compensation in the event of a Restatement. This Policy is intended to comply with, and will be interpreted to be consistent
with, the requirements of the Nasdaq Stock Market (“Nasdaq”) Listing Rule 5608 (the “Listing Standard”). Certain terms used in this Policy are defined in Section VIII below.
II. STATEMENT OF POLICY
The Company shall recover reasonably promptly the amount of erroneously awarded Incentive-Based Compensation in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting
requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “Restatement”).
The Company shall recover erroneously awarded Incentive-Based Compensation in compliance with this Policy except to the extent provided under Section V below.
III. SCOPE OF POLICY
A. Covered Persons and Recovery Period. This
Policy applies to Incentive-Based Compensation received by a person:
a.after beginning service as an Executive Officer,
a.who served as an Executive Officer at any time during the performance period for that Incentive-Based Compensation,
a.while the Company has a class of securities listed on a national securities exchange, and
a.during the three completed fiscal years immediately preceding the date that the Company is required
to prepare a Restatement (the “Recovery Period”).
Notwithstanding this look-back requirement, the Company is only required to apply this Policy to Incentive-Based Compensation received on or after October 2, 2023.
For purposes of this Policy, Incentive-Based Compensation shall be deemed “received” in the Company’s fiscal period during which the Financial Reporting Measure (as defined herein) specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.
B.
Transition Period. In addition to the Recovery Period, this Policy applies to any transition period (that results from a change in the Company’s fiscal year) within or immediately following the Recovery Period (a “Transition Period”), provided that a Transition Period between the last day of the Company’s previous fiscal year end and the first day of the Company’s new fiscal year that comprises a period of nine to 12 months will be deemed a completed fiscal year.
C. Determining Recovery Period. For
purposes of determining the relevant Recovery Period, the date that the Company is required to prepare the Restatement is the earlier to occur of:
a.the date the board of directors of the Company (the “Board”), a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement, and
a.the
date a court, regulator, or other legally authorized body directs the Company to prepare a Restatement.
For clarity, the Company’s obligation to recover erroneously awarded Incentive-Based Compensation under this Policy is not dependent on if or when a Restatement is filed.
IV. AMOUNT SUBJECT TO RECOVERY
A. Recoverable
Amount. The amount of Incentive-Based Compensation subject to recovery under this Policy is the amount of Incentive-Based Compensation received that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the restated amounts, computed without regard to any taxes paid.
B. Covered Compensation Based on Stock Price or TSR. For Incentive-Based Compensation based on stock price or total shareholder return (“TSR”), where the amount of erroneously awarded Incentive-Based Compensation is not subject to mathematical recalculation directly from the information in a Restatement, the recoverable amount shall be determined by the Human Capital Committee of the
Company’s Board of Directors (the “Committee”) based on a reasonable estimate of the effect of the Restatement on the stock price or TSR upon which the Incentive-Based Compensation was received. In such event, the Company shall maintain documentation of the determination of that reasonable estimate and provide such documentation to Nasdaq.
V. EXCEPTIONS
The Company shall recover erroneously awarded Incentive-Based Compensation in compliance with this Policy except to the extent that the conditions set out below are met and the Committee has made a determination that recovery would be impracticable:
A. Direct Expense Exceeds Recoverable Amount. The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered; provided, however, that before concluding it would be impracticable to recover any amount of erroneously awarded Incentive-Based Compensation based on expense of enforcement, the Company shall make a reasonable attempt to recover such erroneously awarded Incentive-Based Compensation, document such reasonable attempt(s) to recover, and provide that documentation to Nasdaq.
B. Violation of Home Country Law. Recovery would violate Irish law where that law was adopted
prior to November 28, 2022; provided, however, that before concluding it would be impracticable to recover any amount of erroneously awarded Incentive-Based Compensation based on violation of Irish law, the Company shall obtain an opinion of Irish counsel, acceptable to Nasdaq, that recovery would result in such a violation, and shall provide such opinion to Nasdaq.
C. Recovery from Certain Tax-Qualified Retirement Plans. Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13)
or 26 U.S.C. 411(a) and regulations thereunder.
VI. PROHIBITION AGAINST INDEMNIFICATION
Notwithstanding the terms of any indemnification arrangement or insurance policy with any individual covered by this Policy, the Company shall not indemnify any Executive Officer or former Executive Officer against the loss of erroneously awarded Incentive-Based Compensation, including any payment or reimbursement for the cost of insurance obtained by any such covered individual to fund amounts recoverable under this Policy.
VII. DISCLOSURE
The Company shall file all
disclosures with respect to this Policy and recoveries under this Policy in accordance with the requirements of the U.S. Federal securities laws, including the disclosure required by the applicable Securities and Exchange Commission (“SEC”) filings.
VIII. DEFINITIONS
Unless the context otherwise requires, the following definitions apply for purposes of this Policy:
“Executive Officer” means the
Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policymaking functions for the Company. Executive officers of the Company’s subsidiaries are deemed Executive Officers of the Company if they perform such policy
making functions for the Company. Policy-making function is not intended to include policymaking functions that are not significant. Identification of an Executive Officer for purposes of this Policy will include at a minimum executive officers identified pursuant to 17 CFR 229.401(b).
“Financial Reporting Measures” means any of the following: (i) measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures, (ii) stock price and (iii) TSR. A Financial Reporting Measure need not be presented within the
Company’s financial statements or included in a filing with the SEC.
“Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
IX. ADMINISTRATION; AMENDMENT; TERMINATION.
All determinations under this Policy will be made by the Committee, including determinations regarding how any recovery under this Policy is effected. Any determinations of the Committee will be final, binding and conclusive and need not be uniform with respect to each individual covered by this Policy.
The Committee may amend this
Policy from time to time and may terminate this Policy at any time, in each case in its sole discretion.
X. EFFECTIVENESS; OTHER RECOUPMENT RIGHTS
This Policy shall be effective as of October 23, 2023. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company and its subsidiaries and affiliates under applicable law or pursuant to the terms of any similar policy or similar provision in any employment agreement, equity award agreement or similar agreement.
Dates Referenced Herein and Documents Incorporated by Reference
