Linde PLC 10-Q for FY2026 Q1
Linde PLC (LIN)
10-Q
2026-05-01
For: 2026-03-31
View Original
Added on
May 01, 2026
About this 10-Q
Linde PLC filed this 10-Q on May 1, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $8.78B
- up 8.2% from $8.11B a year earlier
- Net income
- $1.86B
- up 11.0% from net income of $1.67B a year earlier
- Diluted EPS
- $3.98
- up 13.4% from $3.51 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2026
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
| Commission file number | |||||
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) (Zip Code) | ||||||||
(203) 837 - 2000 | + | |||||||
| (Registrant's telephone number, including area code) | ||||||||
N/A
(Former name, former address and former fiscal year, if changed since last report
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||||||||
| Emerging growth company | |||||||||||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | ||||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
At March 31, 2026, 462,599,539 ordinary shares (€0.001 par value) of the Registrant were outstanding.
1
| INDEX | ||||||||
| PART I - FINANCIAL INFORMATION | ||||||||
| Item 1. | Financial Statements (unaudited) | |||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
2
Forward-looking Statements
This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by terms and phrases such as: anticipate, believe, intend, estimate, expect, continue, should, could, may, plan, project, predict, will, potential, forecast, and similar expressions. They are based on management’s reasonable expectations and assumptions as of the date the statements are made but involve risks and uncertainties. These risks and uncertainties include, without limitation: the performance of stock markets generally; developments in worldwide and national economies and other international events and circumstances, including trade conflicts and tariffs; changes in foreign currencies and in interest rates; the cost and availability of electric power, natural gas and other raw materials; the ability to achieve price increases to offset cost increases; catastrophic events including natural disasters, epidemics, pandemics, and acts of war and terrorism; the ability to attract, hire, and retain qualified personnel; the impact of changes in financial accounting standards; the impact of changes in pension plan liabilities; the impact of tax, environmental, healthcare and other legislation and government regulation in jurisdictions in which the company operates; the cost and outcomes of investigations, litigation and regulatory proceedings; the impact of potential unusual or non-recurring items; continued timely development and market acceptance of new products and applications; the impact of competitive products and pricing; future financial and operating performance of major customers and industries served; the impact of information technology system failures, network disruptions and cybersecurity breaches; and the effectiveness and speed of integrating new acquisitions into the business. These risks and uncertainties may cause future results or circumstances to differ materially from adjusted projections, estimates or other forward-looking statements.
Linde plc assumes no obligation to update or provide revisions to any forward-looking statement in response to changing circumstances. The above listed risks and uncertainties are further described in Item 1A. Risk Factors in Linde plc’s Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 25, 2026, which should be reviewed carefully. Please consider Linde plc’s forward-looking statements in light of those risks.
3
LINDE PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(Millions of dollars, except per share data)
(UNAUDITED)
| Quarter Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Sales | $ | $ | |||||||||||||||||||||
| Cost of sales, exclusive of depreciation and amortization | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Cost reduction program and other charges | |||||||||||||||||||||||
| Other income (expense) - net | |||||||||||||||||||||||
| Operating Profit | |||||||||||||||||||||||
| Interest expense - net | |||||||||||||||||||||||
| Net pension and OPEB cost (benefit), excluding service cost | ( | ( | |||||||||||||||||||||
| Income Before Income Taxes and Equity Investments | |||||||||||||||||||||||
| Income taxes | |||||||||||||||||||||||
| Income Before Equity Investments | |||||||||||||||||||||||
| Income from equity investments | |||||||||||||||||||||||
| Net Income (Including Noncontrolling Interests) | |||||||||||||||||||||||
| Less: noncontrolling interests | ( | ( | |||||||||||||||||||||
| Net Income – Linde plc | $ | $ | |||||||||||||||||||||
| Per Share Data – Linde plc Shareholders | |||||||||||||||||||||||
| Basic earnings per share | $ | $ | |||||||||||||||||||||
| Diluted earnings per share | $ | $ | |||||||||||||||||||||
| Weighted Average Shares Outstanding (000’s): | |||||||||||||||||||||||
| Basic shares outstanding | |||||||||||||||||||||||
| Diluted shares outstanding | |||||||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
4
LINDE PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Millions of dollars)
(UNAUDITED)
| Quarter Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| NET INCOME (INCLUDING NONCONTROLLING INTERESTS) | $ | $ | |||||||||||||||||||||
| OTHER COMPREHENSIVE INCOME (LOSS) | |||||||||||||||||||||||
| Translation adjustments: | |||||||||||||||||||||||
| Foreign currency translation adjustments | |||||||||||||||||||||||
| Reclassifications to net income | ( | ||||||||||||||||||||||
| Income taxes | ( | ||||||||||||||||||||||
| Translation adjustments | |||||||||||||||||||||||
| Funded status - retirement obligations (Note 7): | |||||||||||||||||||||||
| Retirement program remeasurements | |||||||||||||||||||||||
| Reclassifications to net income | ( | ( | |||||||||||||||||||||
| Income taxes | ( | ( | |||||||||||||||||||||
| Funded status - retirement obligations | ( | ||||||||||||||||||||||
| Derivative instruments (Note 4): | |||||||||||||||||||||||
| Current unrealized gain (loss) | |||||||||||||||||||||||
| Reclassifications to net income | ( | ( | |||||||||||||||||||||
| Income taxes | ( | ( | |||||||||||||||||||||
| Derivative instruments | |||||||||||||||||||||||
| TOTAL OTHER COMPREHENSIVE INCOME (LOSS) | |||||||||||||||||||||||
| COMPREHENSIVE INCOME (LOSS) (INCLUDING NONCONTROLLING INTERESTS) | |||||||||||||||||||||||
| Less: noncontrolling interests | ( | ( | |||||||||||||||||||||
| COMPREHENSIVE INCOME (LOSS) - LINDE PLC | $ | $ | |||||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
5
LINDE PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Millions of dollars)
(UNAUDITED)
| March 31, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable - net | |||||||||||
| Contract assets | |||||||||||
| Inventories | |||||||||||
| Prepaid and other current assets | |||||||||||
| Total Current Assets | |||||||||||
| Property, plant and equipment - net | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets - net | |||||||||||
| Other long-term assets | |||||||||||
| Total Assets | $ | $ | |||||||||
| Liabilities and equity | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Short-term debt | |||||||||||
| Current portion of long-term debt | |||||||||||
| Contract liabilities | |||||||||||
| Other current liabilities | |||||||||||
| Total Current Liabilities | |||||||||||
| Long-term debt | |||||||||||
| Other long-term liabilities | |||||||||||
| Total Liabilities | |||||||||||
| Redeemable noncontrolling interests | |||||||||||
| Linde plc Shareholders’ Equity (Note 10): | |||||||||||
Ordinary shares, € | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive income (loss) | ( | ( | |||||||||
Less: Treasury shares, at cost (2026 – | ( | ( | |||||||||
| Total Linde plc Shareholders’ Equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total Equity | |||||||||||
| Total Liabilities and Equity | $ | $ | |||||||||
The accompanying notes are an integral part of these financial statements.
6
LINDE PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Millions of dollars)
(UNAUDITED)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Increase (Decrease) in Cash and Cash Equivalents | |||||||||||
| Operations | |||||||||||
| Net income - Linde plc | $ | $ | |||||||||
| Add: Noncontrolling interests | |||||||||||
| Net Income (including noncontrolling interests) | |||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Cost reduction program and other charges | ( | ||||||||||
| Depreciation and amortization | |||||||||||
| Deferred income taxes | |||||||||||
| Share-based compensation | |||||||||||
| Working capital: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Inventory | ( | ||||||||||
| Prepaid and other current assets | ( | ||||||||||
| Payables and accruals | ( | ||||||||||
| Contract assets and liabilities, net | ( | ( | |||||||||
| Pension contributions | ( | ( | |||||||||
| Long-term assets, liabilities and other | ( | ( | |||||||||
| Net cash provided by (used for) operating activities | |||||||||||
| Investing | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Acquisitions, net of cash acquired | ( | ( | |||||||||
| Divestitures, net of cash divested and asset sales | |||||||||||
| Other investing, net | ( | ||||||||||
| Net cash provided by (used for) investing activities | ( | ( | |||||||||
| Financing | |||||||||||
| Short-term debt borrowings (repayments) - net | |||||||||||
| Long-term debt borrowings | |||||||||||
| Long-term debt repayments | ( | ( | |||||||||
| Issuances of ordinary shares | |||||||||||
| Purchases of ordinary shares | ( | ( | |||||||||
| Cash dividends - Linde plc shareholders | ( | ( | |||||||||
| Noncontrolling interest transactions and other | ( | ( | |||||||||
| Net cash provided by (used for) financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | |||||||||||
| Change in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents, beginning-of-period | |||||||||||
| Cash and cash equivalents, end-of-period | $ | $ | |||||||||
The accompanying notes are an integral part of these financial statements.
7
INDEX TO NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Notes to Condensed Consolidated Financial Statements - Linde plc and Subsidiaries (Unaudited)
8
1. Summary of Significant Accounting Policies
Linde plc ("Linde" or "the company") is an incorporated public limited company formed under the laws of Ireland. Linde’s registered office is located at Ten Earlsfort Terrace, Dublin 2, D02 T380 Ireland. Linde’s principal executive offices are located at Forge, 43 Church Street West, Woking, Surrey GU21 6HT, United Kingdom and 10 Riverview Drive, Danbury, Connecticut, 06810, United States.
Presentation of Condensed Consolidated Financial Statements - In the opinion of Linde management, the accompanying condensed consolidated financial statements include all adjustments necessary for a fair statement of the results for the interim periods presented and such adjustments are of a normal recurring nature. The accompanying condensed consolidated financial statements should be read in conjunction with the notes to the consolidated financial statements of Linde plc and subsidiaries in Linde's 2025 Annual Report on Form 10-K. There have been no material changes to the company’s significant accounting policies during 2026.
Reclassifications – Certain prior periods' amounts have been reclassified to conform to the current year’s presentation.
Accounting Standards to be Implemented
Disaggregation of Income Statement Expenses - In November 2024, the FASB issued guidance requiring disaggregated disclosure of income statement expenses. The new standard is effective for fiscal years beginning after December 15, 2026, and interim periods with fiscal years after December 15, 2027, with early adoption permitted. The standard can be applied either prospectively after the effective date or retrospectively to any or all periods presented. The adoption of this standard will only impact disclosures within the company's consolidated financial statements and the company is evaluating the impact this guidance will have on those disclosures.
2. Supplemental Information
Receivables
Linde applies loss rates that are lifetime expected credit losses at initial recognition of the receivables. These expected loss rates are based on an analysis of the actual historical default rates for each business, taking regional circumstances into account. If necessary, these historical default rates are adjusted to reflect the impact of current changes in the macroeconomic environment using forward-looking information. The loss rates are also evaluated based on the expectations of the responsible management team regarding the collectability of the receivables. Gross trade receivables aged less than one year were $5,352 million and $5,032 million at March 31, 2026 and December 31, 2025, respectively, and gross receivables aged greater than one year were $435 million and $377 million at March 31, 2026 and December 31, 2025, respectively. Gross other receivables were $133 million and $138 million at March 31, 2026 and December 31, 2025, respectively. Receivables aged greater than one year are generally fully reserved unless specific circumstances warrant exceptions, such as those backed by federal governments.
Accounts receivable net of reserves were $5,321 million at March 31, 2026 and $4,966 million at December 31, 2025. Allowances for expected credit losses were $599 million at March 31, 2026 and $581 million at December 31, 2025. Provisions for expected credit losses were $63 million and $42 million for the three months ended March 31, 2026 and 2025, respectively. The allowance activity in the three months ended March 31, 2026 and 2025 related to write-offs of uncollectible amounts, net of recoveries and currency movements is not material.
Inventories
The following is a summary of Linde's consolidated inventories:
9
| (Millions of dollars) | March 31, 2026 | December 31, 2025 | |||||||||
| Inventories | |||||||||||
| Raw materials and supplies | $ | $ | |||||||||
| Work in process | |||||||||||
| Finished goods | |||||||||||
| Total inventories | $ | $ | |||||||||
10
3. Debt
The following is a summary of Linde's outstanding debt at March 31, 2026 and December 31, 2025:
| (Millions of dollars) | March 31, 2026 | December 31, 2025 | |||||||||||||||
| SHORT-TERM | |||||||||||||||||
| Commercial paper | $ | $ | |||||||||||||||
| Other bank borrowings (primarily non U.S.) | |||||||||||||||||
| Total short-term debt | |||||||||||||||||
| LONG-TERM (a) | |||||||||||||||||
| (U.S. dollar denominated unless otherwise noted) | |||||||||||||||||
| Notes due 2026 (b) | |||||||||||||||||
| Euro denominated notes due 2026 | |||||||||||||||||
| Notes due 2026 | |||||||||||||||||
| Euro denominated notes due 2027 | |||||||||||||||||
| Euro denominated notes due 2027 | |||||||||||||||||
| Euro denominated notes due 2027 | |||||||||||||||||
| Euro denominated notes due 2027 (c) | |||||||||||||||||
| Euro denominated notes due 2028 (d) | |||||||||||||||||
| Euro denominated notes due 2028 | |||||||||||||||||
| Euro denominated notes due 2029 | |||||||||||||||||
| Euro denominated notes due 2029 | |||||||||||||||||
| Swiss franc denominated notes due 2029 | |||||||||||||||||
| Notes due 2030 | |||||||||||||||||
| Euro denominated notes due 2030 | |||||||||||||||||
| Euro denominated notes due 2030 | |||||||||||||||||
| Euro denominated notes due 2031 | |||||||||||||||||
| Euro denominated notes due 2031 | |||||||||||||||||
| Euro denominated notes due 2032 | |||||||||||||||||
| Euro denominated notes due 2032 | |||||||||||||||||
| Euro denominated notes due 2033 | |||||||||||||||||
| Euro denominated notes due 2033 | |||||||||||||||||
| Swiss franc denominated notes due 2033 | |||||||||||||||||
| Euro denominated notes due 2034 | |||||||||||||||||
| Euro denominated notes due 2034 | |||||||||||||||||
| Euro denominated notes due 2035 | |||||||||||||||||
| Euro denominated notes due 2036 | |||||||||||||||||
| Euro denominated notes due 2037 | |||||||||||||||||
| Euro denominated notes due 2038 | |||||||||||||||||
| Notes due 2042 | |||||||||||||||||
| Euro denominated notes due 2044 | |||||||||||||||||
| Notes due 2050 | |||||||||||||||||
| Euro denominated notes due 2051 | |||||||||||||||||
| Non U.S. borrowings | |||||||||||||||||
| Other | |||||||||||||||||
| Less: current portion of long-term debt | ( | ( | |||||||||||||||
| Total long-term debt | |||||||||||||||||
| Total debt | $ | $ | |||||||||||||||
(a)Amounts are net of unamortized discounts, premiums and/or debt issuance costs as applicable.
(b)In January 2026, Linde repaid $725 million of 3.20 % notes that became due.
(c)Floating-rate notes that reset quarterly at three-month EURIBOR plus a fixed spread.
(d)March 31, 2026 and December 31, 2025 included a cumulative $22 million and $25 million adjustment to carrying value, respectively, related to hedge accounting of terminated interest rate swaps. Refer to Note 4.
The company maintains a $5 billion and a $1.5 billion unsecured revolving credit agreement with a syndicate of banking institutions that expire on December 7, 2027 and December 2, 2026, respectively. There are no financial maintenance covenants contained within the credit agreements. No borrowings were outstanding under the credit agreements as of March 31, 2026.
4. Financial Instruments
In its normal operations, Linde is exposed to market risks relating to fluctuations in interest rates, foreign currency exchange rates, energy and commodity costs. The objective of financial risk management at Linde is to minimize the negative impact of such fluctuations on the company’s earnings and cash flows. To manage these risks, among other strategies, Linde routinely enters into various derivative financial instruments (“derivatives”) including interest-rate swap and treasury rate lock agreements, forward contracts, and commodity-swap agreements. These instruments are not entered into for trading purposes and Linde only uses commonly traded and non-leveraged instruments.
There are three types of derivatives that the company enters into: (i) those relating to fair-value exposures, (ii) those relating to cash-flow exposures, and (iii) those relating to foreign currency net investment exposures. Fair-value exposures relate to recognized assets or liabilities, and firm commitments; cash-flow exposures relate to the variability of future cash flows associated with recognized assets or liabilities, or forecasted transactions; and net investment exposures relate to the impact of foreign currency exchange rate changes on the carrying value of net assets denominated in foreign currencies.
When a derivative is executed and hedge accounting is appropriate, it is designated as either a fair-value hedge, cash-flow hedge, or a net investment hedge. Currently, Linde designates all interest-rate and treasury-rate locks as hedges for accounting purposes when used. Currency contracts are generally not designated as hedges for accounting purposes. However, currency contracts related to certain forecasted transactions and net investments in foreign-denominated subsidiaries are designated as hedges for accounting purposes. Whether designated as hedges for accounting purposes or not, all derivatives are linked to an appropriate underlying exposure. On an ongoing basis, the company assesses the hedge effectiveness of all derivatives designated as hedges for accounting purposes to determine if they continue to be highly effective in offsetting changes in fair values or cash flows of the underlying hedged items. If it is determined that the hedge is not highly effective, through the use of a qualitative assessment, then hedge accounting will be discontinued prospectively.
Counterparties to Linde’s derivatives are major banking institutions with credit ratings of investment grade or better. The company has Credit Support Annexes ("CSAs") in place for certain entities with their principal counterparties to minimize potential default risk and to mitigate counterparty risk. Under the CSAs, the fair values of derivatives for the purpose of interest rate and currency management are collateralized with cash on a regular basis. As of March 31, 2026, the impact of such collateral posting arrangements on the fair value of derivatives was insignificant. Management believes the risk of incurring losses on derivative contracts related to credit risk is remote and any losses would be immaterial.
11
The following table is a summary of the notional amount and fair value of derivatives outstanding at March 31, 2026 and December 31, 2025 for consolidated subsidiaries:
| Fair Value | |||||||||||||||||||||||||||||||||||
| Notional Amounts | Assets (a) | Liabilities (a) | |||||||||||||||||||||||||||||||||
| (Millions of dollars) | March 31, 2026 | December 31, 2025 | March 31, 2026 | December 31, 2025 | March 31, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||
| Derivatives Not Designated as Hedging Instruments: | |||||||||||||||||||||||||||||||||||
| Currency contracts: | |||||||||||||||||||||||||||||||||||
| Balance sheet items | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Forecasted transactions | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Derivatives Designated as Hedging Instruments: | |||||||||||||||||||||||||||||||||||
| Currency contracts: | |||||||||||||||||||||||||||||||||||
| Forecasted transactions | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Forward exchange transactions | |||||||||||||||||||||||||||||||||||
| Commodity contracts | N/A | N/A | |||||||||||||||||||||||||||||||||
| Total Hedges | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Total Derivatives | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(a)Amounts as of March 31, 2026 and December 31, 2025, respectively, included current assets of $133 million and $107 million which are recorded in prepaid and other current assets; long-term assets of $11 million and $10 million which are recorded in other long-term assets; current liabilities of $135 million and $72 million which are recorded in other current liabilities; and long-term liabilities of $4 million and $2 million which are recorded in other long-term liabilities.
In addition, during 2024, Linde issued credit default swaps (“CDS”) to third-party financial institutions. The CDS relate to secured borrowings provided by the financial institutions to a government customer in Mexico, that were utilized to pay certain of Linde’s outstanding receivables. The notional amount of the CDS, which was $42 million and $74 million for the two programs as of March 31, 2026, will reduce on a monthly basis over their respective 24 -month and 22 -month terms. As of March 31, 2026, the fair value of the associated derivative asset and liability positions were not material.
Balance Sheet Items
Foreign currency contracts related to balance sheet items consist of forward contracts entered into to manage the exposure to fluctuations in foreign-currency exchange rates on recorded balance sheet assets and liabilities denominated in currencies other than the functional currency of the related operating unit. Certain forward currency contracts are entered into to protect underlying monetary assets and liabilities denominated in foreign currencies from foreign exchange risk and are not designated as hedging instruments. For balance sheet items that are not designated as hedging instruments, the fair value adjustments on these contracts are offset by the fair value adjustments recorded on the underlying monetary assets and liabilities.
Forecasted Transactions
Foreign currency contracts related to forecasted transactions consist of forward contracts entered into to manage the exposure to fluctuations in foreign-currency exchange rates on (1) forecasted purchases of capital-related equipment and services, (2) forecasted sales, or (3) other forecasted cash flows denominated in currencies other than the functional currency of the related operating units. For forecasted transactions that are designated as cash flow hedges, fair value adjustments are recorded to accumulated other comprehensive income (loss) with deferred amounts reclassified to earnings over the same time period as the income statement impact of the associated purchase. For forecasted transactions that do not qualify for cash flow hedging relationships, fair value adjustments are recorded directly to earnings. Linde is hedging forecasted transactions for a maximum period of four years .
Commodity Contracts
Commodity contracts are entered into to manage the exposure to fluctuations in commodity prices, which arise in the normal course of business from its procurement transactions. To reduce the extent of this risk, Linde enters into a limited number of electricity, natural gas, and propane gas derivatives. For forecasted transactions that are designated as cash flow hedges, fair value adjustments are recorded to accumulated other comprehensive income (loss) with deferred amounts reclassified to earnings over the same time period as the income statement impact of the associated purchase. Linde is hedging commodity contracts for a maximum period of three years .
12
Net Investment Hedges
Foreign Currency-Denominated Debt Designations
As of March 31, 2026, Linde has €17.3 billion ($20.0 billion) Euro-denominated notes and intercompany loans, ¥5.2 billion ($0.8 billion) CNY-denominated intercompany loans and CHF500 million ($625 million) CHF-denominated notes that are designated as hedges of the net investment positions in certain foreign operations. Since hedge inception, the deferred loss recorded within the cumulative translation adjustment component of accumulated other comprehensive income (loss) in the consolidated balance sheet is $1,228 million (deferred gain of $330 million in the consolidated statement of comprehensive income for the three months ended March 31, 2026), which is largely offset by an offsetting loss or gain on the underlying foreign net investment being hedged.
Foreign Currency Forward Exchange Contract Designations
The Company enters into forward exchange contracts to partially hedge its net investment in certain foreign-denominated subsidiaries. The Company assesses the forward exchange contracts used as net investment hedges under the spot method. This results in the difference between the spot rate and the forward rate of the forward exchange contract being excluded from the assessment of hedge effectiveness and recorded as incurred as a reduction in interest expense - net in the consolidated statement of income. Since hedge inception, the deferred gain recorded within the cumulative translation adjustment component of accumulated other comprehensive income (loss) in the consolidated balance sheet is $45 million (deferred gain of $63 million in the consolidated statement of comprehensive income for the three months ended March 31, 2026), which is largely offset by an offsetting loss or gain on the underlying foreign net investment being hedged. The amount of net interest income recorded for the three months ended March 31, 2026 and 2025 for all forward exchange contracts was $18 million and $8 million, respectively.
Effects of Previous Hedge Designations
As of March 31, 2026, exchange rate movements relating to previously designated hedges that remain in accumulated other comprehensive income (loss) is a loss of $91 million. These movements will remain in accumulated other comprehensive income (loss), until appropriate, such as upon sale or liquidation of the related foreign operations at which time amounts will be reclassified to the consolidated statement of income.
Interest Rate Swaps
Linde has historically used interest rate swaps to hedge the exposure to changes in the fair value of financial assets and financial liabilities as a result of interest rate changes. When used, these interest rate swaps would effectively convert fixed-rate interest exposures to variable rates; fair value adjustments were recognized in earnings along with an equally offsetting charge/benefit to earnings for the changes in the fair value of the underlying financial asset or financial liability (See Note 3).
Derivatives' Impact on Consolidated Statement of Income
The following table summarizes the impact of the company’s derivatives on the consolidated statement of income:
| Amount of Pre-Tax Gain (Loss) Recognized in Earnings * | |||||||||||||||||||||||
| Quarter Ended March 31, | |||||||||||||||||||||||
| (Millions of dollars) | 2026 | 2025 | |||||||||||||||||||||
| Derivatives Not Designated as Hedging Instruments | |||||||||||||||||||||||
| Currency contracts: | |||||||||||||||||||||||
| Balance sheet items | |||||||||||||||||||||||
| Debt-related | $ | ( | $ | ( | |||||||||||||||||||
| Other balance sheet items | ( | ||||||||||||||||||||||
| Total | $ | ( | $ | ( | |||||||||||||||||||
* The gains (losses) on balance sheet items are offset by gains (losses) recorded on the underlying hedged assets and liabilities. Accordingly, the gains (losses) for the derivatives and the underlying hedged assets and liabilities related to debt-related items are recorded in the consolidated statement of income as interest expense-net. Other balance sheet items gains (losses) are recorded in the consolidated statement of income as other income (expenses)-net.
The amounts of gain or loss recognized in accumulated other comprehensive income (loss) and reclassified to the consolidated statement of income was not material for the three months ended March 31, 2026 and 2025. Net impacts expected to be reclassified to earnings during the next twelve months are also not material.
13
5. Fair Value Disclosures
The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as follows:
Level 1 – quoted prices in active markets for identical assets or liabilities
Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions)
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table summarizes assets and liabilities measured at fair value on a recurring basis:
| Fair Value Measurements Using | |||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||||||||||
| (Millions of dollars) | March 31, 2026 | December 31, 2025 | March 31, 2026 | December 31, 2025 | March 31, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||
| Derivative assets | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Investments and securities* | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||
| Derivative liabilities | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
* Investments and securities are recorded in prepaid and other current assets and other long-term assets in the company's condensed consolidated balance sheet.
Level 1 investments and securities are marketable securities traded on an exchange. Level 2 investments are based on market prices obtained from independent brokers or determined using quantitative models that use as their basis readily observable market parameters that are actively quoted and can be validated through external sources, including third-party pricing services, brokers and market transactions. Level 3 investments and securities consist of a venture fund. For the valuation, Linde uses the net asset value received as part of the fund's quarterly reporting, which for the most part is not based on quoted prices in active markets. In order to reflect current market conditions, Linde proportionally adjusts these by observable market data (stock exchange prices) or current transaction prices.
Changes in Level 3 investments and securities were immaterial.
The fair value of cash and cash equivalents, short-term debt, accounts receivable-net, and accounts payable approximate carrying value because of the short-term maturities of these instruments.
The fair value of long-term debt is estimated based on the quoted market prices for the same or similar issues. Long-term debt is categorized within Level 2 of the fair value hierarchy. At March 31, 2026, the estimated fair value of Linde’s long-term debt portfolio was $19,836 million versus a carrying value of $21,495 million. At December 31, 2025, the estimated fair value of Linde’s long-term debt portfolio was $21,064 million versus a carrying value of $22,479 million. Differences between the carrying value and the fair value are attributable to fluctuations in interest rates subsequent to when the debt was issued and relative to stated coupon rates.
14
6. Earnings Per Share - Linde plc Shareholders
Basic and diluted earnings per share is computed by dividing Net income – Linde plc for the period by the weighted average number of either basic or diluted shares outstanding, as follows:
| Quarter Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Numerator (Millions of dollars) | |||||||||||||||||||||||
| Net Income – Linde plc | $ | $ | |||||||||||||||||||||
| Denominator (Thousands of shares) | |||||||||||||||||||||||
| Weighted average shares outstanding | |||||||||||||||||||||||
| Shares earned and issuable under compensation plans | |||||||||||||||||||||||
| Weighted average shares used in basic earnings per share | |||||||||||||||||||||||
| Effect of dilutive securities | |||||||||||||||||||||||
| Stock options and awards | |||||||||||||||||||||||
| Weighted average shares used in diluted earnings per share | |||||||||||||||||||||||
| Basic Earnings Per Share | $ | $ | |||||||||||||||||||||
| Diluted Earnings Per Share | $ | $ | |||||||||||||||||||||
The weighted-average of antidilutive securities excluded from the calculation of diluted earnings per share was 553 thousand for the three months ended March 31, 2026 and 420 thousand for the respective 2025 period.
7. Retirement Programs
The components of net pension and postretirement benefits other than pensions (“OPEB”) costs for the three months ended March 31, 2026 and 2025 are shown below:
| Quarter Ended March 31, | |||||||||||||||||||||||
| (Millions of dollars) | 2026 | 2025 | |||||||||||||||||||||
| Amount recognized in Operating Profit | |||||||||||||||||||||||
| Service cost | $ | $ | |||||||||||||||||||||
| Amount recognized in Net pension and OPEB cost (benefit), excluding service cost | |||||||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | |||||||||||||||||||||
| Net amortization and deferral (gain) loss | ( | ( | |||||||||||||||||||||
| ( | ( | ||||||||||||||||||||||
| Net periodic benefit cost (benefit) | $ | ( | $ | ( | |||||||||||||||||||
Components of net periodic benefit expense for other post-retirement plans for the three months ended March 31, 2026 and 2025 were not material.
8. Commitments and Contingencies
Contingent Liabilities
Linde is subject to various lawsuits and government investigations that arise from time to time in the ordinary course of business. These actions are based upon alleged environmental, tax, antitrust and personal injury claims, among others. Linde has strong defenses in these cases and intends to defend itself vigorously. It is possible that the company may incur losses in connection with some of these actions in excess of accrued liabilities. Management does not anticipate that in the aggregate such losses would have a material adverse effect on the company’s consolidated financial position or liquidity; however, it is possible that the final outcomes could have a significant impact on the company’s reported results of operations in any given period.
15
Significant matters are:
•During 2009, the Brazilian government published Law 11941/2009 instituting a new voluntary amnesty program (“Refis Program”) which allowed Brazilian companies to settle certain federal tax disputes at reduced amounts. During 2009, the company decided that it was economically beneficial to settle many of its outstanding federal tax disputes and such disputes were enrolled in the Refis Program, subject to final calculation and review by the Brazilian federal government. The company recorded estimated liabilities based on the terms of the Refis Program. Since 2009, Linde has been unable to reach final agreement on the calculations and initiated litigation against the government in an attempt to resolve certain items. Open issues relate to the following matters: (i) application of cash deposits and net operating loss carryforwards to satisfy obligations and (ii) the amount of tax reductions available under the Refis Program. It is difficult to estimate the timing of resolution of legal matters in Brazil.
•On and after April 23, 2019 former shareholders of Linde AG filed appraisal proceedings at the District Court (Landgericht) Munich I (Germany), seeking an increase of the cash consideration paid in connection with the previously completed cash merger squeeze-out of all of Linde AG’s minority shareholders for €189.46 per share. Any such increase would apply to all 14,763,113 Linde AG shares that were outstanding on April 8, 2019, when the cash merger squeeze-out was completed. The period for plaintiffs to file claims expired on July 9, 2019. In November 2023, the court issued a decision rejecting the plaintiffs’ claims in their entirety and determining that the cash merger squeeze-out consideration was appropriate. The plaintiffs have appealed this decision.
The company believes the consideration paid was fair and that the claims are not supported by sufficient evidence, and no reserve has been established. We cannot estimate the timing of resolution.
•On May 27, 2022, performance of all Linde Engineering agreements in Russia were lawfully suspended in compliance with applicable sanctions. In December 2022, at RusChemAlliance’s (RCA) request a Russian St. Petersburg court (“St. Petersburg Court”) issued an injunction preventing sale of Linde Russia subsidiaries and assets. Since then, in accordance with the dispute resolution provisions of the related engineering agreements Linde secured judgments reenforcing jurisdiction of the agreements with RCA outside of Russia and ordering the St. Petersburg proceedings stayed and injunctions lifted. However, RCA has continued to pursue its claims in Russia and during 2024 two Linde Russian joint ventures were sold locally pursuant to a St. Petersburg court order and the proceeds provided to RCA. Linde does not expect a material adverse impact on earnings given the combined $1.9 billion liabilities recorded as of March 31, 2026 and the immaterial investment value of its remaining deconsolidated Russia subsidiaries. Please see further detail on the Russian legal cases below.
RCA GPP and LNG
In December 2022, the St. Petersburg Court issued an injunction preventing (i) the sale of any shares in Linde’s subsidiaries and joint ventures in Russia, and (ii) the disposal of any of the assets in those entities exceeding 5 % of the relevant company’s overall asset value. RCA is owned 50 % by PJSC Gazprom. The injunction was requested by RCA to secure payment of a possible award under an arbitration proceeding RCA intended to file against Linde Engineering for alleged breach of contract under the agreement to build a gas processing plant in Russia entered into in July 2021. In 2023, RCA filed a claim in St. Petersburg against Linde GmbH for recovery of advance payments under the agreement ("GPP Claim"), and subsequently (i) added Linde and other Linde subsidiaries as defendants, and (ii) seeking payment of alleged damages from Linde and guarantor banks. In 2024, RCA filed a similar claim for repayment and damages against Linde for alleged breach of contract under the agreement to build a liquefied natural gas plant in Russia entered into in September 2021 (“LNG Claim”, and together with the GPP Claim, the “Russian Claims”).
Dispute resolution provisions
In accordance with the dispute resolution provisions of the agreements, in 2023, Linde filed a notice of arbitration with the Hong Kong International Arbitration Centre ("HKIAC") against RCA to claim that (i) RCA has no entitlement to payment, (ii) RCA’s Russian Claims are in breach of the arbitration agreement which requires HKIAC arbitration, and (iii) RCA must compensate Linde for the losses and damages caused by the injunction. During 2024, Linde secured awards on exclusive jurisdiction with HKIAC.
In January 2024, the Hong Kong court issued a final judgment in Linde’s favor (i) granting a permanent anti-suit injunction against RCA to seek a stay of the GPP claim and not start an LNG claim, (ii) granting a permanent, global anti-enforcement injunction against RCA for the GPP claim, and (iii) ordering that the injunction issued by the St. Petersburg Court be lifted (“HK Court Judgment”).
Despite the judgments of the Hong Kong court and similar orders issued by the HKIAC arbitration tribunals, RCA is continuing to pursue its claims in Russia and neither the St. Petersburg injunction affecting Linde’s shares and assets has been lifted, nor the proceeding in St. Petersburg been stayed. The HKIAC arbitration proceedings are ongoing.
16
Local seizures
During 2024, the St. Petersburg Court decided the GPP Claim in favor of RCA (the “GPP Decision”) and later that year, decided the LNG Claim in favor of RCA (the “LNG Decision”). Linde unsuccessfully appealed the GPP Decision in 2024. During the fourth quarter of 2024, RCA executed enforcement actions related to the GPP Decision within Russia for Linde’s shares in two Linde Russian joint ventures and locally RCA received payment from the purchase of these shares by Linde’s joint venture partners. RCA previously initiated the enforcement process for the GPP Decision within Russia for the remainder of Linde’s local assets, and these proceedings are currently ongoing.
Separately, certain guarantor banks of the RCA GPP and LNG projects, following their own asset seizures in Russia, have asserted claims for reimbursement against Linde GmbH in Germany totaling approximately €0.8 billion. These guarantee proceedings are exceptional in nature and arise from highly specific, sanctions-driven situations.
Linde intends to claim all damages related to or rising from RCA's enforcement of the GPP and LNG Decisions in the HKIAC arbitration proceedings. Linde subsidiaries affected by the GPP Decision have also filed claims for damages against RCA and/or its controlling shareholder in the Southern District of New York, the Netherlands and Germany. A subsidiary of Linde has obtained a judgment for damages in Germany against Gazprom PJSC in an amount of €204 million related to the seizure of the shares of a Russian joint venture.
As of March 31, 2026, Linde has a contingent liability of $1.1 billion, which represents advance payments previously recorded in contract liabilities related to terminated engineering projects with RCA. As a result of the contract terminations, Linde no longer has future performance obligations for these projects.
It is difficult to estimate the timing of resolution of these matters. The company intends to vigorously defend its interests in the Russian Claims, Hong Kong arbitration proceedings, German guarantee proceedings and other jurisdictions.
Amur GPP
In July 2015, Gazprom Pererabotka Blagoveshchensk LLC ("Gazprom"), a 100% subsidiary of PJSC Gazprom, entered into an engineering, procurement and construction contract with OJSC NIPIgazpererabotka ("Nipigas") for the construction of a gas processing plant and other components located in the Amur Region, Russia (“Amur GPP”). Subsequently, in December 2015, Nipigas and Linde Engineering, executed a subcontract for engineering, procurement, and site services ("EPSS Contract") for licensed production units for the Amur GPP project. Additionally, Linde also entered into (i) a license agreement with Gazprom in 2017 for the operation of the plants, and (ii) a direct owner agreement with Gazprom and Nipigas ("DOA") which included limitation of liability provisions. Performance of the Amur GPP agreements were lawfully suspended in compliance with applicable sanctions on May 27, 2022.
On October 8, 2021 and January 5, 2022, fires occurred at the Amur GPP facility. Following the initial fire in 2021, Linde undertook a comprehensive review of the incident, including a detailed local inspection conducted by Linde employees. The Linde report concluded that the fire was attributable to the quality of construction and assembly work, responsibilities falling under the scope of Nipigas.
On October 29, 2024, Gazprom submitted a claim to the Arbitration State Court in the Amur Region, Russia (“Amur Court”) against Linde Engineering and project-unrelated Linde entities claiming damages and lost profits arising from the fire incidents.
During 2025, Linde Engineering formally initiated arbitration proceedings against Gazprom before the Arbitration Institute of the Stockholm Chamber of Commerce (SCC) in Stockholm, Sweden, as provided for in the DOA.
As of March 31, 2026, Linde has a contingent liability of $0.8 billion for this and other Amur GPP contract matters. It is difficult to estimate the timing of resolution of this matter. The company intends to vigorously defend its interests in this case.
9. Segment Information
For a description of Linde plc's operating segments and information on how the Chief Operating Decision Maker assesses performance and allocates resources, refer to Note 18 to the consolidated financial statements on Linde plc's 2025 Annual Report on Form 10-K. The company’s measure of profit/loss for segment reporting is segment operating profit. Segment
17
operating profit is defined as operating profit excluding purchase accounting impacts of the Linde AG merger, cost reduction and other charges, and items not indicative of ongoing business trends.
The table below presents sales and operating profit information about reportable segments and Other for the quarter ended March 31, 2026 and 2025.
| Quarter Ended March 31, | ||||||||||||||||||||||||||||||||||||||
| (Millions of dollars) | Americas | EMEA | APAC | Engineering | Other | Total | ||||||||||||||||||||||||||||||||
| 2026 | ||||||||||||||||||||||||||||||||||||||
| Sales (a) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Variable Costs (b) | ||||||||||||||||||||||||||||||||||||||
| Fixed Costs and other (c) | ||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization (d) | ||||||||||||||||||||||||||||||||||||||
| Operating Profit (e) | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| 2025 | ||||||||||||||||||||||||||||||||||||||
| Sales (a) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Variable Costs (b) | ||||||||||||||||||||||||||||||||||||||
| Fixed Costs and other (c) | ||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization (d) | ||||||||||||||||||||||||||||||||||||||
| Operating Profit (e) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
(a)Sales reflect external sales only. Intersegment sales from Engineering to the industrial gases segments were $573 million and $601 million for the three months ended March 31, 2026 and 2025, respectively. Intersegment sales from Helium were $97 million and $112 million for the three months ended March 31, 2026 and 2025, respectively.
(b)Variable costs represents the variable portion of cost of sales, exclusive of depreciation and amortization.
(c)Fixed costs and other represent the fixed portion of cost of sales (exclusive of depreciation and amortization), selling, general and administrative, research and development and other income (expenses) - net.
(d)Refer to the reconciliation of depreciation and amortization to consolidated results below.
(e)Refer to the reconciliation of operating profit to consolidated results below.
Reconciliations to Consolidated Results
Depreciation and Amortization
The table below reconciles total depreciation and amortization disclosed in the table above to consolidated depreciation and amortization as reflected on our consolidated statement of income:
| Quarter Ended March 31, | ||||||||||||||||||||||||||
| (Millions of dollars) | 2026 | 2025 | ||||||||||||||||||||||||
| Total segment depreciation and amortization | $ | $ | ||||||||||||||||||||||||
| Purchase accounting impacts - Linde AG (a) | ||||||||||||||||||||||||||
| Total depreciation and amortization | $ | $ | ||||||||||||||||||||||||
Income Before Income Taxes and Equity Investments
The table below reconciles total operating profit disclosed in the table above to consolidated income before income taxes and equity investments as reflected on our consolidated statement of income:
18
| Quarter Ended March 31, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| Total segment operating profit | $ | $ | ||||||||||||||||||||||||
| Cost reduction program and other charges | ||||||||||||||||||||||||||
| Purchase accounting impacts - Linde AG (a) | ||||||||||||||||||||||||||
| Total operating profit | ||||||||||||||||||||||||||
| Interest expense - net | ||||||||||||||||||||||||||
| Net pension and OPEB cost (benefit), excluding service cost | ( | ( | ||||||||||||||||||||||||
| Total consolidated income before income taxes and equity investments | $ | $ | ||||||||||||||||||||||||
(a)To adjust for purchase accounting impacts related to the merger.
10. Equity
A summary of the changes in total equity for the three months ended March 31, 2026 and 2025 is provided below:
| Quarter Ended March 31, | |||||||||||||||||||||||||||||||||||
| (Millions of dollars) | 2026 | 2025 | |||||||||||||||||||||||||||||||||
| Activity | Linde plc Shareholders’ Equity | Noncontrolling Interests | Total Equity | Linde plc Shareholders’ Equity | Noncontrolling Interests | Total Equity | |||||||||||||||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Net income (a) | |||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ||||||||||||||||||||||||||||||||||
| Noncontrolling interests: | |||||||||||||||||||||||||||||||||||
| Additions (reductions) | |||||||||||||||||||||||||||||||||||
| Dividends and other capital changes | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
Dividends to Linde plc ordinary share holders ($ | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Issuances of ordinary shares: | |||||||||||||||||||||||||||||||||||
| For employee savings and incentive plans | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Purchases of ordinary shares | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Share-based compensation | |||||||||||||||||||||||||||||||||||
| Balance, end of period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
19
(a)Net income for noncontrolling interests excludes net income related to redeemable noncontrolling interests which is not significant for the three months ended March 31, 2026 and 2025 and which is not part of total equity.
The components of Accumulated other comprehensive income (loss) are as follows:
| (Millions of dollars) | March 31, 2026 | December 31, 2025 | |||||||||
| Cumulative translation adjustment - net of taxes: | |||||||||||
| Americas | $ | ( | $ | ( | |||||||
| EMEA | ( | ( | |||||||||
| APAC | ( | ( | |||||||||
| Engineering | |||||||||||
| Other | ( | ( | |||||||||
| ( | ( | ||||||||||
| Derivatives - net of taxes | |||||||||||
Pension / OPEB (net of tax obligations of $ | |||||||||||
| $ | ( | $ | ( | ||||||||
11. Revenue Recognition
Revenue is accounted for in accordance with ASC 606. Revenue is recognized as control of goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled to receive in exchange for the goods or services.
Contracts with Customers
Linde serves a diverse group of industries including healthcare, chemicals and energy, manufacturing, metals and mining, food and beverage, and electronics.
Industrial Gases
Within each of the company’s geographic segments for industrial gases, there are three basic distribution methods: (i) on-site or tonnage; (ii) merchant or bulk liquid; and (iii) packaged or cylinder gases. The distribution method used by Linde to supply a customer is determined by many factors, including the customer’s volume requirements and location. The distribution method generally determines the contract terms with the customer and, accordingly, the revenue recognition accounting practices. Linde's primary products in its industrial gases business are atmospheric gases (oxygen, nitrogen, argon, rare gases) and process gases (hydrogen, helium, carbon dioxide, carbon monoxide, electronic gases, specialty gases, acetylene). These products are generally sold through one of the three distribution methods.
Following is a description of each of the three industrial gases distribution methods and the respective revenue recognition policies:
On-site. Customers that require the largest volumes of product and that have a relatively constant demand pattern are supplied by cryogenic and process gas on-site plants. Linde constructs plants on or adjacent to these customers’ sites and supplies the product directly to customers by pipeline. Where there are large concentrations of customers, a single pipeline may be connected to several plants and customers. On-site product supply contracts generally are total requirement contracts with terms typically ranging from 10 -20 years and contain minimum purchase requirements and price escalation provisions. Many of the cryogenic on-site plants also produce liquid products for the merchant market. Therefore, plants are typically not dedicated to a single customer. Additionally, Linde is responsible for the design, construction, operations and maintenance of the plants and our customers typically have no involvement in these activities. Advanced air separation processes also allow on-site delivery to customers with smaller volume requirements.
The company’s performance obligations related to on-site customers are satisfied over time as customers receive and obtain control of the product. Linde has elected to apply the practical expedient for measuring progress towards the completion of a performance obligation and recognizes revenue as the company has the right to invoice each customer, which generally corresponds with product delivery. Accordingly, revenue is recognized when product is delivered to the customer and the company has the right to invoice the customer in accordance with the contract terms. Consideration in these contracts is generally based on pricing which fluctuates with various price indices. Variable components of consideration exist within on-site contracts but are considered constrained.
20
Merchant. Merchant deliveries generally are made from Linde's plants by tanker trucks to storage containers at the customer's site. Due to the relatively high distribution cost, merchant oxygen and nitrogen generally have a relatively small distribution radius from the plants at which they are produced. Merchant argon, hydrogen and helium can be shipped much longer distances. The customer agreements used in the merchant business are usually to seven year supply agreements based on the requirements of the customer. These contracts generally do not contain minimum purchase requirements or volume commitments.
The company’s performance obligations related to merchant customers are generally satisfied at a point in time as the customers receive and obtain control of the product. Revenue is recognized when product is delivered to the customer and the company has the right to invoice the customer in accordance with the contract terms.
Packaged Gases. Customers requiring small volumes are supplied products in containers called cylinders, under medium to high pressure. Linde distributes merchant gases from its production plants to company-owned cylinder filling plants where cylinders are then filled for distribution to customers. Cylinders may be delivered to the customer’s site or picked up by the customer at a packaging facility or retail store. Linde invoices the customer for the industrial gases and the use of the cylinder container(s). The company also sells hardgoods and welding equipment purchased from independent manufacturers. Packaged gases are generally sold under to three-year supply contracts and purchase orders and do not contain minimum purchase requirements or volume commitments.
The company’s performance obligations related to packaged gases are satisfied at a point in time. Accordingly, revenue is recognized when product is delivered to the customer or when the customer picks up product from a packaged gas facility or retail store, and the company has the right to payment from the customer in accordance with the contract terms.
Engineering
The company designs and manufactures equipment for air separation and other industrial gas applications manufactured specifically for end customers. Sale of equipment contracts are generally comprised of a single performance obligation. Revenue from sale of equipment is generally recognized over time as Linde has an enforceable right to payment for performance completed to date and performance does not create an asset with alternative use. For contracts recognized over time, revenue is recognized primarily using a cost incurred input method. Costs incurred to date relative to total estimated costs at completion are used to measure progress toward satisfying performance obligations. Costs incurred include material, labor, and overhead costs and represent work contributing and proportionate to the transfer of control to the customer. Changes to cost estimates and contract modifications are typically accounted for as part of the existing contract and are recognized as cumulative adjustments for the inception-to-date effect of such change.
Contract Assets and Liabilities
Contract assets and liabilities result from differences in timing of revenue recognition and customer invoicing. Contract assets primarily relate to sale of equipment contracts for which revenue is recognized over time. The balance represents unbilled revenue which occurs when revenue recognized under the measure of progress exceeds amounts invoiced to customers. Customer invoices may be based on the passage of time, the achievement of certain contractual milestones or a combination of both criteria. Contract liabilities include advance payments or right to consideration prior to performance under the contract. Contract liabilities are recognized as revenue as performance obligations are satisfied under contract terms. Linde has contract assets of $398 million at March 31, 2026 (current contract assets of $321 million and $77 million within other long-term assets in the condensed consolidated balance sheet). Total contract assets were $336 million at December 31, 2025 (current contract assets of $269 million and $67 million within other long-term assets in the condensed consolidated balance sheet). Total contract liabilities are $2,456 million at March 31, 2026 (current contract liabilities of $1,168 million and $1,288 million within other long-term liabilities in the condensed consolidated balance sheet). Total contract liabilities were $2,515 million at December 31, 2025 (current contract liabilities of $1,231 million and $1,284 million within other long-term liabilities in the condensed consolidated balance sheet). Revenue recognized for the three months ended March 31, 2026 that was included in the contract liability at December 31, 2025 was $378 million. Contract assets and liabilities primarily relate to the Engineering business and customer prepayments for certain on-site supply agreements.
Payment Terms and Other
Linde generally receives payment after performance obligations are satisfied, and customer prepayments are not typical for the industrial gases business. Payment terms vary based on the country where sales originate and local customary payment practices. Linde does not typically offer extended financing outside of customary payment terms. Amounts billed for sales and use taxes, value-added taxes, and certain excise and other specific transactional taxes imposed on revenue producing transactions are presented on a net basis and are not included in sales within the consolidated statement of income. Additionally, sales returns and allowances are not a normal practice in the industry and are not significant.
21
Disaggregated Revenue Information
As described above and in Note 19 to Linde plc's 2025 Annual Report on Form 10-K, the company manages its industrial gases business on a geographic basis, while the Engineering and Other businesses are generally managed on a global basis. Furthermore, the company believes that reporting sales by distribution method by reportable geographic segment best illustrates the nature, timing, type of customer, and contract terms for its revenues, including terms and pricing.
The following tables show sales by distribution method at the consolidated level and for each reportable segment and Other for the three months ended March 31, 2026 and March 31, 2025.
| (Millions of dollars) | Quarter Ended March 31, | ||||||||||||||||||||||
| Sales | Americas | EMEA | APAC | Engineering | Other | Total | % | ||||||||||||||||
| 2026 | |||||||||||||||||||||||
| Merchant | $ | $ | $ | $ | $ | $ | % | ||||||||||||||||
| On-Site | % | ||||||||||||||||||||||
| Packaged Gas | % | ||||||||||||||||||||||
| Other | % | ||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | % | ||||||||||||||||
| 2025 | |||||||||||||||||||||||
| Merchant | $ | $ | $ | $ | $ | $ | % | ||||||||||||||||
| On-Site | % | ||||||||||||||||||||||
| Packaged Gas | % | ||||||||||||||||||||||
| Other | % | ||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | % | ||||||||||||||||
Remaining Performance Obligations
As described above, Linde's contracts with on-site customers are under long-term supply arrangements which generally require the customer to purchase their requirements from Linde and also have minimum purchase requirements. Additionally, plant sales from the Linde Engineering business are primarily contracted on a fixed price basis. As of March 31, 2026, the company estimates the consideration related to future minimum purchase requirements and plant sales was approximately $64 billion. This amount excludes all on-site sales above minimum purchase requirements, which can be significant depending on customer needs. In the future, actual amounts will be different due to impacts from several factors, many of which are beyond the company’s control including, but not limited to, timing of newly signed, terminated and renewed contracts, inflationary price escalations, currency exchange rates, and pass-through costs related to natural gas and electricity. The actual duration of long-term supply contracts ranges up to thirty years . The company estimates that approximately half of the revenue related to minimum purchase requirements will be earned in the next six years and the remaining thereafter.
22
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A")
Non-GAAP Measures
Throughout MD&A, the company provides adjusted operating results exclusive of certain items such as Cost reduction program and other charges, purchase accounting impacts of the Linde AG merger, and pension settlement charges. Adjusted amounts are non-GAAP measures which are intended to supplement investors’ understanding of the company’s financial information by providing measures which investors, financial analysts and management find useful in evaluating the company’s operating performance. Items which the company does not believe to be indicative of on-going business performance are excluded from these calculations so that investors can better evaluate and analyze historical and future business trends on a consistent basis. In addition, operating results, excluding these items, is important to management's development of annual and long-term employee incentive compensation plans. Definitions of these non-GAAP measures may not be comparable to similar definitions used by other companies and are not a substitute for similar GAAP measures.
The non-GAAP measures and reconciliations are separately included in a later section in the MD&A titled "Non-GAAP Measures and Reconciliations."
23
Consolidated Results
The following table provides summary information for the three months ended March 31, 2026 and 2025. The reported amounts are GAAP amounts from the Consolidated Statement of Income. The adjusted amounts are intended to supplement investors' understanding of the company's financial information and are not a substitute for GAAP measures:
| Quarter Ended March 31, | |||||||||||||||||||||||||||||||||||
| (Millions of dollars, except per share data) | 2026 | 2025 | Variance | ||||||||||||||||||||||||||||||||
| Sales | $ | 8,781 | $ | 8,112 | 8 | % | |||||||||||||||||||||||||||||
| Cost of sales, exclusive of depreciation and amortization | $ | 4,523 | $ | 4,157 | 9 | % | |||||||||||||||||||||||||||||
| As a percent of sales | 51.5 | % | 51.2 | % | |||||||||||||||||||||||||||||||
| Selling, general and administrative | $ | 893 | $ | 786 | 14 | % | |||||||||||||||||||||||||||||
| As a percent of sales | 10.2 | % | 9.7 | % | |||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | 951 | $ | 910 | 5 | % | |||||||||||||||||||||||||||||
| Cost reduction program and other charges | $ | — | $ | 55 | (100) | % | |||||||||||||||||||||||||||||
| Other income (expense) - net | $ | 63 | $ | 18 | 250 | % | |||||||||||||||||||||||||||||
| Operating profit | $ | 2,439 | $ | 2,184 | 12 | % | |||||||||||||||||||||||||||||
| Operating margin | 27.8 | % | 26.9 | % | |||||||||||||||||||||||||||||||
| Interest expense - net | $ | 62 | $ | 60 | 3 | % | |||||||||||||||||||||||||||||
| Net pension and OPEB cost (benefit), excluding service cost | $ | (54) | $ | (56) | (4) | % | |||||||||||||||||||||||||||||
| Effective tax rate | 23.5 | % | 23.4 | % | |||||||||||||||||||||||||||||||
| Income from equity investments | $ | 40 | $ | 38 | 5 | % | |||||||||||||||||||||||||||||
| Noncontrolling interests | $ | (43) | $ | (34) | 26 | % | |||||||||||||||||||||||||||||
| Net Income – Linde plc | $ | 1,857 | $ | 1,673 | 11 | % | |||||||||||||||||||||||||||||
| Diluted earnings per share | $ | 3.98 | $ | 3.51 | 13 | % | |||||||||||||||||||||||||||||
| Diluted shares outstanding | 466,319 | 476,262 | (2) | % | |||||||||||||||||||||||||||||||
| Number of employees | 65,034 | 65,069 | — | % | |||||||||||||||||||||||||||||||
| Adjusted Amounts (a) | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | 760 | $ | 719 | 6 | % | |||||||||||||||||||||||||||||
| Operating profit | $ | 2,630 | $ | 2,438 | 8 | % | |||||||||||||||||||||||||||||
| Operating margin | 30.0 | % | 30.1 | % | |||||||||||||||||||||||||||||||
| Effective tax rate | 23.5 | % | 23.5 | % | |||||||||||||||||||||||||||||||
| Net Income – Linde plc | $ | 2,019 | $ | 1,880 | 7 | % | |||||||||||||||||||||||||||||
| Diluted earnings per share | $ | 4.33 | $ | 3.95 | 10 | % | |||||||||||||||||||||||||||||
| Other Financial Data (a) | |||||||||||||||||||||||||||||||||||
| EBITDA | $ | 3,430 | $ | 3,132 | 10 | % | |||||||||||||||||||||||||||||
| As percent of sales | 39.1 | % | 38.6 | % | |||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 3,449 | $ | 3,213 | 7 | % | |||||||||||||||||||||||||||||
| As percent of sales | 39.3 | % | 39.6 | % | |||||||||||||||||||||||||||||||
(a)Adjusted amounts and Other Financial Data are non-GAAP performance measures. A reconciliation of reported amounts to adjusted amounts can be found in the "Non-GAAP Measures and Reconciliations" section of this MD&A.
Reported
In the first quarter of 2026, Linde's sales were $8,781 million, 8% above the prior year. Currency translation increased sales by 5% in the quarter, largely driven by the strengthening of the Euro against the U.S dollar. Sales grew 2% from higher price attainment. Volumes increased sales by 1% in the quarter versus the 2025 respective period, primarily due to new project start-ups. Acquisitions increased sales by 1% in the quarter. Cost pass-through, representing the contractual billing of energy cost variances primarily to onsite customers, was flat in the quarter. Engineering sales decreased by 1% in the quarter.
Reported operating profit for the first quarter of 2026 was $2,439 million, or 27.8% of sales, 12% above the prior year. The reported year-over-year increase was primarily driven by higher pricing, currency translation and productivity initiatives, which more than offset adverse impacts from cost inflation. The reported effective tax rate ("ETR") was 23.5% in the first quarter
24
2026 versus 23.4% in the first quarter 2025. Diluted earnings per share ("EPS") was $3.98, or 13% above EPS of $3.51 in the first quarter of 2025, primarily due to higher net income - Linde plc and lower diluted shares outstanding.
Adjusted
In the first quarter of 2026, adjusted operating profit of $2,630 million, or 30.0% of sales, was 8% higher as compared to 2025, driven by higher pricing, currency translation and productivity initiatives, partially offset by cost inflation. On an adjusted basis, the ETR was 23.5% for the first quarter 2026 and the 2025 respective period. On an adjusted basis, EPS was $4.33, 10% above the 2025 adjusted EPS of $3.95, driven by higher adjusted net income - Linde plc and lower diluted shares outstanding.
Outlook
Linde provides quarterly updates on operating results, material trends that may affect financial performance, and financial guidance via quarterly earnings releases and investor teleconferences. These updates are available on the company’s website, www.linde.com, but are not incorporated herein.
Results of operations
The changes in consolidated sales compared to the prior year are attributable to the following:
| Quarter Ended March 31, 2026 vs. 2025 | |||||||||||
| % Change | |||||||||||
| Factors Contributing to Changes - Sales | |||||||||||
| Volume | 1 | % | |||||||||
| Price/Mix | 2 | % | |||||||||
| Cost pass-through | — | % | |||||||||
| Currency | 5 | % | |||||||||
| Acquisitions/divestitures | 1 | % | |||||||||
| Engineering | (1) | % | |||||||||
| 8 | % | ||||||||||
Sales
Sales increased by 8% for the first quarter of 2026, versus the respective 2025 period. Currency translation increased sales by 5% in the quarter, largely driven by the strengthening of the Euro against the U.S. dollar. Higher price attainment increased sales by 2% in the quarter. Volumes increased sales by 1% for the quarter, primarily due to new project start-ups. Acquisitions increased sales by 1% in the quarter. Cost pass-through was flat in the quarter. Engineering sales decreased by 1% in the quarter.
Cost of sales, exclusive of depreciation and amortization
Cost of sales, exclusive of depreciation and amortization, increased $366 million, or 9%, for the first quarter of 2026 primarily due to currency translation, cost inflation, partially offset by productivity gains. Cost of sales, exclusive of depreciation and amortization, was 51.5% of sales for the first quarter, versus 51.2% for the respective 2025 period. The increase as a percentage of sales in the quarter was primarily due to higher costs, partially offset by pricing and productivity gains.
Selling, general and administrative expenses
Selling, general and administrative expense ("SG&A") increased $107 million, or 14%, for the first quarter of 2026. SG&A was 10.2% of sales for the three months ended March 31, 2026 versus 9.7% of sales for the respective 2025 period. Currency impact increased SG&A by approximately $37 million for the first quarter of 2026. Excluding currency impacts, underlying SG&A increased in the first quarter of 2026 driven primarily by higher costs.
Depreciation and amortization
Reported depreciation and amortization expense increased $41 million, or 5%, in the first quarter of 2026. On an adjusted basis, excluding merger-related impact, depreciation and amortization increased $41 million, or 6%, including currency impact of $29
25
million. Excluding currency for the quarter, the underlying depreciation and amortization increase was largely driven by new project start-ups.
Cost reduction program and other charges
There were no cost reduction program and other charges for the three months ended March 31, 2026. The respective 2025 period primarily included severance charges of $55 million. On an adjusted basis, these costs have been excluded.
Other income (expense) - net
Reported other income (expense) - net was a benefit of $63 million for the first quarter of 2026 primarily driven by a gain on a divestiture in the Americas business. In the respective 2025 period, other income (expense) was a benefit of $18 million.
Operating profit
On a reported basis, operating profit increased $255 million, or 12%, for the first quarter of 2026. The increase was primarily due to higher pricing, currency translation, savings from productivity initiatives and lower cost reduction program and other charges, which more than offset the adverse impacts of cost inflation.
On an adjusted basis, which excludes the impacts of merger-related purchase accounting as well as cost reduction programs and other charges, operating profit increased $192 million, or 8%, for the first quarter of 2026. Operating profit growth was driven by higher pricing, currency translation and productivity initiatives, which more than offset the effects of cost inflation during the first quarter of 2026. A discussion of operating profit by segment is included in the segment discussion that follows.
Interest expense - net
Reported interest expense - net increased $2 million, or 3%, for the first quarter of 2026 versus the respective 2025 period.
Net pension and OPEB cost (benefit), excluding service cost
Reported net pension and OPEB cost (benefit), excluding service cost, was a benefit of $54 million for the quarter, versus $56 million for the respective 2025 period. The decrease was driven by higher interest cost and lower amortization of deferred gains, partially offset by higher expected return on plan assets year-over-year.
Effective tax rate
The reported effective tax rate ("ETR") for the first quarter of 2026 was 23.5%, versus 23.4% for the respective 2025 period.
On an adjusted basis, the ETR was 23.5% for the three months ended March 31, 2026 and the 2025 respective period.
Income from equity investments
Reported income from equity investments for the first quarter of 2026 was $40 million, versus $38 million for the respective 2025 period.
On an adjusted basis, income from equity investments for the first quarter of 2026 was $59 million, versus $56 million for the respective 2025 period.
Noncontrolling interests
At March 31, 2026, noncontrolling interests consisted primarily of non-controlling shareholders' investments in APAC (primarily China). Reported noncontrolling interests income was $43 million for the first quarter of 2026 and $34 million for the respective 2025 period.
Net Income – Linde plc
Reported net income - Linde plc increased $184 million, or 11%, for the first quarter of 2026 versus the respective 2025 period. On an adjusted basis, which excludes the impacts of merger-related purchase accounting and cost reduction program and other charges, net income - Linde plc increased $139 million, or 7%, for the first quarter of 2026 versus the respective 2025 period. On both a reported and adjusted basis, the increase was largely driven by higher operating profit.
26
Diluted earnings per share
Reported diluted earnings per share increased $0.47, or 13%, for the first quarter of 2026 versus the respective 2025 period. On an adjusted basis, diluted EPS increased $0.38, or 10%, for the three months ended March 31, 2026, versus the respective 2025 period. On both a reported and adjusted basis, the increase was primarily due to higher net income - Linde plc and lower diluted shares outstanding.
Employees
The number of employees at March 31, 2026 was 65,034, a decrease of 35 employees from March 31, 2025.
Other Financial Data
EBITDA was $3,430 million for the first quarter of 2026 as compared to $3,132 million in the respective 2025 period. Adjusted EBITDA increased to $3,449 million for the first quarter of 2026 from $3,213 million in the respective 2025 period. The increase on both a reported and adjusted basis was driven by higher net income - Linde plc versus prior year.
See the "Non-GAAP Measures and Reconciliations" section for definitions and reconciliations of these adjusted non-GAAP measures to reported GAAP amounts.
Other Comprehensive Income (Loss)
Other comprehensive income was $79 million for the first quarter of 2026. The income in the quarter resulted primarily from currency translation adjustments of $55 million. 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 and British pound. See the "Currency" section of the MD&A for exchange rates used for translation purposes and Note 10 to the condensed consolidated financial statements for a summary of the currency translation adjustment component of accumulated other comprehensive income (loss) by segment.
27
Segment Discussion
The following summary of sales and operating profit by segment provides a basis for the discussion that follows. Linde plc evaluates the performance of its reportable segments based on operating profit, excluding items not indicative of ongoing business trends. The reported amounts are GAAP amounts from the Consolidated Statement of Income.
| Quarter Ended March 31, | |||||||||||||||||||||||
| (Millions of dollars) | 2026 | 2025 | Variance | ||||||||||||||||||||
| SALES | |||||||||||||||||||||||
| Americas | $ | 4,025 | $ | 3,666 | 10 | % | |||||||||||||||||
| EMEA | 2,171 | 2,031 | 7 | % | |||||||||||||||||||
| APAC | 1,701 | 1,539 | 11 | % | |||||||||||||||||||
| Engineering | 517 | 565 | (8) | % | |||||||||||||||||||
| Other | 367 | 311 | 18 | % | |||||||||||||||||||
| Total sales | $ | 8,781 | $ | 8,112 | 8 | % | |||||||||||||||||
| SEGMENT OPERATING PROFIT | |||||||||||||||||||||||
| Americas | $ | 1,272 | $ | 1,137 | 12 | % | |||||||||||||||||
| EMEA | 784 | 722 | 9 | % | |||||||||||||||||||
| APAC | 477 | 451 | 6 | % | |||||||||||||||||||
| Engineering | 101 | 114 | (11) | % | |||||||||||||||||||
| Other | (4) | 14 | (129) | % | |||||||||||||||||||
| Segment operating profit | $ | 2,630 | $ | 2,438 | 8 | % | |||||||||||||||||
| Reconciliation to reported operating profit: | |||||||||||||||||||||||
| Cost reduction program and other charges | — | (55) | |||||||||||||||||||||
| Purchase accounting impacts - Linde AG (a) | (191) | (199) | |||||||||||||||||||||
| Total operating profit | $ | 2,439 | $ | 2,184 | |||||||||||||||||||
(a)To adjust for purchase accounting impacts related to the merger.
28
Americas
| Quarter Ended March 31, | |||||||||||||||||||||||||||||||||||
| (Millions of dollars) | 2026 | 2025 | Variance | ||||||||||||||||||||||||||||||||
| Sales | $ | 4,025 | $ | 3,666 | 10 | % | |||||||||||||||||||||||||||||
| Operating profit | $ | 1,272 | $ | 1,137 | 12 | % | |||||||||||||||||||||||||||||
| As a percent of sales | 31.6 | % | 31.0 | % | |||||||||||||||||||||||||||||||
| Quarter Ended March 31, 2026 vs. 2025 | |||||||||||
| % Change | |||||||||||
Factors Contributing to Changes - Sales | |||||||||||
| Volume | 2 | % | |||||||||
| Price/Mix | 4 | % | |||||||||
| Cost pass-through | 2 | % | |||||||||
| Currency | 2 | % | |||||||||
| Acquisitions/divestitures | — | % | |||||||||
| 10 | % | ||||||||||
The Americas segment includes Linde's industrial gases operations in approximately 20 countries including the United States, Canada, Mexico, and Brazil.
Sales
Sales for the Americas segment increased $359 million, or 10%, for the first quarter versus the respective 2025 period. Higher pricing contributed 4% to sales in the first quarter. Volumes increased sales by 2% in the quarter, primarily driven by electronics, manufacturing and metals and mining end markets including project start-ups. Cost pass-through increased sales by 2% in the quarter, with minimal impact on operating profit. Currency translation increased sales by 2% in the first quarter, driven primarily by the strengthening of the Mexican peso and Brazilian real against the U.S. dollar. Acquisitions were flat in the quarter.
Operating profit
Operating profit in the Americas segment increased $135 million, or 12%, for the first quarter compared to the respective 2025 period, driven primarily by higher volumes, higher pricing, continued productivity initiatives and a gain on a divestiture, which more than offset cost inflation.
EMEA
| Quarter Ended March 31, | |||||||||||||||||||||||||||||||||||
| (Millions of dollars) | 2026 | 2025 | Variance | ||||||||||||||||||||||||||||||||
| Sales | $ | 2,171 | $ | 2,031 | 7 | % | |||||||||||||||||||||||||||||
| Operating profit | $ | 784 | $ | 722 | 9 | % | |||||||||||||||||||||||||||||
| As a percent of sales | 36.1 | % | 35.5 | % | |||||||||||||||||||||||||||||||
29
| Quarter Ended March 31, 2026 vs. 2025 | |||||||||||
| % Change | |||||||||||
Factors Contributing to Changes - Sales | |||||||||||
| Volume | (3) | % | |||||||||
| Price/Mix | 1 | % | |||||||||
| Cost pass-through | (2) | % | |||||||||
| Currency | 10 | % | |||||||||
| Acquisitions/divestitures | 1 | % | |||||||||
| 7 | % | ||||||||||
The EMEA segment includes Linde's industrial gases operations in approximately 50 European, Middle Eastern and African countries including Germany, the United Kingdom, France, the Republic of South Africa and Sweden.
Sales
EMEA segment sales increased $140 million, or 7%, for the first quarter, compared to the respective 2025 period. Currency translation increased sales by 10% in the first quarter, driven primarily by the strengthening of the Euro and British pound against the U.S. dollar. Higher price attainment increased sales by 1% in the quarter. Acquisitions increased sales by 1%. Cost pass-through decreased sales by 2% in the quarter with minimal impact on operating profit. Volumes decreased sales by 3% in the quarter, primarily driven by the manufacturing and chemicals and energy end markets.
Operating Profit
Operating profit for the EMEA segment increased by $62 million, or 9%, for the first quarter, compared to the respective 2025 period. The increase in the first quarter was driven primarily by currency translation, higher pricing, and continued productivity initiatives, which more than offset cost inflation and lower volumes.
APAC
| Quarter Ended March 31, | |||||||||||||||||||||||||||||||||||
| (Millions of dollars) | 2026 | 2025 | Variance | ||||||||||||||||||||||||||||||||
| Sales | $ | 1,701 | $ | 1,539 | 11 | % | |||||||||||||||||||||||||||||
| Operating profit | $ | 477 | $ | 451 | 6 | % | |||||||||||||||||||||||||||||
| As a percent of sales | 28.0 | % | 29.3 | % | |||||||||||||||||||||||||||||||
| Quarter Ended March 31, 2026 vs. 2025 | |||||||||||
| % Change | |||||||||||
Factors Contributing to Changes - Sales | |||||||||||
Volume/Equipment | 6 | % | |||||||||
| Price/Mix | — | % | |||||||||
| Cost pass-through | (1) | % | |||||||||
| Currency | 4 | % | |||||||||
| Acquisitions/divestitures | 2 | % | |||||||||
| 11 | % | ||||||||||
The APAC segment includes Linde's industrial gases operations in approximately 15 Asian and South Pacific countries and regions including China, Australia, India, and South Korea.
Sales
Sales for the APAC segment increased $162 million, or 11%, for the first quarter versus the respective 2025 period. Volumes increased sales by 6% in the first quarter, driven by base volumes, new project start-ups and equipment sales. Currency translation increased sales by 4% in the quarter, primarily due to the strengthening of the Australian dollar and Chinese yuan against the U.S. dollar. Acquisitions increased sales by 2% in the quarter. Price was flat in the quarter largely due to helium
30
decrease which offset other positive price in the segment. Cost pass-through decreased sales by 1% in the quarter with minimal impact on operating profit.
Operating profit
Operating profit in the APAC segment increased $26 million, or 6%, in the first quarter compared to the respective 2025, driven primarily by higher volumes, continued productivity initiatives, currency translation and acquisitions, which more than offset cost inflation.
Engineering
| Quarter Ended March 31, | |||||||||||||||||||||||||||||||||||
| (Millions of dollars) | 2026 | 2025 | Variance | ||||||||||||||||||||||||||||||||
| Sales | $ | 517 | $ | 565 | (8) | % | |||||||||||||||||||||||||||||
| Operating profit | $ | 101 | $ | 114 | (11) | % | |||||||||||||||||||||||||||||
| As a percent of sales | 19.5 | % | 20.2 | % | |||||||||||||||||||||||||||||||
| Quarter Ended March 31, 2026 vs. 2025 | |||||||||||
| % Change | |||||||||||
Factors Contributing to Changes - Sales | |||||||||||
| Currency | 7 | % | |||||||||
| Other | (15) | % | |||||||||
| (8) | % | ||||||||||
Sales
Engineering segment sales decreased $48 million, or 8%, for the first quarter, as compared to the respective 2025 period, driven by project timing. Currency translation increased sales by 7% in the quarter, primarily due to the strengthening of the Euro against the U.S. dollar.
Operating profit
Engineering segment operating profit decreased $13 million, or 11% for the first quarter, as compared to the respective 2025 period primarily driven by project timing partially offset by currency translation.
Other
| Quarter Ended March 31, | |||||||||||||||||||||||||||||||||||
| (Millions of dollars) | 2026 | 2025 | Variance | ||||||||||||||||||||||||||||||||
| Sales | $ | 367 | $ | 311 | 18 | % | |||||||||||||||||||||||||||||
| Operating profit (loss) | $ | (4) | $ | 14 | (129) | % | |||||||||||||||||||||||||||||
| As a percent of sales | (1.1) | % | 4.5 | % | |||||||||||||||||||||||||||||||
| Quarter Ended March 31, 2026 vs. 2025 | |||||||||||
| % Change | |||||||||||
Factors Contributing to Changes - Sales | |||||||||||
Volume/price | 10 | % | |||||||||
| Cost pass-through | 6 | % | |||||||||
| Currency | 2 | % | |||||||||
| Acquisitions/divestitures | — | % | |||||||||
| 18 | % | ||||||||||
31
Other consists of corporate costs and a few smaller businesses including Linde Advanced Material Technologies (LAMT) and global helium wholesale, which individually do not meet the quantitative thresholds for separate presentation.
Sales
Sales for Other increased $56 million, or 18% for the first quarter, versus the respective 2025 period. Underlying sales increased by 10% in the quarter, primarily due to higher volumes in LAMT, partially offset by helium. Cost pass-through increased sales by 6% in the quarter with minimal impact on operating profit. Currency translation increased sales by 2% in the quarter.
Operating profit
Operating profit in Other decreased $18 million in the first quarter, as compared to the respective 2025 period. The decrease in the quarter was primarily driven by helium and higher costs.
Currency
The results of Linde’s non-U.S. operations are translated to the company’s reporting currency, the U.S. dollar, from the functional currencies used in the countries in which the company operates. For most foreign operations, Linde uses the local currency as its functional currency. There is inherent variability and unpredictability in the relationship of these functional currencies to the U.S. dollar and such currency movements may materially impact Linde’s results of operations in any given period.
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 YTD 2026 Consolidated Sales | Exchange Rate for Income Statement | Exchange Rate for Balance Sheet | |||||||||||||||||||||||||||
| Year-To-Date Average | March 31, | December 31, | |||||||||||||||||||||||||||
| Currency | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Euro | 16 | % | 0.85 | 0.95 | 0.87 | 0.85 | |||||||||||||||||||||||
| Chinese yuan | 7 | % | 6.93 | 7.27 | 6.89 | 6.99 | |||||||||||||||||||||||
| British pound | 4 | % | 0.74 | 0.79 | 0.76 | 0.74 | |||||||||||||||||||||||
| Brazilian real | 4 | % | 5.26 | 5.85 | 5.18 | 5.47 | |||||||||||||||||||||||
| Mexican peso | 4 | % | 17.56 | 20.43 | 17.94 | 18.01 | |||||||||||||||||||||||
| Australian dollar | 4 | % | 1.44 | 1.59 | 1.45 | 1.50 | |||||||||||||||||||||||
| Korean won | 3 | % | 1,465 | 1,452 | 1,519 | 1,440 | |||||||||||||||||||||||
| Canadian dollar | 3 | % | 1.37 | 1.44 | 1.39 | 1.37 | |||||||||||||||||||||||
| Indian rupee | 2 | % | 91.52 | 86.60 | 94.83 | 89.88 | |||||||||||||||||||||||
| Swedish krona | 1 | % | 9.14 | 10.67 | 9.47 | 9.21 | |||||||||||||||||||||||
| South African rand | 1 | % | 16.35 | 18.50 | 16.94 | 16.56 | |||||||||||||||||||||||
| Swiss franc | 1 | % | 0.80 | 0.90 | 0.80 | 0.79 | |||||||||||||||||||||||
32
Liquidity, Capital Resources and Other Financial Data
The following selected cash flow information provides a basis for the discussion that follows:
| (Millions of dollars) | Three Months Ended March 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| NET CASH PROVIDED BY (USED FOR): | |||||||||||
| OPERATING ACTIVITIES | |||||||||||
| Net income (including noncontrolling interests) | $ | 1,900 | $ | 1,707 | |||||||
| Non-cash charges (credits): | |||||||||||
| Add: Depreciation and amortization | 951 | 910 | |||||||||
| Add: Deferred income taxes | 8 | 9 | |||||||||
| Add: Share-based compensation | 41 | 42 | |||||||||
| Add: Cost reduction program and other charges, net of payments | (44) | 18 | |||||||||
| Net income adjusted for non-cash charges | 2,856 | 2,686 | |||||||||
| Less: Working capital | (534) | (469) | |||||||||
| Less: Pension contributions | (7) | (5) | |||||||||
| Other | (75) | (51) | |||||||||
| Net cash provided by (used for) operating activities | $ | 2,240 | $ | 2,161 | |||||||
| INVESTING ACTIVITIES | |||||||||||
| Capital expenditures | (1,342) | (1,270) | |||||||||
| Acquisitions, net of cash acquired | (153) | (112) | |||||||||
| Divestitures, net of cash divested and asset sales | 112 | 13 | |||||||||
| Other investing, net | (1) | — | |||||||||
| Net cash provided by (used for) investing activities | $ | (1,384) | $ | (1,369) | |||||||
| FINANCING ACTIVITIES | |||||||||||
| Debt increase (decrease) - net | (336) | 1,493 | |||||||||
| Issuances (purchases) of common stock - net | (804) | (1,100) | |||||||||
| Cash dividends - Linde plc shareholders | (741) | (708) | |||||||||
| Noncontrolling interest transactions and other | (87) | (73) | |||||||||
| Net cash provided by (used for) financing activities | $ | (1,968) | $ | (388) | |||||||
| Effect of exchange rate changes on cash and cash equivalents | $ | 15 | $ | 40 | |||||||
| Cash and cash equivalents, end-of-period | $ | 3,959 | $ | 5,294 | |||||||
Cash Flow from Operations
Cash provided by operations of $2,240 million for the three months ended March 31, 2026 increased $79 million, or 4%, versus 2025. The increase was driven primarily by higher net income adjusted for non-cash charges and was partially offset by higher net working capital requirements.
Linde estimates that the total 2026 required contributions to its pension plans will be in the range of approximately $25 million to $35 million, of which $7 million has been made through March 31, 2026.
Investing
Net cash used for investing activities of $1,384 million for the three months ended March 31, 2026 increased $15 million, or 1%, versus 2025 as higher capital expenditures and acquisition spend, net of cash acquired more than offset cash inflows from divestitures and asset sales.
Capital expenditures for the three months ended March 31, 2026 were $1,342 million, $72 million higher than the prior year, primarily due to investments in new plant and production equipment for backlog growth requirements.
33
At March 31, 2026, Linde's sale of gas backlog of large projects under construction was approximately $7.1 billion. This represents the total estimated capital cost of large plants under construction.
Acquisitions, net of cash acquired, were $153 million for the three months ended March 31, 2026, and related primarily to packaged gas businesses in the Americas segment. Acquisitions, net of cash acquired, were $112 million for the three months ended March 31, 2025 and related primarily to businesses in the Americas and APAC.
Divestitures, net of cash divested and asset sales, for the three months ended March 31, 2026 were $112 million. 2026 included proceeds from the sale of a business in the Americas. 2025 divestitures, net of cash divested and asset sales were $13 million.
Other investing, net for the three months ended March 31, 2026 consisted of outflows of $1 million related to the cash settlement of foreign exchange contracts designated in a net investment hedging relationship.
Financing
Cash used for financing activities was $1,968 million for the three months ended March 31, 2026 as compared to $388 million for the three months ended March 31, 2025. Cash used for debt was $336 million in 2026 versus cash provided by debt of $1,493 million in 2025, as debt repayments more than offset borrowings, including commercial paper issuances. During the three months ended March 31, 2026, Linde repaid $725 million of 3.20% U.S. dollar-denominated notes.
Net purchases of ordinary shares were $804 million in 2026 versus $1,100 million in 2025. For additional information related to the share repurchase programs, see Part II Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Cash dividends of $741 million increased $33 million from 2025 driven primarily by a 7% increase in quarterly dividends per share from $1.50 per share to $1.60 per share and partially offset by lower shares outstanding. Cash used for Noncontrolling interest transactions and other was $87 million for the three months ended March 31, 2026 versus cash used of $73 million for the respective 2025 period, as higher cash requirements for withholding taxes related to share-based compensation arrangements more than offset higher cash inflows from financing related derivatives.
The company continues to believe it has sufficient operating flexibility, cash, and funding sources to maintain adequate amounts of liquidity to meet its business needs around the world. The company maintains a $5.0 billion and a $1.5 billion unsecured and undrawn revolving credit agreement with no associated financial covenants. No borrowings were outstanding under the credit agreements as of March 31, 2026. The company does not anticipate any limitations on its ability to access the debt capital markets and/or other external funding sources and remains committed to its strong ratings from Moody’s and Standard & Poor’s.
Legal Proceedings
See Note 8 to the condensed consolidated financial statements.
34
NON-GAAP MEASURES AND RECONCILIATIONS
(Millions of dollars, except per share data)
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 operating performance and liquidity. Items which the company does not believe to be indicative of on-going business trends are excluded from these calculations so that investors can better evaluate and analyze historical and future business trends on a consistent basis. Definitions of these non-GAAP measures may not be comparable to similar definitions used by other companies and are not a substitute for similar GAAP measures.
| Quarter Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Adjusted Operating Profit and Operating Margin | |||||||||||||||||||||||
| Reported operating profit | $ | 2,439 | $ | 2,184 | |||||||||||||||||||
| Add: Cost reduction program and other charges | — | 55 | |||||||||||||||||||||
| Add: Purchase accounting impacts - Linde AG (c) | 191 | 199 | |||||||||||||||||||||
| Total adjustments | 191 | 254 | |||||||||||||||||||||
| Adjusted operating profit | $ | 2,630 | $ | 2,438 | |||||||||||||||||||
| Reported percentage change | 12 | % | |||||||||||||||||||||
| Adjusted percentage change | 8 | % | |||||||||||||||||||||
| Reported sales | $ | 8,781 | $ | 8,112 | |||||||||||||||||||
| Reported operating margin | 27.8 | % | 26.9 | % | |||||||||||||||||||
| Adjusted operating margin | 30.0 | % | 30.1 | % | |||||||||||||||||||
| Adjusted Depreciation and Amortization | |||||||||||||||||||||||
| Reported depreciation and amortization | $ | 951 | $ | 910 | |||||||||||||||||||
| Less: Purchase accounting impacts - Linde AG (c) | (191) | (191) | |||||||||||||||||||||
| Adjusted depreciation and amortization | $ | 760 | $ | 719 | |||||||||||||||||||
| Adjusted Other Income (Expense) - net | |||||||||||||||||||||||
| Reported other income (expense) - net | $ | 63 | $ | 18 | |||||||||||||||||||
| Add: Purchase accounting impacts - Linde AG (c) | — | (8) | |||||||||||||||||||||
| Adjusted other income (expense) - net | $ | 63 | $ | 26 | |||||||||||||||||||
| Adjusted Income Taxes (a) | |||||||||||||||||||||||
| Reported income taxes | $ | 571 | $ | 511 | |||||||||||||||||||
| Add: Purchase accounting impacts - Linde AG (c) | 45 | 44 | |||||||||||||||||||||
| Add: Cost reduction program and other charges | — | 18 | |||||||||||||||||||||
| Total adjustments | 45 | 62 | |||||||||||||||||||||
| Adjusted income taxes | $ | 616 | $ | 573 | |||||||||||||||||||
| Adjusted Effective Tax Rate (a) | |||||||||||||||||||||||
| Reported income before income taxes and equity investments | $ | 2,431 | $ | 2,180 | |||||||||||||||||||
| Add: Purchase accounting impacts - Linde AG (c) | 191 | 199 | |||||||||||||||||||||
35
| Quarter Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Add: Cost reduction program and other charges | — | 55 | |||||||||||||||||||||
| Total adjustments | 191 | 254 | |||||||||||||||||||||
| Adjusted income before income taxes and equity investments | $ | 2,622 | $ | 2,434 | |||||||||||||||||||
| Reported Income taxes | $ | 571 | $ | 511 | |||||||||||||||||||
| Reported effective tax rate | 23.5 | % | 23.4 | % | |||||||||||||||||||
| Adjusted income taxes | $ | 616 | $ | 573 | |||||||||||||||||||
| Adjusted effective tax rate | 23.5 | % | 23.5 | % | |||||||||||||||||||
| Income from Equity Investments | |||||||||||||||||||||||
| Reported income from equity investments | $ | 40 | $ | 38 | |||||||||||||||||||
| Add: Purchase accounting impacts - Linde AG (c) | 19 | 18 | |||||||||||||||||||||
| Adjusted income from equity investments | $ | 59 | $ | 56 | |||||||||||||||||||
| Adjusted Noncontrolling Interests | |||||||||||||||||||||||
| Reported noncontrolling interests | $ | (43) | $ | (34) | |||||||||||||||||||
| Add: Purchase accounting impacts - Linde AG (c) | (3) | (3) | |||||||||||||||||||||
| Adjusted noncontrolling interests | $ | (46) | $ | (37) | |||||||||||||||||||
| Adjusted Net Income - Linde plc (b) | |||||||||||||||||||||||
| Reported net income | $ | 1,857 | $ | 1,673 | |||||||||||||||||||
| Add: Cost reduction program and other charges | — | 37 | |||||||||||||||||||||
| Add: Purchase accounting impacts - Linde AG (c) | 162 | 170 | |||||||||||||||||||||
| Total adjustments | 162 | 207 | |||||||||||||||||||||
| Adjusted net income - Linde plc | $ | 2,019 | $ | 1,880 | |||||||||||||||||||
| Adjusted Diluted EPS (b) | |||||||||||||||||||||||
| Reported diluted EPS | $ | 3.98 | $ | 3.51 | |||||||||||||||||||
| Add: Cost reduction program and other charges | — | 0.08 | |||||||||||||||||||||
| Add: Purchase accounting impacts - Linde AG (c) | 0.35 | 0.36 | |||||||||||||||||||||
| Total adjustments | 0.35 | 0.44 | |||||||||||||||||||||
| Adjusted diluted EPS | $ | 4.33 | $ | 3.95 | |||||||||||||||||||
| Reported percentage change | 13 | % | |||||||||||||||||||||
| Adjusted percentage change | 10 | % | |||||||||||||||||||||
36
| Quarter Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Adjusted EBITDA and % of Sales | |||||||||||||||||||||||
| Net Income - Linde plc | $ | 1,857 | $ | 1,673 | |||||||||||||||||||
| Add: Noncontrolling interests | 43 | 34 | |||||||||||||||||||||
| Add: Net pension and OPEB cost (benefit), excluding service cost | (54) | (56) | |||||||||||||||||||||
| Add: Interest expense | 62 | 60 | |||||||||||||||||||||
| Add: Income taxes | 571 | 511 | |||||||||||||||||||||
| Add: Depreciation and amortization | 951 | 910 | |||||||||||||||||||||
| EBITDA | $ | 3,430 | $ | 3,132 | |||||||||||||||||||
| Add: Cost reduction program and other charges | — | 55 | |||||||||||||||||||||
| Add: Purchase accounting impacts - Linde AG (c) | 19 | 26 | |||||||||||||||||||||
| Total adjustments | 19 | 81 | |||||||||||||||||||||
| Adjusted EBITDA | $ | 3,449 | $ | 3,213 | |||||||||||||||||||
| Reported sales | $ | 8,781 | $ | 8,112 | |||||||||||||||||||
| % of sales | |||||||||||||||||||||||
| EBITDA | 39.1 | % | 38.6 | % | |||||||||||||||||||
| Adjusted EBITDA as a % of Sales | 39.3 | % | 39.6 | % | |||||||||||||||||||
| (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. | |||||||||||||||||||||||||||||||||||||||||
| (b) Net of income taxes which are shown separately in “Adjusted Income Taxes and Effective Tax Rate”. | |||||||||||||||||||||||||||||||||||||||||
(c) The company believes that its non-GAAP measures excluding merger 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 merger purchase accounting than others, causing results that are not comparable at the reportable segment level, therefore, the impacts of merger purchase 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 merger purchase accounting impacts, and; (iv) it is important to investors and analysts to understand the purchase accounting impacts to the financial statements. A summary of each of the adjustments made for Purchase accounting impacts - Linde AG are as follows: Adjusted Operating Profit and Margin: The purchase accounting adjustments for the periods presented relate primarily to depreciation and amortization related to the fair value step up of fixed assets and intangible assets (primarily customer related) acquired in the merger and the allocation of fair value step-up for ongoing Linde AG asset disposals (reflected in Other Income/(Expense)). Adjusted Interest Expense - Net: Relates to the amortization of the fair value of debt acquired in the merger. Adjusted Income Taxes and Effective Tax Rate: Relates to the current and deferred income tax impact on the adjustments discussed above. The income tax expense (benefit) on the non-GAAP pre-tax adjustments was determined using the applicable tax rates for the jurisdictions that were utilized in calculating the GAAP income tax expense (benefit) and included both current and deferred income tax amounts. Adjusted Income from Equity Investments: Represents the amortization of increased fair value on equity investments related to depreciable and amortizable assets. Adjusted Noncontrolling Interests: Represents the noncontrolling interests’ ownership portion of the adjustments described above determined on an entity by entity basis. | |||||||||||||||||||||||||||||||||||||||||
37
Supplemental Guarantee Information
On May 3, 2023, the company filed a Form S-3 Registration Statement with the SEC ("the Registration Statement").
Linde plc may offer debt securities, preferred shares, depositary shares and ordinary shares under the Registration Statement, and debt securities exchangeable for or convertible into preferred shares, ordinary shares or other debt securities. Debt securities of Linde plc may be guaranteed by Linde Inc and/or Linde GmbH. Linde plc may provide guarantees of debt securities offered by its wholly owned subsidiaries Linde Inc. or Linde Finance under the Registration Statement.
Linde Inc. is a wholly owned subsidiary of Linde plc. Linde Inc. may offer debt securities under the Registration Statement. Debt securities of Linde Inc. will be guaranteed by Linde plc, and such guarantees by Linde plc may be guaranteed by Linde GmbH. Linde Inc. may also provide (i) guarantees of debt securities offered by Linde plc under the Registration Statement and (ii) upstream guarantees of downstream guarantees provided by Linde plc of debt securities of Linde Finance offered under the Registration Statement.
Linde Finance B.V. is a wholly owned subsidiary of Linde plc. Linde Finance may offer debt securities under the Registration Statement. Linde plc will guarantee debt securities of Linde Finance offered under the Registration Statement. Linde GmbH and Linde Inc. may guarantee Linde plc’s obligations under its downstream guarantee.
Linde GmbH is a wholly owned subsidiary of Linde plc. Linde GmbH may provide (i) guarantees of debt securities offered by Linde plc under the Registration Statement and (ii) upstream guarantees of downstream guarantees provided by Linde plc of debt securities of Linde Inc. or Linde Finance offered under the Registration Statement.
In September 2019, Linde plc provided downstream guarantees of all pre-existing Linde Inc. and Linde Finance notes, and Linde GmbH and Linde Inc., respectively, provided upstream guarantees of Linde plc’s downstream guarantees.
Linde plc established a European debt issuance program on May 11, 2020, and filed a base prospectus with the Luxembourg Stock Exchange as subsequently updated on May 8, 2025 and supplemented by the first supplement on August 21, 2025 and the second supplement on October 31, 2025, for a €20.0 billion debt issuance program (or the equivalent in other currencies), 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 issuance program, as confirmed to the current program amount. Under the European debt issuance program, Linde plc may issue unsecured notes with such terms, including currency, interest rate and maturity, as agreed by Linde plc and the purchasers of such notes at the time of sale and as set out in the final terms for the relevant issue of notes. The current European debt issuance program will be valid for a period of one year from May 8, 2025, after which it will require updating prior to any further issuance of notes.
For further information about the guarantees of the debt securities registered under the Registration Statement (including the ranking of such guarantees, limitations on enforceability of such guarantees and the circumstances under which such guarantees may be released), see “Description of Debt Securities – Guarantees” and “Description of Debt Securities – Ranking” in the Registration Statement, which subsections are incorporated herein by reference.
38
The following tables present summarized financial information for Linde plc, Linde Inc., Linde GmbH and Linde Finance on a combined basis, after eliminating intercompany transactions and balances between them and excluding investments in and equity in earnings from non-guarantor subsidiaries.
| (Millions of dollars) | |||||||||||
| Statement of Income Data | Three Months Ended March 31, 2026 | Twelve Months Ended December 31, 2025 | |||||||||
| Sales | $ | 2,233 | $ | 8,844 | |||||||
| Operating profit | 423 | 1,512 | |||||||||
| Net income | (22) | 3 | |||||||||
| Transactions with non-guarantor subsidiaries | 897 | 3,989 | |||||||||
| Balance Sheet Data (at period end) | |||||||||||
| Current assets (a) | $ | 4,226 | $ | 4,815 | |||||||
| Long-term assets (b) | 17,030 | 16,808 | |||||||||
| Current liabilities (c) | 10,314 | 10,085 | |||||||||
| Long-term liabilities (d) | 73,893 | 73,336 | |||||||||
| (a) From current assets above, amount due from non-guarantor subsidiaries | $ | 1,187 | $ | 1,097 | |||||||
| (b) From long-term assets above, amount due from non-guarantor subsidiaries | 719 | 724 | |||||||||
| (c) From current liabilities above, amount due to non-guarantor subsidiaries | 1,409 | 1,325 | |||||||||
| (d) From long-term liabilities above, amount due to non-guarantor subsidiaries | 49,871 | 48,301 | |||||||||
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Refer to Item 7A. to Part II of Linde's 2025 Annual Report on Form 10-K for discussion.
Item 4. Controls and Procedures
(a)Based on an evaluation of the effectiveness of Linde's disclosure controls and procedures, which was made under the supervision and with the participation of management, including Linde's principal executive officer and principal financial officer, the principal executive officer and principal financial officer have each concluded that, as of the end of the quarterly period covered by this report, such disclosure controls and procedures are effective in ensuring that information required to be disclosed by Linde in reports that it files under the Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and accumulated and communicated to management including Linde's principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
(b)There were no changes in Linde's internal control over financial reporting that occurred during the quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, Linde's internal control over financial reporting.
39
PART II - OTHER INFORMATION
Linde plc and Subsidiaries
Item 1. Legal Proceedings
See Note 8 to the condensed consolidated financial statements for a description of current legal proceedings.
Item 1A. Risk Factors
Through the quarterly period covered by this report, there have been no material changes to the risk factors disclosed in Item 1A to Part I of Linde's Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Equity Securities- Certain information regarding purchases made by or on behalf of the company or any affiliated purchaser (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended) of its ordinary shares during the quarter ended March 31, 2026 is provided below:
| Period | Total Number of Shares Purchased (Thousands) | Average Price Paid Per Share | Total Numbers of Shares Purchased as Part of Publicly Announced Program (1) (Thousands) | Approximate Dollar Value of Shares that May Yet be Purchased Under the Program (2) (Millions) | |||||||||||||||||||
| January 2026 | 362 | $ | 441.92 | 362 | $ | 7,141 | |||||||||||||||||
| February 2026 | 468 | $ | 479.63 | 468 | $ | 6,917 | |||||||||||||||||
| March 2026 | 832 | $ | 489.15 | 832 | $ | 6,510 | |||||||||||||||||
| First Quarter 2026 | 1,662 | $ | 476.18 | 1,662 | $ | 6,510 | |||||||||||||||||
(1)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. 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 March 31, 2026, the company repurchased $8.5 billion of its ordinary shares pursuant to the 2023 share repurchase program. As of March 31, 2026, $6.5 billion of share repurchases remain authorized under the 2023 program.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
On April 27, 2026, the Board of Directors of Linde plc elected Denny Brown as Vice President and Chief Accounting Officer of Linde, effective May 15, 2026. Mr. Brown will assume that position from Kelcey E. Hoyt who is retiring from Linde after twenty-four years of service with the company.
Prior to becoming Chief Accounting Officer, Mr. Brown, age 48, served as Assistant Corporate Controller since 2019 and was appointed Chief Information Officer in 2024. He joined Linde in 2004 and has held several positions of increasing responsibility in finance, including Vice President, Finance for Linde Gas & Equipment, and Vice President, Finance for Linde’s U.S. Bulk and Onsite business. Previously, he worked for KPMG LLP, a public accounting firm. He is a certified public accountant.
40
Item 6. Exhibits
| (a) | Exhibits | |||||||||||||
| 31.01 | ||||||||||||||
| 31.02 | ||||||||||||||
| 32.01 | ||||||||||||||
| 32.02 | ||||||||||||||
| 101.INS | XBRL Instance Document: The XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||||||||
| 101.SCH | XBRL Taxonomy Extension Schema | |||||||||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase | |||||||||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase | |||||||||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase | |||||||||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase | |||||||||||||
*Indicates a management contract or compensatory plan or arrangement.
41
SIGNATURE
Linde plc and Subsidiaries
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Linde plc | |||||||||||
| (Registrant) | |||||||||||
Date: May 1, 2026 | By: /s/ Kelcey E. Hoyt | ||||||||||
| Kelcey E. Hoyt | |||||||||||
| Chief Accounting Officer | |||||||||||
42
RULE 13a-14(a) CERTIFICATIONS
Linde plc and Subsidiaries
EXHIBIT 31.01
I, Sanjiv Lamba, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Linde plc;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| May 1, 2026 | By:/s/ Sanjiv Lamba | ||||||||||
| Sanjiv Lamba | |||||||||||
| Chairman and Chief Executive Officer | |||||||||||
RULE 13a-14(a) CERTIFICATIONS
Linde plc and Subsidiaries
EXHIBIT 31.02
I, Matthew J. White, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Linde plc;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| May 1, 2026 | By: /s/ Matthew J. White | ||||||||||
| Matthew J. White | |||||||||||
| Chief Financial Officer | |||||||||||
SECTION 1350 CERTIFICATION
Linde plc and Subsidiaries
EXHIBIT 32.01
Pursuant to 18 U.S.C. § 1350, the undersigned officer of Linde plc (the “Company”), hereby certifies that the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| May 1, 2026 | By:/s/ Sanjiv Lamba | ||||||||||
| Sanjiv Lamba | |||||||||||
| Chairman and Chief Executive Officer | |||||||||||
The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.
A signed original of this written statement required by 18 U.S.C. § 1350 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
SECTION 1350 CERTIFICATION
Linde plc and Subsidiaries
EXHIBIT 32.02
Pursuant to 18 U.S.C. § 1350, the undersigned officer of Linde plc (the “Company”), hereby certifies that the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| May 1, 2026 | By: /s/ Matthew J. White | ||||||||||
| Matthew J. White | |||||||||||
| Chief Financial Officer | |||||||||||
The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.
A signed original of this written statement required by 18 U.S.C. § 1350 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.