Linde (LIN) 10-K risk factor changes: FY2024 vs FY2023

For [added: hydrogen, helium,] carbon dioxide, carbon monoxide, [removed: helium, hydrogen] and specialty gases, raw materials are largely purchased from outside sources.

Where feasible, Linde sources several of these raw materials, including [added: hydrogen,] carbon dioxide, [removed: hydrogen] and calcium carbide, as chemical or industrial byproducts.

[added: 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 of December 31, [removed: 2023,] [added: 2024,] the net carrying value of goodwill and other indefinite-lived intangible assets was [removed: $27] [added: approximately $26] billion and $2 billion, respectively, primarily as a result of the business combination and the related acquisition method of accounting applied to [added: the 2018 merger between] Linde [removed: AG.][added: plc's predecessor companies.]

Although the company from time to time utilizes foreign exchange

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

This includes the Organization for Economic Cooperation & Development's (“OECD”) framework for a 15% global minimum tax rate (“Pillar Two”).

The U.K. and a majority of EU member states implemented Pillar Two effective January 1, 2024.

The OECD continues to issue additional guidance as countries adopt legislation.

Linde continues to monitor and evaluate enacted and pending legislation in the jurisdictions in which it operates, as such changes could result in an increase in our effective tax rate.

| [removed: Business Overview] [added: [Business Overview](#ic83390d0e9934f4f84eae782389fa71c_49)] | | | [removed: [20](#ife3a1164a7b24a88ba40a4d69040f188_46)] [added: [17](#ic83390d0e9934f4f84eae782389fa71c_49)] | | |

| [removed: Executive] [added: [Executive] Summary – Financial Results & [removed: Outlook] [added: Outlook](#ic83390d0e9934f4f84eae782389fa71c_52)] | | | [removed: [21](#ife3a1164a7b24a88ba40a4d69040f188_49)] [added: [18](#ic83390d0e9934f4f84eae782389fa71c_52)] | | |

| [removed: Consolidated] [added: [Consolidated] Results and Other [removed: Information] [added: Information](#ic83390d0e9934f4f84eae782389fa71c_55)] | | | [removed: [22](#ife3a1164a7b24a88ba40a4d69040f188_52)] [added: [19](#ic83390d0e9934f4f84eae782389fa71c_55)] | | |

| [removed: Segment Discussion] [added: [Segment Discussion](#ic83390d0e9934f4f84eae782389fa71c_58)] | | | [removed: [28](#ife3a1164a7b24a88ba40a4d69040f188_55)] [added: [24](#ic83390d0e9934f4f84eae782389fa71c_58)] | | |

| [removed: Liquidity,] [added: [Liquidity,] Capital Resources and Other Financial [removed: Data] [added: Data](#ic83390d0e9934f4f84eae782389fa71c_79)] | | | [removed: [34](#ife3a1164a7b24a88ba40a4d69040f188_76)] [added: [30](#ic83390d0e9934f4f84eae782389fa71c_79)] | | |

| [removed: Off-Balance] [added: [Off-Balance] Sheet [removed: Arrangements] [added: Arrangements](#ic83390d0e9934f4f84eae782389fa71c_82)] | | | [removed: [36](#ife3a1164a7b24a88ba40a4d69040f188_79)] [added: [32](#ic83390d0e9934f4f84eae782389fa71c_82)] | | |

| [removed: Critical] [added: [Critical] Accounting [removed: Estimates] [added: Estimates](#ic83390d0e9934f4f84eae782389fa71c_85)] | | | [removed: [36](#ife3a1164a7b24a88ba40a4d69040f188_82)] [added: [32](#ic83390d0e9934f4f84eae782389fa71c_85)] | | |

| [removed: New] [added: [New] Accounting [removed: Standards] [added: Standards](#ic83390d0e9934f4f84eae782389fa71c_88)] | | | [removed: [39](#ife3a1164a7b24a88ba40a4d69040f188_85)] [added: [34](#ic83390d0e9934f4f84eae782389fa71c_88)] | | |

| [removed: Fair] [added: [Fair] Value [removed: Measurements] [added: Measurements](#ic83390d0e9934f4f84eae782389fa71c_91)] | | | [removed: [39](#ife3a1164a7b24a88ba40a4d69040f188_88)] [added: [34](#ic83390d0e9934f4f84eae782389fa71c_91)] | | |

| [removed: Non-GAAP] [added: [Non-GAAP] Financial [removed: Measures] [added: Measures](#ic83390d0e9934f4f84eae782389fa71c_94)] | | | [removed: [40](#ife3a1164a7b24a88ba40a4d69040f188_91)] [added: [35](#ic83390d0e9934f4f84eae782389fa71c_94)] | | |

| [removed: Supplemental] [added: [Supplemental] Guarantee [removed: Information] [added: Information](#ic83390d0e9934f4f84eae782389fa71c_97)] | | | [removed: [44](#ife3a1164a7b24a88ba40a4d69040f188_94)] [added: [38](#ic83390d0e9934f4f84eae782389fa71c_97)] | | |

The company's primary products in its industrial gases business are atmospheric gases (oxygen, nitrogen, argon, rare gases) and process gases [removed: (carbon dioxide,] [added: (hydrogen,] helium, [removed: hydrogen,] [added: carbon dioxide, carbon monoxide,] electronic gases, specialty gases, acetylene).

Linde’s industrial gas operations are managed on a geographical basis and in [removed: 2023 90%] [added: 2024 89%] of sales were generated by Linde's three geographic segments (Americas, EMEA and APAC) and the remaining [removed: 10% are] [added: 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).

[removed: 2023] [added: 2024] Year in review

Cost pass-through, representing the contractual billing of energy cost variances primarily to onsite customers, decreased sales by [removed: 3%] [added: 1%] with minimal impact on operating profit.

Currency translation decreased sales by 1%, largely in [added: the Americas and] APAC.

- Reported operating profit of [removed: $8,024] [added: $8,635] million was [removed: 49%] [added: 8%] above [removed: 2022.][added: 2023 reported operating profit of $8,024 million.]

Adjusted operating profit of [removed: $9,070] [added: $9,720] million was [removed: 15%] [added: 7%] above [removed: 2022.][added: 2023 adjusted operating profit of $9,070 million.]

The increase in the reported [added: and adjusted] operating profit was primarily driven by [removed: the Russia-Ukraine conflict and other charges recorded in 2022 and included] higher [removed: pricing,] [added: pricing and] savings from productivity [removed: initiatives, and lower depreciation and amortization driven by merger related intangible assets.][added: initiatives in 2024.]

These increases more than offset the adverse impacts of cost inflation and [removed: lower volumes in the year.][added: currency translation.*]

[removed: The adjusted operating] [added: Operating] profit [removed: increase] [added: growth] was [removed: primarily due to] [added: driven by] higher pricing and productivity initiatives, which more than offset the effects of cost inflation and [removed: lower volumes] [added: currency] during [removed: the year.*][added: 2024.]

- Net income - Linde plc of [removed: $6,199] [added: $6,565] million and diluted earnings per share of [removed: $12.59] [added: $13.62] increased from [removed: $4,147] [added: $6,199] million and [removed: $8.23,] [added: $12.59,] respectively in [removed: 2022.][added: 2023.]

Adjusted net income - Linde plc of [removed: $6,989] [added: $7,475] million and adjusted diluted earnings per share of [removed: $14.20] [added: $15.51] were [removed: 13% and 16%, respectively] [added: 7%] above [removed: 2022] [added: 2023] adjusted amounts.*

- Cash flow from operations of [removed: $9,305] [added: $9,423] million was [removed: $441] [added: $118] million above [removed: 2022.][added: 2023.]

The increase was driven by higher net [removed: income] [added: income,] partially offset by higher net working capital requirements, including lower inflows [removed: from] [added: for] contract liabilities from engineering customer [removed: advanced payments.][added: advance payments and higher cash taxes.]

Capital expenditures were [removed: $3,787] [added: $4,497] million; dividends paid were [removed: $2,482] [added: $2,655] million; net purchases of ordinary shares [removed: of $3,925] [added: were $4,451] million; and debt borrowings, net were [removed: $1,060] [added: $3,167] million.

The discussion that follows includes a comparison of our results of operations and liquidity and capital resources for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

For the discussion comparing the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 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, [removed: 2022.][added: 2023.]

The following table provides summary information for [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

| *(Millions of dollars, except per share data)* Year Ended December 31, | | | [added: 2024 | | | | | |] 2023 | | | | | | [removed: 2022] | | | | | | Variance | | |

| Reported Amounts | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| [removed: Sales] [added: Sales] | | | $ | [removed: 32,854] [added: 33,005] | | | | | $ | [removed: 33,364] [added: 32,854] | | | | | [removed: (2)] | | [added: | | | | — | |] % |

| Cost of sales, exclusive of depreciation and amortization | | | $ | [removed: 17,492] [added: 17,143] | | | | | $ | [removed: 19,450] [added: 17,492] | | | | | [removed: (10)] | | [added: | | | | (2) | |] % |

| As a percent of sales | | | [removed: 53.2] [added: 51.9] | | % | | | | [removed: 58.3] [added: 53.2] | | % | | | | | | | [added: | | | | | |]

| Selling, general and administrative | | | $ | [removed: 3,295] [added: 3,337] | | | | | $ | [removed: 3,107] [added: 3,295] | | | | | [removed: 6] | | [added: | | | | 1 | |] % |

| As a percent of sales | | | [removed: 10.0] [added: 10.1] | | % | | | | [removed: 9.3] [added: 10.0] | | % | | | | | | | [added: | | | | | |]

| Depreciation and amortization | | | $ | [removed: 3,816] [added: 3,780] | | | | | $ | [removed: 4,204] [added: 3,816] | | | | | [removed: (9)] | | [added: | | | | (1) | |] % |

| Operating [removed: Profit] [added: profit] | | | $ | [removed: 8,024] [added: 8,635] | | | | | $ | [removed: 5,369] [added: 8,024] | | | | | [removed: 49] | | [added: | | | | 8 | |] % |

| Operating margin | | | [removed: 24.4] [added: 26.2] | | % | | | | [removed: 16.1] [added: 24.4] | | % | | | | | | | [added: | | | | | |]

| Interest expense [removed: –] [added: -] net | | | $ | [removed: 200] [added: 256] | | | | | $ | [removed: 63] [added: 200] | | | | | [removed: 217] | | [added: | | | | 28 | |] % |

- 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.

2025 Outlook

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Cost reduction program and other charges (a) | | | $ | 145 | | | | | $ | 40 | | | | | | | | | | | 263 | | % |

| Other income (expense) - net | | | $ | 185 | | | | | $ | (41) | | | | | | | | | | | 551 | | % |

| | | | | | | 2024 vs 2023 | | |

| | | | | | | — | | % |

Sales grew 2% from higher price attainment.

Volumes were flat, as new project start-ups were largely offset by base volume declines.

Cost reduction program and other charges

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.

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).

The increase was driven primarily by higher outstanding borrowings due to net issuances in 2024 and higher interest rates on borrowings.

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).

The increase in the rate is primarily related to a prior year benefit from a net decrease in the company’s uncertain tax positions.

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.

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.

The translation adjustments reflect the impact of translating local currency

Linde continues to evaluate ongoing regulatory changes and assess appropriate response.

Linde

During 2024, the U.S. and non U.S plans derived a benefit from actuarial gains due to higher discount rate environment.

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.

| Cost reduction program and other charges (Note 3) | | | (145) | | | | | | (40) | | | | | | | | |

| | | | | | | 2024 vs 2023 | | |

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.

| | | | | | | 2024 vs 2023 | | |

EMEA segment sales decreased $190 million, or 2%, in 2024 versus 2023.

| Year Ended December 31, | | | | | | 2024 | | | | | | 2023 | | | | | | 2024 vs 2023 | | |

| | | | | | | 2024 vs 2023 | | | | | | | | |

| Price/Mix | | | | | | — | | % | | | | | | |

| Cost pass-through | | | | | | 1 | | % | | | | | | |

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

- Sales of $32,854 million were 2% below 2022 sales of $33,364 million.

Engineering decreased sales by 2%.

Volumes decreased sales by 1%.

Divestitures, net of acquisitions, decreased sales by 1% primarily due to the divestment of the GIST business, partially offset by the nexAir, LLC acquisition.

The aforementioned drivers were partially offset by 6% higher price attainment across all geographic segments.

2024 Outlook

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Other charges (a) | | | $ | 40 | | | | | $ | 1,029 | | | | | — | | |

| | | | | | | 2023 vs. 2022 | | |

Volumes decreased sales by 1% primarily driven by the electronics and metals and mining end markets.

Excluding currency impacts, underlying SG&A increased primarily due to higher costs including the acquisition of nexAir.

The charge for 2022 relates primarily to the deconsolidation and impairment of Russian subsidiaries resulting from the ongoing war in Ukraine and related sanctions recorded as of June 30, 2022.

On an adjusted basis, operating profit increased $1,166 million, or 15%, for 2023 versus 2022.

On a reported basis, the increase was primarily driven by Russia-Ukraine conflict and other charges recorded in 2022 and included higher pricing, savings from productivity initiatives, and lower depreciation and amortization driven by merger related intangible assets.

These increases more than offset the adverse impacts of inflation and currency in the year as well as other charges of $40 million.

On an adjusted basis interest expense increased $118 million, or 120% in 2023 as compared to 2022.

The increase was driven primarily by higher interest rates on debt and included approximately $28 million of devaluation impacts from hyperinflationary countries.

The decrease in benefit primarily relates to higher interest cost reflective of the higher discount rate environment year-over-year (see Note 16 to the consolidated financial statements).

The decrease in the rate is primarily related to a net decrease in the company's uncertain tax positions and the absence of the net unfavorable tax expense resulting from the Russia impairment and deconsolidation in 2022 (see Note 3 to the consolidated financial statements).

The decrease includes higher tax benefits from share based compensation.

On an adjusted basis, the year-over-year decrease in income from equity investments was primarily driven by the overall performance of investments in APAC.

Reported noncontrolling interests from continuing operations increased $8 million, from $134 million in 2022 to $142 million in 2023.

Adjusted noncontrolling interests from continuing operations decreased $2 million in 2023 as compared to 2022.

The number of employees at December 31, 2023 was 66,323, an increase of 2%, or 1,313 employees from 2022, driven primarily by the acquisition of nexAir.

Additionally, Linde’s plant design, operations, and risk management teams are

The U.S. plan derived a benefit from the actual return on plan assets.

Non-U.S. plans also experienced an increase in plan assets, offset by unfavorability generated from a higher PBO due to a decrease in discount rates.

The company does not currently operate or participate in any captive insurance companies or other non-traditional risk transfer alternatives.

| Other charges (Note 3) | | | (40) | | | | | | (1,029) | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | 3 | | % |

Higher pricing contributed 6% to sales.

Currency translation increased sales by 1% due largely to the strengthening of the Euro and British pound against the U.S. Dollar.

The impact of net divestitures decreased sales by 2% primarily due to the deconsolidation of the Russian subsidiaries in June 2022.

| | | | | | | 2023 vs. 2022 | | | | | | | | |

Higher price increased sales by 4%.

| Other | | | | | | (23) | | % |

| | | | | | | (22) | | % |

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, [removed: 2023.][added: 2024.]

At December 31, [removed: 2023,] [added: 2024,] Linde had debt totaling [removed: $19,373] [added: $21,623] million [removed: ($17,914] [added: ($19,373] million at December 31, [removed: 2022).][added: 2023).]

At December 31, [removed: 2022,] [added: 2024,] including the impact of derivatives, Linde had fixed-rate debt of [removed: $13,000] [added: $17,584] million and floating-rate debt of [removed: $4,914] [added: $4,039] million, representing [removed: 73%] [added: 81%] and [removed: 27%,] [added: 19%,] respectively, of total 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 [removed: $742] [added: $918] million [removed: ($666] [added: ($742] million in [removed: 2022).][added: 2023).]

[removed: A] [added: 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 [removed: result in an approximate $65] [added: be $0 as of December 31, 2024 ($65] million increase to derivative assets [removed: recorded.][added: recorded as of December 31, 2023).]

At December 31, [removed: 2023,] [added: 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 [removed: $50] [added: $40] million [removed: ($25] [added: ($50] million in [removed: 2022).][added: 2023).]

At December 31, [removed: 2023,] [added: 2024,] Linde had a notional amount outstanding of [removed: $5,651] [added: $11,942] million [removed: ($3,870] [added: ($5,651] million at December 31, [removed: 2022)] [added: 2023)] related to foreign exchange contracts.

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, [removed: 2023] [added: 2024] would [removed: decrease] [added: increase] by approximately [removed: $58] [added: $115] million and at December 31, [removed: 2022] [added: 2023] would [removed: increase] [added: decrease] by approximately [removed: $83] [added: $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, [removed: 2023] [added: 2024] would decrease by approximately [removed: $970] [added: $1,334] million and [added: $970 million] at December 31, [removed: 2022 would decrease by approximately $803 million,] [added: 2024 and 2023, respectively,] which would be largely offset by an offsetting loss or gain on the underlying [removed: exposure] [added: foreign net investment] being hedged.

Linde has historically used interest rate swaps and as a result carried derivative assets subject to interest rate risk.

Any such increase would be partially mitigated by higher interest earned on deposits of cash.

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

Its primary products in its industrial gases business are atmospheric gases (oxygen, nitrogen, argon, and rare gases) and process gases [removed: (carbon dioxide,] [added: (hydrogen,] helium, [removed: hydrogen,] [added: carbon dioxide, carbon monoxide,] electronic gases, specialty gases, and [removed: acetylene etc).][added: acetylene, etc.).]

Linde’s sales were [removed: $32,854] [added: $33,005] million, [removed: $33,364] [added: $32,854] million, and [removed: $30,793] [added: $33,364] million for [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] respectively.

Refer to [removed: Item 7,] [added: [Item 7](#ic83390d0e9934f4f84eae782389fa71c_46),] 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.

Using [added: ambient] air as [removed: its raw material,] [added: feedstock,] Linde produces oxygen, nitrogen and argon through several air separation processes of which cryogenic air separation is the most prevalent.

As a pioneer [added: and leader] in [removed: the] industrial [removed: gases industry,] [added: gases,] Linde is [removed: a leader in] [added: continuously] developing a wide range of proprietary and patented applications and [removed: supply systems technology.][added: technologies to produce, store, distribute and increase usage of its gases.]

Linde [removed: also led] [added: is] the [removed: development and commercialization] [added: market leader in the field] of non-cryogenic air separation technologies for the production of industrial gases.

These technologies [removed: include proprietary] [added: 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 [added: technology] to produce gaseous oxygen and [removed: nitrogen, respectively.][added: nitrogen on-site.]

Process gases, including [removed: carbon dioxide,] hydrogen, helium, [added: carbon dioxide, carbon monoxide,] specialty gases and acetylene are produced by [removed: methods] other [removed: than air separation.][added: production methods.]

Hydrogen is produced from a range of [added: different] feedstocks using [removed: an array] [added: a wide portfolio] of [removed: different] technologies.

[removed: Despite hydrogen being an invisible molecule, colors are often] [added: Today, carbon intensity is] used to designate and differentiate between the production processes [added: and the respective feedstocks] used to produce the molecule.

The majority of [added: conventional] hydrogen currently produced by Linde is [removed: what is termed gray hydrogen and is] derived from natural gas or methane, using steam methane reformation [added: (SMR) or auto-thermal reforming (ATR)] technology.

[removed: Blue] [added: Low-carbon (blue)] hydrogen is produced [added: primarily from methane,] by capturing [removed: the] carbon emissions from [removed: the] [added: a] hydrogen [added: production] plant and [removed: either utilizing them in a way that stops them from being emitted or] sequestering them [removed: in the] subsurface for the long term.

[removed: Green] [added: Renewable (green)] hydrogen is produced by electrolysis using renewable energy [removed: or from the steam methane reforming of biomethane.][added: and water as feedstock.]

Carbon monoxide can be produced by either steam methane reforming [added: (SMR)] or auto-thermal reforming [added: (ATR)] of natural gas or other [removed: feed streams] [added: feedstock] such as [removed: naphtha.][added: naphtha, a by-product in the petrochemical industry.]

Most carbon dioxide [added: comes as an industrial by-product, that] is [removed: purchased] [added: sourced] from [removed: by-product sources, including] chemical plants, refineries and [removed: industrial] [added: other] processes or is recovered from [added: natural] carbon dioxide [removed: wells.][added: sources.]

[removed: Carbon] [added: Raw carbon] dioxide is processed [added: and purified] in Linde’s plants to produce commercial and food-grade carbon dioxide.

[added: Linde constructs plants on or] adjacent to these customers’ sites and supplies the product directly to customers by pipeline.

[removed: Advanced air] [added: Air] separation [removed: processes] [added: 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, [removed: carbon dioxide, hydrogen] [added: hydrogen, helium] and [removed: helium.][added: carbon dioxide.]

Packaged gases include atmospheric gases, [removed: carbon dioxide,] hydrogen, helium, [added: carbon dioxide,] acetylene and related products.

The company utilizes its extensive process engineering [removed: know-how] [added: 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 [removed: CO2] [added: carbon dioxide] emissions.

International – Linde is a global enterprise with approximately [removed: 68%] [added: 65%] of its [removed: 2023] [added: 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, [removed: India, South Korea] [added: India] and [removed: Thailand);] [added: South Korea);] and approximately 20 countries in North and South America (including [added: U.S.,] Canada, Mexico and Brazil).

[removed: Research and] development is primarily conducted in Pullach, Germany, Tonawanda, New York, Burr Ridge, Illinois and Shanghai, China.

For [added: hydrogen, helium,] carbon dioxide, carbon monoxide, [removed: helium, hydrogen] and specialty gases, raw materials are largely purchased from outside sources.

Linde has aligned [removed: diversity and] inclusion [added: as a core value] with its business strategies and implemented [removed: diversity action] [added: inclusive workforce development] planning into business process and performance management.

[removed: Diversity, equity and inclusion are] [added: Advancing inclusivity is a] line management [removed: responsibilities] [added: responsibility] and Linde seeks competitive advantage through proactive management of its talent pipeline and recruiting processes.

In addition, annually managers have the ability to grant leadership [added: equity] awards under the Long Term Incentive Plan to certain eligible employees.

As of December 31, [removed: 2023,] [added: 2024,] Linde had [removed: 66,323] [added: 65,289] employees worldwide comprised of approximately 28 percent women and 72 percent men.

Executive Officers – The following Executive Officers have been elected by the Board of [removed: Directors and serve at the pleasure of the Board.][added: Directors.]

Sanjiv Lamba, [removed: 59,] [added: 60,] was appointed Chief Executive Officer of Linde effective March 1, 2022.

Guillermo Bichara, [removed: 49,] [added: 50,] is Executive Vice President and Chief Legal Officer.

Sean Durbin, [removed: 53,] [added: 54,] became Executive Vice President, North America effective September 1, 2023.

[added: Mr.] Durbin joined Praxair, Inc. in 1993 and served in various roles across operations, engineering, project management, business development and sales.

[removed: Hoyt, 54,] [added: White, 52,] became [removed: the] [added: Executive Vice President and] Chief [removed: Accounting] [added: Financial] Officer of Linde in October 2018.

Prior to becoming Controller, she served as Praxair’s Director of Investor Relations [removed: since] [added: beginning in] 2010.

[removed: Previously,] [added: Prior to joining Praxair,] she was in audit at KPMG, LLP.

Juergen Nowicki, [removed: 60,] [added: 61,] was appointed Executive Vice President and CEO, Linde Engineering in April 2020.

Oliver Pfann, [removed: 55,] [added: 56,] was appointed Senior Vice President, EMEA effective September 1, 2023.

As part of this process Linde also produces rare gases, such as krypton, neon, and xenon.

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.

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.

Research and

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.

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.

Rare gases, such as krypton, neon and xenon, are also produced through cryogenic air separation.

These technologies open important new markets and optimize production capacity for the company by lowering the cost of supplying industrial gases.

Linde has multiple technologies to produce blue and green hydrogen, which are both considered types of clean energy.

Low carbon intensity, high-purity hydrogen is also produced by purifying and recovering by-product hydrogen sources from the chemical and petrochemical industries.

Linde constructs plants on or

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

A global leader of Diversity, Equity and Inclusion reports to the head of Human Resources.

From time to time, Linde may introduce special compensation schemes to recognize or reward specific individuals such as the one implemented in 2020 for global front-line employees.

It is expected that the Board will elect officers annually following each annual meeting of shareholders.

John Panikar, 56, was appointed Executive Vice President, APAC of Linde effective in January 2021.

Previously, he served as President UK & Africa of Linde since October 2018.

From 2014 to 2018, Mr. Panikar was President of Praxair Asia.

He began his career with Praxair in 1991 as an Applications Engineer.

Over the years, Mr. Panikar held increasingly responsible positions including Manager of Site Services and Equipment, Business Development Director for Praxair Asia, Managing Director of Praxair India, VP, South Region, North American Industrial Gases and President, Praxair Distribution, Inc.

Since 2007, Pfann led a

White, 51, became Executive Vice President and Chief Financial Officer of Linde in October 2018.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

The aggregate market value of the voting and non-voting common stock held by non-affiliates as of June 30, [removed: 2023,] [added: 2024,] was approximately [removed: $186] [added: $210] billion (based on the closing sale price of the stock on that date as reported on the [removed: New York] [added: Nasdaq] Stock [removed: Exchange).][added: Market).]

At January 31, [removed: 2024, 481,576,472] [added: 2025, 472,911,618] ordinary shares of €0.001 nominal value per share of the Registrant were outstanding.

Portions of the Proxy Statement of Linde plc for its [removed: 2024] [added: 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.

| Item 1: | | | [removed: [Business](#ife3a1164a7b24a88ba40a4d69040f188_16)] [added: [Business](#ic83390d0e9934f4f84eae782389fa71c_16)] | | | [removed: [4](#ife3a1164a7b24a88ba40a4d69040f188_16)] [added: [4](#ic83390d0e9934f4f84eae782389fa71c_16)] | | |

| Item 1A: | | | [Risk [removed: Factors](#ife3a1164a7b24a88ba40a4d69040f188_19)] [added: Factors](#ic83390d0e9934f4f84eae782389fa71c_19)] | | | [removed: [9](#ife3a1164a7b24a88ba40a4d69040f188_19)] [added: [8](#ic83390d0e9934f4f84eae782389fa71c_19)] | | |

| Item 1B: | | | [Unresolved Staff [removed: Comments](#ife3a1164a7b24a88ba40a4d69040f188_22)] [added: Comments](#ic83390d0e9934f4f84eae782389fa71c_22)] | | | [removed: [15](#ife3a1164a7b24a88ba40a4d69040f188_22)] [added: [13](#ic83390d0e9934f4f84eae782389fa71c_22)] | | |

| Item 1C: | | | [removed: [Cybersecurity](#ife3a1164a7b24a88ba40a4d69040f188_1903)] [added: [Cybersecurity](#ic83390d0e9934f4f84eae782389fa71c_25)] | | | [removed: [15](#ife3a1164a7b24a88ba40a4d69040f188_1903)] [added: [13](#ic83390d0e9934f4f84eae782389fa71c_25)] | | |

| Item 2: | | | [removed: [Properties](#ife3a1164a7b24a88ba40a4d69040f188_25)] [added: [Properties](#ic83390d0e9934f4f84eae782389fa71c_28)] | | | [removed: [15](#ife3a1164a7b24a88ba40a4d69040f188_25)] [added: [13](#ic83390d0e9934f4f84eae782389fa71c_28)] | | |

| Item 3: | | | [Legal [removed: Proceedings](#ife3a1164a7b24a88ba40a4d69040f188_28)] [added: Proceedings](#ic83390d0e9934f4f84eae782389fa71c_31)] | | | [removed: [16](#ife3a1164a7b24a88ba40a4d69040f188_28)] [added: [14](#ic83390d0e9934f4f84eae782389fa71c_31)] | | |

| Item 4: | | | [Mine Safety [removed: Disclosures](#ife3a1164a7b24a88ba40a4d69040f188_31)] [added: Disclosures](#ic83390d0e9934f4f84eae782389fa71c_34)] | | | [removed: [16](#ife3a1164a7b24a88ba40a4d69040f188_31)] [added: [14](#ic83390d0e9934f4f84eae782389fa71c_34)] | | |

| Item 5: | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ife3a1164a7b24a88ba40a4d69040f188_37)] [added: Securities](#ic83390d0e9934f4f84eae782389fa71c_40)] | | | [removed: [17](#ife3a1164a7b24a88ba40a4d69040f188_37)] [added: [14](#ic83390d0e9934f4f84eae782389fa71c_40)] | | |

| Item 6: | | | [removed: [Reserved](#ife3a1164a7b24a88ba40a4d69040f188_40)] [added: [Reserved](#ic83390d0e9934f4f84eae782389fa71c_43)] | | | [removed: [18](#ife3a1164a7b24a88ba40a4d69040f188_40)] [added: [15](#ic83390d0e9934f4f84eae782389fa71c_43)] | | |

| Item 7: | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ife3a1164a7b24a88ba40a4d69040f188_43)] [added: Operations](#ic83390d0e9934f4f84eae782389fa71c_46)] | | | [removed: [19](#ife3a1164a7b24a88ba40a4d69040f188_43)] [added: [16](#ic83390d0e9934f4f84eae782389fa71c_46)] | | |

| Item 7A: | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ife3a1164a7b24a88ba40a4d69040f188_97)] [added: Risk](#ic83390d0e9934f4f84eae782389fa71c_100)] | | | [removed: [46](#ife3a1164a7b24a88ba40a4d69040f188_97)] [added: [40](#ic83390d0e9934f4f84eae782389fa71c_100)] | | |

| Item 8: | | | [Financial Statements and Supplementary [removed: Data](#ife3a1164a7b24a88ba40a4d69040f188_100)] [added: Data](#ic83390d0e9934f4f84eae782389fa71c_103)] | | | [removed: [47](#ife3a1164a7b24a88ba40a4d69040f188_100)] [added: [41](#ic83390d0e9934f4f84eae782389fa71c_103)] | | |

| Item 9: | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ife3a1164a7b24a88ba40a4d69040f188_196)] [added: Disclosure](#ic83390d0e9934f4f84eae782389fa71c_196)] | | | [removed: [103](#ife3a1164a7b24a88ba40a4d69040f188_196)] [added: [89](#ic83390d0e9934f4f84eae782389fa71c_196)] | | |

| Item 9A: | | | [Controls and [removed: Procedures](#ife3a1164a7b24a88ba40a4d69040f188_199)] [added: Procedures](#ic83390d0e9934f4f84eae782389fa71c_199)] | | | [removed: [103](#ife3a1164a7b24a88ba40a4d69040f188_199)] [added: [90](#ic83390d0e9934f4f84eae782389fa71c_199)] | | |

| Item 9B: | | | [Other [removed: Information](#ife3a1164a7b24a88ba40a4d69040f188_202)] [added: Information](#ic83390d0e9934f4f84eae782389fa71c_202)] | | | [removed: [103](#ife3a1164a7b24a88ba40a4d69040f188_202)] [added: [90](#ic83390d0e9934f4f84eae782389fa71c_202)] | | |

| Item 9C: | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ife3a1164a7b24a88ba40a4d69040f188_205)] [added: Inspections](#ic83390d0e9934f4f84eae782389fa71c_205)] | | | [removed: [103](#ife3a1164a7b24a88ba40a4d69040f188_205)] [added: [90](#ic83390d0e9934f4f84eae782389fa71c_205)] | | |

| Item 10: | | | [Directors, Executive Officers and Corporate [removed: Governance](#ife3a1164a7b24a88ba40a4d69040f188_211)] [added: Governance](#ic83390d0e9934f4f84eae782389fa71c_211)] | | | [removed: [104](#ife3a1164a7b24a88ba40a4d69040f188_211)] [added: [90](#ic83390d0e9934f4f84eae782389fa71c_211)] | | |

| Item 11: | | | [Executive [removed: Compensation](#ife3a1164a7b24a88ba40a4d69040f188_214)] [added: Compensation](#ic83390d0e9934f4f84eae782389fa71c_214)] | | | [removed: [104](#ife3a1164a7b24a88ba40a4d69040f188_214)] [added: [91](#ic83390d0e9934f4f84eae782389fa71c_214)] | | |

| Item 12: | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ife3a1164a7b24a88ba40a4d69040f188_217)] [added: Matters](#ic83390d0e9934f4f84eae782389fa71c_217)] | | | [removed: [105](#ife3a1164a7b24a88ba40a4d69040f188_217)] [added: [91](#ic83390d0e9934f4f84eae782389fa71c_217)] | | |

| Item 13: | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#ife3a1164a7b24a88ba40a4d69040f188_220)] [added: Independence](#ic83390d0e9934f4f84eae782389fa71c_220)] | | | [removed: [105](#ife3a1164a7b24a88ba40a4d69040f188_220)] [added: [91](#ic83390d0e9934f4f84eae782389fa71c_220)] | | |

| Item 14: | | | [Principal Accounting Fees and [removed: Services](#ife3a1164a7b24a88ba40a4d69040f188_223)] [added: Services](#ic83390d0e9934f4f84eae782389fa71c_223)] | | | [removed: [105](#ife3a1164a7b24a88ba40a4d69040f188_223)] [added: [91](#ic83390d0e9934f4f84eae782389fa71c_223)] | | |

| Item 15: | | | [Exhibits and Financial Statement [removed: Schedules](#ife3a1164a7b24a88ba40a4d69040f188_229)] [added: Schedules](#ic83390d0e9934f4f84eae782389fa71c_229)] | | | [removed: [106](#ife3a1164a7b24a88ba40a4d69040f188_229)] [added: [92](#ic83390d0e9934f4f84eae782389fa71c_229)] | | |

| Item 16: | | | [Form 10-K [removed: Summary](#ife3a1164a7b24a88ba40a4d69040f188_1)] [added: Summary](#ic83390d0e9934f4f84eae782389fa71c_1)] | | | [removed: [112](#ife3a1164a7b24a88ba40a4d69040f188_235)] [added: [97](#ic83390d0e9934f4f84eae782389fa71c_235)] | | |

| [removed: [Signatures](#ife3a1164a7b24a88ba40a4d69040f188_238)] [added: [Signatures](#ic83390d0e9934f4f84eae782389fa71c_238)] | | | | | | [removed: [113](#ife3a1164a7b24a88ba40a4d69040f188_238)] [added: [98](#ic83390d0e9934f4f84eae782389fa71c_238)] | | |

For the fiscal year ended December 31, 2024

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

NYSE was the exchange on which Linde’s stock was listed before it delisted from the NYSE and became listed on the Nasdaq Stock Market as of November 7, 2023.

No significant portion of these assets was leased at December 31, [removed: 2023.][added: 2024.]

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

At December 31, [removed: 2023] [added: 2024] there were [removed: 6,596] [added: 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, [removed: 2023] [added: 2024] is provided below:

| Period | | | [added: | | |] Total Number of Shares Purchased (Thousands) | | | | | | Average Price Paid Per Share | | | | | | Total Number [removed: of Shares] [added: of Shares] Purchased [removed: as Part] [added: as Part] of [removed: Publicly Announced Programs] [added: Publicly Announced Programs] (1) (Thousands) | | | | | | Approximate [removed: Dollar Value] [added: Dollar Value] of Shares [removed: that May] [added: that May] Yet be [removed: Purchased Under] [added: Purchased Under] the Programs (2) (Millions) | | |

(1)On [removed: February 28, 2022] [added: October 23, 2023,] the company's board of directors approved the repurchase of [removed: $10.0] [added: $15] billion of its ordinary shares [removed: ("2022] [added: ("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.

[removed: The 2023 program began on October 23, 2023] 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.

[removed: (2) As] [added: (2)As] of December 31, [removed: 2023,] [added: 2024,] the company repurchased [removed: $8.6] [added: $3.1] billion of its ordinary shares pursuant to the [removed: 2022] [added: 2023] program.

As of December 31, [removed: 2023, $1.4 billion and $15] [added: 2024, $11.9] billion of share repurchases remain authorized under the [removed: 2022 and] 2023 [removed: programs, respectively.][added: program.]

The figures assume an initial investment of $100 on December 31, [removed: 2018] [added: 2019] and that all dividends have been reinvested.

[removed: ][added: ]

| | | | [removed: 2018] [added: 2019] | | | [removed: 2019] [added: 2020] | | | [removed: 2020] [added: 2021] | | | [removed: 2021] [added: 2022] | | | [removed: 2022] [added: 2023] | | | [removed: 2023] [added: 2024] | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 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 | |

The 2023 program began on October 23, 2023

| LIN | | | $100 | | | $126 | | | $168 | | | $161 | | | $205 | | | $211 | | |

| SPX | | | $100 | | | $118 | | | $152 | | | $125 | | | $158 | | | $197 | | |

| S5MATR | | | $100 | | | $121 | | | $154 | | | $135 | | | $152 | | | $152 | | |

From January 1, 2023 through November 6, 2023, Linde’s shares were traded on the New York Stock Exchange (“NYSE”), but effective November 7, 2023, Linde delisted its shares from the NYSE and began listing and trading its shares on the Nasdaq.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| October 2023 | | | 852 | | | | | | $ | 373.13 | | | | | 852 | | | | | | $ | 17,051 | |

| November 2023 | | | 657 | | | | | | $ | 400.45 | | | | | 657 | | | | | | $ | 16,788 | |

| December 2023 | | | 1,042 | | | | | | $ | 405.41 | | | | | 1,042 | | | | | | $ | 16,366 | |

| Fourth Quarter 2023 | | | 2,551 | | | | | | $ | 393.35 | | | | | 2,551 | | | | | | $ | 16,366 | |

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

On October 23, 2023, the company's board of directors approved the repurchase of $15.0 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.

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

| LIN | | | $100 | | | $139 | | | $175 | | | $234 | | | $223 | | | $285 | | |

| SPX | | | $100 | | | $131 | | | $156 | | | $200 | | | $164 | | | $207 | | |

| S5MATR | | | $100 | | | $125 | | | $150 | | | $191 | | | $168 | | | $189 | | |

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

| [Management’s Statement of Responsibility for Financial [removed: Statements](#ife3a1164a7b24a88ba40a4d69040f188_103)] [added: Statements](#ic83390d0e9934f4f84eae782389fa71c_106)] | | | [removed: [48](#ife3a1164a7b24a88ba40a4d69040f188_103)] [added: [42](#ic83390d0e9934f4f84eae782389fa71c_106)] | | |

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#ife3a1164a7b24a88ba40a4d69040f188_106)] [added: Reporting](#ic83390d0e9934f4f84eae782389fa71c_109)] | | | [removed: [48](#ife3a1164a7b24a88ba40a4d69040f188_106)] [added: [42](#ic83390d0e9934f4f84eae782389fa71c_109)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ife3a1164a7b24a88ba40a4d69040f188_109)] [added: Firm](#ic83390d0e9934f4f84eae782389fa71c_112)] \[PCAOB ID 238\] | | | [removed: [49](#ife3a1164a7b24a88ba40a4d69040f188_109)] [added: [43](#ic83390d0e9934f4f84eae782389fa71c_112)] | | |

| [Consolidated Statements of Income for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#ife3a1164a7b24a88ba40a4d69040f188_115)] [added: 2022](#ic83390d0e9934f4f84eae782389fa71c_118)] | | | [removed: [51](#ife3a1164a7b24a88ba40a4d69040f188_115)] [added: [45](#ic83390d0e9934f4f84eae782389fa71c_118)] | | |

| [Consolidated Statements of Comprehensive Income for the Years Ended December [removed: 31,](#ife3a1164a7b24a88ba40a4d69040f188_118) [2023, 2022] [added: 31,](#ic83390d0e9934f4f84eae782389fa71c_121) [2024, 2023] and [removed: 2021](#ife3a1164a7b24a88ba40a4d69040f188_115)] [added: 2022](#ic83390d0e9934f4f84eae782389fa71c_118)] | | | [removed: [52](#ife3a1164a7b24a88ba40a4d69040f188_118)] [added: [46](#ic83390d0e9934f4f84eae782389fa71c_121)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022](#ife3a1164a7b24a88ba40a4d69040f188_121)] [added: 2023](#ic83390d0e9934f4f84eae782389fa71c_124)] | | | [removed: [53](#ife3a1164a7b24a88ba40a4d69040f188_121)] [added: [47](#ic83390d0e9934f4f84eae782389fa71c_124)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December [removed: 31,](#ife3a1164a7b24a88ba40a4d69040f188_124) [2023, 2022] [added: 31,](#ic83390d0e9934f4f84eae782389fa71c_127) [2024, 2023] and [removed: 2021](#ife3a1164a7b24a88ba40a4d69040f188_115)] [added: 2022](#ic83390d0e9934f4f84eae782389fa71c_118)] | | | [removed: [54](#ife3a1164a7b24a88ba40a4d69040f188_124)] [added: [48](#ic83390d0e9934f4f84eae782389fa71c_127)] | | |

| [Consolidated Statements of Equity for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#ife3a1164a7b24a88ba40a4d69040f188_127)] [added: 2022](#ic83390d0e9934f4f84eae782389fa71c_130)] | | | [removed: [55](#ife3a1164a7b24a88ba40a4d69040f188_127)] [added: [49](#ic83390d0e9934f4f84eae782389fa71c_130)] | | |

| [Note 1. Summary of Significant Accounting [removed: Policies](#ife3a1164a7b24a88ba40a4d69040f188_133)] [added: Policies](#ic83390d0e9934f4f84eae782389fa71c_136)] | | | [removed: [56](#ife3a1164a7b24a88ba40a4d69040f188_133)] [added: [50](#ic83390d0e9934f4f84eae782389fa71c_136)] | | |

| [Note 5. Income [removed: Taxes](#ife3a1164a7b24a88ba40a4d69040f188_145)] [added: Taxes](#ic83390d0e9934f4f84eae782389fa71c_148)] | | | [removed: [66](#ife3a1164a7b24a88ba40a4d69040f188_145)] [added: [57](#ic83390d0e9934f4f84eae782389fa71c_148)] | | |

| [Note 6. Earnings Per Share – Linde plc [removed: Shareholders](#ife3a1164a7b24a88ba40a4d69040f188_148)] [added: Shareholders](#ic83390d0e9934f4f84eae782389fa71c_151)] | | | [removed: [71](#ife3a1164a7b24a88ba40a4d69040f188_148)] [added: [60](#ic83390d0e9934f4f84eae782389fa71c_151)] | | |

| [Note 7. Supplemental [removed: Information](#ife3a1164a7b24a88ba40a4d69040f188_151)] [added: Information](#ic83390d0e9934f4f84eae782389fa71c_154)] | | | [removed: [71](#ife3a1164a7b24a88ba40a4d69040f188_151)] [added: [61](#ic83390d0e9934f4f84eae782389fa71c_154)] | | |

| [Note 8. Property, Plant and Equipment – [removed: Net](#ife3a1164a7b24a88ba40a4d69040f188_154)] [added: Net](#ic83390d0e9934f4f84eae782389fa71c_157)] | | | [removed: [75](#ife3a1164a7b24a88ba40a4d69040f188_154)] [added: [64](#ic83390d0e9934f4f84eae782389fa71c_157)] | | |

| [Note 10. Other Intangible [removed: Assets](#ife3a1164a7b24a88ba40a4d69040f188_160)] [added: Assets](#ic83390d0e9934f4f84eae782389fa71c_163)] | | | [removed: [76](#ife3a1164a7b24a88ba40a4d69040f188_160)] [added: [65](#ic83390d0e9934f4f84eae782389fa71c_163)] | | |

| [Note 11. [removed: Debt](#ife3a1164a7b24a88ba40a4d69040f188_163)] [added: Debt](#ic83390d0e9934f4f84eae782389fa71c_166)] | | | [removed: [78](#ife3a1164a7b24a88ba40a4d69040f188_163)] [added: [66](#ic83390d0e9934f4f84eae782389fa71c_166)] | | |

| [Note 12. Financial [removed: Instruments](#ife3a1164a7b24a88ba40a4d69040f188_166)] [added: Instruments](#ic83390d0e9934f4f84eae782389fa71c_169)] | | | [removed: [80](#ife3a1164a7b24a88ba40a4d69040f188_166)] [added: [68](#ic83390d0e9934f4f84eae782389fa71c_169)] | | |

| [Note 13. Fair Value [removed: Disclosures](#ife3a1164a7b24a88ba40a4d69040f188_169)] [added: Disclosures](#ic83390d0e9934f4f84eae782389fa71c_172)] | | | [removed: [82](#ife3a1164a7b24a88ba40a4d69040f188_169)] [added: [71](#ic83390d0e9934f4f84eae782389fa71c_172)] | | |

| [Note 14. Equity and Noncontrolling [removed: Interests](#ife3a1164a7b24a88ba40a4d69040f188_172)] [added: Interests](#ic83390d0e9934f4f84eae782389fa71c_175)] | | | [removed: [83](#ife3a1164a7b24a88ba40a4d69040f188_172)] [added: [72](#ic83390d0e9934f4f84eae782389fa71c_175)] | | |

| [Note 15. Share-Based [removed: Compensation](#ife3a1164a7b24a88ba40a4d69040f188_175)] [added: Compensation](#ic83390d0e9934f4f84eae782389fa71c_178)] | | | [removed: [85](#ife3a1164a7b24a88ba40a4d69040f188_175)] [added: [73](#ic83390d0e9934f4f84eae782389fa71c_178)] | | |

| [Note 16. Retirement [removed: Programs](#ife3a1164a7b24a88ba40a4d69040f188_178)] [added: Programs](#ic83390d0e9934f4f84eae782389fa71c_181)] | | | [removed: [87](#ife3a1164a7b24a88ba40a4d69040f188_178)] [added: [75](#ic83390d0e9934f4f84eae782389fa71c_181)] | | |

| [Note 17. Commitments and [removed: Contingencies](#ife3a1164a7b24a88ba40a4d69040f188_184)] [added: Contingencies](#ic83390d0e9934f4f84eae782389fa71c_184)] | | | [removed: [95](#ife3a1164a7b24a88ba40a4d69040f188_184)] [added: [82](#ic83390d0e9934f4f84eae782389fa71c_184)] | | |

| [Note 18. Segment [removed: Information](#ife3a1164a7b24a88ba40a4d69040f188_187)] [added: Information](#ic83390d0e9934f4f84eae782389fa71c_187)] | | | [removed: [97](#ife3a1164a7b24a88ba40a4d69040f188_187)] [added: [84](#ic83390d0e9934f4f84eae782389fa71c_187)] | | |

| [Note 19. Revenue [removed: Recognition](#ife3a1164a7b24a88ba40a4d69040f188_190)] [added: Recognition](#ic83390d0e9934f4f84eae782389fa71c_190)] | | | [removed: [100](#ife3a1164a7b24a88ba40a4d69040f188_190)] [added: [86](#ic83390d0e9934f4f84eae782389fa71c_190)] | | |

| [Note 20. Subsequent [removed: Events](#ife3a1164a7b24a88ba40a4d69040f188_193)] [added: Events](#ic83390d0e9934f4f84eae782389fa71c_193)] | | | [removed: [102](#ife3a1164a7b24a88ba40a4d69040f188_193)] [added: [89](#ic83390d0e9934f4f84eae782389fa71c_193)] | | |

Based on this evaluation, management concluded that the company’s internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 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, [removed: 2023] [added: 2024] as stated in their report.

| Matthew J. White Chief Financial Officer | | | | | | February [removed: 28, 2024] [added: 26, 2025] | | |

We have audited the accompanying consolidated balance sheets of Linde plc and its subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 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, [removed: 2023,] [added: 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, [removed: 2023,] [added: 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, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 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, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

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 [added: the accompanying] Management’s Report on Internal Control over Financial [removed: Reporting appearing under Item 9A.][added: Reporting.]

Critical Audit [removed: Matter][added: Matters]

As described in Note 19 to the consolidated financial statements, [removed: $2,160] [added: $2,322] million of the Company’s total revenues for the year ended December 31, [removed: 2023] [added: 2024] was generated from [removed: the] sale of equipment contracts.

Revenue from [removed: the] sale of equipment is generally recognized over time as the Company has an enforceable right to payment for performance completed to date and performance does not create an asset with alternative use.

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 [removed: the] sale of equipment contracts; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to the estimated costs at completion and management’s significant assumptions related to the total estimated material and labor costs; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over developing the estimated costs at completion for [removed: the] sale of equipment contracts.

These procedures also included, among others, evaluating and testing management’s process for developing the estimated costs at completion for [removed: the] sale of equipment contracts, which included evaluating the reasonableness of management’s significant assumptions related to the total estimated material and labor costs.

Evaluating the reasonableness of management’s significant assumptions involved evaluating management’s ability to reasonably estimate costs at completion for [removed: the] sale of equipment contracts on a sample basis by (i) performing a comparison of the originally estimated and actual costs incurred on similar completed equipment contracts, and (ii) evaluating the timely identification of circumstances that may warrant a modification to estimated costs at completion, including actual costs in excess of estimates.

| Year Ended December 31, | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| [Note 2. Acquisitions and Divestitures](#ic83390d0e9934f4f84eae782389fa71c_139) | | | [53](#ic83390d0e9934f4f84eae782389fa71c_139) | | |

| [Note 3. Cost reduction program and other charges](#ic83390d0e9934f4f84eae782389fa71c_142) | | | [54](#ic83390d0e9934f4f84eae782389fa71c_142) | | |

| [Note 4. Leases](#ic83390d0e9934f4f84eae782389fa71c_145) | | | [56](#ic83390d0e9934f4f84eae782389fa71c_145) | | |

| [Note 9. Goodwill](#ic83390d0e9934f4f84eae782389fa71c_160) | | | [65](#ic83390d0e9934f4f84eae782389fa71c_160) | | |

February 26, 2025

| Cost reduction program and other charges | | | 145 | | | | | | 40 | | | | | | 1,029 | | |

| Dividends ($5.56 per ordinary share) | | | | | | | | | | | | | | | | | | | | | (2,655) | | | | | | | | | | | | | | | | | | | | | | | | (2,655) | | | | | | | | | | | | (2,655) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance, December 31, 2024 | | | 490,767 | | | | | | $ | 1 | | | | | $ | 39,603 | | | | | $ | 12,634 | | | | | $ | (6,894) | | | | | 17,530 | | | | | | $ | (7,252) | | | | | $ | 38,092 | | | | | $ | 1,383 | | | | | $ | 39,475 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

The liability is initially measured at fair

characteristics of the intangible asset.

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).

Disaggregation of Income Statement Expenses - In November 2024, the FASB issued guidance requiring disaggregated disclosure of income statement expenses.

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.

2024 Charges

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.

| (Millions of dollars) | | | | | | | | | | | |

| 2025 | | | | | | $ | 202 | | | | | $ | 65 | |

| 2026 | | | | | | 164 | | | | | | 53 | | |

| 2029 | | | | | | 68 | | | | | | 15 | | |

| Thereafter | | | | | | 260 | | | | | | 44 | | |

| (Millions of dollars) Year Ended December 31, | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| | | | (142) | | | | | | (84) | | | | | | (383) | | |

Linde plc is not subject to tax in Ireland, its country of domicile.

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.

In 2024, the tax effect of these items was not material.

| | | | $ | 6,520 | | | | | $ | 6,815 | |

| | | | $ | 1,435 | | | | | $ | 1,468 | |

| | | | $ | 1,289 | | | | | $ | 1,292 | |

| | | | $ | 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.

The company had $16 million and $14

| EMEA | | | | | |

| France | | | 2020 through 2024 | | |

| Australia | | | 2020 through 2024 | | |

| China | | | 2019 through 2024 | | |

| [Note 2. Acquisition](#ife3a1164a7b24a88ba40a4d69040f188_136)[s](#ife3a1164a7b24a88ba40a4d69040f188_136) [and Divestitures](#ife3a1164a7b24a88ba40a4d69040f188_136) | | | [60](#ife3a1164a7b24a88ba40a4d69040f188_136) | | |

| [Note 3.](#ife3a1164a7b24a88ba40a4d69040f188_139) [Other Charges](#ife3a1164a7b24a88ba40a4d69040f188_139) | | | [62](#ife3a1164a7b24a88ba40a4d69040f188_139) | | |

| [Note 4. Leases](#ife3a1164a7b24a88ba40a4d69040f188_142) | | | [65](#ife3a1164a7b24a88ba40a4d69040f188_142) | | |

| [Note 9. Goodwill](#ife3a1164a7b24a88ba40a4d69040f188_157) | | | [75](#ife3a1164a7b24a88ba40a4d69040f188_157) | | |

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

February 28, 2024

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Other charges | | | 40 | | | | | | 1,029 | | | | | | 273 | | |

| Income from discontinued operations, net of tax | | | — | | | | | | — | | | | | | 5 | | |

| Income from continuing operations | | | $ | 6,199 | | | | | $ | 4,147 | | | | | $ | 3,821 | |

| Income from discontinued operations | | | $ | — | | | | | $ | — | | | | | $ | 5 | |

| Basic earnings per share from discontinued operations | | | — | | | | | | — | | | | | | 0.01 | | |

| Diluted earnings per share from discontinued operations | | | — | | | | | | — | | | | | | 0.01 | | |

| | | | | | | | | | | | |

| Less: income from discontinued operations, net of tax and noncontrolling interests | | | — | | | | | | — | | | | | | (5) | | |

| Income from continuing operations (including noncontrolling interests) | | | $ | 6,341 | | | | | $ | 4,281 | | | | | $ | 3,956 | |

| *Balance, December 31, 2020* | | | 552,013 | | | | | | $ | 1 | | | | | $ | 40,202 | | | | | $ | 17,178 | | | | | $ | (4,690) | | | | | 28,718 | | | | | | $ | (5,374) | | | | | $ | 47,317 | | | | | $ | 2,252 | | | | | $ | 49,569 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Dividends ($5.10 per common share) | | | | | | | | | | | | | | | | | | | | | (2,482) | | | | | | | | | | | | | | | | | | | | | | | | (2,482) | | | | | | | | | | | | (2,482) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

On January 18, 2023, shareholders approved the company’s proposal for an intercompany reorganization that resulted in the delisting of its ordinary shares from the Frankfurt Stock Exchange, on March 1, 2023, after the completion of legal and regulatory approvals.

In connection with the closing of the intercompany reorganization on March 1, 2023, Linde shareholders automatically received one share of the new holding company in exchange for each share of Linde plc that was previously owned.

The new holding company is also named “Linde plc” and trades under the existing ticker LIN.

company will estimate and compare the fair value of its reporting units to their carrying value, including goodwill.

There were no new accounting pronouncements implemented in 2023 that would materially impact the 2023 financial statements.

The

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

2021 Charges

Total cost reduction program related charges were $338 million ($253 million after tax), for the year ended December 31, 2021.

These expenses consisted primarily of severance charges of $259 million and other charges of $79 million for the year ended December 31, 2021.

Other charges related primarily to the execution of the company's synergistic actions including location consolidations and business rationalization projects, process harmonization, and associated non-recurring costs.

Merger-related and other charges were benefits of $65 million (benefit of $26 million, after tax) for the year ended December 31, 2021.

The 2021 pre-tax benefit was primarily due to a $52 million gain triggered by a joint venture deconsolidation in the APAC segment.

The following table provides a summary of the pre-tax charges by reportable segment for the year ended December 31, 2021:

| EMEA | | | 204 | | | | | | 33 | | | | | | 237 | | | | | | 1 | | | | | | 238 | | |

| Other | | | 15 | | | | | | 26 | | | | | | 41 | | | | | | (10) | | | | | | 31 | | |

| Total | | | $ | 259 | | | | | $ | 79 | | | | | $ | 338 | | | | | $ | (65) | | | | | $ | 273 | |

The following table summarizes the activities related to the company's cost reduction programs and other charges during 2022 and 2023:

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| *(millions of dollars)* | | | Total Russia charges | | | | | | | | | Severance costs | | | | | | Other cost reduction charges | | | | | | Total cost reduction program related charges | | | | | | Merger related and other charges | | | | | | Total | | |

| Balance, December 31, 2021 | | | $ | — | | | | | | | | $ | 384 | | | | | $ | 38 | | | | | $ | 422 | | | | | $ | 31 | | | | | $ | 453 | |

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, [removed: 2023,] [added: 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.

Refer to Item 8 for Management’s Report on Internal Control Over Financial Reporting as of December 31, [removed: 2023.][added: 2024.]

There were no changes in Linde’s internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, Linde’s internal control over financial reporting.

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

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

[removed: Richenhagen] [added: The members of that audit committee are Alberto Weisser] (chairman), Dr. Thomas Enders, Dr. Victoria Ossadnik and [removed: Alberto Weisser] [added: 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.

The Linde Board of Directors has determined that Alberto Weisser [removed: satisfy] [added: 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.

The members of that audit committee are Prof.

Dr. Martin H.

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

*Equity Compensation Plans Information -* The table below provides information as of December 31, [removed: 2023] [added: 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, [removed: 2023.][added: 2024.]

(1)This amount includes [removed: 637,600] [added: 591,549] restricted shares and [removed: 571,628] [added: 557,813] performance shares.

| Equity compensation plans approved by shareholders | | | 6,172,294 | | | (1) | | | $ | 204.50 | | | | | 7,149,967 | | | (2) | | |

| Total | | | 6,172,294 | | | | | | $ | 204.50 | | | | | 7,149,967 | | | | | |

| Equity compensation plans approved by shareholders | | | 7,034,362 | | | (1) | | | $ | 180.58 | | | | | 7,661,431 | | | (2) | | |

| Total | | | 7,034,362 | | | | | | $ | 180.58 | | | | | 7,661,431 | | | | | |

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

(i)The company’s [removed: 2023] [added: 2024] Consolidated Financial Statements and the Report of the Independent Registered Public Accounting Firm are included in Part II, Item 8.

| 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 [removed: reference.)](http://www.sec.gov/Archives/edgar/data/884905/000119312517191218/d506854dex21.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/884905/000119312517191218/d506854dex21.htm)] | | |

| 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 [removed: reference.)](http://www.sec.gov/Archives/edgar/data/884905/000119312517254473/d440042dex21.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/884905/000119312517254473/d440042dex21.htm)] | | |

| 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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/1707925/000170792518000033/lindeplcq32018ex21.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1707925/000170792518000033/lindeplcq32018ex21.htm)] | | |

| 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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/1707925/000170792518000033/lindeplcq32018ex22.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1707925/000170792518000033/lindeplcq32018ex22.htm)] | | |

| 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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/1707925/000170792518000033/lindeplcq32018ex23.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1707925/000170792518000033/lindeplcq32018ex23.htm)] | | |

| 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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/1707925/000170792518000033/lindeplcq32018ex24.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1707925/000170792518000033/lindeplcq32018ex24.htm)] | | |

| 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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/1707925/000119312519067295/d676257dex24.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1707925/000119312519067295/d676257dex24.htm)] | | |

| 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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/884905/000095012307004081/y32075exv4.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/884905/000095012307004081/y32075exv4.htm)] | | |

| 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 [removed: reference.)](http://www.sec.gov/Archives/edgar/data/884905/000095016215000019/ex4_3.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/884905/000095016215000019/ex4_3.htm)] | | |

| [removed: 4.17] [added: 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. | | |

| 10.02 | | | | | | [364-Day Credit Agreement, dated as of [removed: December 6, 2023,] [added: December](https://www.sec.gov/ix?doc=/Archives/edgar/data/1707925/000119312524270689/d853180d8k.htm) [4](https://www.sec.gov/ix?doc=/Archives/edgar/data/1707925/000119312524270689/d853180d8k.htm)[, 202](https://www.sec.gov/ix?doc=/Archives/edgar/data/1707925/000119312524270689/d853180d8k.htm)[4](https://www.sec.gov/ix?doc=/Archives/edgar/data/1707925/000119312524270689/d853180d8k.htm)[,] among Linde plc, the Subsidiary Borrowers, certain Subsidiary Guarantors, the lenders party thereto and Bank of America, N.A., as Administrative [removed: Agent.(Filed] [added: Agent](https://www.sec.gov/ix?doc=/Archives/edgar/data/1707925/000119312524270689/d853180d8k.htm) [](https://www.sec.gov/ix?doc=/Archives/edgar/data/1707925/000119312524270689/d853180d8k.htm)[(Filed] as Exhibit 10.1 to [removed: Linde plc's] [added: Linde](https://www.sec.gov/ix?doc=/Archives/edgar/data/1707925/000119312524270689/d853180d8k.htm)['](https://www.sec.gov/ix?doc=/Archives/edgar/data/1707925/000119312524270689/d853180d8k.htm)[s] current report on Form 8-K, dated [removed: December 6, 2023,] [added: December](https://www.sec.gov/ix?doc=/Archives/edgar/data/1707925/000119312524270689/d853180d8k.htm) [4](https://www.sec.gov/ix?doc=/Archives/edgar/data/1707925/000119312524270689/d853180d8k.htm)[, 202](https://www.sec.gov/ix?doc=/Archives/edgar/data/1707925/000119312524270689/d853180d8k.htm)[4](https://www.sec.gov/ix?doc=/Archives/edgar/data/1707925/000119312524270689/d853180d8k.htm)[,] Filing No. 1-38730, and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/1707925/000119312523289907/d609824dex101.htm)] [added: reference)](https://www.sec.gov/ix?doc=/Archives/edgar/data/1707925/000119312524270689/d853180d8k.htm).] | | |

| *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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/1707925/000165495419000757/lin_ex10-1.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1707925/000165495419000757/lin_ex10-1.htm)] | | |

| *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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/884905/000119312509037218/dex1005a.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/884905/000119312509037218/dex1005a.htm)] | | |

| *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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/884905/000119312510038766/dex1005b.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/884905/000119312510038766/dex1005b.htm)] | | |

| *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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/884905/000088490517000007/px-20161231xex1005c.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/884905/000088490517000007/px-20161231xex1005c.htm)] | | |

| *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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/884905/000119312509037218/dex1005b.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/884905/000119312509037218/dex1005b.htm)] | | |

| *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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/884905/000119312510038766/dex1005d.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/884905/000119312510038766/dex1005d.htm)] | | |

| *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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/884905/000088490513000011/px201210-kex1005esecondame.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/884905/000088490513000011/px201210-kex1005esecondame.htm)] | | |

| *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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/884905/000088490517000007/px-20161231xex1005g.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/884905/000088490517000007/px-20161231xex1005g.htm)] | | |

| *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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/884905/000088490518000014/px-20171231xex1005l.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/884905/000088490518000014/px-20171231xex1005l.htm)] | | |

| *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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/884905/000119312509037218/dex1005c.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/884905/000119312509037218/dex1005c.htm)] | | |

| *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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/884905/000119312510038766/dex1005f.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/884905/000119312510038766/dex1005f.htm)] | | |

| *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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/884905/000088490517000007/px-20161231xex1005j.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/884905/000088490517000007/px-20161231xex1005j.htm)] | | |

| *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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/884905/000119312510038766/dex1006.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/884905/000119312510038766/dex1006.htm)] | | |

| *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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/1707925/000119312518313288/d645241dex43.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1707925/000119312518313288/d645241dex43.htm)] | | |

| [removed: *10.10c] [added: *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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/884905/000119312510038766/dex1022.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/884905/000119312510038766/dex1022.htm)] | | |

| [removed: *10.10d] [added: *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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/884905/000119312510038766/dex1023.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/884905/000119312510038766/dex1023.htm)] | | |

| [removed: *10.10e] [added: *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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/884905/000088490515000016/px-20141231xex1026.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/884905/000088490515000016/px-20141231xex1026.htm)] | | |

| [removed: *10.10f] [added: *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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/884905/000088490518000014/px-20171231xex1026a.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/884905/000088490518000014/px-20171231xex1026a.htm)] | | |

| [removed: *10.10g] [added: *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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/884905/000088490518000014/px-20171231xex1027a.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/884905/000088490518000014/px-20171231xex1027a.htm)] | | |

| [removed: *10.10h] [added: *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).](https://www.sec.gov/Archives/edgar/data/1707925/000170792520000015/lindeplc-20191231ex1010i.htm) | | |

| [removed: *10.10i] [added: *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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/1707925/000162828019003050/exhibit1011l.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1707925/000162828019003050/exhibit1011l.htm)] | | |

| [removed: *10.10j] [added: *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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/1707925/000162828019003050/exhibit1011m.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1707925/000162828019003050/exhibit1011m.htm)] | | |

| [removed: *10.10k] [added: *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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/1707925/000162828019003050/exhibit1011n.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1707925/000162828019003050/exhibit1011n.htm)] | | |

| [removed: *10.10l] [added: *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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/1707925/000162828019003050/exhibit1011o.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1707925/000162828019003050/exhibit1011o.htm)] | | |

| [removed: *10.14] [added: *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).](https://www.sec.gov/Archives/edgar/data/1707925/000119312518313073/d643979dex101.htm) | | |

| 21.01 | | | | | | [Subsidiaries of Linde [removed: plc](https://www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lindeplc-20231231ex2101.htm)] [added: plc, filed herewith.](https://www.sec.gov/Archives/edgar/data/1707925/000162828025007990/lindeplc10k-ex2101.htm)] | | |

| 23.01 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lindeplc-20231231ex2301.htm)] [added: Firm, filed herewith.](https://www.sec.gov/Archives/edgar/data/1707925/000162828025007990/lindeplc10k-ex2301.htm)] | | |

| 31.01 | | | | | | [Rule 13a-14(a) [removed: Certification](https://www.sec.gov/Archives/edgar/data/1707925/000162828024007424/lindeplc-20231231ex3101.htm)] [added: Certification, filed herewith.](https://www.sec.gov/Archives/edgar/data/1707925/000162828025007990/lindeplc10k-ex3101.htm)] | | |

| Exhibit No. | | | | | | Description | | |

| 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.)](https://www.sec.gov/Archives/edgar/data/1707925/000119312524154299/d815371dex46.htm) | | |

| 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.)](https://www.sec.gov/Archives/edgar/data/1707925/000119312524154299/d815371dex47.htm) | | |

| 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.)](https://www.sec.gov/Archives/edgar/data/1707925/000119312524154299/d815371dex48.htm) | | |

| *10.03e | | | | | | [First Amendment to the 2021 Linde plc Long Term Incentive Plan effective January 29, 2024 and dated March 21, 2024, filed herewith.](https://www.sec.gov/Archives/edgar/data/1707925/000162828025007990/lindeplc10k-ex1003e.htm) | | |

| Exhibit No. | | | | | | Description | | |

| *10.08b | | | | | | [Second Amendment to the Linde Compensation Deferral Program effective January 1, 2024 and dated March 13, 2024, filed herewith.](https://www.sec.gov/Archives/edgar/data/1707925/000162828025007990/lindeplc10k-ex1008b.htm) | | |

| *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.](https://www.sec.gov/Archives/edgar/data/1707925/000162828025007990/lindeplc10k-ex1010c.htm) | | |

| Exhibit No. | | | | | | Description | | |

| *10.14 | | | | | | [Retirement Agreement and General Release between Linde Inc. and John M. Panikar, dated as of November 19, 2024, filed herewith.](https://www.sec.gov/Archives/edgar/data/1707925/000162828025007990/lindeplc10k-ex1014.htm) | | |

| *10.16 | | | | | | [Linde plc Non-employee Director Deferral Program, adopted by the Board of Directors on July 30, 2024, filed herewith.](https://www.sec.gov/Archives/edgar/data/1707925/000162828025007990/lindeplc10k-ex1016.htm) | | |

| 19.01 | | | | | | [Linde plc Insider Trading Policy, Effective October 23, 2024, filed herewith.](https://www.sec.gov/Archives/edgar/data/1707925/000162828025007990/lindeplc10k-ex1901.htm) | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Exhibit No. | | | | | | Description | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

| Date: February [removed: 28, 2024] [added: 26, 2025] | | | | | | | | | By: | | | /s/ KELCEY E. HOYT | | | | | | | | |

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 [removed: 28, 2024.][added: 26, 2025.]

| [removed: Martin Richenhagen] [added: Paula Reynolds] Director | | | | | | Hugh Grant Director | | | | | | | | |

| /s/ PAULA REYNOLDS | | | | | | /s/ HUGH GRANT | | | | | | | | |

[Table of](#ife3a1164a7b24a88ba40a4d69040f188_7) [Contents](#ife3a1164a7b24a88ba40a4d69040f188_7)

| /s/ PROF. DR. MARTIN H. RICHENHAGEN | | | | | | /s/ HUGH GRANT | | | | | | | | |