8-K

LINDE PLC (LIN)

8-K 2020-07-30 For: 2020-07-30
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Added on April 03, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of earliest event reported):

July 30, 2020

Linde

plc

(Exact name of registrant as specified in its charter)

Ireland 001-38730 98-1448883
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

The Priestley

Centre

10 Priestley

Road

Surrey

Research Park

Guildford,

Surrey GU2 7XY

United

Kingdom

(Address of principal executive offices) (Zip Code)

+44 1483

242200

(Registrant’s telephone numbers, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title<br>of each class Trading<br>symbol(s) Name of<br>each exchange on which registered
Ordinary shares (€0.001 nominal value per<br>share) LIN New York Stock Exchange

ITEM 2.02 Results of Operations and Financial

Condition

On July 30, 2020, Linde plc issued a press release setting forth Linde plc’s results of operations for the quarter ended June 30, 2020. A copy of Linde plc’s press release is furnished herewith as Exhibit 99.1 and is hereby incorporated by reference in this Item 2.02.

ITEM 9.01.  Financial Statements and Exhibits.

(d)           Exhibits. The following exhibit is furnished herewith pursuant to Item 2.02 hereof:

Exhibit No. Description
99.1 Press<br>Release dated July 30, 2020

EXHIBIT INDEX

Exhibit 99.1           Press release dated July 30, 2020

SIGNATURES

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 hereunto duly authorized.

LINDE PLC
By: /s/ Kelcey E.<br>Hoyt
Name: Kelcey<br>E. Hoyt
Title: Principal<br>Accounting Officer

Date: July 30, 2020

lin_ex991

Exhibit 99.1

Press release

Linde Reports Second-Quarter 2020 Results

Financial Highlights

➢ Strong operating cash flow of $1.8 billion, up 76% versus prior year

➢ Operating profit margin flat versus prior year; adjusted operating profit margin up 230 basis points

➢ EPS of $0.87, down 7% versus prior year; adjusted EPS of $1.90, up 4%

➢ Full-year 2020 adjusted EPS guidance of $7.60 - $7.80, up 7% to 9% year-over-year, ex-FX*

Guildford, UK, July 30, 2020 – Linde plc (NYSE: LIN; FWB: LIN) today reported second-quarter 2020 income from continuing operations of $458 million and diluted earnings per share of $0.87. Excluding Linde AG purchase accounting impacts and other charges, adjusted income from continuing operations was $1,005 million, up 1% versus prior year and flat sequentially. Adjusted earnings per share were $1.90, 4% above prior year, or 8% higher when excluding negative currency translation effects. Sequentially, adjusted earnings per share increased 1%, or 3% when excluding negative currency translation effects.

Linde’s sales for the second quarter were $6,377 million, 5% below prior year excluding negative currency translation, cost pass-through and divestitures. Price improved 2% and was attained across all geographic segments. Volume decreased 7% as growth from project start-ups and engineering was more than offset by the global macroeconomic slowdown as a result of the COVID-19 pandemic.

Second-quarter operating profit was $591 million. Adjusted operating profit of $1,317 million was flat versus prior year, or 4% higher, when excluding unfavorable currency translation effects. Adjusted operating margin of 20.7% expanded 230 basis points versus prior year primarily due to price and cost actions underpinned by stable fixed payment revenues.

Second-quarter operating cash flow of $1,764 million increased $759 million or 76% over prior year primarily driven by higher cash earnings, lower merger-related cost and improved working capital. During the quarter, the company invested $783 million in capital expenditures and returned $506 million to shareholders through dividends.

Commenting on the financial results, Chief Executive Officer Steve Angel said, “I’m proud of how the Linde team came together to safely and reliably serve our customers and deliver high-quality financial results.  Despite volume reductions from the pandemic, EPS excluding currency increased 8%, operating margin expanded 230 basis points and operating cash flow grew 76% from prior-year levels.  These results demonstrate the resiliency of our integrated industrial gas supply model.”

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Press release

Angel continued, “Looking ahead, the full effects of COVID-19 and the rate of recovery are uncertain. However, the growth opportunities for Linde remain strong from our high-quality project backlog, defensive end markets and leading infrastructure and technology in support of the secular trend in clean energy.  Our resilient business model combined with our ability to continuously optimize business performance, while capitalizing on short and long-term growth opportunities, gives me the confidence that Linde can grow earnings in any environment.”

For the third quarter of 2020, Linde expects adjusted diluted earnings per share in the range of $1.90 to $1.95. This guidance assumes a negative currency impact of approximately 3% versus the prior-year quarter based on projected exchange rates.

For the full year, the company expects adjusted diluted earnings per share to be in the range of $7.60 to $7.80, up 4% to 6% versus prior year, or 7% to 9% excluding currency headwinds. Full-year capital expenditures are expected to between $3.0 billion to $3.4 billion to support maintenance and growth requirements including the $3.6 billion contractual sale of gas project backlog.

Second-Quarter 2020 Results by Segment

Americas sales of $2,417 million were 13% below prior-year quarter as 2% higher pricing was more than offset by 9% volume decline led mainly by manufacturing and metals end markets. Furthermore, currency was unfavorable by 4% and cost pass-through was down 1%. Operating profit of $622 million was 25.7% of sales, up 250 basis points versus prior year.

APAC (Asia Pacific) sales of $1,295 million were 13% below prior year. Price increased 1% versus prior year but was more than offset by negative 9% volumes driven by lower demand in the manufacturing end market and a prior-year sale of equipment. Additionally, currency was unfavorable by 4% and cost pass-through was down 1%. Operating profit of $294 million was 22.7% of sales, up 230 basis points versus prior year.

EMEA (Europe, Middle East & Africa) sales of $1,448 million were down 13% versus prior year as 1% higher pricing was more than offset by negative 7% volumes primarily due to lower demand in the manufacturing and metals end market. Currency was unfavorable by 5% and cost pass through was down 1%. Operating profit of $303 million was 20.9% of sales, up 110 basis points versus prior year.

Linde Engineering sales were $810 million and operating profit was $138 million or 17% of sales. Operating profit grew 39% versus prior year due primarily to strong project execution and productivity initiatives.

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Press release

Earnings Call

A teleconference on Linde’s second-quarter 2020 results is being held today at 10:00 am EDT.

Live conference call US<br>Toll-Free Dial-In Number: 1 855 758 5442<br><br><br>Germany<br>Toll-Free Dial-In Number: 0800 181 5287<br><br><br>UK<br>Toll-Free Dial-In Number: 0800 028 8438<br><br><br>Access<br>code: 5368349
Live webcast (listen-only) & on-demand https://investors.linde.com/events-presentations<br><br><br>Short<br>URL: https://t1p.de/i2ho

Materials to be used in the teleconference are also available on the website.

About Linde

Linde is a leading global industrial gases and engineering company with 2019 sales of $28 billion (€25 billion). We live our mission of making our world more productive every day by providing high-quality solutions, technologies and services which are making our customers more successful and helping to sustain and protect our planet.

The company serves a variety of end markets including chemicals & refining, food & beverage, electronics, healthcare, manufacturing and primary metals. Linde’s industrial gases are used in countless applications, from life-saving oxygen for hospitals to high-purity & specialty gases for electronics manufacturing, hydrogen for clean fuels and much more. Linde also delivers state-of-the-art gas processing solutions to support customer expansion, efficiency improvements and emissions reductions.

For more information about the company and its products and services, please visit www.linde.com

See the attachments for a summary of non-GAAP reconciliations and calculations for adjusted amounts.

Attachments: Summary Non-GAAP Reconciliations, Statements of Income, Balance Sheets, Statements of Cash Flows, Segment Information and Appendix: Non-GAAP Measures and Reconciliations.

*Note: We are providing adjusted earnings per share (“EPS”) guidance for 2020. This is a non-GAAP financial measure that represents diluted earnings per share from continuing operations (a GAAP measure) but excludes the impact of certain items that we believe are not representative of our underlying business performance, such as cost reduction and other charges, the impact of potential divestitures or other potentially significant items.  Given the uncertainty of timing and magnitude of such items, we cannot provide a reconciliation of the differences between the non-GAAP adjusted EPS guidance and the corresponding GAAP EPS measure without unreasonable effort.

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Press release

Forward-looking Statements

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by terms and phrases such as: anticipate, believe, intend, estimate, expect, continue, should, could, may, plan, project, predict, will, potential, forecast, and similar expressions. They are based on management’s reasonable expectations and assumptions as of the date the statements are made but involve risks and uncertainties. These risks and uncertainties include, without limitation: the performance of stock markets generally; developments in worldwide and national economies and other international events and circumstances, including trade conflicts and tariffs; changes in foreign currencies and in interest rates; the cost and availability of electric power, natural gas and other raw materials; the ability to achieve price increases to offset cost increases; catastrophic events including natural disasters, epidemics, pandemics such as COVID-19 and acts of war and terrorism; the ability to attract, hire, and retain qualified personnel; the impact of changes in financial accounting standards; the impact of changes in pension plan liabilities; the impact of tax, environmental, healthcare and other legislation and government regulation in jurisdictions in which the company operates; the cost and outcomes of investigations, litigation and regulatory proceedings; the impact of potential unusual or non-recurring items; continued timely development and market acceptance of new products and applications; the impact of competitive products and pricing; future financial and operating performance of major customers and industries served; the impact of information technology system failures, network disruptions and breaches in data security; and the effectiveness and speed of integrating new acquisitions into the business. These risks and uncertainties may cause actual future results or circumstances to differ materially from accounting principles generally accepted in the United States of America, International Financial Reporting Standards or 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, 2019 filed with the SEC on March 2, 2020 and in Item 1A. of Linde plc's Form 10-Q for the period ending March 31, 2020 filed with the SEC on May 7, 2020, which should be reviewed carefully. Please consider Linde plc’s forward-looking statements in light of those risks.

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Press release

LINDE PLC AND SUBSIDIARIES

SUMMARY NON-GAAP RECONCILIATIONS

(UNAUDITED)

The following adjusted amounts are Non-GAAP measures and are intended to supplement investors' understanding of the company's financial statements by providing measures which investors, financial analysts and management use to help evaluate the company's operating performance. Items which the company does not believe to be indicative of ongoing 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. See the "NON-GAAP MEASURES AND RECONCILIATIONS" starting on page 10 for additional details relating to the adjustments.

(Millions of dollars, except per share amounts)

Sales Operating Profit Income from Continuing Operations Diluted EPS from Continuing Operations
2020 2019 2020 2019 2020 2019 2020 2019
Quarter Ended June 30
Reported<br>GAAP Amounts $6,377 $7,204 $591 $669 $458 $513 $0.87 $0.94
Cost<br>reduction program and other charges (a) - - 249 141 187 115 0.35 0.22
Pension<br>settlement charges (b) - - - - - 8 - 0.01
Merger-related<br>divestitures (c) - (25) - (6) - (4) - (0.01)
Purchase<br>accounting impacts - Linde AG (d) - - 477 515 360 368 0.68 0.67
Total<br>adjustments - (25) 726 650 547 487 1.03 0.89
Adjusted<br>amounts $6,377 $7,179 $1,317 $1,319 $1,005 $1,000 $1.90 $1.83
Sales Operating Profit Income from Continuing Operations Diluted EPS from Continuing Operations
--- --- --- --- --- --- --- --- ---
2020 2019 2020 2019 2020 2019 2020 2019
Year to Date June 30
Reported<br>GAAP Amounts $13,116 $14,148 $1,324 $1,278 $1,029 $948 $1.93 $1.73
Cost<br>reduction program and other charges (a) - - 380 230 282 198 0.53 0.37
Pension<br>settlement charges (b) - - - - - 46 - 0.08
Merger-related<br>divestitures (c) - (55) - (13) - (9) - (0.02)
Purchase<br>accounting impacts - Linde AG (d) - - 965 1,046 703 744 1.32 1.36
Total<br>adjustments - (55) 1,345 1,263 985 979 1.85 1.79
Adjusted<br>amounts $13,116 $14,093 $2,669 $2,541 $2,014 $1,927 $3.78 $3.52

(a) To adjust for cost reduction program and other charges; 2020 includes severance of $192 million and $250 million for the quarter and year-to-date periods, other cost reduction charges of $21 million and $41 million for the quarter and year-to-date periods, and other charges of $36 million and $89 million for the quarter and year-to-date periods.

(b) To adjust for pension settlement charges relates to the merger.

(c) To adjust for the results of Praxair's merger-related divestitures.

(d) To adjust for purchase accounting impacts related to the merger.

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Press release

LINDE PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

(Millions of dollars, except per share data)

(UNAUDITED)

Quarter Ended Year To Date
June 30, June 30,
2020 2019 2020 2019
SALES $6,377 $7,204 $13,116 $14,148
Cost<br>of sales 3,619 4,280 7,462 8,396
Selling,<br>general and administrative 760 884 1,621 1,763
Depreciation<br>and amortization 1,124 1,195 2,266 2,418
Research<br>and development 34 45 78 91
Cost<br>reduction programs and other charges 249 141 380 230
Other<br>income (expense) - net - 10 15 28
OPERATING PROFIT 591 669 1,324 1,278
Interest<br>expense - net 18 10 42 33
Net<br>pension and OPEB cost (benefit), excluding service<br>cost (45) (24) (90) (9)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND EQUITY<br>INVESTMENTS 618 683 1,372 1,254
Income<br>taxes 164 169 329 309
INCOME FROM CONTINUING OPERATIONS BEFORE EQUITY<br>INVESTMENTS 454 514 1,043 945
Income<br>from equity investments 29 28 46 62
INCOME FROM CONTINUING OPERATIONS (INCLUDING NONCONTROLLING<br>INTERESTS) 483 542 1,089 1,007
Add:<br>income from discontinued operations, net of tax - 9 2 98
INCOME (INCLUDING NONCONTROLLING INTERESTS) 483 551 1,091 1,105
Less:<br>noncontrolling interests from continuing operations (25) (29) (60) (59)
Less:<br>noncontrolling interests from discontinued operations - - - (7)
NET INCOME - LINDE PLC $458 $522 $1,031 $1,039
NET INCOME - LINDE PLC
Income<br>from continuing operations $458 $513 $1,029 $948
Income<br>from discontinued operations $- $9 $2 $91
PER SHARE DATA - LINDE PLC SHAREHOLDERS
Basic<br>earnings per share from continuing operations $0.87 $0.95 $1.95 $1.74
Basic<br>earnings per share from discontinued operations - 0.02 - 0.17
Basic<br>earnings per share $0.87 $0.97 $1.95 $1.91
Diluted<br>earnings per share from continuing operations 0.87 0.94 1.93 1.73
Diluted<br>earnings per share from discontinued operations - 0.02 - 0.17
Diluted<br>earnings per share $0.87 $0.96 $1.93 $1.90
Cash<br>dividends $0.963 $0.875 $1.926 $1.75
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic<br>shares outstanding (000's) 525,510 542,561 528,385 544,033
Diluted<br>shares outstanding (000's) 529,054 546,488 532,112 547,771

Note: See page 10 for a reconciliation to adjusted amounts which are Non-GAAP.

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Press release

LINDE PLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

(Millions of dollars)

(UNAUDITED)

June 30, December 31,
2020 2019
ASSETS
Cash<br>and cash equivalents $4,941 $2,700
Accounts<br>receivable - net 3,994 4,322
Contract<br>assets 226 368
Inventories 1,715 1,697
Assets<br>held for sale 3 125
Prepaid<br>and other current assets 1,194 1,140
TOTAL CURRENT ASSETS 12,073 10,352
Property,<br>plant and equipment - net 27,693 29,064
Goodwill 26,580 27,019
Other<br>intangibles - net 15,504 16,137
Other<br>long-term assets 4,006 4,040
TOTAL ASSETS $85,856 $86,612
LIABILITIES AND EQUITY
Accounts<br>payable $2,816 $3,266
Short-term<br>debt 3,679 1,732
Current<br>portion of long-term debt 2,723 1,531
Contract<br>liabilities 1,693 1,758
Liabilities<br>of assets held for sale 1 2
Other<br>current liabilities 4,183 3,871
TOTAL CURRENT LIABILITIES 15,095 12,160
Long-term<br>debt 11,078 10,693
Other<br>long-term liabilities 11,746 12,124
TOTAL LIABILITIES 37,919 34,977
REDEEMABLE NONCONTROLLING INTERESTS 13 113
LINDE PLC SHAREHOLDERS' EQUITY:
Common<br>stock 1 1
Additional<br>paid-in capital 40,211 40,201
Retained<br>earnings 16,782 16,842
Accumulated<br>other comprehensive income (loss) (6,621) (4,814)
Less:<br>Treasury stock, at cost (4,836) (3,156)
Total<br>Linde plc shareholders' equity 45,537 49,074
Noncontrolling<br>interests 2,387 2,448
TOTAL EQUITY 47,924 51,522
TOTAL LIABILITIES AND EQUITY $85,856 $86,612

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LINDE PLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Millions of dollars)

(UNAUDITED)

Quarter Ended Year to Date
June 30, June 30,
2020 2019 2020 2019
OPERATIONS
Net<br>income - Linde plc $458 $522 $1,031 $1,039
Less:<br>income from discontinued operations, net of tax and noncontrolling<br>interests - (9) (2) (91)
Add:<br>noncontrolling interests 25 29 60 59
Net<br>income (including noncontrolling interests) 483 542 1,089 1,007
Adjustments<br>to reconcile net income to net cash provided by operating<br>activities:
Cost<br>reduction programs and other charges, net of payments<br>(a) 199 (119) 239 (286)
Depreciation<br>and amortization 1,124 1,195 2,266 2,418
Accounts<br>receivable (9) (132) (118) (188)
Contract<br>assets and liabilities, net (105) (19) 71 (103)
Inventory (20) (41) (82) (73)
Payables<br>and accruals 156 (216) (27) (247)
Pension<br>contributions (24) (25) (41) (43)
Deferred<br>income taxes and other (40) (180) (286) (412)
Net<br>cash provided by operating activities 1,764 1,005 3,111 2,073
INVESTING
Capital<br>expenditures (783) (865) (1,586) (1,708)
Acquisitions,<br>net of cash acquired - 12 (41) (140)
Divestitures<br>and asset sales 149 1,234 380 4,689
Net<br>cash provided by (used for) investing activities (634) 381 (1,247) 2,841
FINANCING
Debt<br>increase (decrease) - net 411 (250) 3,523 (1,277)
Issuances<br>of ordinary shares 12 27 25 55
Purchases<br>of ordinary shares - (525) (1,828) (1,250)
Cash<br>dividends - Linde plc shareholders (506) (474) (1,017) (951)
Noncontrolling<br>interest transactions and other (121) (3,212) (148) (3,222)
Net<br>cash provided by (used for) financing activities (204) (4,434) 555 (6,645)
DISCONTINUED OPERATIONS
Cash<br>provided by operating activities - 7 - 70
Cash<br>provided by investing activities - (1) - (59)
Cash<br>provided by financing activities - - - 5
Net<br>cash provided by (used for) discontinued operations - 6 - 16
Effect<br>of exchange rate changes on cash and cash equivalents 1 (57) (178) (49)
Change<br>in cash and cash equivalents 927 (3,099) 2,241 (1,764)
Cash<br>and cash equivalents, beginning-of-period 4,014 5,791 2,700 4,466
Cash<br>and cash equivalents, including discontinued<br>operations 4,941 2,692 4,941 2,702
Cash<br>and cash equivalents of discontinued operations - (6) - (16)
Cash<br>and cash equivalents, end-of-period $4,941 $2,686 $4,941 $2,686

(a) Cost reduction programs and other charges cash outflows were $50 million and $260 million for the quarters ended June 30, 2020 and 2019, respectively, and $141 million and $516 million for the six months ended June 30, 2020 and 2019, respectively.

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LINDE PLC AND SUBSIDIARIES

SEGMENT INFORMATION

(Millions of dollars)

(UNAUDITED)

Quarter Ended June 30, Year to Date June 30,
2020 2019 2020 2019
SALES
Americas $2,417 $2,779 $5,094 $5,481
EMEA 1,448 1,673 3,081 3,355
APAC 1,295 1,488 2,631 2,915
Engineering 810 752 1,418 1,388
Other 407 487 892 954
Segment<br>sales $6,377 $7,179 $13,116 $14,093
Merger-related<br>divestitures (a) - 25 - 55
Total<br>sales $6,377 $7,204 $13,116 $14,148
OPERATING PROFIT
Americas $622 $646 $1,283 $1,230
EMEA 303 332 658 679
APAC 294 304 575 577
Engineering 138 99 229 177
Other (40) (62) (76) (122)
Segment<br>operating profit $1,317 $1,319 $2,669 $2,541
Cost<br>reduction programs and other charges (249) (141) (380) (230)
Merger-related<br>divestitures (a) - 6 - 13
Purchase<br>accounting impacts - Linde AG (477) (515) (965) (1,046)
Total<br>operating profit $591 $669 $1,324 $1,278

(a) To adjust for the results of Praxair's merger-related divestitures.

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LINDE PLC AND SUBSIDIARIES
APPENDIX
NON-GAAP MEASURES AND RECONCILIATIONS
(Millions of dollars, except per share data)
(UNAUDITED)

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.

2020 2019
Year to Date<br><br><br>June 30, Q2 Q1 Year to Date<br><br><br>June 30, Q4 Q3 Q2 Q1
Adjusted Sales
Reported<br>Sales $13,116 $6,377 $6,739 $14,148 $7,080 $7,000 $7,204 $6,944
Less:<br>Merger-related divestitures (d) - - - (55) (3) (7) (25) (30)
Adjusted<br>Sales $13,116 $6,377 $6,739 $14,093 $7,077 $6,993 $7,179 $6,914
Adjusted Operating Profit and Operating Margin
Reported<br>operating profit $1,324 $591 $733 $1,278 $655 $1,000 $669 $609
Less:<br>Merger-related divestitures (d) - - - (13) (1) (2) (6) (7)
Add: Cost<br>reduction programs and other charges 380 249 131 230 212 125 141 89
Less: Net gain<br>on sale of businesses - - - - - (164) - -
Add: Purchase<br>accounting impacts - Linde AG (c) 965 477 488 1,046 481 425 515 531
Total<br>adjustments 1,345 726 619 1,263 692 384 650 613
Adjusted<br>operating profit $2,669 $1,317 $1,352 $2,541 $1,347 $1,384 $1,319 $1,222
Reported<br>percentage change 4% (12)% 20%
Adjusted<br>percentage change 5% (0)% 11%
Reported<br>sales $13,116 $6,377 $6,739 $14,148 $7,080 $7,000 $7,204 $6,944
Adjusted<br>sales $13,116 $6,377 $6,739 $14,093 $7,077 $6,993 $7,179 $6,914
Reported<br>operating margin 10.1% 9.3% 10.9% 9.0% 9.3% 14.3% 9.3% 8.8%
Adjusted<br>operating margin 20.3% 20.7% 20.1% 18.0% 19.0% 19.8% 18.4% 17.7%
Adjusted Depreciation and amortization
Reported<br>depreciation and amortization $2,266 $1,124 $1,142 $2,418 $1,162 $1,095 $1,195 $1,223
Less: Purchase<br>accounting impacts - Linde AG (c) (944) (468) (476) (1,036) (481) (423) (515) (521)
Adjusted<br>depreciation and amortization $1,322 $656 $666 $1,382 $681 $672 $680 $702
Adjusted Net Pension and OPEB Cost (Benefit), Excluding Service<br>Cost
Reported net<br>pension and OPEB cost (benefit), excluding service<br>cost $(90) $(45) $(45) $(9) $(25) $2 $(24) $15
Add: Pension<br>settlement charges - - - (61) (6) (40) (10) (51)
Adjusted Net<br>Pension and OPEB cost (benefit), excluding service<br>costs $(90) $(45) $(45) $(70) $(31) $(38) $(34) $(36)
Adjusted Interest Expense - Net
Reported<br>interest expense - net $42 $18 $24 $33 $8 $(3) $10 $23
Add: Purchase<br>accounting impacts - Linde AG (c) 44 22 22 52 22 22 25 27
Adjusted<br>interest expense - net $86 $40 $46 $85 $30 $19 $35 $50
Adjusted Income Taxes (a)
Reported<br>income taxes $329 $164 $165 $309 $162 $298 $169 $140
Add: Purchase<br>accounting impacts - Linde AG (c) 217 95 122 246 105 99 119 127
Add: Pension<br>settlement charges - - - 15 1 10 2 13
Add: Cost<br>reduction programs and other charges 98 62 36 32 53 (2) 26 6
Less:<br>Merger-related divestitures (d) - - - (4) - (1) (2) (2)
Less: Net gain<br>on sale of businesses - - - - - (56) - -
Total<br>adjustments 315 157 158 289 159 50 145 144
Adjusted<br>income taxes $644 $321 $323 $598 $321 $348 $314 $284
Adjusted Effective Tax Rate (a)
Reported<br>income before income taxes and equity<br>investments $1,372 $618 $754 $1,254 $672 $1,001 $683 $571
Less:<br>Merger-related divestitures (d) - - - (13) (1) (2) (6) (7)
Add: Pension<br>settlement charge - - - 61 6 40 10 51
Add: Purchase<br>accounting impacts - Linde AG (c) 921 455 466 994 459 403 490 504
Add: Cost<br>reduction programs and other charges 380 249 131 230 212 125 141 89
Less: Net gain<br>on sale of businesses - - - - - (164) - -
Total<br>adjustments 1,301 704 597 1,272 676 402 635 637
Adjusted<br>income before income taxes and equity<br>investments $2,673 $1,322 $1,351 $2,526 $1,348 $1,403 $1,318 $1,208
Reported<br>Income taxes $329 $164 $165 $309 $162 $298 $169 $140
Reported<br>effective tax rate 24.0% 26.5% 21.9% 24.6% 24.1% 29.8% 24.7% 24.5%
Adjusted<br>income taxes $644 $321 $323 $598 $321 $348 $314 $284
Adjusted<br>effective tax rate 24.1% 24.3% 23.9% 23.7% 23.8% 24.8% 23.8% 23.5%
Income from Equity Investments
Reported<br>income from equity investments $46 $29 $17 $62 $24 $28 $28 $34
Add: Purchase<br>accounting impacts - Linde AG (c) 28 14 14 28 14 15 14 14
Adjusted<br>income from equity investments $74 $43 $31 $90 $38 $43 $42 $48
Adjusted Noncontrolling Interests from Continuing<br>Operations
Reported<br>noncontrolling interests from continuing<br>operations $(60) $(25) $(35) $(59) $(27) $(3) $(29) $(30)
Add: Cost<br>reduction programs and other charges - - - - - (35) - -
Add: Purchase<br>accounting impacts - Linde AG (c) (29) (14) (15) (32) (14) (8) (17) (15)
Total<br>adjustments (29) (14) (15) (32) (14) (43) (17) (15)
Adjusted<br>noncontrolling interests from continuing<br>operations $(89) $(39) $(50) $(91) $(41) $(46) $(46) $(45)

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LINDE PLC AND SUBSIDIARIES
APPENDIX
NON-GAAP MEASURES AND RECONCILIATIONS
(Millions of dollars, except per share data)
(UNAUDITED)
Adjusted Income from Continuing Operations (b)
--- --- --- --- --- --- --- --- ---
Reported<br>income from continuing operations $1,029 $458 $571 $948 $507 $728 $513 $435
Add: Pension<br>settlement charge - - - 46 5 30 8 38
Less:<br>Merger-related divestitures (d) - - - (9) (1) (2) (4) (5)
Add: Cost<br>reduction programs and other charges 282 187 95 198 159 92 115 83
Less: Net gain<br>on sale of business - - - - - (108) - -
Add: Purchase<br>accounting impacts - Linde AG (c) 703 360 343 744 354 312 368 376
Total<br>adjustments 985 547 438 979 517 324 487 492
Adjusted<br>income from continuing operations $2,014 $1,005 $1,009 $1,927 $1,024 $1,052 $1,000 $927
Adjusted Diluted EPS from Continuing Operations<br>(b)
Reported<br>diluted EPS from continuing operations $1.93 $0.87 $1.07 $1.73 $0.94 $1.34 $0.94 $0.79
Add: Pension<br>settlement charge - - - 0.08 0.01 0.07 0.01 0.07
Add: Cost<br>reduction programs and other charges 0.53 0.35 0.18 0.37 0.29 0.17 0.22 0.15
Less:<br>Merger-related divestitures (d) - - - (0.02) - (0.01) (0.01) (0.01)
Less: Net gain<br>on sale of business - - - - - (0.21) - -
Add: Purchase<br>accounting impacts - Linde AG 1.32 0.68 0.64 1.36 0.65 0.58 0.67 0.69
Total<br>adjustments 1.85 1.03 0.82 1.79 0.95 0.60 0.89 0.90
Adjusted<br>diluted EPS from continuing operations $3.78 $1.90 $1.89 $3.52 $1.89 $1.94 $1.83 $1.69
Reported<br>percentage change 12% (8)% 35% $7.34 Full Year 2019<br>Adjusted diluted EPS
Adjusted<br>percentage change 7% 4% 12%
Adjusted Diluted EPS from Continuing Operations Guidance<br>(e) Third Quarter 2020 Full Year 2020
--- --- --- --- ---
Low End High End Low End High End
2020 Adjusted<br>Guidance $1.90 $1.95 $7.60 $7.80
Adjusted<br>percentage change versus 2019 adjusted diluted<br>EPS (2)% 1% 4% 6%
Add: Estimated<br>currency headwind 3% 3% 3% 3%
Adjusted<br>percentage change excluding currency 1% 4% 7% 9%
Adjusted EBITDA and % of Sales
--- --- --- --- --- --- --- --- ---
Income from<br>continuing operations $1,029 $458 $571 $948 $507 $728 $513 $435
Add:<br>Noncontrolling interests related to continuing<br>operations 60 25 35 59 27 3 29 30
Add: Net<br>pension and OPEB cost (benefit), excluding service<br>cost (90) (45) (45) (9) (25) 2 (24) 15
Add: Interest<br>expense 42 18 24 33 8 (3) 10 23
Add: Income<br>taxes 329 164 165 309 162 298 169 140
Add:<br>Depreciation and amortization 2,266 1,124 1,142 2,418 1,162 1,095 1,195 1,223
EBITDA from<br>continuing operations 3,636 1,744 1,892 3,758 1,841 2,123 1,892 1,866
Less:<br>Merger-related divestitures (d) - - - (13) (1) (2) (6) (7)
Less: Net gain<br>on sale of business - - - - - (164) - -
Add: Cost<br>reduction programs and other charges 380 249 131 230 212 125 141 89
Add: Purchase<br>accounting impacts - Linde AG 49 23 26 38 14 17 14 24
Total<br>adjustments 429 272 157 255 225 (24) 149 106
Adjusted<br>EBITDA from continuing operations $4,065 $2,016 $2,049 $4,013 $2,066 $2,099 $2,041 $1,972
Reported<br>sales $13,116 $6,377 $6,739 $14,148 $7,080 $7,000 $7,204 $6,944
Adjusted<br>sales $13,116 $6,377 $6,739 $14,093 $7,077 $6,993 $7,179 $6,914
% of<br>sales
EBITDA from<br>continuing operations 27.7% 27.3% 28.1% 26.6% 26.0% 30.3% 26.3% 26.9%
Adjusted<br>EBITDA from continuing operations 31.0% 31.6% 30.4% 28.5% 29.2% 30.0% 28.4% 28.5%
(a) The income<br>tax expense (benefit) on the non-GAAP pre-tax adjustments was<br>determined using the applicable tax rates for the jurisdictions<br>that were utilized in calculating the GAAP income tax expense<br>(benefit) and included both current and deferred income tax<br>amounts.
---
(b) Net of<br>income taxes which are shown separately in “Adjusted Income<br>Taxes and Effective Tax Rate”.
(c)<br>The company believes that its non-GAAP measures excluding Purchase<br>accounting impacts - Linde AG are useful to investors because: (i)<br>the business combination was a merger of equals in an all-stock<br>merger transaction, with no cash consideration, (ii) the company is<br>managed on a geographic basis and the results of certain<br>geographies are more heavily impacted by purchase accounting than<br>others, causing results that are not comparable at the reportable<br>segment level, therefore, the impacts of purchasing accounting<br>adjustments to each segment vary and are not comparable within the<br>company and when compared to other companies in similar<br>regions,(iii) business management is evaluated and variable<br>compensation is determined based on results excluding purchase<br>accounting impacts, and; (iv) it is important to investors and<br>analysts to understand the purchase accounting impacts to the<br>financial statements.A summary of each of the adjustments made for<br>Purchase accounting impacts - Linde AG are as follows:<br>Adjusted Operating<br>Profit and Margin: The purchase<br>accounting adjustments for the periods presented relate primarily<br>to depreciation and amortization related to the fair value step up<br>of fixed assets and intangible assets (primarily customer related)<br>acquired in the merger. Adjusted Interest Expense -<br>Net: Relates to the<br>amortization of the fair value of debt acquired in the<br>merger. Adjusted Income Taxes and<br>Effective Tax Rate: Relates to<br>the current and deferred income tax impact on the adjustments<br>discussed above. The income tax expense (benefit) on the non-GAAP<br>pre-tax adjustments was determined using the applicable tax rates<br>for the jurisdictions that were utilized in calculating the GAAP<br>income tax expense (benefit) and included both current and deferred<br>income tax amounts. Adjusted Income from Equity<br>Investments: Represents the<br>amortization of increased fair value on equity investments related<br>to depreciable and amortizable assets. Adjusted Noncontrolling<br>Interests from Continuing Operations: Represents the noncontrolling interests’<br>ownership portion of the adjustments described above determined on<br>an entity by entity basis.
(d) To adjust<br>for the results of Praxair's merger-related<br>divestitures.
(e) We are<br>providing adjusted earnings per share ("EPS") guidance for 2020.<br>This is a non-GAAP financial measure that represents diluted<br>earnings per share from continuing operations (a GAAP measure) but<br>excludes the impact of certain items that we believe are not<br>representative of our underlying business performance, such as cost<br>reduction and other charges, the impact of potential divestitures<br>or other potentially significant items. Given the uncertainty of<br>timing and magnitude of such items, we cannot provide a<br>reconciliation of the differences between the non-GAAP adjusted EPS<br>guidance and the corresponding GAAP EPS measure without<br>unreasonable effort.

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LINDE PLC AND SUBSIDIARIES
APPENDIX
NON-GAAP MEASURES AND RECONCILIATIONS
(Millions of dollars)
(UNAUDITED)
2020 2019 2018
--- --- --- --- --- --- ---
Q2 Q1 Q4 Q2 Q1 Q4
Net Debt - Net debt is a financial liquidity metric used by<br>investors, financial analysts and management to evaluate the<br>ability of a company to repay its debt and is calculated as total<br>debt (excluding purchase accounting impacts) less liquid<br>assets.
Debt $17,480 $16,875 13,956 $13,957 $14,146 $15,296
Less: Cash and<br>cash equivalents (4,941) (4,014) (2,700) (2,686) (5,791) (4,466)
Net<br>debt 12,539 12,861 11,256 11,271 8,355 10,830
Less: Purchase<br>accounting impacts - Linde AG (150) (170) (195) (243) (262) (291)
Adjusted net<br>debt $12,389 $12,691 11,061 $11,028 $8,093 $10,539
Less: Net<br>assets held for sale (2) (115) (123) (272) (1,629) (4,730)
Adjusted net<br>debt less net assets held for sale $12,387 $12,576 10,938 $10,756 $6,464 $5,809
After-tax Return on Capital and<br>Adjusted After-tax Return on Capital (ROC) - After-tax return on capital is a measure used by<br>investors, financial analysts and management to evaluate the return<br>on net assets employed in the business. ROC measures the after-tax<br>operating profit that the company was able to generate with the<br>investments made by all parties in the business (debt,<br>noncontrolling interests and Linde plc shareholders’<br>equity).
Reported<br>income from continuing operations $458 $571 507 $513 $435 $2,870
Add:<br>noncontrolling interests from continuing<br>operations 25 35 27 29 30 (33)
Add: interest<br>expense - net 18 24 8 10 23 72
Less: tax<br>benefit on interest expense - net * (5) (6) (2) (3) (6) (18)
Reported NOPAT $496 $624 540 $549 $482 $2,891
Adjusted<br>income from continuing operations $1,005 $1,009 1,024 $1,000 $927 $841
Add: adjusted<br>noncontrolling interests from continuing<br>operations 39 50 41 46 45 40
Add: adjusted<br>interest expense - net 40 46 30 35 50 50
Less: tax<br>benefit on interest expense - net * (10) (12) (7) (9) (13) (13)
Adjusted NOPAT $1,074 $1,093 1,088 $1,072 $1,009 $919
4-quarter<br>trailing reported NOPAT $2,389 $2,442 2,300
4-quarter<br>trailing adjusted NOPAT $4,367 $4,365 4,281
Equity and<br>redeemable noncontrolling interests:
Redeemable<br>noncontrolling interests $13 $92 113 $15 $15 $16
Linde plc<br>shareholders' equity 45,537 44,776 49,074 50,564 51,175 51,596
Noncontrolling<br>interests 2,387 2,375 2,448 2,315 5,457 5,484
Total equity<br>and redeemable noncontrolling interests $47,937 $47,243 51,635 $52,894 $56,647 $57,096
Reported<br>capital $60,474 $59,989 62,768 $63,893 $63,373 $63,196
Total equity<br>and redeemable noncontrolling interests $47,937 $47,243 51,635 $52,894 $56,647 $57,096
Add: Adjusted<br>net debt less net assets held for sale 12,387 12,576 10,938 10,756 6,464 5,809
Less: Linde AG<br>Goodwill (a) 24,256 24,256 24,256 24,197 24,197 24,146
Less: Linde AG<br>Indefinite lived intangibles (a) 1,868 1,868 1,868 1,868 1,868 1,648
Adjusted<br>capital $34,200 $33,695 36,449 $37,585 $37,046 $37,111
(a)<br>Represent balance sheet purchase accounting impacts of<br>non-amortizing assets related to the Linde AG merger.
Ending capital<br>(see above) $60,474 $59,989 62,768
5-quarter<br>average ending capital $61,858 $62,438 63,079
Ending<br>adjusted capital (see above) $34,200 $33,695 36,449
5-quarter<br>average ending adjusted capital $35,564 $36,133 36,816
After-tax ROC (4 quarter reported NOPAT / 5-quarter average ending<br>capital) 3.9% 3.9% 3.6%
Adjusted after-tax ROC (4 quarter trailing adjusted NOPAT /<br>5-quarter average ending adjusted capital) 12.3% 12.1% 11.6%
* Tax benefit on<br>interest expense - net is generally presented using the reported<br>effective rate.

All values are in US Dollars.

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