Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A")

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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."

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)20262025Variance
Sales$8,781$8,1128%
Cost of sales, exclusive of depreciation and amortization$4,523$4,1579%
As a percent of sales51.5%51.2%
Selling, general and administrative$893$78614%
As a percent of sales10.2%9.7%
Depreciation and amortization$951$9105%
Cost reduction program and other charges$—$55(100)%
Other income (expense) - net$63$18250%
Operating profit$2,439$2,18412%
Operating margin27.8%26.9%
Interest expense - net$62$603%
Net pension and OPEB cost (benefit), excluding service cost$(54)$(56)(4)%
Effective tax rate23.5%23.4%
Income from equity investments$40$385%
Noncontrolling interests$(43)$(34)26%
Net Income – Linde plc$1,857$1,67311%
Diluted earnings per share$3.98$3.5113%
Diluted shares outstanding466,319476,262(2)%
Number of employees65,03465,069—%
Adjusted Amounts (a)
Depreciation and amortization$760$7196%
Operating profit$2,630$2,4388%
Operating margin30.0%30.1%
Effective tax rate23.5%23.5%
Net Income – Linde plc$2,019$1,8807%
Diluted earnings per share$4.33$3.9510%
Other Financial Data (a)
EBITDA$3,430$3,13210%
As percent of sales39.1%38.6%
Adjusted EBITDA$3,449$3,2137%
As percent of sales39.3%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

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
Volume1%
Price/Mix2%
Cost pass-through—%
Currency5%
Acquisitions/divestitures1%
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

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.

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.

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)20262025Variance
SALES
Americas$4,025$3,66610%
EMEA2,1712,0317%
APAC1,7011,53911%
Engineering517565(8)%
Other36731118%
Total sales$8,781$8,1128%
SEGMENT OPERATING PROFIT
Americas$1,272$1,13712%
EMEA7847229%
APAC4774516%
Engineering101114(11)%
Other(4)14(129)%
Segment operating profit$2,630$2,4388%
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.

Americas

Quarter Ended March 31,
(Millions of dollars)20262025Variance
Sales$4,025$3,66610%
Operating profit$1,272$1,13712%
As a percent of sales31.6%31.0%
Quarter Ended March 31, 2026 vs. 2025
% Change
Factors Contributing to Changes - Sales
Volume2%
Price/Mix4%
Cost pass-through2%
Currency2%
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)20262025Variance
Sales$2,171$2,0317%
Operating profit$784$7229%
As a percent of sales36.1%35.5%
Quarter Ended March 31, 2026 vs. 2025
% Change
Factors Contributing to Changes - Sales
Volume(3)%
Price/Mix1%
Cost pass-through(2)%
Currency10%
Acquisitions/divestitures1%
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)20262025Variance
Sales$1,701$1,53911%
Operating profit$477$4516%
As a percent of sales28.0%29.3%
Quarter Ended March 31, 2026 vs. 2025
% Change
Factors Contributing to Changes - Sales
Volume/Equipment6%
Price/Mix—%
Cost pass-through(1)%
Currency4%
Acquisitions/divestitures2%
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

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)20262025Variance
Sales$517$565(8)%
Operating profit$101$114(11)%
As a percent of sales19.5%20.2%
Quarter Ended March 31, 2026 vs. 2025
% Change
Factors Contributing to Changes - Sales
Currency7%
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)20262025Variance
Sales$367$31118%
Operating profit (loss)$(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/price10%
Cost pass-through6%
Currency2%
Acquisitions/divestitures—%
18%

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 SalesExchange Rate for Income StatementExchange Rate for Balance Sheet
Year-To-Date AverageMarch 31,December 31,
Currency2026202520262025
Euro16%0.850.950.870.85
Chinese yuan7%6.937.276.896.99
British pound4%0.740.790.760.74
Brazilian real4%5.265.855.185.47
Mexican peso4%17.5620.4317.9418.01
Australian dollar4%1.441.591.451.50
Korean won3%1,4651,4521,5191,440
Canadian dollar3%1.371.441.391.37
Indian rupee2%91.5286.6094.8389.88
Swedish krona1%9.1410.679.479.21
South African rand1%16.3518.5016.9416.56
Swiss franc1%0.800.900.800.79

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,
20262025
NET CASH PROVIDED BY (USED FOR):
OPERATING ACTIVITIES
Net income (including noncontrolling interests)$1,900$1,707
Non-cash charges (credits):
Add: Depreciation and amortization951910
Add: Deferred income taxes89
Add: Share-based compensation4142
Add: Cost reduction program and other charges, net of payments(44)18
Net income adjusted for non-cash charges2,8562,686
Less: Working capital(534)(469)
Less: Pension contributions(7)(5)
Other(75)(51)
Net cash provided by (used for) operating activities$2,240$2,161
INVESTING ACTIVITIES
Capital expenditures(1,342)(1,270)
Acquisitions, net of cash acquired(153)(112)
Divestitures, net of cash divested and asset sales11213
Other investing, net(1)—
Net cash provided by (used for) investing activities$(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.

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.

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,
20262025
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)191199
Total adjustments191254
Adjusted operating profit$2,630$2,438
Reported percentage change12%
Adjusted percentage change8%
Reported sales$8,781$8,112
Reported operating margin27.8%26.9%
Adjusted operating margin30.0%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)4544
Add: Cost reduction program and other charges—18
Total adjustments4562
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)191199
Quarter Ended March 31,
20262025
Add: Cost reduction program and other charges—55
Total adjustments191254
Adjusted income before income taxes and equity investments$2,622$2,434
Reported Income taxes$571$511
Reported effective tax rate23.5%23.4%
Adjusted income taxes$616$573
Adjusted effective tax rate23.5%23.5%
Income from Equity Investments
Reported income from equity investments$40$38
Add: Purchase accounting impacts - Linde AG (c)1918
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)162170
Total adjustments162207
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)0.350.36
Total adjustments0.350.44
Adjusted diluted EPS$4.33$3.95
Reported percentage change13%
Adjusted percentage change10%
Quarter Ended March 31,
20262025
Adjusted EBITDA and % of Sales
Net Income - Linde plc$1,857$1,673
Add: Noncontrolling interests4334
Add: Net pension and OPEB cost (benefit), excluding service cost(54)(56)
Add: Interest expense6260
Add: Income taxes571511
Add: Depreciation and amortization951910
EBITDA$3,430$3,132
Add: Cost reduction program and other charges—55
Add: Purchase accounting impacts - Linde AG (c)1926
Total adjustments1981
Adjusted EBITDA$3,449$3,213
Reported sales$8,781$8,112
% of sales
EBITDA39.1%38.6%
Adjusted EBITDA as a % of Sales39.3%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.

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.

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 DataThree Months Ended March 31, 2026Twelve Months Ended December 31, 2025
Sales$2,233$8,844
Operating profit4231,512
Net income(22)3
Transactions with non-guarantor subsidiaries8973,989
Balance Sheet Data (at period end)
Current assets (a)$4,226$4,815
Long-term assets (b)17,03016,808
Current liabilities (c)10,31410,085
Long-term liabilities (d)73,89373,336
(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 subsidiaries719724
(c) From current liabilities above, amount due to non-guarantor subsidiaries1,4091,325
(d) From long-term liabilities above, amount due to non-guarantor subsidiaries49,87148,301

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