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What changed in Linde plc's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Linde plc's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+218 added−230 removedSource: 10-K (2025-02-26) vs 10-K (2024-02-28)

Top changes in Linde plc's 2024 10-K

218 paragraphs added · 230 removed · 198 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

42 edited+5 added−7 removed22 unchanged
Biggest changeAvailable Information – The company makes its periodic and current reports available, free of charge, on or through its website, www.linde.com, as soon as practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission ("SEC"). Investors may also access from the company website other investor information such as press releases and presentations.
Biggest changeEnvironment – Information required by this item is incorporated herein by reference to the section captioned “Management’s Discussion and Analysis – Environmental Matters” in Item 7 of this 10-K. 6 Table of Contents Available Information – The company makes its periodic and current reports available, free of charge, on or through its website, www.linde.com, as soon as practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission ("SEC").
Merchant argon, hydrogen and helium can be shipped much longer distances. The customer agreements used in the merchant business are usually three to seven-year requirement contracts. Packaged Gases. Customers requiring small volumes are supplied products in metal containers called cylinders, under medium to high pressure. Packaged gases include atmospheric gases, carbon dioxide, hydrogen, helium, acetylene and related products.
Merchant argon, hydrogen and helium can be shipped much longer distances. The customer agreements used in the merchant business are usually three to seven-year requirement contracts. Packaged Gases. Customers requiring small volumes are supplied products in metal containers called cylinders, under medium to high pressure. Packaged gases include atmospheric gases, hydrogen, helium, carbon dioxide, acetylene and related products.
The supply of energy has not typically been a significant issue in the geographic areas where the company conducts business. However, energy availability and price is unpredictable and may pose future risks. For carbon dioxide, carbon monoxide, helium, hydrogen and specialty gases, raw materials are largely purchased from outside sources.
The supply of energy has not typically been a significant issue in the geographic areas where the company conducts business. However, energy availability and price is unpredictable and may pose future risks. For hydrogen, helium, carbon dioxide, carbon monoxide, and specialty gases, raw materials are largely purchased from outside sources.
Previously, he served as Executive Vice President, EMEA from April 2021 to September 2023 and Senior Vice President, Global Functions from July 2020. Durbin joined Praxair, Inc. in 1993 and served in various roles across operations, engineering, project management, business development and sales.
Previously, he served as Executive Vice President, EMEA from April 2021 to September 2023 and Senior Vice President, Global Functions from July 2020. Mr. Durbin joined Praxair, Inc. in 1993 and served in various roles across operations, engineering, project management, business development and sales.
Its primary products in its industrial gases business are atmospheric gases (oxygen, nitrogen, argon, and rare gases) and process gases (carbon dioxide, helium, hydrogen, electronic gases, specialty gases, and acetylene etc).
Its primary products in its industrial gases business are atmospheric gases (oxygen, nitrogen, argon, and rare gases) and process gases (hydrogen, helium, carbon dioxide, carbon monoxide, electronic gases, specialty gases, and acetylene, etc.).
The company also has majority or wholly owned subsidiaries that operate in approximately 45 European, Middle Eastern and African countries (including Germany, the United Kingdom (U.K.), France, Sweden, and the Republic of South Africa); approximately 20 Asian and South Pacific countries (including China, Australia, India, South Korea and Thailand); and approximately 20 countries in North and South America (including Canada, Mexico and Brazil).
The company also has majority or wholly owned subsidiaries that operate in approximately 45 European, Middle Eastern and African countries (including Germany, the United Kingdom (U.K.), France, Sweden, and the Republic of South Africa); approximately 20 Asian and South Pacific countries (including China, Australia, India and South Korea); and approximately 20 countries in North and South America (including U.S., Canada, Mexico and Brazil).
He subsequently had responsibility for Europe, Mexico and corporate transactions before being promoted to Associate General Counsel and Assistant Secretary. Mr. Bichara previously held roles at Cemex and various global law firms. Sean Durbin, 53, became Executive Vice President, North America effective September 1, 2023.
He subsequently had responsibility for Europe, Mexico and corporate transactions before being promoted to Associate General Counsel and Assistant Secretary. Mr. Bichara previously held roles at Cemex and various global law firms. Sean Durbin, 54, became Executive Vice President, North America effective September 1, 2023.
Guillermo Bichara, 49, is Executive Vice President and Chief Legal Officer. He previously served as Praxair’s Vice President and General Counsel. Mr. Bichara joined the company in 2006, first as Director of Legal Affairs at Praxair Mexico before being promoted to Vice President and General Counsel of Praxair Asia.
Guillermo Bichara, 50, is Executive Vice President and Chief Legal Officer. He previously served as Praxair’s Vice President and General Counsel. Mr. Bichara joined the company in 2006, first as Director of Legal Affairs at Praxair Mexico before being promoted to Vice President and General Counsel of Praxair Asia.
With its state-of-the-art sustainable technologies Engineering also helps customers avoid, capture and utilize CO2 emissions. Its technology portfolio covers the entire value chain for production, liquefaction, storage, distribution and application of hydrogen which supports the transition to clean energy. Its digital services and solutions increase plant efficiency and performance.
With its state-of-the-art sustainable technologies Engineering also helps customers avoid, capture and utilize carbon dioxide emissions. Its technology portfolio covers the entire value chain for production, liquefaction, storage, distribution and application of hydrogen which supports the transition to clean energy. Its digital services and solutions increase plant efficiency and performance.
Engineering Linde’s Engineering business has a global presence, with its focus on market segments such as air separation, hydrogen, synthesis, olefin and natural gas plants. The company utilizes its extensive process engineering know-how in the planning, design and construction of highly efficient plants for the production and processing of gases.
Engineering Linde’s Engineering business has a global presence, with its focus on market segments such as air separation, hydrogen, synthesis, olefin and natural gas plants. The company utilizes its extensive process engineering expertise in the planning, design and construction of highly efficient plants for the production and processing of gases.
Customers that require the largest volumes of product (typically oxygen, nitrogen and hydrogen) and that have a relatively constant demand pattern are supplied by cryogenic and process gas on-site plants. Linde constructs plants on or 4 Table of Contents adjacent to these customers’ sites and supplies the product directly to customers by pipeline.
Customers that require the largest volumes of product (typically oxygen, nitrogen and hydrogen) and that have a relatively constant demand pattern are supplied by cryogenic and process gas on-site plants. Linde constructs plants on or adjacent to these customers’ sites and supplies the product directly to customers by pipeline.
The method of supply is generally determined by the lowest cost means of meeting the customer’s needs, depending upon factors such as volume requirements, purity, pattern of usage, and the form in which the product is used (as a gas or as a cryogenic liquid). On-site.
The method of supply is generally determined by the lowest cost means of meeting the customer’s needs, depending upon factors such as volume requirements, purity, pattern of usage, and the form in which the product is used (as a gas or as a cryogenic liquid). 4 Table of Contents On-site.
In ventory obsolescence is not material to Linde’s business. Customers – Linde is not dependent upon a single customer or a few customers. International – Linde is a global enterprise with approximately 68% of its 2023 sales outside of the United States.
In ventory obsolescence is not material to Linde’s business. Customers – Linde is not dependent upon a single customer or a few customers. International – Linde is a global enterprise with approximately 65% of its 2024 sales outside of the United States.
Advanced air separation processes allow on-site delivery to customers with smaller volume requirements. Merchant. The merchant business is generally associated with distributable liquid oxygen, nitrogen, argon, carbon dioxide, hydrogen and helium.
Air separation technologies also allow on-site delivery to customers with smaller volume requirements. Merchant. The merchant business is generally associated with distributable liquid oxygen, nitrogen, argon, hydrogen, helium and carbon dioxide.
Linde serves a diverse group of industries including healthcare, chemicals and energy, manufacturing, metals and mining, food and beverage, and electronics. Linde’s sales were $32,854 million, $33,364 million, and $30,793 million for 2023, 2022, and 2021, respectively.
Linde serves a diverse group of industries including healthcare, chemicals and energy, manufacturing, metals and mining, food and beverage, and electronics. Linde’s sales were $33,005 million, $32,854 million, and $33,364 million for 2024, 2023, and 2022, respectively.
Since 1995, Oliver Pfann has served in a range of roles at Linde. He began his career in Product Development and then as Sales Manager in Romania. He transitioned to Global Key Accounts and was named General Manager of Linde Italy in 2004.
Oliver Pfann, 56, was appointed Senior Vice President, EMEA effective September 1, 2023. Since 1995, Oliver Pfann has served in a range of roles at Linde. He began his career in Product Development and then as Sales Manager in Romania. He transitioned to Global Key Accounts and was named General Manager of Linde Italy in 2004.
Linde has collective bargaining agreements with unions at numerous locations throughout the world. Additional benefits are offered such as occupational pensions and contributions towards health insurance or medical screening, reflecting regional conditions and local competition. Senior managers participate directly in the company’s growth in value through the Long Term Incentive Plan of Linde plc.
Additional benefits are offered such as occupational pensions and contributions towards health insurance or medical screening, reflecting regional conditions and local competition. Senior managers participate directly in the company’s growth in value through the Long Term Incentive Plan of Linde plc.
Prior to being appointed CEO, he was Chief Operating Officer starting in January 2021 and after serving as Executive Vice President, APAC, beginning in October 2018. Previously, Mr.
Sanjiv Lamba, 60, was appointed Chief Executive Officer of Linde effective March 1, 2022. Prior to being appointed CEO, he was Chief Operating Officer starting in January 2021 and after serving as Executive Vice President, APAC, beginning in October 2018. Previously, Mr.
Since 2007, Pfann led a 7 Table of Contents regional cluster in Eastern Europe with an increasing number of countries. In 2017, he was promoted to lead the Region UK, Ireland and Africa before assuming his assignment as Business President for Region Europe East in 2019. David P.
Since 2007, Pfann led a regional cluster in Eastern Europe with an increasing number of countries. In 2017, he was promoted to lead the Region UK, Ireland and Africa before assuming his assignment as Business President for Region Europe East in 2019. David P. Strauss, 66, has been Executive Vice President and Chief Human Resources Officer since 2022.
Before joining Praxair, White was Vice President, Finance, at Fisher Scientific and before that he held various financial positions, including group controller, at GenTek, a manufacturing and performance chemicals company. 8 Table of Contents
In 2008, he became Vice President and Controller of Praxair, Inc., then was named Vice President and Treasurer in 2010. Before joining Praxair, White was Vice President, Finance, at Fisher Scientific and before that he held various financial positions, including group controller, at GenTek, a manufacturing and performance chemicals company.
Information on the company’s website is not incorporated by reference herein. In addition, the public may read and copy any materials filed with the SEC free of charge at the SEC’s website, www.sec.gov, that contains reports, proxy information statements and other information regarding issuers that file electronically.
In addition, the public may read and copy any materials filed with the SEC free of charge at the SEC’s website, www.sec.gov, that contains reports, proxy information statements and other information regarding issuers that file electronically. Executive Officers – The following Executive Officers have been elected by the Board of Directors.
This results in the development of new advanced air separation, hydrogen, synthesis gas, natural gas, adsorption and chemical process technologies; novel clean energy and carbon management solutions; as well as the frequent introduction of new industrial gas applications.
This results in the development of new advanced air separation, hydrogen, synthesis gas, natural gas, adsorption and chemical process technologies; novel clean energy and carbon management solutions; as well as the frequent introduction of new industrial gas applications. Research and 5 Table of Contents development is primarily conducted in Pullach, Germany, Tonawanda, New York, Burr Ridge, Illinois and Shanghai, China.
In recent years, he has held leadership positions including Business President, Region Europe South from 2019 to 2020, and President, Praxair Canada Inc. from 2013 to 2019. Kelcey E. Hoyt, 54, became the Chief Accounting Officer of Linde in October 2018. Prior to this, she served as Vice President and Controller of Praxair, Inc. beginning in August 2016.
In recent years, he has held leadership positions including Business President, Region Europe South from 2019 to 2020, and President, Praxair Canada Inc. from 2013 to 2019. Kelcey E. Hoyt, 55, was appointed Senior Vice President of Accounting, Financial Planning & Analysis, and Sustainability in April 2024 and has served as the Chief Accounting Officer of Linde since October 2018.
Prior to becoming Controller, she served as Praxair’s Director of Investor Relations since 2010. She joined Praxair in 2002 and served as Director of Corporate Accounting and SEC Reporting through 2008, and later served as Controller for various divisions within Praxair’s North American Industrial Gas business. Previously, she was in audit at KPMG, LLP.
She joined Praxair in 2002 and served as Director of Corporate Accounting and SEC Reporting through 2008, and later served as Controller for various divisions within Praxair’s North American Industrial Gas business. Prior to joining Praxair, she was in audit at KPMG, LLP. Juergen Nowicki, 61, was appointed Executive Vice President and CEO, Linde Engineering in April 2020.
Strauss, 65, has been Executive Vice President and Chief Human Resources Officer since 2022. From 2018 to 2021, he was Senior Vice President and Chief Human Resources Officer. Mr. Strauss joined Linde in 1990 as an Applications Engineer before being promoted to lead the electronics materials business.
From 2018 to 2021, he was Senior Vice President and Chief Human Resources Officer. Mr. Strauss joined Linde in 1990 as an Applications Engineer before being promoted to lead the electronics materials business. From 2000 to 2013, he served as the General Manager for Linde Advanced Material Technologies Inc. (formerly “Praxair Surface Technologies, Inc.”).
White, 51, became Executive Vice President and Chief Financial Officer of Linde in October 2018. He previously served as the Senior Vice President and Chief Financial Officer of Praxair, Inc. since January 1, 2014. Prior to this, Mr. White was President of Praxair Canada from 2011 to 2013.
He previously served as the Senior Vice President and Chief Financial Officer of Praxair, Inc. since January 1, 2014. Prior to this, Mr. White was President of Praxair Canada from 2011 to 2013. He joined Praxair in 2004 as finance director for the company’s largest business unit, North American Industrial Gases.
Hydrogen is produced from a range of feedstocks using an array of different technologies. Despite hydrogen being an invisible molecule, colors are often used to designate and differentiate between the production processes used to produce the molecule.
Hydrogen is produced from a range of different feedstocks using a wide portfolio of technologies. Today, carbon intensity is used to designate and differentiate between the production processes and the respective feedstocks used to produce the molecule.
Research and development is primarily conducted in Pullach, Germany, Tonawanda, New York, Burr Ridge, Illinois and Shanghai, China. 5 Table of Contents Patents and Trademarks – Linde owns or licenses a large number of patents that relate to a wide variety of products and processes. Linde’s patents expire at various times over the next 20 years.
Patents and Trademarks – Linde owns or licenses a large number of patents that relate to a wide variety of products and processes. Linde’s patents expire at various times over the next 20 years.
Using air as its raw material, Linde produces oxygen, nitrogen and argon through several air separation processes of which cryogenic air separation is the most prevalent. Rare gases, such as krypton, neon and xenon, are also produced through cryogenic air separation.
Using ambient air as feedstock, Linde produces oxygen, nitrogen and argon through several air separation processes of which cryogenic air separation is the most prevalent. Linde is the market leader in the field of non-cryogenic air separation technologies for the production of industrial gases. As part of this process Linde also produces rare gases, such as krypton, neon, and xenon.
Juergen Nowicki, 60, was appointed Executive Vice President and CEO, Linde Engineering in April 2020. Prior to this, he was Senior Vice President, Commercial, Linde Engineering. Mr. Nowicki joined Linde in 1991 as an Internal Auditor and held various positions in Finance and Controlling.
Prior to this, he was Senior Vice President, Commercial, Linde Engineering. Mr. Nowicki joined Linde in 1991 as an Internal Auditor and held various positions in Finance and Controlling. In 2002, he was appointed CFO Linde Gas North America, USA, and was named Head of Finance and Control for The Linde Group in 2006.
Blue hydrogen is produced by capturing the carbon emissions from the hydrogen plant and either utilizing them in a way that stops them from being emitted or sequestering them in the subsurface for the long term. Green hydrogen is produced by electrolysis using renewable energy or from the steam methane reforming of biomethane.
Low-carbon (blue) hydrogen is produced primarily from methane, by capturing carbon emissions from a hydrogen production plant and sequestering them subsurface for the long term. Renewable (green) hydrogen is produced by electrolysis using renewable energy and water as feedstock.
From 2000 to 2013, he served as the General Manager for Linde Advanced Material Technologies Inc. (formerly “Praxair Surface Technologies, Inc.”). In 2013, he became Vice President of Safety, Health and Environment before being named Chief Human Resources Officer of Praxair, Inc., a position he held from 2016 until 2018. Matthew J.
In 2013, he became Vice President of Safety, Health and Environment before being named Chief Human Resources Officer of Praxair, Inc., a position he held from 2016 until 2018. 7 Table of Contents Matthew J. White, 52, became Executive Vice President and Chief Financial Officer of Linde in October 2018.
Linde also invests in professional development of its employees through formal and on-the-job training. As of December 31, 2023, Linde had 66,323 employees worldwide comprised of approximately 28 percent women and 72 percent men.
In addition, annually managers have the ability to grant leadership equity awards under the Long Term Incentive Plan to certain eligible employees. Linde also invests in professional development of its employees through formal and on-the-job training. As of December 31, 2024, Linde had 65,289 employees worldwide comprised of approximately 28 percent women and 72 percent men.
These technologies open important new markets and optimize production capacity for the company by lowering the cost of supplying industrial gases. These technologies include proprietary vacuum pressure swing adsorption (“VPSA”) and membrane separation to produce gaseous oxygen and nitrogen, respectively. Process gases, including carbon dioxide, hydrogen, helium, specialty gases and acetylene are produced by methods other than air separation.
These technologies open important new markets and provide customers with opportunities to reduce costs, by increasing their operational efficiencies, including vacuum pressure swing adsorption (“VPSA”) and membrane separation technology to produce gaseous oxygen and nitrogen on-site. Process gases, including hydrogen, helium, carbon dioxide, carbon monoxide, specialty gases and acetylene are produced by other production methods.
The global head of Human Resources reports to the Chief Executive Officer ("CEO"). A global leader of Diversity, Equity and Inclusion reports to the head of Human Resources. Linde has aligned diversity and inclusion with its business strategies and implemented diversity action planning into business process and performance management.
The global head of Human Resources reports to the Chief Executive Officer ("CEO"). Linde has aligned inclusion as a core value with its business strategies and implemented inclusive workforce development planning into business process and performance management. Advancing inclusivity is a line management responsibility and Linde seeks competitive advantage through proactive management of its talent pipeline and recruiting processes.
Most carbon dioxide is purchased from by-product sources, including chemical plants, refineries and industrial processes or is recovered from carbon dioxide wells. Carbon dioxide is processed in Linde’s plants to produce commercial and food-grade carbon dioxide. Helium is sourced from certain helium-rich natural gas streams in the United States, with additional supplies being acquired from outside the United States.
Most carbon dioxide comes as an industrial by-product, that is sourced from chemical plants, refineries and other processes or is recovered from natural carbon dioxide sources. Raw carbon dioxide is processed and purified in Linde’s plants to produce commercial and food-grade carbon dioxide.
The majority of hydrogen currently produced by Linde is what is termed gray hydrogen and is derived from natural gas or methane, using steam methane reformation technology. Linde has multiple technologies to produce blue and green hydrogen, which are both considered types of clean energy.
The majority of conventional hydrogen currently produced by Linde is derived from natural gas or methane, using steam methane reformation (SMR) or auto-thermal reforming (ATR) technology. Linde has a range of technologies to produce low-carbon hydrogen from fossil feedstocks, or renewable hydrogen from renewable energy (non-fossil feedstock). Both products are considered sources of clean energy.
Low carbon intensity, high-purity hydrogen is also produced by purifying and recovering by-product hydrogen sources from the chemical and petrochemical industries. Carbon monoxide can be produced by either steam methane reforming or auto-thermal reforming of natural gas or other feed streams such as naphtha.
Other sources of low-carbon hydrogen are existing chemical and petrochemical processes, out of which Linde recovers hydrogen for subsequent treatment and cleaning to achieve ultra-high purity levels. Carbon monoxide can be produced by either steam methane reforming (SMR) or auto-thermal reforming (ATR) of natural gas or other feedstock such as naphtha, a by-product in the petrochemical industry.
These distribution methods are often integrated, with products from all three supply modes coming from the same plant.
Industrial Gases Distribution There are three basic distribution methods for industrial gases: (i) on-site or tonnage; (ii) merchant or bulk liquid; and (iii) packaged or cylinder gases. These distribution methods are often integrated, with products from all three supply modes coming from the same plant.
Diversity, equity and inclusion are line management responsibilities and Linde seeks competitive advantage through proactive management of its talent pipeline and recruiting processes. Linde provides equal employment opportunity, and recruits, hires, promotes and compensates people based solely on their performance and ability. Employees receive a competitive salary and variable compensation components based on performance and job level.
Linde provides equal employment opportunity, and recruits, hires, promotes and compensates people based solely on their performance and ability. Employees receive a competitive salary and variable compensation components based on performance and job level. Linde has collective bargaining agreements with unions at numerous locations throughout the world.
As a pioneer in the industrial gases industry, Linde is a leader in developing a wide range of proprietary and patented applications and supply systems technology. Linde also led the development and commercialization of non-cryogenic air separation technologies for the production of industrial gases.
As a pioneer and leader in industrial gases, Linde is continuously developing a wide range of proprietary and patented applications and technologies to produce, store, distribute and increase usage of its gases.
The total professional workforce is comprised of approximately 29 percent women and 71 percent men. 6 Table of Contents Environment – Information required by this item is incorporated herein by reference to the section captioned “Management’s Discussion and Analysis – Environmental Matters” in Item 7 of this 10-K.
The total professional workforce is comprised of approximately 29 percent women and 71 percent men.
Removed
Acetylene is primarily sourced as a chemical by-product, but may also be produced from calcium carbide and water. Industrial Gases Distribution There are three basic distribution methods for industrial gases: (i) on-site or tonnage; (ii) merchant or bulk liquid; and (iii) packaged or cylinder gases.
Added
Helium is sourced from certain helium-rich natural gas streams in the United States, with additional supplies being acquired from outside the United States. Acetylene is primarily sourced as a chemical by-product, but may also be produced from calcium carbide and water.
Removed
In addition, annually managers have the ability to grant leadership awards under the Long Term Incentive Plan to certain eligible employees. 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.
Added
Investors may also access from the company website other investor information such as press releases and presentations. Information on the company’s website is not incorporated by reference herein.
Removed
Executive Officers – The following Executive Officers have been elected by the Board of Directors and serve at the pleasure of the Board. It is expected that the Board will elect officers annually following each annual meeting of shareholders. Sanjiv Lamba, 59, was appointed Chief Executive Officer of Linde effective March 1, 2022.
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Prior to this, she served as Vice President and Controller of Praxair, Inc. beginning in August 2016. Prior to becoming Controller, she served as Praxair’s Director of Investor Relations beginning in 2010.
Removed
In 2002, he was appointed CFO Linde Gas North America, USA, and was named Head of Finance and Control for The Linde Group in 2006. Nowicki assumed the role of Managing Director, Linde Engineering in 2011. John Panikar, 56, was appointed Executive Vice President, APAC of Linde effective in January 2021.
Added
Nowicki assumed the role of Managing Director, Linde Engineering in 2011. Binod Patwari, 54, was appointed Senior Vice President of Linde APAC in November 2024. Prior to this, he served as Managing Director of Region South Pacific. Mr.
Removed
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.
Added
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.
Removed
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. Oliver Pfann, 55, was appointed Senior Vice President, EMEA effective September 1, 2023.
Removed
He joined Praxair in 2004 as finance director for the company’s largest business unit, North American Industrial Gases. In 2008, he became Vice President and Controller of Praxair, Inc., then was named Vice President and Treasurer in 2010.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

17 edited+1 added−3 removed65 unchanged
Biggest changeA change in Linde’s tax residency could have a negative effect on the company’s future profitability and may trigger taxes on dividends or exit charges. If Linde ceases to be resident in the U.K. and becomes resident in another jurisdiction, it may be subject to U.K. exit charges, and/or could become liable for additional tax charges in the other jurisdiction.
Biggest changeIf Linde ceases to be resident in the U.K. and becomes resident in another jurisdiction, it may be subject to U.K. exit charges, and/or could become liable for additional tax charges in the other jurisdiction. If Linde were to be treated as resident in more than one jurisdiction, it could be subject to duplicative taxation.
For carbon dioxide, carbon monoxide, helium, hydrogen and specialty gases, raw materials are largely purchased from outside sources. Where feasible, Linde sources several of these raw materials, including carbon dioxide, hydrogen and calcium carbide, as chemical or industrial byproducts.
For hydrogen, helium, carbon dioxide, carbon monoxide, and specialty gases, raw materials are largely purchased from outside sources. Where feasible, Linde sources several of these raw materials, including hydrogen, carbon dioxide, and calcium carbide, as chemical or industrial byproducts.
Although historically Linde has been successful with its acquisition strategy and execution, the areas where Linde may face risks include: • the need to implement or remediate controls, procedures and policies appropriate for a larger public company at companies that prior to the acquisition lacked these controls, procedures and policies; • diversion of management time and focus from operating existing business to acquisition integration challenges; 11 Table of Contents • cultural challenges associated with integrating employees from the acquired company into the existing organization; • the need to integrate each company’s accounting, management information, human resources and other administrative systems to permit effective management; • difficulty with the assimilation of acquired operations and products; • failure to achieve targeted synergies and cost reductions; and • inability to retain key employees and business relationships of acquired companies.
Although historically Linde has been successful with its acquisition strategy and execution, the areas where Linde may face risks include: • the need to implement or remediate controls, procedures and policies appropriate for a larger public company at companies that prior to the acquisition lacked these controls, procedures and policies; • diversion of management time and focus from operating existing business to acquisition integration challenges; • cultural challenges associated with integrating employees from the acquired company into the existing organization; • the need to integrate each company’s accounting, management information, human resources and other administrative systems to permit effective management; • difficulty with the assimilation of acquired operations and products; • failure to achieve targeted synergies and cost reductions; and 10 Table of Contents • inability to retain key employees and business relationships of acquired companies.
If Linde’s research and 10 Table of Contents development activities do not keep pace with competitors or if Linde does not create new technologies that benefit customers, future results of operations could be adversely affected. Risks related to pension benefit plans may adversely impact Linde’s results of operations and cash flows.
If Linde’s research and 9 Table of Contents development activities do not keep pace with competitors or if Linde does not create new technologies that benefit customers, future results of operations could be adversely affected. Risks related to pension benefit plans may adversely impact Linde’s results of operations and cash flows.
If Linde fails to comply with laws governing the conduct of international operations, Linde may be subject to criminal and civil penalties and other remedial measures, which could materially adversely affect its reputation, business and results of operations. 12 Table of Contents The outcome of litigation or governmental investigations may adversely impact the company’s business or results of operations.
If Linde fails to comply with laws governing the conduct of international operations, Linde may be subject to criminal and civil penalties and other remedial measures, which could materially adversely affect its reputation, business and results of operations. The outcome of litigation or governmental investigations may adversely impact the company’s business or results of operations.
Currency exchange rate fluctuations and other related risks may adversely affect Linde's results. Because a significant portion of Linde's revenue is denominated in currencies other than its reporting currency, the U.S. dollar, changes in exchange rates will produce fluctuations in revenue, costs and earnings and may also affect the book value of assets and liabilities and related equity.
Because a significant portion of Linde's revenue is denominated in currencies other than its reporting currency, the U.S. dollar, changes in exchange rates will produce fluctuations in revenue, costs and earnings and may also affect the book value of assets and liabilities and related equity.
If the IRS successfully asserted such a position or the law were to change, significant adverse tax consequences may result for Linde, the company and Linde’s shareholders. Changes in tax laws may result in higher tax expense and tax payments.
If the IRS successfully asserted such a position or the law were to change, significant adverse tax consequences may result for Linde, the company and Linde’s shareholders. 12 Table of Contents Changes in tax laws may result in higher tax expense and tax payments.
In addition, there is doubt as to whether an Irish court would accept jurisdiction and impose civil liability on Linde or such persons in an original action predicated solely upon the U.S. federal securities laws brought in a court of competent jurisdiction in Ireland against Linde or such member, officer or expert, respectively. 13 Table of Contents Changes in tax laws or policy could adversely impact the company’s financial position or results of operations.
In addition, there is doubt as to whether an Irish court would accept jurisdiction and impose civil liability on Linde or such persons in an original action predicated solely upon the U.S. federal securities laws brought in a court of competent jurisdiction in Ireland against Linde or such member, officer or expert, respectively.
Linde and its subsidiaries are subject to the tax rules and regulations in the U.S., Germany, Ireland, the U.K. and other countries in which they operate. Those tax rules and regulations are subject to change on a prospective or retroactive basis.
Changes in tax laws or policy could adversely impact the company’s financial position or results of operations. Linde and its subsidiaries are subject to the tax rules and regulations in the U.S., Germany, Ireland, the U.K. and other countries in which they operate. Those tax rules and regulations are subject to change on a prospective or retroactive basis.
Potential product defects or inadequate customer care may adversely impact Linde’s business or results of operations. Risks associated with products and services may result in potential liability claims, the loss of customers or damage to Linde’s reputation.
An unfavorable outcome or determination could cause a material adverse impact on the company’s results of operations. 11 Table of Contents Potential product defects or inadequate customer care may adversely impact Linde’s business or results of operations. Risks associated with products and services may result in potential liability claims, the loss of customers or damage to Linde’s reputation.
These events could have an adverse effect on the international operations of Linde in the future by reducing the demand for its products, decreasing the prices at which it can sell its products, reducing the revenue from international operations or otherwise having an adverse effect on its business.
These events could have an adverse effect on the international operations of Linde in the future by reducing the demand for its products, decreasing the prices at which it can sell its products, reducing the revenue from international operations or otherwise having an adverse effect on its business. 8 Table of Contents Currency exchange rate fluctuations and other related risks may adversely affect Linde's results.
Although the company from time to time utilizes foreign exchange 9 Table of Contents 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.
Although the company from time to time utilizes foreign exchange forward contracts to hedge these exposures, its efforts to minimize currency exposure through such hedging transactions may not be successful depending on market and business conditions. As a result, fluctuations in foreign currency exchange rates could adversely affect Linde’s financial condition, results of operations or cash flows.
As a result, fluctuations in foreign currency exchange rates could adversely affect Linde’s financial condition, results of operations or cash flows. Macroeconomic factors may impact Linde’s ability to obtain financing or increase the cost of obtaining financing which may adversely impact Linde’s financial results and/or cash flows.
Macroeconomic factors may impact Linde’s ability to obtain financing or increase the cost of obtaining financing which may adversely impact Linde’s financial results and/or cash flows.
Legal or regulatory judgments or agreed settlements might give rise to expenses which are not covered, or are not fully covered, by insurance benefits and may also lead to negative publicity and reputational damage. An unfavorable outcome or determination could cause a material adverse impact on the company’s results of operations.
Legal or regulatory judgments or agreed settlements might give rise to expenses which are not covered, or are not fully covered, by insurance benefits and may also lead to negative publicity and reputational damage.
An impairment of goodwill or intangible assets could negatively impact the company's financial results. As of December 31, 2023, the net carrying value of goodwill and other indefinite-lived intangible assets was $27 billion and $2 billion, respectively, primarily as a result of the business combination and the related acquisition method of accounting applied to Linde AG.
As of December 31, 2024, the net carrying value of goodwill and other indefinite-lived intangible assets was approximately $26 billion and $2 billion, respectively, primarily as a result of the business combination and the related acquisition method of accounting applied to the 2018 merger between Linde plc's predecessor companies.
The ultimate tax outcome may differ from the amounts recorded in Linde’s or its subsidiaries’ financial statements and may materially affect their respective financial results for the period when such determination is made. 14 Table of Contents ITEM 1B. UNRESOLVED STAFF COMMENTS Not applicable.
Linde and its subsidiaries are subject to audits by taxing authorities in various jurisdictions or other review actions by the relevant financial or tax authorities. The ultimate tax outcome may differ from the amounts recorded in Linde’s or its subsidiaries’ financial statements and may materially affect their respective financial results for the period when such determination is made. ITEM 1B.
In particular, since Linde is currently treated as U.K. tax resident, any potential changes in the tax rules applying to U.K. tax-resident companies would directly affect Linde. This includes the Organization for Economic Cooperation & Development's (“OECD”) framework for a 15% global minimum tax rate (“Pillar Two”).
In particular, since Linde is currently treated as U.K. tax resident, any potential changes in the tax rules applying to U.K. tax-resident companies would directly affect Linde. A change in Linde’s tax residency could have a negative effect on the company’s future profitability and may trigger taxes on dividends or exit charges.
Removed
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.
Added
An impairment of goodwill or intangible assets could negatively impact the company's financial results.
Removed
If Linde were to be treated as resident in more than one jurisdiction, it could be subject to duplicative taxation.
Removed
Linde and its subsidiaries are subject to audits by taxing authorities in various jurisdictions or other review actions by the relevant financial or tax authorities.

Item 2. Properties

Properties — owned and leased real estate

5 edited+1 added−1 removed2 unchanged
Biggest changeAmericas 15 Table of Contents The Americas segment operates production facilities primarily in the U.S., Canada, Mexico and Brazil, approximately 350 of which are mainly cryogenic air separation plants, hydrogen plants and carbon dioxide plants. There are five major pipeline complexes in North America located in northern Indiana, Houston, along the Gulf Coast of Texas, Detroit and Louisiana.
Biggest changeGenerally, these facilities are utilized and are sufficient to meet the company's manufacturing needs. 13 Table of Contents Americas The Americas segment operates production facilities primarily in the U.S., Canada, Mexico and Brazil, approximately 350 of which are mainly cryogenic air separation plants, hydrogen plants and carbon dioxide plants.
Also located throughout the Americas are noncryogenic air separation plants, packaged gas facilities and other smaller plant facilities. EMEA The EMEA segment has production facilities primarily in Germany, the U.K., Eastern Europe, France, Sweden and the Republic of South Africa which include approximately 275 cryogenic air separation plants and carbon dioxide plants.
EMEA The EMEA segment has production facilities primarily in Germany, the U.K., Eastern Europe, France, Sweden and the Republic of South Africa which include approximately 275 cryogenic air separation plants and carbon dioxide plants. Also located throughout Europe are noncryogenic air separation plants, pipelines, hydrogen, packaged gas facilities and other smaller plant facilities.
Also located throughout Europe are noncryogenic air separation plants, pipelines, hydrogen, packaged gas facilities and other smaller plant facilities. APAC The APAC segment has production facilities located primarily in China, Australia, India, South Korea and Thailand, approximately 230 of which are cryogenic air separation plants and carbon dioxide plants.
APAC The APAC segment has production facilities located primarily in China, Australia, India, South Korea and Thailand, approximately 230 of which are cryogenic air separation plants and carbon dioxide plants. Also located throughout Asia are noncryogenic air separation plants, pipelines, hydrogen, packaged gas and other production facilities.
Also located throughout Asia are noncryogenic air separation plants, pipelines, hydrogen, packaged gas and other production facilities. Engineering The Engineering business designs and constructs turnkey process plants for third-party customers as well as for the gases businesses in many locations worldwide, such as air separation, hydrogen, synthesis, olefin and natural gas plants.
Engineering The Engineering business designs and constructs turnkey process plants for third-party customers as well as for the gases businesses in many locations worldwide, such as air separation, hydrogen, synthesis, olefin and natural gas plants. Plant components are produced in owned factories in Tacherting, Germany; Hesingue, France; New York and Oklahoma, United States; and Dalian, China.
No significant portion of these assets was leased at December 31, 2023. Generally, these facilities are utilized and are sufficient to meet the company's manufacturing needs.
No significant portion of these assets was leased at December 31, 2024.
Removed
Plant components are produced in owned factories in Tacherting, Germany; Hesingue, France; New York and Oklahoma, United States; and Dalian, China.
Added
There are five major pipeline complexes in North America located in northern Indiana, Houston, along the Gulf Coast of Texas, Detroit and Louisiana. Also located throughout the Americas are noncryogenic air separation plants, packaged gas facilities and other smaller plant facilities.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePurchases of Equity Securities – Certain information rega rding 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, 2023 is provided below: Period Total Number of Shares Purchased (Thousands) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Programs (1) (Thousands) Approximate Dollar Value of Shares that May Yet be Purchased Under the Programs (2) (Millions) October 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 (1) On February 28, 2022 the company's board of directors approved the repurchase of $10.0 billion of its ordinary shares ("2022 program") which could take place from time to time on the open market (and could include the use of 10b5-1 trading plans), subject to market and business conditions.
Biggest changePurchases of Equity Securities – Certain information rega rding purchases made by or on behalf of the company or any affiliated purchaser (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended) of its ordinary shares during the three months ended December 31, 2024 is provided below: Period Total Number of Shares Purchased (Thousands) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Programs (1) (Thousands) Approximate Dollar Value of Shares that May Yet be Purchased Under the Programs (2) (Millions) October 2024 354 $ 473.37 354 $ 13,083 November 2024 1,797 $ 453.35 1,797 $ 12,269 December 2024 817 $ 442.94 817 $ 11,907 Fourth Quarter 2024 2,968 $ 452.87 2,968 $ 11,907 (1) On October 23, 2023, the company's board of directors approved the repurchase of $15 billion of its ordinary shares ("2023 program") which could take place from time to time on the open market (and could include the use of 10b5-1 trading plans), subject to market and business conditions.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Linde plc shares trade on the Nasdaq Stock Market LLC (“Nasdaq”) under the ticker symbol “LIN”. At December 31, 2023 there were 6,596 shareholders of record.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Linde plc shares trade on the Nasdaq Stock Market LLC (“Nasdaq”) under the ticker symbol “LIN”. At December 31, 2024 there were 6,151 shareholders of record.
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. (2) As of December 31, 2023, the company repurchased $8.6 billion of its ordinary shares pursuant to the 2022 program.
The 2023 program began on October 23, 2023 14 Table of Contents and will terminate on the earlier of the date as the maximum authority under the 2023 program is reached or the board terminates the 2023 program. (2) As of December 31, 2024, the company repurchased $3.1 billion of its ordinary shares pursuant to the 2023 program.
As of December 31, 2023, $1.4 billion and $15 billion of share repurchases remain authorized under the 2022 and 2023 programs, respectively. 17 Table of Contents Peer Performance Table – The graph below compares the most recent five-year cumulative returns of Linde's ordinary shares with those of the Standard & Poor’s 500 Index ("SPX") and the S5 Materials Index ("S5MATR") which covers 28 companies, including Linde.
As of December 31, 2024, $11.9 billion of share repurchases remain authorized under the 2023 program. Peer Performance Table – The graph below compares the most recent five-year cumulative returns of Linde's ordinary shares with those of the Standard & Poor’s 500 Index ("SPX") and the S5 Materials Index ("S5MATR") which covers 28 companies, including Linde.
The figures assume an initial investment of $100 on December 31, 2018 and that all dividends have been reinvested. 2018 2019 2020 2021 2022 2023 LIN $100 $139 $175 $234 $223 $285 SPX $100 $131 $156 $200 $164 $207 S5MATR $100 $125 $150 $191 $168 $189
The figures assume an initial investment of $100 on December 31, 2019 and that all dividends have been reinvested. 2019 2020 2021 2022 2023 2024 LIN $100 $126 $168 $161 $205 $211 SPX $100 $118 $152 $125 $158 $197 S5MATR $100 $121 $154 $135 $152 $152
Removed
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.
Removed
The 2022 program has a maximum repurchase amount of 15% of outstanding shares, beginning on March 1, 2022 and expires on July 31, 2024.
Removed
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.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

120 edited+12 added−18 removed65 unchanged
Biggest changeAdjusted Amounts (Dollar amounts in millions, except per share data) Year Ended December 31, 2023 2022 Adjusted Operating Profit and Operating Margin Reported operating profit $ 8,024 $ 5,369 Add: Other charges (a) 40 1,029 Add: Purchase accounting impacts - Linde AG (c) 1,006 1,506 Total adjustments 1,046 2,535 Adjusted operating profit $ 9,070 $ 7,904 Reported percentage change 49 % Adjusted percentage change 15 % Reported sales $ 32,854 $ 33,364 Reported operating margin 24.4 % 16.1 % Adjusted operating margin 27.6 % 23.7 % Adjusted Depreciation and amortization Reported depreciation and amortization $ 3,816 $ 4,204 Less: Purchase accounting impacts - Linde AG (c) (991) (1,481) Adjusted depreciation and amortization $ 2,825 $ 2,723 Adjusted Other Income (Expense) - net Reported Other Income (Expense) - net $ (41) $ (62) Add: Purchase accounting impacts - Linde AG (c) (15) (25) Adjusted Other Income (Expense) - net $ (26) $ (37) Adjusted Net Pension and OPEB Cost (Benefit), Excluding Service Cost Reported net pension and OPEB cost (benefit), excluding service cost $ (164) $ (237) Add: Pension settlement charges (16) (6) Adjusted Net Pension and OPEB cost (benefit), excluding service costs $ (180) $ (243) Adjusted Interest Expense - Net Reported interest expense - net $ 200 $ 63 Add: Purchase accounting impacts - Linde AG (c) 16 35 Adjusted interest expense - net $ 216 $ 98 40 Table of Contents Adjusted Income Taxes (a) Reported income taxes $ 1,814 $ 1,434 Add: Purchase accounting impacts - Linde AG (c) 232 374 Add: Pension settlement charges 3 1 Add: Other charges (a) 81 136 Total adjustments 316 511 Adjusted income taxes $ 2,130 $ 1,945 Adjusted Effective Tax Rate (a) Reported income before income taxes and equity investments $ 7,988 $ 5,543 Add: Pension settlement charge 16 6 Add: Purchase accounting impacts - Linde AG (c) 990 1,471 Add: Other charges (a) 40 1,029 Total adjustments 1,046 2,506 Adjusted income before income taxes and equity investments $ 9,034 $ 8,049 Reported Income taxes $ 1,814 $ 1,434 Reported effective tax rate 22.7% 25.9% Adjusted income taxes $ 2,130 $ 1,945 Adjusted effective tax rate 23.6% 24.2% Income from Equity Investments Reported income from equity investments $ 167 $ 172 Add: Purchase accounting impacts - Linde AG (c) 72 75 Total adjustments 72 75 Adjusted income from equity investments $ 239 $ 247 Adjusted Noncontrolling Interests Reported noncontrolling interests $ (142) $ (134) Add: Purchase accounting impacts - Linde AG (c) (12) (22) Adjusted noncontrolling interests $ (154) $ (156) Adjusted Net Income - Linde plc (b) Reported net income $ 6,199 $ 4,147 Add: Pension settlement charge 13 5 Add: Other charges (a) (41) 893 Add: Purchase accounting impacts - Linde AG (c) 818 1,150 Total adjustments 790 2,048 Adjusted net income - Linde plc $ 6,989 $ 6,195 Adjusted Diluted EPS (b) Reported diluted EPS $ 12.59 $ 8.23 Add: Pension settlement charge 0.03 0.01 Add: Other charges (a) (0.08) 1.77 41 Table of Contents Add: Purchase accounting impacts - Linde AG (c) 1.66 2.28 Total adjustments 1.61 4.06 Adjusted diluted EPS $ 14.20 $ 12.29 Reported percentage change 53 % Adjusted percentage change 16 % Adjusted EBITDA and % of Sales Net Income - Linde plc $ 6,199 $ 4,147 Add: Noncontrolling interests 142 134 Add: Net pension and OPEB cost (benefit), excluding service cost (164) (237) Add: Interest expense 200 63 Add: Income taxes 1,814 1,434 Add: Depreciation and amortization 3,816 4,204 EBITDA 12,007 9,745 Add: Other charges (a) 40 1,029 Add: Purchase accounting impacts - Linde AG (c) 86 99 Total adjustments 126 1,128 Adjusted EBITDA $ 12,133 $ 10,873 Reported sales $ 32,854 $ 33,364 % of sales EBITDA 36.5 % 29.2 % Adjusted EBITDA 36.9 % 32.6 % (a) The income tax expense (benefit) on the non-GAAP pre-tax adjustments was determined using the applicable tax rates for the jurisdictions that were utilized in calculating the GAAP income tax expense (benefit) and included both current and deferred income tax amounts.
Biggest changeAdjusted Amounts (Dollar amounts in millions, except per share data) Year Ended December 31, 2024 2023 Adjusted Operating Profit and Operating Margin Reported operating profit $ 8,635 $ 8,024 Add: Cost reduction program and other charges 145 40 Add: Purchase accounting impacts - Linde AG (c) 940 1,006 Total adjustments 1,085 1,046 Adjusted operating profit $ 9,720 $ 9,070 Reported percentage change 8 % Adjusted percentage change 7 % Reported sales $ 33,005 $ 32,854 Reported operating margin 26.2 % 24.4 % Adjusted operating margin 29.5 % 27.6 % Adjusted Depreciation and amortization Reported depreciation and amortization $ 3,780 $ 3,816 Less: Purchase accounting impacts - Linde AG (c) (923) (991) Adjusted depreciation and amortization $ 2,857 $ 2,825 Adjusted Other Income (Expense) - net Reported Other Income (Expense) - net $ 185 $ (41) Add: Purchase accounting impacts - Linde AG (c) (17) (15) Adjusted Other Income (Expense) - net $ 202 $ (26) Adjusted Net Pension and OPEB Cost (Benefit), Excluding Service Cost Reported net pension and OPEB cost (benefit), excluding service cost $ (190) $ (164) Add: Pension settlement charges (10) (16) Adjusted Net Pension and OPEB cost (benefit), excluding service costs $ (200) $ (180) Adjusted Interest Expense - Net Reported interest expense - net $ 256 $ 200 Add: Purchase accounting impacts - Linde AG (c) 3 16 Adjusted interest expense - net $ 259 $ 216 35 Table of Contents (Dollar amounts in millions, except per share data) Year Ended December 31, 2024 2023 Adjusted Income Taxes (a) Reported income taxes $ 2,002 $ 1,814 Add: Purchase accounting impacts - Linde AG (c) 220 232 Add: Pension settlement charges 2 3 Add: Cost reduction program and other charges 36 81 Total adjustments 258 316 Adjusted income taxes $ 2,260 $ 2,130 Adjusted Effective Tax Rate (a) Reported income before income taxes and equity investments $ 8,569 $ 7,988 Add: Pension settlement charge 10 16 Add: Purchase accounting impacts - Linde AG (c) 937 990 Add: Cost reduction program and other charges 145 40 Total adjustments 1,092 1,046 Adjusted income before income taxes and equity investments $ 9,661 $ 9,034 Reported Income taxes $ 2,002 $ 1,814 Reported effective tax rate 23.4% 22.7% Adjusted income taxes $ 2,260 $ 2,130 Adjusted effective tax rate 23.4% 23.6% Income from Equity Investments Reported income from equity investments $ 170 $ 167 Add: Purchase accounting impacts - Linde AG (c) 72 72 Adjusted income from equity investments $ 242 $ 239 Adjusted Noncontrolling Interests Reported noncontrolling interests $ (172) $ (142) Add: Purchase accounting impacts - Linde AG (c) (12) (12) Add: Cost reduction program and other charges 16 — Total adjustments 4 (12) Adjusted noncontrolling interests $ (168) $ (154) Adjusted Net Income - Linde plc (b) Reported net income $ 6,565 $ 6,199 Add: Pension settlement charge 8 13 Add: Cost reduction program and other charges 125 (41) Add: Purchase accounting impacts - Linde AG (c) 777 818 Total adjustments 910 790 Adjusted net income - Linde plc $ 7,475 $ 6,989 Adjusted Diluted EPS (b) Reported diluted EPS $ 13.62 $ 12.59 36 Table of Contents (Dollar amounts in millions, except per share data) Year Ended December 31, 2024 2023 Add: Pension settlement charge 0.02 0.03 Add: Cost reduction program and other charges 0.26 (0.08) Add: Purchase accounting impacts - Linde AG (c) 1.61 1.66 Total adjustments 1.89 1.61 Adjusted diluted EPS $ 15.51 $ 14.20 Reported percentage change 8 % Adjusted percentage change 9 % Adjusted EBITDA and % of Sales Net Income - Linde plc $ 6,565 $ 6,199 Add: Noncontrolling interests 172 142 Add: Net pension and OPEB cost (benefit), excluding service cost (190) (164) Add: Interest expense 256 200 Add: Income taxes 2,002 1,814 Add: Depreciation and amortization 3,780 3,816 EBITDA 12,585 12,007 Add: Cost reduction program and other charges 145 40 Add: Purchase accounting impacts - Linde AG (c) 89 86 Total adjustments 234 126 Adjusted EBITDA $ 12,819 $ 12,133 Reported sales $ 33,005 $ 32,854 % of sales EBITDA 38.1 % 36.5 % Adjusted EBITDA as a % of Sales 38.8 % 36.9 % (a) The income tax expense (benefit) on the non-GAAP pre-tax adjustments was determined using the applicable tax rates for the jurisdictions that were utilized in calculating the GAAP income tax expense (benefit) and included both current and deferred income tax amounts.
Insurance Linde purchases insurance to limit a variety of property and casualty risks, including those related to property, business interruption, third-party liability and workers’ compensation. Currently, the company self retains up to $10 million per occurrence for vehicle liability in the United States, $5 million per occurrence for workers' compensation and general liability.
Insurance Linde purchases insurance to limit a variety of property and casualty risks, including those related to property, business interruption, third-party liability and workers’ compensation. Currently, the company self retains up to $10 million per occurrence for vehicle liability in the United States and $5 million per occurrence for workers' compensation and general liability.
(c) The company believes that its non-GAAP measures excluding Purchase accounting impacts - Linde AG are useful to investors because: (i) the business combination was a merger of equals in an all-stock merger transaction, with no cash consideration, (ii) the company is managed on a geographic basis and the results of certain geographies are more heavily impacted by purchase accounting than others, causing results that are not comparable at the reportable segment level, therefore, the impacts of purchasing accounting adjustments to each segment vary and are not comparable within the company and when compared to other companies in similar regions, (iii) business management is evaluated and variable compensation is determined based on results excluding purchase accounting impacts, and; (iv) it is important to investors and analysts to understand the purchase accounting impacts to the financial statements.
(c) The company believes that its non-GAAP measures excluding Purchase accounting impacts - Linde AG are useful to investors because: (i) the 2018 business combination was a merger of equals in an all-stock merger transaction, with no cash consideration, (ii) the company is managed on a geographic basis and the results of certain geographies are more heavily impacted by purchase accounting than others, causing results that are not comparable at the reportable segment level, therefore, the impacts of purchasing accounting adjustments to each segment vary and are not comparable within the company and when compared to other companies in similar regions, (iii) business management is evaluated and variable compensation is determined based on results excluding purchase accounting impacts, and; (iv) it is important to investors and analysts to understand the purchase accounting impacts to the financial statements.
Linde continuously seeks opportunities to optimize energy use and GHG emissions through research and development in customer applications and rigorous operational energy efficiency, sourcing low-carbon source energy, and purchasing hydrogen as a chemical byproduct where feasible. Linde tracks GHG emission performance versus targets and reports regularly to business management and annually to Linde's Board of Directors.
Linde continuously seeks opportunities to optimize energy use and GHG emissions through research and development in customer applications and operational energy efficiency, sourcing low-carbon source energy, and purchasing hydrogen as a chemical byproduct where feasible. Linde tracks GHG emission performance versus targets and reports regularly to business management and annually to Linde's Board of Directors.
The Sustainability Committee is responsible for oversight of the Company's programs, policies and strategies related to environmental matters, including climate change, greenhouse gas reduction goals and decarbonization solutions, such as clean energy and carbon management. At the same time, external factors may provide Linde with future business opportunities.
The Sustainability Committee is responsible for oversight of the Company's programs and policies related to environmental matters, including climate change, greenhouse gas reduction goals and decarbonization solutions, such as clean energy and carbon management. At the same time, external factors may provide Linde with future business opportunities.
Other consists of corporate costs and a few smaller businesses which individually do not meet the quantitative thresholds for separate presentation. The industrial gases product line centers on the manufacturing and distribution of atmospheric gases (oxygen, nitrogen, argon, rare gases) and process gases (carbon dioxide, helium, hydrogen, electronic gases, specialty gases, acetylene).
Other consists of corporate costs and a few smaller businesses which individually do not meet the quantitative thresholds for separate presentation. The industrial gases product line centers on the manufacturing and distribution of atmospheric gases (oxygen, nitrogen, argon, rare gases) and process gases (hydrogen, helium, carbon dioxide, carbon monoxide, electronic gases, specialty gases, acetylene).
The company believes that it has sufficient operating flexibility, cash reserves, and funding sources to maintain adequate amounts of liquidity to meet its business needs around the world. At December 31, 2023, Linde's credit ratings as reported by Standard & Poor’s and Moody’s were A-1 and P-1 for short-term debt, respectively, and A and A2 for long-term debt, respectively.
The company believes that it has sufficient operating flexibility, cash reserves, and funding sources to maintain adequate amounts of liquidity to meet its business needs around the world. At December 31, 2024, Linde's credit ratings as reported by Standard & Poor’s and Moody’s were A-1 and P-1 for short-term debt, respectively, and A and A2 for long-term debt, respectively.
Although the 2023 assessment indicated that it is more likely than not that the fair value of each reporting unit exceeded its carrying value, changes in circumstances or conditions affecting this analysis could have a significant impact on the fair value determination, which could then result in a material impairment charge to the company's results of operations.
Although the 2024 assessment indicated that it is more likely than not that the fair value of each reporting unit exceeded its carrying value, changes in circumstances or conditions affecting this analysis could have a significant impact on the fair value determination, which could then result in a material impairment charge to the company's results of operations.
In addition to these developments in the United States, several other countries worldwide have implemented carbon taxation or trading systems which impact the company and its customers, including regulations in China, Singapore and the European Union. Among other impacts, such regulations are expected to raise the cost of energy, which is a significant cost for Linde.
In addition to these developments in the United States, several other countries worldwide have implemented carbon taxation or trading systems which impact the company and its customers, including regulations in China, Singapore and the European Union. Among other impacts, such regulations are expected to affect the cost of energy, which is a significant cost for Linde.
Nevertheless, Linde's long-term customer contracts routinely provide rights to recover increased electricity, natural gas, and other costs that are incurred by the company as a result of climate change regulation. Linde anticipates continued growth in hydrogen sales due to increased focus on decarbonization projects.
Nevertheless, Linde's long-term customer contracts typically provide rights to recover increased electricity, natural gas, and other costs that are incurred by the company as a result of climate change regulation. Linde anticipates continued growth in hydrogen sales due to increased focus on decarbonization projects.
See Note 13 to the consolidated financial statements. 39 Table of Contents NON-GAAP FINANCIAL MEASURES The following non-GAAP measures are intended to supplement investors’ understanding of the company’s financial information by providing measures which investors, financial analysts and management use to help evaluate the company’s financial leverage and operating performance.
See Note 13 to the consolidated financial statements. 34 Table of Contents NON-GAAP FINANCIAL MEASURES The following non-GAAP measures are intended to supplement investors’ understanding of the company’s financial information by providing measures which investors, financial analysts and management use to help evaluate the company’s financial leverage and operating performance.
For the discussion comparing the years ended December 31, 2022 and 2021, refer to Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Form 10-K for the year ended December 31, 2022. The following table provides summary information for 2023 and 2022.
For the discussion comparing the years ended December 31, 2023 and 2022, refer to Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Form 10-K for the year ended December 31, 2023. The following table provides summary information for 2024 and 2023.
Refer to Note 16 to the consolidated financial stat ements for a summary of the discount rates used to calculate plan liabilities and benefit costs, and to the Retirement Benefits section of the Consolidated Results and Other Information section of this MD&A for a further discussion of 2023 benefit costs.
Refer to Note 16 to the consolidated financial stat ements for a summary of the discount rates used to calculate plan liabilities and benefit costs, and to the Retirement Benefits section of the Consolidated Results and Other Information section of this MD&A for a further discussion of 2024 benefit costs.
The company performs a goodwill impairment test annually as of October 1 or more frequently if events or circumstances indicate that an impairment loss may have been incurred. The impairment test performed during the fourth quarter of 2023 indicated no impairment.
The company performs a goodwill impairment test annually as of October 1 or more frequently if events or circumstances indicate that an impairment loss may have been incurred. The impairment test performed during the fourth quarter of 2024 indicated no impairment.
A 0.50% change in these expected long-term rates of return, with all other assumptions held constant, would change Linde’s pension expense by approximately $44 million. The company has consistently used a market-related value of assets rather than the fair value at the measurement date to determine annual pension expense.
A 0.50% change in these expected long-term rates of return, with all other assumptions held constant, would change Linde’s pension expense by approximately $44 million. 32 Table of Contents The company has consistently used a market-related value of assets rather than the fair value at the measurement date to determine annual pension expense.
Linde continues to develop new applications that can help customers lower emissions by reducing energy consumption and increasing product throughput. Stricter regulation of water quality in emerging economies such as China provide a growing market for a number of gases, e.g., oxygen for wastewater treatment.
Linde 22 Table of Contents continues to develop new applications that can help customers lower emissions by reducing energy consumption and increasing product throughput. Stricter regulation of water quality in emerging economies such as China provide a growing market for a number of gases, e.g., oxygen for wastewater treatment.
Linde management believes the assumptions used in the actuarial calculations are reasonable, reflect the company’s experience and expectations for the future and are within accepted practices in each of the respective 36 Table of Contents geographic locations in which it operates. Actual results in any given year will often differ from actuarial assumptions because of economic and other factors.
Linde management believes the assumptions used in the actuarial calculations are reasonable, reflect the company’s experience and expectations for the future and are within accepted practices in each of the respective geographic locations in which it operates. Actual results in any given year will often differ from actuarial assumptions because of economic and other factors.
Any insurance recoveries for business interruption and for property damages in excess of the net book value of the property are recognized only when realized or pending payments confirmed by its insurance companies. 27 Table of Contents SEGMENT DISCUSSION Linde’s operations consist of two major product lines: industrial gases and engineering.
Any insurance recoveries for business interruption and for property damages in excess of the net book value of the property are recognized only when realized or pending payments confirmed by its insurance companies. SEGMENT DISCUSSION Linde’s operations consist of two major product lines: industrial gases and engineering.
The company maintains a $5 billion and a $1.5 billion unsecured and undrawn revolving credit agreements with no associated financial covenants. No borrowings were outstanding under the credit agreements as of December 31, 2023.
The company maintains a $5 billion and a $1.5 billion unsecured and undrawn revolving credit agreements with no associated financial covenants. No borrowings were outstanding under the credit agreements as of December 31, 2024.
These net deferred investment lo of $952 million wil l be recognized in the calculation of the market-related value of assets ratably over the next four years and will impact future pension expense. Future actual investment gains or losses will impact the market-related value of assets and, therefore, will impact future annual pension expense in a similar manner.
These net deferred investment losses of $713 million wil l be recognized in the calculation of the market-related value of assets ratably over the next four years and will impact future pension expense. Future actual investment gains or losses will impact the market-related value of assets and, therefore, will impact future annual pension expense in a similar manner.
The translation adjustments reflect the impact of translating local currency foreign subsidiary financial statements to U.S. dollars, and are largely driven by the movement of the U.S. dollar against major currencies including the Euro, British pound and the Chinese yuan.
The translation adjustments reflect the impact of translating local currency 21 Table of Contents foreign subsidiary financial statements to U.S. dollars, and are largely driven by the movement of the U.S. dollar against major currencies including the Euro, British pound and the Chinese yuan.
These materials are available on the company’s website, www.linde.com, but are not incorporated herein. 21 Table of Contents CONSOLIDATED RESULTS AND OTHER INFORMATION The discussion that follows includes a comparison of our results of operations and liquidity and capital resources for the years ended December 31, 2023 and 2022.
These materials are available on the company’s website, www.linde.com, but are not incorporated herein. 18 Table of Contents CONSOLIDATED RESULTS AND OTHER INFORMATION The discussion that follows includes a comparison of our results of operations and liquidity and capital resources for the years ended December 31, 2024 and 2023.
Such contingencies are significant and the accounting requires considerable management judgments in analyzing each matter to assess the likely outcome and the need for 38 Table of Contents establishing appropriate liabilities and providing adequate disclosures. Linde believes it records and/or discloses such contingencies as appropriate and has reasonably estimated its liabilities.
Such contingencies are significant and the accounting requires considerable management judgments in analyzing each matter to assess the likely outcome and the need for establishing appropriate liabilities and providing adequate disclosures. Linde believes it records and/or discloses such contingencies as appropriate and has reasonably estimated its liabilities.
Costs Relating to the Protection of the Environment Environmental protection costs in 2023 were not significant. Linde anticipates that future annual environmental protection expenditures will be similar to 2023, subject to any significant changes in existing laws and regulations.
Costs Relating to the Protection of the Environment The environmental protection costs incurred in 2024 were not significant. Linde anticipates that future annual environmental protection expenditures will be similar to 2024, subject to any significant changes in existing laws and regulations.
A 0.50% change in the expected rate of compensation increase, with all other variables held constant, would change Linde’s pension expense by approximately $5 million and would impact the PBO by approximately $50 million.
A 0.50% change in the expected rate of compensation increase, with all other variables held constant, would change Linde’s pension expense by approximately $4 million and would impact the PBO by approximately $33 million.
The sensitivities to each of the key assumptions presented below exclude the impact of special items that occurred during the year. The weighted-average expected long-term rates of return on pension plan assets were 7.00% for U.S. plans and 5.64% for non-U.S. plans at December 31, 2023 (7.00% and 5.60%, respectively at December 31, 2022).
The sensitivities to each of the key assumptions presented below exclude the impact of special items that occurred during the year. The weighted-average expected long-term rates of return on pension plan assets were 7.00% for U.S. plans and 6.02% for non-U.S. plans at December 31, 2024 (7.00% and 5.64%, respectively at December 31, 2023).
Additionally, Linde’s plant design, operations, and risk management teams are 25 Table of Contents engaged to manage and mitigate losses from physical climate change, and the company does not anticipate any material effects regarding its plant operations or business arising from potential physical risks of climate change.
Additionally, Linde’s plant design, operations, and risk management teams are engaged to manage and mitigate losses from physical climate change, and the company does not anticipate material effects regarding its plant operations or business arising from potential physical risks of climate change.
At December 31, 2023, Linde’s enterprise value was approximately $213 billion (outstanding shares multiplied by the year-end stock price plus net debt, and without any control premium) while its total capital was approximately $56 billion.
At December 31, 2024, Linde’s enterprise value was approximately $215 billion (outstanding shares multiplied by the year-end stock price plus net debt, and without any control premium) while its total capital was approximately $56 billion.
The weighted-average expected rate of compensation increase was 3.50% for U.S. plans and 2.58% for non-U.S. plans at December 31, 2023 (3.25% and 2.59%, respectively, at December 31, 2022). The estimated annual compensation increase is determined by management every year and is based on historical trends and market indices.
The weighted-average expected rate of compensation increase was 3.50% for U.S. plans and 2.55% for non-U.S. plans at December 31, 2024 (3.50% and 2.58%, respectively, at December 31, 2023). The estimated annual compensation increase is determined by management every year and is based on historical trends and market indices.
Linde’s industrial gas operations are managed on a geographical basis and in 2023 90% of sales were generated by Linde's three geographic segments (Americas, EMEA and APAC) and the remaining 10% are related largely to the Engineering segment, and to a lesser extent Other (see Note 18 to the consolidated financial statements for operating segment details).
Linde’s industrial gas operations are managed on a geographical basis and in 2024 89% of sales were generated by Linde's three geographic segments (Americas, EMEA and APAC) and the remaining 11% were related largely to the Engineering segment, and to a lesser extent Other (see Note 18 to the consolidated financial statements for operating segment details).
The income tax expense (benefit) on the non-GAAP pre-tax adjustments was determined using the applicable tax rates for the jurisdictions that were utilized in calculating the GAAP income tax expense (benefit) and included both current and deferred income tax amounts.
The income tax expense (benefit) on the non-GAAP pre-tax adjustments was 37 Table of Contents determined using the applicable tax rates for the jurisdictions that were utilized in calculating the GAAP income tax expense (benefit) and included both current and deferred income tax amounts.
A 0.50% reduction in discount rates, with all other variables held constant, would increase Linde’s pension expense by approximately $4 million whereas a 0.50% increase in discount rates would result in a decrease of $3 million.
A 0.50% reduction in discount rates, with all other variables held constant, would increase Linde’s pension expense by approximately $1 million whereas a 0.50% increase in discount rates would result in a decrease of $5 million.
Climate Change Linde operates in jurisdictions that have, or are developing, laws and/or regulations to reduce or mitigate the adverse effects of greenhouse gas ("GHG") emissions and therefore faces a highly uncertain regulatory environment in this area. For example, the U.S.
Climate Change Linde operates in jurisdictions that have, or are developing, laws and/or regulations to reduce or mitigate the adverse effects of greenhouse gas ("GHG") emissions and therefore faces a highly uncertain regulatory environment in this area. Linde continues to evaluate ongoing regulatory changes and assess appropriate response. For example, the U.S.
EMEA (Dollar amounts in millions) Variance Year Ended December 31, 2023 2022 2023 vs. 2022 Sales $ 8,542 $ 8,443 1 % Operating profit $ 2,486 $ 2,013 23 % As a percent of sales 29.1 % 23.8 % 2023 vs. 2022 % Change Factors Contributing to Changes - Sales Volume (4) % Price/Mix 9 % Cost pass-through (3) % Currency 1 % Acquisitions/Divestitures (2) % 1 % 29 Table of Contents The EMEA segment includes Linde's industrial gases operations in approximately 45 European, Middle Eastern and African countries including Germany, the U.K., France, Sweden and the Republic of South Africa.
EMEA (Dollar amounts in millions) Variance Year Ended December 31, 2024 2023 2024 vs 2023 Sales $ 8,352 $ 8,542 (2) % Operating profit $ 2,780 $ 2,486 12 % As a percent of sales 33.3 % 29.1 % 2024 vs 2023 % Change Factors Contributing to Changes - Sales Volume (1) % Price/Mix 3 % Cost pass-through (4) % Currency — % Acquisitions/Divestitures — % (2) % The EMEA segment includes Linde's industrial gases operations in approximately 45 European, Middle Eastern and African countries including Germany, the U.K., France, Sweden and the Republic of South Africa.
As a result of the Russia-Ukraine conflict, Linde deconsolidated its Russian gas and engineering business entities as of June 30, 2022. See Note 3 to the consolidated financial statements. Income Taxes At December 31, 2023, Linde had deferred tax assets of $1,292 million (net of valuation allowances of $176 million), and deferred tax liabilities of $6,815 million.
As a result of the Russia-Ukraine conflict, Linde deconsolidated its Russian gas and engineering business entities as of June 30, 2022. See Note 3 to the consolidated financial statements. Income Taxes At December 31, 2024, Linde had deferred tax assets of $1,289 million (net of valuation allowances of $146 million), and deferred tax liabilities of $6,520 million.
Linde's credit facilities are with major financial institutions and are non-cancelable until maturity. Therefore, the company believes the risk of the financial institutions being unable to make required loans under the credit facilities, if requested, to be low. Linde’s major bank credit and long-term debt agreements contain standard covenants.
Therefore, the company believes the risk of the financial institutions being unable to make required loans under the credit facilities, if requested, to be low. Linde’s major bank credit and long-term debt agreements contain standard covenants.
The funded status (pension benefit obligation ("PBO") less the fair value of plan assets) for the U.S. plans was a deficit of $137 million and $238 million at December 31, 2023 and 2022, respectively. The funded status for non-U.S. plans was a deficit of $207 million and surplus of $208 million at December 31, 2023 and 2022, respectively.
The funded status (pension benefit obligation ("PBO") less the fair value of plan assets) for the U.S. plans was a surplus of $86 million and deficit of $137 million at December 31, 2024 and 2023, respectively. The funded status for non-U.S. plans was a surplus of $464 million and deficit of $207 million at December 31, 2024 and 2023, respectively.
A 0.50% reduction in discount rates would increase the PBO by approximately $521 million whereas a 0.50% increase in discount rates would have a favorable impact to the PBO of approximately $477 million.
A 0.50% reduction in discount rates would increase the PBO by approximately $429 million whereas a 0.50% increase in discount rates would have a favorable impact to the PBO of approximately $392 million.
In addition, the company self retains risk up to €5 to €7.5 million at its various properties worldwide for property damage resulting from fire, flood and other perils affecting its properties along with a separate €5 to €7.5 million deductible on business interruption resulting from a major peril loss.
Through December 31, 2024, the company self retained risk up to €5 to €7.5 million at its various properties worldwide for property damage resulting from fire, flood and other perils affecting its properties along with a separate €5 to €7.5 million deductible on business interruption resulting from a major peril loss.
Asset Impairments Goodwill and Other Indefinite-Lived Intangibles Assets At December 31, 2023, the company had goodwill of $26,751 million and $1,745 million of other indefinite-lived intangible assets. Goodwill represents the aggregate of the excess consideration paid for acquired businesses over the fair value of the net assets acquired. Indefinite-lived other intangibles relate to the Linde name.
Asset Impairments Goodwill and Other Indefinite-Lived Intangibles Assets At December 31, 2024, the company had goodwill of $25,937 million and $1,650 million of other indefinite-lived intangible assets. Goodwill represents the aggregate of the excess consideration paid for acquired businesses over the fair value of the net assets acquired. Indefinite-lived other intangibles relate to the Linde name.
Capital expenditures were $3,787 million; dividends paid were $2,482 million; net purchases of ordinary shares of $3,925 million; and debt borrowings, net were $1,060 million. *A reconciliation of the adjusted amounts can be found in the "Non-GAAP Financial Measures" section in this MD&A. 2024 Outlook Linde provides quarterly updates on operating results, material trends that may affect financial performance, and financial guidance via earnings releases and investor teleconferences.
Capital expenditures were $4,497 million; dividends paid were $2,655 million; net purchases of ordinary shares were $4,451 million; and debt borrowings, net were $3,167 million. *A reconciliation of the adjusted amounts can be found in the "Non-GAAP Financial Measures" section in this MD&A. 2025 Outlook Linde provides quarterly updates on operating results, material trends that may affect financial performance, and financial guidance via earnings releases and investor teleconferences.
A reconciliation of reported amounts to adjusted amounts can be found in the "Non-GAAP Financial Measures" section of this MD&A. 22 Table of Contents Results of Operations The following table provides a summary of changes in consolidated sales: 2023 vs. 2022 % Change Factors Contributing to Changes - Sales Volume (1) % Price/Mix 6 % Cost pass-through (3) % Currency (1) % Acquisitions/divestitures (1) % Engineering (2) % (2) % 2023 Compared With 2022 Sales Linde sales decreased $510 million, or 2%, for the 2023 year versus 2022.
A reconciliation of reported amounts to adjusted amounts can be found in the "Non-GAAP Financial Measures" section of this MD&A. 19 Table of Contents Results of Operations The following table provides a summary of changes in consolidated sales: 2024 vs 2023 % Change Factors Contributing to Changes - Sales Volume — % Price/Mix 2 % Cost pass-through (1) % Currency (1) % Acquisitions/Divestitures — % Engineering — % — % 2024 Compared With 2023 Sales Linde sales were flat for the 2024 year versus 2023.
Instead, annual pension expense in future periods will be impacted as deferred investment gains or losses are r ecognized in the market-related value of assets over the five-year period. The consolidated market-related value of assets was $9,180 million, or $952 million higher than the fair value of assets of $8,228 million at December 31, 2023.
Instead, annual pension expense in future periods will be impacted as deferred investment gains or losses are r ecognized in the market-related value of assets over the five-year period. The consolidated market-related value of assets was $8,839 million, or $713 million higher than the fair value of assets of $8,126 million at December 31, 2024 .
APAC (Dollar amounts in millions) Variance Year Ended December 31, 2023 2022 2023 vs. 2022 Sales $ 6,559 $ 6,480 1 % Operating profit $ 1,806 $ 1,670 8 % As a percent of sales 27.5 % 25.8 % 2023 vs. 2022 % Change Factors Contributing to Changes - Sales Volume/Equipment 2 % Price/Mix 4 % Cost pass-through (1) % Currency (4) % Acquisitions/Divestitures — % 1 % The APAC segment includes Linde's industrial gases operations in approximately 20 Asian and South Pacific countries and regions including China, Australia, India and South Korea.
APAC (Dollar amounts in millions) Variance Year Ended December 31, 2024 2023 2024 vs 2023 Sales $ 6,632 $ 6,559 1 % Operating profit $ 1,918 $ 1,806 6 % As a percent of sales 28.9 % 27.5 % 26 Table of Contents 2024 vs 2023 % Change Factors Contributing to Changes - Sales Volume 2 % Price/Mix — % Cost pass-through 1 % Currency (2) % Acquisitions/Divestitures — % 1 % The APAC segment includes Linde's industrial gases operations in approximately 20 Asian and South Pacific countries and regions including China, Australia, India and South Korea.
On an adjusted basis, which excludes the impacts of purchase accounting and other charges, net income - Linde plc increased $794 million, or 13%, in 2023 versus 2022. On both a reported and adjusted basis, the increase was driven by higher operating profit.
On an adjusted basis, which excludes the impacts of purchase accounting and cost reduction program and other charges, net income - Linde plc increased $486 million, or 7%, in 2024 versus 2023. On both a reported and adjusted basis, the increase was driven by higher operating profit.
If it is determined that it is more likely than not that the fair value of a reporting unit is less than carrying value then the company will estimate and compare the fair value of its reporting units to their carrying value, including goodwill.
If it is determined that it is more likely than not that the fair value of a reporting unit is less than carrying value then the company will estimate and compare the fair value of its reporting units to their carrying value, including goodwill. Reporting units are determined based on one level below the operating segment level.
Cash dividends increased to $2,482 million in 2023 versus $2,344 million in 2022 driven primarily by a 9% increase in dividends per share to $5.10 per share from $4.68 per share, partially offset by lower shares outstanding.
Cash dividends increased to $2,655 million in 2024 versus $2,482 million in 2023 driven primarily by a 9% increase in dividends per share to $5.56 per share from $5.10 per share, partially offset by lower shares outstanding.
The increase was driven by higher net income partially offset by higher net working capital requirements, including lower inflows from contract liabilities from engineering customer advanced payments.
The increase was driven by higher net income, partially offset by higher net working capital requirements, including lower inflows for contract liabilities from engineering customer advance payments and higher cash taxes.
Page Business Overview 20 Executive Summary – Financial Results & Outlook 21 Consolidated Results and Other Information 22 Segment Discussion 28 Liquidity, Capital Resources and Other Financial Data 34 Off-Balance Sheet Arrangements 36 Critical Accounting Estimates 36 New Accounting Standards 39 Fair Value Measurements 39 Non-GAAP Financial Measures 40 Supplemental Guarantee Information 44 19 Table of Contents BUSINESS OVERVIEW The company's primary products in its industrial gases business are atmospheric gases (oxygen, nitrogen, argon, rare gases) and process gases (carbon dioxide, helium, hydrogen, electronic gases, specialty gases, acetylene).
Page Business Overview 17 Executive Summary – Financial Results & Outlook 18 Consolidated Results and Other Information 19 Segment Discussion 24 Liquidity, Capital Resources and Other Financial Data 30 Off-Balance Sheet Arrangements 32 Critical Accounting Estimates 32 New Accounting Standards 34 Fair Value Measurements 34 Non-GAAP Financial Measures 35 Supplemental Guarantee Information 38 16 Table of Contents BUSINESS OVERVIEW The company's primary products in its industrial gases business are atmospheric gases (oxygen, nitrogen, argon, rare gases) and process gases (hydrogen, helium, carbon dioxide, carbon monoxide, electronic gases, specialty gases, acetylene).
OFF-BALANCE SHEET ARRANGEMENTS As discussed in Note 17 to the consolidated financial statements, at December 31, 2023, Linde had undrawn outstanding letters of credit, bank guarantees and surety bonds entered into in connection with normal business operations and they are not reasonably likely to have a material impact on Linde’s consolidated financial condition, results of operations, or liquidity.
The company was in compliance with these covenants at December 31, 2024 and expects to remain in compliance for the foreseeable future. 31 Table of Contents OFF-BALANCE SHEET ARRANGEMENTS As discussed in Note 17 to the consolidated financial statements, at December 31, 2024, Linde had undrawn outstanding letters of credit, bank guarantees and surety bonds entered into in connection with normal business operations and they are not reasonably likely to have a material impact on Linde’s consolidated financial condition, results of operations, or liquidity.
Other indefinite-lived intangible assets are evaluated for impairment on an annual basis or more frequently if events and circumstances indicate that an impairment loss may have been incurred, and no impairments were indicated. See Notes 9 and 10 to the consolidated financial statements.
Other indefinite-lived intangible assets are evaluated for impairment on an annual basis or more frequently if events and circumstances indicate that an impairment loss may have been incurred, and no impairments were indicated.
Adjusted EBITDA increased to $12,133 million for 2023 as compared to $10,873 million in 2022. The increase in both periods was driven by higher net income - Linde plc versus prior year. See the "Non-GAAP Financial Measures" section for definitions and reconciliations of these non-GAAP measures to reported GAAP amounts.
Adjusted EBITDA increased to $12,819 million for 2024 as compared to $12,133 million in 2023. The increase in both periods was driven by higher operating profit versus prior year. See the "Non-GAAP Financial Measures" section for definitions and reconciliations of these non-GAAP measures to reported GAAP amounts.
The company has growth opportunities in all major geographies and in diverse end-markets such as healthcare, chemicals and energy, manufacturing, metals and mining, food and beverage, and electronics. 20 Table of Contents EXECUTIVE SUMMARY – FINANCIAL RESULTS & OUTLOOK 2023 Year in review • Sales of $32,854 million were 2% below 2022 sales of $33,364 million.
The company has growth opportunities in all major geographies and in diverse end-markets such as healthcare, chemicals and energy, manufacturing, metals and mining, food and beverage, and electronics. 17 Table of Contents EXECUTIVE SUMMARY – FINANCIAL RESULTS & OUTLOOK 2024 Year in review • Sales of $33,005 million were flat versus 2023 sales.
Long-Lived Assets Long-lived assets, including property, plant and equipment and finite-lived other intangible assets, are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of an individual asset or asset group may not be recoverable.
See Notes 9 and 10 to the consolidated financial statements. 33 Table of Contents Long-Lived Assets Long-lived assets, including property, plant and equipment and finite-lived other intangible assets, are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of an individual asset or asset group may not be recoverable.
At December 31, 2023, uncertain tax positions totaled $304 million (see Note 1 and Note 5 to the consolidated financial statements). Income tax expense was $1,814 million for the year ended December 31, 2023, or about 22.7% of pre-tax income (see Note 5 to the consolidated financial statements for additional information related to taxes).
At December 31, 2024, uncertain tax positions totaled $292 million (see Note 1 and Note 5 to the consolidated financial statements). Income tax expense was $2,002 million for the year ended December 31, 2024, or about 23.4% of pre-tax income (see Note 5 to the consolidated financial statements for additional information related to taxes).
Diluted earnings per share Reported diluted earnings per share increased $4.36, or 53%, in 2023 as compared to 2022. On an adjusted basis, diluted EPS of $14.20 in 2023 increased 16% versus 2022. The increase on both a reported and adjusted basis is primarily due to higher net income - Linde plc and lower diluted shares outstanding.
Diluted earnings per share Reported diluted earnings per share increased $1.03, or 8%, in 2024 as compared to 2023. On an adjusted basis, diluted EPS of $15.51 in 2024 increased $1.31 versus 2023. The increase on both a reported and adjusted basis is primarily due to higher net income - Linde plc and lower diluted shares outstanding.
The December 31, 2023 net debt balance includes $18,907 million in public securities, and $466 million representing primarily worldwide bank borrowings, net of $4,664 million of cash. Linde’s global effective borrowing rate was approximately 2.6% for 2023.
The December 31, 2024 net debt balance includes $21,140 million in public securities, and $483 million representing primarily worldwide bank borrowings, net of $4,850 million of cash. Linde’s global effective borrowing rate was approximately 2.5% for 2024.
Sales EMEA segment sales increased by $99 million, or 1%, in 2023 versus 2022. Higher price attainment increased sales by 9%. Volumes decreased sales by 4% led by the chemicals and energy end market. Cost pass-through decreased sales by 3% with minimal impact on operating profit.
Sales EMEA segment sales decreased $190 million, or 2%, in 2024 versus 2023. Cost pass-through decreased sales by 4% with minimal impact on operating profit. Higher price attainment increased sales by 3%. Volumes decreased sales by 1% led by the manufacturing end market. Currency translation was flat.
December 31, 2023 December 31, 2022 (Millions of dollars) Debt $ 19,373 $ 17,914 Less: cash and cash equivalents (4,664) (5,436) Net debt 14,709 12,478 Less: purchase accounting impacts - Linde AG (7) (22) Adjusted net debt $ 14,702 $ 12,456 43 Table of Contents SUPPLEMENTAL GUARANTEE INFORMATION On May 3, 2023, the company filed a Form S-3 Registration Statement with the SEC ("the Registration Statement").
(Millions of dollars) December 31, 2024 2023 Debt $ 21,623 $ 19,373 Less: cash and cash equivalents (4,850) (4,664) Net debt 16,773 14,709 Less: purchase accounting impacts - Linde AG (4) (7) Adjusted net debt $ 16,769 $ 14,702 SUPPLEMENTAL GUARANTEE INFORMATION On May 3, 2023, the company filed a Form S-3 Registration Statement with the SEC ("the Registration Statement").
(Millions of dollars, except per share data) Year Ended December 31, 2023 2022 Variance Reported Amounts Sales $ 32,854 $ 33,364 (2) % Cost of sales, exclusive of depreciation and amortization $ 17,492 $ 19,450 (10) % As a percent of sales 53.2 % 58.3 % Selling, general and administrative $ 3,295 $ 3,107 6 % As a percent of sales 10.0 % 9.3 % Depreciation and amortization $ 3,816 $ 4,204 (9) % Other charges (a) $ 40 $ 1,029 — Operating Profit $ 8,024 $ 5,369 49 % Operating margin 24.4 % 16.1 % Interest expense – net $ 200 $ 63 217 % Net pension and OPEB cost (benefit), excluding service cost $ (164) $ (237) (31) % Effective tax rate 22.7 % 25.9 % Income from equity investments $ 167 $ 172 (3) % Noncontrolling interests $ (142) $ (134) 6 % Net Income - Linde plc $ 6,199 $ 4,147 49 % Diluted earnings per share $ 12.59 $ 8.23 53 % Diluted shares outstanding 492,290 504,038 (2) % Number of employees 66,323 65,010 2 % Adjusted Amounts (b) Operating profit $ 9,070 $ 7,904 15 % Operating margin 27.6 % 23.7 % Net Income - Linde plc $ 6,989 $ 6,195 13 % Diluted earnings per share $ 14.20 $ 12.29 16 % Other Financial Data (b) EBITDA $ 12,007 $ 9,745 23 % As percent of sales 36.5 % 29.2 % Adjusted EBITDA $ 12,133 $ 10,873 12 % As percent of sales 36.9 % 32.6 % ________________________ (a) See Note 3 to the consolidated financial statements.
(Millions of dollars, except per share data) Year Ended December 31, 2024 2023 Variance Reported Amounts Sales $ 33,005 $ 32,854 — % Cost of sales, exclusive of depreciation and amortization $ 17,143 $ 17,492 (2) % As a percent of sales 51.9 % 53.2 % Selling, general and administrative $ 3,337 $ 3,295 1 % As a percent of sales 10.1 % 10.0 % Depreciation and amortization $ 3,780 $ 3,816 (1) % Cost reduction program and other charges (a) $ 145 $ 40 263 % Other income (expense) - net $ 185 $ (41) 551 % Operating profit $ 8,635 $ 8,024 8 % Operating margin 26.2 % 24.4 % Interest expense - net $ 256 $ 200 28 % Net pension and OPEB cost (benefit), excluding service cost $ (190) $ (164) 16 % Effective tax rate 23.4 % 22.7 % Income from equity investments $ 170 $ 167 2 % Noncontrolling interests $ (172) $ (142) 21 % Net Income – Linde plc $ 6,565 $ 6,199 6 % Diluted earnings per share $ 13.62 $ 12.59 8 % Diluted shares outstanding 482,092 492,290 (2) % Number of employees 65,289 66,323 (2) % Adjusted Amounts (b) Operating profit $ 9,720 $ 9,070 7 % Operating margin 29.5 % 27.6 % Net Income – Linde plc $ 7,475 $ 6,989 7 % Diluted earnings per share $ 15.51 $ 14.20 9 % Other Financial Data (b) EBITDA $ 12,585 $ 12,007 5 % As percent of sales 38.1 % 36.5 % Adjusted EBITDA $ 12,819 $ 12,133 6 % As percent of sales 38.8 % 36.9 % ________________________ (a) See Note 3 to the consolidated financial statements.
To help understand the reported results, the following is a summary of the significant currencies underlying Linde’s consolidated results and the exchange rates used to translate the financial statements (rates of exchange expressed in units of local currency per U.S. dollar): Percent of 2023 Statements of Income Balance Sheets Consolidated Average Year Ended December 31, December 31, Currency Sales 2023 2022 2023 2022 Euro 19 % 0.92 0.95 0.92 0.93 Chinese yuan 8 % 7.08 6.72 7.10 6.90 British pound 5 % 0.80 0.81 0.79 0.83 Australian dollar 4 % 1.50 1.44 1.47 1.47 Brazilian real 4 % 4.99 5.16 4.86 5.28 Korean won 3 % 1,306 1,286 1,288 1,266 Canadian dollar 3 % 1.35 1.36 1.32 1.36 Mexican peso 3 % 17.71 20.10 16.97 19.50 Indian rupee 2 % 84.51 78.49 83.21 82.73 Republic of South African rand 1 % 18.43 16.30 18.36 17.04 Swedish krona 1 % 10.60 10.08 10.07 10.43 Thailand bhat 1 % 34.78 34.96 34.14 34.61 33 Table of Contents LIQUIDITY, CAPITAL RESOURCES AND OTHER FINANCIAL DATA (Millions of dollars) Year Ended December 31, 2023 2022 Net Cash Provided by (Used for) Operating Activities Income from continuing operations (including noncontrolling interests) $ 6,341 $ 4,281 Non-cash charges (credits): Add: Other charges, net of payments (a) (118) 902 Add: Depreciation and amortization 3,816 4,204 Add (Less): Deferred income taxes (84) (383) Add (Less): Non-cash charges and other 184 58 Income from continuing operations adjusted for non-cash charges and other 10,139 9,062 Less: Pension contributions (46) (51) Add (Less): Working capital (483) (310) Add (Less): Other (305) 163 Net cash provided by (used for) operating activities $ 9,305 $ 8,864 Investing Activities Capital expenditures $ (3,787) $ (3,173) Acquisitions, net of cash acquired (953) (110) Divestitures and asset sales, net of cash divested 70 195 Net cash provided by (used for) investing activities $ (4,670) $ (3,088) Financing Activities Debt increases (decreases) – net $ 1,060 $ 4,475 Issuances (purchases) of ordinary shares – net (3,925) (5,132) Cash dividends – Linde plc shareholders (2,482) (2,344) Noncontrolling interest transactions and other (53) (88) Net cash provided by (used for) financing activities $ (5,400) $ (3,089) Effect of exchange rate changes on cash $ (7) $ (74) Cash and cash equivalents, end-of-period $ 4,664 $ 5,436 ____________________ (a) See Note 3 to the consolidated financial statements.
There is inherent variability and unpredictability in the relationship of these functional currencies to the U.S. dollar and such currency movements may materially impact Linde’s results of operations in any given period. 28 Table of Contents To help understand the reported results, the following is a summary of the significant currencies underlying Linde’s consolidated results and the exchange rates used to translate the financial statements (rates of exchange expressed in units of local currency per U.S. dollar): Percentage of 2024 Consolidated Sales Exchange Rate for Statements of Income Exchange Rate for Balance Sheet Average Year Ended December 31, December 31, Currency 2024 2023 2024 2023 Euro 18 % 0.92 0.92 0.97 0.92 Chinese yuan 8 % 7.20 7.08 7.30 7.10 British pound 5 % 0.78 0.80 0.80 0.79 Australian dollar 4 % 1.52 1.50 1.62 1.47 Brazilian real 4 % 5.37 4.99 6.18 4.86 Mexican peso 3 % 18.22 17.71 20.83 16.97 Canadian dollar 3 % 1.37 1.35 1.44 1.32 Korean won 3 % 1,363 1,306 1,472 1,288 Indian rupee 2 % 83.67 84.51 85.61 83.21 South African rand 1 % 18.32 18.43 18.84 18.36 Swedish krona 1 % 10.57 10.60 11.07 10.07 Thailand bhat 1 % 35.24 34.78 34.09 34.14 29 Table of Contents LIQUIDITY, CAPITAL RESOURCES AND OTHER FINANCIAL DATA (Millions of dollars) Year Ended December 31, 2024 2023 Net Cash Provided by (Used for) Operating Activities Net income (including noncontrolling interests) $ 6,737 $ 6,341 Non-cash charges (credits): Add: Cost reduction program and other charges, net of payments (a) 31 (118) Add: Depreciation and amortization 3,780 3,816 Add (Less): Deferred income taxes (142) (84) Add (Less): Non-cash charges and other 88 184 Net income adjusted for non-cash charges and other 10,494 10,139 Less: Pension contributions (35) (46) Add (Less): Working capital (845) (483) Add (Less): Other (191) (305) Net cash provided by (used for) operating activities $ 9,423 $ 9,305 Investing Activities Capital expenditures $ (4,497) $ (3,787) Acquisitions, net of cash acquired (317) (953) Divestitures, net of cash divested and asset sales 170 70 Net cash provided by (used for) investing activities $ (4,644) $ (4,670) Financing Activities Debt increases (decreases) – net $ 3,167 $ 1,060 Issuances (purchases) of ordinary shares – net (4,451) (3,925) Cash dividends – Linde plc shareholders (2,655) (2,482) Noncontrolling interest transactions and other (420) (53) Net cash provided by (used for) financing activities $ (4,359) $ (5,400) Effect of exchange rate changes on cash $ (234) $ (7) Cash and cash equivalents, end-of-period $ 4,850 $ 4,664 ____________________ (a) See Note 3 to the consolidated financial statements.
(Millions of dollars) Year Ended December 31, 2023 2022 Variance Sales Americas $ 14,304 $ 13,874 3 % EMEA 8,542 8,443 1 % APAC 6,559 6,480 1 % Engineering 2,160 2,762 (22) % Other 1,289 1,805 (29) % Total sales $ 32,854 $ 33,364 (2) % Operating Profit Americas $ 4,244 $ 3,732 14 % EMEA 2,486 2,013 23 % APAC 1,806 1,670 8 % Engineering 491 555 (12) % Other 43 (66) 165 % Segment operating profit 9,070 7,904 15 % Reconciliation to reported operating profit : Other charges (Note 3) (40) (1,029) Purchase accounting impacts - Linde AG (1,006) (1,506) Total operating profit $ 8,024 $ 5,369 28 Table of Contents Americas (Dollar amounts in millions) Variance Year Ended December 31, 2023 2022 2023 vs. 2022 Sales $ 14,304 $ 13,874 3 % Operating profit $ 4,244 $ 3,732 14 % As a percent of sales 29.7 % 26.9 % 2023 vs. 2022 % Change Factors Contributing to Changes - Sales Volume — % Price/Mix 6 % Cost pass-through (6) % Currency — % Acquisitions/Divestitures 3 % 3 % The Americas segment includes Linde’s industrial gases operations in approximately 20 countries including the United States, Canada, Mexico and Brazil.
(Millions of dollars) Year Ended December 31, 2024 2023 Variance Sales Americas $ 14,442 $ 14,304 1 % EMEA 8,352 8,542 (2) % APAC 6,632 6,559 1 % Engineering 2,322 2,160 8 % Other 1,257 1,289 (2) % Total sales $ 33,005 $ 32,854 — % Operating Profit Americas $ 4,550 $ 4,244 7 % EMEA 2,780 2,486 12 % APAC 1,918 1,806 6 % Engineering 410 491 (16) % Other 62 43 44 % Segment operating profit 9,720 9,070 7 % Reconciliation to reported operating profit: Cost reduction program and other charges (Note 3) (145) (40) Purchase accounting impacts - Linde AG (940) (1,006) Total operating profit $ 8,635 $ 8,024 Americas (Dollar amounts in millions) Variance Year Ended December 31, 2024 2023 2024 vs 2023 Sales $ 14,442 $ 14,304 1 % Operating profit $ 4,550 $ 4,244 7 % As a percent of sales 31.5 % 29.7 % 2024 vs 2023 % Change Factors Contributing to Changes - Sales Volume — % Price/Mix 3 % Cost pass-through (1) % Currency (2) % Acquisitions/Divestitures 1 % 1 % The Americas segment includes Linde’s industrial gases operations in approximately 20 countries including the United States, Canada, Mexico and Brazil.
The decline from lower sales was partially offset by higher margin on wind down of terminated or suspended projects sanctioned in Russia. 31 Table of Contents Other (Dollar amounts in millions) Variance Year Ended December 31, 2023 2022 2023 vs. 2022 Sales $ 1,289 $ 1,805 (29) % Operating profit $ 43 $ (66) 165 % As a percent of sales 3.3 % (3.7) % 2023 vs. 2022 % Change Factors Contributing to Changes - Sales Volume/Price 2 % Currency — % Acquisitions/Divestitures (31) % (29) % Other consists of corporate costs and a few smaller businesses including: Linde Advanced Materials Technology and global helium wholesale; which individually do not meet the quantitative thresholds for separate presentation.
Operating profit Engineering segment operating profit decreased $81 million, or 16%, in 2024 versus 2023 due to larger benefits in the prior year from higher margin on lawful wind down of projects subject to sanctions in Russia. 27 Table of Contents Other (Dollar amounts in millions) Variance Year Ended December 31, 2024 2023 2024 vs 2023 Sales $ 1,257 $ 1,289 (2) % Operating profit $ 62 $ 43 44 % As a percent of sales 4.9 % 3.3 % 2024 vs 2023 % Change Factors Contributing to Changes - Sales Volume/Price (2) % Currency — % Acquisitions/Divestitures — % (2) % Other consists of corporate costs and a few smaller businesses including: Linde Advanced Materials Technology ("LAMT") and global helium wholesale; which individually do not meet the quantitative thresholds for separate presentation.
Retirement Benefits Pensions The net periodic benefit cost (benefit) for the U.S. and non-U.S. pension plans was a benefit of $80 million, $110 million and $35 million in 2023, 2022 and 2021, respectively.
Retirement Benefits Pensions The net periodic benefit cost (benefit) was a benefit of $106 million, $80 million and $110 million in 2024, 2023 and 2022, respectively.
Cash used for Noncontrolling interest transactions and other was $53 million for the year ended December 31, 2023 versus cash used of $88 million for the respective 2022 period. Linde’s total net debt outstanding at December 31, 2023 was $14,709 million, $2,231 million higher than $12,478 million at December 31, 2022.
Cash used for Noncontrolling interest transactions and other was $420 million for the year ended December 31, 2024 versus cash used of $53 million for the respective 2023 period, primarily driven by financing related derivative outflows. Linde’s total net debt outstanding at December 31, 2024 was $16,773 million, $2,064 million higher than $14,709 million at December 31, 2023.
The primary uses of cash included capital expenditures of $3,787 million, net purchases of ordinary shares of $3,925 million, cash dividends to shareholders of $2,482 million. 2023 compared with 2022 Cash Flows From Operations Cash flows from operations was $9,305 million, an increase of $441 million from 2022.
The primary uses of cash included capital expenditures of $4,497 million, net purchases of ordinary shares of $4,451 million, and cash dividends to shareholders of $2,655 million. 2024 compared with 2023 Cash Flows From Operations Cash flows from operations was $9,423 million, an increase of $118 million from 2023.
Other Comprehensive Income (Loss) Other comprehensive income (loss) for the year ended December 31, 2023 was a loss of $35 million resulted primarily from losses related to the change in funded status of retirement plans of $380 million and derivative losses of $55 million largely offset by currency translation adjustments of $400 million.
Other Comprehensive Income (Loss) Other comprehensive income (loss) for the year ended December 31, 2024 was a loss of $1,126 million that resulted primarily from currency translation adjustments of $1,632 million partially offset by gains related to change in funded status of retirement plans of $519 million.
At a minimum, Linde contributes to its pension plans to comply with local regulatory requirements (e.g., ERISA in the U.S.). Discretionary contributions in excess of the local minimum requirements are made based on many factors, including long-term projections of the plans' funded status, the economic environment, potential risk of overfunding, pension insurance costs and alternative uses of cash.
Discretionary contributions in excess of the local minimum requirements are made based on many factors, including long-term projections of the plans' funded status, the economic environment, potential risk of overfunding, pension insurance costs and alternative uses of cash. Changes to these factors can impact the timing of discretionary contributions from year to year.
In September 2019, Linde plc provided downstream guarantees of all pre-existing Linde Inc. and Linde Finance notes, and Linde GmbH and Linde Inc., respectively, provided upstream guarantees of Linde plc’s downstream guarantees. Linde plc has filed a base prospectus with the Luxembourg Stock Exchange for a €10.0 billion debt issuance program, under which Linde plc may offer debt securities.
Linde plc has filed a base prospectus with the Luxembourg Stock Exchange, as supplemented, for a €15.0 billion debt issuance program, under which Linde plc may offer debt securities. Linde Inc. and Linde GmbH have provided to Linde plc upstream guarantees in relation to debt securities of Linde plc offered under the European debt program.
Sales Sales for the Americas segment increased $430 million, or 3%, in 2023 versus 2022. Higher pricing contributed 6% to sales. The impact of net acquisitions increased sales by 3% primarily due to the acquisition of nexAir, LLC (See Note 2 to the consolidated financial statements). Cost past-through decreased sales by 6% with minimal impact on operating profit.
Sales Sales for the Americas segment increased $138 million, or 1%, in 2024 versus 2023. Higher pricing contributed 3% to sales. The impact of net acquisitions increased sales by 1%. Cost past-through decreased sales by 1% with minimal impact 25 Table of Contents on operating profit.
Cash decreased $772 million in 2023 versus 2022. The primary sources of cash in 2023 were cash flows from operations of $9,305 million and debt borrowings, net of $1,060 million.
Cash increased $186 million in 2024 versus 2023. The primary sources of cash in 2024 were cash flows from operations of $9,423 million and net debt borrowings of $3,167 million.
The company’s measure of profit/loss for segment reporting purposes is segment operating profit. Segment operating profit is defined as operating profit excluding purchase accounting impacts of the Linde AG merger, intercompany royalties, and items not indicative of ongoing business trends. This is the manner in which the company’s Chief Operating Decision Maker ("CODM") assesses performance and allocates resources.
The company’s measure of profit/loss for segment reporting purposes is segment operating profit. Segment operating profit is defined as operating profit excluding purchase accounting impacts of the Linde AG merger, cost reduction program and other charges, and items not indicative of ongoing business trends.
Adjusted Income from Equity Investments: Represents the amortization of increased fair value on equity investments related to depreciable and amortizable assets.
Adjusted Income from Equity Investments: Represents the amortization of increased fair value on equity investments related to depreciable and amortizable assets. Adjusted Noncontrolling Interests: Represents the noncontrolling interests’ ownership portion of the adjustments described above determined on an entity by entity basis.
Cost of sales, exclusive of depreciation and amortization Cost of sales, exclusive of depreciation and amortization, decreased $1,958 million, or 10%, for the year primarily due to lower cost pass-through and volumes, the net impact of acquisitions and divestitures and productivity gains which more than offset cost inflation.
Cost of sales, exclusive of depreciation and amortization Cost of sales, exclusive of depreciation and amortization, decreased $349 million, or 2%, for the year primarily due to lower cost pass-through and productivity gains, which more than offset cost inflation. Cost of sales, exclusive of depreciation and amortization, was 51.9% and 53.2% of sales, in 2024 and 2023, respectively.
Volumes and currency translation remained flat. Operating Profit Operating profit in the Americas segment increased $512 million, or 14%, in 2023 versus 2022 driven primarily by higher pricing, acquisitions and continued productivity initiatives which more than offset cost inflation the year.
Operating Profit Operating profit in the Americas segment increased $306 million, or 7%, in 2024 versus 2023 driven primarily by higher pricing, continued productivity initiatives and a settlement gain with a supplier, which more than offset cost inflation.
Cost of sales, exclusive of depreciation and amortization, was 53.2% and 58.3% of sales, respectively, in 2023 compared to 2022. The decrease as a percentage of sales was primarily due to higher pricing and lower cost pass-through. Selling, general and administrative expenses Selling, general and administrative expense ("SG&A") increased $188 million, from $3,107 in 2022 to $3,295 million in 2023.
The decrease as a percentage of sales was primarily due to higher pricing and lower cost pass-through. Selling, general and administrative expenses Selling, general and administrative expense ("SG&A") increased $42 million, or 1%, from $3,295 million in 2023 to $3,337 million in 2024 driven by higher costs. SG&A was 10.1% of sales in 2024 versus 10.0% in 2023.
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. Noncontrolling interests At December 31, 2023, noncontrolling interests from continuing operations consisted primarily of noncontrolling shareholders’ investments in APAC (primarily in China).
On an adjusted basis, income from equity investments for 2024 was $242 million versus $239 million million in 2023. Noncontrolling interests At December 31, 2024, noncontrolling interests consisted primarily of noncontrolling shareholders’ investments in APAC (primarily in China).
Reporting units are determined based on one level below the operating segment level. 37 Table of Contents Management believes that the quantitative and qualitative factors used to perform its annual goodwill impairment assessment are appropriate and reasonable.
Management believes that the quantitative and qualitative factors used to perform its annual goodwill impairment assessment are appropriate and reasonable.
Th e benefit derived from the expected return on assets assumption for Linde's most significant plans is anticipated to more than offset the expense from service and interest cost accruals and the higher amortization of deferred losses. 26 Table of Contents Refer to the Critical Accounting Estimates section and Note 16 to the consolidated financial statements for a more detailed discussion of the company’s retirement benefits, including a description of the various retirement plans and the assumptions used in the calculation of net periodic benefit cost (benefit) and funded status.
Refer to the Critical Accounting Estimates section and Note 16 to the consolidated financial statements for a more detailed discussion of the company’s retirement benefits, including a description of the various retirement plans and the assumptions used in the calculation of net periodic benefit cost (benefit) and funded status.
On October 23, 2023, the company's board of directors approved a new share repurchase program for up to $15 billion of Linde's ordinary shares. For additional information related to share repurchase programs, see Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
For additional information related to share repurchase programs, see Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

9 edited+1 added−0 removed4 unchanged
Biggest changeA one hundred basis point increase in interest rates would result in an approximate $65 million increase to derivative assets recorded.
Biggest changeAll active swaps have been unwound or matured as of December 31, 2024; therefore, the effect of a one hundred basis point increase in interest rates would be $0 as of December 31, 2024 ($65 million increase to derivative assets recorded as of December 31, 2023).
Also, see Note 1 and Note 12 to the consolidated financial statements for a more complete description of Linde’s accounting policies and use of such instruments. The following discussion presents the sensitivity of the market value, earnings and cash flows of Linde’s financial instruments to hypothetical changes in interest and exchange rates assuming these changes occurred at December 31, 2023.
Also, see Note 1 and Note 12 to the consolidated financial statements for a more complete description of Linde’s accounting policies and use of such instruments. The following discussion presents the sensitivity of the market value, earnings and cash flows of Linde’s financial instruments to hypothetical changes in interest and exchange rates assuming these changes occurred at December 31, 2024.
Holding all other variables constant, if there were a 10% increase in foreign-currency exchange rates for the portfolio, the fair market value of foreign-currency contracts outstanding at December 31, 2023 would decrease by approximately $58 million and at December 31, 2022 would increase by approximately $83 million, which would be largely offset by an offsetting loss or gain on the foreign-currency fluctuation of the underlying exposure being hedged.
Holding all other variables constant, if there were a 10% increase in foreign-currency exchange rates for the portfolio, the fair market value of foreign-currency contracts outstanding at December 31, 2024 would increase by approximately $115 million and at December 31, 2023 would decrease by approximately $58 million, which would be largely offset by an offsetting loss or gain on the foreign-currency fluctuation of the underlying exposure being hedged.
Fixed Rate Debt This sensitivity analysis assumes that, holding all other variables constant (such as foreign exchange rates, swaps and debt levels), a one hundred basis point increase in interest rates would decrease the unrealized fair market value of the fixed-rate debt portfolio by approximately $742 million ($666 million in 2022).
Fixed Rate Debt This sensitivity analysis assumes that, holding all other variables constant (such as foreign exchange rates, swaps and debt levels), a one hundred basis point increase in interest rates would decrease the unrealized fair market value of the fixed-rate debt portfolio by approximately $918 million ($742 million in 2023).
The range of changes chosen for these discussions reflects Linde’s view of changes which are reasonably possible over a one-year period. Market values represent the present values of projected future cash flows based on interest rate and exchange rate assumptions. Interest Rate Risk At December 31, 2023, Linde had debt totaling $19,373 million ($17,914 million at December 31, 2022).
The range of changes chosen for these discussions reflects Linde’s view of changes which are reasonably possible over a one-year period. Market values represent the present values of projected future cash flows based on interest rate and exchange rate assumptions. Interest Rate Risk At December 31, 2024, Linde had debt totaling $21,623 million ($19,373 million at December 31, 2023).
At December 31, 2023, Linde had a notional amount outstanding of $5,651 million ($3,870 million at December 31, 2022) related to foreign exchange contracts. The majority of these were to hedge recorded balance sheet exposures, primarily intercompany loans denominated in non-functional currencies. See Note 12 to the consolidated financial statements.
At December 31, 2024, Linde had a notional amount outstanding of $11,942 million ($5,651 million at December 31, 2023) related to foreign exchange contracts. The majority of these were to hedge recorded balance sheet exposures, primarily intercompany loans denominated in non-functional currencies. See Note 12 to the consolidated financial statements.
Holding all other variables constant, if there were a 10% increase in foreign-currency exchange rates on the external debt portfolio, the fair market value of foreign-currency denominated debt outstanding at December 31, 2023 would decrease by approximately $970 million and at December 31, 2022 would decrease by approximately $803 million, which would be largely offset by an offsetting loss or gain on the underlying exposure being hedged. 46 Table of Contents
Holding all other variables constant, if there were a 10% increase in foreign-currency exchange rates on the external debt portfolio, the fair market value of foreign-currency denominated debt outstanding at December 31, 2024 would decrease by approximately $1,334 million and $970 million at December 31, 2024 and 2023, respectively, which would be largely offset by an offsetting loss or gain on the underlying foreign net investment being hedged. 40 Table of Contents
Variable Rate Debt At December 31, 2023, the after-tax earnings and cash flows impact of a one hundred basis point increase in interest rates, including offsetting impact of derivatives, on the variable-rate debt portfolio would be approximately $50 million ($25 million in 2022).
Variable Rate Debt At December 31, 2024, the after-tax earnings and cash flows impact of a one hundred basis point increase in interest rates, including offsetting impact of derivatives, on the variable-rate debt portfolio would be approximately $40 million ($50 million in 2023). Any such increase would be partially mitigated by higher interest earned on deposits of cash.
At December 31, 2023, including the impact of derivatives, Linde had fixed-rate debt of $14,345 million and floating-rate debt of $5,028 million, representing 74% and 26%, respectively, of total debt. At December 31, 2022, including the impact of derivatives, Linde had fixed-rate debt of $13,000 million and floating-rate debt of $4,914 million, representing 73% and 27%, respectively, of total debt.
At December 31, 2024, including the impact of derivatives, Linde had fixed-rate debt of $17,584 million and floating-rate debt of $4,039 million, representing 81% and 19%, respectively, of total debt. At December 31, 2023, including the impact of derivatives, Linde had fixed-rate debt of $14,345 million and floating-rate debt of $5,028 million, representing 74% and 26%, respectively, of total debt.
Added
Linde has historically used interest rate swaps and as a result carried derivative assets subject to interest rate risk.

Other LIN 10-K year-over-year comparisons