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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________

FORM 10-K

_______________________________________________

☑	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to

Commission file number 001-38730

LINDE PLC

(Exact name of registrant as specified in its charter)

Ireland	98-1448883
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)
10 Riverview Drive,	Forge
Danbury, Connecticut	43 Church Street West
United States 06810	Woking, Surrey GU21 6HT
	United Kingdom
(Address of principal executive offices) (Zip Code)
(203) 837 - 2000	+44 14 83 242200
(Registrant's 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 on which registered:
Ordinary shares (€0.001 nominal value per share)	LIN	NASDAQ

Securities 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 registrant 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 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                                     Yes  ☑    No  ☐

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

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

Large accelerated filer      ☑    Accelerated filer  ☐    Non- accelerated filer  ☐    Smaller reporting company  ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                     ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial 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 registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements the registrant included in the filing reflect the correction of an error to previously issued financial statements.                             ☐

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

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

The aggregate market value of the voting and non-voting common stock held by non-affiliates as of June 30, 2024, was approximately $210 billion (based on the closing sale price of the stock on that date as reported on the Nasdaq Stock Market).

At January 31, 2025, 472,911,618 ordinary shares of €0.001 nominal value per share of the Registrant were outstanding.

Documents incorporated by reference:

Portions of the Proxy Statement of Linde plc for its 2025 Annual General Meeting of Shareholders, to be filed with the Securities and Exchange Commission within 120 days after the end of the company’s fiscal year, are incorporated in Part III of this report.

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LINDE PLC

ANNUAL REPORT ON FORM 10-K

For the fiscal year ended December 31, 2024

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		Page
Part I
Item 1:	Business	4
Item 1A:	Risk Factors	8
Item 1B:	Unresolved Staff Comments	13
Item 1C:	Cybersecurity	13
Item 2:	Properties	13
Item 3:	Legal Proceedings	14
Item 4:	Mine Safety Disclosures	14
Part II
Item 5:	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	14
Item 6:	Reserved	15
Item 7:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 7A:	Quantitative and Qualitative Disclosures About Market Risk	40
Item 8:	Financial Statements and Supplementary Data	41
Item 9:	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	89
Item 9A:	Controls and Procedures	90
Item 9B:	Other Information	90
Item 9C:	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	90
Part III
Item 10:	Directors, Executive Officers and Corporate Governance	90
Item 11:	Executive Compensation	91
Item 12:	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	91
Item 13:	Certain Relationships and Related Transactions and Director Independence	91
Item 14:	Principal Accounting Fees and Services	91
Part IV
Item 15:	Exhibits and Financial Statement Schedules	92
Item 16:	Form 10-K Summary	97
Signatures		98

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FORWARD-LOOKING STATEMENTS

This 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: anticipate, believe, intend, estimate, expect, continue, should, could, may, plan, project, predict, will, potential, forecast, and similar expressions. They are based on management’s reasonable expectations and assumptions as of the date the statements are made but involve risks and uncertainties. These risks and uncertainties include, without limitation: the performance of stock markets generally; developments in worldwide and national economies and other international events and circumstances, including trade conflicts and tariffs; changes in foreign currencies and in interest rates; the cost and availability of electric power, natural gas and other raw materials; the ability to achieve price 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 financial accounting standards; the impact of changes in pension plan liabilities; the impact of tax, environmental, healthcare and other legislation and government regulation in jurisdictions in which the company operates; the cost and outcomes of investigations, litigation and regulatory proceedings; the impact of potential unusual or non-recurring items; continued timely development and market acceptance of new products and applications; the impact of competitive products and pricing; future financial and operating performance of major customers and industries served; the impact of information technology system failures, network disruptions and breaches in data security; and the effectiveness and speed of integrating new acquisitions into the business. These risks and uncertainties may cause future results or circumstances to differ materially from adjusted projections, estimates or other forward-looking statements.

Linde plc assumes no obligation to update or provide revisions to any forward-looking statement in response to changing circumstances. The above listed risks and uncertainties are further described in Item 1A (Risk Factors) in this report, which should be reviewed carefully. Please consider Linde plc’s forward-looking statements in light of those risks.

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Linde plc and Subsidiaries

PART I

ITEM 1.     BUSINESS

General

Linde plc is a public limited company formed under the laws of Ireland with its principal offices in the United Kingdom and United States. Linde is the largest industrial gas company worldwide and is a major technological innovator in the industrial gases industry. Its primary products in its industrial gases business are atmospheric gases (oxygen, nitrogen, argon, and rare gases) and process gases (hydrogen, helium, carbon dioxide, carbon monoxide, electronic gases, specialty gases, and acetylene, etc.). The company also designs and builds equipment that produces industrial gases and offers customers a wide range of gas production and processing services such as olefin plants, natural gas plants, air separation plants, hydrogen and synthesis gas plants and other types of plants.

Linde serves a diverse group of industries including healthcare, chemicals and energy, manufacturing, metals and mining, food and beverage, and electronics.

Linde’s sales were $33,005 million, $32,854 million, and $33,364 million for 2024, 2023, and 2022, respectively. Refer to Item 7, Management's Discussion and Analysis, for a discussion of consolidated sales and Note 18 to the consolidated financial statements for additional information related to Linde’s reportable segments.

Industrial Gases Products and Manufacturing Processes

Atmospheric gases are the highest volume products produced by Linde. Using ambient air as feedstock, Linde produces oxygen, nitrogen and argon through several air separation processes of which cryogenic air separation is the most prevalent. Linde is the market leader in the field of non-cryogenic air separation technologies for the production of industrial gases. As part of this process Linde also produces rare gases, such as krypton, neon, and xenon. As a pioneer and leader in industrial gases, Linde is continuously developing a wide range of proprietary and patented applications and technologies to produce, store, distribute and increase usage of its gases. These technologies open important new markets and provide customers with opportunities to reduce costs, by increasing their operational efficiencies, including vacuum pressure swing adsorption (“VPSA”) and membrane separation technology to produce gaseous oxygen and nitrogen on-site.

Process gases, including hydrogen, helium, carbon dioxide, carbon monoxide, specialty gases and acetylene are produced by other production methods.

Hydrogen is produced from a range of different feedstocks using a wide portfolio of technologies. Today, carbon intensity is used to designate and differentiate between the production processes and the respective feedstocks used to produce the molecule. The majority of conventional hydrogen currently produced by Linde is derived from natural gas or methane, using steam methane reformation (SMR) or auto-thermal reforming (ATR) technology. Linde has a range of technologies to produce low-carbon hydrogen from fossil feedstocks, or renewable hydrogen from renewable energy (non-fossil feedstock). Both products are considered sources of clean energy. Low-carbon (blue) hydrogen is produced primarily from methane, by capturing carbon emissions from a hydrogen production plant and sequestering them subsurface for the long term. Renewable (green) hydrogen is produced by electrolysis using renewable energy and water as feedstock. Other sources of low-carbon hydrogen are existing chemical and petrochemical processes, out of which Linde recovers hydrogen for subsequent treatment and cleaning to achieve ultra-high purity levels.

Carbon monoxide can be produced by either steam methane reforming (SMR) or auto-thermal reforming (ATR) of natural gas or other feedstock such as naphtha, a by-product in the petrochemical industry. Most carbon dioxide comes as an industrial by-product, that is sourced from chemical plants, refineries and other processes or is recovered from natural carbon dioxide sources. Raw carbon dioxide is processed and purified in Linde’s plants to produce commercial 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 may also be produced from calcium carbide and water.

Industrial Gases Distribution

There 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 three supply modes coming from the same plant. The method of supply is generally determined by the lowest cost means of meeting the customer’s needs, depending upon factors such as volume requirements, purity, pattern of usage, and the form in which the product is used (as a gas or as a cryogenic liquid).

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On-site. Customers that require the largest volumes of product (typically oxygen, nitrogen and hydrogen) and that have a relatively constant demand pattern are supplied by cryogenic and process gas on-site plants. Linde constructs plants on or adjacent to these customers’ sites and supplies the product directly to customers by pipeline. On-site product supply contracts generally are total requirement contracts with terms typically ranging from 10-20 years and containing minimum purchase requirements and price escalation provisions. Many of the cryogenic on-site plants also produce liquid products for the merchant market. Therefore, plants are typically not dedicated to a single customer. Air separation technologies also allow on-site delivery to customers with smaller volume requirements.

Merchant. The merchant business is generally associated with distributable liquid oxygen, nitrogen, argon, hydrogen, helium and carbon dioxide. The deliveries generally are made from Linde’s plants by tanker trucks to storage containers at the customer's site which are usually owned and maintained by Linde and leased to the customer. Due to distribution cost, merchant oxygen and nitrogen generally have a relatively small distribution radius from the plants at which they are produced. Merchant argon, hydrogen and helium can be shipped much longer distances. The customer agreements used in the merchant business are usually three to seven-year requirement contracts.

Packaged Gases. Customers requiring small volumes are supplied products in metal containers called cylinders, under medium to high pressure. Packaged gases include atmospheric gases, hydrogen, helium, carbon dioxide, acetylene and related products. Linde also produces and distributes in cylinders a wide range of specialty gases and mixtures. Cylinders may be delivered to the customer’s site or picked up by the customer at a packaging facility or retail store. Packaged gases are generally sold under one to three-year supply contracts and through purchase orders.

Engineering

Linde’s 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 expertise in the planning, design and construction of highly efficient plants for the production and processing of gases. With its state-of-the-art sustainable technologies Engineering also helps customers avoid, capture and utilize carbon dioxide emissions. Its technology portfolio covers the entire value chain for production, liquefaction, storage, distribution and application of hydrogen which supports the transition to clean energy. Its digital services and solutions increase plant efficiency and performance.

Linde's plants are used in a wide variety of fields: in the petrochemical and chemical industries, in refineries and fertilizer plants, to recover air gases, to produce synthesis gases, to treat natural gas and to produce noble gases. The Engineering business either supplies plant components directly to the customer or to the industrial gas business of Linde which operates the plants under a long-term gases supply contract.

Inventories – Linde carries inventories of merchant and cylinder gases and hardgoods to supply products to its customers on a reasonable delivery schedule. On-site plants and pipeline complexes have limited inventory. Inventory obsolescence is not material to Linde’s business.

Customers – Linde is not dependent upon a single customer or a few customers.

International – Linde is a global enterprise with approximately 65% of its 2024 sales outside of the United States. The company also 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, Sweden, and the Republic of South Africa); approximately 20 Asian and South Pacific countries (including China, Australia, India and South Korea); and approximately 20 countries in North and South America (including U.S., Canada, Mexico and Brazil).

The company also has equity method investments operating in Europe, Asia, and the Middle East.

Linde’s non-U.S. business is subject to risks customarily encountered in non-U.S. operations, including fluctuations in foreign currency exchange rates, import and export controls, and other economic, political and regulatory policies of local governments. Also, see Item 1A. “Risk Factors” and Item 7A. “Quantitative and Qualitative Disclosures About Market Risk.”

Seasonality – Linde’s business is generally not subject to seasonal fluctuations to any significant extent.

Research and Development – Linde’s research and development is directed toward development of gas processing, separation and liquefaction technologies, and clean energy technologies; improving distribution of industrial gases and the development of new markets and applications for these gases. This results in the development of new advanced air separation, hydrogen, synthesis gas, natural gas, adsorption and chemical process technologies; novel clean energy and carbon management solutions; as well as the frequent introduction of new industrial gas applications. Research and

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development is primarily conducted in Pullach, Germany, Tonawanda, New York, Burr Ridge, Illinois and Shanghai, China.

Patents and Trademarks – Linde owns or licenses a large number of patents that relate to a wide variety of products and processes. Linde’s patents expire at various times over the next 20 years. While these patents and licenses are considered important to its individual businesses, Linde does not consider its business as a whole to be materially dependent upon any one particular patent, or patent license, or family of patents. Linde also owns a large number of trademarks, of which the "Linde" trademark is the most significant.

Raw Materials and Energy Costs – Energy is the single largest cost item in the production and distribution of industrial gases. Most of Linde’s energy requirements are in the form of electricity, natural gas and diesel fuel for distribution. The company mitigates electricity, natural gas, and hydrocarbon price fluctuations contractually through pricing formulas, surcharges, cost pass–through and tolling arrangements.

The supply of energy has not typically been a significant issue in the geographic areas where the company conducts business. However, energy availability and price is unpredictable and may pose future risks.

For hydrogen, helium, carbon dioxide, carbon monoxide, and specialty gases, raw materials are largely purchased from outside sources. Linde has contracts or commitments for, 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 a mixture of local, regional and global players, all of which exert competitive pressure on the parties. In locations where Linde has pipeline networks, which enable the company to provide reliable and economic supply of products to larger customers, Linde derives a competitive advantage.

Competitors in the industrial gases industry include global and regional companies such as L’Air Liquide S.A., Air Products and Chemicals, Inc., Messer Group GmbH, Mitsubishi Chemical Holdings Corporation (through Taiyo Nippon Sanso Corporation) as well as an extensive number of small to medium size independent industrial gas companies which compete locally as producers or distributors. 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 retain qualified and committed employees is a prerequisite for the company’s 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 talent management. Executive variable compensation is assessed annually based on performance in financial measures as well as in several strategic non-financial areas, including talent management. The Human Capital Committee assists the Board in its oversight of Linde’s compensation policies and programs, particularly in regard to reviewing executive compensation for Linde’s executive officers. The Human Capital Committee also annually reviews the company’s management development and succession programs, diversity policies and objectives, and the associated programs to achieve those objectives. The global head of Human Resources reports to the Chief Executive Officer ("CEO").

Linde has aligned inclusion as a core value with its business strategies and implemented inclusive workforce development planning into business process and performance management. Advancing inclusivity is a line management responsibility and Linde seeks competitive advantage through proactive management of its talent pipeline and recruiting processes. Linde provides equal employment 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 performance and job level. Linde has collective bargaining agreements with unions at numerous locations throughout the world. Additional benefits are offered such as occupational pensions and contributions towards health insurance or medical screening, reflecting regional conditions and local competition. Senior managers participate directly in the company’s growth in value through the Long Term Incentive Plan of Linde plc. In addition, annually managers have the ability to grant leadership equity awards under the Long Term Incentive Plan to certain eligible employees. Linde also invests in professional development of its employees through formal and on-the-job training.

As of December 31, 2024, Linde had 65,289 employees worldwide comprised of approximately 28 percent women and 72 percent men. The total professional workforce is comprised of approximately 29 percent women and 71 percent men.

Environment – Information required by this item is incorporated herein by reference to the section captioned “Management’s Discussion and Analysis – Environmental Matters” in Item 7 of this 10-K.

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Available Information – The company makes its periodic and current reports available, free of charge, on or through its website, www.linde.com, as soon as practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission ("SEC"). Investors may also access from the company website other investor information such as press releases and presentations. Information on the company’s website is not incorporated by reference herein. In addition, the public may read and copy any materials filed with the SEC free of charge at the SEC’s website, www.sec.gov, that contains reports, proxy information statements and other information regarding issuers that file electronically.

Executive Officers – The following Executive Officers have been elected by the Board of Directors.

Sanjiv Lamba, 60, was appointed Chief Executive Officer of Linde effective March 1, 2022. Prior to being appointed CEO, he was Chief 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, Pacific segment of the Gases Division, for Global Gases Businesses Helium & Rare Gases, Electronics as well as Asia Joint Venture Management. Mr. Lamba started his career 1989 with BOC India in Finance where he progressed to become Director of Finance before being appointed as Managing Director for BOC’s India’s business in 2001. Throughout his years with BOC/Linde, he worked in various roles across a number of different geographies including Germany, the U.K., Singapore and India.

Guillermo Bichara, 50, is Executive Vice President and Chief Legal Officer. He previously served as Praxair’s Vice President and General Counsel. Mr. Bichara joined the company in 2006, first as Director of Legal Affairs at Praxair Mexico before being promoted to Vice President and General Counsel of Praxair Asia. He subsequently had responsibility for Europe, Mexico and corporate transactions before being promoted to Associate General Counsel and Assistant Secretary. Mr. Bichara previously held roles at Cemex and various global law firms.

Sean Durbin, 54, became Executive Vice President, North America effective September 1, 2023. Previously, he served as Executive Vice President, EMEA from April 2021 to September 2023 and Senior Vice President, Global Functions from July 2020. Mr. Durbin joined Praxair, Inc. in 1993 and served in various roles across operations, engineering, project management, business development and 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.

Kelcey E. Hoyt, 55, was appointed Senior Vice President of Accounting, Financial Planning & Analysis, and Sustainability in April 2024 and has served as the Chief Accounting Officer of Linde since October 2018. Prior to this, she served as Vice President and Controller of Praxair, Inc. beginning in August 2016. Prior to becoming Controller, she served as Praxair’s Director of Investor Relations beginning in 2010. She joined Praxair in 2002 and served as Director of Corporate Accounting and SEC Reporting through 2008, and later served as Controller for various divisions within Praxair’s North American Industrial Gas business. Prior to joining Praxair, she was in audit at KPMG, LLP.

Juergen Nowicki, 61, was appointed Executive Vice President and CEO, Linde Engineering in April 2020. Prior to this, he was Senior Vice President, Commercial, Linde Engineering. Mr. Nowicki joined Linde in 1991 as an Internal Auditor and held various positions in Finance and Controlling. In 2002, he was appointed CFO Linde Gas North America, USA, and was named Head of Finance and Control for The Linde Group in 2006. Nowicki assumed the role of Managing Director, Linde Engineering in 2011.

Binod Patwari, 54, was appointed Senior Vice President of Linde APAC in November 2024. Prior to this, he served as Managing Director of Region South Pacific. Mr. Patwari joined Linde in 1997 in India's Finance organization and held various positions in Finance and Operations including assignments in Asia, Australia and the United Kingdom. He later served as the Chief Financial Officer for the Asia-Pacific region and Head of Linde's ASEAN business where he oversaw operations across six countries.

Oliver Pfann, 56, was appointed Senior Vice President, EMEA effective September 1, 2023. Since 1995, Oliver Pfann has served in a range of roles at Linde. He began his career in Product Development and then as Sales Manager in Romania. He transitioned to Global Key Accounts and was named General Manager of Linde Italy in 2004. Since 2007, Pfann led a regional cluster in Eastern Europe with an increasing number of countries. In 2017, he was promoted to lead the Region UK, Ireland and Africa before assuming his assignment as Business President for Region Europe East in 2019.

David P. Strauss, 66, has been Executive Vice President and Chief Human Resources Officer since 2022. From 2018 to 2021, he was Senior Vice President and Chief Human Resources Officer. Mr. Strauss joined Linde in 1990 as an Applications Engineer before being promoted to lead the electronics materials business. From 2000 to 2013, he served as the General Manager for Linde Advanced Material Technologies Inc. (formerly “Praxair Surface Technologies, Inc.”). In 2013, he became Vice President of Safety, Health and Environment before being named Chief Human Resources Officer of Praxair, Inc., a position he held from 2016 until 2018.

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Matthew J. White, 52, became Executive Vice President and Chief Financial Officer of Linde in October 2018. He previously served as the Senior Vice President and Chief Financial Officer of Praxair, Inc. since January 1, 2014. Prior to this, Mr. White was President of Praxair Canada from 2011 to 2013. He joined Praxair in 2004 as finance director for the company’s largest business unit, North American Industrial Gases. In 2008, he became Vice President and Controller of Praxair, Inc., then was named Vice President and Treasurer in 2010. Before joining Praxair, White was Vice President, Finance, at Fisher Scientific and before that he held various financial positions, including group controller, at GenTek, a manufacturing and performance chemicals company.

ITEM 1A.     RISK FACTORS

Due to the size and geographic reach of the company’s operations, a wide range of factors, many of which are outside of the company’s control, could materially affect the company’s future operations and financial performance. Management believes the following risks may significantly impact the company:

Weakening economic conditions in markets in which Linde does business may adversely impact its financial results and/or cash flows.

Linde serves a diverse group of industries across more than 80 countries, which generally leads to financial stability through various business cycles. However, a broad decline in general economic or business conditions in the industries served by its customers could adversely affect the demand for Linde’s products and impair the ability of its customers to satisfy their obligations to Linde, resulting in uncollected receivables and/or unanticipated contract terminations or project delays. For example, global political and economic uncertainty could reduce investment activities of Linde’s customers, which could adversely affect Linde’s business.

In addition, many of Linde’s customers are in businesses that are cyclical in nature, such as the chemicals, metals and energy industries. Downturns in these industries may adversely impact Linde during these cycles. Additionally, such conditions could impact the utilization of Linde’s manufacturing capacity which may require it to recognize impairment losses on tangible assets such 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 supply of these materials could result in lost sales or reduced profitability.

Energy is the single largest cost item in the production and distribution of industrial gases. Most of Linde’s energy requirements are in the form of electricity, natural gas and diesel fuel for distribution. Linde attempts to minimize the financial impact of variability in these costs through the management of customer contracts and reducing demand through operational productivity and energy efficiency. Large customer contracts typically have escalation and pass-through clauses to recover energy and feedstock costs. Such attempts may not successfully mitigate cost variability, which could negatively impact Linde’s financial condition or results of operations. 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 pose future risk.

For hydrogen, helium, carbon dioxide, carbon monoxide, and specialty gases, raw materials are largely purchased from outside sources. Where feasible, Linde sources several of these raw materials, including hydrogen, carbon dioxide, and calcium carbide, as chemical or industrial byproducts. In addition, Linde has contracts or commitments for, or readily available sources of, most of these raw materials; however, their long-term availability and prices are subject to market conditions. A disruption in supply of such raw materials could impact Linde’s ability to meet contractual supply commitments.

Linde’s international operations are subject to the risks of doing business abroad and international events and circumstances may adversely impact its business, financial condition or results of operations.

Linde has substantial international operations which are subject to risks including devaluations in currency exchange rates, transportation delays and interruptions, political and economic instability and disruptions, restrictions on the transfer of funds, trade conflicts and the imposition of duties and tariffs, import and export controls, changes in governmental policies, labor unrest, possible nationalization and/or expropriation of assets, changes in U.S. and non-U.S. tax policies and compliance with governmental regulations. These events could have an adverse effect on the international operations of Linde in the future by reducing the demand for its products, decreasing the prices at which it can sell its products, reducing the revenue from international operations or otherwise having an adverse effect on its business.

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Currency exchange rate fluctuations and other related risks may adversely affect Linde's results.

Because a significant portion of Linde's revenue is denominated in currencies other than its reporting currency, the U.S. dollar, changes in exchange rates will produce fluctuations in revenue, costs and earnings and may also affect the book value of assets and liabilities and related equity. Although the company from time to time utilizes foreign exchange forward contracts to hedge these exposures, its efforts to minimize currency exposure through such hedging transactions may not be successful depending on market and business conditions. As a result, fluctuations in foreign currency exchange rates could adversely affect Linde’s financial condition, results of operations or cash flows.

Macroeconomic factors may impact Linde’s ability to obtain financing or increase the cost of obtaining financing which may adversely impact Linde’s financial results and/or cash flows.

Volatility and disruption in the U.S., European and global credit and equity markets, from time to time, could make it more difficult for Linde to obtain financing for its operations and/or could increase the cost of obtaining financing. In addition, Linde’s borrowing costs can be affected by short- and long-term debt ratings assigned by independent rating agencies which are based, in significant part, on its performance as measured by certain criteria such as interest coverage and leverage ratios. A decrease in these debt ratings could increase the cost of borrowing or make it more difficult to obtain financing.

An impairment of goodwill or intangible assets could negatively impact the company's financial results.

As of December 31, 2024, the net carrying value of goodwill and other indefinite-lived intangible assets was approximately $26 billion and $2 billion, respectively, primarily as a result of the business combination and the related acquisition method of accounting applied to the 2018 merger between Linde plc's predecessor companies. In accordance with generally accepted accounting principles, the company periodically assesses these assets to determine if they are impaired. Significant negative industry or economic trends, disruptions to business, unexpected significant changes or planned changes in use of the assets, divestitures and sustained market capitalization declines may result in recognition of impairments to goodwill or other indefinite-lived assets. Any charges relating to such impairments could have a material adverse impact on Linde's results of operations in the periods recognized.

Catastrophic events could disrupt the operations of Linde and/or its customers and suppliers and may have a significant adverse impact on the results of operations.

The occurrence of catastrophic events or natural disasters such as extreme weather, including hurricanes and floods; health epidemics; pandemics, such as COVID-19; and acts of war or terrorism, could disrupt or delay Linde’s ability to produce and distribute its products to customers and could potentially expose Linde to third-party liability claims. In addition, such events could impact Linde’s customers and suppliers resulting in temporary or long-term outages and/or the limitation of supply of energy and other raw materials used in normal business operations. Linde evaluates the direct and indirect business risks, consults with vendors, insurance providers and industry experts, makes investments in suitably resilient design and technology, and conducts regular reviews of the business risks with management. Despite these steps, however, these situations are outside Linde’s control and may have a significant adverse impact on its financial results.

The inability to attract and retain qualified personnel may adversely impact Linde’s business.

If Linde fails to attract, hire and retain qualified personnel, it may not be able to develop, market or sell its products or successfully manage its business. Linde is dependent upon a highly skilled, experienced and efficient workforce to be successful. Much of Linde’s competitive 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 the loss of key employees in very skilled areas could have a negative effect on Linde’s financial results.

If Linde fails to keep pace with technological advances in the industry or if new technology initiatives do not become commercially accepted, customers may not continue to buy Linde’s products and results of operations could be adversely affected.

Linde’s research and development is directed toward developing new and improved methods for the production and distribution of industrial gases, the design and construction of plants and toward developing new markets and applications for the use of industrial and process gases. This results in the introduction of new applications 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 such technologies within the global geographies in which Linde operates. These technologies help Linde to create a competitive advantage and to provide a platform to grow its business. If Linde’s research and

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development activities do not keep pace with competitors or if Linde does not create new technologies that benefit customers, future results of operations could be adversely affected.

Risks related to pension benefit plans may adversely impact Linde’s results of operations and cash flows.

Pension benefits represent significant financial obligations that will be ultimately settled in the future with employees who meet eligibility requirements. Because of the uncertainties involved in estimating the timing and amount of future payments and asset returns, significant estimates are required to calculate pension expense and liabilities related to Linde’s plans. Linde utilizes the services of independent actuaries, whose models are used to facilitate these calculations. Several key assumptions are used in the actuarial models to calculate pension expense and liability amounts recorded in the consolidated financial statements. In particular, significant changes in actual investment returns on pension assets, discount rates, or legislative or regulatory changes could impact future results of operations and required pension contributions.

Operational risks may adversely impact Linde’s business or results of operations.

Linde’s operating results are dependent on the continued operation of its production facilities and its ability to meet customer contract requirements and other needs. Insufficient or excess capacity threatens Linde’s ability to generate competitive profit margins and may expose Linde to liabilities related to contract commitments. Operating results are also dependent on Linde’s ability to complete new construction projects on time, on budget and in accordance with performance requirements. Failure to do so may expose Linde’s business to loss of revenue, potential litigation and loss of business reputation.

Also inherent in the management of Linde’s production facilities and delivery systems, including storage, vehicle transportation and 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 transportation accidents could result in loss of life, damage to the environment, loss of production and/or extensive property damage, all of which may negatively impact Linde’s financial results.

Linde may be subject to information technology system failures, network disruptions and breaches in data security.

Linde relies on information technology systems and networks for business and operational activities, and also stores and processes sensitive business and proprietary information in these systems and networks. These systems are susceptible to outages due to fire, flood, power loss, telecommunications failures, viruses, 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 have in the past been and in the future will likely be subject to increasingly sophisticated cyber attacks. Operational failures and breaches of security from such attempts could lead to the loss or disclosure of confidential information or personal data belonging to Linde or our employees and customers or suppliers. These failures and breaches could result in business interruption or malfunction and lead to legal or regulatory actions that could result in a material adverse impact on Linde’s operations, reputation and financial results. To date, such attempts have not had any significant impact on Linde's operations or financial results.

The inability to effectively integrate acquisitions or collaborate with joint venture partners could adversely impact Linde’s financial position and results of operations.

Linde has evaluated and expects to continue to evaluate, a wide array of potential strategic acquisitions and joint ventures. Many of these transactions, if consummated, could be material to its financial condition and results of operations. In addition, the process of integrating an acquired company, business or group of assets may create unforeseen operating difficulties and expenditures. Although historically Linde has been successful with its acquisition strategy and execution, the areas where Linde may face risks include:

•the need to implement or remediate controls, procedures and policies appropriate for a larger public company at companies that prior to the acquisition lacked these controls, procedures and policies;

•diversion of management time and focus from operating existing business to acquisition integration challenges;

•cultural challenges associated with integrating employees from the acquired company into the existing organization;

•the need to integrate each company’s accounting, management information, human resources and other administrative systems to permit effective management;

•difficulty with the assimilation of acquired operations and products;

•failure to achieve targeted synergies and cost reductions; and

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•inability 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 to integration of operations across different cultures and languages, currency risks and the particular economic, political and regulatory risks associated with specific countries.

Also, the anticipated benefit of potential future acquisitions may not materialize. Future acquisitions or dispositions could result in the incurrence of debt, contingent liabilities or amortization expenses, or impairments of goodwill, any of which could adversely impact Linde’s financial results.

Linde is subject to a variety of international laws and government regulations and changes in, or failure to comply with, these laws or regulations could have an adverse impact on the company’s 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 laws 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; and

•healthcare regulations.

Changes in these or other regulatory areas may impact Linde’s 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 penalties or sanctions, cancellation of marketing rights or restrictions on participation in, or even exclusion from, public tender proceedings, all of which could have a material adverse impact on Linde’s financial results and/or reputation.

Such changes may also restrict Linde’s ability to compete effectively in the marketplace. Changes to regulations in the areas of environmental protection and climate change, for example, may impact customer and competitor behavior driving structural changes in key end markets. While Linde will work to mitigate these risks through the pursuit of strategic alliances and investment in applications technologies to capture new growth areas, given the uncertainty about the type and scope of new regulations, it is difficult to predict how such changes and their impact on market behavior will ultimately impact Linde’s business. However, such changes could have a material adverse impact on Linde's 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 the applicable restrictions. These restrictions include prohibitions on the sale or supply of certain products, services and any other economic resources to embargoed or sanctioned countries, governments, persons and entities. Compliance with these restrictions requires, among other things, screening of business partners. Despite its commitment to legal compliance and corporate ethics, the company cannot ensure that its policies and procedures will always protect it from intentional, reckless or negligent acts committed by employees or agents under the applicable laws. If Linde fails to comply with laws governing the conduct of international operations, Linde may be subject to criminal and civil penalties and other remedial measures, which could materially adversely affect its reputation, business and results of operations.

The outcome of litigation or governmental investigations may adversely impact the company’s business or results of operations.

Linde’s subsidiaries are party to various lawsuits and governmental investigations arising in the ordinary course of business. Adverse outcomes in some or all of the claims pending may result in significant monetary damages or injunctive relief that could adversely affect Linde’s ability to conduct business. Linde and its subsidiaries may in the future become subject to further claims and litigation, which is impossible to predict. The litigation and other claims Linde faces are subject to inherent uncertainties. Legal or regulatory judgments or agreed settlements might give rise to expenses which are not covered, or are not fully covered, by insurance benefits and may also lead to negative publicity and reputational damage. An unfavorable outcome or determination could cause a material adverse impact on the company’s results of operations.

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Potential product defects or inadequate customer care may adversely impact Linde’s business or results of operations.

Risks associated with products and services may result in potential liability claims, the loss of customers or damage to Linde’s reputation. Principal possible causes of risks associated with products and services are product defects or an inadequate level of customer care when Linde is providing services.

Linde is exposed to legal risks relating to product liability in the countries where it operates, including countries such as the United States, where legal risks (in particular through class actions) have historically been more significant than in other countries. The outcome of any pending or future products and services proceedings or investigations cannot be predicted and legal or regulatory judgments 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 associated with the production, filling, storage, handling and transport of raw materials, goods or waste. Industrial gases are potentially hazardous substances and medical gases and the related healthcare services must comply with the relevant specifications in order to not adversely affect the health of patients treated with them.

Linde’s products and services, if defective or not handled or performed appropriately, may lead to personal injuries, business interruptions, 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 from certain market sectors deemed important for future development of the business and loss of reputation. All these consequences could have a material adverse effect on Linde’s business and results of operations.

U.S. civil liabilities may not be enforceable against Linde.

Linde is organized under the laws of Ireland and substantial portions of its assets are located outside of the United States. In addition, certain directors and officers of Linde and its subsidiaries reside outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon Linde or such persons, or to enforce outside the United States judgments obtained against such persons in U.S. courts in any action, including actions predicated upon the civil liability provisions of the U.S. federal securities laws. In addition, it may be difficult for investors to enforce, in original actions brought in courts 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 automatically enforceable in Ireland. There is no treaty between Ireland and the United States providing for the reciprocal enforcement of foreign judgments. The following requirements must be met before the foreign judgment will be deemed to be enforceable in Ireland (i) the judgment must be for a definite sum, (ii) the judgment must be final and conclusive; and (iii) the judgment must be provided by a court 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 Irish public policy; (iii) is in breach of natural justice; or (iv) if the judgment is irreconcilable with an earlier foreign judgment.

In addition, there is doubt as to whether an Irish court would accept jurisdiction and impose civil liability on Linde or such persons in an original action predicated solely upon the U.S. federal securities laws brought in a court of competent jurisdiction in Ireland against Linde or such member, officer or expert, respectively.

Changes in tax laws or policy could adversely impact the company’s financial position or results of operations.

Linde and its subsidiaries are subject to the tax rules and regulations in the U.S., Germany, Ireland, the U.K. and other countries in which they operate. Those tax rules and regulations are subject to change on a prospective or retroactive basis. Under current economic and political conditions tax rates and policies in any jurisdiction, including the U.S., the U.K. and the EU, are subject to significant changes which could result in a significant change to Linde's current and deferred income tax. In particular, since Linde is currently treated as U.K. tax resident, any potential changes in the tax rules applying to U.K. tax-resident companies would directly affect Linde.

A change in Linde’s tax residency could have a negative effect on the company’s future profitability and may trigger taxes on dividends or exit charges. If Linde ceases to be resident in the U.K. and becomes resident in another jurisdiction, it may be subject to U.K. exit charges, and/or could become liable for additional tax charges in the other jurisdiction. If Linde were to be treated as resident in more than one jurisdiction, it could be subject to duplicative taxation. Furthermore, although Linde is incorporated in Ireland and is not expected to be treated as a domestic corporation for U.S. federal income tax purposes, it is possible that the IRS could challenge this result or that changes in U.S. federal income tax law could alter this result.  If the IRS successfully asserted such a position or the law were to change, significant adverse tax consequences may result for Linde, the company and Linde’s shareholders.

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Changes in tax laws may result in higher tax expense and tax payments. In addition, changes in tax legislation and uncertainty about the tax environment in some regions may restrict Linde's opportunity to enforce its respective rights under the law. Linde also operates in countries with complex tax regulations which could be interpreted in different ways. Linde and its subsidiaries are subject 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 Linde’s or its subsidiaries’ financial statements and may materially affect their respective financial results for the period when such determination is made.

ITEM 1B.     UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 1C.    CYBERSECURITY

Risk Management & Strategy

Cybersecurity is identified as a top enterprise risk given the company's reliance on information technology systems and networks for business and operational activities. Linde has taken steps to address these risks and concerns by implementing cybersecurity and risk management processes that include advanced security technologies, internal controls, network and data center resiliency and disaster recovery processes.

Linde is implementing a series of security enhancements based on the Zero Trust principle. Linde maintains a Standard Operating Procedure for Global Security Incident Response that defines how Linde responds to cyber incidents, including escalation, reporting and remediation procedures. Dedicated cybersecurity teams conduct surveillance for potential threats and implement both procedural and technological controls to protect data and to maintain safe, uninterrupted operations. The company engages third parties in connection with these efforts to provide independent analysis and advice on cybersecurity risks, incidents and other cyber security related matters. In addition, to help our people recognize information and cybersecurity concerns and respond accordingly, Linde conducts mandatory trainings and cybersecurity awareness programs for employees.

Third party software providers that facilitate Linde’s business activities are also sources of cybersecurity risk for the company. Linde performs risk assessment procedures including evaluation of the overall health of the control environment for certain third-party providers.

Despite these steps, however, our information technology systems have in the past been and in the future will likely be subject to increasingly sophisticated cyber attacks. Operational failures and breaches of security from such attempts could lead to the loss or disclosure of confidential information or personal data belonging to Linde or our employees and customers or suppliers. These failures and breaches could result in business interruption or malfunction and lead to legal or regulatory actions that could result in a material adverse impact on Linde’s operations, reputation and financial results. To date, such attempts have not had any significant impact on Linde's operations or financial results.

Governance

Information and cybersecurity risk management fall under the oversight of the Audit Committee. The Audit Committee receives an annual review, followed by quarterly updates, of the Company’s cybersecurity systems, enhancements, strategies and risk management efforts, and the Chair of the Audit Committee will be promptly notified of any material cybersecurity breach incident. In addition, the full Board reviews cybersecurity as part of its regular risk reviews. Linde has appointed a Global Chief Information Officer (CIO) reporting to the Chief Financial Officer (CFO). A Chief Information Security Officer reports to the CIO and is supported by a global IT security team.

ITEM 2.     PROPERTIES

Linde's principal executive offices are located in leased office space in Woking, United Kingdom and owned office space in Danbury, Connecticut. Linde also owns principal administrative office space in Tonawanda, New York, United States and Pullach, Germany.

Due to the nature of Linde’s industrial gas products, it is generally uneconomical to transport most products distances greater than a few hundred miles from the production facility. As a result, Linde operates a significant number of production facilities spread globally 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 at December 31, 2024. Generally, these facilities are utilized and are sufficient to meet the company's manufacturing needs.

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Americas

The Americas segment operates production facilities primarily in the U.S., Canada, Mexico and Brazil, approximately 350 of which are mainly cryogenic air separation plants, hydrogen plants and carbon dioxide plants. There are five major pipeline complexes in North America located in northern Indiana, Houston, along the Gulf Coast of Texas, Detroit and Louisiana. Also located throughout the Americas are noncryogenic air separation plants, packaged gas facilities and other smaller plant facilities.

EMEA

The EMEA segment has production facilities primarily in Germany, the U.K., Eastern Europe, France, Sweden and the Republic of South Africa which include approximately 275 cryogenic air separation plants and carbon dioxide plants. Also located throughout Europe are noncryogenic air separation plants, pipelines, hydrogen, packaged gas facilities and other smaller plant facilities.

APAC

The APAC segment has production facilities located primarily in China, Australia, India, South Korea and Thailand, approximately 230 of which are cryogenic air separation plants and carbon dioxide plants. Also located throughout Asia are noncryogenic air separation plants, pipelines, hydrogen, packaged gas and other production facilities.

Engineering

The Engineering business designs and constructs turnkey process plants for third-party customers as well as for the gases businesses in many locations worldwide, such as air separation, hydrogen, synthesis, olefin and natural gas plants. Plant components are produced in owned factories in Tacherting, Germany; Hesingue, France; New York and Oklahoma, United States; and Dalian, China.

ITEM 3.     LEGAL PROCEEDINGS

Information required by this item is incorporated herein by reference to the section captioned “Notes to Consolidated Financial Statements – 17. Commitments and Contingencies” in Item 8 of this 10-K.

ITEM 4.     MINE SAFETY DISCLOSURES

Not Applicable.

PART II

ITEM 5.     MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Linde plc shares trade on the Nasdaq Stock Market LLC (“Nasdaq”) under the ticker symbol “LIN”. At December 31, 2024 there were 6,151 shareholders of record.

Purchases of Equity Securities – Certain information regarding purchases made by or on behalf of the company or any affiliated purchaser (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended) of its ordinary shares during the three months ended December 31, 2024 is provided below:

Period	Total<br><br>Number of<br><br>Shares<br><br>Purchased<br><br>(Thousands)	Average<br>Price Paid<br>Per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs (1) (Thousands)	Approximate Dollar Value of Shares that May Yet be Purchased Under the Programs (2) (Millions)
October 2024	354	$	473.37	354	$	13,083
November 2024	1,797	$	453.35	1,797	$	12,269
December 2024	817	$	442.94	817	$	11,907
Fourth Quarter 2024	2,968	$	452.87	2,968	$	11,907

(1)On October 23, 2023, the company's board of directors approved the repurchase of $15 billion of its ordinary shares ("2023 program") which could take place from time to time on the open market (and could include the use of 10b5-1 trading plans), subject to market and business conditions. The 2023 program began on October 23, 2023

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

(2)As of December 31, 2024, the company repurchased $3.1 billion of its ordinary shares pursuant to the 2023 program. As of December 31, 2024, $11.9 billion of share repurchases remain authorized under the 2023 program.

Peer Performance Table – The graph below compares the most recent five-year cumulative returns of Linde's ordinary shares with those of the Standard & Poor’s 500 Index ("SPX") and the S5 Materials Index ("S5MATR") which covers 28 companies, including Linde. The figures assume an initial investment of $100 on December 31, 2019 and that all dividends have been reinvested.

	2019	2020	2021	2022	2023	2024
LIN	$100	$126	$168	$161	$205	$211
SPX	$100	$118	$152	$125	$158	$197
S5MATR	$100	$121	$154	$135	$152	$152

ITEM 6.     RESERVED

Not applicable.

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ITEM 7.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the company’s financial condition and results of operations should be read together with its consolidated financial statements and notes to the consolidated financial statements included in Item 8 of this Form 10-K.

	Page
Business Overview	17
Executive Summary – Financial Results & Outlook	18
Consolidated Results and Other Information	19
Segment Discussion	24
Liquidity, Capital Resources and Other Financial Data	30
Off-Balance Sheet Arrangements	32
Critical Accounting Estimates	32
New Accounting Standards	34
Fair Value Measurements	34
Non-GAAP Financial Measures	35
Supplemental Guarantee Information	38

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BUSINESS OVERVIEW

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

Linde’s industrial gas operations are managed on a geographical basis and in 2024 89% of sales were generated by Linde's three geographic segments (Americas, EMEA and APAC) and the remaining 11% were related largely to the Engineering segment, and to a lesser extent Other (see Note 18 to the consolidated financial statements for operating segment details).

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

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

North and South America ("Americas")	Europe, Middle East and Africa (“EMEA”)	Asia and Pacific <br>(“APAC”)
United States	Germany	China
Brazil	United Kingdom	Australia
Mexico	Eastern Europe	South Korea
Canada		India

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

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EXECUTIVE SUMMARY – FINANCIAL RESULTS & OUTLOOK

2024 Year in review

•Sales of $33,005 million were flat versus 2023 sales. Sales increased 2% from higher price attainment primarily in the Americas and EMEA segments. Sales from volume were flat as growth from new project start-ups was offset by base volume declines. Cost pass-through, representing the contractual billing of energy cost variances primarily to onsite customers, decreased sales by 1% with minimal impact on operating profit. Currency translation decreased sales by 1%, largely in the Americas and APAC.

•Reported operating profit of $8,635 million was 8% above 2023 reported operating profit of $8,024 million. Adjusted operating profit of $9,720 million was 7% above 2023 adjusted operating profit of $9,070 million. The increase in the reported and adjusted operating profit was primarily driven by higher pricing and savings from productivity initiatives in 2024. These increases more than offset the adverse impacts of cost inflation and currency translation.*

•Net income - Linde plc of $6,565 million and diluted earnings per share of $13.62 increased from $6,199 million and $12.59, respectively in 2023. Adjusted net income - Linde plc of $7,475 million and adjusted diluted earnings per share of $15.51 were 7% above 2023 adjusted amounts.*

•Cash flow from operations of $9,423 million was $118 million above 2023. The increase was driven by higher net income, partially offset by higher net working capital requirements, including lower inflows for contract liabilities from engineering customer advance payments and higher cash taxes. Capital expenditures were $4,497 million; dividends paid were $2,655 million; net purchases of ordinary shares were $4,451 million; and debt borrowings, net were $3,167 million.

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

2025 Outlook

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

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CONSOLIDATED RESULTS AND OTHER INFORMATION

The discussion that follows includes a comparison of our results of operations and liquidity and capital resources for the years ended December 31, 2024 and 2023. For the discussion comparing the years ended December 31, 2023 and 2022, refer to Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Form 10-K for the year ended December 31, 2023.

The following table provides summary information for 2024 and 2023. The reported amounts are GAAP amounts from the Consolidated Statements of Income. The adjusted amounts are intended to supplement investors' understanding of the company's financial information and are not a substitute for GAAP measures.

(Millions of dollars, except per share data)<br><br>Year Ended December 31,	2024			2023			Variance
Reported Amounts
Sales	$	33,005		$	32,854		—	%
Cost of sales, exclusive of depreciation and amortization	$	17,143		$	17,492		(2)	%
As a percent of sales	51.9		%	53.2		%
Selling, general and administrative	$	3,337		$	3,295		1	%
As a percent of sales	10.1		%	10.0		%
Depreciation and amortization	$	3,780		$	3,816		(1)	%
Cost reduction program and other charges (a)	$	145		$	40		263	%
Other income (expense) - net	$	185		$	(41)		551	%
Operating profit	$	8,635		$	8,024		8	%
Operating margin	26.2		%	24.4		%
Interest expense - net	$	256		$	200		28	%
Net pension and OPEB cost (benefit), excluding service cost	$	(190)		$	(164)		16	%
Effective tax rate	23.4		%	22.7		%
Income from equity investments	$	170		$	167		2	%
Noncontrolling interests	$	(172)		$	(142)		21	%
Net Income – Linde plc	$	6,565		$	6,199		6	%
Diluted earnings per share	$	13.62		$	12.59		8	%
Diluted shares outstanding	482,092			492,290			(2)	%
Number of employees	65,289			66,323			(2)	%
Adjusted Amounts (b)
Operating profit	$	9,720		$	9,070		7	%
Operating margin	29.5		%	27.6		%
Net Income – Linde plc	$	7,475		$	6,989		7	%
Diluted earnings per share	$	15.51		$	14.20		9	%
Other Financial Data (b)
EBITDA	$	12,585		$	12,007		5	%
As percent of sales	38.1		%	36.5		%
Adjusted EBITDA	$	12,819		$	12,133		6	%
As percent of sales	38.8		%	36.9		%

________________________

(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 be found in the "Non-GAAP Financial Measures" section of this MD&A.

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Results of Operations

The following table provides a summary of changes in consolidated sales:

	2024 vs 2023
	% Change
Factors Contributing to Changes - Sales
Volume	—	%
Price/Mix	2	%
Cost pass-through	(1)	%
Currency	(1)	%
Acquisitions/Divestitures	—	%
Engineering	—	%
	—	%

2024 Compared With 2023

Sales

Linde sales were flat for the 2024 year versus 2023. Sales grew 2% from higher price attainment. Volumes were flat, as new project start-ups were largely offset by base volume declines. Cost pass-through, representing the contractual billing of energy cost variances primarily to onsite customers decreased sales by 1%, with minimal impact on operating profit. Currency translation decreased sales by 1%, primarily due to the weakening of the Brazilian real, Chinese yuan, and Mexican peso against the U.S. dollar.

Cost of sales, exclusive of depreciation and amortization

Cost of sales, exclusive of depreciation and amortization, decreased $349 million, or 2%, for the year primarily due to lower cost pass-through and productivity gains, which more than offset cost inflation. Cost of sales, exclusive of depreciation and amortization, was 51.9% and 53.2% of sales, in 2024 and 2023, respectively. The decrease as a percentage of sales was primarily due to higher pricing and lower cost pass-through.

Selling, general and administrative expenses

Selling, general and administrative expense ("SG&A") increased $42 million, or 1%, from $3,295 million in 2023 to $3,337 million in 2024 driven by higher costs. SG&A was 10.1% of sales in 2024 versus 10.0% in 2023. Currency impacts decreased SG&A by approximately $28 million in 2024.

Depreciation and amortization

Reported depreciation and amortization expense decreased $36 million, or 1%, versus 2023. The decrease is due to lower depreciation and amortization of assets acquired in the merger partially offset by the net impact of new project start ups.

On an adjusted basis, depreciation and amortization expense increased $32 million, or 1%, versus 2023. Currency impacts decreased depreciation and amortization by $17 million in 2024. Excluding currency, underlying depreciation and amortization increased due to the net impact of new project start ups.

Cost reduction program and other charges

Cost reduction program and other charges were $145 million and $40 million for 2024 and 2023, respectively. 2024 includes severance charges of $165 million, other cost reduction charges of $23 million, and other benefit of $43 million related to a divestiture in APAC. In 2023, the costs primarily related to severance in the Engineering segment and expenses incurred due to the intercompany reorganization.

On an adjusted basis, these charges have been excluded in both periods.

Other income (expense) - net

Reported other income (expense) - net was a benefit of $185 million in 2024 and expense of $41 million in 2023. In 2024, other income included a benefit of $41 million related to a settlement with a supplier in the Americas and $45 million in insurance recoveries primarily within the Other segment (Note 7).

Operating profit

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On a reported basis, operating profit increased $611 million in 2024, or 8%. The increase was primarily driven by higher pricing and savings from productivity initiatives, which more than offset the effects of cost inflation, cost reduction program and other charges and currency.

On an adjusted basis, which excludes the impacts of merger-related purchase accounting as well as cost reduction program and other charges, operating profit increased $650 million, or 7%, for 2024 versus 2023. Operating profit growth was driven by higher pricing and productivity initiatives, which more than offset the effects of cost inflation and currency during 2024. A discussion of operating profit by segment is included in the segment discussion that follows.

Interest expense - net

Reported interest expense – net in 2024 increased $56 million, or 28%, versus 2023. The increase was driven primarily by higher outstanding borrowings due to net issuances in 2024 and higher interest rates on borrowings.

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

Reported net pension and OPEB cost (benefit), excluding service cost were benefits of $190 million and $164 million in 2024 and 2023, respectively. The increase was driven primarily by a higher expected return on assets and lower interest cost due to decrease in benefit obligations, partially offset by lower amortization of deferred gains year-over-year. (see Note 16 to the consolidated financial statements).

Effective tax rate

The reported effective tax rate ("ETR") for 2024 was 23.4% versus 22.7% in 2023. The increase in the rate is primarily related to a prior year benefit from a net decrease in the company’s uncertain tax positions. On an adjusted basis, the ETR for 2024 was 23.4% versus 23.6% in 2023.

Income from equity investments

Reported income from equity investments for 2024 was $170 million as compared to $167 million in 2023. On an adjusted basis, income from equity investments for 2024 was $242 million versus $239 million million in 2023.

Noncontrolling interests

At December 31, 2024, noncontrolling interests consisted primarily of noncontrolling shareholders’ investments in APAC (primarily in China). Reported noncontrolling interests increased $30 million, from $142 million in 2023 to $172 million in 2024 and included the impact of a divestiture in the APAC segment.

Adjusted noncontrolling interests increased $14 million in 2024 as compared to 2023.

Net Income - Linde plc

Reported net income - Linde plc increased $366 million, or 6%. On an adjusted basis, which excludes the impacts of purchase accounting and cost reduction program and other charges, net income - Linde plc increased $486 million, or 7%, in 2024 versus 2023. On both a reported and adjusted basis, the increase was driven by higher operating profit.

Diluted earnings per share

Reported diluted earnings per share increased $1.03, or 8%, in 2024 as compared to 2023. On an adjusted basis, diluted EPS of $15.51 in 2024 increased $1.31 versus 2023. The increase on both a reported and adjusted basis is primarily due to higher net income - Linde plc and lower diluted shares outstanding.

Employees

The number of employees at December 31, 2024 was 65,289, a decrease of 2%, or 1,034 employees from 2023, driven primarily by the impact of cost reduction programs and a divestiture in APAC.

Other Financial Data

EBITDA increased to $12,585 million in 2024 from $12,007 million in 2023. Adjusted EBITDA increased to $12,819 million for 2024 as compared to $12,133 million in 2023. The increase in both periods was driven by higher operating profit versus prior year.

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

Other Comprehensive Income (Loss)

Other comprehensive income (loss) for the year ended December 31, 2024 was a loss of $1,126 million that resulted primarily from currency translation adjustments of $1,632 million partially offset by gains related to change in funded status of retirement plans of $519 million. The translation adjustments reflect the impact of translating local currency

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foreign subsidiary financial statements to U.S. dollars, and are largely driven by the movement of the U.S. dollar against major currencies including the Euro, British pound and the Chinese yuan. See the "Currency" section of the MD&A for exchange rates used for translation purposes and Note 7 to the consolidated financial statements for a summary of the currency translation adjustment component of accumulated other comprehensive income (loss) by segment.

Related Party Transactions

The company’s related parties are primarily unconsolidated equity affiliates. The company did not engage in any material transactions involving related parties that included terms or other aspects that differ from those which would be negotiated with independent parties.

Environmental Matters

Linde’s principal operations relate to the production and distribution of atmospheric and other industrial gases, many of which are used to help customers reduce their emissions. Worldwide costs relating to environmental protection may continue to grow due to increasingly stringent laws and regulations. In addition, Linde may face physical risks from climate change and extreme weather.

Climate Change

Linde operates in jurisdictions that have, or are developing, laws and/or regulations to reduce or mitigate the adverse effects of greenhouse gas ("GHG") emissions and therefore faces a highly uncertain regulatory environment in this area. Linde continues to evaluate ongoing regulatory changes and assess appropriate response. For example, the U.S. Environmental Protection Agency ("EPA") has promulgated rules requiring reporting of GHG emissions to which Linde, its suppliers and customers are subject to. EPA has also promulgated regulations to restrict GHG emissions, including final rules regulating GHG emissions from light-duty vehicles and certain large manufacturing facilities, including some of Linde’s suppliers and customers. In addition to these developments in the United States, several other countries worldwide have implemented carbon taxation or trading systems which impact the company and its customers, including regulations in China, Singapore and the European Union. Among other impacts, such regulations are expected to affect the cost of energy, which is a significant cost for Linde. Nevertheless, Linde's long-term customer contracts typically provide rights to recover increased electricity, natural gas, and other costs that are incurred by the company as a result of climate change regulation.

Linde anticipates continued growth in hydrogen sales due to increased focus on decarbonization projects. Traditionally, hydrogen production plants and a large number of other manufacturing and electricity-generating plants have been identified as sources of carbon dioxide emissions and these plants are subject to cap-and-trade regulations in jurisdictions including California and the European Union. Linde believes it will be able to mitigate the costs of these regulations through the terms of its product supply contracts. However, legislation that limits GHG emissions may impact growth by increasing capital, compliance, operating and maintenance 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 actions. Among others, actions include: increasing relevant resources and training; maintaining contingency plans; obtaining advice and counsel from expert vendors, insurance providers and industry experts; incorporating GHG provisions in commercial agreements; and conducting regular reviews of the business risks with management. Although there are considerable uncertainties, Linde believes that the business risk from potential regulations can be effectively managed through its commercial contracts. Additionally, Linde’s plant design, operations, and risk management teams are engaged to manage and mitigate losses from physical climate change, and the company does not anticipate material effects regarding its plant operations or business arising from potential physical risks of climate change.

Linde continuously seeks opportunities to optimize energy use and GHG emissions through research and development in customer applications and operational energy efficiency, sourcing low-carbon source energy, and purchasing hydrogen as a chemical byproduct where feasible. Linde tracks GHG emission performance versus targets and reports regularly to business management and annually to Linde's Board of Directors. The Sustainability Committee is responsible for oversight of the Company's programs and policies related to environmental matters, including climate change, greenhouse gas reduction goals and decarbonization 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, such as the Inflation Reduction Act in the U.S., which provides for investments in production of clean hydrogen and decarbonization technologies. Other factors include governmental regulation of GHG and other emissions; uncertain costs of energy and certain natural resources; the development of renewable energy alternatives; and new technologies that help extract natural gas, improve air quality, increase energy efficiency and mitigate the impacts of climate change. Linde

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continues to develop new applications that can help customers lower emissions by reducing energy consumption and increasing product throughput. Stricter regulation of water quality in emerging economies such as China provide a growing market for a number of gases, e.g., oxygen for wastewater treatment. Increased concern about drought in areas such as California and Australia may create additional markets for carbon dioxide for desalination. Renewable fuel standards in the European Union and U.S. can create a market for second-generation biofuels which use industrial gases such as oxygen, carbon dioxide, and hydrogen.

Costs Relating to the Protection of the Environment

The environmental protection costs incurred in 2024 were not significant. Linde anticipates that future annual environmental protection expenditures will be similar to 2024, subject to any significant changes in existing laws and regulations. Based on historical results and current estimates, management does not believe that environmental expenditures will have a material adverse effect on the consolidated financial position, the consolidated results of operations or cash flows in any given year.

Legal Proceedings

See Note 17 to the consolidated financial statements for information concerning legal proceedings.

Retirement Benefits

Pensions

The net periodic benefit cost (benefit) was a benefit of $106 million, $80 million and $110 million in 2024, 2023 and 2022, respectively.

The funded status (pension benefit obligation ("PBO") less the fair value of plan assets) for the U.S. plans was a surplus of $86 million and deficit of $137 million at December 31, 2024 and 2023, respectively. The funded status for non-U.S. plans was a surplus of $464 million and deficit of $207 million at December 31, 2024 and 2023, respectively. During 2024, the U.S. and non U.S plans derived a benefit from actuarial gains due to higher discount rate environment.

Global pension contributions were $35 million in 2024, $46 million in 2023, and $51 million in 2022. At a minimum, Linde contributes to its pension plans to comply with local regulatory requirements (e.g., ERISA in the U.S.). Discretionary contributions in excess of the local minimum requirements are made based on many factors, including long-term projections of the plans' funded status, the economic environment, potential risk of overfunding, pension insurance costs and alternative uses of cash. Changes to these factors can impact the timing of discretionary contributions from year to year. Estimated required contributions for 2025 are currently expected to be in the range of $25 million to $35 million.

Linde assumes expected returns on plan assets for 2025 of 7.00% and 6.02% for the U.S. and non-U.S. plans, respectively, which are consistent with the long-term expected returns on its investment portfolios.

Excluding the impact of any settlements, 2025 consolidated pension expense is expected to be a benefit of approximately $145 million. The benefit derived from the expected return on assets assumption for Linde's most significant plans is anticipated to more than offset the expense from service and interest cost accruals and the higher amortization of deferred losses.

Refer to the Critical Accounting Estimates section and Note 16 to the consolidated financial statements for a more detailed discussion of the company’s retirement benefits, including a description of the various retirement plans and the assumptions used in the calculation of net periodic benefit cost (benefit) and funded status.

Insurance

Linde purchases insurance to limit a variety of property and casualty risks, including those related to property, business interruption, third-party liability and workers’ compensation. Currently, the company self retains up to $10 million per occurrence for vehicle liability in the United States and $5 million per occurrence for workers' compensation and general liability. Through December 31, 2024, the company self retained risk up to €5 to €7.5 million at its various properties worldwide for property damage resulting from fire, flood and other perils affecting its properties along with a separate €5 to €7.5 million deductible on business interruption resulting from a major peril loss. As of January 1, 2025 Linde has a captive insurance company that provides coverage for up to $50 million per event, and $100 million, in the annual aggregate, of losses above local deductibles for property damage and business interruption at the group’s sites globally. To mitigate the risk of losses above these self retention levels, the company purchases catastrophic insurance coverage from highly rated insurance companies.

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At December 31, 2024 and 2023, the company had recorded a total of $80 million and $75 million, respectively, representing an estimate of the retained liability for the ultimate cost of claims incurred and unpaid as of the balance sheet dates. The estimated liability is established using statistical analysis and is based upon historical experience, actuarial assumptions and professional judgment. These estimates are subject to the effects of trends in loss severity and frequency and are subject to a significant degree of inherent variability. If actual claims differ from the company’s estimates, they will be adjusted at that time and financial results could be impacted.

Linde recognizes estimated insurance proceeds relating to damages at the time of loss only to the extent of incurred losses. Any insurance recoveries for business interruption and for property damages in excess of the net book value of the property are recognized only when realized or pending payments confirmed by its insurance companies.

SEGMENT DISCUSSION

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

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

The company’s measure of profit/loss for segment reporting purposes is segment operating profit. Segment operating profit is defined as operating profit excluding purchase accounting impacts of the Linde AG merger, cost reduction program and other charges, and items not indicative of ongoing business trends. This is the manner in which the company’s Chief Operating Decision Maker ("CODM") assesses performance and allocates resources.

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The table below presents sales and operating profit information about reportable segments and Other for the years ended December 31, 2024 and 2023.

(Millions of dollars)<br><br>Year Ended December 31,	2024		2023		Variance
Sales
Americas	$	14,442	$	14,304	1	%
EMEA	8,352		8,542		(2)	%
APAC	6,632		6,559		1	%
Engineering	2,322		2,160		8	%
Other	1,257		1,289		(2)	%
Total sales	$	33,005	$	32,854	—	%
Operating Profit
Americas	$	4,550	$	4,244	7	%
EMEA	2,780		2,486		12	%
APAC	1,918		1,806		6	%
Engineering	410		491		(16)	%
Other	62		43		44	%
Segment operating profit	9,720		9,070		7	%
Reconciliation to reported operating profit:
Cost reduction program and other charges (Note 3)	(145)		(40)
Purchase accounting impacts - Linde AG	(940)		(1,006)
Total operating profit	$	8,635	$	8,024

Americas

(Dollar amounts in millions)							Variance
Year Ended December 31,	2024			2023			2024 vs 2023
Sales	$	14,442		$	14,304		1	%
Operating profit	$	4,550		$	4,244		7	%
As a percent of sales	31.5		%	29.7		%					2024 vs 2023
---	---	---
	% Change
Factors Contributing to Changes - Sales
Volume	—	%
Price/Mix	3	%
Cost pass-through	(1)	%
Currency	(2)	%
Acquisitions/Divestitures	1	%
	1	%

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

Sales

Sales for the Americas segment increased $138 million, or 1%, in 2024 versus 2023. Higher pricing contributed 3% to sales. The impact of net acquisitions increased sales by 1%. Cost past-through decreased sales by 1% with minimal impact

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on operating profit. Currency translation decreased sales by 2% driven primarily by the weakening of the Brazilian real and Mexican peso against the U.S. Dollar. Volumes remained flat due base volume declines largely offset by project start-ups.

Operating Profit

Operating profit in the Americas segment increased $306 million, or 7%, in 2024 versus 2023 driven primarily by higher pricing, continued productivity initiatives and a settlement gain with a supplier, which more than offset cost inflation.

EMEA

(Dollar amounts in millions)							Variance
Year Ended December 31,	2024			2023			2024 vs 2023
Sales	$	8,352		$	8,542		(2)	%
Operating profit	$	2,780		$	2,486		12	%
As a percent of sales	33.3		%	29.1		%					2024 vs 2023
---	---	---
	% Change
Factors Contributing to Changes - Sales
Volume	(1)	%
Price/Mix	3	%
Cost pass-through	(4)	%
Currency	—	%
Acquisitions/Divestitures	—	%
	(2)	%

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

Sales

EMEA segment sales decreased $190 million, or 2%, in 2024 versus 2023. Cost pass-through decreased sales by 4% with minimal impact on operating profit. Higher price attainment increased sales by 3%. Volumes decreased sales by 1% led by the manufacturing end market. Currency translation was flat.

Operating Profit

Operating Profit for the EMEA segment increased $294 million, or 12%, in 2024 versus 2023. The increase was driven primarily by higher pricing and continued productivity initiatives, partially offset by cost inflation and lower volumes.

APAC

(Dollar amounts in millions)							Variance
Year Ended December 31,	2024			2023			2024 vs 2023
Sales	$	6,632		$	6,559		1	%
Operating profit	$	1,918		$	1,806		6	%
As a percent of sales	28.9		%	27.5		%

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	2024 vs 2023
	% Change
Factors Contributing to Changes - Sales
Volume	2	%
Price/Mix	—	%
Cost pass-through	1	%
Currency	(2)	%
Acquisitions/Divestitures	—	%
	1	%

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

Sales

Sales for the APAC segment increased $73 million, or 1%, in 2024 versus 2023. Volumes increased 2% including project start-ups in the electronics end market. Currency translation decreased sales by 2% driven primarily by the weakening of the Korean won and Chinese yuan against the U.S. Dollar. Cost pass-through increased sales by 1% with minimal impact on operating profit. Pricing was flat.

Operating Profit

Operating profit in the APAC segment increased $112 million, or 6%, in 2024 versus 2023. The increase was primarily driven by volume including project start-ups and continued productivity initiatives which more than offset the impact of currency and cost inflation.

Engineering

(Dollar amounts in millions)							Variance
Year Ended December 31,	2024			2023			2024 vs 2023
Sales	$	2,322		$	2,160		8	%
Operating profit	$	410		$	491		(16)	%
As a percent of sales	17.7		%	22.7		%					2024 vs 2023
---	---	---
	% Change
Factors Contributing to Changes - Sales
Currency	—	%
Other	8	%
	8	%

Sales

Engineering segment sales increased $162 million, or 8%, in 2024 versus 2023 driven by project timing.

Operating profit

Engineering segment operating profit decreased $81 million, or 16%, in 2024 versus 2023 due to larger benefits in the prior year from higher margin on lawful wind down of projects subject to sanctions in Russia.

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Other

(Dollar amounts in millions)							Variance
Year Ended December 31,	2024			2023			2024 vs 2023
Sales	$	1,257		$	1,289		(2)	%
Operating profit	$	62		$	43		44	%
As a percent of sales	4.9		%	3.3		%					2024 vs 2023
---	---	---
	% Change
Factors Contributing to Changes - Sales
Volume/Price	(2)	%
Currency	—	%
Acquisitions/Divestitures	—	%
	(2)	%

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

Sales

Sales for Other decreased $32 million, or 2%, in 2024 versus 2023. Underlying sales decreased 2% in 2024 versus 2023 primarily due to lower volumes in global helium and LAMT. The impact of currency translation was flat in 2024 versus 2023.

Operating profit

Operating profit in Other increased $19 million, or 44%, in 2024 versus 2023. The increase was driven by insurance recovery for LAMT partially offset by higher costs due to helium.

Currency

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

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

	Percentage of 2024 Consolidated Sales			Exchange Rate for Statements of Income				Exchange Rate for Balance Sheet
			Average Year Ended December 31,				December 31,
Currency			2024		2023		2024		2023
Euro	18	%		0.92		0.92		0.97		0.92
Chinese yuan	8	%		7.20		7.08		7.30		7.10
British pound	5	%		0.78		0.80		0.80		0.79
Australian dollar	4	%		1.52		1.50		1.62		1.47
Brazilian real	4	%		5.37		4.99		6.18		4.86
Mexican peso	3	%		18.22		17.71		20.83		16.97
Canadian dollar	3	%		1.37		1.35		1.44		1.32
Korean won	3	%		1,363		1,306		1,472		1,288
Indian rupee	2	%		83.67		84.51		85.61		83.21
South African rand	1	%		18.32		18.43		18.84		18.36
Swedish krona	1	%		10.57		10.60		11.07		10.07
Thailand bhat	1	%		35.24		34.78		34.09		34.14

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LIQUIDITY, CAPITAL RESOURCES AND OTHER FINANCIAL DATA

(Millions of dollars)<br><br>Year Ended December 31,	2024		2023
Net Cash Provided by (Used for)
Operating Activities
Net income (including noncontrolling interests)	$	6,737	$	6,341
Non-cash charges (credits):
Add: Cost reduction program and other charges, net of payments (a)	31		(118)
Add: Depreciation and amortization	3,780		3,816
Add (Less): Deferred income taxes	(142)		(84)
Add (Less): Non-cash charges and other	88		184
Net income adjusted for non-cash charges and other	10,494		10,139
Less: Pension contributions	(35)		(46)
Add (Less): Working capital	(845)		(483)
Add (Less): Other	(191)		(305)
Net cash provided by (used for) operating activities	$	9,423	$	9,305
Investing Activities
Capital expenditures	$	(4,497)	$	(3,787)
Acquisitions, net of cash acquired	(317)		(953)
Divestitures, net of cash divested and asset sales	170		70
Net cash provided by (used for) investing activities	$	(4,644)	$	(4,670)
Financing Activities
Debt increases (decreases) – net	$	3,167	$	1,060
Issuances (purchases) of ordinary shares – net	(4,451)		(3,925)
Cash dividends – Linde plc shareholders	(2,655)		(2,482)
Noncontrolling interest transactions and other	(420)		(53)
Net cash provided by (used for) financing activities	$	(4,359)	$	(5,400)
Effect of exchange rate changes on cash	$	(234)	$	(7)
Cash and cash equivalents, end-of-period	$	4,850	$	4,664

____________________

(a)See Note 3 to the consolidated financial statements.

Cash increased $186 million in 2024 versus 2023. The primary sources of cash in 2024 were cash flows from operations of $9,423 million and net debt borrowings of $3,167 million. The primary uses of cash included capital expenditures of $4,497 million, net purchases of ordinary shares of $4,451 million, and cash dividends to shareholders of $2,655 million.

2024 compared with 2023

Cash Flows From Operations

Cash flows from operations was $9,423 million, an increase of $118 million from 2023. The increase was primarily attributable to higher net income, which was partially offset by higher net working capital requirements, including lower inflows for contract liabilities from engineering customer advance payments, and higher cash taxes.

Investing

Net cash used for investing activities was $4,644 million in 2024 compared to $4,670 million in 2023. The decrease was due to lower acquisition spend and higher proceeds from divestiture and asset sales, which more than offset higher capital expenditures.

Capital expenditures in 2024 were $4,497 million, an increase of $710 million from 2023. Capital expenditures during 2024 related primarily to investments in new plant and production equipment for backlog growth requirements.

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Approximately 58% of the capital expenditures were in the Americas segment with 22% in the APAC segment and the rest largely in the EMEA segment.

At December 31, 2024, Linde's sale of gas backlog of large projects under construction was approximately $7.1 billion. This represents the total estimated capital cost of large plants under construction.

Acquisitions, net of cash acquired for 2024 were $317 million, a decrease of $636 million from 2023. In 2024, acquisitions were primarily related to packaged gas businesses in the Americas. Acquisitions in the prior year were $953 million related primarily to the acquisition of nexAir in the Americas (see Note 2 to the consolidated financial statements).

Divestitures, net of cash divested and asset sales in 2024 were $170 million compared with $70 million in 2023. Divestiture proceeds in 2024 include $69 million in net proceeds for a divestiture in APAC and a settlement with a supplier in the Americas.

Financing

Linde’s financing strategy is to secure long-term committed funding by issuing public notes and debentures and commercial paper backed by a long-term bank credit agreement. Linde’s international operations are funded through a combination of local borrowing and intercompany funding to minimize the total cost of funds and to manage and centralize currency exchange exposures. As deemed necessary, Linde manages its exposure to interest-rate changes through the use of financial derivatives (see Note 12 to the consolidated financial statements and Item 7A. Quantitative and Qualitative Disclosures About Market Risk).

Cash used for financing activities was $4,359 million in 2024 compared to $5,400 million in 2023. Cash provided by debt was $3,167 million in 2024 versus $1,060 million in 2023, driven primarily by higher net debt issuances partially offset by lower commercial paper issuances in 2024. In February 2024, Linde repaid €550 million of 1.20% notes that became due and issued €700 million of 3.00% notes due in 2028, €850 million of 3.20% notes due in 2031 and €700 million of 3.40% notes due in 2036. In May 2024, Linde repaid €300 million of 1.875% notes that became due. In June 2024, Linde issued €750 million of 3.375% notes due in 2030, €750 million of 3.500% notes due in 2034 and €700 million of 3.75% notes due in 2044. In December 2024, Linde repaid $300 million of 4.800% notes that became due.

In February 2025, Linde issued €850 million of 2.625% notes due in 2029, €750 million of 3.00% notes due in 2033 and €650 million of 3.25% notes due in 2037. Linde redeemed $600 million of 4.70% notes that were due in 2025.

Net purchases of ordinary shares were $4,451 million in 2024 versus $3,925 million in 2023. For additional information related to share repurchase programs, see Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Cash dividends increased to $2,655 million in 2024 versus $2,482 million in 2023 driven primarily by a 9% increase in dividends per share to $5.56 per share from $5.10 per share, partially offset by lower shares outstanding. Cash used for Noncontrolling interest transactions and other was $420 million for the year ended December 31, 2024 versus cash used of $53 million for the respective 2023 period, primarily driven by financing related derivative outflows.

Linde’s total net debt outstanding at December 31, 2024 was $16,773 million, $2,064 million higher than $14,709 million at December 31, 2023. The December 31, 2024 net debt balance includes $21,140 million in public securities, and $483 million representing primarily worldwide bank borrowings, net of $4,850 million of cash. Linde’s global effective borrowing rate was approximately 2.5% for 2024.

The company believes that it has sufficient operating flexibility, cash reserves, and funding sources to maintain adequate amounts of liquidity to meet its business needs around the world. At December 31, 2024, Linde's credit ratings as reported by Standard & Poor’s and Moody’s were A-1 and P-1 for short-term debt, respectively, and A and A2 for long-term debt, respectively. The company maintains a $5 billion and a $1.5 billion unsecured and undrawn revolving credit agreements with no associated financial covenants. No borrowings were outstanding under the credit agreements as of December 31, 2024. The company does not anticipate any limitations on its ability to access the debt capital markets and/or other external funding sources and remains committed to its strong ratings from Moody’s and Standard & Poor’s.

Note 11 to the consolidated financial statements includes information with respect to the company’s debt activity, current debt position, debt covenants and the available credit facilities; and Note 12 includes information relating to derivative financial instruments. Linde's credit facilities are with major financial institutions and are non-cancelable until maturity. Therefore, the company believes the risk of the financial institutions being unable to make required loans under the credit facilities, if requested, to be low. Linde’s major bank credit and long-term debt agreements contain standard covenants. The company was in compliance with these covenants at December 31, 2024 and expects to remain in compliance for the foreseeable future.

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OFF-BALANCE SHEET ARRANGEMENTS

As discussed in Note 17 to the consolidated financial statements, at December 31, 2024, Linde had undrawn outstanding letters of credit, bank guarantees and surety bonds entered into in connection with normal business operations and they are not reasonably likely to have a material impact on Linde’s consolidated financial condition, results of operations, or liquidity.

CRITICAL ACCOUNTING ESTIMATES

The policies discussed below are considered by management to be critical to understanding Linde’s financial statements and accompanying notes prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). Their application places significant importance on management’s judgment as a result of the need to make estimates of matters that are inherently uncertain. Linde’s financial position, results of operations and cash flows could be materially affected if actual results differ from estimates made. These policies are determined by management and have been reviewed by Linde’s Audit Committee.

Revenue Recognition

Long-Term Construction Contracts

The company designs and manufactures equipment for air separation and other varied gas production and processing plants manufactured specifically for end customers. Revenues for sale of equipment contracts are generally recognized over time as Linde has an enforceable right to payment for performance completed to date and performance does not create an asset with alternative use. For contracts recognized over time, revenue is recognized primarily using a cost incurred input method. Costs incurred to date relative to total estimated costs at completion are used to measure progress toward satisfying performance obligations. The result is applied to total expected revenue and results in financial statement recognition of revenue in addition to costs incurred to date. Any expected loss on a contract is recognized as an expense immediately. Contract modifications are typically accounted for as part of the existing contract and are recognized as a cumulative adjustment for the inception-to-date effect of such change. We assess performance as progress towards completion is achieved on specific projects, earnings will be impacted by changes to our forecast of revenues and costs on these projects.

The cost incurred input method places considerable importance on accurate estimates of the extent of progress towards completion and may involve estimates on the scope of deliveries and services required to fulfill the contractually defined obligations. The key source of estimation uncertainty is the total estimated costs at completion including material, labor and overhead costs and the resultant state of completion of the contracts. There are inherent uncertainties associated with the estimation process, including technical complexity, duration of construction cycle, potential cost inflation (whether equipment or manpower), and scope considerations all of which may affect the total estimation process. Changes in these estimates may lead to a significant impact on future financial statements.

Pension Benefits

Pension benefits represent financial obligations that will be ultimately settled in the future with employees who meet eligibility requirements. Because of the uncertainties involved in estimating the timing and amount of future payments, significant estimates are required to calculate pension expense and liabilities related to the company’s plans. The company utilizes the services of independent actuaries, whose models are used to facilitate these calculations.

Several key assumptions are used in actuarial models to calculate pension expense and liability amounts recorded in the financial statements. Management believes the three most significant variables in the models are the expected long-term rate of return on plan assets, the discount rate, and the expected rate of compensation increase. The actuarial models also use assumptions for various other factors, including long-term inflation rates, employee turnover, retirement age, and mortality. Linde management believes the assumptions used in the actuarial calculations are reasonable, reflect the company’s experience and expectations for the future and are within accepted practices in each of the respective geographic locations in which it operates. Actual results in any given year will often differ from actuarial assumptions because of economic and other factors. The sensitivities to each of the key assumptions presented below exclude the impact of special items that occurred during the year.

The weighted-average expected long-term rates of return on pension plan assets were 7.00% for U.S. plans and 6.02% for non-U.S. plans at December 31, 2024 (7.00% and 5.64%, respectively at December 31, 2023). The expected long-term rate of return on the U.S. and Non-U.S. plan assets is estimated based on the plans' investment strategy and asset allocation, historical capital market performance and, to a lesser extent, historical plan performance. A 0.50% change in these expected long-term rates of return, with all other assumptions held constant, would change Linde’s pension expense by approximately $44 million.

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The company has consistently used a market-related value of assets rather than the fair value at the measurement date to determine annual pension expense. The market-related value recognizes investment gains or losses over a five-year period. As a result, changes in the fair value of assets from year to year are not immediately reflected in the company’s annual pension expense. Instead, annual pension expense in future periods will be impacted as deferred investment gains or losses are recognized in the market-related value of assets over the five-year period. The consolidated market-related value of assets was $8,839 million, or $713 million higher than the fair value of assets of $8,126 million at December 31, 2024. These net deferred investment losses of $713 million will be recognized in the calculation of the market-related value of assets ratably over the next four years and will impact future pension expense. Future actual investment gains or losses will impact the market-related value of assets and, therefore, will impact future annual pension expense in a similar manner.

Discount rates are used to calculate the present value of plan liabilities and pension costs and are determined annually by management. The company measures the service and interest cost components of pension and OPEB expense for significant U.S. and non-U.S. plans using the spot rate approach. U.S. plans that do not use the spot rate approach continue to determine discount rates by using a cash flow matching model provided by the company's independent actuaries. The model includes a portfolio of corporate bonds graded AA or better by at least half of the ratings agencies and matches the U.S. plans' projected cash flows to the calculated spot rates. Discount rates for the remaining Non-U.S. plans are based on market yields for high-quality fixed income investments representing the approximate duration of the pension liabilities on the measurement date. Refer to Note 16 to the consolidated financial statements for a summary of the discount rates used to calculate plan liabilities and benefit costs, and to the Retirement Benefits section of the Consolidated Results and Other Information section of this MD&A for a further discussion of 2024 benefit costs. A 0.50% reduction in discount rates, with all other variables held constant, would increase Linde’s pension expense by approximately $1 million whereas a 0.50% increase in discount rates would result in a decrease of $5 million. A 0.50% reduction in discount rates would increase the PBO by approximately $429 million whereas a 0.50% increase in discount rates would have a favorable impact to the PBO of approximately $392 million.

The weighted-average expected rate of compensation increase was 3.50% for U.S. plans and 2.55% for non-U.S. plans at December 31, 2024 (3.50% and 2.58%, respectively, at December 31, 2023). The estimated annual compensation increase is determined by management every year and is based on historical trends and market indices. A 0.50% change in the expected rate of compensation increase, with all other variables held constant, would change Linde’s pension expense by approximately $4 million and would impact the PBO by approximately $33 million.

Asset Impairments

Goodwill and Other Indefinite-Lived Intangibles Assets

At December 31, 2024, the company had goodwill of $25,937 million and $1,650 million of other indefinite-lived intangible assets. Goodwill represents the aggregate of the excess consideration paid for acquired businesses over the fair value of the net assets acquired. Indefinite-lived other intangibles relate to the Linde name.

The company performs a goodwill impairment test annually as of October 1 or more frequently if events or circumstances indicate that an impairment loss may have been incurred. The impairment test performed during the fourth quarter of 2024 indicated no impairment. At December 31, 2024, Linde’s enterprise value was approximately $215 billion (outstanding shares multiplied by the year-end stock price plus net debt, and without any control premium) while its total capital was approximately $56 billion.

The impairment test allows an entity to first assess qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than carrying value. If it is determined that it is more likely than not that the fair value of a reporting unit is less than carrying value then the company will estimate and compare the fair value of its reporting units to their carrying value, including goodwill. Reporting units are determined based on one level below the operating segment level.

Management believes that the quantitative and qualitative factors used to perform its annual goodwill impairment assessment are appropriate and reasonable. Although the 2024 assessment indicated that it is more likely than not that the fair value of each reporting unit exceeded its carrying value, changes in circumstances or conditions affecting this analysis could have a significant impact on the fair value determination, which could then result in a material impairment charge to the company's results of operations.

Other indefinite-lived intangible assets are evaluated for impairment on an annual basis or more frequently if events and circumstances indicate that an impairment loss may have been incurred, and no impairments were indicated.

See Notes 9 and 10 to the consolidated financial statements.

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Long-Lived Assets

Long-lived assets, including property, plant and equipment and finite-lived other intangible assets, are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of an individual asset or asset group may not be recoverable. For purposes of this test, asset groups are determined based upon the lowest level for which there are independent and identifiable cash flows. Based upon Linde's business model an asset group may be a single plant and related assets used to support on-site, merchant and packaged gas customers. Alternatively, the asset group may be a collection of distribution related assets (cylinders, distribution centers, and stores) or be a pipeline complex which includes multiple interdependent plants and related assets connected by pipelines within a geographic area used to support the same distribution methods. As a result of the Russia-Ukraine conflict, Linde deconsolidated its Russian gas and engineering business entities as of June 30, 2022. See Note 3 to the consolidated financial statements.

Income Taxes

At December 31, 2024, Linde had deferred tax assets of $1,289 million (net of valuation allowances of $146 million), and deferred tax liabilities of $6,520 million. At December 31, 2024, uncertain tax positions totaled $292 million (see Note 1 and Note 5 to the consolidated financial statements). Income tax expense was $2,002 million for the year ended December 31, 2024, or about 23.4% of pre-tax income (see Note 5 to the consolidated financial statements for additional information related to taxes).

In the preparation of consolidated financial statements, Linde estimates income taxes based on diverse legislative and regulatory structures that exist in various jurisdictions where the company conducts business. Deferred income tax assets and liabilities represent tax benefits or obligations that arise from temporary differences due to differing treatment of certain items for accounting and income tax purposes. Linde evaluates deferred tax assets each period to ensure that estimated future taxable income will be sufficient in character (e.g. capital gain versus ordinary income treatment), amount and timing to result in their recovery. A valuation allowance is established when management determines that it is more likely than not that a deferred tax asset will not be realized to reduce the assets to their realizable value. Considerable judgments are required in establishing deferred tax valuation allowances and in assessing exposures related to tax matters. As events and circumstances change, related reserves and valuation allowances are adjusted to income at that time. Linde’s tax returns are subject to audit and local taxing authorities could challenge the company’s tax positions. The company’s practice is to review tax filing positions by jurisdiction and to record provisions for uncertain income tax positions, including interest and penalties when applicable. Linde believes it records and/or discloses such potential tax liabilities as appropriate and has reasonably estimated its income tax liabilities and recoverable tax assets. If new information becomes available, adjustments are charged or credited against income at that time. Management does not anticipate that such adjustments would have a material adverse effect on the company’s consolidated financial position or liquidity; however, it is possible that the final outcomes could have a material impact on the company’s reported results of operations.

Contingencies

The company accrues liabilities for non-income tax contingencies when management believes that a loss is probable and the amounts can be reasonably estimated, while contingent gains are recognized only when realized or realizable. If new information becomes available or losses are sustained in excess of recorded amounts, adjustments are charged against income at that time. Management does not anticipate that in the aggregate such losses would have a material adverse effect on the company’s consolidated financial position or liquidity; however, it is possible that the final outcomes could have a material impact on the company’s reported results of operations.

Linde is subject to various claims, legal proceedings and government investigations that arise from time to time in the ordinary course of business. These actions are based upon alleged environmental, tax, antitrust and personal injury claims, among others (see Note 17 to the consolidated financial statements). Such contingencies are significant and the accounting requires considerable management judgments in analyzing each matter to assess the likely outcome and the need for establishing appropriate liabilities and providing adequate disclosures. Linde believes it records and/or discloses such contingencies as appropriate and has reasonably estimated its liabilities.

NEW ACCOUNTING STANDARDS

See Note 1 to the consolidated financial statements for information concerning new accounting standards and the impact of the implementation of these standards on the company’s financial statements.

FAIR VALUE MEASUREMENTS

Linde does not expect changes in the aggregate fair value of its financial assets and liabilities to have a material impact on the consolidated financial statements. See Note 13 to the consolidated financial statements.

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NON-GAAP FINANCIAL MEASURES

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

The non-GAAP measures in the following reconciliations are presented in this MD&A.

Adjusted Amounts

(Dollar amounts in millions, except per share data)
Year Ended December 31,	2024			2023
Adjusted Operating Profit and Operating Margin
Reported operating profit	$	8,635		$	8,024
Add: Cost reduction program and other charges	145			40
Add: Purchase accounting impacts - Linde AG (c)	940			1,006
Total adjustments	1,085			1,046
Adjusted operating profit	$	9,720		$	9,070
Reported percentage change	8		%
Adjusted percentage change	7		%
Reported sales	$	33,005		$	32,854
Reported operating margin	26.2		%	24.4		%
Adjusted operating margin	29.5		%	27.6		%
Adjusted Depreciation and amortization
Reported depreciation and amortization	$	3,780		$	3,816
Less: Purchase accounting impacts - Linde AG (c)	(923)			(991)
Adjusted depreciation and amortization	$	2,857		$	2,825
Adjusted Other Income (Expense) - net
Reported Other Income (Expense) - net	$	185		$	(41)
Add: Purchase accounting impacts - Linde AG (c)	(17)			(15)
Adjusted Other Income (Expense) - net	$	202		$	(26)
Adjusted Net Pension and OPEB Cost (Benefit), Excluding Service Cost
Reported net pension and OPEB cost (benefit), excluding service cost	$	(190)		$	(164)
Add: Pension settlement charges	(10)			(16)
Adjusted Net Pension and OPEB cost (benefit), excluding service costs	$	(200)		$	(180)
Adjusted Interest Expense - Net
Reported interest expense - net	$	256		$	200
Add: Purchase accounting impacts - Linde AG (c)	3			16
Adjusted interest expense - net	$	259		$	216

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(Dollar amounts in millions, except per share data)
Year Ended December 31,	2024		2023
Adjusted Income Taxes (a)
Reported income taxes	$	2,002	$	1,814
Add: Purchase accounting impacts - Linde AG (c)	220		232
Add: Pension settlement charges	2		3
Add: Cost reduction program and other charges	36		81
Total adjustments	258		316
Adjusted income taxes	$	2,260	$	2,130
Adjusted Effective Tax Rate (a)
Reported income before income taxes and equity investments	$	8,569	$	7,988
Add: Pension settlement charge	10		16
Add: Purchase accounting impacts - Linde AG (c)	937		990
Add: Cost reduction program and other charges	145		40
Total adjustments	1,092		1,046
Adjusted income before income taxes and equity investments	$	9,661	$	9,034
Reported Income taxes	$	2,002	$	1,814
Reported effective tax rate	23.4%		22.7%
Adjusted income taxes	$	2,260	$	2,130
Adjusted effective tax rate	23.4%		23.6%
Income from Equity Investments
Reported income from equity investments	$	170	$	167
Add: Purchase accounting impacts - Linde AG (c)	72		72
Adjusted income from equity investments	$	242	$	239
Adjusted Noncontrolling Interests
Reported noncontrolling interests	$	(172)	$	(142)
Add: Purchase accounting impacts - Linde AG (c)	(12)		(12)
Add: Cost reduction program and other charges	16		—
Total adjustments	4		(12)
Adjusted noncontrolling interests	$	(168)	$	(154)
Adjusted Net Income - Linde plc (b)
Reported net income	$	6,565	$	6,199
Add: Pension settlement charge	8		13
Add: Cost reduction program and other charges	125		(41)
Add: Purchase accounting impacts - Linde AG (c)	777		818
Total adjustments	910		790
Adjusted net income - Linde plc	$	7,475	$	6,989
Adjusted Diluted EPS (b)
Reported diluted EPS	$	13.62	$	12.59

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(Dollar amounts in millions, except per share data)
Year Ended December 31,	2024			2023
Add: Pension settlement charge	0.02			0.03
Add: Cost reduction program and other charges	0.26			(0.08)
Add: Purchase accounting impacts - Linde AG (c)	1.61			1.66
Total adjustments	1.89			1.61
Adjusted diluted EPS	$	15.51		$	14.20
Reported percentage change	8		%
Adjusted percentage change	9		%
Adjusted EBITDA and % of Sales
Net Income - Linde plc	$	6,565		$	6,199
Add: Noncontrolling interests	172			142
Add: Net pension and OPEB cost (benefit), excluding service cost	(190)			(164)
Add: Interest expense	256			200
Add: Income taxes	2,002			1,814
Add: Depreciation and amortization	3,780			3,816
EBITDA	12,585			12,007
Add: Cost reduction program and other charges	145			40
Add: Purchase accounting impacts - Linde AG (c)	89			86
Total adjustments	234			126
Adjusted EBITDA	$	12,819		$	12,133
Reported sales	$	33,005		$	32,854
% of sales
EBITDA	38.1		%	36.5		%
Adjusted EBITDA as a % of Sales	38.8		%	36.9		%

(a)The income tax expense (benefit) on the non-GAAP pre-tax adjustments was determined using the applicable tax rates for the jurisdictions that were utilized in calculating the GAAP income tax expense (benefit) and included both current and deferred income tax amounts.

(b) Net of income taxes which are shown separately in “Adjusted Income Taxes and Effective Tax Rate”.

(c)The company believes that its non-GAAP measures excluding Purchase accounting impacts - Linde AG are useful to investors because: (i) the 2018 business combination was a merger of equals in an all-stock merger transaction, with no cash consideration, (ii) the company is managed on a geographic basis and the results of certain geographies are more heavily impacted by purchase accounting than others, causing results that are not comparable at the reportable segment level, therefore, the impacts of purchasing accounting adjustments to each segment vary and are not comparable within the company and when compared to other companies in similar regions, (iii) business management is evaluated and variable compensation is determined based on results excluding purchase accounting impacts, and; (iv) it is important to investors and analysts to understand the purchase accounting impacts to the financial statements. A summary of each of the adjustments made for Purchase accounting impacts - Linde AG are as follows: Adjusted Operating Profit and Margin: The purchase accounting adjustments for the periods presented relate primarily to depreciation and amortization related to the fair value step up of fixed assets and intangible assets (primarily customer related) acquired in the merger and the allocation of fair value step-up for ongoing Linde AG asset disposals (reflected in Other Income/(Expense)). Adjusted Interest Expense - Net: Relates to the amortization of the fair value of debt acquired in the merger. Adjusted Income Taxes and Effective Tax Rate: Relates to the current and deferred income tax impact on the adjustments discussed above. The income tax expense (benefit) on the non-GAAP pre-tax adjustments was

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determined using the applicable tax rates for the jurisdictions that were utilized in calculating the GAAP income tax expense (benefit) and included both current and deferred income tax amounts. Adjusted Income from Equity Investments: Represents the amortization of increased fair value on equity investments related to depreciable and amortizable assets.
Adjusted Noncontrolling Interests: Represents the noncontrolling interests’ ownership portion of the adjustments described above determined on an entity by entity basis.

Net Debt and Adjusted Net Debt

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

(Millions of dollars)
December 31,	2024		2023
Debt	$	21,623	$	19,373
Less: cash and cash equivalents	(4,850)		(4,664)
Net debt	16,773		14,709
Less: purchase accounting impacts - Linde AG	(4)		(7)
Adjusted net debt	$	16,769	$	14,702

SUPPLEMENTAL GUARANTEE INFORMATION

On May 3, 2023, the company filed a Form S-3 Registration Statement with the SEC ("the Registration Statement").

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

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

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

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

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

Linde plc has filed a base prospectus with the Luxembourg Stock Exchange, as supplemented, for a €15.0 billion debt issuance program, under which Linde plc may offer debt securities. Linde Inc. and Linde GmbH have provided to Linde plc upstream guarantees in relation to debt securities of Linde plc offered under the European debt program.

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

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

(Millions of dollars)
Statement of Income Data	Twelve Months Ended December 31, 2024		Twelve Months Ended December 31, 2023
Sales	$	7,995	$	8,143
Operating profit	1,526		1,656
Net income	3,553		735
Transactions with non-guarantor subsidiaries	7,177		3,004
Balance Sheet Data (at period end)
Current assets (a)	7,827		4,423
Long-term assets (b)	14,481		13,833
Current liabilities (c)	10,309		10,882
Long-term liabilities (d)	64,848		56,546
(a) From current assets above, amount due from non-guarantor subsidiaries	4,425		1,753
(b) From long-term assets above, amount due from non-guarantor subsidiaries	1,031		816
(c) From current liabilities above, amount due to non-guarantor subsidiaries	1,841		1,684
(d) From long-term liabilities above, amount due to non-guarantor subsidiaries	$	45,378	$	39,458

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ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

The following discussion presents the sensitivity of the market value, earnings and cash flows of Linde’s financial instruments to hypothetical changes in interest and exchange rates assuming these changes occurred at December 31, 2024. The range of changes chosen for these discussions reflects Linde’s view of changes which are reasonably possible over a one-year period. Market values represent the present values of projected future cash flows based on interest rate and exchange rate assumptions.

Interest Rate Risk

At December 31, 2024, Linde had debt totaling $21,623 million ($19,373 million at December 31, 2023). For fixed-rate instruments, interest rate changes affect the fair market value but do not impact earnings or cash flows. Conversely, for floating-rate instruments, interest rate changes generally do not affect the fair market value of the instrument but impact future earnings and cash flows, assuming that other factors are held constant. At December 31, 2024, including the impact of derivatives, Linde had fixed-rate debt of $17,584 million and floating-rate debt of $4,039 million, representing 81% and 19%, respectively, of total debt. At December 31, 2023, including the impact of derivatives, Linde had fixed-rate debt of $14,345 million and floating-rate debt of $5,028 million, representing 74% and 26%, respectively, of total debt.

Fixed Rate Debt

This sensitivity analysis assumes that, holding all other variables constant (such as foreign exchange rates, swaps and debt levels), a one hundred basis point increase in interest rates would decrease the unrealized fair market value of the fixed-rate debt portfolio by approximately $918 million ($742 million in 2023). Linde has historically used interest rate swaps and as a result carried derivative assets subject to interest rate risk. All active swaps have been unwound or matured as of December 31, 2024; therefore, the effect of a one hundred basis point increase in interest rates would be $0 as of December 31, 2024 ($65 million increase to derivative assets recorded as of December 31, 2023).

Variable Rate Debt

At December 31, 2024, the after-tax earnings and cash flows impact of a one hundred basis point increase in interest rates, including offsetting impact of derivatives, on the variable-rate debt portfolio would be approximately $40 million ($50 million in 2023). Any such increase would be partially mitigated by higher interest earned on deposits of cash.

Foreign Currency Risk

Linde’s exchange-rate exposures result primarily from its investments and ongoing operations in Latin America (primarily Brazil and Mexico), Europe (primarily Germany, Scandinavia, and the U.K.), Canada, Asia Pacific (primarily Australia and China) and other business transactions such as the procurement of equipment from foreign sources. Linde frequently utilizes currency contracts to hedge these exposures. At December 31, 2024, Linde had a notional amount outstanding of $11,942 million ($5,651 million at December 31, 2023) related to foreign exchange contracts. The majority of these were to hedge recorded balance sheet exposures, primarily intercompany loans denominated in non-functional currencies. See Note 12 to the consolidated financial statements.

Holding all other variables constant, if there were a 10% increase in foreign-currency exchange rates for the portfolio, the fair market value of foreign-currency contracts outstanding at December 31, 2024 would increase by approximately $115 million and at December 31, 2023 would decrease by approximately $58 million, which would be largely offset by an offsetting loss or gain on the foreign-currency fluctuation of the underlying exposure being hedged.

Holding all other variables constant, if there were a 10% increase in foreign-currency exchange rates on the external debt portfolio, the fair market value of foreign-currency denominated debt outstanding at December 31, 2024 would decrease by approximately $1,334 million and $970 million at December 31, 2024 and 2023, respectively, which would be largely offset by an offsetting loss or gain on the underlying foreign net investment being hedged.

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ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Management’s Statement of Responsibility for Financial Statements	42
Management’s Report on Internal Control Over Financial Reporting	42
Report of Independent Registered Public Accounting Firm [PCAOB ID 238]	43
Audited Consolidated Financial Statements
Consolidated Statements of Income for the Years Ended December 31, 2024, 2023 and 2022	45
Consolidated Statements of Comprehensive Income for the Years Ended December 31,2024, 2023 and 2022	46
Consolidated Balance Sheets as of December 31, 2024 and 2023	47
Consolidated Statements of Cash Flows for the Years Ended December 31,2024, 2023 and 2022	48
Consolidated Statements of Equity for the Years Ended December 31, 2024, 2023 and 2022	49
Notes to Consolidated Financial Statements
Note 1.  Summary of Significant Accounting Policies	50
Note 2.  Acquisitions and Divestitures	53
Note 3.  Cost reduction program and other charges	54
Note 4.  Leases	56
Note 5.  Income Taxes	57
Note 6.  Earnings Per Share – Linde plc Shareholders	60
Note 7.  Supplemental Information	61
Note 8.  Property, Plant and Equipment – Net	64
Note 9.  Goodwill	65
Note 10.  Other Intangible Assets	65
Note 11.  Debt	66
Note 12.  Financial Instruments	68
Note 13.  Fair Value Disclosures	71
Note 14.  Equity and Noncontrolling Interests	72
Note 15.  Share-Based Compensation	73
Note 16.  Retirement Programs	75
Note 17.  Commitments and Contingencies	82
Note 18.  Segment Information	84
Note 19.  Revenue Recognition	86
Note 20. Subsequent Events	89

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MANAGEMENT’S STATEMENT OF RESPONSIBILITY FOR FINANCIAL STATEMENTS

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

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

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

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Linde’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of management, including the company’s principal executive officer and principal financial officer, the company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (often referred to as COSO). Based on this evaluation, management concluded that the company’s internal control over financial reporting was effective as of December 31, 2024.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited and issued their opinion on the effectiveness of the company’s internal control over financial reporting as of December 31, 2024 as stated in their report.

/s/    SANJIV LAMBA	/s/    KELCEY E. HOYT
Sanjiv Lamba<br>Chief Executive Officer	Kelcey E. Hoyt<br>Chief Accounting Officer
/s/    MATTHEW J. WHITE
Matthew J. White<br>Chief Financial Officer	February 26, 2025

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Linde plc

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Linde plc and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of income, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

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

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

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

Definition and Limitations of Internal Control over Financial Reporting

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

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

Critical Audit Matters

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

Revenue Recognition - Estimated Costs at Completion

As described in Note 19 to the consolidated financial statements, $2,322 million of the Company’s total revenues for the year ended December 31, 2024 was generated from sale of equipment contracts. Sales of equipment contracts are generally comprised of a single performance obligation. Revenue from sale of equipment is generally recognized over time as the Company has an enforceable right to payment for performance completed to date and performance does not create an asset with alternative use. For contracts recognized over time, revenue is recognized primarily using a cost incurred input method. Costs incurred to date relative to total estimated costs at completion are used to measure progress toward satisfying performance obligations. Costs incurred include material, labor, and overhead costs and represent work contributing and proportionate to the transfer of control to the customer. Changes to cost estimates and contract modifications are typically accounted for as part of the existing contract and are recognized as cumulative adjustments for the inception-to-date effect of such change.

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

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

/s/ PricewaterhouseCoopers LLP

Stamford, Connecticut

February 26, 2025

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

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CONSOLIDATED STATEMENTS OF INCOME

LINDE PLC AND SUBSIDIARIES

(Dollar amounts in millions, except per share data)

Year Ended December 31,	2024		2023		2022
Sales	$	33,005	$	32,854	$	33,364
Cost of sales, exclusive of depreciation and amortization	17,143		17,492		19,450
Selling, general and administrative	3,337		3,295		3,107
Depreciation and amortization	3,780		3,816		4,204
Research and development	150		146		143
Cost reduction program and other charges	145		40		1,029
Other income (expense) - net	185		(41)		(62)
Operating Profit	8,635		8,024		5,369
Interest expense - net	256		200		63
Net pension and OPEB cost (benefit), excluding service cost	(190)		(164)		(237)
Income Before Income Taxes and Equity Investments	8,569		7,988		5,543
Income taxes	2,002		1,814		1,434
Income Before Equity Investments	6,567		6,174		4,109
Income from equity investments	170		167		172
Net Income (Including Noncontrolling Interests)	6,737		6,341		4,281
Less: noncontrolling interests	(172)		(142)		(134)
Net Income – Linde plc	$	6,565	$	6,199	$	4,147
Per Share Data – Linde plc Shareholders
Basic earnings per share	$	13.71	$	12.70	$	8.30
Diluted earnings per share	$	13.62	$	12.59	$	8.23
Weighted Average Shares Outstanding (000’s):
Basic shares outstanding	478,773		488,191		499,736
Diluted shares outstanding	482,092		492,290		504,038

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

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

LINDE PLC AND SUBSIDIARIES

(Dollar amounts in millions)

Year Ended December 31,	2024		2023		2022
NET INCOME (INCLUDING NONCONTROLLING INTERESTS)	$	6,737	$	6,341	$	4,281
OTHER COMPREHENSIVE INCOME (LOSS)
Translation adjustments:
Foreign currency translation adjustments	(1,638)		399		(1,725)
Reclassifications to net income	—		—		(110)
Income taxes	6		1		—
Translation adjustments	(1,632)		400		(1,835)
Funded status - retirement obligations (Note 16):
Retirement program remeasurements	674		(480)		1,349
Reclassifications to net income	—		(14)		80
Income taxes	(155)		114		(359)
Funded status - retirement obligations	519		(380)		1,070
Derivative instruments (Note 12):
Current year unrealized gain (loss)	(38)		(80)		107
Reclassifications to net income	22		13		(129)
Income taxes	3		12		9
Derivative instruments	(13)		(55)		(13)
TOTAL OTHER COMPREHENSIVE INCOME (LOSS)	(1,126)		(35)		(778)
COMPREHENSIVE INCOME (INCLUDING NONCONTROLLING INTERESTS)	5,611		6,306		3,503
Less: noncontrolling interests	(135)		(130)		(90)
COMPREHENSIVE INCOME - LINDE PLC	$	5,476	$	6,176	$	3,413

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

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CONSOLIDATED BALANCE SHEETS

LINDE PLC AND SUBSIDIARIES

(Dollar amounts in millions)

December 31,	2024		2023
Assets
Cash and cash equivalents	$	4,850	$	4,664
Accounts receivable - net	4,622		4,718
Contract assets	263		196
Inventories	1,946		2,115
Prepaid and other current assets	1,264		927
Total Current Assets	12,945		12,620
Property, plant and equipment - net	24,775		24,552
Equity investments	2,130		2,190
Goodwill	25,937		26,751
Other intangible assets – net	11,330		12,399
Other long-term assets	3,030		2,299
Total Assets	$	80,147	$	80,811
Liabilities and Equity
Accounts payable	$	2,507	$	3,020
Short-term debt	4,223		4,713
Current portion of long-term debt	2,057		1,263
Contract liabilities	1,194		1,901
Accrued taxes	637		664
Other current liabilities	3,926		4,156
Total Current Liabilities	14,544		15,717
Long-term debt	15,343		13,397
Other long-term liabilities	4,015		3,804
Deferred credits	6,757		6,798
Total Liabilities	40,659		39,716
Commitments and contingencies (Note 17)
Redeemable noncontrolling interests	13		13
Linde plc Shareholders’ Equity:
Ordinary shares, €0.001 par value, authorized 1,750,000,000 shares, 2024 and 2023 issued: 490,766,972 ordinary shares	1		1
Additional paid-in capital	39,603		39,812
Retained earnings	12,634		8,845
Accumulated other comprehensive income (loss)	(6,894)		(5,805)
Less: Treasury shares, at cost (2024 – 17,530,240 shares and 2023 – 8,321,827 shares)	(7,252)		(3,133)
Total Linde plc Shareholders’ Equity	38,092		39,720
Noncontrolling interests	1,383		1,362
Total Equity	39,475		41,082
Total Liabilities and Equity	$	80,147	$	80,811

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

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CONSOLIDATED STATEMENTS OF CASH FLOWS

LINDE PLC AND SUBSIDIARIES

(Millions of dollars)

Year Ended December 31,	2024		2023		2022
Increase (Decrease) in Cash and Cash Equivalents
Operations
Net income – Linde plc	$	6,565	$	6,199	$	4,147
Add: Noncontrolling interests	172		142		134
Net Income (including noncontrolling interests)	$	6,737	$	6,341	$	4,281
Adjustments to reconcile net income to net cash provided by operating activities:
Cost reduction program and other charges	31		(118)		902
Depreciation and amortization	3,780		3,816		4,204
Deferred income taxes	(142)		(84)		(383)
Share-based compensation	160		141		107
Non-cash charges and other	(72)		43		(49)
Working capital
Accounts receivable	(160)		(86)		(423)
Contract assets and liabilities, net	(409)		(168)		310
Inventory	56		(127)		(347)
Prepaid and other current assets	(55)		66		(157)
Payables and accruals	(277)		(168)		307
Pension contributions	(35)		(46)		(51)
Long-term assets, liabilities and other	(191)		(305)		163
Net cash provided by operating activities	9,423		9,305		8,864
Investing
Capital expenditures	(4,497)		(3,787)		(3,173)
Acquisitions, net of cash acquired	(317)		(953)		(110)
Divestitures, net of cash divested and asset sales	170		70		195
Net cash used for investing activities	(4,644)		(4,670)		(3,088)
Financing
Short-term debt borrowings (repayments) – net	(372)		554		3,050
Long-term debt borrowings	4,844		2,188		3,210
Long-term debt repayments	(1,305)		(1,682)		(1,785)
Issuances of ordinary shares	31		33		36
Purchases of ordinary shares	(4,482)		(3,958)		(5,168)
Cash dividends - Linde plc shareholders	(2,655)		(2,482)		(2,344)
Noncontrolling interest transactions and other	(420)		(53)		(88)
Net cash used for financing activities	(4,359)		(5,400)		(3,089)
Effect of exchange rate changes on cash and cash equivalents	(234)		(7)		(74)
Change in cash and cash equivalents	186		(772)		2,613
Cash and cash equivalents, beginning-of-period	4,664		5,436		2,823
Cash and cash equivalents, end-of-period	$	4,850	$	4,664	$	5,436
Supplemental Data
Income taxes paid	$	2,216	$	1,955	$	1,735
Interest paid, net of capitalized interest	$	443	$	451	$	170

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

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CONSOLIDATED STATEMENTS OF EQUITY

LINDE PLC AND SUBSIDIARIES

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

			Additional<br>Paid-in<br>Capital		Retained<br>Earnings			Accumulated  Other<br><br>Comprehensive<br><br>Income (Loss)<br><br>(Note 7)		Treasury Stock			Linde plc<br>Shareholders’<br>Equity		Noncontrolling<br>Interests		Total Equity
Activity	Amounts			Shares			Amounts
Balance, December 31, 2021	$	1	$	40,180	$	18,710		$	(5,048)	43,332	$	(9,808)	$	44,035	$	1,393	$	45,428
Net Income available for Linde plc shareholders					4,147								4,147		134		4,281
Other comprehensive income (loss)								(734)					(734)		(44)		(778)
Noncontrolling interests:
Dividends and other capital reductions													—		(81)		(81)
Additions (Reductions) (Note 14)													—		(56)		(56)
Dividends (4.68 per ordinary share)					(2,344)								(2,344)				(2,344)
Issuances of ordinary shares:
For employee savings and incentive plans			(282)		28					(811)	198		(56)				(56)
Purchases of ordinary shares										17,034	(5,127)		(5,127)				(5,127)
Share-based compensation			107										107				107
Balance, December 31, 2022	$	1	$	40,005	$	20,541		$	(5,782)	59,555	$	(14,737)	$	40,028	$	1,346	$	41,374
Net Income available for Linde plc shareholders					6,199								6,199		142		6,341
Other comprehensive income (loss)								(23)					(23)		(12)		(35)
Noncontrolling interests:
Dividends and other capital reductions													—		(113)		(113)
Additions (Reductions)			(12)										(12)		(1)		(13)
Dividends (5.10 per ordinary share)					(2,482)								(2,482)				(2,482)
Issuances of ordinary shares:
For employee savings and incentive plans			(322)		(113)					(924)	307		(128)				(128)
Purchases of ordinary shares										10,937	(4,003)		(4,003)				(4,003)
Share-based compensation			141										141				141
Intercompany reorganization (Note 14)					(15,300)					(61,246)	15,300						—
Balance, December 31, 2023	$	1	$	39,812	$	8,845		$	(5,805)	8,322	$	(3,133)	$	39,720	$	1,362	$	41,082
Net Income available for Linde plc shareholders					6,565								6,565		172		6,737
Other comprehensive income (loss)								(1,089)					(1,089)		(37)		(1,126)
Noncontrolling interests:
Dividends and other capital reductions													—		(133)		(133)
Additions (Reductions)													—		19		19
Dividends (5.56 per ordinary share)					(2,655)								(2,655)				(2,655)
Issuances of ordinary shares:
For employee savings and incentive plans			(369)		(121)					(868)	340		(150)				(150)
Purchases of ordinary shares										10,076	(4,459)		(4,459)				(4,459)
Share-based compensation			160										160				160
Balance, December 31, 2024	$	1	$	39,603	$	12,634		$	(6,894)	17,530	$	(7,252)	$	38,092	$	1,383	$	39,475

All values are in US Dollars.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

LINDE PLC AND SUBSIDIARIES

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Linde plc ("Linde" or "the company") is an incorporated public limited company formed under the laws of Ireland. Linde’s registered office is located at Ten Earlsfort Terrace, Dublin 2, D02 T380 Ireland. Linde’s principal executive offices are located at Forge, 43 Church Street West, Woking, Surrey GU21 6HT, United Kingdom and 10 Riverview Drive, Danbury, Connecticut, 06810, United States. Linde trades on the Nasdaq under the symbol LIN.

Principles of Consolidation – The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") and include the accounts of all significant subsidiaries where control exists and, in limited situations, variable-interest entities where the company is the primary beneficiary. Intercompany transactions and balances are eliminated in consolidation and any significant related-party transactions have been disclosed.

Equity investments generally consist of 20% to 50% owned operations where the company exercises significant influence, but does not have control. Income from equity investments in corporations is reported on an after-tax basis. Pre-tax income from equity investments that are partnerships or limited-liability corporations is included in other income (expenses) – net with related taxes included in Income taxes. Equity investments are reviewed for impairment whenever events or circumstances reflect that an impairment loss may have been incurred.

Changes in ownership interest that result either in consolidation or deconsolidation of an investment are recorded at fair value through earnings, including the retained ownership interest, while changes that do not result in either consolidation or deconsolidation of a subsidiary are treated as equity transactions.

Use of Estimates – The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. While actual results could differ, management believes such estimates to be reasonable.

Operations – Linde is the largest industrial gases company globally. The company produces, sells and distributes atmospheric, process and specialty gases to a diverse group of industries including aerospace, chemicals, food and beverage, electronics, energy, healthcare, manufacturing, and metals. Linde’s Engineering business offers its customers an extensive range of gas production and processing services including supplying plant components and services directly to customers.

Revenue Recognition – Revenue is recognized as control of goods or services are transferred to customers in an amount that reflects the consideration to which the company expects to be entitled to receive in exchange for the goods or services. See Note 19 for additional details regarding Linde's revenue recognition policies.

Cash Equivalents – Cash equivalents are considered to be highly liquid securities with original maturities of three months or less.

Inventories – Inventories are stated at the lower of cost or net realizable value. Cost is determined using the average-cost method.

Property, Plant and Equipment – Net – Property, plant and equipment are carried at cost, net of accumulated depreciation. The company capitalizes labor, applicable overhead and interest as part of the cost of constructing major facilities. Expenditures for additions and improvements that extend the lives or increase the capacity of plant assets are also capitalized. Depreciation is calculated on the straight-line method based on the estimated useful lives of the assets, which range from 3 years to 40 years (see Note 8). Linde uses accelerated depreciation methods for tax purposes where appropriate. Maintenance of property, plant and equipment is generally expensed as incurred.

The company performs a test for impairment whenever events or changes in circumstances indicate that the carrying amount of an individual asset or asset group may not be recoverable. Should projected undiscounted future cash flows be less than the carrying amount of the asset or asset group, an impairment charge reducing the carrying amount to fair value may be required. Fair value is determined based on the most appropriate valuation technique, including discounted cash flows.

Asset-Retirement Obligations – An asset-retirement obligation is recognized in the period in which sufficient information exists to determine the fair value of the liability with a corresponding increase to the carrying amount of the related property, plant and equipment which is then depreciated over its useful life. The liability is initially measured at fair

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value and then accretion expense is recorded in each subsequent period. The company’s asset-retirement obligations are primarily associated with its on-site long-term supply arrangements where the company has built a facility on land leased from the customer and is obligated to remove the facility at the end of the contract term. The company's asset-retirement obligations are not material to its consolidated financial statements.

Foreign Currency Translation – For most foreign operations, the local currency is the functional currency and translation gains and losses are reported as part of the accumulated other comprehensive income (loss) component of equity as a cumulative translation adjustment (see Note 7).

Financial Instruments – Linde enters into various derivative financial instruments to manage its exposure to fluctuating interest rates, currency exchange rates, commodity pricing and energy costs. Such instruments primarily include interest-rate swap and treasury rate lock agreements; currency-swap agreements; forward contracts; currency options; and commodity-swap agreements. These instruments are not entered into for trading purposes. Linde only uses commonly traded and non-leveraged instruments.

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

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

Changes in the fair value of derivatives designated as fair-value hedges are recognized in earnings as an offset to the change in the fair values of the underlying exposures being hedged. The changes in fair value of derivatives that are designated as cash-flow hedges are deferred in accumulated other comprehensive income (loss) and are reclassified to earnings as the underlying hedged transaction affects earnings. Provided the hedge remains highly effective, any ineffectiveness is deferred in accumulated other comprehensive income (loss) and is reclassified to earnings as the underlying hedged transaction affects earnings. Hedges of net investments in foreign subsidiaries are recognized in the cumulative translation adjustment component of accumulated other comprehensive income (loss) on the consolidated balance sheets to offset translation gains and losses associated with the hedged net investment. Derivatives that are entered into for risk-management purposes and are not designated as hedges (primarily related to currency derivatives other than for firm commitments) are recorded at their fair market values and recognized in current earnings.

See Note 12 for additional information relating to financial instruments.

Goodwill – Acquisitions are accounted for using the acquisition method which requires allocation of the purchase price to assets acquired and liabilities assumed based on estimated fair values. Any excess of the purchase price over the fair value of the assets and liabilities acquired is recorded as goodwill. Allocations of the purchase price are based on preliminary estimates and assumptions at the date of acquisition and are subject to revision based on final information received, including appraisals and other analyses which support underlying estimates.

The company performs a goodwill impairment test annually as of October 1 or more frequently if events or circumstances indicate that an impairment loss may have been incurred. The impairment test allows an entity to first assess qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than carrying value. If it is determined that it is more likely than not that the fair value of a reporting unit is less than carrying value then the company will estimate and compare the fair value of its reporting units to their carrying value, including goodwill. Reporting units are determined based on one level below the operating segment level. The qualitative analysis of goodwill for the year ended December 31, 2024 showed the fair value of the reporting units substantially exceeded the carrying value, as such further analysis was not performed.

See Note 9 for additional information relating to goodwill.

Other Intangible Assets – Other intangible assets, primarily customer relationships, are amortized over the estimated period of benefit. The determination of the estimated period of benefit will be dependent upon the use and underlying

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characteristics of the intangible asset. Linde evaluates the recoverability of its intangible assets subject to amortization when facts and circumstances indicate that the carrying value of the asset may not be recoverable. If the carrying value is not recoverable, impairment is measured as the amount by which the carrying value exceeds its estimated fair value. Fair value is generally estimated based on either appraised value or other valuation techniques. Indefinite lived intangible assets related to the Linde brand are evaluated for impairment on an annual basis or more frequently if events or circumstances indicate an impairment loss may have occurred.

See Note 10 for additional information relating to other intangible assets.

Income Taxes – Deferred income taxes are recorded for the temporary differences between the financial statement and tax bases of assets and liabilities using currently enacted tax rates. Valuation allowances are established against deferred tax assets whenever circumstances indicate that it is more likely than not that such assets will not be realized in future periods.

Under the guidance for accounting for uncertainty in income taxes, the company can recognize the benefit of an income tax position only if it is more likely than not (greater than 50%) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position. Otherwise, no benefit can be recognized. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Additionally, the company accrues interest and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. Interest and penalties are classified as income tax expense in the financial statements.

See Note 5 for additional information relating to income taxes.

Retirement Benefits – Most Linde employees participate in a form of defined benefit or contribution retirement plan, and additionally certain employees are eligible to participate in various post-employment health care and life insurance benefit plans. The cost of contribution plans is recognized in the year earned while the cost of other plans is recognized over the employees’ expected service period to the company, all in accordance with the applicable accounting standards. The funded status of the plans is recorded as an asset or liability in the consolidated balance sheets. Funding of retirement benefits varies and is in accordance with local laws and practices.

See Note 16 for additional information relating to retirement programs.

Share-based Compensation– The company has historically granted share-based awards which consist of stock options, restricted stock and performance-based stock. Share-based compensation expense is generally recognized on a straight-line basis over the stated vesting period. For stock awards granted to full-retirement-eligible employees, compensation expense is recognized over the period from the grant date to the date retirement eligibility is achieved. For performance-based awards, compensation expense is recognized only if it is probable that the performance condition will be achieved.

See Note 15 for additional disclosures relating to share-based compensation.

Reclassifications – Certain prior years’ amounts have been reclassified to conform to the current year’s presentation.

Recently Issued Accounting Standards

Accounting Standards Implemented in 2024

Improvements to Reportable Segments Disclosures - In November 2023, the FASB issued guidance requiring enhanced disclosure related to reportable segments. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The adoption of this standard includes enhanced disclosure of the company's segment reporting as it relates to the CODM's title and position, how the CODM uses the reported measure of segment's profit or loss, and the inclusion of significant expense categories and amounts that are regularly provided to the CODM and included in reported segment profit or loss (See Note 18).

Accounting Standards to be Implemented

Improvements to Income Tax Disclosures - In December 2023, the FASB issued guidance requiring enhanced disclosure related to income taxes. The standard requires additional or modified disclosures related to the income tax rate reconciliation, disaggregation of income taxes paid, and several other disclosures. The new standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The adoption of this standard will only impact disclosures within the company's consolidated financial statements and the company is evaluating the impact this guidance will have on those disclosures.

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Disaggregation of Income Statement Expenses - In November 2024, the FASB issued guidance requiring disaggregated disclosure of income statement expenses. The new standard is effective for fiscal years beginning after December 15, 2026, and interim periods with fiscal years after December 15, 2027, with early adoption permitted. The adoption of this standard will only impact disclosures within the company's consolidated financial statements and the company is evaluating the impact this guidance will have on those disclosures.

NOTE 2. ACQUISITIONS AND DIVESTITURES

Acquisitions

Acquisitions were $317 million, $953 million and $110 million for the years ended December 31, 2024, 2023 and 2022, respectively. Acquisitions in 2024 and 2023 primarily related to the Americas. Acquisitions in 2022 primarily related to the Americas and EMEA.

2023 Acquisition of nexAir, LLC

On January 5, 2023, Linde completed the acquisition of nexAir, LLC, a gas distribution and welding supply company in the United States, in order to further expand the company’s geographic footprint into different regions. Prior to completion of the acquisition, Linde held a 23% interest in nexAir, LLC. Pursuant to a signed purchase agreement between Linde and nexAir, LLC, Linde purchased the remaining 77% ownership interest in an all cash transaction with a total purchase price of $866 million, or $811 million net of cash acquired. The fair value of Linde’s equity interest in nexAir, LLC immediately preceding the acquisition date was $183 million, which resulted in a gain on remeasurement of the company’s previously held equity interest which was not material; this gain is recorded within “Other income (expenses) – net” on the consolidated statements of income.

Final Allocation of Purchase Price

The acquisition of nexAir, LLC was accounted for as a business combination. Following the acquisition date, 100% of nexAir, LLC's results were consolidated in the Americas business segment. Linde's twelve months ended December 31, 2023 consolidated income statement includes sales of $408 million related to nexAir, LLC. Pro forma results for 2022 have not been included as the impact of the acquisition is not material to the consolidated statements of income.

The company estimated the preliminary fair value of net assets acquired based on information available at the time of the acquisition and adjusted and finalized those estimates as additional information became available. Measurement period adjustments totaled approximately $27 million, and related to working capital adjustments and deferred taxes. The following table summarizes the fair value of identifiable assets acquired and liabilities assumed in the acquisition of nexAir, LLC as of the acquisition date.

(Millions of dollars)	January 5, 2023
Assets:
Cash and cash equivalents	$	55
Other current assets - net	49
Property, plant and equipment, net	241
Other intangible assets - net	245
Other long-term liabilities - net	(1)
Deferred taxes	(25)
Total identifiable net assets	$	564
Goodwill	$	485
Fair value of previously held equity interest	$	183
Total purchase price	$	866

nexAir, LLC’s assets and liabilities were measured at fair value at January 5, 2023. Fair value represents management's best estimate of assumptions about future events and uncertainties, including significant judgments related to future cash flows (sales, costs, customer attrition rates, and contributory asset charges), discount rates, competitive trends, and market comparables. Inputs used were generally obtained from historical data supplemented by current and anticipated market conditions and growth rates.

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The fair value of the previously held equity interest was based upon a purchase price valuation (excluding debt) multiplied by the company’s previously held ownership interest adjusted by a discount for lack of marketability. The fair value of property, plant & equipment, net was based on assumptions that market participants would use in pricing an asset, based on the most advantageous market for the asset (i.e., its highest and best use). The cost approach, adjusted for the age and condition of the property, plant and equipment, was used to estimate fair value.

Identifiable intangible assets primarily consisted of customer relationships of approximately $245 million that will be amortized over their estimated useful life of 20 years. The fair value of the customer relationships intangible asset was valued using a multi-period excess earnings method, a form of the income approach, which incorporates the estimated future cash flows to be generated from nexAir, LLC's existing customer base. There were no indefinite-lived intangible assets identified in conjunction with the acquisition.

The excess of the consideration for the acquisition over the preliminary fair value of net assets acquired was recorded as goodwill. The acquisition resulted in $485 million of goodwill, the majority of which is expected to be deductible for tax purposes. The goodwill balance is primarily attributable to the assembled workforce and operating synergies expected to result from the acquisition. The goodwill recorded as a result of the acquisition was allocated to the Americas reportable segment, which represents the reportable segment anticipated to experience operating synergies as a result of the acquisition.

Divestitures

Divestitures, net of cash divested and asset sales were $170 million, $70 million, and $195 million for the years ended December 31, 2024, 2023 and 2022, respectively. Divestiture proceeds in 2024 include $69 million in net proceeds for a divestiture in APAC and a settlement with a supplier in the Americas.

2022 Sale of GIST business

In the third quarter of 2022, the company completed the sale of its GIST business. Proceeds from the sale were $184 million, net of cash divested of $75 million, for net proceeds of $109 million. The sale resulted in a loss of $21 million (benefit of $3 million, after tax), recorded within cost reduction program and other charges in the consolidated statement of income (see Note 3).

NOTE 3. COST REDUCTION PROGRAM AND OTHER CHARGES

2024 Charges

Cost reduction program and other charges were $145 million for the year ended December 31, 2024. Costs include severance of $165 million, other cost reduction charges of $23 million, and a benefit of $43 million related to a divestiture in APAC. Cost reduction program and other charges for 2024 included an income tax benefit of $35 million.

2023 Charges

Cost reduction program and other charges were $40 million for the year ended December 31, 2023. Costs primarily related to severance in the Engineering segment and expenses incurred due to the intercompany reorganization for the year ended December 31, 2023. Cost reduction program and other charges for 2023 included an income tax benefit of $81 million primarily comprised of a benefit of $124 million related to the resolution of an income tax audit, partially offset by an accrual of $85 million for the potential settlement of an international income tax matter.

2022 Charges

Cost reduction program and other charges were $1 billion ($896 million, after tax and noncontrolling interests) for the year ended December 31, 2022, largely attributable to the Russia-Ukraine conflict.

Russia-Ukraine Conflict

In response to the Russian invasion of Ukraine, multiple jurisdictions, including Europe and the U.S., have imposed several tranches of economic sanctions on Russia. As a result, Linde reassessed its ability to control its Russian subsidiaries and determined that as of June 30, 2022 it can no longer exercise control over these entities. As such, Linde deconsolidated its Russian gas and engineering business entities as of June 30, 2022. The deconsolidation of the company's Russian gas and engineering business entities resulted in a loss of $787 million ($730 million after tax).

The fair value of Linde’s Russian subsidiaries was determined using a probability weighted discounted cash flow model, which resulted in the recognition of a $407 million loss on deconsolidation when compared to the carrying value of the entities. This loss is recorded within cost reduction program and other charges in the consolidated statements of income.

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Upon deconsolidation an investment was recorded, which represents the fair value of net assets. The company did not receive any consideration, cash or otherwise, as part of the deconsolidation. Linde will maintain its interest in its Russian subsidiaries and will continue to comply with sanctions and government restrictions. The investment will be monitored for impairment in future periods.

Receivables, primarily loans receivable, with newly deconsolidated entities were reassessed for collectability resulting in a write-off of approximately $380 million.

Other Russia related charges

Cost reduction program and other charges related specifically to the Russia-Ukraine conflict were $103 million ($73 million after tax) for the year ended December 31, 2022, and are primarily comprised of impairments of assets which are maintained by international entities in support of the Russian business.

Merger-Related Costs and Other Charges

Merger-related costs and other charges were $139 million ($93 million, after tax) for the year ended December 31, 2022, primarily related to severance actions within the Engineering segment recorded during the fourth quarter, the impairment of an equity method investment in the EMEA segment, and the sale of the GIST business completed on September 30, 2022 (see Note 2).

The following table provides a summary of the pre-tax charges by reportable segment for the year ended December 31, 2022:

	Year Ended December 31, 2022
(millions of dollars)	Russia deconsolidation charges		Other Russia related charges		Total Russia charges		Merger-related costs and other charges		Total
Americas	$	—	$	—	$	—	$	4	$	4
EMEA	733		(7)		726		25		751
APAC	—		—		—		28		28
Engineering	54		110		164		41		205
Other	—		—		—		41		41
Total	$	787	$	103	$	890	$	139	$	1,029

Cash Requirements

The total cash requirements of the cost reduction program and other charges incurred for the year ended December 31, 2024 are expected to be immaterial. Remaining cash requirements are expected to be paid primarily through 2025. Cost reduction program and other charges, net of payments in the consolidated statements of cash flows for the twelve months ended December 31, 2024 and 2023 also reflect the impact of cash payments of liabilities accrued as of December 31, 2023 and 2022, respectively.

Classification in the consolidated financial statements

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

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NOTE 4. LEASES

In the normal course of its business, Linde enters into various leases as the lessee, primarily involving manufacturing and distribution equipment and office space. Linde determines whether a contract is or contains a lease at contract inception. Total lease and rental expenses related to operating lease right of use assets for the twelve months ended December 31, 2024 and 2023 were $303 million and $284 million, respectively. Operating lease costs are included in selling, general and administrative expenses and cost of sales, exclusive of depreciation and amortization. The related assets and obligations are included in other long-term assets and other current liabilities and other long-term liabilities, respectively. Total lease and rental expenses related to finance lease right of use assets for the twelve months ended December 31, 2024 and 2023 were $70 million and $58 million, respectively, and the costs are included in depreciation and amortization and interest. Related assets and obligations are included in other long-term assets and other current liabilities and other long-term liabilities, respectively. Linde includes renewal options that are reasonably certain to be exercised as part of the lease term. Operating and financing lease expenses above include short term and variable lease costs which are immaterial.

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

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

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

Gains and losses on sale and leaseback transactions were immaterial. Operating cash flows used for operating leases for the twelve months ended December 31, 2024 and 2023 were $249 million. Cash flows used for finance leases for the same period were immaterial.

Supplemental balance sheet information related to leases is as follows:

(Millions of dollars)
December 31,	2024		2023
Operating Leases
Operating lease right-of-use assets	$	800	$	759
Other current liabilities	176		177
Other long-term liabilities	606		572
Total operating lease liabilities	782		749
Finance Leases
Finance lease right-of-use assets	189		179
Other current liabilities	54		50
Other long-term liabilities	150		143
Total finance lease liabilities	$	204	$	193

Supplemental operating lease information:

(Millions of dollars)
December 31,	2024		2023
Weighted average lease term (years)	8		8
Weighted average discount rate	4.17	%	4.19	%

Future operating and finance lease payments as of December 31, 2024 are as follows (millions of dollars):

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Period	Operating Leases		Financing Leases
2025	$	202	$	65
2026	164		53
2027	129		42
2028	96		28
2029	68		15
Thereafter	260		44
Total future undiscounted lease payments	919		247
Less imputed interest	(137)		(43)
Total reported lease liability	$	782	$	204

NOTE 5. INCOME TAXES

Pre-tax income applicable to U.S. and non-U.S. operations is as follows:

(Millions of dollars)<br><br>Year Ended December 31,	2024		2023		2022
United States	$	2,717	$	2,859	$	2,502
Non-U.S.	5,852		5,129		3,041
Total income before income taxes	$	8,569	$	7,988	$	5,543

Provision for Income Taxes

The following is an analysis of the provision for income taxes:

(Millions of dollars)<br><br>Year Ended December 31,	2024		2023		2022
Current tax expense (benefit)
U.S. federal	$	504	$	291	$	486
State and local	106		116		92
Non-U.S.	1,534		1,491		1,239
	2,144		1,898		1,817
Deferred tax expense (benefit)
U.S. federal	3		57		(12)
State and local	11		5		7
Non-U.S.	(156)		(146)		(378)
	(142)		(84)		(383)
Total income taxes	$	2,002	$	1,814	$	1,434

Effective Tax Rate Reconciliation

Linde plc is not subject to tax in Ireland, its country of domicile. For purposes of the effective tax rate reconciliation, the company utilizes the U.S. statutory income tax rate of 21%. An analysis of the difference between the provision for income taxes and the amount computed by applying the U.S. statutory income tax rate to pre-tax income follows:

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(Dollar amounts in millions)<br><br>Year Ended December 31,	2024				2023				2022
U.S. statutory income tax	$	1,800	21.0	%	$	1,677	21.0	%	$	1,164	21.0	%
State and local taxes – net of federal benefit	102		1.2	%	105		1.3	%	84		1.5	%
Tax on Non-U.S. activities (a)(b)	186		2.2	%	169		2.1	%	176		3.2	%
Share-Based compensation	(66)		(0.8)	%	(66)		(0.8)	%	(41)		(0.7)	%
Russia charges (Note 3)	—		—	%	—		—	%	108		1.9	%
Other (c)	(20)		(0.2)	%	(71)		(0.9)	%	(57)		(1.0)	%
Provision for income taxes	$	2,002	23.4	%	$	1,814	22.7	%	$	1,434	25.9	%

(a)Primarily related to differences between the U.S. tax rate and the statutory tax rate in the countries in which the company operates. It also includes the U.S. tax impact of the non-U.S. activities and other non-U.S. permanent items and tax rate changes. These other items were not material.

(b)2024 includes the tax effect of Pillar II, the 15% global minimum tax rate provisions of the OECD's framework for Pillar Two, which was not material.

(c)Includes net tax benefits related to tax audit settlements of $54 million in 2023 and $71 million in 2022. In 2024, the tax effect of these items was not material.

Net Deferred Tax Liabilities

Net deferred tax liabilities included in the consolidated balance sheets are comprised of the following:

(Millions of dollars)<br><br>December 31,	2024		2023
Deferred tax liabilities
Fixed assets	$	2,378	$	2,686
Goodwill	233		215
Other intangible assets	2,638		2,872
Subsidiary/equity investments	535		586
Other (a)	736		456
	$	6,520	$	6,815
Deferred tax assets
Carryforwards	$	505	$	285
Benefit plans and related (b)(c)	16		243
Inventory	87		82
Accruals and other (d)	827		858
	$	1,435	$	1,468
Less: Valuation allowances (e)	(146)		(176)
	$	1,289	$	1,292
Net deferred tax liabilities	$	5,231	$	5,523
Recorded in the consolidated balance sheets as (Note 7):
Other long-term assets	428		226
Deferred credits	5,659		5,749
	$	5,231	$	5,523

(a)Includes $235 million in 2024 and $221 million in 2023 related to right-of-use lease assets and includes $335 million in 2024 and $170 million in 2023 related to timing differences regarding certain engineering projects accounted for on the cost incurred input method.

(b)Includes deferred tax liabilities of $95 million and deferred tax assets of $60 million in 2024 and 2023, respectively, related to pension / OPEB funded status (see Notes 7 and 16).

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(c)The amounts are net of non-US deferred tax liabilities of $290 million in 2024 and $187 million in 2023.

(d)Includes $244 million in 2024 and $228 million in 2023 related to lease liabilities.

(e)Summary of changes in valuation allowances relating to deferred tax assets follows (millions of dollars):

	2024		2023		2022
Balance, January 1,	$	(176)	$	(276)	$	(235)
Income tax (charge) benefit	26		65		(44)
Other, including write-offs	—		34		—
Translation adjustments	4		1		3
Balance, December 31,	$	(146)	$	(176)	$	(276)

The company evaluates deferred tax assets quarterly to ensure that estimated future taxable income will be sufficient in character (e.g., capital gain versus ordinary income treatment), amount and timing to result in their recovery. After considering the positive and negative evidence, a valuation allowance is established to reduce the assets to their realizable value when management determines that it is more likely than not (i.e., greater than 50% likelihood) that a deferred tax asset will not be realized. Considerable judgment is required in establishing deferred tax valuation allowances.

As of December 31, 2024, the company had $505 million of deferred tax assets relating to net operating losses (“NOLs”) and tax credits and $146 million of valuation allowances. These deferred tax assets include $461 million relating to NOLs, of which $57 million expire within 5 years, $18 million expire after 5 years, and $386 million have no expiration. The deferred tax assets also include $44 million related to credits of which $3 million expire within 5 years, $38 million expire after 5 years, and $3 million have no expiration. The valuation allowances of $146 million primarily relate to NOLs. Management has determined, based on financial projections and available tax strategies, that it is unlikely that the benefit of these losses will be realized. If events or circumstances change, valuation allowances are adjusted at that time resulting in an income tax benefit or charge.

The company has $535 million of non-U.S income and withholding taxes accrued related to its investment in non-U.S. subsidiaries and equity investments. A provision has not been made for any additional non-U.S. income or withholding taxes at December 31, 2024 on approximately $5 billion of unremitted non-U.S. earnings on which the company intends to remain indefinitely reinvested or on other outside basis differences in its investments unrelated to unremitted earnings. A determination of these deferred taxes related to these amounts is not practicable.

Uncertain Tax Positions

Unrecognized income tax benefits represent income tax positions taken on income tax returns but not yet recognized in the consolidated financial statements. The company has unrecognized income tax benefits totaling $292 million, $304 million and $325 million as of December 31, 2024, 2023, and 2022, respectively. If recognized, the majority of the unrecognized tax benefits and related interest and penalties would be recorded as a benefit to income tax expense on the consolidated statements of income.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

(Millions of dollars)	2024		2023		2022
Unrecognized income tax benefits, January 1	$	304	$	325	$	387
Additions for tax positions of prior years	19		108		26
Reductions for tax positions of prior years (a)	(9)		(121)		(45)
Additions for current year tax positions	11		—		—
Reductions for settlements with taxing authorities	(12)		(1)		(23)
Other (b)	(21)		(7)		(20)
Unrecognized income tax benefits, December 31	$	292	$	304	$	325

(a)2023 and 2022 amounts are primarily related to the closure of tax audits.

(b)Other includes reductions for statute of limitation lapses and foreign currency translation.

The company classifies interest income and expense related to income taxes as tax expense in the consolidated statements of income. The company recognized net interest expense of $3 million and net interest benefit of $17 million and of $3 million for the years ended December 31, 2024, 2023, and 2022, respectively. The company had $16 million and $14

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million of accrued interest and penalties as of December 31, 2024 and 2023, respectively, which were recorded in other long-term liabilities in the consolidated balance sheets (See Note 7).

As of December 31, 2024, the company remained subject to examination in the following major tax jurisdictions for the tax years as indicated below:

Major tax jurisdictions	Open Years
Americas
United States	2021 through 2024
Canada	2014 through 2024
Mexico	2014 through 2024
Brazil	2008 through 2024
EMEA
France	2020 through 2024
Germany	2018 through 2024
United Kingdom	2022 through 2024
APAC
Australia	2020 through 2024
China	2019 through 2024
India	2006 through 2024
South Korea	2020 through 2024

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

NOTE 6. EARNINGS PER SHARE – LINDE PLC SHAREHOLDERS

Basic and Diluted earnings per share - Linde plc shareholders is computed by dividing Net income – Linde plc for the period by the weighted average number of either basic or diluted shares outstanding, as follows:

	2024		2023		2022
Numerator (Millions of dollars)
Net Income – Linde plc	$	6,565	$	6,199	$	4,147
Denominator (Thousands of shares)
Weighted average shares outstanding	477,998		487,656		499,254
Shares earned and issuable under compensation plans	775		535		482
Weighted average shares used in basic earnings per share	478,773		488,191		499,736
Effect of dilutive securities
Stock options and awards	3,319		4,099		4,302
Weighted average shares used in diluted earnings per share	482,092		492,290		504,038
Basic Earnings Per Share	$	13.71	$	12.70	$	8.30
Diluted Earnings Per Share	$	13.62	$	12.59	$	8.23

The weighted-average of antidilutive securities excluded from the calculation of diluted earnings per share was 268 thousand for the twelve months ended December 31, 2024. There were no antidilutive securities in the respective 2023 and 2022 periods.

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NOTE 7. SUPPLEMENTAL INFORMATION

Income Statement

(Millions of dollars)<br><br>Year Ended December 31,	2024		2023		2022
Selling, General and Administrative
Selling	$	1,333	$	1,330	$	1,295
General and administrative	2,004		1,965		1,812
	$	3,337	$	3,295	$	3,107		Year Ended December 31,	2024		2023		2022
---	---	---	---	---	---	---
Depreciation and Amortization (a)
Depreciation	$	3,226	$	3,266	$	3,633
Amortization of intangibles (Note 10)	554		550		571
Depreciation and Amortization	$	3,780	$	3,816	$	4,204		Year Ended December 31,	2024		2023		2022
---	---	---	---	---	---	---
Other Income (Expenses) – Net
Currency related net gains (losses)	$	(11)	$	(47)	$	(18)
Partnership income	3		2		18
Severance expense	(16)		(12)		(13)
Asset divestiture gains (losses) – net	60		6		(9)
Insurance recoveries	45		10		2
Other – net gains (losses)	104		—		(42)
	$	185	$	(41)	$	(62)		Year Ended December 31,	2024		2023		2022
---	---	---	---	---	---	---
Interest Expense – Net
Interest incurred on debt and other	$	555	$	480	$	277
Interest income	(228)		(197)		(117)
Amortization on acquired debt	(3)		(16)		(35)
Interest capitalized	(68)		(67)		(62)
	$	256	$	200	$	63

Balance Sheet

(Millions of dollars)<br><br>December 31,	2024		2023
Accounts Receivable
Trade and Other receivables	$	5,043	$	5,175
Less: allowance for expected credit losses	(421)		(457)
	$	4,622	$	4,718

Receivables

Linde applies loss rates that are lifetime expected credit losses at initial recognition of the receivables. These expected loss rates are based on an analysis of the actual historical default rates for each business, taking regional circumstances into account. If necessary, these historical default rates are adjusted to reflect the impact of current changes in the macroeconomic environment using forward-looking information. The loss rates are also evaluated based on the expectations of the responsible management team regarding the collectability of the receivables. Gross trade receivables aged less than one year were $4,573 million and $4,667 million at December 31, 2024 and December 31, 2023,

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respectively, and gross receivables aged greater than one year were $322 million and $354 million at December 31, 2024 and December 31, 2023, respectively. Gross other receivables were $148 million and $154 million at December 31, 2024 and December 31, 2023, respectively. Receivables aged greater than one year are generally fully reserved unless specific circumstances warrant exceptions, such as those backed by federal governments.

Provisions for expected credit losses were $180 million, $175 million and $163 million for the twelve months ended December 31, 2024, 2023 and 2022, respectively. The allowance activity in the twelve months ended December 31, 2024 related to write-offs of uncollectible amounts, net of recoveries and currency movements is not material.

December 31,	2024		2023
Inventories
Raw materials and supplies	$	529	$	614
Work in process	371		390
Finished goods	1,046		1,111
	$	1,946	$	2,115		December 31,	2024		2023
---	---	---	---	---
Prepaid and Other Current Assets
Prepaid and other deferred charges (b)	$	579	$	583
VAT recoverable	177		178
Unrealized gains on derivatives (Note 12)	302		73
Other (c)	206		93
	$	1,264	$	927		December 31,	2024		2023
---	---	---	---	---
Other Long-term Assets
Pension assets (Note 16)	$	1,106	$	380
Insurance contracts (d)	32		38
Long-term receivables, net (e)	28		163
Lease assets (Note 4)	989		938
Deposits	73		76
Investments carried at cost (f) (Note 17)	106		187
Deferred charges	58		60
Deferred income taxes (Note 5)	428		226
Unrealized gains on derivatives (Note 12)	4		8
Other	206		223
	$	3,030	$	2,299

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December 31,	2024		2023
Other Current Liabilities
Accrued expenses	$	1,321	$	1,494
Payroll	618		678
VAT payable	256		253
Pension and postretirement (Note 16)	37		31
Interest payable	227		129
Lease liability (Note 4)	230		227
Insurance reserves	20		21
Unrealized losses on derivatives (Note 12)	92		41
Cost reduction programs and other charges (Note 3)	175		146
Other	950		1,136
	$	3,926	$	4,156

Payables

Linde has agreements to provide supplier finance programs which facilitate participating suppliers' ability to finance payment obligations of the company with designated third-party financial institutions. The outstanding payment obligations under the company’s supplier finance programs are included in the consolidated balance sheets and were not material as of December 31, 2024 or 2023.

December 31,	2024		2023
Other Long-term Liabilities
Pension and postretirement (Note 16)	$	519	$	693
Tax liabilities for uncertain tax positions (Note 5)	210		216
Tax Act liabilities (g)	—		80
Lease liability (Note 4)	756		715
Interest and penalties for uncertain tax positions (Note 5)	16		14
Insurance reserves	60		54
Asset retirement obligation	305		305
Unrealized losses on derivatives (Note 12)	9		6
Cost reduction programs and other charges (Note 3)	66		68
Contingent liabilities (Note 17)	1,646		1,148
Other	428		505
	$	4,015	$	3,804
December 31,	2024		2023
---	---	---	---	---
Deferred Credits
Deferred income taxes (Note 5)	$	5,659	$	5,749
Contract liabilities (Note 19)	1,098		1,049
	$	6,757	$	6,798

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December 31,	2024		2023
Accumulated Other Comprehensive Income (Loss)
Cumulative translation adjustment - net of taxes:
Americas (h)	$	(4,422)	$	(3,618)
EMEA (h)	(1,235)		(737)
APAC (h)	(1,736)		(1,037)
Engineering	(432)		(93)
Other	858		113
	(6,967)		(5,372)
Derivatives – net of taxes	(6)		7
Pension/OPEB funded status obligation (net of $95 million tax obligation in 2024 and $60 million tax benefit in 2023) (Note 16)	79		(440)
	$	(6,894)	$	(5,805)

(a)Depreciation and amortization expense in 2024 include $467 million and $456 million, respectively, of Linde AG purchase accounting impacts. In 2023, depreciation and amortization expense include $529 million and $462 million, respectively, of Linde AG purchase accounting impacts.

(b)    Includes estimated income tax payments of $221 million in 2024 and $173 million in 2023.

(c)     In 2024, the amounts relate primarily to current notes receivables from the sale of GIST.

(d)    Consists primarily of insurance contracts and other investments to be utilized for non-qualified pension and OPEB obligations.

(e)    The balances at December 31, 2024 and 2023 are net of reserves of $36 million and $42 million, respectively. In 2023, the amounts relate primarily to long-term notes receivable from customers in APAC, government receivables in Brazil and receivables from the sale of GIST.

(f)    Includes investments from the deconsolidation of Russian subsidiaries.

(g)    Represents tax payable related to the deemed repatriation tax pursuant to the U.S. Tax Cuts and Jobs Act of 2018. The company is required to fund the balance in annual installments through 2025. In 2024, the final annual installment was reclassified to accrued taxes.

(h)    Americas consists of currency translation adjustments primarily in Canada, Mexico, and Brazil. EMEA relates primarily to Germany, the U.K., the Netherlands, Norway and Sweden. APAC relates primarily to China, South Korea, India, and Australia.

NOTE 8. PROPERTY, PLANT AND EQUIPMENT – NET

Significant classes of property, plant and equipment are as follows:

(Millions of dollars)<br><br>December 31,	Depreciable Lives (Yrs)	2024		2023
Production plants (primarily 15-year life) (a)	10-20	$	35,364	$	33,071
Storage tanks	15-20	5,689		5,445
Transportation equipment and other	3-15	4,210		4,050
Cylinders	10-30	4,970		4,993
Buildings	25-40	3,355		3,275
Land and improvements (b)	0-20	1,045		1,087
Construction in progress		4,086		3,404
		58,719		55,325
Less: accumulated depreciation		(33,944)		(30,773)
		$	24,775	$	24,552

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

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(b)     Land is not depreciated.

NOTE 9. GOODWILL

Changes in the carrying amount of goodwill for the years ended December 31, 2024 and 2023 were as follows:

(Millions of dollars)	Americas		EMEA		APAC		Engineering		Other		Total
Balance, December 31, 2022	$	9,136	$	9,492	$	4,550	$	2,349	$	290	$	25,817
Acquisitions (Note 2)	550		—		3		—		—		553
Foreign currency translation and other	17		347		(54)		73		3		386
Disposals	—		(5)		—		—		—		(5)
Balance, December 31, 2023	9,703		9,834		4,499		2,422		293		26,751
Acquisitions (Note 2)	191		—		17		—		—		208
Foreign currency translation and other	(56)		(538)		(253)		(150)		(21)		(1,018)
Disposals (Note 2)	—		—		(4)		—		—		(4)
Balance, December 31, 2024	$	9,838	$	9,296	$	4,259	$	2,272	$	272	$	25,937

Linde performs its goodwill impairment tests annually as of October 1 or more frequently if events or circumstances indicate that an impairment loss may have been incurred. For the fourth quarter 2024 test, the company applied the FASB's accounting guidance which allows the company to first assess qualitative factors to determine the extent of additional quantitative analysis, if any, that may be required to test goodwill for impairment. Based on the qualitative assessments performed, the company concluded that it was more likely than not that the fair value of each reporting unit substantially exceeded its carrying value and therefore, further quantitative analysis was not required. As a result, no impairment was recorded. There were no indicators of impairment since the annual goodwill impairment test was performed through December 31, 2024.

NOTE 10. OTHER INTANGIBLE ASSETS

The following is a summary of Linde’s other intangible assets at December 31, 2024 and 2023:

(Millions of dollars) For the year ended December 31, 2024	Customer Relationships		Brands/Tradenames		Other Intangible Assets		Total
Cost:
Balance, December 31, 2023	$	11,479	$	2,609	$	1,913	$	16,001
Additions	22		—		28		50
Foreign currency translation	(530)		(107)		(113)		(750)
Disposals	(10)		(2)		(48)		(60)
Other *	11		4		154		169
Balance, December 31, 2024	10,972		2,504		1,934		15,410
Less: accumulated amortization:
Balance, December 31, 2023	(2,270)		(233)		(1,099)		(3,602)
Amortization expense (Note 7)	(416)		(36)		(102)		(554)
Foreign currency translation	116		5		66		187
Disposals	2		—		42		44
Other *	(3)		(1)		(151)		(155)
Balance, December 31, 2024	(2,571)		(265)		(1,244)		(4,080)
Net Balance, December 31, 2024	$	8,401	$	2,239	$	690	$	11,330
(Millions of dollars) For the year ended December 31, 2023	Customer Relationships		Brands/Tradenames		Other Intangible Assets		Total
---	---	---	---	---	---	---	---	---
Cost:
Balance, December 31, 2022	$	11,062	$	2,565	$	1,697	$	15,324
Additions	258		6		50		314
Foreign currency translation	185		38		41		264
Disposals	(3)		—		(20)		(23)
Other *	(23)		—		145		122
Balance, December 31, 2023	11,479		2,609		1,913		16,001
Less: accumulated amortization:
Balance, December 31, 2022	(1,841)		(196)		(867)		(2,904)
Amortization expense (Note 7)	(423)		(36)		(91)		(550)
Foreign currency translation	(36)		(1)		(24)		(61)
Disposals	—		—		21		21
Other *	30		—		(138)		(108)
Balance, December 31, 2023	(2,270)		(233)		(1,099)		(3,602)
Net balance at December 31, 2023	$	9,209	$	2,376	$	814	$	12,399

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

There are no expected residual values related to these intangible assets. Amortization expense for the years ended December 31, 2024, 2023 and 2022 was $554 million, $550 million and $571 million, respectively. The remaining weighted-average amortization period for intangible assets is approximately 23 years.

Total estimated annual amortization expense related to finite-lived intangibles is as follows:

(Millions of dollars)
2025	$	570
2026	554
2027	545
2028	528
2029	525
Thereafter	6,958
Total amortization related to finite-lived intangible assets	9,680
Indefinite-lived intangible assets at December 31, 2024	1,650
Net intangible assets at December 31, 2024	$	11,330

NOTE 11. DEBT

The following is a summary of Linde’s outstanding debt at December 31, 2024 and 2023:

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(Millions of dollars)
December 31,	2024		2023
SHORT-TERM
Commercial paper	$	3,964	$	4,483
Other bank borrowings (primarily non U.S.)	259		230
Total short-term debt	4,223		4,713
LONG-TERM (a)
(U.S. dollar denominated unless otherwise noted)
1.20% Euro denominated notes due 2024 (c)	—		607
1.875% Euro denominated notes due 2024 (b,e)	—		332
4.800% Notes due 2024 (g)	—		300
4.700% Notes due 2025	599		599
2.65% Notes due 2025	400		399
1.625% Euro denominated notes due 2025	517		550
3.625% Euro denominated notes due 2025	517		551
0.00% Euro denominated notes due 2026	726		774
3.20% Notes due 2026	725		724
3.434% Notes due 2026	199		198
1.652% Euro denominated notes due 2027	84		90
0.250% Euro denominated notes due 2027	776		827
1.00% Euro denominated notes due 2027	519		553
1.00% Euro denominated notes due 2028 (b)	742		780
3.00% Euro denominated notes due 2028 (d)	722		—
3.375% Euro denominated notes due 2029	773		824
1.10% Notes due 2030	697		697
1.90% Euro denominated notes due 2030	106		114
3.375% Euro denominated notes due 2030 (f)	772		—
1.375% Euro denominated notes due 2031	779		829
3.20% Euro denominated notes due 2031 (d)	878		—
0.550% Euro denominated notes due 2032	772		823
0.375% Euro denominated notes due 2033	512		546
3.625% Euro denominated notes due 2034	670		714
3.50% Euro denominated notes due 2034 (f)	769		—
1.625% Euro denominated notes due 2035	822		876
3.40% Euro denominated notes due 2036 (d)	718		—
3.55% Notes due 2042	666		666
3.75% Euro denominated notes due 2044 (f)	712		—
2.00% Notes due 2050	297		296
1.00% Euro denominated notes due 2051	707		755
Other	10		10
Non U.S. borrowings	214		226
	17,400		14,660
Less: current portion of long-term debt	(2,057)		(1,263)
Total long-term debt	15,343		13,397
Total debt	$	21,623	$	19,373

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(a)Amounts are net of unamortized discounts, premiums and/or debt issuance costs as applicable.

(b)December 31, 2024 and December 31, 2023 included a cumulative $32 million and $46 million adjustment to carrying value, respectively, related to hedge accounting of interest rate swaps, including related terminations. Refer to Note 12.

(c)In February 2024, Linde repaid €550 million of 1.20% notes that became due.

(d)In February 2024, Linde issued €700 million of 3.00% notes due in 2028, €850 million of 3.20% notes due in 2031 and €700 million of 3.40% notes due in 2036.

(e)In May 2024, Linde repaid €300 million of 1.875% notes that became due.

(f)In June 2024, Linde issued €750 million of 3.375% notes due in 2030, €750 million of 3.500% notes due in 2034 and €700 million of 3.750% notes due in 2044.

(g)In December 2024, Linde repaid $300 million of 4.800% notes that became due.

Credit Facilities

On December 7, 2022, the company and certain of its subsidiaries entered into an amended and restated unsecured revolving credit agreement (the “Five Year Credit Agreement”) with a syndicate of banking institutions. The Five Year Credit Agreement provides for total commitments of $5.0 billion, which may be increased up to $6.5 billion, subject to receipt of additional commitments and satisfaction of customary conditions. There are no financial maintenance covenants contained within the Credit Agreement. The revolving credit facility expires on December 7, 2027 with the option to request two one-year extensions of the expiration date.

In addition, on December 4, 2024, the company and certain of its subsidiaries entered into an unsecured 364-day revolving credit agreement (the “364-Day Credit Agreement” and, together with the Five Year Credit Agreement, the “Credit Agreements”) with a syndicate of banking institutions. The 364-Day Credit Agreement provides for total commitments of $1.5 billion. There are no financial maintenance covenants contained within the Credit Agreement. The 364-Day Credit Agreement expires on December 3, 2025 with the option to elect to have the entire principal balances outstanding under the Credit Agreement converted into non-revolving term loans, which will be due and payable one year after the commitment termination date.

No borrowings were outstanding under the Credit Agreements as of December 31, 2024.

Other Debt Information

The weighted-average interest rates of short-term borrowings outstanding were 3.8% and 4.8% as of December 31, 2024 and 2023, respectively.

Expected maturities of long-term debt are as follows:

(Millions of dollars)
2025	$	2,057
2026	1,670
2027	1,391
2028	1,547
2029	785
Thereafter	9,950
	$	17,400

As of December 31, 2024, the amount of Linde's assets pledged as collateral was immaterial.

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

NOTE 12. FINANCIAL INSTRUMENTS

In its normal operations, Linde is exposed to market risks relating to fluctuations in interest rates, foreign currency exchange rates, energy and commodity costs. The objective of financial risk management at Linde is to minimize the negative impact of such fluctuations on the company’s earnings and cash flows. To manage these risks, among other strategies, Linde routinely enters into various derivative financial instruments (“derivatives”) including interest-rate swap and treasury rate lock agreements, currency-swap agreements, forward contracts, currency options, and commodity-swap

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agreements. These instruments are not entered into for trading purposes and Linde only uses commonly traded and non-leveraged instruments.

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

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

Counterparties to Linde’s derivatives are major banking institutions with credit ratings of investment grade or better. The company has Credit Support Annexes ("CSAs") in place for certain entities with their principal counterparties to minimize potential default risk and to mitigate counterparty risk. Under the CSAs, the fair values of derivatives for the purpose of interest rate and currency management are collateralized with cash on a regular basis. As of December 31, 2024, the impact of such collateral posting arrangements on the fair value of derivatives was insignificant. Management believes the risk of incurring losses on derivative contracts related to credit risk is remote and any losses would be immaterial.

The following table is a summary of the notional amount and fair value of derivatives outstanding at December 31, 2024 and 2023 for consolidated subsidiaries:

					Fair Value
(Millions of dollars)	Notional Amounts				Assets (a)				Liabilities (a)
December 31,	2024		2023		2024		2023		2024		2023
Derivatives Not Designated as Hedging Instruments:
Currency contracts:
Balance sheet items	$	9,935	$	4,567	$	256	$	46	$	64	$	26
Forecasted transactions	168		335		2		11		6		6
Total	$	10,103	$	4,902	$	258	$	57	$	70	$	32
Derivatives Designated as Hedging Instruments:
Currency contracts:
Forecasted transactions	$	780	$	749	$	7	$	20	$	11	$	4
Forward exchange contracts	1,059		—		30		—		—		—
Commodity contracts	N/A		N/A		11		3		20		7
Interest rate swaps	—		1,214		—		1		—		4
Total Hedges	$	1,839	$	1,963	$	48	$	24	$	31	$	15
Total Derivatives	$	11,942	$	6,865	$	306	$	81	$	101	$	47

(a) Amounts at December 31, 2024 and 2023, respectively, included current assets of $302 million and $73 million, which are recorded in prepaid and other current assets; long-term assets of $4 million and $8 million, which are recorded in other long-term assets; current liabilities of $92 million and $41 million, which are recorded in other current liabilities; and long-term liabilities of $9 million and $6 million, which are recorded in other long-term liabilities.

In addition, during 2024, Linde issued credit default swaps (“CDS”) to third-party financial institutions. The CDS relate to secured borrowings provided by the financial institutions to a government customer in Mexico, that were utilized to pay certain of Linde’s outstanding receivables. The notional amount of the CDS, which was $198 million and $60 million for the two programs as of December 31, 2024, will reduce on a monthly basis over their respective 24-month and 22-month terms. As of December 31, 2024, the fair value of both derivative liabilities were not material.

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Balance Sheet Items

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

Forecasted Transactions

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

Commodity Contracts

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

Net Investment Hedges

Foreign Currency-Denominated Debt Designations

As of December 31, 2024, Linde has €17.9 billion ($19.0 billion) Euro-denominated notes and intercompany loans, ¥3.7 billion ($0.5 billion) CNY-denominated intercompany loans, and C$1.4 billion ($1.0 billion) CAD-denominated intercompany loans that are designated as hedges of the net investment positions in certain foreign operations. Since hedge inception, the deferred gain recorded within the cumulative translation adjustment component of accumulated other comprehensive income (loss) in the consolidated balance sheet is $1,220 million (deferred gain of $1,175 million in the consolidated statement of comprehensive income for the year ended December 31, 2024), which is largely offset by an offsetting loss or gain on the underlying foreign net investment being hedged.

Foreign Currency Forward Exchange Contract Designations

In 2024, the Company entered into forward exchange contracts to partially hedge its net investment in certain foreign-denominated subsidiaries. The Company assesses the forward exchange contracts used as net investment hedges under the spot method. This results in the difference between the spot rate and the forward rate of the forward exchange contract being excluded from the assessment of hedge effectiveness and recorded as incurred as a reduction in interest expense - net in the consolidated statements of income. Since hedge inception and for the year ended December 31, 2024, the deferred gain recorded within the cumulative translation adjustment component of accumulated other comprehensive income (loss) in the consolidated balance sheet is $30 million, which is largely offset by an offsetting loss or gain on the underlying foreign net investment being hedged. The amount of net interest income recorded in 2024 for all forward exchange contracts was immaterial.

Effects of Previous Hedge Designations

As of December 31, 2024, exchange rate movements relating to previously designated hedges that remain in accumulated other comprehensive income (loss) is a gain of $56 million. These movements will remain in accumulated other comprehensive income (loss), until appropriate, such as upon sale or liquidation of the related foreign operations at which time amounts will be reclassified to the consolidated statements of income.

Interest Rate Swaps

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Linde has historically used interest rate swaps to hedge the exposure to changes in the fair value of financial assets and financial liabilities as a result of interest rate changes. When used, these interest rate swaps would effectively convert fixed-rate interest exposures to variable rates; fair value adjustments were recognized in earnings along with an equally offsetting charge/benefit to earnings for the changes in the fair value of the underlying financial asset or financial liability (see Note 11).

In addition, as of December 31, 2023, Linde was using interest rate swaps with a notional value of €1 billion to hedge the variability of future cash flows of forecasted transactions due to interest rate risk and had designated this as a cash flow hedge. The interest rate swaps were terminated during the first quarter of 2024 with the February debt issuance and the settlement values were immaterial.

Derivatives Impact on Consolidated Statements of Income

The following table summarizes the impact of the company's derivatives on the consolidated statements of income:

(Millions of dollars)	Amount of Pre-Tax Gain (Loss)    <br>Recognized in Earnings *
Year Ended December 31,	2024		2023		2022
Derivatives Not Designated as Hedging Instruments
Currency contracts:
Balance sheet items:
Debt-related	$	88	$	91	$	12
Other balance sheet items	—		(1)		8
Total	$	88	$	90	$	20

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

The amounts of gain or loss recognized in accumulated other comprehensive income (loss) and reclassified to the consolidated statements of income were not material for the years ended December 31, 2024, 2023, and 2022. Net impacts expected to be reclassified to earnings during the next twelve months are also not material.

NOTE 13. FAIR VALUE DISCLOSURES

The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as follows:

Level 1 – quoted prices in active markets for identical assets or liabilities

Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 – inputs that are unobservable (for example, cash flow modeling inputs based on assumptions)

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table summarizes assets and liabilities measured at fair value on a recurring basis at December 31, 2024 and 2023:

	Fair Value Measurements Using
(Millions of dollars)	Level 1				Level 2				Level 3
	2024		2023		2024		2023		2024		2023
Assets
Derivative assets	$	—	$	—	$	306	$	81	$	—	$	—
Investments and securities *	16		16		—		—		12		12
Total	$	16	$	16	$	306	$	81	$	12	$	12
Liabilities
Derivative liabilities	$	—	$	—	$	101	$	47	$	—	$	—

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

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Level 1 investments and securities are marketable securities traded on an exchange. Level 2 investments are based on market prices obtained from independent brokers or determined using quantitative models that use as their basis readily observable market parameters that are actively quoted and can be validated through external sources, including third-party pricing services, brokers and market transactions. Level 3 investments and securities consist of a venture fund. For the valuation, Linde uses the net asset value received as part of the fund's quarterly reporting, which for the most part is not based on quoted prices in active markets. In order to reflect current market conditions, Linde proportionally adjusts these by observable market data (stock exchange prices) or current transaction prices.

Changes in level 3 investments and securities were immaterial.

The fair value of cash and cash equivalents, short-term debt, accounts receivable-net, and accounts payable approximate carrying value because of the short-term maturities of these instruments.

The fair value of long-term debt is estimated based on the quoted market prices for the same or similar issues. Long-term debt is categorized within Level 2 of the fair value hierarchy. At December 31, 2024, the estimated fair value of Linde’s long-term debt portfolio was $16,234 million versus a carrying value of $17,400 million. At December 31, 2023, the estimated fair value of Linde’s long-term debt portfolio was $13,337 million versus a carrying value of $14,660 million. Differences between the carrying value and the fair value are attributable to fluctuations in interest rates subsequent to when the debt was issued and relative to stated coupon rates.

NOTE 14. EQUITY AND NONCONTROLLING INTERESTS

Linde plc Shareholders’ Equity

On March 1, 2023, in connection with the shareholder approved intercompany reorganization that resulted in the delisting of old Linde plc from the New York Stock Exchange (NYSE) and the Frankfurt Stock Exchange (FSE), and the subsequent relisting of new Linde plc to the NYSE, Linde shareholders automatically received one share of the new holding company in exchange for each share of Linde plc that was previously owned. The company issued 490,766,972 new Linde shares. Linde plc's historical treasury shares were immediately canceled which resulted in an approximate $15 billion decrease in treasury shares and retained earnings in Shareholders' Equity. On November 7, 2023, Linde plc transferred the listing of its ordinary shares from the NYSE to the Nasdaq, and continued trading under the ticker symbol "LIN".

At December 31, 2024 and 2023, Linde has total authorized share capital of €1,825,000 divided into 1,750,000,000 ordinary shares of €0.001 each, 25,000 A ordinary shares of €1.00 each, 25,000 deferred shares of €1.00 each and 25,000,000 preferred shares of €0.001 each.

At December 31, 2024 there were 490,766,972 and 473,236,732 of Linde plc ordinary shares issued and outstanding, respectively. At December 31, 2024 there were no shares of A ordinary shares, deferred shares or preferred shares issued or outstanding.

At December 31, 2023 there were 490,766,972 and 482,445,145 of Linde plc ordinary shares issued and outstanding, respectively. At December 31, 2023, there were no shares of A ordinary shares, deferred shares or preferred shares issued or outstanding.

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

Other Linde plc Ordinary Share and Treasury Share Transactions

Linde may issue new ordinary shares for dividend reinvestment and stock purchase plans and employee savings and incentive plans. No new ordinary shares were issued in 2024, 2023 and 2022.

On January 25, 2021 the company's board of directors approved the additional repurchase of $5.0 billion of its ordinary shares under which Linde had repurchased 16,662,678 shares through December 31, 2022. Linde completed the repurchases under this program in the first quarter of 2022.

On February 28, 2022, the company's board of directors authorized a new share repurchase program for up to $10.0 billion of its ordinary shares ("2022 program") under which Linde had repurchased 29,552,394 shares through December 31, 2024. Linde completed the repurchases under this program in the second quarter of 2024.

On October 23, 2023, the company's board of directors approved a new share repurchase program for up to $15.0 billion of its ordinary shares ("2023 program") under which Linde has repurchased $3.1 billion as of December 31, 2024. This

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program will terminate on the earlier of the date as the maximum authority under the 2023 program is reached or the board terminates the 2023 program.

Noncontrolling Interests

Noncontrolling interest ownership changes are presented within the consolidated statements of equity. 2022 includes the impact of deconsolidating the company's Russian gas and engineering business entities (see Note 3).

Redeemable Noncontrolling Interests

Noncontrolling interests with redemption features, such as put/sell options, that are not solely within the company’s control (“redeemable noncontrolling interests”) are reported separately in the consolidated balance sheets at the greater of carrying value or redemption value. For redeemable noncontrolling interests that are not yet exercisable, Linde calculates the redemption value by accreting the carrying value to the redemption value over the period until exercisable. If the redemption value is greater than the carrying value, any increase is adjusted directly to retained earnings and does not impact net income. At December 31, 2024 and 2023, the redeemable noncontrolling interest balance includes an industrial gas business in EMEA where the noncontrolling shareholders have put options.

NOTE 15. SHARE-BASED COMPENSATION

Share-based compensation expense was $160 million in 2024 ($141 million and $107 million in 2023 and 2022, respectively). The related income tax benefit recognized was $88 million in 2024 ($88 million and $64 million in 2023 and 2022, respectively). The expense was primarily recorded in selling, general and administrative expenses and no share-based compensation expense was capitalized.

Summary of Plans

The 2021 Linde plc Long Term Incentive Plan (the “2021 Plan") was adopted by the Board of Directors and shareholders of Linde plc on July 26, 2021. The 2021 Plan permits awards of stock options, stock appreciation rights, restricted stock and restricted stock units, performance-based stock units and other equity awards to eligible officer and non-officer employees and non-employee directors of the company and its affiliates. As of December 31, 2024, 7,149,967 shares remained available for equity grants under the 2021 Plan, of which 2,226,852 shares may be granted as awards other than options or stock appreciation rights.

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

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

Stock Option Fair Value

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

The weighted-average fair value of options granted during 2024 was $112.63 ($83.69 in 2023 and $45.07 in 2022) based on the Black-Scholes Options-Pricing model. The increase in the grant date fair value year-over-year is primarily attributable to the increase in the stock price.

The following weighted-average assumptions were used to value the grants in 2024, 2023 and 2022:

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Year Ended December 31,	2024		2023		2022
Dividend yield	1.2	%	1.4	%	1.7	%
Volatility	22.5	%	22.0	%	20.6	%
Risk-free interest rate	4.01	%	4.23	%	1.70	%
Expected term years	5		5		5

The following table summarizes option activity under the plans as of December 31, 2024 and changes during the period then ended (averages are calculated on a weighted basis; life in years; intrinsic value expressed in millions):

Activity	Number  of<br>Options<br>(000’s)	Average<br>Exercise<br>Price		Average<br>Remaining<br>Life	Aggregate<br>Intrinsic<br>Value
Outstanding at January 1, 2024	5,825	$	180.58
Granted	310	465.27
Exercised	(1,085)	146.21
Cancelled or expired	(27)	397.03
Outstanding at December 31, 2024	5,023	$	204.50	4.6	$	1,090
Exercisable at December 31, 2024	4,356	$	176.78	4.0	$	1,054

The aggregate intrinsic value represents the difference between the company’s closing stock price of $418.67 as of December 31, 2024 and the exercise price multiplied by the number of in the money options outstanding as of that date. The total intrinsic value of stock options exercised during 2024 was $327 million ($283 million and $176 million in 2023 and 2022, respectively).

Cash received from option exercises under all share-based payment arrangements for 2024 was $31 million ($33 million and $36 million in 2023 and 2022, respectively). The cash tax benefit realized from share-based compensation totaled $89 million for 2024 ($86 million and $61 million cash tax benefit in 2023 and 2022, respectively).

As of December 31, 2024, $21 million of unrecognized compensation cost related to non-vested stock options is expected to be recognized over a weighted-average period of approximately 1 year.

Performance-Based and Restricted Stock Unit Awards

In 2024, the company granted 301,358 performance-based stock unit awards under the 2021 Plan to senior management that vest, subject to the attainment of pre-established minimum performance criteria, principally on the third anniversary of their date of grant. These awards are tied to either after tax return on capital ("ROC") performance or relative total shareholder return ("TSR") performance versus that of a blended group of companies that is comprised of the S&P 500, excluding the Financial sector, and Eurofirst 300. The actual number of shares issued in settlement of a vested award can range from zero to 200 percent of the target number of shares granted based upon the company’s attainment of specified performance targets at the end of a three-year period. Compensation expense related to these awards is recognized over the three-year performance period based on the fair value of the closing market price of the company’s ordinary shares on the date of the grant and the estimated performance that will be achieved. Compensation expense for ROC awards will be adjusted during the three-year performance period based upon the estimated performance levels that will be achieved. TSR awards are measured at their grant date fair value and not subsequently re-measured. The number of performance-based stock unit awards granted in 2024 includes an increase of 177,383 stock units to the target number of performance-based awards originally granted in 2021, as these awards achieved a higher payout factor upon completion of the three-year performance period.

The weighted-average fair value of ROC awards granted in 2024 was $450.53 ($340.80 in 2023 and $257.63 in 2022). These fair values are based on the closing market price of Linde's ordinary shares on the grant date adjusted for dividends that will not be paid during the vesting period.

The weighted-average fair value of TSR awards granted in 2024 was $664.77 ($489.33 in 2023 and $301.42 in 2022) and was estimated using a Monte Carlo simulation performed as of the grant date.

There were 124,471 restricted stock units granted to employees by Linde during 2024. The weighted-average fair value of restricted stock units granted during 2024 was $449.10 ($332.69 in 2023 and $260.27 in 2022). These fair values are based on the closing market price of Linde's ordinary shares on the grant date adjusted for dividends that will not be paid during the vesting period. Compensation expense related to the restricted stock units is recognized over the vesting period.

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The following table summarizes non-vested performance-based and restricted stock unit award activity as of December 31, 2024 and changes during the period then ended (shares based on target amounts, averages are calculated on a weighted basis):

	Performance-Based			Restricted Stock
	Number of<br>Shares<br>(000’s)	Average<br>Grant Date<br>Fair Value		Number of<br>Shares<br>(000’s)	Average<br>Grant Date<br>Fair Value
Non-vested at January 1, 2024	572	$	281.11	638	$	232.15
Granted	301	534.58		124	449.10
Vested	(305)	264.41		(160)	244.23
Cancelled and Forfeited	(10)	480.93		(11)	358.22
Non-vested at December 31, 2024	558	$	339.50	591	$	271.59

There are approximately 9 thousand performance-based stock units and 15 thousand restricted stock units that are non-vested at December 31, 2024 which will be settled in cash due to foreign regulatory limitations. The liability related to these grants reflects the current estimate of performance that will be achieved and the current share price.

As of December 31, 2024, $62 million of unrecognized compensation cost related to performance-based awards and $50 million of unrecognized compensation cost related to the restricted stock unit awards is expected to be recognized primarily through the first quarter of 2027.

NOTE 16. RETIREMENT PROGRAMS

Defined Benefit Pension Plans - U.S.

The Linde retirement plans are non-contributory defined benefit plans covering eligible employees and its participating affiliates. Effective July 1, 2002, the Linde U.S. Pension Plan was amended to give participating employees a one-time irrevocable choice between a traditional benefit (the “Traditional Design”) and an account-based benefit (the “Account-Based Design”). The Traditional Design pays a monthly benefit based on years of service and average pay during the last years of the participant’s career with Linde. The Account-Based Design gives participants annual pay credits equal to 4% of eligible compensation, plus interest credits based on long-term treasury rates on the accumulated account balance. This new formula applies to all new employees hired after April 30, 2002 into businesses adopting this plan. The U.S. pension plan assets are comprised of a diversified mix of investments, including corporate equities, government securities and corporate debt securities. Linde has several plans that provide supplementary retirement benefits primarily to higher level employees that are unfunded and are nonqualified for federal tax purposes. Pension coverage for employees of certain of Linde’s non-U.S. subsidiaries generally is provided by those companies through separate plans. Obligations under such plans are primarily provided for through diversified investment portfolios, with some smaller plans provided for under insurance policies or by book reserves.

Defined Benefit Pension Plans - Non-U.S.

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

Multi-employer Pension Plans

In the United States Linde participates in eight multi-employer defined benefit pension plans ("MEPs"), pursuant to the terms of collective bargaining agreements, that cover approximately 200 union-represented employees. The collective bargaining agreements expire on different dates through 2029. In connection with such agreements, the company is required to make periodic contributions to the MEPs in accordance with the terms of the respective collective bargaining

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agreements. Linde’s participation in these plans is not material either at the plan level or in the aggregate. For all MEPs, Linde’s contributions were less than 1% of the total contributions to each plan for 2024, 2023 and 2022.

Linde has obtained the most recently available Pension Protection Act ("PPA") annual funding notices from the Trustees of the MEPs. As of December 31, 2024, there were four Red Zone plans, deemed to be in "critical" or "critical and declining" status that have implemented financial improvement or rehabilitation plans. Linde does not currently anticipate significant future obligations due to the funding status of these plans and any such obligation would be immaterial. If Linde determined it was probable that it would withdraw from an MEP, the company would record a liability for its portion of the MEP’s unfunded pension obligations, as calculated at that time. Historically, such withdrawal payments have not been significant.

Defined Contribution Plans

Linde’s U.S. employees are eligible to participate in defined contribution savings plans offered by their applicable business. Employee contribution percentages vary by plan and are subject to the maximum allowable by IRS regulations. The cost for these defined contribution plans was $69 million in 2024, $59 million in 2023 and $56 million in 2022 (these costs are not included in the tables that follow).

The defined contribution plans include a non-leveraged employee stock ownership plan ("ESOP") which covers all employees participating in this plan. The collective number of shares of Linde ordinary shares in the ESOP totaled 1,578,863 at December 31, 2024.

Certain non-U.S. subsidiaries of the company also sponsor defined contribution plans where contributions are determined under various formulas. The expense for these plans was $62 million in 2024, $60 million in 2023 and $80 million in 2022 (these expenses are not included in the tables that follow).

Postretirement Benefits Other Than Pensions (OPEB)

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

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

Pension and Postretirement Benefit Costs

The components of net pension and postretirement benefits other than pension ("OPEB") costs for 2024, 2023 and 2022 are shown in the table below:

(Millions of dollars)		Year Ended December 31,
	2024			2023			2022
Amount recognized in Operating Profit
Service cost		$	84		$	84		$	127
Amount recognized in Net pension and OPEB cost (benefit), excluding service cost
Interest cost		362			373			201
Expected return on plan assets		(552)			(523)			(518)
Net amortization and deferral		(10)			(30)			74
Settlement charges (a)		10			16			6
		$	(190)		$	(164)		$	(237)
Net periodic benefit cost (benefit)		$	(106)		$	(80)		$	(110)

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

Funded Status

Changes in the benefit obligation and plan assets for Linde’s pension and OPEB programs, including reconciliation of the funded status of the plans to amounts recorded in the consolidated balance sheet, as of December 31, 2024 and 2023 are shown below.

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(Millions of dollars)		Year Ended December 31,
	2024						2023
	U.S.			Non-U.S.			U.S.			Non-U.S.
Change in Benefit Obligation ("PBO")
Benefit obligation, January 1		$	2,187		$	6,385		$	2,129		$	5,586
Service cost		28			56			25			59
Interest cost		103			259			105			268
Participant contributions		11			18			11			18
Actuarial loss (gain)		(73)			(622)			100			532
Benefits paid		(155)			(348)			(162)			(324)
Plan settlement		(11)			(14)			(21)			(14)
Foreign currency translation and other changes		—			(248)			—			260
Benefit obligation, December 31		$	2,090		$	5,486		$	2,187		$	6,385
Accumulated benefit obligation ("ABO")		$	1,964		$	5,405		$	2,037		$	6,300
Change in Plan Assets
Fair value of plan assets, January 1		$	2,050		$	6,178		$	1,891		$	5,794
Actual return on plan assets		267			271			300			365
Company contributions		—			35			—			46
Participant contributions		—			18			—			18
Benefits paid from plan assets		(141)			(321)			(141)			(320)
Foreign currency translation and other changes		—			(231)			—			275
Fair value of plan assets, December 31		$	2,176		$	5,950		$	2,050		$	6,178
Funded Status, End of Year		$	86		$	464		$	(137)		$	(207)
Recorded in the Balance Sheet (Note 7)
Other long-term assets		$	212		$	894		$	19		$	361
Other current liabilities		(16)			(21)			(17)			(14)
Other long-term liabilities		(110)			(409)			(139)			(554)
Net amount recognized, December 31		$	86		$	464		$	(137)		$	(207)
Amounts recognized in accumulated other comprehensive income (loss) consist of:
Net actuarial loss (gain)		$	91		$	(256)		$	290		$	219
Prior service cost (credit)		(9)			—			(10)			1
Deferred tax obligation (benefit) (Note 7)		(21)			116			(67)			7
Amount recognized in accumulated other comprehensive income (loss) (Note 7)		$	61		$	(140)		$	213		$	227

Comparative funded status information as of December 31, 2024 and 2023 for select non-U.S. pension plans is presented in the table below as the benefit obligations of these plans are considered to be significant relative to the total benefit obligation:

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	United Kingdom		Germany		Other Non-U.S.		Total Non-U.S.
(Millions of dollars)	2024		2024		2024		2024
Benefit obligation, December 31	$	2,883	$	1,594	$	1,009	$	5,486
Fair value of plan assets, December 31	3,640		1,418		892		5,950
Funded Status, End of Year	$	757	$	(176)	$	(117)	$	464
	United Kingdom		Germany		Other Non-U.S.		Total Non-U.S.
(Millions of dollars)	2023		2023		2023		2023
Benefit obligation, December 31	$	3,616	$	1,684	$	1,085	$	6,385
Fair value of plan assets, December 31	3,858		1,370		950		6,178
Funded Status, End of Year	$	242	$	(314)	$	(135)	$	(207)

The changes in plan assets and benefit obligations recognized in other comprehensive income in 2024 and 2023 are as follows:

	Pensions
(Millions of dollars)	2024		2023
Current year net actuarial losses (gains)*	$	(681)	$	480
Amortization of net actuarial gains (losses)	9		29
Amortization of prior service credits (costs)	1		1
Pension settlements	(10)		(16)
Foreign currency translation and other changes	7		—
Total recognized in other comprehensive income	$	(674)	$	494

* Pension net actuarial gains in 2024 are largely driven by continued increase in the discount rate environment in U.S. and non-U.S. plans resulting in actuarial gains from a lower PBO as well as favorable plan asset experience for the U.S. plans. In 2023, the actuarial losses were largely driven by the decrease in the discount rate environment resulting from a higher PBO, which was partially offset by favorable plan asset experience for non-U.S plans. The U.S. plan derived a benefit from the actual return on plan assets.

The following table provides information only for those individual pension plans where the accumulated benefit obligation exceeds the fair value of plan assets:

(Millions of dollars)<br><br>Year Ended December 31,		Pensions
	2024						2023
	U.S.			Non-U.S.			U.S.			Non-U.S.
Accumulated benefit obligation ("ABO")		$	44		$	1,746		$	1,952		$	1,880
Fair value of plan assets		$	—		$	1,384		$	1,945		$	1,385

The following table provides information only for those individual pension plans where the projected benefit obligation exceeds the fair value of plan assets:

(Millions of dollars)<br><br>Year Ended December 31,		Pensions
	2024						2023
	U.S.			Non-U.S.			U.S.			Non-U.S.
Projected benefit obligation ("PBO")		$	47		$	1,796		$	2,012		$	1,932
Fair value of plan assets		$	—		$	1,391		$	1,945		$	1,390

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Assumptions

The assumptions used to determine benefit obligations are as of the respective balance sheet dates and the assumptions used to determine net benefit cost are as of the previous year-end, as shown below:

	Pensions
	U.S.				Non-U.S.
	2024		2023		2024		2023
Weighted average assumptions used to determine benefit obligations at December 31,
Discount rate	5.55	%	5.03	%	4.76	%	4.27	%
Interest crediting rate	4.68	%	4.03	%	1.11	%	1.70	%
Rate of increase in compensation levels	3.50	%	3.50	%	2.55	%	2.58	%
Weighted average assumptions used to determine net periodic benefit cost for years ended December 31,
Discount rate	5.03	%	5.35	%	4.27	%	4.58	%
Interest crediting rate	4.03	%	4.02	%	1.70	%	2.13	%
Rate of increase in compensation levels	3.50	%	3.25	%	2.58	%	2.59	%
Expected long-term rate of return on plan assets (1)	7.00	%	7.00	%	6.02	%	5.64	%

(1)    The expected long term rate of return on the U.S. and non-U.S. plan assets is estimated based on the plans' investment strategy and asset allocation, historical capital market performance and, to a lesser extent, historical plan performance.

For the U.S. plans, the expected rate of return of 7.00% was derived based on the target asset allocation of 50%-70% equity securities (approximately 7.20% expected return), 20%-50% fixed income securities (approximately 4.70% expected return) and 2%-8% alternative investments (approximately 4.30% expected return). For the main non-U.S. plans, the expected rate of return was derived based on the weighted average target asset allocation of 15%-25% equity securities (approximately 5.30% expected return), 30%-50% fixed income securities (approximately 5.80% expected return), and 30%-50% alternative investments (approximately 5.60% expected return).

For the U.S. plan assets, the actual annualized total return for the most recent 10-year period ended December 31, 2024 was approximately 7.20%. For the non-U.S. plan assets, the actual annualized total return for the same period was approximately 4.00%. Changes to plan asset allocations and investment strategy over this time period limit the value of historical plan performance as a factor in estimating the expected long term rate of return. For 2025, the expected long-term rate of return on plan assets will be 7.00% for the U.S. plans and 6.02% for non-U.S. plans.

Pension Plan Assets

The investments of the U.S. pension plan are managed to meet the future expected benefit liabilities of the plan over the long term by investing in diversified portfolios consistent with prudent diversification and historical and expected capital market returns. Investment strategies are reviewed by management and investment performance is tracked against appropriate benchmarks. There are no concentrations of risk as it relates to the assets within the plans. The non-U.S. pension plans are managed individually based on diversified investment portfolios, with different target asset allocations that vary for each plan. Weighted-average asset allocations at December 31, 2024 and 2023 for Linde’s U.S. and non-U.S. pension plans, as well as respective asset allocation ranges by major asset category, are generally as follows:

	U.S.								Non-U.S.
Asset Category	Target 2024			Target 2023			2024	2023	Target 2024			Target 2023			2024	2023
Equity securities	50%	-	70%	50%	-	70%	62%	59%	15%	-	25%	15%	-	25%	24%	22%
Fixed income securities	20%	-	50%	20%	-	50%	31%	31%	30%	-	50%	30%	-	50%	29%	30%
Other	2%	-	8%	2%	-	8%	7%	10%	30%	-	50%	30%	-	50%	47%	48%

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The following table summarizes pension assets measured at fair value by asset category at December 31, 2024 and 2023. Transfers of assets were not material for the year ended December 31, 2024 and 2023. See Note 13 for the definition of levels within the fair value hierarchy:

	Fair Value Measurements Using
	Level 1				Level 2				Level 3 **				Total
(Millions of dollars)	2024		2023		2024		2023		2024		2023		2024		2023
Cash and cash equivalents	$	407	$	368	$	—	$	—	$	—	$	—	$	407	$	368
Equity securities:
Global equities	1,149		926		—		—		—		—		1,149		926
Mutual funds	344		298		—		—		—		—		344		298
Fixed income securities:
Government bonds	—		—		1,304		1,486		—		—		1,304		1,486
Emerging market debt	—		—		294		283		—		—		294		283
Mutual funds	130		119		61		60		—		—		191		179
Corporate bonds	—		—		401		324		—		—		401		324
Bank loans	—		—		25		27		—		—		25		27
Alternative investments:
Real estate funds	—		—		—		—		314		324		314		324
Private debt	—		—		—		—		1,048		1,345		1,048		1,345
Insurance contracts	—		—		—		—		54		51		54		51
Liquid alternatives	—		—		1,087		1,022		—		—		1,087		1,022
Other investments	2		1		23		22		—		—		25		23
Total plan assets at fair value,<br>December 31,	$	2,032	$	1,712	$	3,195	$	3,224	$	1,416	$	1,720	$	6,643	$	6,656
Pooled funds *													1,483		1,572
Total fair value plan assets<br>December 31,													$	8,126	$	8,228

* Pooled funds are measured using the net asset value ("NAV") as a practical expedient for fair value as permissible under the accounting standard for fair value measurements and have not been categorized in the fair value hierarchy.

** The following table summarizes changes in fair value of the pension plan assets classified as level 3 for the periods ended December 31, 2024 and 2023:

(Millions of dollars)	Insurance Contracts		Real Estate Funds		Private Debt		Total
Balance, December 31, 2022	$	46	$	353	$	1,360	$	1,759
Gain/(Loss) for the period	—		(27)		(38)		(65)
Purchases	1		3		1		5
Sales	—		(15)		(44)		(59)
Transfer into/ (out of) Level 3	—		—		—		—
Foreign currency translation	4		10		66		80
Balance, December 31, 2023	51		324		1,345		1,720
Gain/(Loss) for the period	3		10		(12)		1
Purchases	4		28		—		32
Sales	—		(37)		(255)		(292)
Transfer into / (out of) Level 3	—		—		—		—
Foreign currency translation	(4)		(11)		(30)		(45)
Balance, December 31, 2024	$	54	$	314	$	1,048	$	1,416

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

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

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

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

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

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

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

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

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

Liquid Alternative Investments - This category is comprised of investments in alternative mutual funds whose holdings include liquid securities, cash, and derivatives. Such funds focus on diversification and employ a variety of investing strategies including long/short equity, multi-strategy, and global macro. The fair value of these investments is determined by reference to the net asset value of the underlying holdings of the fund, which can be determined using observable data (e.g., indices, yield curves, quoted prices of similar securities), and is classified within level 2 of the valuation hierarchy.

Insurance Contracts – This category is comprised of purchased annuity insurance contracts (annuity contract buy-ins) and is intended to mitigate the Company's exposure to certain risks, such as longevity risk. The fair value is calculated based on the cash surrender value of the purchased annuity insurance contract, which is determined based on such factors as the fair value of the underlying assets and discounted cash flows. These contracts are with highly rated insurance companies. Insurance contracts are classified within level 3 of the valuation hierarchy.

Real Estate Funds – This category includes real estate properties, partnership equities and investments in operating companies. The fair value of the assets is determined using discounted cash flows by estimating an income stream for the property plus a reversion into a present value at a risk adjusted rate. Yield rates and growth assumptions utilized are derived from market transactions as well as other financial and industry data. The fair value for these investments are classified within level 3 of the valuation hierarchy.

Private Debt - This category includes non-traded, privately-arranged loans between one or a small group of private debt investment managers and corporate borrowers, which are typically too small to access the syndicated market and have no credit rating. This category also includes similar loans to real estate companies or individual properties. Loans included in this category are valued at par value, are held to maturity or to call, and are classified within level 3 of the valuation hierarchy.

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Contributions

At a minimum, Linde contributes to its pension plans to comply with local regulatory requirements (e.g., ERISA in the United States). Discretionary contributions in excess of the local minimum requirements are made based on many factors, including long-term projections of the plans' funded status, the economic environment, potential risk of overfunding, pension insurance costs and alternative uses of the cash. Changes to these factors can impact the timing of discretionary contributions from year to year. Pension contributions were $35 million in 2024, $46 million in 2023 and $51 million in 2022. Estimated required contributions for 2025 are currently expected to be in the range of $25 million to $35 million.

Estimated Future Benefit Payments

The following table presents estimated future benefit payments, net of participant contributions:

(Millions of dollars)	Pensions
Year Ended December 31,	U.S.		Non-U.S.
2025	$	212	$	371
2026	162		364
2027	166		370
2028	165		384
2029	165		392
Thereafter	833		2,093

NOTE 17. COMMITMENTS AND CONTINGENCIES

The company accrues non income-tax liabilities for contingencies when management believes that a loss is probable and the amounts can be reasonably estimated, while contingent gains are recognized only when realized or realizable. In the event any losses are sustained in excess of accruals, they will be charged against income at that time. Attorney fees are recorded as incurred. Commitments represent obligations, such as those for future purchases of goods or services, that are not yet recorded on the company’s balance sheet as liabilities. The company records liabilities for commitments when incurred (i.e., when the goods or services are received).

Contingent Liabilities

Linde is subject to various lawsuits and government investigations that arise from time to time in the ordinary course of business. These actions are based upon alleged environmental, tax, antitrust and personal injury claims, among others. Linde has strong defenses in these cases and intends to defend itself vigorously. It is possible that the company may incur losses in connection with some of these actions in excess of accrued liabilities. Management does not anticipate that in the aggregate such losses would have a material adverse effect on the company’s consolidated financial position or liquidity; however, it is possible that the final outcomes could have a significant impact on the company’s reported results of operations in any given period.

Significant matters are:

•During 2009, the Brazilian government published Law 11941/2009 instituting a new voluntary amnesty program (“Refis Program”) which allowed Brazilian companies to settle certain federal tax disputes at reduced amounts. During 2009, the company decided that it was economically beneficial to settle many of its outstanding federal tax disputes and such disputes were enrolled in the Refis Program, subject to final calculation and review by the Brazilian federal government. The company recorded estimated liabilities based on the terms of the Refis Program. Since 2009, Linde has been unable to reach final agreement on the calculations and initiated litigation against the government in an attempt to resolve certain items. Open issues relate to the following matters: (i) application of cash deposits and net operating loss carryforwards to satisfy obligations and (ii) the amount of tax reductions available under the Refis Program. It is difficult to estimate the timing of resolution of legal matters in Brazil.

•On and after April 23, 2019 former shareholders of Linde AG filed appraisal proceedings at the District Court (Landgericht) Munich I (Germany), seeking an increase of the cash consideration paid in connection with the previously completed cash merger squeeze-out of all of Linde AG’s minority shareholders for €189.46 per share. Any such increase would apply to all 14,763,113 Linde AG shares that were outstanding on April 8, 2019, when the cash merger squeeze-out was completed. The period for plaintiffs to file claims expired on July 9, 2019. In

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November 2023, the court issued a decision rejecting the plaintiffs’ claims in their entirety and determining that the cash merger squeeze-out consideration was appropriate. The plaintiffs have appealed this decision.

The company believes the consideration paid was fair and that the claims are not supported by sufficient evidence, and no reserve has been established. We cannot estimate the timing of resolution.

•On May 27, 2022, performance of all Linde Engineering agreements in Russia were lawfully suspended in compliance with applicable sanctions. In December 2022, at RusChemAlliance’s (RCA) request a Russian St. Petersburg court (“St. Petersburg Court”) issued an injunction preventing sale of Linde Russia subsidiaries and assets. During 2023 and 2024, in accordance with the dispute resolution provisions of the related engineering agreements Linde secured judgements reenforcing jurisdiction of the agreements with RCA outside of Russia and ordering the St. Petersburg proceedings stayed and injunctions lifted. However, RCA has continued to pursue its claims in Russia and during the fourth quarter of 2024 two Linde Russian joint ventures were sold locally pursuant to a St. Petersburg court order and the proceeds provided to RCA. Linde does not expect a material adverse impact on earnings given the $1.7 billion liabilities recorded as of December 31, 2024 and the immaterial investment value of its remaining deconsolidated Russia subsidiaries. Please see further detail on the Russia legal cases below.

RCA LNG and GPP

In December 2022, the St. Petersburg Court issued an injunction preventing (i) the sale of any shares in Linde’s subsidiaries and joint ventures in Russia, and (ii) the disposal of any of the assets in those entities exceeding 5% of the relevant company’s overall asset value. RusChemAlliance is owned 50% by PJSC Gazprom. The injunction was requested by RCA to secure payment of a possible award under an arbitration proceeding RCA intended to file against Linde Engineering for alleged breach of contract under the agreement to build a gas processing plant in Russia entered into in July 2021. In March 2023, RCA filed a claim in St. Petersburg against Linde GmbH for recovery of advance payments under the agreement ("GPP Claim"), and subsequently (i) added Linde and other Linde subsidiaries as defendants, and (ii) is seeking payment of alleged damages from Linde and guarantor banks. In March 2024, RCA filed a similar claim for repayment and damages against Linde for alleged breach of contract under the agreement to build a liquefied natural gas plant in Russia entered into in September 2021 (“LNG Claim”, and together with the GPP Claim, the “Russian Claims”).

Dispute resolution provisions

In accordance with the dispute resolution provisions of the agreements, in 2023, Linde filed a notice of arbitration with the Hong Kong International Arbitration Centre ("HKIAC") against RCA to claim that (i) RCA has no entitlement to payment, (ii) RCA’s Russian Claims are in breach of the arbitration agreement which requires HKIAC arbitration, and (iii) RCA must compensate Linde for the losses and damages caused by the injunction. During 2024, Linde secured awards on exclusive jurisdiction with HKIAC.

In January 2024, the Hong Kong court issued a final judgment in Linde’s favor (i) granting a permanent anti-suit injunction against RCA to seek a stay of the GPP claim and not start an LNG claim, (ii) granting a permanent, global anti-enforcement injunction against RCA for the GPP claim, and (iii) ordering that the injunction issued by the St. Petersburg Court be lifted (“HK Court Judgement”).

Despite the judgments of the Hong Kong court and similar orders issued by the HKIAC arbitration tribunals, RCA is continuing to pursue its claims in Russia and neither the St. Petersburg injunction affecting Linde’s shares and assets has been lifted, nor the proceeding in St. Petersburg been stayed.

Local seizures

In February 2024, the St. Petersburg Court decided the GPP Claim in favor of RCA (the “GPP Decision”) and in October 2024, decided the LNG Claim in favor of RCA (the “LNG Decision”). Linde unsuccessfully appealed the GPP Decision in March and September 2024. During the fourth quarter of 2024, RCA executed enforcement actions related to the GPP Decision within Russia for Linde’s shares in two Linde Russian joint ventures and locally RCA received payment from the purchase of these shares by Linde’s joint venture partners. RCA previously initiated the enforcement process for the GPP Decision within Russia for the remainder of Linde’s local assets, and these proceedings are currently pending a court appointed local valuation of Linde’s assets. Additionally, during November 2024, RCA seized the ruble equivalent of approximately €238 million from one of the guarantor bank’s accounts in Russia.

Linde intends to claim all damages related to or rising from RCA's enforcement of the GPP and LNG Decisions in the HKIAC arbitration proceedings. Linde subsidiaries affected by the GPP Decision have also filed claims for damages against RCA in the Southern District of New York, the Netherlands and Germany.

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As of December 31, 2024, Linde has a contingent liability of $1.0 billion, which represents advance payments previously recorded in contract liabilities related to terminated engineering projects with RCA. As a result of the contract terminations, Linde no longer has future performance obligations for these projects.

It is difficult to estimate the timing of resolution of these matters. The company intends to vigorously defend its interests in the Russian Claims, Hong Kong arbitration proceedings and other jurisdictions.

Amur GPP

In July 2015, Gazprom Pererabotka Blagoveshchensk LLC ("Gazprom") entered into an engineering, procurement and construction contract with OJSC NIPIgazpererabotka ("Nipigas") for the construction of a gas processing plant and other components located in the Amur Region, Russia (“Amur GPP”). Subsequently, in December 2015, Nipigas and Linde Engineering, executed a subcontract for engineering, procurement, and site services for licensed production units for the Amur GPP project. Additionally, Linde also entered into (i) a license agreement with Gazprom in 2017 for the operation of the plants, and (ii) a direct owner agreement with Gazprom and Nipigas which included limitation of liability provisions. Performance of the Amur GPP agreements were lawfully suspended in compliance with applicable sanctions on May 27, 2022.

On October 8, 2021 and January 5, 2022, fires occurred at the Amur GPP facility. Following the initial fire in 2021, Linde undertook a comprehensive review of the incident, including a detailed local inspection conducted by Linde employees. The Linde report concluded that the fire was attributable to the quality of construction and assembly work, responsibilities falling under the scope of Nipigas. On October 29, 2024, Gazprom submitted a claim to the Arbitration State Court in the Amur Region, Russia (“Amur Court”) against Linde claiming damages and lost profits arising from the fire incidents.

As of December 31, 2024, Linde has a contingent liability of $0.7 billion for this and other Amur GPP contract matters. It is difficult to estimate the timing of resolution of this matter. The company intends to vigorously defend its interests in this case.

Commitments

At December 31, 2024, Linde had undrawn outstanding letters of credit, bank guarantees and surety bonds valued at approximately $3,377 million from financial institutions. These relate primarily to customer contract performance guarantees (including plant construction in connection with certain on-site contracts), self-insurance claims and other commercial and governmental requirements, including non-U.S. litigation matters.

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

NOTE 18. SEGMENT INFORMATION

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

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

The CODM consists of the CEO, CFO and senior or executive vice president of each respective segment. The company’s measure of profit/loss for segment reporting is segment operating profit. Segment operating profit is defined as operating profit excluding purchase accounting impacts of the Linde AG merger, cost reduction and other charges, and items not indicative of ongoing business trends. The CODM uses operating profit to assess overall segment performance, which

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includes monitoring opportunities for growth and to make capital decisions across the respective segments, while assessing both industry and macroeconomic conditions. Total assets have not been included as this is not provided to the CODM for their assessment.

The table below presents information about reportable segments for the years ended December 31, 2024, 2023 and 2022.

(Millions of dollars)	Americas		EMEA		APAC		Engineering		Other		Total
2024
Sales (a)	$	14,442	$	8,352	$	6,632	$	2,322	$	1,257	$	33,005
Variable Costs (b)	5,375		3,129		3,304		920		408		13,136
Fixed Costs and other (c)	3,067		1,803		769		959		694		7,292
Depreciation and amortization (d)	1,450		640		641		33		93		2,857
Operating Profit (e)	4,550		2,780		1,918		410		62		9,720
Expenditures for long-lived assets	$	2,805	$	702	$	1,059	$	25	$	223	$	4,814
2023
Sales (a)	$	14,304	$	8,542	$	6,559	$	2,160	$	1,289	$	32,854
Variable Costs (b)	5,524		3,614		3,317		676		433		13,564
Fixed Costs and other (c)	3,113		1,802		803		960		717		7,395
Depreciation and amortization (d)	1,423		640		633		33		96		2,825
Operating Profit (e)	4,244		2,486		1,806		491		43		9,070
Expenditures for long-lived assets	$	2,999	$	635	$	975	$	24	$	107	$	4,740
2022
Sales (a)	$	13,874	$	8,443	$	6,480	$	2,762	$	1,805	$	33,364
Variable Costs (b)	6,002		4,034		3,423		1,263		892		15,614
Fixed Costs and other (c)	2,820		1,735		794		911		863		7,123
Depreciation and amortization (d)	1,320		661		593		33		116		2,723
Operating Profit (e)	3,732		2,013		1,670		555		(66)		7,904
Expenditures for long-lived assets	$	1,698	$	550	$	889	$	28	$	118	$	3,283

(a)Sales reflect external sales only. Intersegment sales from Engineering to the industrial gases segments, were $1,958 million, $1,479 million and $1,035 million for the year ended December 31, 2024, 2023 and 2022, respectively. Intersegment sales from Helium, were $477 million, $509 million, $442 million for the year ended December 31, 2024, 2023 and 2022, respectively.

(b)Variable costs represents the variable portion of cost of sales, exclusive of depreciation and amortization.

(c)Fixed costs and other represents the fixed portion of cost of sales, exclusive of depreciation and amortization, selling, general and administrative, research and development and other income (expenses) - net.

(d)Refer to reconciliation of depreciation and amortization to consolidated results below.

(e)Refer to reconciliation of operating profit to consolidated results below.

Reconciliations to Consolidated Results

Depreciation and Amortization

The table below reconciles total depreciation and amortization disclosed in the table above to consolidated depreciation and amortization as reflected on our consolidated statements of income:

(Millions of dollars)	2024		2023		2022
Total segment depreciation and amortization	$	2,857	$	2,825	$	2,723
Purchase accounting impacts - Linde AG	923		991		1,481
Total depreciation and amortization	$	3,780	$	3,816	$	4,204

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Income Before Income Taxes and Equity Investments

The table below reconciles total operating profit disclosed in the table above to consolidated income before income taxes and equity investments as reflected on our consolidated statements of income:

(Millions of dollars)	2024		2023		2022
Total segment operating profit	$	9,720	$	9,070	$	7,904
Cost reduction program and other charges	145		40		1,029
Purchase accounting impacts - Linde AG	940		1,006		1,506
Interest expense - net	256		200		63
Net pension and OPEB cost (benefit), excluding service cost	(190)		(164)		(237)
Total consolidated income before income taxes and equity investments	$	8,569	$	7,988	$	5,543

Geographic Information

The geographic information presented below is based on country of origin.

Sales by Major Country

(Millions of dollars)	2024		2023		2022
United States	$	11,497	$	10,566	$	10,553
China	2,649		2,585		2,643
Germany (a)	2,509		2,827		3,662
United Kingdom	1,540		1,507		1,954
Australia	1,354		1,303		1,372
Mexico	1,346		1,292		1,044
Brazil	1,263		1,302		1,158
Other – non-U.S.	10,847		11,472		10,978
Total Sales	$	33,005	$	32,854	$	33,364

(a)Sales in Germany include Engineering sales to third parties, locally and internationally, which represent 28%, 35% and 44% of Germany sales in 2024, 2023 and 2022, respectively.

Long-lived Assets

(Millions of dollars)	2024		2023		2022
United States	$	9,663	$	8,490	$	7,663
China	2,022		2,063		2,176
Germany	1,386		1,584		1,678
Brazil	738		836		720
Mexico	704		768		707
United Kingdom	668		684		704
Australia	573		654		688
Other – non-U.S.	9,021		9,473		9,212
Total long-lived assets (a)	$	24,775	$	24,552	$	23,548

(a)Long-lived assets include property, plant and equipment - net.

NOTE 19. REVENUE RECOGNITION

Revenue is accounted for in accordance with ASC 606. Revenue is recognized as control of goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled to receive in exchange for the goods or services.

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Contracts with Customers

Linde serves a diverse group of industries including healthcare, chemicals and energy, manufacturing, metals and mining, food and beverage, and electronics.

Industrial Gases

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

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

On-site. Customers that require the largest volumes of product and that have a relatively constant demand pattern are supplied by cryogenic and process gas on-site plants. Linde constructs plants on or adjacent to these customers’ sites and supplies the product directly to customers by pipeline. Where there are large concentrations of customers, a single pipeline may be connected to several plants and customers. On-site product supply contracts generally are total requirement contracts with terms typically ranging from 10-20 years and contain minimum purchase requirements and price escalation provisions. Many of the cryogenic on-site plants also produce liquid products for the merchant market. Therefore, plants are typically not dedicated to a single customer. Additionally, Linde is responsible for the design, construction, operations and maintenance of the plants and our customers typically have no involvement in these activities. Advanced air separation processes also allow on-site delivery to customers with smaller volume requirements.

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

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

The company’s performance obligations related to merchant customers are generally satisfied at a point in time as the customers receive and obtain control of the product. Revenue is recognized when product is delivered to the customer and the company has the right to invoice the customer in accordance with the contract terms.

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

The company’s performance obligations related to packaged gases are satisfied at a point in time. Accordingly, revenue is recognized when product is delivered to the customer or when the customer picks up product from a packaged gas facility or retail store, and the company has the right to payment from the customer in accordance with the contract terms.

Engineering

The company designs and manufactures equipment for air separation and other industrial gas applications manufactured specifically for end customers. Sale of equipment contracts are generally comprised of a single performance obligation.

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Revenue from sale of equipment is generally recognized over time as Linde has an enforceable right to payment for performance completed to date and performance does not create an asset with alternative use. For contracts recognized over time, revenue is recognized primarily using a cost incurred input method. Costs incurred to date relative to total estimated costs at completion are used to measure progress toward satisfying performance obligations. Costs incurred include material, labor, and overhead costs and represent work contributing and proportionate to the transfer of control to the customer. Changes to cost estimates and contract modifications are typically accounted for as part of the existing contract and are recognized as cumulative adjustments for the inception-to-date effect of such change.

Contract Assets and Liabilities

Contract assets and liabilities result from differences in timing of revenue recognition and customer invoicing. Contract assets primarily relate to sale of equipment contracts for which revenue is recognized over time. The balance represents unbilled revenue which occurs when revenue recognized under the measure of progress exceeds amounts invoiced to customers. Customer invoices may be based on the passage of time, the achievement of certain contractual milestones or a combination of both criteria. Contract liabilities include advance payments or right to consideration prior to performance under the contract. Contract liabilities are recognized as revenue as performance obligations are satisfied under contract terms. Linde has contract assets of $263 million at December 31, 2024 and $196 million at December 31, 2023, respectively. Total contract liabilities are $2,292 million at December 31, 2024 (current contract liabilities of $1,194 million and $1,098 million within deferred credits in the consolidated balance sheets). Total contract liabilities were $2,950 million at December 31, 2023 (current contract liabilities of $1,901 million and $1,049 million within deferred credits in the consolidated balance sheets). Revenue recognized for the twelve months ended December 31, 2024 that was included in the contract liability at December 31, 2023 was $993 million. Contract assets and liabilities primarily relate to the Engineering business and customer repayments for certain on-site supply agreements.

Payment Terms and Other

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

Disaggregated Revenue Information

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

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The following tables show sales by distribution method at the consolidated level and for each reportable segment and Other for the years ended December 31, 2024, 2023 and 2022.

(Millions of dollars)	Year Ended December 31, 2024
Sales	Americas		EMEA		APAC		Engineering		Other		Total		%
Merchant	$	4,572	$	2,765	$	2,233	$	—	$	208	$	9,778	30	%
On-Site	3,239		1,722		2,695		—		—		7,656		23	%
Packaged Gas	6,414		3,805		1,376		—		28		11,623		35	%
Other	217		60		328		2,322		1,021		3,948		12	%
	$	14,442	$	8,352	$	6,632	$	2,322	$	1,257	$	33,005	100	%
(Millions of dollars)	Year Ended December 31, 2023
Sales	Americas		EMEA		APAC		Engineering		Other		Total		%
Merchant	$	4,370	$	2,773	$	2,242	$	—	$	218	$	9,603	29	%
On-Site	3,246		1,980		2,599		—		—		7,825		24	%
Packaged Gas	6,457		3,735		1,416		—		46		11,654		35	%
Other	231		54		302		2,160		1,025		3,772		12	%
	$	14,304	$	8,542	$	6,559	$	2,160	$	1,289	$	32,854	100	%
(Millions of dollars)	Year Ended December 31, 2022
Sales	Americas		EMEA		APAC		Engineering		Other		Total		%
Merchant	$	3,786	$	2,509	$	2,220	$	—	$	176	$	8,691	26	%
On-Site	4,048		2,415		2,471		—		—		8,934		27	%
Packaged Gas	5,831		3,466		1,523		—		51		10,871		33	%
Other	209		53		266		2,762		1,578		4,868		14	%
	$	13,874	$	8,443	$	6,480	$	2,762	$	1,805	$	33,364	100	%

Remaining Performance Obligations

As described above, Linde's contracts with on-site customers are under long-term supply arrangements which generally require the customer to purchase their requirements from Linde and also have minimum purchase requirements. Additionally, plant sales from the Linde Engineering business are primarily contracted on a fixed price basis. The company estimates the consideration related to future minimum purchase requirements and plant sales was approximately $58 billion. This amount excludes all on-site sales above minimum purchase requirements, which can be significant depending on customer needs. In the future, actual amounts will be different due to impacts from several factors, many of which are beyond the company’s control including, but not limited to, timing of newly signed, terminated and renewed contracts, inflationary price escalations, currency exchange rates, and pass-through costs related to natural gas and electricity. The actual duration of long-term supply contracts ranges up to twenty years. The company estimates that approximately half of the revenue related to minimum purchase requirements will be earned in the next six years and the remaining thereafter.

NOTE 20. SUBSEQUENT EVENTS

In February 2025, Linde issued €850 million of 2.625% notes due in 2029, €750 million of 3.00% notes due in 2033 and €650 million of 3.25% notes due in 2037. Linde redeemed $600 million of 4.70% notes that were due in 2025.

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

None.

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ITEM 9A.     CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Based on an evaluation of the effectiveness of Linde’s disclosure controls and procedures, which was made under the supervision and with the participation of management, including Linde’s principal executive officer and principal financial officer, the principal executive officer and principal financial officer have each concluded that, as of December 31, 2024, such disclosure controls and procedures are effective in ensuring that information required to be disclosed by Linde in reports that it files or submits under the Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and accumulated and communicated to management including Linde’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Refer to Item 8 for Management’s Report on Internal Control Over Financial Reporting as of December 31, 2024.

Changes in Internal Control over Financial Reporting

There were no changes in Linde’s internal control over financial reporting that occurred during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, Linde’s internal control over financial reporting.

ITEM 9B.     OTHER INFORMATION

None.

ITEM 9C.     DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

PART III

ITEM 10.     DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

Identification of the Audit Committee

Linde has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 as amended (the “Exchange Act”). The members of that audit committee are Alberto Weisser (chairman), Dr. Thomas Enders, Dr. Victoria Ossadnik and Paula Reynolds and each member is independent within the meaning of the independence standards adopted by the Board of Directors and those of the Nasdaq.

Audit Committee Financial Expert

The Linde Board of Directors has determined that Alberto Weisser satisfies the criteria adopted by the SEC to serve as an “audit committee financial expert” as defined by Item 407(d)(5)(ii) of Regulation S-K of the Exchange Act and is independent within the meaning of the independence standards adopted by the Board of Directors and those of the Nasdaq.

Code of Ethics

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

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ITEM 11.     EXECUTIVE COMPENSATION

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

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

Equity Compensation Plans Information - The table below provides information as of December 31, 2024 about company shares that may be issued upon the exercise of options, warrants and rights granted to employees or members of Linde’s Board of Directors under equity compensation plans with awards outstanding as of December 31, 2024.

EQUITY COMPENSATION PLANS TABLE

Plan Category	Number of securities to<br>be issued upon exercise<br>of outstanding options,<br>warrants and rights (a)		Weighted-average<br>exercise price of<br>outstanding options,<br>warrants and rights (b)		Number of securities<br>remaining available for<br>future issuance under<br>equity compensation plans<br>(excluding securities<br>reflected in column (a)) (c)
Equity compensation plans approved by shareholders	6,172,294	(1)	$	204.50	7,149,967	(2)
Equity compensation plans not approved by shareholders	—		—		—
Total	6,172,294		$	204.50	7,149,967

________________________

(1)This amount includes 591,549 restricted shares and 557,813 performance shares.

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

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

ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

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

ITEM 14.     PRINCIPAL ACCOUNTING FEES AND SERVICES

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

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PART IV

ITEM 15.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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

(i)The company’s 2024 Consolidated Financial Statements and the Report of the Independent Registered Public Accounting Firm are included in Part II, Item 8. Financial Statements and Supplementary Data.

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

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

INDEX TO EXHIBITS

Linde plc and Subsidiaries

Exhibit No.	Description
2.1	Business Combination Agreement by and among Linde Aktiengesellschaft, Praxair, Inc., Zamalight PLC, Zamalight Holdco LLC and Zamalight Subco, Inc. dated as of June 1, 2017 (Filed as Exhibit 2.1 to Praxair, Inc.'s Current Report on Form 8-K dated June 1, 2017, Filing No. 1-11037, and is incorporated herein by reference.)
2.1a	Amendment No. 1, dated August 10, 2017, to the Business Combination Agreement, by and among Praxair, Inc., Linde Aktiengesellschaft, Linde plc, Zamalight Holdco LLC and Zamalight Subco, Inc. (Filed as Exhibit 2.1 to Praxair, Inc.'s Current Report on Form 8-K dated August 10, 2017, Filing No. 1-11037, and is incorporated hereby by reference.)
**2.2	Sale and Purchase Agreement, dated July 5, 2018, by and among Praxair, Inc., Taiyo Nippon Sanso Corporation (“Taiyo”), and Linde plc with respect to the sale of a majority of Praxair’s businesses in Europe to Taiyo in connection with the Business Combination Agreement (Filed as Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, File No. 1-38730, and is incorporated hereby by reference).
**2.3	Sale and Purchase Agreement, dated July 16, 2018, by and among Linde AG, Praxair, Inc., MG Industries GmbH, Messer Canada Inc., MG Industries USA, Inc. (the MG entities and Messer Canada, Inc. being collectively referred to as “Messer”), and Linde plc with respect to the sale of certain assets of Linde AG in the Americas and certain assets of Praxair, Inc. to Messer in connection with the Business Combination Agreement (Filed as Exhibit 2.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, File No. 1-38730, and is incorporated hereby by reference).
**2.3a	First Amendment dated September 21, 2018 to the Sale and Purchase Agreement, dated July 16, 2018, by and among Linde AG, Praxair, Inc., Messer, and Linde plc with respect to the sale of certain additional assets of Linde AG in the Americas to Messer in connection with the Business Combination Agreement (Filed as Exhibit 2.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, File No. 1-38730, and is incorporated hereby by reference).
**2.3b	Second Amendment dated October 19, 2018 to the Sale and Purchase Agreement, dated July 16, 2018, as amended by the First Amendment thereto, by and among Linde AG, Praxair, Inc., Messer, and Linde plc, with respect to the sale of certain additional assets of Linde AG in the Americas to Messer in connection with the Business Combination Agreement (Filed as Exhibit 2.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, File No. 1-11037, and is incorporated hereby by reference).
**2.3c	Third Amendment dated February 20, 2019 to the Sale and Purchase Agreement, dated July 16, 2018, as amended by the First and Second Amendment thereto, by and among Linde AG, Praxair,  Inc., Messer, and Linde plc, with respect to the sale of certain additional assets of Linde AG in the Americas to Messer in connection with the Business Combination Agreement dated as of June  1, 2017, as amended, to effect a combination of the businesses of Linde AG and Praxair, Inc. (Filed as Exhibit 2.4 to the Company’s Current Report on Form 8-K, filed on March 7, 2019, File No. 1-11037, and is incorporated hereby by reference).
3.01	Amended and Restated Public Limited Company Constitution of Linde plc (Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on March 1, 2023, File No. 001-38730, and incorporated herein by reference).
4.01	Description of Linde plc Shares (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K (File No. 001-38730) filed on March 1, 2023).

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Exhibit No.	Description
4.02	Indenture, dated as of July 15, 1992, between Praxair, Inc. and U.S. Bank National Association, as the ultimate successor trustee to Bank of America, Illinois, formerly Continental Bank, National Association (Filed as Exhibit 4 to Praxair, Inc.'s Current Report on Form 8-K dated March 19, 2007, Filing No. 1-11037, and incorporated herein by reference).
4.03	Form of Subordinated Indenture for Praxair, Inc. (Filed as Exhibit 4.3 to Praxair, Inc.'s Form S-3, filed on May 12, 2015, File No. 333-204093, and is incorporated herein by reference.)
4.04	Form of Indenture for Debt Securities between Linde plc, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (including form of debt securities and related guarantees) (Filed as Exhibit 4.2 to the Linde plc Form S-3 dated May 3, 2023, Filing No. 001-38730, and incorporated herein by reference).
4.05	Form of Indenture for Debt Securities between Linde Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (including form of debt securities and related guarantees) (Filed as Exhibit 4.3 to the Linde plc Form S-3 dated May 3, 2023, Filing No.001-38730, and incorporated herein by reference).
4.06	Form of Indenture for Debt Securities between Linde Finance B.V., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (including form of debt securities and related guarantees) (Filed as Exhibit 4.4 to the Linde plc Form S-3 dated May 3, 2023, Filing No. 001-38730, and incorporated herein by reference).
4.07	Supplemental Indenture, dated as of March 1, 2023, by and among the Company, Linde Inc., Linde GmbH and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, to that certain indenture, dated as of July 15, 1992, by and among Linde Inc. and U.S. Bank National Association, as trustee (Filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on March 1, 2023, File No. 001-38730, and incorporated herein by reference).
4.08	Supplemental Indenture, dated as of March 1, 2023, by and among the Company, Linde Inc., Linde GmbH and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, to that certain indenture, dated as of August 10, 2020, by and among Linde Inc., the Predecessor and U.S. Bank National Association, as trustee(Filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on March 1, 2023, File No. 001-38730, and incorporated herein by reference).
4.09	Supplemental Indenture, dated as of September 3, 2019, among Linde plc, Praxair, Inc., Linde AG and U.S. Bank National Association, as trustee (Filed as Exhibit 4.2 to the Linde plc Form 8-K dated September 6, 2019, Filing No. 1-38730, and incorporated herein by reference).
4.10	Guarantee and Negative Pledge of Linde plc dated May 11, 2020 (Filed as Exhibit 4.3 to the Linde plc Form 8-K dated May 26, 2020, Filing No.1-38730, and is incorporated herein by reference).
4.11	Upstream Guarantee to Linde plc provided by Linde GmbH dated May 11, 2020 (filed as Exhibit 4.4 to Linde plc’s Current Report on Form 8-K dated May 26, 2020, Filing No. 001-38730, and is incorporated hereby by reference)
4.12	Upstream Guarantee to Linde plc provided by Linde Inc. dated May 11, 2020 (filed as Exhibit 4.5 to Linde plc’s Current Report on Form 8-K dated May 26, 2020, Filing No. 001-38730, and is incorporated hereby by reference)
4.13	Amended and Restated Fiscal Agency Agreement, dated May 4, 2023, among Linde plc, as Issuer, and Deutsche Bank Aktiengesellschaft, as Fiscal Agent and Paying Agent (Filed as Exhibit 4.6 to the Linde plc Form 8-K, dated June 12, 2023, Filing No. 1-38730, and incorporated herein by reference.)
4.14	Fiscal Agency Agreement, dated May 11, 2020, among Linde plc, as Issuer and as Guarantor, Linde Finance B.V., as Issuer, and Deutsche Bank Aktiengesellschaft, as Fiscal Agent and Paying Agent (Filed as Exhibit 4.6 to the Linde plc Form 8-K dated May 26. 2020, Filing No 1-37830, and incorporated herein by reference).
4.15	Indenture, dated as of August 10, 2020, among Praxair, Inc., Linde plc and U.S. Bank National Association, as trustee (Filed as Exhibit 4.1 to the Linde plc Form 8-K dated August 10, 2020, Filing No. 1-38730, and incorporated herein by reference).
4.16	Amended and Restated Fiscal Agency Agreement, dated August 3, 2021, among Linde plc, as Issuer and as Guarantor, Linde Finance B.V., as Issuer, and Deutsche Bank Aktiengesellschaft, as Fiscal Agent and Paying Agent (Filed as Exhibit 4.6 to Linde plc 's current report on Form 8-K, dated September 30, 2021, Filing No. 1-38730, and incorporated herein by reference).
4.17	Amended and Restated Fiscal Agency Agreement, dated May 8, 2024, among Linde plc, as Issuer, and Deutsche Bank Aktiengesellschaft, as Fiscal Agent and Paying Agent (Filed as Exhibit 4.6 to the Linde plc Form 8-K, dated June 4, 2024, Filing No. 1-38730, and incorporated herein by reference.)

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Exhibit No.	Description
4.18	Confirmation of Upstream Guarantee to Linde plc provided by Linde GmbH dated May 17, 2024 (Filed as Exhibit 4.7 to the Linde plc Form 8-K, dated June 4, 2024, Filing No. 1-38730, and incorporated herein by reference.)
4.19	Confirmation of Upstream Guarantee to Linde plc provided by Linde Inc. dated May 8, 2024 (Filed as Exhibit 4.8 to the Linde plc Form 8-K, dated June 4, 2024, Filing No. 1-38730, and incorporated herein by reference.)
4.20	Copies of the agreements related to long-term debt which are not required to be filed as exhibits to this Annual Report on Form 10-K will be furnished to the Securities and Exchange Commission upon request.
*10	Form of Non-Employee Director Restricted Stock Unit Award Under the 2021 Linde plc Long Term Incentive Plan (Filed as Exhibit 10.0e to Linde plc's 2021 Annual Report on Form 10-K, Filing No. 1-38730, and is incorporated herein by reference).
10.01	Amended and Restated Five Year Credit Agreement, dated as of December 7, 2022, among Linde plc, certain of its subsidiaries parties thereto as borrowers, the lenders party thereto and Bank of America, N.A., as Administrative Agent.(Filed as Exhibit 10.1 to Linde plc's current report on Form 8-K, dated December 8, 2022, Filing No. 1-38730, and incorporated herein by reference)
10.02	364-Day Credit Agreement, dated as of December4, 2024, among Linde plc, the Subsidiary Borrowers, certain Subsidiary Guarantors, the lenders party thereto and Bank of America, N.A., as Administrative Agenthttps://www.sec.gov/ix?doc=/Archives/edgar/data/1707925/000119312524270689/d853180d8k.htm(Filed as Exhibit 10.1 to Linde's current report on Form 8-K, dated December4, 2024, Filing No. 1-38730, and incorporated herein by reference).
*10.03	2021 Linde plc Long Term Incentive Plan, Effective as of July 26, 2021 (Filed as Exhibit 10.01 to Linde plc’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, Filing No. 1-38730, and incorporated herein by reference).
*10.03a	Form of Transferable Stock Option Award Under the 2021 Linde plc Long Term Incentive Plan (Filed as Exhibit 10.01 to Linde plc’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, Filing No. 1-38730, and incorporated herein by reference).
*10.03b	Form of Restricted Stock Unit Award Under the 2021 Linde plc Long Term Incentive Plan (Filed as Exhibit 10.02 to Linde plc’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, Filing No. 1-38730, and incorporated herein by reference).
*10.03c	Form of Performance Share Unit Award Under the 2021 Linde plc Long Term Incentive Plan with Return on Capital performance metrics (Filed as Exhibit 10.03 to Linde plc’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, Filing No. 1-38730, and incorporated herein by reference).
*10.03d	Form of Performance Share Unit Award Under the 2021 Linde plc Long Term Incentive Plan with Total Shareholder Return performance metrics (Filed as Exhibit 10.04 to Linde plc’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, Filing No. 1-38730, and incorporated herein by reference).
*10.03e	First Amendment to the 2021 Linde plc Long Term Incentive Plan effective January 29, 2024 and dated March 21, 2024, filed herewith.
*10.04	Linde plc Annual Variable Compensation Plan effective January 1, 2019 (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 25, 2019, File No. 1-38730, and is incorporated hereby by reference).
*10.05	Praxair, Inc. Supplemental Retirement Income Plan A effective January 1, 2008 (Filed as Exhibit 10.05a to Praxair, Inc.'s 2008 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.05a	First amendment to the Praxair, Inc. Supplemental Retirement Income Plan A effective January 1, 2010 (Filed as Exhibit 10.05b to Praxair, Inc.'s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.05b	Second Amendment to Praxair, Inc. Supplemental Retirement Income Plan A effective February 28, 2017, (Filed as Exhibit 10.05c to Praxair, Inc.'s 2016 Annual Report on Form 10-K, Filing No. 1-11037, and is incorporated hereby by reference).
*10.05c	Third Amendment to the Praxair, Inc. Supplemental Retirement Income Plan A effective December 1, 2017 (Filed as Exhibit 10.05m to Praxair, Inc.'s 2017 Annual Report on Form 10-K, File No. 1-11037, and is incorporated herein by reference).
*10.05d	Praxair, Inc. Supplemental Retirement Income Plan B amended and restated effective December 31, 2007 (Filed as Exhibit 10.05b to Praxair, Inc.'s 2008 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).

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Exhibit No.	Description
*10.05e	First amendment to the Praxair, Inc. Supplemental Retirement Income Plan B effective January 1, 2010 (Filed as Exhibit 10.05d to Praxair, Inc.'s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.05f	Second Amendment to Praxair, Inc. Supplemental Retirement Income Plan B effective July 1, 2012 (Filed as Exhibit 10.05e to Praxair Inc.’s 2012 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.05g	Third Amendment to Praxair, Inc. Supplemental Retirement Income Plan B effective February 28, 2017, (Filed as Exhibit 10.05g to Praxair, Inc.’s 2016 Annual Report on Form 10-K, Filing No. 1-11037, and is incorporated herein by reference).
*10.05h	Fourth Amendment to the Praxair, Inc. Supplemental Retirement Income Plan B effective December 1, 2017 (Filed as Exhibit 10.05l to Praxair, Inc.’s 2017 Annual Report on Form 10-K, File No. 1-11037, and is incorporated herein by reference).
*10.06	Praxair, Inc. Equalization Benefit Plan amended and restated effective December 31, 2007 (Filed as Exhibit 10.05c to Praxair, Inc.’s 2008 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.06a	First amendment to the Praxair, Inc. Equalization Benefit Plan effective January 1, 2010 (Filed as Exhibit 10.05f to Praxair Inc.’s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.06b	Second Amendment to the Praxair, Inc. Equalization Benefit Plan effective February 28, 2017,(Filed as Exhibit 10.05j to Praxair, Inc.'s 2016 Annual Report on Form 10-K, Filing No. 1-11037, and is incorporated herein by reference).
*10.06c	Third Amendment to the Praxair, Inc. Equalization Benefit Plan effective December 1, 2017 (Filed as Exhibit 10.05k to Praxair, Inc.’s 2017 Annual Report on Form 10-K, File No. 1-11037, and is incorporated herein by reference).
*10.06d	Linde Inc. 2018 Equalization Benefit Plan, Amended and Restated effective September 1, 2020 (Filed as Exhibit 10.5 to Linde plc's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, Filing No. 1-38730, and incorporated herein by reference).
*10.06e	Linde Inc. 2018 Supplemental Retirement Income Plan A, Amended and Restated effective September 1, 2020 (Filed as Exhibit 10.3 to Linde plc’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, Filing No. 1-38730, and incorporated herein by reference).
*10.06f	Linde Inc. 2018 Supplemental Retirement Income Plan B, Amended and Restated effective September 1, 2020 (Filed as Exhibit 10.4 to Linde plc's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, Filing No. 1-38730, and incorporated herein by reference).
*10.07	Praxair, Inc. Director’s Fees Deferral Plan amended and restated effective January 26, 2010 (Filed as Exhibit 10.06 to Praxair Inc.’s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.08	Linde Compensation Deferral Program Amended and Restated effective September 1, 2020 (Filed as Exhibit 10.2 to Linde plc's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020. Filing No. 1-38730, and incorporated herein by reference).
*10.08b	Second Amendment to the Linde Compensation Deferral Program effective January 1, 2024 and dated March 13, 2024, filed herewith.
*10.09	First Amendment to the Linde Compensation Deferral Program effective April 1, 2021. (Filed as Exhibit 10.01 to Linde plc’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021. Filing No. 1-38730 and incorporated herein by reference).
*10.10	Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan (Filed as Exhibit 4.03 to Praxair, Inc.'s Form S-8, filed on October 31, 2018, File No. 333-228084, and incorporated herein by reference).
*10.10a	First Amendment, dated as of April 25, 2017, to the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan (Filed as Exhibit 10.01 to Praxair, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, Filing No. 1-11037, and is incorporated herein by reference).
*10.10b	Second Amendment dated September 8, 2020 to the Amended and Restated 2009 Praxair, Inc Long Term Incentive Plan (Filed as Exhibit 10.1 to Linde plc's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, Filing No. 1-38730, and incorporated herein by reference).
*10.10c	Third Amendment to the Amended and Restated 2009 Linde Long Term Incentive Plan effective January 29, 2024 and dated March 21, 2024, filed herewith.

Table of Contents

Exhibit No.	Description
*10.10d	Form of Standard Option Award under the 2009 Praxair, Inc. Long Term Incentive Plan (Filed as Exhibit 10.22 to Praxair, Inc.'s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.10e	Form of Transferable Option Award under the 2009 Praxair, Inc. Long Term Incentive Plan (Filed as Exhibit 10.23 to Praxair, Inc.'s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.10f	Form of Transferable Option Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants made in 2015-2017 (Filed as Exhibit 10.26 to Praxair, Inc.'s 2014 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.10g	Form of Transferable Option Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants made in 2018 (Filed as Exhibit 10.26a to Praxair, Inc.’s 2017 Annual Report on Form 10-K, File No. 1-11037, and incorporated herein by reference).
*10.10h	Form of Restricted Stock Unit Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants made in 2018 (Filed as Exhibit 10.27a to Praxair, Inc.’s 2017 Annual Report on Form 10-K, File No. 1-11037, and incorporated herein by reference).
*10.10i	Form of Non-Employee Director Restricted Stock Unit Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants made in 2019 and thereafter (Filed as Exhibit 10.10i to Linde plc's 2019 Annual Report on Form 10-K, Filing No. 1-38730, and incorporated herein by reference).
*10.10j	Form of Transferable Option Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants beginning in 2019 (Filed as Exhibit 10.11L to Linde plc’s 2018 Annual Report on Form 10-K, Filing No. 1-38730, and incorporated herein by reference).
*10.10k	Form of Restricted Stock Unit Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants beginning in 2019 (Filed as Exhibit 10.11M to Linde plc’s 2018 Annual Report on Form 10-K, Filing No. 1-38730, and incorporated herein by reference).
*10.10l	Form of Performance Share Unit Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants beginning in 2019 with Return on Capital performance metrics (Filed as Exhibit 10.11N to Linde plc’s 2018 Annual Report on Form 10-K, Filing No. 1-38730, and incorporated herein by reference).
*10.10m	Form of Performance Share Unit Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants beginning in 2019 with Total Shareholder Return performance metrics (Filed as Exhibit 10.11O to Linde plc’s 2018 Annual Report on Form 10-K, Filing No. 1-38730, and incorporated herein by reference).
*10.11	Pension Agreement among Linde AG, Linde Holding GmbH and Mr. Sanjiv Lamba, dated December 20, 2019 (Filed as Exhibit 10.13a to Linde plc's 2019 Annual Report on Form 10-K, Filing No. 1-38730, and incorporated herein by reference).
10.12	Offer Letter between Linde plc and Sanjiv Lamba dated November 12, 2021 (Filed as Exhibit 10.1 to Linde plc’s current report on Form 8-K dated November 18, 2021, File No. 1-38730, and incorporated herein by reference).
10.13	Nondisclosure, Nonsolicitation and Noncompetition Agreement between Linde Inc. and Sanjiv Lamba dated as of November 7, 2021 (Filed as Exhibit 10.2 to Linde plc’s current report on Form 8-K dated November 18, 2021, File No. 1-38730, and incorporated herein by reference).
*10.14	Retirement Agreement and General Release between Linde Inc. and John M. Panikar, dated as of November 19, 2024, filed herewith.
*10.15	Form of Linde plc Director Indemnification Agreement (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 31, 2018, File No. 333-218485, and incorporated herein by reference).
*10.16	Linde plc Non-employee Director Deferral Program, adopted by the Board of Directors on July 30, 2024, filed herewith.
19.01	Linde plc Insider Trading Policy, Effective October 23, 2024, filed herewith.
21.01	Subsidiaries of Linde plc, filed herewith.
23.01	Consent of Independent Registered Public Accounting Firm, filed herewith.
31.01	Rule 13a-14(a) Certification, filed herewith.

Table of Contents

Exhibit No.	Description
31.02	Rule 13a-14(a) Certification, filed herewith.
32.01	Section 1350 Certification (such certifications are furnished for the information of the Commission and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act), filed herewith.
32.02	Section 1350 Certification (such certifications are furnished for the information of the Commission and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act), filed herewith.
97.1	Linde plc Executive Clawback Policy adopted by the Board of Directors of Linde plc on October 23, 2023 (Filed as Exhibit 97.1 to Linde plc’s 2023 Annual Report on Form 10-K, Filing No. 1-38730 and incorporated herein by reference).
101.INS	XBRL Instance Document: The XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase

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

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

ITEM 16.     FORM 10-K SUMMARY

None.

Table of Contents

SIGNATURES

Linde plc and Subsidiaries

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

		Linde plc
		(Registrant)
Date: February 26, 2025	By:	/s/    KELCEY E. HOYT
		Kelcey E. Hoyt<br><br>Chief Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February 26, 2025.

/s/   STEPHEN F. ANGEL	/s/  SANJIV LAMBA	/s/ MATTHEW J. WHITE
Stephen F. Angel<br><br>Chairman	Sanjiv Lamba<br><br>Chief Executive Officer and Director	Matthew J. White<br><br>Chief Financial Officer
/s/    PROF. DDR. ANN-KRISTIN ACHLIETNER	/s/    ROBERT L. WOOD	/s/    DR. THOMAS ENDERS
Ann-Kristin Achleitner<br><br>Director	Robert L. Wood<br><br>Director	Thomas Enders<br><br>Director
/s/  JOSEF KAESER	/s/    DR. VICTORIA OSSADNIK	/s/    ALBERTO WEISSER
Josef Kaeser<br><br>Director	Victoria Ossadnik<br><br>Director	Alberto Weisser<br><br>Director
/s/   PAULA REYNOLDS	/s/   HUGH GRANT
Paula Reynolds<br><br>Director	Hugh Grant<br><br>Director

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Document

FIRST AMENDMENT TO THE

2021 LINDE PLC LONG TERM INCENTIVE PLAN

The 2021 Linde plc Long Term Incentive Plan (the “Plan”) was previously adopted by the Board of Directors of Linde plc and approved by its shareholders on July 26, 2021. The Plan is hereby amended as follows, effective as of January 29, 2024:

1. All references in the Plan to the “New York Stock Exchange Composite Transactions tape” are amended to refer to the “National Association of Securities Dealers Automated Quotations (NASDAQ) Tape.”

March 21, 2024

LINDE PLC

By:___________________________

Guillermo Bichara, Its

Executive Vice President & Chief Legal Officer

Document

SECOND AMENDMENT

TO THE

LINDE COMPENSATION DEFERRAL PROGRAM

Section 2.21 of the Linde Compensation Deferral Program, Amended and

Restated as of September 1, 2020, is hereby amended in its entirety, effective as of

January 1, 2024, as set forth below:

“2.21 Stock Value Rate” means the difference between the value of Linde’s common stock (a) as of the date amounts credited to the Plan are directed, by initial election or by reallocation, into the Stock Value Rate (or, in the case of initial deferrals of Company Contributions or of Variable Compensation Awards, the common stock value determined by the Committee in accordance with the last sentence of this Section), and (b) the date such amounts are paid out or withdrawn pursuant to Section 5. The Stock Value Rate shall include the value of any dividends paid on Linde’s common stock during the period for which the Stock Value Rate is being determined, as if such dividends were reinvested, when payable, in additional shares of Linde’s common stock purchased at the value of Linde’s common stock on the dividend payment date. Except as provided in the next sentence, the value of Linde’s common stock for purposes of this Section, shall mean the closing price of the stock on the National Association of Securities Dealers Automated Quotations (NASDAQ) on the relevant date of determination. In January of each Plan Year, the Committee shall determine the common stock value to be used in valuing deferrals of Variable Compensation Awards and Company Contributions to be awarded with respect to the immediately preceding Plan Year.”

By: /s/ David P. Strauss
David Strauss
Executive Vice President & <br>Chief Human Resources Officer
Date: March 13, 2024

Document

THIRD AMENDMENT TO THE

AMENDED AND RESTATED

2009 LINDE LONG TERM INCENTIVE PLAN

The Amended and Restated 2009 Linde Long Term Incentive Plan (the “Plan”) was previously adopted by the Board of Directors of Praxair, Inc. and was assumed by Linde plc as of October 31, 2018, in connection with the completion of the business combination between Praxair, Inc. and Linde AG. The Plan is hereby amended as follows, effective as of January 29, 2024:

1. All references in the Plan to the “New York Stock Exchange Composite Transactions tape” are amended to refer to the “National Association of Securities Dealers Automated Quotations (NASDAQ) Tape.”

March 21, 2024

LINDE PLC

By:___________________________

Guillermo Bichara, Its

Executive Vice President & Chief Legal Officer

Document

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RETIREMENT AGREEMENT AND GENERAL RELEASE

This is a RETIREMENT AGREEMENT AND GENERAL RELEASE (hereinafter referred to as the “Agreement”), made and entered into by and between Linde Inc. (hereinafter referred to as “Linde”) and John M. Panikar (hereinafter referred to as “Employee”).

WHEREAS, Employee is employed by Linde on an “at will” basis; and

WHEREAS, Employee has been assigned to provide services for Linde in Singapore pursuant to a Long Term Assignment Agreement-U.S. Outbound, dated as of December 15, 2020 and modified as of November 21, 2023 (the “Assignment Agreement”) pursuant to which he is eligible to receive certain international assignment benefits; and

WHEREAS, Linde and Employee wish to amicably provide for Employee’s retirement from employment with Linde; and

WHEREAS, Linde wishes to assist Employee in his transition from Linde employment and to provide the consideration described herein in lieu of any separation, severance or termination benefits under any other Linde separation, severance or termination plan, program, policy or agreement, whether in the U.S. or abroad, or under any mandatory separation, severance, termination or end of service provisions imposed by local law of Singapore or any other country in which Employee has performed services for Linde (collectively, “Other Severance Arrangements”).

NOW, THEREFORE, in consideration of the promises and conditions set forth herein, the sufficiency of which is hereby acknowledged, and intending to be legally bound, Linde and Employee agree as follows:

1. Definitions. As used in this Agreement (including all Exhibits hereto), any reference to “Linde” shall include its predecessors and successors and, in their capacities as such, all of its present, past, and future directors, officers, employees, representatives, attorneys, insurers, reinsurers, agents and assigns, as well as its current and past parents, affiliates, divisions, subsidiaries, and employee benefit plans, and any reference to Employee shall include, in their capacities as such, his heirs, administrators, representatives, attorneys, agents, and assigns.

2. Retirement and Termination of Employment Relationship. Employee will retire, and accordingly Employee and Linde will end their employment relationship on March 31, 2025 (the “Retirement Date”). As of November 1, 2024, Employee will cease to serve as Linde’s Executive Vice President, APAC, will be relieved of his duties in connection with such position, and shall cease to be an executive officer of Linde. From the

Effective Date (as defined in Section 5 below) through the Retirement Date, Employee will continue to be employed by Linde as Regular/Full-Time Employee (as defined in accordance with applicable Linde policy) in the position of Senior Vice President Strategic Projects, will report directly to Linde’s Chief Executive Officer or such other senior Linde executive as Linde may designate from time to time, and will perform such services, if any, as Employee is assigned by Linde. Employee will return all Linde computers, credit cards, keys and other property by no later than the Retirement Date.

Employee acknowledges that: (i) Employee has received all compensation due him as a result of services performed for Linde through the date he signed this Agreement; (ii) Employee has reported to Linde any and all work-related injuries incurred during employment; (iii) Linde properly provided any leave of absence to which Employee was entitled because of his or a family member’s health condition and Employee has not been subjected to any improper treatment, conduct or actions due to a request for or taking such leave; (iv) Employee has had the opportunity to provide Linde with written notice of any and all concerns regarding suspected

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ethical and compliance issues or violations on the part of Linde; (v) Employee has not previously asserted and currently does not have a claim of discrimination, harassment or retaliation against Linde; and (vi) Employee has not raised a claim of sexual harassment or abuse with Linde.

3. Consideration. The following consideration is being provided by Linde subject to (i) Employee signing and not revoking this Agreement, the General Release attached hereto as Exhibit A (the “General Release”), and the Supplemental Release attached hereto as Exhibit B after Employee’s Retirement Date (the “Supplemental Release”), (ii) Employee’s on-going compliance with all of the terms and conditions set forth herein, and (iii) in lieu of any and all severance benefits under any Other Severance Arrangement or otherwise.

a.         Following the Employee’s signing and not revoking the General Release, Linde will continue to employ Employee and provide him with base pay at an annual rate of $700,000 and benefits commensurate with his employment through the Retirement Date. Employee will remain eligible to earn a variable compensation award for full calendar year 2024, with a target of 95% of base pay with such award based on the actual Linde Corporate business unit factor for 2024 and an Individual Performance Factor (IPF) to be determined by his manager based on Employee’s 2024 performance in accordance with standard Linde practices.

b.     Following the effective date of the Supplemental Release, Linde will pay Employee: (i) a severance benefit of $525,000, payable in 18 semi-monthly installments of $29,166.67 each on what would have been Employee’s regular pay dates until the full amount has been paid; (ii) an additional severance benefit of $235,658 to be paid in a lump sum no later than 15 business days after the effective date of the Supplemental Release; and (iii) an additional severance benefit equal $665,000 (Employee’s target variable compensation amount in effect as of the Retirement Date), multiplied by the actual Linde Corporate business factor for 2025, to be paid in a lump sum no later than March 15, 2026.

c.     Following the effective date of the Supplemental Release, to the extent that Employee and any dependents are eligible for COBRA continuation of group health benefits, Linde will make such COBRA continuation coverage available at active employee rates until December 31, 2025 or, such earlier date on which Employee ceases to be eligible for COBRA continuation coverage. Continuation benefits for the required COBRA continuation period remaining thereafter, if any, will be available at the then applicable full COBRA premiums. Employee will remain responsible to timely elect COBRA continuation coverage and to timely remit payment of required premiums and his failure to do so will result in the cancellation of COBRA continuation coverage.

d.     Except as provided herein, Employee’s entitlements under Linde’s benefit plans, programs, policies or arrangements shall be governed by the terms of each such plan, program, policy or arrangement.

e.     For purposes of all outstanding long-term incentive awards previously granted to Employee under Linde plc’s long term incentive plan, Employee’s separation from employment on the Retirement Date will be treated as a termination after satisfying the applicable “Age and Service” requirements with the resulting treatment determined in accordance with the terms of such plan and each such award.

f.     The Assignment Agreement shall remain in effect with the following modifications: (i) Employee’s entitlement to the following benefits will end as of the earlier of his relocation back to the United States or the Retirement Date: mobility premium, cost of

3

living allowance, host country housing allowance, host country transportation allowance, children’s education reimbursement, and international medical benefits for Employee and his family; and (ii) no additional home leave benefits will be available to Employee or his family members after November 1, 2024. Repatriation benefits will be provided in accordance with the terms of the Assignment Agreement and Linde’s International Assignment Policy, as in effect from time to time. Tax support and equalization benefits, if any, will

be provided in accordance with Linde’s Tax Equalization Policy, as in effect from time to time. No tax equalization benefits will be paid with respect to any severance benefits payable under this Agreement.

g.     All payments hereunder will be subject to applicable federal, state, local and/or international tax withholdings as determined by Linde in its sole discretion and will be reflected on Forms W-2 issued to Employee in the normal course.

h.     Employee acknowledges and agrees that Linde has not made any representation to him or anyone representing him regarding the tax consequences of payments and benefits to be provided pursuant to this Agreement. Employee further agrees that the tax consequences of this Agreement shall have no effect whatsoever on the enforceability of this Agreement. In addition, Employee understands and agrees that Linde is obligated to respond truthfully to any inquiry or request for further information by the Internal Revenue Service (“IRS”) or any state taxing authority or to any lawfully issued subpoena concerning the payments to be provided under this Agreement. Employee further understands and agrees that the determination of the tax treatment, if any, of the payments and benefits provided pursuant to this Agreement will be exclusively within the province of the IRS, and any appropriate taxing or judicial authority, pursuant to law. Employee further agrees that he will have no action or claim whatsoever against Linde relating to the tax treatment of the payments and benefits under this Agreement or information or documents provided to the IRS or any appropriate taxing authority.

4. Nondisparagement. Employee will not make any statements that are professionally or personally disparaging about Linde, including, but not limited to, any statements that disparage Linde, or any product, service, finances, financial condition, capability or any other aspect of the business of Linde. In addition, Employee will not engage in any disparaging conduct that has the purpose or effect of causing harm, professionally or personally, to Linde’s reputation. Nothing in this Section is intended to prohibit or restrain the Employee in any manner from making disclosures protected under the whistleblower provisions of federal or state law or regulation or other applicable law or regulation or as set forth in Paragraph 10 below. Linde agrees not to in any communication or statement that is attributed to Linde, and to instruct its current executive officers and members of its Board of Directors (along with the Company, the “Non-Disparagement Parties”) not to, disparage Employee (or any of Employee’s affiliates, businesses, or agents) in any manner likely to be harmful to Employee’s business reputation or personal reputation; provided that the Non-Disparagement Parties may respond accurately and fully to any question, inquiry or request for information when required or permitted by legal process request or receive confidential legal advice. The obligations under this Section extend to Linde’s current executive officers and members of its Board of Directors only for so long as they are employees or directors of Linde; provided, that the obligations of Linde shall not be similarly limited.

5. Advice of Counsel, Consideration and Revocation Periods, Other Information. Linde advises Employee to consult with an attorney prior to signing this Agreement. Employee has twenty one (21) days to consider whether to sign this Agreement from the date he receives it (the “Consideration Period”). Employee must return this signed Agreement to Linde’s

4

representative set forth below within the Consideration Period. If Employee signs and returns this Agreement before the end of the Consideration Period, it is because Employee freely chose to do so after carefully considering its terms. Additionally, Employee shall have seven (7) days from the date of the signing of this Agreement to revoke this Agreement by delivering a written notice of revocation to the person indicated in the General Release. This Agreement will become effective on the eighth

day after Employee signs this Agreement provided that Employee does not revoke this Agreement (the “Effective Date”). Employee agrees with Linde that changes to this Agreement, whether material or immaterial, do not restart the running of the Consideration Period.

6. Full Satisfaction. The parties understand, agree, and intend that, upon execution of this Agreement and the attached General Release, Employee will have received full and complete satisfaction of any and all claims, whether known, suspected, or unknown, that he may have or has had against Linde for any reason, arising from events, acts or omissions that occurred at any time up to and including the date of the execution of this Agreement and the General Release.

7. Cooperation. Following the Retirement Date, Employee agrees to cooperate with the Linde regarding matters within the knowledge or responsibility of Employee.Without limiting the foregoing, Employee agrees (a) to meet with Linde’s representatives, its counsel or other designees at mutually convenient times and places with respect to any items within the scope of this provision; (b) to provide truthful testimony regarding same to any court, agency, or other adjudicatory body; and (c) to provide Linde with notice of contact by any non-governmental adverse party or such adverse party’s representative, except as may be required by law. Linde will reimburse Employee for reasonableexpenses in connection with the cooperation described in this paragraph.

8. Other Agreements. Employee expressly acknowledges and reaffirms his continuing obligations, including but not limited to those regarding confidential or proprietary information, trade secrets, and other intellectual property of Linde under any agreement he signed, including any Memorandum of Employment Agreement and/or under any applicable law, as well as those under his Nondisclosure, Nonsolicitation and Noncompetition Agreement, dated as of November 1, 2010 (the “Noncompete Agreement”).

9. Employee Breach. In addition to any other remedies available to Linde for breach of any provision or obligation under this Agreement, should Employee or any person or entity acting in concert with Employee ever breach any provision or obligation under this Agreement, Employee explicitly agrees that Linde’s obligation to pay any remaining consideration due under Section 3 shall immediately end and Employee will be required to immediately repay to Linde the entire amount of all consideration previously paid to Employee. Although Employee is releasing claims under the Age Discrimination in Employment Act (ADEA), the cessation or forfeiture of benefits provisions in this Section do not apply to any challenge he may make to the knowing and voluntary nature of this Agreement under the ADEA and Older Workers’ Benefit Protection Act.

10. Protected Rights. Nothing in this Agreement including but not limited to the acknowledgments, General Release, proprietary information obligations, nondisclosure, cooperation, and nondisparagement provisions, (a) limits or affects Employee’s right to disclose or discuss sexual harassment or sexual assault disputes; (b) limits or affects Employee’s right to challenge the validity of this Agreement under the ADEA or the OWBPA, (c) prevents Employee from communicating with, filing a charge or complaint with, providing documents or information voluntarily or in response to a subpoena or other information request to, or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity

5

Commission, National Labor Relations Board, the Securities and Exchange Commission, law enforcement, or any other any federal, state or local agency charged with the enforcement of any laws; or from testifying, providing evidence, or responding to a subpoena or discovery request in court litigation or arbitration; or (d) prevents a non-management, non-supervisory employees from engaging in protected concerted activity under §7 of the NLRA or similar state law such as joining, assisting, or forming a union, bargaining, picketing, striking, or participating in other activity for mutual aid or protection, or refusing to do so; this includes using or disclosing information acquired through lawful means regarding wages, hours, benefits, or other terms and conditions of employment, unless the information was entrusted to the employee in confidence by the Company as part of the employee’s job duties. However, by signing this Agreement Employee is waiving rights to individual relief (including backpay, front pay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Employee or on Employee’s behalf by any third party, except for any right Employee may have to receive a payment or award from a government agency (and not the Company) for information provided to the government agency or otherwise where prohibited.

11. Construction. This Agreement shall be construed according to its plain language, and not strictly for or against any party hereto. Captions herein are inserted for convenience, do not constitute a part of this Agreement, and shall not be admissible for the purpose of proving the intent of the parties.

12. Entire Agreement. Except as set forth in Section 8, this Agreement and the attached exhibits contain and constitute the entire understanding and agreement between the parties and supersede and cancel all previous negotiations, representations, agreements, commitments, and writings related to Employee’s retirement from Linde.

13. Severability. Should any provision of this Agreement be declared or determined by any court to be illegal or invalid, the remaining provisions shall nevertheless be binding upon the parties and remain in full force and effect, including without limitation, the General Release and Supplemental Release.

14. No Oral Modifications. This Agreement may not be modified in any way except by a signed writing specifically referring to this Agreement and executed by Employee and a duly authorized representative of Linde. Employee represents and acknowledges that, in executing this Agreement, he does not rely on and has not relied on any representation or statement made by Linde or any of Linde’s agents, representatives or attorneys with regard to the subject matter, basis or effect of this Agreement or otherwise.

15. No Admission of Liability. This Agreement shall not be construed as an admission by Linde of any liability or acts of wrongdoing or unlawful discrimination, nor shall it be considered to be evidence of such liability, wrongdoing, or unlawful discrimination. The Employee will make no inconsistent statement to anyone for any purpose.

16. Section 409A. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), or an exemption, and the provisions of this Section shall apply notwithstanding any provisions of this Agreement to the contrary. Severance benefits under this Agreement are intended to be exempt from Section 409A under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments and each payment shall be treated as a separate payment.

17. Governing Law and Choice of Forum. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Connecticut, and any action related to this

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Agreement must be brought in a court of competent jurisdiction in the state or federal courts of Connecticut. Employee hereby irrevocably consents to personal jurisdiction and venue in said courts.

18. Execution of Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one in the same Agreement.

Employee has read this Agreement, and understands its legal and binding effect. Employee affirms he is acting voluntarily, deliberately, and of him own free will in executing this Agreement, and has been provided with all information needed to make an informed decision to sign this Agreement and that he has been given notice of and an opportunity to retain an attorney and that he has been given an opportunity to ask questions that he might have about this Agreement.

IN WITNESS WHEREOF, all parties have set their hands to this Agreement as of the dates written below.

November 19, 2024	By: /s/ John M. Panikar
	John M. Panikar
November 19, 2024	By: /s/ David P. Strauss
---	---
	David Strauss<br>Chief Human Resources Officer

7

Exhibit A

GENERAL RELEASE

1. In consideration of the promises and benefits set forth in the attached Retirement Agreement and General Release (the “Agreement”), I, John M. Panikar, for myself and on behalf of my heirs, assigns, successors, executors and administrators, hereby fully and irrevocably release and discharge Linde from any and all manner of claims, complaints, causes of action, grievances, liabilities, obligations, promises, damages, agreements, rights, debts and expenses (including attorneys’ fees and costs), of every kind, either at law or in equity, whether known or unknown, suspected or unsuspected, of any nature whatsoever, arising at any time up to and including the date of the execution of this Agreement. This includes any claims under any federal, state, local or municipal law, regulation or decision, including, but not limited to: claims under United States federal, state or local law and the national or local law of any foreign country (statutory or decisional), for wrongful, abusive, constructive or unlawful discharge or dismissal, for breach of any contract, or for discrimination based upon race, color, ethnicity, sex, age, national origin, religion, disability, sexual orientation, or any other unlawful criterion or circumstance, including rights or claims under the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, violations of the Equal Pay Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1991, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Worker Adjustment Retraining and Notification Act, the Family Medical Leave Act, including all amendments to any of the aforementioned acts; and violations of any other federal, state, or municipal fair employment statutes or laws, including, without limitation, violations of any other law, rule, regulation, or ordinance pertaining to employment, wages, compensation, hours worked, or any other claims for compensation or bonuses, whether or not paid under any compensation plan or arrangement; breach of contract; tort and other common law claims; defamation; libel; slander; impairment of economic opportunity defamation; sexual harassment; retaliation; attorneys’ fees; emotional distress; intentional infliction of emotional distress; assault; battery, pain and suffering; and punitive or exemplary damages. It is expressly agreed and understood that this Release is a general release and waiver of claims. This Release does not apply to (a) any claims or rights that may arise after I sign it, (b) any rights of indemnification, contribution, or to be held harmless, or to the coverage afforded by any policies of directors’ and officers’ liability insurance, which rights exist as of the date hereof, (c) Linde’s expense reimbursement policies, (d) any vested rights under Linde’s employee benefit and compensation plans, and (e) any claims that the controlling law clearly states may not be released by private agreement.

2. I agree and acknowledge that:

(a) I have read this document, and I understand its legal and binding effect.I am acting voluntarily and of my own free will in executing this release.

(b) The consideration for this release is in addition to anything of value to which I already am entitled.

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(c) I have had the opportunity to seek and have consulted with legal counsel prior to signing this release.

(d) I have been given at least 21 days to consider the terms of this release and

Agreement before signing them. In the event that I sign this release before the expiration of the 21-day period, I acknowledge that I have freely chosen to waive the 21-day period.

(e) Nothing herein limits my rights under applicable law to provide truthful information to any governmental entity or to file a charge with or participate in an investigation conducted by any governmental entity. Notwithstanding the foregoing, I agree to waive my right to recover monetary damages in connection with any charge, complaint or lawsuit filed by me or anyone else on my behalf (whether involving a governmental entity or not); provided that I am not agreeing to waive, and this Release shall not be read as requiring me to waive, any right I may have to receive an award for information provided to any governmental entity.

3. I understand that if I sign this release, I can change my mind and revoke it within seven days after signing it by sending a written revocation notice by both overnight and certified mail to:

Troy Ficarra

Associate General Counsel, HR
Linde Inc.

10 Riverview Drive

Danbury, CT 06810

I have read and understand the General Release set forth above and agree to be bound by its terms.

November 19, 2024	By: /s/ John M. Panikar
	John M. Panikar

Acknowledged and agreed by Linde Inc.

November 15, 2024	By: /s/ David P. Strauss
	David Strauss<br>Chief Human Resources Officer

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Exhibit B

SUPPLEMENTAL RELEASE

RELEASE AND WAIVER

In further consideration for the agreements made in my Retirement Agreement and General Release (Retirement Agreement) including the obligation to sign this Supplemental Release and to receive severance and other compensation as indicated in the Retirement Agreement, I and any person acting by, through, under or on behalf of me, release, waive, and forever discharge Linde Inc. (Company), its subsidiaries, affiliates, and related entities and all of their respective agents, employees, officers, directors, shareholders, members, managers, employee benefit plans and fiduciaries, insurers, successors, and assigns (Released Parties) from any and all claims, liabilities, actions, demands, obligations, agreements, or proceedings of any kind, individually or as part of a group action, whether known or unknown, arising out of, or connected with, claims of unlawful discrimination, harassment, retaliation, or failure to accommodate; the terms and conditions of my employment; my compensation and benefits; and/or the termination of my employment, including, but not limited to, all matters in law, in equity, in contract, or in tort, or pursuant to statute, including damages, attorney’s fees, costs and expenses and, without limiting the generality of the foregoing, to all claims arising under the Age Discrimination in Employment Act (ADEA), the Civil Rights Act of 1866, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Employee Retirement Income Security Act (ERISA), the Americans with Disabilities Act, the National Labor Relations Act (NLRA), the Family and Medical Leave Act (FMLA), the Uniformed Services Employment and Reemployment Rights Act, the Worker Adjustment and Retraining Notification Act, any amendments to the foregoing, any other federal, state, or local law, rule, ordinance, or regulation, as well as claims in equity or under common law for tort, breach of contract, wrongful discharge, defamation, emotional distress, and negligence.

I understand this release of claims does not apply to (a) any claims or rights that may arise after I sign this Supplemental Release, (b) any rights of indemnification, contribution, or to be held harmless, or to the coverage afforded by any policies of directors’ and officers’ liability insurance, which rights exist as of the date hereof, (c) the Company’s expense reimbursement policies, (d) any vested rights under the Company’s employee benefit and compensation plans , and (e) any claims that the controlling law clearly states may not be released by private agreement.

VOLUNTARY AGREEMENT; ADVICE OF COUNSEL; CONSIDERATION AND<br>REVOCATION PERIODS

I understand and acknowledge that:

(a) The consideration for this Supplemental Release is in addition to anything of value to which I already am entitled, and is not wages, a wage increase, a bonus, or any other form of compensation for services performed. Standard deductions will be made to the consideration for this Supplemental Release.

(b) I have had the opportunity to seek, and I am advised in writing to seek, legal counsel prior to signing this Supplemental Release.

(c) I have been given at least 21 days from the date I received this Supplemental Release and any attached information to consider the terms of this Supplemental Release before signing it (Consideration Period). In the event I choose to sign this Supplemental Release prior to the expiration of the Consideration Period, I represent that I am knowingly and voluntarily waiving the remainder of the Consideration Period. I understand that having waived some portion of the Consideration Period, the Company may expedite the processing of benefits provided to me in exchange for signing this Supplemental Release. I agree with the Company that changes, whether material or immaterial, do not restart the running of the Consideration Period.

(d) If I sign this Supplemental Release, I can change my mind and revoke it within seven days after signing it by returning it (Revocation Period). I understand that this Supplemental Release will not be effective until after this Revocation Period has expired (Supplemental Release Effective Date), and I will not be entitled to

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receive any benefits until after the Supplemental Release becomes effective.If the Revocation Period expires on a weekend or holiday, I understand I have until the end of the next business day to revoke.

(e) I will return my signed Supplemental Release and any written revocation notice by hand

delivery, mail or email to:

Troy Ficarra

Associate General Counsel, HR
Linde Inc.

10 Riverview Drive

Danbury, CT 06810
Troy.Ficarra@Linde.com

(f) I have (i) received all compensation due me as a result of services performed for the Company with the receipt of my final paycheck; (ii) reported to the Company any and all work-related injuries or occupational disease incurred by me during my employment by the Company; (iii) been properly provided any leave requested because of my or a family member’s health condition or military service and have not been subjected to any improper treatment, conduct or actions due to a request for or taking such leave; (iv) had the opportunity to provide the Company with written notice of any and all concerns regarding suspected ethical and compliance issues or violations on the part of any Released Party; and (v) no pending claim against the Company or any Released Party for sexual assault; sexual harassment; or unlawful workplace harassment or discrimination, failure to prevent an act of workplace harassment or discrimination, or act of retaliation against a person for reporting or opposing harassment or discrimination whether or not filed in a court or government agency proceeding, in an alternative dispute resolution forum, or through the Company’s internal complaint process.

BINDING AGREEMENT AND PROMISE NOT TO SUE

I understand that following the Revocation Period, this Supplemental Release will be final and binding. I promise that I will not file a lawsuit or arbitration proceeding based on any claim that I have settled by the Retirement Agreement and this Supplemental Release. If I break this promise or fail to comply with my obligations under this Supplemental Release, I agree to pay all of the Company’s costs and expenses (including reasonable attorneys’ fees) related to the defense of any such lawsuit or arbitration, or any Released Party’s efforts to enforce the terms of this Supplemental Release, except this promise not to sue does not apply to claims challenging the knowing and voluntary nature of this Supplemental Release that I may have under the Older Workers Benefit Protection Act (OWBPA) and the ADEA. Although I am releasing claims that I may have under the OWBPA and the ADEA, I understand that I may challenge the knowing and voluntary nature of this Supplemental Release under the OWBPA and the ADEA before a court, the Equal Employment Opportunity Commission (EEOC), or any other federal, state or local agency charged with the enforcement of any employment laws. This provision is not intended to preclude otherwise available recovery of attorneys’ fees or cost specifically authorized under applicable law.

GENERAL PROVISIONS

This Supplemental Release along with the Retirement Agreement and General Release constitute the complete and total agreement between the Company and me with respect to issues addressed in those two documents except my obligations under previously signed confidentiality, trade secrets, inventions, unfair competition, and arbitration or other dispute resolution agreements remain intact. I represent that I am not relying on any other agreements or oral representations not fully expressed in this document including any attachments. I agree that this Supplemental Release shall not be modified, altered, or discharged except by written instrument signed by an authorized Company representative and me. The headings in this document are for reference only and shall not in any way affect the meaning or interpretation of this Supplemental Release. I agree that this Supplemental Release will not be introduced as evidence in any administrative proceeding or in any lawsuit. I agree that should any part of this Supplemental Release except the release of claims be found to be void or unenforceable by a court of competent jurisdiction, that determination will not affect the remainder of this Supplemental Release. I understand the Company will not accept this Supplemental Release if it is signed or returned prior to my last day of employment.

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PROTECTED RIGHTS

I understand nothing in this Supplemental Release (including but not limited to the acknowledgements, release of claims, the promise not to sue, the confidentiality obligations, and the return of property provision) (a) limits or affects my right to disclose or discuss sexual harassment or sexual assault disputes; (b) limits or affects my right to challenge the validity of this Release under the ADEA or the OWBPA; (c) prevents me from communicating with, filing a charge or complaint with, providing documents or information voluntarily or in response to a subpoena or other information request to, or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission, National Labor Relations Board, the Securities and Exchange Commission, law enforcement, or any other any federal, state or local agency charged with the enforcement of any laws; or from testifying, providing evidence, or responding to a subpoena or discovery request in court litigation or arbitration; (d) prevents a non- management, non-supervisory employees from engaging in protected concerted activity under §7 of the NLRA or similar state law such as joining, assisting, or forming a union, bargaining, picketing, striking, or participating in other activity for mutual aid or protection, or refusing to do so; this includes using or disclosing information acquired through lawful means regarding wages, hours, benefits, or other terms and conditions of employment, unless the information was entrusted to the employee in confidence by the Company as part of the employee’s job duties. However, by signing this Supplemental Release I am waiving my right to recover any individual relief (including any backpay, front pay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by me or on my behalf by any third party, except for any right I may have to receive a payment or award from a government agency (and not the Company) for information provided to the government agency or where otherwise prohibited.

I have read this Supplemental Release and understand its legal and binding effect. I am<br><br>acting voluntarily, deliberately, and of my own free will in signing this Supplemental Release. The Company has provided me with all information needed to make an informed decision to sign this Supplemental Release, notice of and an opportunity to retain an attorney, and an opportunity to ask questions about this Supplemental Release. I understand that I cannot sign this Supplemental Release prior to my last day of employment.<br><br><br><br>Dated: Signature:<br><br>John M. Panikar

Acknowledged and agree by Linde Inc.

By:
David Strauss<br>Executive Vice President & Chief Human Resources Officer

Document

Adopted by the Board July 30, 2024

LINDE PLC

NON-EMPLOYEE DIRECTOR DEFERRAL PROGRAM

ARTICLE I—PURPOSE

The purpose of this Non-Employee Director Deferral Program (the “Program”) is to provide non-employee directors (“Directors”) of Linde plc (the “Company”) with the opportunity to (A) defer payment of cash Director Fees (“Cash Fees”) by converting such Cash Fees into Other Stock-Based Awards in the form of deferred stock units (“DSUs”) granted under the 2021 Linde plc Long Term Incentive Plan or any successor plan (the “Equity Incentive Plan”), and (B) defer settlement of restricted stock units granted as the equity component of their Director Fees (as defined below) or otherwise granted under the Equity Incentive Plan (the “Director Fee RSUs”).

For purposes of the Program, “Director Fees” means the compensation payable to a Director in the form of Cash Fees and/or restricted stock units (“RSUs”) for services rendered as a member of the Board of Directors of the Company (the “Board”), including the annual base retainer fee paid to a Director and any additional retainer fee paid for service on a committee, as Chair of the Board or of a committee, as lead independent director, or for such other specific role.

ARTICLE II—PARTICIPANT ELECTIONS

Section 2.1— Deferral of Cash Fees and RSUs

On an annual basis, for the Board service period (generally, the period commencing in January and ending in December) (the “Compensation Period”) commencing in the following calendar year, a Director may, through an electronic or written election on a form or forms prescribed by the Company (each, an “Election Form”), elect to defer all or a portion of the Cash Fees to be earned by the Director in such Compensation Period into DSUs and/or to defer his or her Director Fee RSUs to be granted in such Compensation Period (any such deferred RSUs, the “Deferred Director Fee RSUs”). Settlement of DSUs and Deferred Director Fee RSUs (together, “Deferred Director Fees”) will be made in accordance with Article III below. DSUs and Deferred Director Fee RSUs in respect of each Compensation Period will be separately designated and tracked under the Program on behalf of each Director, as further set forth in Section 2.5 below.

Section 2.2—Election Timing

An Election Form with respect to Cash Fees that may be earned or Director Fee RSUs that may be granted during a particular Compensation Period must be completed and submitted to the Company no later than December 31 of the calendar year prior to the year in which such Compensation Period commences.

Notwithstanding the foregoing, unless otherwise determined by the Committee (as defined below), an individual who first becomes eligible to participate in the Program during a Compensation Period may complete and submit an Election Form on or before the deadline established by the Company, which in no event shall be later than 30 days after such individual first becomes eligible to participate in the Program, in order to elect to defer Director Fees to be earned for services performed in that same Compensation Period and after such election (an “Initial Eligibility Election”); provided that (a) any Initial Eligibility Election to defer Cash Fees must be made prior to the start of the first calendar quarter

(or other Cash Fees payment period) that commences after the Director submits the Election Form to the Company, and (b) any Initial Eligibility Election to defer Director Fee RSUs must be made prior to the date such Director Fee RSUs are granted. The determination of whether a Director may make an Initial Eligibility Election will be made in accordance with the rules of Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”), including Treasury Regulations Section 1.409A-2(a)(7).

The choices reflected in the Director’s Election Form become irrevocable on the applicable election deadline set forth in this Section 2.2. If a Director fails to submit a properly completed Election Form by the applicable election deadline, the Director will be ineligible to receive DSUs or to defer Director Fee RSUs for the applicable Compensation Period or portion thereof.

Adopted by the Board July 30, 2024

Section 2.3—Election Amount

A Director may elect to defer all or only a portion of his or her Cash Fees with respect to a Compensation Period, subject to the limitations applicable to an Initial Eligibility election in Section 2.2 above. However, unless otherwise determined by the Committee, a Director may not elect to defer only a portion of his or her Director Fee RSUs to be granted in a Compensation Period and an election to defer settlement of any Director Fee RSUs to be granted in a Compensation Period will apply to all Director Fee RSUs to be granted in that Compensation Period, except to the extent the Director Fee RSUs cannot be deferred pursuant to an Initial Eligibility Election due to the limitations set forth in Section 2.2 above.

Section 2.4—Form of Settlement

In the Election Form, a Director may elect to receive settlement of all Deferred Director Fees (whether DSUs or Deferred Director Fee RSUs) in respect of each Compensation Period in (a) a single lump sum; (b) 5 annual consecutive installment payments; or (c) 10 annual consecutive installment payments, as further set forth in and subject to Article III. In the event that a Director fails to specify the form of settlement, settlement will be made in a single lump sum. All Deferred Director Fees will be settled solely in Shares (as defined in the Equity Incentive Plan), on a one-for-one basis, and not in cash, notwithstanding any discretion to the contrary in the Equity Incentive Plan.

Section 2.5— Program Accounts; Cash Fees Deferrals-Credits and Debits to Director’s Accounts

(a)           DSU Accounts.  The Company will create and maintain on its books a Director’s DSU Account for each Director who has made an election to defer payment of Cash Fees under Section 2.1. For each applicable Compensation Period (or portion thereof), the Company will credit to such account the number of DSUs equal to the number of Shares that could be purchased with the amount of any Director’s Cash Fees which would have been paid to the Director but for such Cash Fees deferral election, as of the date the Cash Fees would have otherwise been payable. The number of DSUs will be calculated to three decimals by dividing the amount of the Director’s Cash Fees as to which a deferral election was made by the closing price of the Shares as reported on the Nasdaq Stock Market (or such other national securities exchange on which the Shares are then listed) as of the date the Cash Fees would have otherwise been payable. The DSUs will not be subject to vesting requirements or other forfeiture restrictions. DSUs are not, and do not constitute, Shares, and no right as a holder of Shares devolves upon a Director by reason of participation in this Program. Rights of a holder of Shares will arise only after settlement of Deferred Director Fees in actual Shares.

(b)          Deferred Director Fee RSU Accounts. The Company will create and maintain on its books a Deferred Director Fee RSU Account for each Director who has made an election to defer settlement of Director Fee RSUs under Section 2.1. For each applicable Compensation Period (or portion thereof), the Company will credit to such account the number of Deferred Director Fee RSUs corresponding to the number of Director Fee RSUs the Director has elected to defer.

(c)    Dividends.

(i)DSUs. As of the date any cash dividend is paid to holders of Shares, each Director’s DSU Account, regardless of whether the DSU holder is then a Director, will be credited with additional DSUs equal to the number of Shares that could have been purchased with the amount which would have been paid as cash dividends on that number of Shares (including fractions of a share to three decimals) equal to the number of DSUs credited to such Director’s Stock Account as of the record date applicable to such cash dividend. The number of additional DSUs to be credited will be calculated to three decimals by dividing the amount which would have been paid as cash dividends by the closing price of the Shares as reported on the Nasdaq Stock Market (or such other national securities exchange on which the Shares are then listed) as of the date the cash dividend would have been paid. In the case of dividends paid in property other than cash, the amount of the dividend shall be deemed to be the fair market value of the property at the time of the payment of the dividend, as determined in good faith by the Committee. Should payment with respect to DSUs under Article III be made after the record date, but before the payment date applicable to a dividend paid to holders of Shares, no additional crediting to a Director’s DSU Account in consequence of such dividend payment will be made.

(ii)Deferred Director Fee RSUs. Any Deferred Director Fee RSUs will be credited with dividends paid to holders of Shares to the extent and in the manner set forth in the Award Agreement (as defined in the Equity Incentive Plan) for such Deferred Director Fee RSUs.

Adopted by the Board July 30, 2024

(c)           Debits and Calculation of Payments.  The Company will debit the Director’s DSU Account or Deferred Director Fee RSU Account as required under the payment schedule for such Director’s DSU Account or Deferred Director Fee RSU Account and pursuant to Article III below. Payment with respect to whole DSUs or Deferred Director Fee RSUs will be in Shares, at the rate of one Share per DSU or Deferred Director Fee RSU. With respect to fractional DSUs or fractional Deferred Director Fee RSUs, the number of Shares delivered on the applicable payment date will be rounded down to the nearest whole number of Shares.

ARTICLE III—SETTLEMENT OF DEFERRED DIRECTOR FEES

Section 3.1—Settlement on Separation from Service or During a Specified Year

Settlement of Deferred Director Fees will be made or will commence, as applicable, either (1) following the Director’s “separation from service” (within the meaning of Section 409A of the Code (“Section 409A”), or (2) in a calendar year specified by the Director, whether or not the Director may be serving on the Board in the specified year or his or her service on the Board may have previously terminated, not to exceed ten years from the year in which the election is made, unless the Committee permits a longer duration (the “Specified Year”). In either case, settlement shall be in a single lump sum or in installments as provided in subsections 3.1(a) and 3.1(b) below, except as otherwise set forth in Section 3.2 or 3.3. All settlements of Deferred Director Fees shall be made solely in the form of Shares

and not in cash or other forms. In the event that a Director elects to defer Cash Fees or Director Fee RSUs but fails to specify the timing and/or form of settlement, settlement will be made in a single lump sum payment on the Director’s separation from service in accordance with Section 3.1(a)(1) below, except as otherwise set forth in Section 3.2 or 3.3.

(a)Settlement in Lump Sum. In the event that a Director elects to receive settlement of the Deferred Director Fees for a particular year in a single lump sum, the Director’s Deferred Director Fees for such year will be settled (1) within 90 days following the Director’s separation from service if the Director elects settlement on separation from service; provided, however, that if the Director is a “specified employee” within the meaning of Section 409A on the date of the Director’s separation from service, settlement will be made on the date that is the first day of the seventh month after the date of the Director’s separation from service with the Company, or (2) during the January of the Specified Year if the Director elects settlement in a Specified Year.

(b)Settlement in Installments. In the event that a Director elects to receive settlement of Deferred Director Fees for a particular year in installments, the Director’s Deferred Director Fees for such year will be settled in either 5 or 10 substantially equal annual installment payments, in accordance with the Director’s election, with the first installment made (1) during January of the first calendar year that commences following the year of the Director’s separation from service if the Director elects settlement on separation from service, or (2) during January of the Specified Year if the Director elects settlement in a Specified Year (the “Standard First Installment Date”); provided, however, that if the Director elects settlement on separation from service and the Director is a “specified employee” within the meaning of Section 409A on the date of the Director’s separation from service, and the Standard First Installment Date would occur within six months following the Director’s separation from service, then the first installment will instead be made on the date that is the first day of the seventh month after the date of the Director’s separation from service with the Company. Subsequent installments will be made during January of each succeeding year until all of the Director’s Deferred Director Fees for the applicable year have been settled. If the amount of any installment payment includes a fractional share, then the number of Shares delivered on the applicable installment payment date will be rounded up to the nearest whole Share; provided, however, that the number of Shares delivered on the last installment payment date will be rounded down to the nearest whole number of Shares.

Section 3.2—Settlement on Change in Control; Overriding Election

Notwithstanding the elections made by a Director pursuant to Section 3.1 above, a Director may elect on an Election Form to receive accelerated settlement of Deferred Director Fees (to the extent vested) upon a Change in Control (as defined in the Equity Incentive Plan) that constitutes a permissible distribution event under Section 409A(a)(2) of the Code (such event, a “Qualifying Change in Control”), in which case, the Deferred Director Fees to which such election applies will be settled in a single lump sum payment within 90 days following the effective date of a Qualifying Change in Control. Unless

Adopted by the Board July 30, 2024

otherwise determined by the Committee, once in effect, any election by a Director to receive accelerated settlement of Deferred Director Fees upon a Qualifying Change in Control will apply to all DSUs and

Deferred Director Fee RSUs granted to the Director after the date of such election; provided, however, that the Director may cancel such election on a prospective basis via a timely-submitted Election Form effective for DSUs and Deferred Director Fee RSUs granted to the Director in subsequent calendar years.

Section 3.3—Settlement on Death or Disability

Notwithstanding Section 3.1 above or any election made by a Director on an Election Form, in the event of a current or former Director’s death, all of such Director’s then-outstanding and vested Deferred Director Fees will be settled in a single lump sum payment to the beneficiary eligible to receive such payment under the terms of the Equity Incentive Plan (or in separate payments to the beneficiaries if more than one were designated by the Director), or to the Director’s estate, as the case may be, subject to the terms of the Equity Incentive Plan. Such settlement will be made within 90 days of the Director’s death, or where additional time is needed for administrative reasons, at such later time as is permitted under Section 409A.

Notwithstanding Section 3.1 above or any election made by a Director on an Election Form, in the event a Director becomes Disabled, all of such Director’s then-outstanding and vested Deferred Director Fees will be settled in a single lump sum payment within 90 days following the date it is determined that the Director has become Disabled.  “Disabled” means unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of twelve (12) months or longer.

ARTICLE IV—ADMINISTRATION, EFFECTIVE DATE, AMENDMENT AND TERMINATION OF PROGRAM, AND TAX WITHHOLDING

Section 4.1—Administration

The Program shall be administered by the Committee, provided that to the extent consistent with applicable laws, day-to-day ministerial tasks and operational matters may be handled by the appropriate officers and employees of the Company. The Committee shall have full and exclusive authority and discretion to interpret the provisions of the Program and to establish such administrative procedures as it deems necessary and appropriate to carry out the purposes of the Program. The construction and interpretation of any provision of the Program by the Committee, and a determination by the Committee of the amount of any Deferred Director Fees account, will be final and conclusive.

Section 4.2—Effective Date, Amendment, Suspension and Termination

The Program shall become effective upon approval and adoption by the Board. Subject to compliance with Section 409A, the Board may, at any time, amend, suspend, or terminate the Program in whole or in part, provided that no such action may decrease the amount or value of any outstanding Deferred Director Fees, or associated dividend equivalent rights, if any, as of the date such action is taken.

Section 4.3—Tax Withholding

Prior to any relevant taxable or tax withholding event in connection with settlement of a Director’s Deferred Director Fees, as applicable (the “Tax Withholding Obligations”), the Director agrees to make adequate arrangements to satisfy such Tax Withholding Obligations by one or a combination of the

following, at the election of the Director: (i) the Director’s payment in cash, (ii) the Company’s deduction from the number of Shares otherwise due the Director, a number of Shares having an aggregate Fair Market Value (as defined in the Equity Incentive Plan) sufficient to discharge all Tax Withholding Obligations; provided that, if Shares are so withheld, they shall be withheld only up to the rate that will not trigger a negative accounting impact on the Company, or (iii) the Director’s tender to the Company (either by actual delivery or attestation) of a number of the Director’s previously acquired Shares having an aggregate Fair Market Value sufficient to discharge all Tax Withholding Obligations.

Adopted by the Board July 30, 2024

ARTICLE V—MISCELLANEOUS PROVISIONS

Section 5.1—Section 409A Compliance

The Program is intended to comply with the requirements of Section 409A, and the Program and any Election Form or Award Agreement shall be interpreted in a manner that satisfies the requirements of Section 409A and shall be administered accordingly. If any provision of the Program or any term or condition of any Election Form or Award Agreement would otherwise frustrate or conflict with this intent, such provision, term or condition will be interpreted and deemed amended so as to avoid this conflict. Each payment payable under this Program is intended to constitute a separate payment for purposes of Section 409A. Neither the Company nor the Committee warrants that the Program will comply with Section 409A with respect to any Director or with respect to any payment. In no event shall the Company or any subsidiary or affiliate or any director, officer, or employee of the Company (other than the Director) be liable for any additional tax, interest, or penalty incurred by any Director or beneficiary as a result of the Program’s failure to satisfy the requirements of Section 409A, or as a result of the Program’s failure to satisfy any other requirements of applicable tax laws.

Section 5.2—Dividend Equivalent Rights

In the event that the Company pays dividends on its Shares, any additional DSUs credited pursuant to Section 2.5(c)(i) above and any dividend equivalents credited with respect to Deferred Director Fee RSUs will be paid at the same time and in the same form as the Deferred Director Fees to which they relate.

Section 5.3—Unsecured General Creditor

The Company’s obligations under the Program constitute an unfunded and unsecured promise to distribute Shares in the future. Directors’ and beneficiaries’ rights under the Program are solely those of general unsecured creditors of the Company. No assets will be placed in trust, set aside or otherwise segregated to fund or offset liabilities in respect of the Program.

Section 5.4 —Equity Incentive Plan Terms

The Program is adopted pursuant to the Committee’s authority under the Equity Incentive Plan and the Program and any DSUs or Deferred Director Fee RSUs are subject to the terms and conditions of the Equity Incentive Plan. In the event of any conflict between the provisions of the Equity Incentive Plan and the Program, the provisions of the Program shall prevail to the extent needed to comply with Section 409A.

Section 5.5—Adjustments.

Any DSUs and Deferred Director Fee RSUs will be subject to adjustment in the event of certain corporate events or transactions in accordance with the adjustment provisions of the Equity Incentive Plan, in order to prevent dilution or enlargement of Directors’ rights with respect to such DSUs or Deferred Director Fee RSUs.

Section 5.6—Non-Alienation

No Director (or estate of a Director) will have power to transfer, assign, anticipate, mortgage or otherwise encumber any rights or any amounts payable hereunder; nor will any such rights or payments be subject to seizure for the payment of any debts, judgments, alimony, or separate maintenance, or be transferable by operation of law in the event of bankruptcy, insolvency, or otherwise.

Section 5.7—Directors Based Outside of the United States

Notwithstanding any provision of this Program to the contrary, in order to comply with the laws in other countries in which the Company and/or its subsidiaries operate or in which Directors may reside, the Committee, in its discretion, shall have the power and authority to:

(a)    Determine which Directors outside the United States are eligible to participate in this Program;

(b)    Modify the terms and conditions of this Program with respect to Directors outside the United States to comply with applicable foreign laws;

Adopted by the Board July 30, 2024

(c)    Establish subplans and modify other terms and procedures, to the extent such actions may be necessary or advisable. Any subplans and modifications to Program terms and procedures established under this Section 5.7 by the Committee shall be attached to this Program document as appendices; and

(d)    Take any action, before or after any deferral election is made, that it deems advisable to obtain approval or comply with any necessary local government regulatory exemptions or approvals.

Notwithstanding the above, the Committee may not take any actions hereunder, and no deferrals may be made, that would violate Section 409A.

6

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LINDE PLC

INSIDER TRADING POLICY

The Need for a Policy

The purchase and sale of securities while possessing Inside Information (as defined below) is prohibited by U.S. federal securities laws. In addition, these laws prohibit disclosing such information to others who may trade in such securities. In the course of performing their duties, many directors, officers and employees of Linde plc (“Linde” or the “Company”) and of its subsidiaries and affiliates have access to Inside Information about Linde or about Linde’s business (including information about other companies with which Linde does or may do business).

Linde has adopted this Policy to avoid even the appearance of improper conduct on the part of any directors, officers and employees of Linde and its subsidiaries and affiliates. This Policy is designed to protect and enhance the reputation of Linde and its employees for integrity, ethical conduct and good corporate citizenship.

Statement of Policy

No Trading Based On Inside Information. No director, officer, or employee who has Inside Information relating to Linde may buy or sell securities of Linde, directly or indirectly through family members or other persons or entities or engage in any other action to take personal advantage of that information. Certain Insiders (as defined in this Policy) shall be subject to additional trading restrictions and procedures as further described in this Policy, including trading windows and transaction preclearance. Linde itself is prohibited from trading at any time in any securities of Linde on the basis of Inside Information, consistent with applicable law.

No Tipping Inside Information. No director, officer, or employee may provide Inside Information about Linde to any person (except to other employees and third-party professional advisers who need to know the information to perform their duties) or, while in possession of Inside Information about Linde, suggest or otherwise recommend that any such person buy or sell securities of Linde or engage in any other action to take advantage of that information.

No Exceptions. Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure) are no exception. Even the appearance of an improper transaction must be avoided in order to preserve Linde’s reputation for adhering to the highest standards of conduct.

Inside Information. For purposes of this Policy, “Inside Information” is information (i) relating, directly or indirectly, to a listed company or financial instruments, (ii) which a reasonable investor would be likely to use as part of the basis of his or her investment decisions because of

its significant effect on prices, and (iii) which has not been made public, i.e., broadly disclosed to the marketplace such that the marketplace has had time to absorb the information. Further information is provided in this Policy about what constitutes Inside Information but this legal concept can be complex and fact-specific. Those persons subject to this Policy are required to consult with the legal department if ever in doubt of whether they are in possession of Inside Information and must refrain

from trading (and from further disclosing the information) until those doubts are resolved with the assistance of counsel.

Some examples of information that a reasonable investor may use depending on the circumstances is information in connection with:

(1)earnings forecast or changes therein;

(2)significant new product or discovery;

(3)significant merger, acquisition, divestiture or joint venture;

(4)declaration or omission of dividends or change in dividend policy;

(5)stock split or stock dividend;

(6)significant change in capital investment plans;

(7)purchase or sale of a significant asset;

(8)change in control or a significant change in management;

(9)acquisition or loss of a significant contract;

(10)significant change in product pricing or physical volume;

(11)significant expansion or curtailment of operations; layoffs;

(12)significant increase or decline in orders;

(13)significant litigation or government investigation;

(14)significant labor dispute;

(15)significant dispute with major suppliers, customers or subcontractors;

(16)significant write-off or loss;

(17)significant change in prior reported earnings;

(18)significant shortage of materials or supplies;

(19)significant cost overrun on major construction;

(20)borrowing of significant amount of funds;

(21)sale of a significant amount of additional securities;

(22)establishment of a stock repurchase program;

(23)tender offer for another company’s securities; and

(24)significant liquidity problems.

Reporting of Disclosures and Violations. If Inside Information is disclosed, inadvertently or otherwise, no matter what the circumstances, by any person or means, the person making or discovering that disclosure should immediately report the facts to the Chief Legal Officer and/or General Counsel so as to allow an assessment of the potential impact to the Company and to allow the Company to comply with its potential disclosure obligations. Likewise, any potential insider trading violation or discovery of a potential violation should be immediately reported to the Chief Legal Officer and/or General Counsel.

Scope of Policy

Transactions By Related Parties. The restrictions described in this Policy apply also to the following (collectively referred to as “Related Parties”): (a) a spouse or a partner considered to be equivalent to a spouse in accordance with applicable national or state law; (b) a dependent child, in accordance with applicable national or state law; (c) any family member who shares your household;

(d) any legal person (e.g., a corporation), partnership, trust or estate the managerial responsibilities of which are discharged by you or by a person described under clauses (a) to (c) or which is directly or indirectly controlled by you or such a person, or which is set up for the benefit of you or such a person, or the economic interests of which are substantially equivalent to yours or to those of such a person. You are responsible for advising your Related Parties of the requirements of this Policy.

Post-Employment or Service. This Policy continues to apply after termination of employment or service with Linde to the extent that the former employee or director is in possession of Inside Information at the time of termination. In such case, no trading may take place until the information becomes public or ceases to be material.

Securities and Transactions Covered. The “securities” covered by this Policy and U.S. federal securities laws and rules include not only Linde’s Ordinary Shares and debt securities, but also derivative securities such as options, stock appreciation rights, exchange traded options, puts and calls and any other security that relates to, or derives its value by reference to, Linde’s Ordinary Shares or debt securities. Therefore, each individual must avoid any actions which may result in indirect transactions involving Linde securities during any periods of time that the individual is in possession of Inside Information. In addition, as set forth below, Insiders (as defined below) may not engage in transactions in derivative securities related to Linde’s Ordinary Shares or debt securities.

References to “trading” and “transactions” mean broadly any purchase, sale or other transaction, including cancellation of transactions, market option exercises, gifts or other contributions, and certain transactions under Company-sponsored plans.

Transactions Under Company Plans. The prohibition to trade outside the regularly scheduled trading window period (set forth below), and the Insider preclearance requirements below, apply to certain Company plan transactions as follows:

•Stock Option Exercises. The preclearance requirements apply to exercising options. The trading restrictions apply to exercising stock options and to any sale of Ordinary Shares received upon exercise, and to a broker-assisted cashless exercise of a stock option and the market sale of Ordinary Shares to raise cash to fund the exercise.

•Restricted Stock and Restricted Stock Units. The trading restrictions and preclearance requirements apply to withholding of shares under such awards to cover applicable tax withholding. Any withholding of shares to cover applicable taxes shall be effected through direct withholding by the Company and not through a market transaction.

•Dividend Reinvestment Plan Transactions. The trading restrictions and preclearance requirements do not apply to ongoing purchases of Linde Ordinary Shares by pre- established, automatic reinvestment of cash dividends under any Company dividend reinvestment and stock purchase plan (“DRISP”). However, preclearance is required for

(a) other DRISP voluntary purchases of Linde Ordinary Shares resulting from additional cash contributions, (b) any initial election to participate in the DRISP, (c) any sale of Ordinary Shares purchased pursuant to the DRISP and (d) any cancellation or amendment of the Insider’s participation during a closed period.

•Company 401(k) Retirement Savings Plan Transactions. The trading restrictions and preclearance requirements do not apply to purchases in the Company stock fund in any 401(k) Retirement Savings Plan of the Company or any of its subsidiaries resulting from ongoing pre-established, automatic, periodic employee payroll contributions or Company matching contributions. However, the preclearance requirements do apply to the following elections under the Company 401(k) Retirement Savings Plan: (i) increasing or decreasing periodic contributions allocated to purchase Company Ordinary Shares;

(ii) intra-plan transfers of an existing balance in or out of a Company Ordinary Shares fund; (iii) borrowing money against the account if the loan results in selling any portion of a Company Ordinary Shares fund (as it commonly does); and (iv) pre-paying a loan if the pre-payment results in allocating the proceeds to a Company Ordinary Shares fund (as it commonly does).

Related Company Policies

Confidentiality Obligations. This Policy is designed to avoid misuse of Inside Information in violation of securities laws. However, these restrictions are in addition to, and in no way alter, the general obligation that each director and employee of the Company and any of its subsidiaries and affiliates has to maintain the confidentiality of all proprietary information concerning the Company and its business. No such information may be disclosed to any other person in the Company, unless that person has a clear need to know that information, and no such information may be disclosed to any third parties, except as may be authorized in advance; provided that nothing in this Policy shall prevent disclosure to government or regulatory entities in accordance with the Company’s Whistleblower Policy or similar policy or applicable law.

Public disclosure of Inside Information. U.S. SEC Regulation FD prohibits selective disclosure of Inside Information about the Company. The Company has policies and procedures for releasing Inside Information to the public. These policies and procedures ensure that such information is disclosed only by designated Company spokespersons and that it is broadly and publicly disseminated as legally required. No employee may disclose Inside Information to any person outside the Company, except in accordance with such policies and procedures. This prohibition extends to discussions concerning the Company and its business in Internet chat rooms, social media or similar forums.

Information about Other Companies. Linde’s Standards of Business Integrity require that employees keep confidential any nonpublic information obtained in the course of their employment with Linde relating to any other company, including other affiliated listed group

Companies and customer, supplier or any other company with which Linde may be negotiating a transaction or business combination. Any trading in the securities of that company while in possession of such nonpublic information, if material and obtained in trust out of Linde’s interactions with that company, would likely be a violation of U.S. federal securities laws.

Insider Trading Windows and Procedures

Persons Subject to Supplemental Trading Restrictions and Procedures (“Insiders”). All directors and elected officers of the Company shall be deemed to be “Insiders” for purposes of this Policy. In addition, the Chief Legal Officer and/or General Counsel shall, from time-to-time, designate as Insiders certain other officers and employees who are likely to be routinely exposed to Inside Information. The following supplemental trading restrictions and procedures are intended to prevent any inadvertent violations, or the appearance of a violation, of U.S. federal securities laws for the protection of both the Insider and the Company.

Trading Window Periods. Insiders may engage in transactions in Linde securities only during open window periods beginning two trading days after the public release of quarterly or annual financial results in a press release or similar means of distribution and ending approximately 30 calendar days thereafter, as determined by the Chief Legal Officer. The date of the public release shall count as a trading day after the release if the release occurs before 12:00 PM. However, no Insider may buy or sell or engage in other transactions in Linde securities even during an open window period if he or she is in possession of Inside Information relating to Linde.

In addition, Linde may, from time to time, determine that trading in the Company’s securities is inappropriate, e.g. because Linde is in possession of and is delaying the public disclosure of Inside Information in accordance with applicable law, and may impose a trading blackout period at any time, including during some or all of a regularly scheduled trading window period. Those persons subject to these blackout requirements will receive notice of any such blackout period.

Preclearance of Trades. To aid in preventing inadvertent violations and avoiding even the appearance of an improper transaction (which could result from, for example, an Insider engaging in a trade while unaware of a pending major development), the procedure set forth below must be followed by Insiders.

All transactions in Linde securities (acquisitions, dispositions, transfers, etc.) by any Insider (whether in relation to Company-sponsored plans or options or to stock held in brokerage or other personal accounts) must be precleared by the Chief Legal Officer and/or General Counsel or his or her designee(s). In addition, for directors and those officers who must file such forms, preclearance of trades also enables the timely preparation and filing of a Form 4 under U.S. securities laws and, if a sale of securities is involved, to assist the director or officer with a Form 144 under U.S. securities laws.

Company Plan Blocks. The Company may impose automatic blocks of transactions in Company securities by Insiders under Company plans and programs. This includes stock options and restricted stock and any Company or affiliate 401(k) Retirement Savings Plan. If such blocks are imposed, the affected persons will not be able to engage in transactions until the General Counsel or his or her designee(s) clears the transactions with the plan or program administrators.

Additional Restrictions and Requirements

Certain Prohibited Transactions. For compensation policy, conflicts of interest, and other reasons, Linde believes that it is improper and inappropriate for Insiders to engage in short-term or speculative transactions involving Linde’s securities. Therefore, Insiders may not engage in any of the following activities:

1.Margin Accounts and Pledges of Company securities. Securities held in a margin account or pledged as collateral for a loan may be sold without your consent by the broker if you fail to meet a margin call or by the lender in foreclosure if you default on the loan.

2.Short sales (i.e., selling stock not owned and borrowing the shares to make delivery). Note that the SEC effectively prohibits officers and directors from selling Company stock short. This policy expands this rule to cover all Insiders.

3.Derivatives. Insiders may not engage in any hedging or other risk-shifting transactions related to Linde’s stock or otherwise buy or sell options including puts, calls or other derivatives in respect of securities of the Company.

Notification Requirements (Section 16 of the U.S. Securities Exchange Act of 1934). The Company has separate policies and procedures for directors and senior officers who are subject to notification requirements under Section 16 of the U.S. Securities Exchange Act of 1934. This Policy is in addition to such rules and policies.

SEC Rule 144 Requirements. All directors and Section 16 officers must comply with SEC Rule 144 when selling Company securities and it is advisable for that purpose that a Form 144 be filed with the SEC before the sale. When a transaction is pre-cleared, the legal department will ensure that all Rule 144 requirements are met, including the filing, prior to the transaction being executed. In some cases, this will require legal department coordination with the Insiders’ broker.

SEC Rule 10b5-1 Plans. SEC Rule 10b5-1 provides a safe harbor defense against insider trading liability under U.S. securities laws for trades that are made pursuant to a pre-arranged trading plan that meets specified conditions. The trading plans must be properly documented, and all of the procedural conditions of the rule must be satisfied to avoid liability under U.S. securities laws. Insiders must obtain the prior approval of the Chief Legal Officer and/or General Counsel before establishing such a plan.

Additional Assistance

Any person who has any questions about specific transactions may obtain additional guidance from the legal department. Remember, however, the ultimate responsibility for adhering to this Policy and avoiding improper transactions rests with each director, officer and employee possessing Inside Information.

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SUBSIDIARIES OF LINDE PLC

Linde plc and Subsidiaries

EXHIBIT 21.01

The following is a list of the Linde plc's subsidiaries as of December 31, 2024.

Linde plc Subsidiaries	Place of Incorporation
10 Riverview Drive LLC	Delaware
AB Held	Sweden
AFRICAN OXYGEN (PTY) LTD	South Africa
AFRICAN WELDING COMPANY (Pty) Ltd	South Africa
AFROX - África Oxigénio, Limitada	Angola
AFROX (LESOTHO) (PTY) LTD	Lesotho
AFROX (PROPRIETARY) LIMITED	South Africa
AFROX AFRICAN INVESTMENTS (PTY) LIMITED	South Africa
AFROX ESWATINI (PROPRIETARY) LIMITED	Eswatini
AFROX GAS & ENGINEERING SUPPLIES (BOTSWANA) (PTY) LIMITED	Botswana
AFROX INTERNATIONAL LIMITED	Mauritius
Afrox Malawi Limited	Malawi
Afrox Moçambique, Limitada	Mozambique
AFROX PROPERTIES (PTY) LIMITED	South Africa
AFROX ZAMBIA LIMITED	Zambia
Agatronic AB	Sweden
Agua y Gas de Sillunchi S.A.	Ecuador
AHP Alliance of Columbia	South Carolina
AHP Delmarva, LLP	Maryland
AHP Home Care Alliance of Gainesville	Florida
AHP Home Care Alliance of Tennessee	Tennessee
AHP Home Care Alliance of Virginia	Virginia
AHP Home Medical Equipment Partnership of Texas	Texas
AHP Knoxville Partnership	Tennessee
AHP-MHR Home Care, LLP	Nebraska
AIRCO PROPERTIES INC	Delaware
ALBOC (JERSEY) LIMITED	Jersey
ALPHA RESPIRATORY INC.	Delaware
AMALGAMATED GAS AND WELDING (PTY) LIMITED	South Africa
AMALGAMATED WELDING AND CUTTING HOLDINGS (PROPRIETARY) LIMITED	South Africa
American HomePatient Arkansas Ventures, Inc.	Delaware
American HomePatient of Kingstree, LLC	South Carolina
American HomePatient of New York, Inc.	New York
American HomePatient of Sanford, LLC	North Carolina
American HomePatient of Texas, LLC	Texas
American HomePatient of Unifour, LLC	North Carolina
American HomePatient Tennessee Ventures, Inc.	Delaware
American HomePatient Ventures, Inc.	Tennessee
AMERICAN HOMEPATIENT, INC.	Delaware
American HomePatient, Inc.	Delaware
American HomePatient, Inc. (f/k/a AHP NV Corp.)	Nevada
Anhui JuLan Industrial Gases Co., Ltd.	China
AS Linde Gas	Estonia
---	---
ASIA UNION ELECTRONIC CHEMICALS - RENO, INC.	Nevada
AUECC Shanghai (Baoshan) Co. Ltd.	China
AUECC Shanghai (Fengxian) Co. Ltd.	China
Augusta Company Limited	Thailand
AUSCOM HOLDINGS PTY LIMITED	New South Wales
AWCE (PROPRIETARY) LIMITED	South Africa
B.V. Nederlandse Pijpleidingmaatschappij	Netherlands
Baptist Ventures - AHP Homecare Alliance of Montgomery	Alabama
Beijing Praxair Huashi Carbon Dioxide Co., Ltd.	China
Beijing Praxair, Inc.	China
Blue Ridge Home Care	North Carolina
BOC (PHILS.) HOLDINGS, INC.	Philippines
BOC (TRADING) LIMITED	Ireland
BOC AIP Limited Partnership	New South Wales
BOC Australia Pty Limited	New South Wales
BOC AUSTRALIAN FINANCE LIMITED	Jersey
BOC CHILE HOLDINGS LIMITED	United Kingdom
BOC de Chile S.A.	Chile
BOC DISTRIBUTION SERVICES LIMITED	United Kingdom
BOC Europe Holdings B.V.	Netherlands
BOC GASES ARUBA N.V.	Aruba
BOC GASES FINANCE LIMITED	New South Wales
BOC GASES IRELAND HOLDINGS LIMITED	Ireland
BOC Gases Ireland Limited	Ireland
BOC GASES LIMITED	United Kingdom
BOC GASES MOZAMBIQUE LIMITED	Mozambique
BOC GASES SOLOMON ISLANDS LIMITED	Solomon Islands
BOC GIST INC	Philippines
BOC GROUP PTY LIMITED	New South Wales
BOC HEALTHCARE LIMITED	United Kingdom
BOC HELEX	United Kingdom
BOC HOLDINGS	United Kingdom
BOC Intressenter AB	Sweden
BOC INVESTMENT HOLDING COMPANY (IRELAND) LIMITED	Ireland
BOC INVESTMENT HOLDINGS LIMITED	United Kingdom
BOC Investments Ireland Unlimited Company	Ireland
BOC INVESTMENTS NO.1 LIMITED	United Kingdom
BOC INVESTMENTS NO.5	United Kingdom
BOC Kenya plc	Kenya
BOC KOREA HOLDINGS LIMITED	United Kingdom
BOC LIENHWA (BVI) HOLDING Co., Ltd.	British Virgin Islands
BOC LIMITED	United Kingdom
BOC Limited (Australia)	New South Wales
BOC LIMITED (New Zealand)	New Zealand
BOC NETHERLANDS HOLDINGS LIMITED	United Kingdom
BOC NEW ZEALAND HOLDINGS LIMITED	New Zealand
BOC NOMINEES LIMITED	United Kingdom
BOC Papua New Guinea Limited	Papua New Guinea
BOC PENSION SCHEME TRUSTEES LIMITED	United Kingdom
---	---
BOC PENSIONS LIMITED	United Kingdom
BOC PREFERENCE LIMITED	Jersey
BOC RETIREMENT BENEFITS SCHEME TRUSTEES LIMITED	United Kingdom
BOC Tanzania Limited	Tanzania, the United Republic of
BOC Uganda Limited	Uganda
BOCLH Industrial Gases (Chengdu) Co., Ltd	China
BOCLH Industrial Gases (DaLian) Co., Ltd.	China
BOCLH Industrial Gases (Shanghai) Co., Ltd.	China
BOCLH Industrial Gases (Songjiang) Co., Ltd.	China
BOCLH Industrial Gases (Suzhou) Co., Ltd.	China
BOCLH Industrial Gases (Waigaoqiao) Co., Ltd. (aka CONFEDERATE TRADING (SHANGHAI) COMPANY LIMITED)	China
BOCLH Industrial Gases (Xiamen) Co., Ltd.	China
BOGGY CREEK PTY LIMITED	New South Wales
BOTSWANA OXYGEN COMPANY (PTY) LIMITED	Botswana
BOTSWANA STEEL ENGINEERING (PTY) LIMITED	Botswana
BRITISH INDUSTRIAL GASES LIMITED	United Kingdom
BRITISH OXYGEN (HONG KONG) LIMITED	Hong Kong
Cap2U GmbH	Germany
CARING RESPONDERS LLC	Delaware
Catholic Health Home Respiratory, LLC	New York
Ceylon Oxygen Ltd.	Sri Lanka
CIGC CORPORATION	Philippines
Coastal Home Care	South Carolina
Commercium Immobilien- und Beteiligungs-GmbH	Germany
Compañía de Nitrógeno de Cantarell, S.A. de C.V.	Mexico
Comprehensive Sleep Solutions, LLC	Arizona
CONVACARE SERVICES, INC.	Indiana
COOPER CRYOSERVICE LIMITED	Ireland
CPAP SUPPLY USA LLC	Delaware
CRYO INDUSTRIAL GASES, INC.	Philippines
Cryostar Cryogenic Equipments (Hangzhou) Co. Ltd.	China
Cryostar do Brasil Equipamentos Rotativos & Criogenicos Ltda.	Brazil
CRYOSTAR LIMITED	United Kingdom
CRYOSTAR SAS	France
Cryostar Singapore Pte Ltd	Singapore
Cryostar USA LLC	Delaware
Dablioeme Participacoes Societarias Ltda.	Brazil
DAVAO OXYGEN CORPORATION	Philippines
DEMOX COMÉRCIO E DISTRIBUIÇÃO DE OXIGÊNIO LTDA.	Brazil
Designated Companies, Inc.	New York
Distribuciones Invegas S.C.A.	Venezuela
DME Supply USA, LLC	Delaware
EFFECTECH LIMITED	England & Wales
EHVIL DISSENTIENTS LIMITED	United Kingdom
ELGAS AUTOGAS PTY LIMITED	New South Wales
ELGAS LIMITED	New Zealand
ELGAS LIMITED	New Zealand
ELGAS RETICULATION PTY LIMITED	New South Wales
Eurogaz-Gdynia Sp. z o.o.	Poland
---	---
Famex Comercio Atacadista de Gas Carbonico Ltda.	Brazil
FLUOROGAS LIMITED	United Kingdom
Food Service Logistics Limited	England & Wales
FOOD SERVICE LOGISTICS LLC	Delaware
Founders Healthcare L.L.C.	Arizona
FUTURE INDUSTRIAL AND WELDING SUPPLIES LTD.	United Kingdom
Fuzhou Linde Lienhwa Gases Co., Ltd	China
G.L BAKER (TRANSPORT) LIMITED	United Kingdom
GAFFNEY INDUSTRIAL & WELDING SUPPLIES LTD	United Kingdom
Gama Gases Especiais Ltda.	Brazil
GAS & GEAR LIMITED	United Kingdom
Gases de Ensenada S.A.	Argentina
Gases Tachira S.A. (In Liquidation)	Venezuela
GER Linde GmbH	Germany
GI/LINDE ALGERIE SPA	Algeria
GNL Gemini Comercializacao e Logistica de Gas Ltda.	Brazil
GRANDPLAINS PROPERTIES, INC.	Philippines
Great Lakes Street, Inc.	Delaware
Guangdong Shaogang Linde Gas Co., Ltd.	China
HANDIGAS (BOTSWANA) (PTY) LIMITED	Botswana
HANDIGAS LIMITED	United Kingdom
HANDIGAS SWAZILAND (PTY) LIMITED	Eswatini
HEALTH CARE SOLUTIONS AT HOME INC.	Delaware
HEAT GAS (PTY) LIMITED	Botswana
HICK, HARGREAVES AND COMPANY LIMITED	United Kingdom
HKO DEVELOPMENT COMPANY LIMITED	Hong Kong
Holox Inc.	Georgia
HOME-CARE EQUIPMENT NETWORK INC.	Delaware
Homelink Home Health Care	Arkansas
Hydromotive GmbH & Co. KG	Germany
Hydromotive Verwaltungs-GmbH	Germany
IGL (PTY) LIMITED	Namibia
IGL PROPERTIES (PTY) LIMITED	Namibia
INDONESIA POWER HOLDINGS LIMITED	United Kingdom
Industria Paraguaya de Gases S.R.L.	Paraguay
Industria Venezolana de Gas INVEGAS, S.C.A.	Venezuela
INDUSTRIAL & WELDING SUPPLIES (NORTH WEST) LTD	United Kingdom
INDUSTRIAL SUPPLIES & SERVICES LIMITED	United Kingdom
INVERTONE LIMITED	England & Wales
ISAS TRUST	South Africa
IWS (INDUSTRIAL & WELDING SUPPLIES) LIMITED	United Kingdom
Jianyang Linde Medical Gases Company Limited	China
Kelvin Finance Company Limited	Ireland
Kepler 7B Insurance Company Inc.	Connecticut
KEY PROOF INVESTMENTS LIMITED	British Virgin Islands
KIDDO INVESTMENTS (PTY) LIMITED	Botswana
Kiinteistö Oy Karakaasu	Finland
Kiinteistö Oy Karaportti	Finland
Kosmoid Finance Unlimited Company	Ireland
---	---
KTPV (THAILAND) LIMITED	Thailand
LANSING GROUP LIMITED	United Kingdom
LEEN GATE INDUSTRIAL & WELDING SUPPLIES (SCOTLAND) LIMITED	United Kingdom
LEENGATE INDUSTRIAL & WELDING SUPPLIES (NORTH EAST) LTD	United Kingdom
LEENGATE INDUSTRIAL & WELDING SUPPLIES LTD	United Kingdom
LESOTHO OXYGEN COMPANY (PTY) LIMITED	Lesotho
Lien Hwa Industrial HK Limited	Hong Kong
LINCARE HOLDINGS INC.	Delaware
LINCARE INC.	Delaware
LINCARE LICENSING INC.	Delaware
LINCARE OF CANADA ACQUISITIONS INC.	Delaware
LINCARE OF CANADA INC.	Ontario
LINCARE PHARMACY SERVICES INC.	Delaware
LINCARE PROCUREMENT INC.	Delaware
LINCARE PULMONARY REHAB MANAGEMENT, LLC	Delaware
Lincare Pulmonary Rehab Services of Missouri, LLC	Missouri
LINCARE PULMONARY REHAB SERVICES OF OHIO, LLC	Ohio
Linde (Australia) Pty. Ltd.	New South Wales
Linde (Beijing) Semiconductor Gas Co., Ltd.	China
Linde (China) Investment Co., Ltd.	China
Linde (Hefei) Industrial Gas Co., Ltd.	China
Linde (Huizhou) Industrial Gas Co., Ltd.	China
Linde (Quanzhou) Carbon Dioxide Co. Ltd.	China
Linde (Shanghai) Electronic Gas Co., Ltd.	China
Linde (Shanghai) Industrial Gas Co., Ltd.	China
Linde (Shanghai) Semiconductor Gas Co., Ltd.	China
Linde (Shanghai) Specialty Gas Co., Ltd.	China
Linde (Thailand) Public Company Limited	Thailand
Linde Advanced Material Technologies Inc.	Delaware
Linde AMT Chonan Co., Ltd.	Korea (the Republic of)
Linde AMT GmbH	Germany
Linde AMT Italy S.r.l.	Italy
Linde AMT Mercus SAS	France
Linde AMT Schluechtern GmbH	Germany
Linde AMT Singapore Pte. Ltd.	Singapore
Linde AMT St-Etienne S.A.S.	France
Linde AMT Toulouse SAS	France
LINDE AMT UK LIMITED	United Kingdom
Linde Arabian Contracting Co., Ltd.	Saudi Arabia
Linde Bangladesh Limited	Bangladesh
LINDE BUSINESS SOLUTIONS CENTER PHILIPPINES, INC.	Philippines
LINDE CANADA HOLDINGS LIMITED	United Kingdom
Linde Canada Inc.	Canada
LINDE CANADA INVESTMENTS LIMITED	United Kingdom
Linde Carbon Dioxide (Nanjing) Gas Co., Ltd.	China
Linde Carbonic Company Ltd., Shanghai	China
LINDE CRYOGENICS LIMITED	United Kingdom
LINDE CRYOPLANTS LIMITED	United Kingdom
Linde Ecuador S.A.	Ecuador
---	---
LINDE ELECTRONICS	France
Linde Electronics & Specialty Gases (Suzhou) Co Ltd.	China
Linde Electronics B.V.	Netherlands
Linde Electronics GmbH	Austria
Linde Electronics GmbH & Co. KG	Germany
Linde Electronics Verwaltungs GmbH	Germany
LINDE ELECTRONICS, S.L.	Spain
Linde Engineering (Dalian) Co. Ltd.	China
Linde Engineering (Malaysia) Sdn. Bhd.	Malaysia
Linde Engineering APAC Co., Ltd.	China
LINDE ENGINEERING AUSTRALIA PTY LTD	New South Wales
Linde Engineering India Private Limited	India
Linde Engineering Korea Ltd.	Korea (the Republic of)
Linde Engineering Middle East LLC	United Arab Emirates
Linde Engineering North America LLC	Delaware
Linde Engineering South Africa (Pty) Ltd.	South Africa
Linde Engineering US LLC	Delaware
Linde EOX Sdn. Bhd.	Malaysia
Linde Euro Finance UK Limited	England & Wales
LINDE FINANCE	United Kingdom
Linde Finance B.V.	Netherlands
Linde Finance UK Limited	England & Wales
LINDE FRANCE	France
LINDE GAS & EQUIPMENT INC.	Delaware
Linde Gas (Anhui) Co., Ltd.	China
Linde Gas (Guangxi) Co., Ltd.	China
Linde Gas (Guangzhou) Co., Ltd.	China
Linde Gas (H.K.) Limited	Hong Kong
Linde Gas (Hainan) Co., Ltd.	China
Linde Gas (Jiangxi) Co., Ltd.	China
Linde Gas (Jiaxing) Co., Ltd.	China
Linde Gas (Jining) Co., Ltd.	China
Linde Gas (Kunshan) Co., Ltd.	China
Linde Gas (Qingdao) Co., Ltd.	China
Linde Gas (Tianjin) Co., Ltd.	China
Linde Gas (Tongling) Co., Ltd.	China
Linde Gas (Wuhan) Co., Ltd.	China
Linde Gas (Yangzhou) Co., Ltd.	China
Linde Gas (Zhengzhou) Co.,Ltd	China
Linde Gas (Zhenjiang) Co., Ltd.	China
Linde Gas a.s.	Czech Republic
Linde Gas A/S	Denmark
Linde Gas AB	Sweden
Linde Gas Algerie S.p.A.	Algeria
LINDE GAS AS	Norway
Linde Gas Asia Pte Ltd	Singapore
Linde Gas Belgium NV	Belgium
Linde Gas Benelux B.V.	Netherlands
Linde Gas Bulgaria EOOD	Bulgaria
---	---
Linde Gas Chile S.A.	Chile
Linde Gas Cryoservices B.V.	Netherlands
Linde Gas Curaçao N.V.	Curaçao
LINDE GAS DOMINICANA, S.R.L.	Dominican Republic
Linde Gas ehf.	Iceland
LINDE GAS ESPAÑA SOCIEDAD ANONIMA	Spain
Linde Gas GmbH	Austria
LINDE GAS HOLDINGS LIMITED	United Kingdom
Linde Gas Italia S.r.l.	Italy
LINDE GAS MIDDLE EAST LLC	United Arab Emirates
Linde Gas Ningbo Ltd.	China
Linde Gas Products Malaysia Sdn. Bhd.	Malaysia
Linde Gas Produktionsgesellschaft mbH & Co. KG	Germany
Linde Gas s. r. o.	Slovakia
Linde Gas Schweiz AG	Switzerland
Linde Gas SIA	Latvia
Linde Gas Singapore Pte. Ltd.	Singapore
Linde Gas Southeast (Xiamen) Ltd.	China
LINDE GAS SRBIJA Industrija gasova a.d. Bečej	Serbia
Linde Gas Therapeutics Benelux B.V.	Netherlands
Linde Gas Therapeutics GmbH	Germany
Linde Gas Tunisie S.A.	Tunisia
Linde Gas UAB	Lithuania
Linde Gas Verwaltungs GmbH	Germany
Linde Gas Vietnam Limited	Vietnam
Linde Gas Xiamen Ltd.	China
Linde Gas Zhenhai Ltd.	China
Linde Gases (Changzhou) Company Limited	China
Linde Gases (Chengdu) Co., Ltd.	China
Linde Gases (Hefei) Co., Ltd.	China
Linde Gases (Langfang) Co., Ltd.	China
Linde Gases (Meishan) Co., Ltd.	China
Linde Gases (Nanjing) Company Limited	China
Linde Gases (Shanghai) Co., Ltd.	China
Linde Gases (Suzhou) Company Limited	China
Linde Gases (Taixing) Co., Ltd.	China
Linde Gases (Xuzhou) Company Limited	China
Linde Gases (Yantai) Co., Ltd.	China
Linde Gases (Zhangzhou) Co., Ltd.	China
Linde Gases Daxie Company Limited	China
Linde Gases Moçambique, Limitada	Mozambique
Linde Gaz Anonim Şirketi	Turkey
Linde Gáz Magyarország Zrt.	Hungary
LINDE GAZ POLSKA Spółka z o.o.	Poland
LINDE GAZ ROMANIA S.R.L.	Romania
Linde Global IT Services s. r. o.	Slovakia
LINDE GLOBAL SERVICES PHILIPPINES, INC.	Philippines
LINDE GLOBAL SERVICES PORTUGAL, UNIPESSOAL LDA	Portugal
LINDE GLOBAL SERVICES ROMANIA S.R.L.	Romania
---	---
Linde Global Support Services Private Limited	India
Linde GmbH	Germany
Linde Gulf Industrial Gases LLC	Oman
Linde H2 Energy Co., Ltd.	Korea (the Republic of)
LINDE HADJIKYRIAKOS GAS LIMITED	Cyprus
Linde Healthcare AB	Sweden
Linde Healthcare España, S.L. Unipersonal	Spain
LINDE HELIUM HOLDINGS LIMITED	United Kingdom
LINDE HELIUM M E FZCO	United Arab Emirates
Linde Hellas Monoprosopi E.P.E.	Greece
Linde Hidrógeno, S.A. de C.V.	Mexico
Linde HKO Limited	Hong Kong
Linde Holding GmbH	Germany
Linde Holdings Netherlands B.V.	Netherlands
Linde Holdings Netherlands No.3 B.V.	Netherlands
Linde Holdings New Zealand Limited	New Zealand
Linde Holdings SAS	France
Linde Holdings, LLC	Delaware
LINDE HOMECARE FRANCE	France
Linde Huachang (Zhangjiagang) Gas Co. Ltd.	China
Linde HyCO Limited	Thailand
LINDE HYDROGEN FUELTECH (DALIAN) CO.,LTD.	China
Linde Hydrogen FuelTech GmbH	Austria
Linde Inc.	Delaware
LINDE INDIA LIMITED	India
LINDE INDUSTRIAL GASES (MALAYSIA) SDN. BHD.	Malaysia
Linde Inversiones S.R.L.	Peru
LINDE INVESTMENTS FINLAND OY	Finland
LINDE INVESTMENTS LLC	Delaware
LINDE INVESTMENTS No.1 LIMITED	United Kingdom
Linde Jubail Industrial Gases Factory LLC	Saudi Arabia
Linde Korea Co., Ltd.	Korea (the Republic of)
Linde Kryotechnik AG	Switzerland
Linde Lienhwa China Holding Co., Ltd.	China
Linde Lienhwa Gases (BeiJing) Co., Ltd.	China
Linde Lienhwa Gases (Chengdu) Co., Ltd.	China
Linde Lienhwa Gases (Shanghai) Co., Ltd.	China
Linde Lienhwa Gases (Wuhan) Co., Ltd	China
Linde Lienhwa Industrial Gases (Beijing) Co., Ltd.	China
Linde Lienhwa Industrial Gases (Xianyang) Co., Ltd.	China
LINDE MALAYSIA HOLDINGS BERHAD	Malaysia
LINDE MALAYSIA SDN. BHD.	Malaysia
Linde Médica, S.L.	Spain
LINDE MEDICAL SERVICES MIDDLE EAST LLC	United Arab Emirates
LINDE MEDICALE Srl	Italy
LINDE MEDICINAL, S.L.	Spain
Linde Meishan (Nanjing) Gas Co., Ltd.	China
Linde Nanjing Chemical Industrial Park Gases Co., Ltd.	China
LINDE NORTH AMERICA HOLDINGS LIMITED	United Kingdom
---	---
LINDE O&M ISRAEL LTD	Israel
Linde Österreich Holding GmbH	Austria
LINDE PERU S.R.L.	Peru
LINDE PHILIPPINES (SOUTH), INC.	Philippines
LINDE PHILIPPINES, INC.	Philippines
LINDE PORTUGAL, LDA	Portugal
Linde Process Plants Canada Inc.	Canada
Linde Puerto Rico B.V.	Netherlands
Linde Qiangsheng Gases (Nanjing) Co., Ltd.	China
Linde Regional Headquarters Company	Saudi Arabia
LINDE ROC SDN. BHD.	Malaysia
Linde RSS LLC	Delaware
Linde Russia UK Limited	England & Wales
LINDE SAÚDE, LDA	Portugal
Linde Schweißtechnik GmbH	Germany
Linde Services Canada Inc.	Canada
Linde Services Inc.	Texas
LINDE SOUTH AFRICA (PTY) LTD	South Africa
Linde South Asia Services Private Limited	India
LINDE SPECIAL PROJECTS LLC	Delaware
LINDE SSC S. DE R.L. DE C.V.	Mexico
Linde Sverige AB	Sweden
LINDE UK HOLDINGS LIMITED	United Kingdom
LINDE UK PRIVATE MEDICAL TRUSTEES LIMITED	United Kingdom
Linde Uruguay Limitada	Uruguay
Linde Vietnam Limited Company	Vietnam
Linde Wanhua (Fujian) Gases Co., Ltd.	China
Linde Wanhua (Ningbo) Gases Co., Ltd.	China
LindeGas Holding Sweden AB	Sweden
Linde-Navoiy LLC	Uzbekistan
LINDE-NIPIGAS Engineering GmbH - in liquidation as of 01/04/2023	Germany
LINDE-SINOCHEM (QUANZHOU) GASES CO., LTD	China
Liquid Carbonic Corporation	Delaware
Liquid Carbonic del Paraguay S.A.	Paraguay
Liquido Carbonico Colombiana S.A.	Colombia
LPM, S.A. de C.V.	Mexico
LUCK STREAM Co., Ltd.	Taiwan (Province of China)
Madison Gas LLC	Delaware
Maple Respiratory I.P.S. S.A.S.	Colombia
Mastercrio Transportes Ltda.	Brazil
Maverick Healthcare Group L.L.C.	Arizona
Maverick Healthcare Holdings II, Inc.	Delaware
mdINR, LLC	Delaware
Medical Gases S. R. L.	Argentina
MEDIMATICS LLC	Delaware
MEDISHIELD	United Kingdom
MEDISPEED	United Kingdom
Michigan Industrial Gases Inc.	Michigan
Middlesex Gases & Technologies, Inc.	Delaware
---	---
MidSouth Distribution, Inc.	Texas
MIG Production Company Limited	Thailand
Miller Industrial Gases, LLC	Michigan
Miller Welding Supply Company	Michigan
MRB ACQUISITION CORP.	Florida
MTA GmbH Medizin-Technischer-Anlagenbau	Germany
Murray Hill LLC	Delaware
Mylara Trading (South) Private Limited	India
Mylara Trading (West) Private Limited	India
Naamloze Vennootschap Linde Gas Benelux	Netherlands
NAMOX Namibia (PTY) LIMITED	Namibia
Nanjing Linde Nanlian Industrial Gas Co., Ltd.	China
NASIONALE SWEISWARE (PTY) LTD	South Africa
NEW SINO GASES COMPANY LIMITED	Hong Kong
nexAir Carbonic, LLC	Mississippi
nexAir Production, LLC	Tennessee
nexAir Southeast, LLC	Delaware
nexAir, LLC	Tennessee
NICOWELD (PTY) LIMITED	South Africa
Nitropet, S.A. de C.V.	Mexico
NORLIC AB	Sweden
Northeast Pennsylvania Alliance, LLC	Pennsylvania
NoxBox Ltd	United Kingdom
NuCO2 Inc.	Delaware
NuCO2 LLC	Delaware
NuCO2 Management LLC	Delaware
NuCO2 Supply LLC	Delaware
OCAP CO2 B.V.	Netherlands
OPTIGEN, INC.	Florida
Option One Home Medical Equipment, Inc.	California
Oxigenos de Colombia Ltda.	Colombia
Oy Linde Gas Ab	Finland
P.T. Gresik Gases Indonesia	Indonesia
P.T. Gresik Power Indonesia	Indonesia
PACIFIC ENGINEERING SUPPLIES PTY LIMITED	New South Wales
Park Infusion Care GP, LLC	Delaware
Park Infusion Care, LP	Texas
Patient Support Services, Inc.	Texas
PG Technologies Pte Ltd.	Singapore
PG Technologies, LLC	Delaware
Piedmont Medical Equipment	South Carolina
Praxair (China) Investment Co., Ltd.	China
Praxair (Taiwan) Co., Ltd.	Taiwan, Province of China
Praxair (Thailand) Company Limited	Thailand
Praxair Argentina S.R.L.	Argentina
Praxair Asia, Inc.	Delaware
Praxair Bahrain BSC C	Bahrain
Praxair Bolivia Srl	Bolivia (Plurinational State of)
Praxair Chemax Semiconductor Materials Co. Ltd.	Taiwan, Province of China
---	---
Praxair Chile Ltda.	Chile
Praxair Colonia Limitada	Uruguay
Praxair Costa Rica, S.A.	Costa Rica
Praxair do Brasil Ltda.	Brazil
Praxair Euroholding B.V.	Netherlands
Praxair Fray Bentos S.C.A.	Uruguay
Praxair Gases Industriales Ltda.	Colombia
Praxair Holding Latinoamerica SARL	Luxembourg
Praxair Holdings International, Inc.	Delaware
Praxair Huayi (Chongqing) Industrial Gases Co., Ltd.	China
Praxair Hydrogen Supply, Inc.	Delaware
Praxair India Private Limited	India
Praxair International Finance Unlimited Company	Ireland
Praxair Investments B.V.	Netherlands
Praxair Latin America Holdings LLC	Delaware
Praxair Mexico, S. de R.L. de C.V.	Mexico
Praxair Offshore Services Limited	United Kingdom
Praxair Pacific Ltd.	Mauritius
Praxair Panama S.A.	Panama
Praxair Partnership	Delaware
Praxair Plainfield, Inc.	Delaware
Praxair Puerto Rico LLC	Delaware
Praxair Republica Dominicana, SRL	Dominican Republic
Praxair S. T. Technology, Inc.	Delaware
Praxair Services (UK) Limited	England & Wales
Praxair Ship II AS	Norway
Praxair Surface Technologies K.K.	Japan
Praxair Surface Technologies Montreal L.P.	New Brunswick
Praxair Switzerland GmbH	Switzerland
Praxair Technology, Inc.	Delaware
Preferred Acquisitions Corp.	Delaware
Preferred Homecare Infusion, L.L.C.	Arizona
PREMIER MEDICAL CORPORATION	Colorado
PRIESTLEY COMPANY LIMITED	Bermuda
Private Joint Stock Company "Linde Gas Ukraine"	Ukraine
Production Praxair Canada Inc.	Canada
PS Chem Co., Ltd.	Korea (the Republic of)
PSG Co., Ltd.	Korea (the Republic of)
PT. LINDE INDONESIA	Indonesia
PULMOREHAB LLC	Delaware
RAYONG ACETYLENE LIMITED	Thailand
Raytel Cardiac Services, Inc.	Delaware
RCS MANAGEMENT CORPORATION	Delaware
RCS MANAGEMENT HOLDING COMPANY	Delaware
RDC GASES & WELDING (DRL) LIMITED	Congo, The Democratic Republic of the
Remote Connected Care LLC	Delaware
REPTILE INVESTMENT NINE (PTY) LIMITED	Namibia
REPTILE INVESTMENT TEN (PTY) LIMITED	Namibia
Rivet Energy Fleetco Pty Ltd	Victoria
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ROCK INDUSTRIAL & WELDING SUPPLIES LIMITED	United Kingdom
ROYAL SOUTHMEADOWS, INC.	Philippines
Ruppco, Inc.	Delaware
RYVAL GAS LIMITED	United Kingdom
Saudi Industrial Gas Company	Saudi Arabia
Selas-Linde GmbH	Germany
SELECT LOGISTICS AND TRANSPORT PTY LTD	New South Wales
SELOX, INC	Tennessee
SERMATEC VIETNAM COMPANY LIMITED	Vietnam
Sermatech International Canada Corp.	Delaware
Sermatech International Canada GP LLC	Delaware
SERVICIOS DE OPERACIONES DE NITRÓGENO, S.A. DE C.V.	Mexico
Shanghai Baoshan Linde Gas Co., Ltd.	China
Shanghai Jinshan Linde Gas Product Co., Ltd.	China
Shanghai Linde Yidian Gas Co., Ltd.	China
Shared Care of West Branch, LLC	Michigan
SKTY (Thailand) Limited	Thailand
Sleepcair, Inc.	Kansas
SMS HOLDINGS (DELAWARE), INC.	Delaware
SMS HOLDINGS, INC.	Delaware
Solucoes em Gases Industriais Ltda.	Brazil
SOUTH PACIFIC WELDING GROUP PTY LIMITED	New South Wales
South Park Welding Supplies, L.L.C.	Michigan
SPALDING HAULAGE LIMITED	United Kingdom
SPECIALIZED MEDICAL SERVICES, INC.	Wisconsin
Spectra Gases (Shanghai) Trading Co., LTD.	China
Spectra Gases Limited	United Kingdom
STORESHIELD LIMITED	United Kingdom
Sure/Arc Welding Supply (1977) Ltd.	Canada
Suzhou Industrial Park Linde Gas Co., Ltd.	China
Svenska Aktiebolaget Gasaccumulator	Sweden
Svets Gas Aktiebolag	Sweden
T.I.G. TRADING LIMITED	Thailand
Technical Gas S.A. (In Liquidation)	Venezuela
Thai Carbonic Company, Ltd.	Thailand
The BOC Group B.V.	Netherlands
THE BOC GROUP LIMITED	United Kingdom
THE BRITISH OXYGEN COMPANY LIMITED	United Kingdom
The National Medical Rentals, Inc.	Arkansas
TIAMONT PTY LIMITED	New South Wales
TK-Teollisuuskaasut Oy	Finland
TOO Linde Gaz Kazakhstan	Kazakhstan
TRANSHIELD	United Kingdom
UNIGAS JOINT VENTURE PARTNERSHIP	Victoria
Vision Energy Group LLC	Oklahoma
Wasserstoffkonsortium Alstom-Linde Bremervörde GbR	Germany
WELDER EQUIPMENT SERVICES LIMITED	United Kingdom
WELDING PRODUCTS HOLDINGS LIMITED	United Kingdom
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WELSCO, Inc.	Arkansas
Westair Cryogenics Company	Delaware
Westair Gas and Equipment, L.P.	Texas
White Martins & White Martins - Comércio e Serviços S.à.r.l.	Luxembourg
White Martins Gases Industriais do Nordeste Limitada	Brazil
White Martins Gases Industriais do Norte Limitada	Brazil
White Martins Gases Industriais Ltda.	Brazil
White Martins Participações Ltda.	Brazil
White Martins Pecem Gases Industriais Ltda.	Brazil
White Martins Steel Gases Industriais Ltda.	Brazil
WM Transporte de Gases Ltda.	Brazil
Yantai Feiyuan Specialty Gases Co., Ltd.	China
Yantai Wanhua Huasheng Gases Co., Ltd.	China
Yateem Oxygen W.L.L.	Bahrain
Zamalight Holdco LLC	Delaware

Document

Linde plc and Subsidiaries

EXHIBIT 23.01

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-271613) and S-8 (Nos. 333-228083, 333-228084, 333-269809) of Linde plc of our report dated February 26, 2025 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Stamford, Connecticut

February 26, 2025

Document

RULE 13a-14(a)/15d-14(a) CERTIFICATIONS

Linde plc and Subsidiaries

EXHIBIT 31.01

I, Sanjiv Lamba, certify that:

1.I have reviewed this Annual Report on Form 10-K of Linde plc;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

February 26, 2025	By:/s/ Sanjiv Lamba
	Sanjiv Lamba
	Chief Executive Officer

Document

RULE 13a-14(a)/15d-14(a) CERTIFICATIONS

Linde plc and Subsidiaries

EXHIBIT 31.02

I, Matthew J. White, certify that:

1.I have reviewed this Annual Report on Form 10-K of Linde plc;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

February 26, 2025	By: /s/ Matthew J. White
	Matthew J. White
	Chief Financial Officer

Document

SECTION 1350 CERTIFICATION

Linde plc and Subsidiaries

EXHIBIT 32.01

Pursuant to 18 U.S.C. § 1350, the undersigned officer of Linde plc (the “Company”), hereby certifies that the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

February 26, 2025	By:/s/ Sanjiv Lamba
	Sanjiv Lamba
	Chief Executive Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.

A signed original of this written statement required by 18 U.S.C. § 1350 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Document

SECTION 1350 CERTIFICATION

Linde plc and Subsidiaries

EXHIBIT 32.02

Pursuant to 18 U.S.C. § 1350, the undersigned officer of Linde plc (the “Company”), hereby certifies that the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

February 26, 2025	By: /s/ Matthew J. White
	Matthew J. White
	Chief Financial Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.

A signed original of this written statement required by 18 U.S.C. § 1350 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.