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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,~~June 30, 2021


☐			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			001-38730

LINDE PLC

(Exact name of registrant as specified in its charter)

~~Ireland~~

Ireland

98-1448883

(State or other jurisdiction of incorporation)

(I.R.S. Employer Identification No.)

The Priestley Centre

10 Riverview Dr.,

10 Priestley Road,

Danbury, CT

Surrey Research Park,

United States 06810

Guildford,

Surrey

GU2 7XY

United Kingdom

(Address of principal executive offices) (Zip Code)

(203) 837-2000

+44

83 242200

(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

Ordinary shares (€0.001 nominal value per share)

LIN

New York Stock Exchange

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.

Large accelerated filer

☒

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,~~June 30, 2021, ~~520,208,493~~516,411,320 ordinary shares (€0.001 par value) of the Registrant were outstanding.

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INDEX

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)

	Consolidated Statements of Income - Quarters Ended ~~March 31,~~June 30, 2021 and 2020	4

	Consolidated Statements of Income - Six Months Ended June 30, 2021 and 2020	5

	Consolidated Statements of Comprehensive Income - Quarters Ended ~~March 31,~~June 30, 2021 and 2020	56
	Consolidated Statements of Comprehensive Income - Six Months Ended June 30, 2021 and 2020	7

	Condensed Consolidated Balance Sheets - ~~March 31,~~June 30, 2021 and December 31, 2020	68

	Condensed Consolidated Statements of Cash Flows - ~~Three~~Six Months Ended ~~March 31,~~June 30, 2021 and 2020	79

	Notes to Condensed Consolidated Financial Statements	810

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2427

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3943

Item 4.	Controls and Procedures	3943

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	4044

Item 1A.	Risk Factors	4044

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4044

Item 3.	Defaults Upon Senior Securities	4044

Item 4.	Mine Safety Disclosures	4044

Item 5.	Other Information	4044

Item 6.	Exhibits	4145

Signature		4246

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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, 2020 filed with the SEC on March 1, 2021, which should be reviewed carefully. Please consider Linde plc’s forward-looking statements in light of those risks.

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LINDE PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Millions of dollars, except per share data)

(UNAUDITED)


		Quarter Ended March 31,					Quarter Ended June 30,
		2021		2020			2021		2020
Sales	Sales	$	7,243	$	6,739	Sales	$	7,584	$	6,377
Cost of sales, exclusive of depreciation and amortization	Cost of sales, exclusive of depreciation and amortization	4,054		3,843		Cost of sales, exclusive of depreciation and amortization	4,194		3,619
Selling, general and administrative	Selling, general and administrative	787		861		Selling, general and administrative	822		760
Depreciation and amortization	Depreciation and amortization	1,166		1,142		Depreciation and amortization	1,171		1,124
Research and development	Research and development	35		44		Research and development	34		34
Cost reduction programs and other charges	Cost reduction programs and other charges	(8)		131		Cost reduction programs and other charges	204		249

Other income (expense) - net	Other income (expense) - net	4		15		Other income (expense) - net	(17)		0
Operating Profit	Operating Profit	1,213		733		Operating Profit	1,142		591
Interest expense - net	Interest expense - net	20		24		Interest expense - net	18		18
Net pension and OPEB cost (benefit), excluding service cost	Net pension and OPEB cost (benefit), excluding service cost	(49)		(45)		Net pension and OPEB cost (benefit), excluding service cost	(49)		(45)
Income From Continuing Operations Before Income Taxes and Equity Investments	Income From Continuing Operations Before Income Taxes and Equity Investments	1,242		754		Income From Continuing Operations Before Income Taxes and Equity Investments	1,173		618
Income taxes on continuing operations	Income taxes on continuing operations	268		165		Income taxes on continuing operations	334		164
Income From Continuing Operations Before Equity Investments	Income From Continuing Operations Before Equity Investments	974		589		Income From Continuing Operations Before Equity Investments	839		454
Income from equity investments	Income from equity investments	43		17		Income from equity investments	37		29
Income From Continuing Operations (Including Noncontrolling Interests)	Income From Continuing Operations (Including Noncontrolling Interests)	1,017		606		Income From Continuing Operations (Including Noncontrolling Interests)	876		483
Income from discontinued operations, net of tax	Income from discontinued operations, net of tax	1		2		Income from discontinued operations, net of tax	1		0
Net Income (Including Noncontrolling Interests)	Net Income (Including Noncontrolling Interests)	1,018		608		Net Income (Including Noncontrolling Interests)	877		483
Less: noncontrolling interests from continuing operations	Less: noncontrolling interests from continuing operations	(38)		(35)		Less: noncontrolling interests from continuing operations	(36)		(25)
Less: noncontrolling interest from discontinued operations	Less: noncontrolling interest from discontinued operations	0		0		Less: noncontrolling interest from discontinued operations	0		0
Net Income – Linde plc	Net Income – Linde plc	$	980	$	573	Net Income – Linde plc	$	841	$	458

Net Income – Linde plc	Net Income – Linde plc					Net Income – Linde plc
Income from continuing operations	Income from continuing operations	$	979	$	571	Income from continuing operations	$	840	$	458
Income from discontinued operations	Income from discontinued operations	$	1	$	2	Income from discontinued operations	$	1	$	0

Per Share Data – Linde plc Shareholders	Per Share Data – Linde plc Shareholders					Per Share Data – Linde plc Shareholders
Basic earnings per share from continuing operations	Basic earnings per share from continuing operations	$	1.87	$	1.07	Basic earnings per share from continuing operations	$	1.62	$	0.87
Basic earnings per share from discontinued operations	Basic earnings per share from discontinued operations	0		0		Basic earnings per share from discontinued operations	0		0
Basic earnings per share	Basic earnings per share	$	1.87	$	1.07	Basic earnings per share	$	1.62	$	0.87
Diluted earnings per share from continuing operations	Diluted earnings per share from continuing operations	$	1.86	$	1.07	Diluted earnings per share from continuing operations	$	1.60	$	0.87
Diluted earnings per share from discontinued operations	Diluted earnings per share from discontinued operations	0		0		Diluted earnings per share from discontinued operations	0		0
Diluted earnings per share	Diluted earnings per share	$	1.86	$	1.07	Diluted earnings per share	$	1.60	$	0.87

Weighted Average Shares Outstanding (000’s):	Weighted Average Shares Outstanding (000’s):					Weighted Average Shares Outstanding (000’s):
Basic shares outstanding	Basic shares outstanding	522,459		531,215		Basic shares outstanding	518,950		525,510
Diluted shares outstanding	Diluted shares outstanding	526,927		534,956		Diluted shares outstanding	523,723		529,054

The accompanying notes are an integral part of these financial statements.

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LINDE PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Millions of dollars, except per share data)

(UNAUDITED)


	Six Months Ended June 30,
	2021		2020
Sales	$	14,827	$	13,116
Cost of sales, exclusive of depreciation and amortization	8,248		7,462
Selling, general and administrative	1,609		1,621
Depreciation and amortization	2,337		2,266
Research and development	69		78
Cost reduction programs and other charges	196		380

Other income (expense) - net	(13)		15
Operating Profit	2,355		1,324
Interest expense - net	38		42
Net pension and OPEB cost (benefit), excluding service cost	(98)		(90)
Income From Continuing Operations Before Income Taxes and Equity Investments	2,415		1,372
Income taxes on continuing operations	602		329
Income From Continuing Operations Before Equity Investments	1,813		1,043
Income from equity investments	80		46
Income From Continuing Operations (Including Noncontrolling Interests)	1,893		1,089
Income from discontinued operations, net of tax	2		2
Net Income (Including Noncontrolling Interests)	1,895		1,091
Less: noncontrolling interests from continuing operations	(74)		(60)
Less: noncontrolling interest from discontinued operations	0		0
Net Income – Linde plc	$	1,821	$	1,031

Net Income – Linde plc
Income from continuing operations	$	1,819	$	1,029
Income from discontinued operations	$	2	$	2

Per Share Data – Linde plc Shareholders
Basic earnings per share from continuing operations	$	3.49	$	1.95
Basic earnings per share from discontinued operations	0		0
Basic earnings per share	$	3.49	$	1.95
Diluted earnings per share from continuing operations	$	3.46	$	1.93
Diluted earnings per share from discontinued operations	0		0
Diluted earnings per share	$	3.46	$	1.93

Weighted Average Shares Outstanding (000’s):
Basic shares outstanding	520,691		528,385
Diluted shares outstanding	525,380		532,112

The accompanying notes are an integral part of these financial statements.

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LINDE PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Millions of dollars)

(UNAUDITED)


		Quarter Ended March 31,					Quarter Ended June 30,
		2021		2020			2021		2020
NET INCOME (INCLUDING NONCONTROLLING INTERESTS)	NET INCOME (INCLUDING NONCONTROLLING INTERESTS)	$	1,018	$	608	NET INCOME (INCLUDING NONCONTROLLING INTERESTS)	$	877	$	483

OTHER COMPREHENSIVE INCOME (LOSS)	OTHER COMPREHENSIVE INCOME (LOSS)					OTHER COMPREHENSIVE INCOME (LOSS)
Translation adjustments:	Translation adjustments:					Translation adjustments:
Foreign currency translation adjustments	Foreign currency translation adjustments	(657)		(2,740)		Foreign currency translation adjustments	412		745
Reclassification to net income (Note 13)		(52)		0
Reclassification to net income						Reclassification to net income	0		0
Income taxes	Income taxes	(6)		25		Income taxes	(2)		(1)
Translation adjustments	Translation adjustments	(715)		(2,715)		Translation adjustments	410		744
Funded status - retirement obligations (Note 8):	Funded status - retirement obligations (Note 8):					Funded status - retirement obligations (Note 8):
Retirement program remeasurements	Retirement program remeasurements	20		58		Retirement program remeasurements	(19)		(7)
Reclassifications to net income	Reclassifications to net income	43		22		Reclassifications to net income	44		21
Income taxes	Income taxes	(23)		(15)		Income taxes	(2)		(9)
Funded status - retirement obligations	Funded status - retirement obligations	40		65		Funded status - retirement obligations	23		5
Derivative instruments (Note 5):	Derivative instruments (Note 5):					Derivative instruments (Note 5):
Current unrealized gain (loss)	Current unrealized gain (loss)	21		(65)		Current unrealized gain (loss)	19		20
Reclassifications to net income	Reclassifications to net income	(2)		24		Reclassifications to net income	(3)		26
Income taxes	Income taxes	(5)		11		Income taxes	(3)		(10)
Derivative instruments	Derivative instruments	14		(30)		Derivative instruments	13		36

TOTAL OTHER COMPREHENSIVE INCOME (LOSS)	TOTAL OTHER COMPREHENSIVE INCOME (LOSS)	(661)		(2,680)		TOTAL OTHER COMPREHENSIVE INCOME (LOSS)	446		785

COMPREHENSIVE INCOME (LOSS) (INCLUDING NONCONTROLLING INTERESTS)	COMPREHENSIVE INCOME (LOSS) (INCLUDING NONCONTROLLING INTERESTS)	357		(2,072)		COMPREHENSIVE INCOME (LOSS) (INCLUDING NONCONTROLLING INTERESTS)	1,323		1,268
Less: noncontrolling interests	Less: noncontrolling interests	(32)		71		Less: noncontrolling interests	(45)		(43)
COMPREHENSIVE INCOME (LOSS) - LINDE PLC	COMPREHENSIVE INCOME (LOSS) - LINDE PLC	$	325	$	(2,001)	COMPREHENSIVE INCOME (LOSS) - LINDE PLC	$	1,278	$	1,225

The accompanying notes are an integral part of these financial statements.

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LINDE PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Millions of dollars)

(UNAUDITED)


	Six Months Ended June 30,
	2021		2020
NET INCOME (INCLUDING NONCONTROLLING INTERESTS)	$	1,895	$	1,091

OTHER COMPREHENSIVE INCOME (LOSS)
Translation adjustments:
Foreign currency translation adjustments	(245)		(1,995)

Reclassification to net income (Note 13)	(52)		0
Income taxes	(8)		24
Translation adjustments	(305)		(1,971)
Funded status - retirement obligations (Note 8):



Retirement program remeasurements	1		51


Reclassifications to net income	87		43
Income taxes	(25)		(24)
Funded status - retirement obligations	63		70
Derivative instruments (Note 5):
Current period unrealized gain (loss)	40		(45)
Reclassifications to net income	(5)		50
Income taxes	(8)		1
Derivative instruments	27		6





TOTAL OTHER COMPREHENSIVE INCOME (LOSS)	(215)		(1,895)

COMPREHENSIVE INCOME (LOSS) (INCLUDING NONCONTROLLING INTERESTS)	1,680		(804)
Less: noncontrolling interests	(77)		28
COMPREHENSIVE INCOME (LOSS) - LINDE PLC	$	1,603	$	(776)

The accompanying notes are an integral part of these financial statements.

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LINDE PLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Millions of dollars)

(UNAUDITED)


		March 31, 2021		December 31, 2020			June 30, 2021		December 31, 2020
Assets	Assets					Assets
Cash and cash equivalents	Cash and cash equivalents	$	4,096	$	3,754	Cash and cash equivalents	$	3,137	$	3,754
Accounts receivable - net	Accounts receivable - net	4,139		4,167		Accounts receivable - net	4,342		4,167
Contract assets	Contract assets	137		162		Contract assets	173		162
Inventories	Inventories	1,695		1,729		Inventories	1,692		1,729
Prepaid and other current assets	Prepaid and other current assets	1,065		1,112		Prepaid and other current assets	1,102		1,112
Total Current Assets	Total Current Assets	11,132		10,924		Total Current Assets	10,446		10,924
Property, plant and equipment - net	Property, plant and equipment - net	26,934		28,711		Property, plant and equipment - net	26,917		28,711

Goodwill	Goodwill	27,472		28,201		Goodwill	27,621		28,201
Other intangible assets - net	Other intangible assets - net	14,559		16,184		Other intangible assets - net	14,493		16,184
Other long-term assets	Other long-term assets	4,896		4,209		Other long-term assets	4,868		4,209
Total Assets	Total Assets	$	84,993	$	88,229	Total Assets	$	84,345	$	88,229
Liabilities and equity	Liabilities and equity					Liabilities and equity
Accounts payable	Accounts payable	$	2,945	$	3,095	Accounts payable	$	3,143	$	3,095
Short-term debt	Short-term debt	3,276		3,251		Short-term debt	3,681		3,251
Current portion of long-term debt	Current portion of long-term debt	2,524		751		Current portion of long-term debt	1,827		751
Contract liabilities	Contract liabilities	1,863		1,769		Contract liabilities	1,787		1,769

Other current liabilities	Other current liabilities	4,419		4,874		Other current liabilities	4,238		4,874
Total Current Liabilities	Total Current Liabilities	15,027		13,740		Total Current Liabilities	14,676		13,740
Long-term debt	Long-term debt	9,950		12,152		Long-term debt	9,984		12,152
Other long-term liabilities	Other long-term liabilities	12,383		12,755		Other long-term liabilities	12,457		12,755

Total Liabilities	Total Liabilities	37,360		38,647		Total Liabilities	37,117		38,647
Redeemable noncontrolling interests	Redeemable noncontrolling interests	13		13		Redeemable noncontrolling interests	13		13
Linde plc Shareholders’ Equity:	Linde plc Shareholders’ Equity:					Linde plc Shareholders’ Equity:
Ordinary shares,€0.001 par value, authorized 1,750,000,000 shares, 2021 issued: 552,012,862 ordinary shares; 2020 issued: 552,012,862 ordinary shares	Ordinary shares,€0.001 par value, authorized 1,750,000,000 shares, 2021 issued: 552,012,862 ordinary shares; 2020 issued: 552,012,862 ordinary shares	1		1		Ordinary shares,€0.001 par value, authorized 1,750,000,000 shares, 2021 issued: 552,012,862 ordinary shares; 2020 issued: 552,012,862 ordinary shares	1		1
Additional paid-in capital	Additional paid-in capital	40,192		40,202		Additional paid-in capital	40,200		40,202
Retained earnings	Retained earnings	17,563		17,178		Retained earnings	17,820		17,178
Accumulated other comprehensive income (loss) (Note 11)	Accumulated other comprehensive income (loss) (Note 11)	(5,345)		(4,690)		Accumulated other comprehensive income (loss) (Note 11)	(4,908)		(4,690)
Less: Treasury shares, at cost (2021 – 31,804,369 shares and 2020 – 28,718,333 shares)		(6,201)		(5,374)
Less: Treasury shares, at cost (2021 – 35,601,542 shares and 2020 – 28,718,333 shares)						Less: Treasury shares, at cost (2021 – 35,601,542 shares and 2020 – 28,718,333 shares)	(7,336)		(5,374)
Total Linde plc Shareholders’ Equity	Total Linde plc Shareholders’ Equity	46,210		47,317		Total Linde plc Shareholders’ Equity	45,777		47,317
Noncontrolling interests	Noncontrolling interests	1,410		2,252		Noncontrolling interests	1,438		2,252
Total Equity	Total Equity	47,620		49,569		Total Equity	47,215		49,569
Total Liabilities and Equity	Total Liabilities and Equity	$	84,993	$	88,229	Total Liabilities and Equity	$	84,345	$	88,229

The accompanying notes are an integral part of these financial statements.

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LINDE PLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Millions of dollars)

(UNAUDITED)


		Three Months Ended March 31,					Six Months Ended June 30,
		2021		2020			2021		2020
Increase (Decrease) in Cash and Cash Equivalents	Increase (Decrease) in Cash and Cash Equivalents					Increase (Decrease) in Cash and Cash Equivalents
Operations	Operations					Operations
Net income - Linde plc	Net income - Linde plc	$	980	$	573	Net income - Linde plc	$	1,821	$	1,031
Less: Income from discontinued operations, net of tax and noncontrolling interests	Less: Income from discontinued operations, net of tax and noncontrolling interests	(1)		(2)		Less: Income from discontinued operations, net of tax and noncontrolling interests	(2)		(2)
Add: Noncontrolling interests from continuing operations	Add: Noncontrolling interests from continuing operations	38		35		Add: Noncontrolling interests from continuing operations	74		60
Income from continuing operations (including noncontrolling interests)	Income from continuing operations (including noncontrolling interests)	1,017		606		Income from continuing operations (including noncontrolling interests)	1,893		1,089
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Cost reduction programs and other charges, net of payments	Cost reduction programs and other charges, net of payments	(76)		40		Cost reduction programs and other charges, net of payments	95		239

Depreciation and amortization	Depreciation and amortization	1,166		1,142		Depreciation and amortization	2,337		2,266
Deferred income taxes	Deferred income taxes	(65)		(107)		Deferred income taxes	(78)		(261)
Share-based compensation	Share-based compensation	29		43		Share-based compensation	63		75
Working capital:	Working capital:					Working capital:
Accounts receivable	Accounts receivable	(178)		(109)		Accounts receivable	(388)		(118)
Inventory	Inventory	(60)		(62)		Inventory	(42)		(82)
Prepaid and other current assets	Prepaid and other current assets	(64)		(92)		Prepaid and other current assets	(20)		(48)
Payables and accruals	Payables and accruals	69		(183)		Payables and accruals	39		(27)
Contract assets and liabilities, net	Contract assets and liabilities, net	191		176		Contract assets and liabilities, net	51		71
Pension contributions	Pension contributions	(12)		(17)		Pension contributions	(28)		(41)
Long-term assets, liabilities and other	Long-term assets, liabilities and other	92		(90)		Long-term assets, liabilities and other	14		(52)
Net cash provided by operating activities	Net cash provided by operating activities	2,109		1,347		Net cash provided by operating activities	3,936		3,111
Investing	Investing					Investing
Capital expenditures	Capital expenditures	(762)		(803)		Capital expenditures	(1,506)		(1,586)
Acquisitions, net of cash acquired	Acquisitions, net of cash acquired	(10)		(41)		Acquisitions, net of cash acquired	(31)		(41)
Divestitures and asset sales, net of cash divested	Divestitures and asset sales, net of cash divested	21		231		Divestitures and asset sales, net of cash divested	77		380
Net cash provided by (used for) investing activities	Net cash provided by (used for) investing activities	(751)		(613)		Net cash provided by (used for) investing activities	(1,460)		(1,247)
Financing	Financing					Financing
Short-term debt borrowings (repayments) - net	Short-term debt borrowings (repayments) - net	704		3,149		Short-term debt borrowings (repayments) - net	1,081		1,945
Long-term debt borrowings	Long-term debt borrowings	34		16		Long-term debt borrowings	51		1,656
Long-term debt repayments	Long-term debt repayments	(57)		(53)		Long-term debt repayments	(818)		(78)
Issuances of ordinary shares	Issuances of ordinary shares	17		13		Issuances of ordinary shares	32		25
Purchases of ordinary shares	Purchases of ordinary shares	(868)		(1,828)		Purchases of ordinary shares	(2,082)		(1,828)
Cash dividends - Linde plc shareholders	Cash dividends - Linde plc shareholders	(553)		(511)		Cash dividends - Linde plc shareholders	(1,102)		(1,017)

Noncontrolling interest transactions and other	Noncontrolling interest transactions and other	(247)		(27)		Noncontrolling interest transactions and other	(277)		(148)
Net cash provided by (used for) financing activities	Net cash provided by (used for) financing activities	(970)		759		Net cash provided by (used for) financing activities	(3,115)		555

Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	(46)		(179)		Effect of exchange rate changes on cash and cash equivalents	22		(178)
Change in cash and cash equivalents	Change in cash and cash equivalents	342		1,314		Change in cash and cash equivalents	(617)		2,241
Cash and cash equivalents, beginning-of-period	Cash and cash equivalents, beginning-of-period	3,754		2,700		Cash and cash equivalents, beginning-of-period	3,754		2,700

Cash and cash equivalents, end-of-period	Cash and cash equivalents, end-of-period	$	4,096	$	4,014	Cash and cash equivalents, end-of-period	$	3,137	$	4,941

The accompanying notes are an integral part of these financial statements.

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INDEX TO NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Notes to Condensed Consolidated Financial Statements - Linde plc and Subsidiaries (Unaudited)

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1. Summary of Significant Accounting Policies

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 presentation 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 2020 Annual Report on Form 10-K. There have been no material changes to the company’s significant accounting policies during 2021.

Accounting Standards Implemented in 2021

•Income Taxes - Simplifying the Accounting for Income Taxes - In December 2019, the FASB issued guidance which simplifies the accounting for income taxes by removing several exceptions in the current standard and adds guidance to reduce complexity in certain areas, such as requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date, evaluating whether a step-up in tax basis of goodwill relates to a business combination or a separate transaction and allocating taxes to members of a consolidated group. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The adoption of this standard did not materially impact the company's consolidated financial statements.

~~Accounting Standards to be Implemented~~

•Reference Rate Reform - In March 2020 with amendments in 2021, the FASB issued guidance related to reference rate reform which provides practical expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions that the reference London Interbank Offered Rate (“LIBOR”) and other interbank offered rates. This update is applicable to our contracts and hedging relationships that reference LIBOR and other interbank offered rates. The amendments may be applied to impacted contracts and hedges prospectively through December 31, 2022. ~~We are currently evaluating the impact~~The application of this guidance ~~on our~~did not materially impact the company's consolidated financial statements.

Reclassifications – Certain prior periods' amounts have been reclassified to conform to the current year’s presentation.

2. Cost Reduction Programs and Other Charges

2021 Charges

Cost reduction programs and other charges were ~~a benefit of $8~~$204 million and $196 million for the ~~three~~ quarter and six months ended ~~March 31,~~June 30, 2021 ~~(benefit of $28~~, respectively ($198 million and $170 million, after tax). The fol~~The following~~lowing table summarizes the activities related to the company's cost reduction charges for the ~~three~~quarter and six months ended ~~March 31,~~June 30, 2021:

Quarter Ended March 31, 2021
(millions of dollars) Severance costs Other cost reduction charges Total cost reduction program related charges Merger-related and other charges Total
Americas $ 3 $ 2 $ 5 $ 0 $ 5
EMEA 13 7 20 0 20
APAC 2 2 4 (53) (49)
Engineering 7 0 7 0 7
Other 1 7 8 1 9
Total $ 26 $ 18 $ 44 $ (52) $ (8)


	Quarter Ended June 30, 2021
(millions of dollars)	Severance costs		Other cost reduction charges		Total cost reduction program related charges		Merger-related and other charges		Total
Americas	$	0	$	0	$	0	$	0	$	0
EMEA	169		14		183		0		183
APAC	5		0		5		0		5
Engineering	0		6		6		0		6
Other	8		2		10		0		10
Total	$	182	$	22	$	204	$	0	$	204

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	Six Months Ended June 30, 2021
(millions of dollars)	Severance costs		Other cost reduction charges		Total cost reduction program related charges		Merger-related and other charges		Total
Americas	$	3	$	2	$	5	$	0	$	5
EMEA	182		21		203		0		203
APAC	7		2		9		(53)		(44)
Engineering	7		6		13		0		13
Other	9		9		18		1		19
Total	$	208	$	40	$	248	$	(52)	$	196

Cost Reduction Programs

Total cost reduction program related charges were ~~$44~~$204 million for the ~~three~~quarter and $248 million for the six months ended ~~March 31,~~June 30, 2021 ($34150 million and $184 million, after tax).

Severance costs

Severance costs were ~~$26~~$182 million and $208 million for the ~~three~~quarter and six months ended ~~March 31,~~June 30, 2021. As of ~~March 31,~~June 30, 2021, ~~the majority~~approximately half of the actions have been taken, with ~~the~~ remaining actions ~~anticipated~~planned to be completed by the ~~end~~first quarter of ~~the fiscal year.~~2022.

Other cost reduction charges

Other cost reduction charges of ~~$18~~$22 million and $40 million for the ~~three~~quarter and six months ended ~~March 31,~~June 30, 2021, respectively, are primarily charges related to the execution of the company's synergistic actions including location consolidations and business rationalization projects, process harmonization, and associated non-recurring costs.

Merger-related Costs and Other Charges

Merger-related costs and other charges were flat during the quarter ended June 30, 2021 and a benefit of $52 million ~~(benefit~~for the six months ended June 30, 2021 (charge of ~~$62~~$48 million and benefit of $14 million, after tax) ~~for the three months ended March 31, 2021,~~. The pre-tax benefit was primarily due to a $52 million gain triggered by a joint venture deconsolidation in the APAC segment in the first quarter (see Note 13),.

In addition, the quarter and ~~other~~six months ended June 30, 2021 include net income tax ~~adjustments.~~charges of $48 million and $38 million, respectively, primarily related to (i) $81 million of expense due to the revaluation of a net deferred tax liability resulting from a tax rate increase in the United Kingdom enacted in the current quarter, and (ii) a tax settlement benefit of $33 million.

Cash Requirements

The total cash requirements of the ~~cost~~cost reduction program and other charges during the ~~three~~six months ended ~~March 31,~~June 30, 2021 are estimated to be ~~approximately $24~~approximately $223 million and areare expected to be paid through ~~2022.~~2023. Total cost reduction programs and other charges, net of payments in the condensed consolidated statements of cash flows for the ~~three~~six months ended ~~March 31,~~June 30, 2021 also reflects the impact of cash payments of liabilities, including merger-related tax liabilities, accrued as of December 31, 2020.

The following table summarizes the activities related to the company's cost reduction related charges for the ~~three~~six months ended ~~March 31,~~June 30, 2021:

(millions of dollars) Severance costs Other cost reduction charges Total cost reduction program related charges Merger-related and other charges Total
Balance, December 31, 2020 $ 283 $ 22 $ 305 $ 64 $ 369
2021 Cost Reduction Programs and Other Charges 26 18 44 (52) (8)
Less: Cash payments (54) (1) (55) (4) (59)
Less: Non-cash charges / benefits 0 (13) (13) 52 39
Foreign currency translation and other (4) 0 (4) (3) (7)
Balance, March 31, 2021 $ 251 $ 26 $ 277 $ 57 $ 334

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




Balance, December 31, 2020	$	283	$	22	$	305	$	64	$	369
2021 Cost Reduction Programs and Other Charges	208		40		248		(52)		196
Less: Cash payments	(85)		(5)		(90)		(6)		(96)
Less: Non-cash charges / benefits	0		(19)		(19)		54		35
Foreign currency translation and other	(5)		0		(5)		(3)		(8)
Balance, June 30, 2021	$	401	$	38	$	439	$	57	$	496

2020 Charges

Cost reduction programs and other charges were ~~$131~~$249 million and $380 million for the ~~three~~quarter and six months ended ~~March 31,~~June 30, 2020 ($95187 million and $282 million, after tax).

Total cost reduction program related charges were ~~$78~~$213 million ~~($56~~and $291 million ($151 million and $207 million, respectively, after tax),. for the quarter and six months ended June 30, 2020, respectively, which consisted primarily of severance charges of ~~$58~~$192 million and $250 million, largely in the EMEA and Engineering segments. Merger-related and other charges were ~~$53~~$36 million and $89 million for the quarter and six months ended June 30, 2020 ($3936 million and $75 million, after tax).

Classification in the condensed consolidated financial statements

The costs are shown within operating profit in a separate line item on the consolidated statements of income. On the condensed consolidated statements of cash flows, the impact of these costs, net of cash payments, is shown as an adjustment to reconcile net income to net cash provided by operating activities. In Note 10 Segments, Linde excluded these costs from its management definition of segment operating profit; a reconciliation of segment operating profit to consolidated operating profit is shown within the segment operating profit table.

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3. 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 ~~$4,125~~$4,326 million and $4,169 million at ~~March 31,~~June 30, 2021 and December 31, 2020 respectively and gross receivables aged greater than one year were ~~$338~~$316 million and $358 million at ~~March 31,~~June 30, 2021 and December 31, 2020 respectively. Other receivables were ~~$122~~$130 million and $111 million at ~~March 31,~~June 30, 2021 and December 31, 2020, 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 ~~$4,139~~$4,342 million at ~~March 31,~~June 30, 2021 and $4,167 million at December 31, 2020. Allowances for expected credit losses were ~~$446~~$430 million at ~~March 31,~~June 30, 2021 and $471 million at December 31, 2020. Provisions for expected credit losses were ~~$39~~$71 million and ~~$46~~$95 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, respectively. The allowance activity in the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020 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:


(Millions of dollars)	(Millions of dollars)	March 31, 2021		December 31, 2020		(Millions of dollars)	June 30, 2021		December 31, 2020
Inventories	Inventories					Inventories
Raw materials and supplies	Raw materials and supplies	$	364	$	411	Raw materials and supplies	$	369	$	411
Work in process	Work in process	347		337		Work in process	358		337
Finished goods	Finished goods	984		981		Finished goods	965		981
Total inventories	Total inventories	$	1,695	$	1,729	Total inventories	$	1,692	$	1,729

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4. Debt

The following is a summary of Linde's outstanding debt at ~~March 31,~~June 30, 2021 and December 31, 2020:


(Millions of dollars)	(Millions of dollars)	March 31, 2021		December 31, 2020		(Millions of dollars)	June 30, 2021		December 31, 2020
SHORT-TERM	SHORT-TERM					SHORT-TERM
Commercial paper	Commercial paper	$	1,979	$	2,527	Commercial paper	$	2,808	$	2,527
Other borrowings (primarily non U.S.)	Other borrowings (primarily non U.S.)	1,297		724		Other borrowings (primarily non U.S.)	873		724
Total short-term debt	Total short-term debt	3,276		3,251		Total short-term debt	3,681		3,251
LONG-TERM (a)	LONG-TERM (a)					LONG-TERM (a)
(U.S. dollar denominated unless otherwise noted)	(U.S. dollar denominated unless otherwise noted)					(U.S. dollar denominated unless otherwise noted)
3.875% Euro denominated notes due 2021 ~~(b)~~(c)	3.875% Euro denominated notes due 2021 ~~(b)~~(c)	709		748		3.875% Euro denominated notes due 2021 ~~(b)~~(c)	—		748
0.250% Euro denominated notes due 2022 (b)	0.250% Euro denominated notes due 2022 (b)	1,178		1,226		0.250% Euro denominated notes due 2022 (b)	1,188		1,226
2.45% Notes due 2022	2.45% Notes due 2022	600		599		2.45% Notes due 2022	600		599
2.20% Notes due 2022	2.20% Notes due 2022	499		499		2.20% Notes due 2022	499		499
2.70% Notes due 2023	2.70% Notes due 2023	499		499		2.70% Notes due 2023	499		499
2.00% Euro denominated notes due 2023 (b)	2.00% Euro denominated notes due 2023 (b)	795		832		2.00% Euro denominated notes due 2023 (b)	800		832
5.875% GBP denominated notes due 2023 (b)	5.875% GBP denominated notes due 2023 (b)	455		460		5.875% GBP denominated notes due 2023 (b)	452		460
1.20% Euro denominated notes due 2024	1.20% Euro denominated notes due 2024	644		671		1.20% Euro denominated notes due 2024	651		671
1.875% Euro denominated notes due 2024 (b)	1.875% Euro denominated notes due 2024 (b)	372		389		1.875% Euro denominated notes due 2024 (b)	374		389
2.65% Notes due 2025	2.65% Notes due 2025	399		398		2.65% Notes due 2025	399		398
1.625% Euro denominated notes due 2025	1.625% Euro denominated notes due 2025	583		607		1.625% Euro denominated notes due 2025	589		607
3.20% Notes due 2026	3.20% Notes due 2026	725		725		3.20% Notes due 2026	725		725
3.434% Notes due 2026	3.434% Notes due 2026	196		196		3.434% Notes due 2026	197		196
1.652% Euro denominated notes due 2027	1.652% Euro denominated notes due 2027	96		100		1.652% Euro denominated notes due 2027	98		100
0.250% Euro denominated notes due 2027	0.250% Euro denominated notes due 2027	877		914		0.250% Euro denominated notes due 2027	887		914
1.00% Euro denominated notes due 2028 (b)	1.00% Euro denominated notes due 2028 (b)	918		966		1.00% Euro denominated notes due 2028 (b)	925		966
1.10% Notes due 2030	1.10% Notes due 2030	696		696		1.10% Notes due 2030	696		696
1.90% Euro denominated notes due 2030	1.90% Euro denominated notes due 2030	122		127		1.90% Euro denominated notes due 2030	124		127
0.550% Euro denominated notes due 2032	0.550% Euro denominated notes due 2032	873		909		0.550% Euro denominated notes due 2032	881		909
3.55% Notes due 2042	3.55% Notes due 2042	664		664		3.55% Notes due 2042	664		664
2.00% Notes due 2050	2.00% Notes due 2050	296		296		2.00% Notes due 2050	296		296
Non U.S. borrowings	Non U.S. borrowings	268		372		Non U.S. borrowings	257		372
Other	Other	10		10		Other	10		10
		12,474		12,903			11,811		12,903
Less: current portion of long-term debt	Less: current portion of long-term debt	(2,524)		(751)		Less: current portion of long-term debt	(1,827)		(751)
Total long-term debt	Total long-term debt	9,950		12,152		Total long-term debt	9,984		12,152
Total debt	Total debt	$	15,750	$	16,154	Total debt	$	15,492	$	16,154

(a)Amounts are net of unamortized discounts, premiums and/or debt issuance costs as applicable.

(b)~~March 31,~~June 30, 2021 and December 31, 2020 included a cumulative ~~$62~~$58 million and $79 million adjustment to carrying value, respectively, related to hedge accounting of interest rate swaps. Refer to Note ~~5 for additional information.~~5.

(c)In June 2021, the company repaid €600 million of 3.875% note that became due.

The company maintains a $5 billion unsecured revolving credit agreement with a syndicate of banking institutions that expires March 26, 2024. There are no financial maintenance covenants contained within the credit agreement. NaN borrowings were outstanding under the credit agreement as of ~~March 31,~~June 30, 2021.

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5. 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, currency-swap agreements, forward contracts, currency options, 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 3 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; however, cross-currency contracts are generally not designated as hedges for accounting purposes. Certain currency contracts related to forecasted transactions 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 with its 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,~~June 30, 2021, 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.

The following table is a summary of the notional amount and fair value of derivatives outstanding at ~~March 31,~~June 30, 2021 and December 31, 2020 for consolidated subsidiaries:


						Fair Value													Fair Value
		Notional Amounts				Assets (a)				Liabilities (a)					Notional Amounts				Assets (a)				Liabilities (a)
(Millions of dollars)	(Millions of dollars)	March 31, 2021		December 31, 2020		March 31, 2021		December 31, 2020		March 31, 2021		December 31, 2020		(Millions of dollars)	June 30, 2021		December 31, 2020		June 30, 2021		December 31, 2020		June 30, 2021		December 31, 2020
Derivatives Not Designated as Hedging Instruments:	Derivatives Not Designated as Hedging Instruments:													Derivatives Not Designated as Hedging Instruments:
Currency contracts:	Currency contracts:													Currency contracts:
Balance sheet items	Balance sheet items	$	6,002	$	6,470	$	26	$	72	$	32	$	48	Balance sheet items	$	4,972	$	6,470	$	32	$	72	$	24	$	48
Forecasted transactions	Forecasted transactions	705		823		6		16		9		12		Forecasted transactions	523		823		6		16		6		12
Cross-currency swaps	Cross-currency swaps	194		260		23		24		6		7		Cross-currency swaps	174		260		25		24		5		7
Commodity contracts	Commodity contracts	N/A		N/A		2		1		N/A		N/A		Commodity contracts	N/A		N/A		5		1		—		—
Total	Total	$	6,901	$	7,553	$	57	$	113	$	47	$	67	Total	$	5,669	$	7,553	$	68	$	113	$	35	$	67
Derivatives Designated as Hedging Instruments:	Derivatives Designated as Hedging Instruments:													Derivatives Designated as Hedging Instruments:

Currency contracts:	Currency contracts:													Currency contracts:

Forecasted transactions	Forecasted transactions	309		355		5		20		6		14		Forecasted transactions	264		355		4		20		4		14

Commodity contracts	Commodity contracts	N/A		N/A		29		3		N/A		N/A		Commodity contracts	N/A		N/A		36		3		—		—

Interest rate swaps	Interest rate swaps	1,859		1,923		50		64		0		0		Interest rate swaps	1,304		1,923		34		64		0		0
Total Hedges	Total Hedges	$	2,168	$	2,278	$	84	$	87	$	6	$	14	Total Hedges	$	1,568	$	2,278	$	74	$	87	$	4	$	14
Total Derivatives	Total Derivatives	$	9,069	$	9,831	$	141	$	200	$	53	$	81	Total Derivatives	$	7,237	$	9,831	$	142	$	200	$	39	$	81

(a)~~March 31,~~June 30, 2021 and December 31, 2020 included current assets of ~~$67~~$79 million and $110 million which are recorded in prepaid and other current assets; long-term assets of ~~$74~~$63 million and $90 million which are recorded in other long-term assets; current liabilities of ~~$42~~$32 million and $70 million which are recorded in other current liabilities; and long-term liabilities of ~~$11~~$7 million and $11 million which are recorded in other long-term liabilities.

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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 ("AOCI") with deferred amounts reclassified to earnings over the same time period as the income statement impact of the associated forecasted transaction. For forecasted transactions that do not qualify for cash flow hedging relationships, fair value adjustments are recorded directly to earnings.

Cross-Currency Swaps

Cross-currency interest rate swaps are entered into to limit the foreign currency risk of future principal and interest cash flows associated with intercompany loans, and to a more limited extent bonds, denominated in non-functional currencies. The fair value adjustments on the cross-currency swaps are recorded to earnings, where they are offset by fair value adjustments on the underlying intercompany loan or bond.

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 ("AOCI") with deferred amounts reclassified to earnings over the same time period as the income statement impact of the associated purchase.

Net Investment Hedge

As of ~~March 31,~~June 30, 2021, Linde has ~~€2.3~~€2.7 billion ($~~2.7~~3.2 billion) intercompany Euro-denominated credit facility loans and intercompany loans which are designated as hedges of the net investment positions in foreign operations. Since hedge inception, the deferred loss recorded within the cumulative translation adjustment component of AOCI in the condensed consolidated balance sheets and the consolidated statements of comprehensive income is ~~$137~~$153 million (deferred ~~gain~~loss of ~~$75~~$16 million recorded during the ~~three~~quarter and a deferred gain of $58 million recorded for the six months ended ~~March 31,~~June 30, 2021).

As of ~~March 31,~~June 30, 2021, exchange rate movements relating to previously designated hedges that remain in AOCI is a gain of $73 million. These movements will remain in AOCI, 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 uses 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. These interest rate swaps effectively convert fixed-rate interest exposures to variable rates; fair value adjustments are 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. The notional value of outstanding interest rate swaps of Linde with maturity dates from ~~2021~~2022 through 2028 was ~~$1,859~~$1,304 million at ~~March 31,~~June 30, 2021 and $1,923 million at December 31, 2020 ~~(see~~(See Note ~~4 for further information)~~4).

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Terminated Treasury Rate Locks

The unrecognized aggregated losses related to terminated treasury rate lock contracts on the underlying $500 million 2.20% fixed-rate notes that mature in 2022 at ~~March 31,~~June 30, 2021 and December 31, 2020 were immaterial in both periods. The unrecognized gains / (losses) for the treasury rate locks are shown in AOCI and are being recognized on a straight line basis to interest expense – net over the term of the underlying debt agreements.

Derivatives' Impact on Consolidated Statements of Income

The following table summarizes the impact of the company’s derivatives on the consolidated statements of income:


		Amount of Pre-Tax Gain (Loss) Recognized in Earnings *				Amount of Pre-Tax Gain (Loss) Recognized in Earnings *
		Quarter Ended March 31,					Quarter Ended June 30,				Six Months Ended June 30,
(Millions of dollars)	(Millions of dollars)	2021		2020				(Millions of dollars)	2021		2020		2021		2020
Derivatives Not Designated as Hedging Instruments	Derivatives Not Designated as Hedging Instruments							Derivatives Not Designated as Hedging Instruments
Currency contracts:	Currency contracts:							Currency contracts:
Balance sheet items	Balance sheet items							Balance sheet items
Debt-related	Debt-related	$	19	$	(5)			Debt-related	$	10	$	37	$	29	$	32
Other balance sheet items	Other balance sheet items	4		(41)				Other balance sheet items	3		(29)		7		(70)

Total	Total	$	23	$	(46)			Total	$	13	$	8	$	36	$	(38)

* 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 items are recorded in the consolidated statements of income as interest expense-net. Other balance sheet items and anticipated net income gains (losses) are generally recorded in the consolidated statements of income as other income (expenses)-net.

The amounts of gain or loss recognized in AOCI and reclassified to the consolidated statement of income was immaterial for the ~~three~~quarter and six months ended ~~March 31, 2021.~~June 30, 2021 and 2020, respectively. Net losses expected to be reclassified to earnings during the next twelve months are also not material.

6. 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													Fair Value Measurements Using
		Level 1				Level 2				Level 3					Level 1				Level 2				Level 3
(Millions of dollars)	(Millions of dollars)	March 31, 2021		December 31, 2020		March 31, 2021		December 31, 2020		March 31, 2021		December 31, 2020		(Millions of dollars)	June 30, 2021		December 31, 2020		June 30, 2021		December 31, 2020		June 30, 2021		December 31, 2020
Assets	Assets													Assets
Derivative assets	Derivative assets	$	0	$	0	$	141	$	200	$	0	$	0	Derivative assets	$	0	$	0	$	142	$	200	$	0	$	0
Investments and securities*	Investments and securities*	20		21		0		0		45		47		Investments and securities*	19		21		0		0		46		47
Total	Total	$	20	$	21	$	141	$	200	45		$	47	Total	$	19	$	21	$	142	$	200	46		$	47

Liabilities	Liabilities													Liabilities
Derivative liabilities	Derivative liabilities	$	0	$	0	$	53	$	81	$	0	$	0	Derivative liabilities	$	0	$	0	$	39	$	81	$	0	$	0

* Investments and securities are recorded in prepaid and other current assets and other long-term assets in the company's condensed consolidated balance sheets.

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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

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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 within the Americas. 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.

~~The below summarizes the changes~~Changes in level 3 investments and securities ~~for the three months ended March 31, 2021. Gains (losses) recognized in earnings are recorded to interest expense - net in the company's consolidated statements of income.~~

The level 3 investments and securities as of December 31, 2020 was $47 million. During the quarter period the balance decreased $2 million related to foreign currency movements. The balance as of March 31, 2021 was $45 million.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 either Level 1 or Level 2 of the fair value hierarchy depending on the trading volume of the issues and whether or not they are actively quoted in the market as opposed to traded through over-the-counter transactions. At ~~March 31,~~June 30, 2021, the estimated fair value of Linde’s long-term debt portfolio was ~~$12,746~~$12,160 million versus a carrying value of ~~$12,474~~$11,811 million. At December 31, 2020, the estimated fair value of Linde’s long-term debt portfolio was $13,611 million versus a carrying value of $12,903 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.

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7. Earnings Per Share – Linde plc Shareholders

Basic and diluted earnings per share is computed by dividing Income from continuing operations, Income from discontinued operations and 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,				Quarter Ended June 30,				Six Months Ended June 30,
		2021		2020				2021		2020		2021		2020
Numerator (Millions of dollars)	Numerator (Millions of dollars)						Numerator (Millions of dollars)
Income from continuing operations	Income from continuing operations	$	979	$	571		Income from continuing operations	$	840	$	458	$	1,819	$	1,029
Income from discontinued operations	Income from discontinued operations	1		2			Income from discontinued operations	1		0		2		2
Net Income – Linde plc	Net Income – Linde plc	$	980	$	573		Net Income – Linde plc	$	841	$	458	$	1,821	$	1,031
Denominator (Thousands of shares)	Denominator (Thousands of shares)						Denominator (Thousands of shares)
Weighted average shares outstanding	Weighted average shares outstanding	522,103		530,952			Weighted average shares outstanding	518,552		525,238		520,314		528,118
Shares earned and issuable under compensation plans	Shares earned and issuable under compensation plans	356		263			Shares earned and issuable under compensation plans	398		272		377		267
Weighted average shares used in basic earnings per share	Weighted average shares used in basic earnings per share	522,459		531,215			Weighted average shares used in basic earnings per share	518,950		525,510		520,691		528,385
Effect of dilutive securities	Effect of dilutive securities						Effect of dilutive securities
Stock options and awards	Stock options and awards	4,468		3,741			Stock options and awards	4,773		3,544		4,689		3,727
Weighted average shares used in diluted earnings per share	Weighted average shares used in diluted earnings per share	526,927		534,956			Weighted average shares used in diluted earnings per share	523,723		529,054		525,380		532,112
Basic earnings per share from continuing operations	Basic earnings per share from continuing operations	$	1.87	$	1.07		Basic earnings per share from continuing operations	$	1.62	$	0.87	$	3.49	$	1.95
Basic earnings per share from discontinued operations	Basic earnings per share from discontinued operations	0		0			Basic earnings per share from discontinued operations	0		0		0		0
Basic Earnings Per Share	Basic Earnings Per Share	$	1.87	$	1.07		Basic Earnings Per Share	$	1.62	$	0.87	$	3.49	$	1.95
Diluted earnings per share from continuing operations	Diluted earnings per share from continuing operations	$	1.86	$	1.07		Diluted earnings per share from continuing operations	$	1.60	$	0.87	$	3.46	$	1.93
Diluted earnings per share from discontinued operations	Diluted earnings per share from discontinued operations	0		0			Diluted earnings per share from discontinued operations	0		0		0		0
Diluted Earnings Per Share	Diluted Earnings Per Share	$	1.86	$	1.07		Diluted Earnings Per Share	$	1.60	$	0.87	$	3.46	$	1.93

There were 0 antidilutive shares for any period presented.

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8. Retirement Programs

The components of net pension and postretirement benefits other than pensions (“OPEB”) costs for the ~~quarters~~quarter and six months ended ~~March 31,~~June 30, 2021 and 2020 are shown below:

Quarter Ended March 31,
Pensions OPEB
(Millions of dollars) 2021 2020 2021 2020
Amount recognized in Operating Profit
Service cost $ 40 $ 37 $ 0 $ 1
Amount recognized in Net pension and OPEB cost (benefit), excluding service cost
Interest cost 38 52 1 1
Expected return on plan assets (131) (120) 0 0
Net amortization and deferral 44 23 (1) (1)
(49) (45) 0 0
Net periodic benefit cost (benefit) $ (9) $ (8) $ 0 $ 1


	Quarter Ended June 30,								Six Months Ended June 30,
	Pensions				OPEB				Pensions				OPEB
(Millions of dollars)	2021		2020		2021		2020		2021		2020		2021		2020
Amount recognized in Operating Profit
Service cost	$	38	$	36	$	1	$	0	$	78	$	73	$	1	$	1
Amount recognized in Net pension and OPEB cost (benefit), excluding service cost
Interest cost	38		50		—		2		76		102		1		3
Expected return on plan assets	(131)		(118)		0		0		(262)		(238)		0		0
Net amortization and deferral	45		22		(1)		(1)		89		45		(2)		(2)


	(48)		(46)		(1)		1		(97)		(91)		(1)		1


Net periodic benefit cost (benefit)	$	(10)	$	(10)	$	0	$	1	$	(19)	$	(18)	$	0	$	2

Linde estimates that 2021 required contributions to its pension plans will be in the range of ~~$70~~$50 million to ~~$80~~$60 million, of which ~~$12~~$28 million have been made through ~~March 31,~~June 30, 2021.

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9. 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 (see Note 17 to the consolidated financial statements of Linde's 2020 Annual Report on Form 10-K).

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.

•At ~~March 31,~~June 30, 2021 the most significant non-income and income tax claims in Brazil, after enrollment in the Refis Program, relate to state VAT tax matters and a federal income tax matter where the taxing authorities are challenging the tax rate that should be applied to income generated by a subsidiary company. The total estimated exposure relating to such claims, including interest and penalties, as appropriate, is approximately ~~$190~~$220 million. Linde has not recorded any liabilities related to such claims based on management judgments, after considering judgments and opinions of outside counsel. Because litigation in Brazil historically takes many years to resolve, it is very difficult to estimate the timing of resolution of these matters; however, it is possible that certain of these matters may be resolved within the near term. The company is vigorously defending against the proceedings.

•On September 1, 2010, CADE (Brazilian Administrative Council for Economic Defense) announced alleged anticompetitive activity on the part of 5 industrial gas companies in Brazil and imposed fines. Originally, CADE imposed a civil fine of R$2.2 billion Brazilian reais ($~~386~~440 million) on White Martins, the Brazil-based subsidiary of Praxair, Inc. The fine was reduced to R$1.7 billion Brazilian reais ($~~298~~340 million) due to a calculation error made by CADE. The fine against White Martins was overturned by the Ninth Federal Court of Brasilia. CADE appealed this

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decision, and the Federal Court of Appeals rejected CADE's appeal and confirmed the decision of the Ninth Federal Court of Brasilia. CADE has filed an appeal with the Superior Court of Justice and a decision is pending.

Similarly, on September 1, 2010, CADE imposed a civil fine of R$237 million Brazilian reais ($4247 million) on Linde Gases Ltda., the former Brazil-based subsidiary of Linde AG, which was divested to MG Industries GmbH on March 1, 2019 and with respect to which Linde provided a contractual indemnity. The fine was reduced to R$188 million Brazilian reais ($3338 million) due to a calculation error made by CADE. The fine against Linde Gases Ltda. was overturned by the Seventh Federal Court in Brasilia. CADE appealed this decision, and the Federal Court of Appeals rejected CADE's appeal and confirmed the decision of the Seventh Federal Court of Brasilia. CADE filed an appeal with the Superior Court of Justice, and a final decision is pending.

Linde has strong defenses and is confident that it will prevail on appeal and have the fines overturned. Linde strongly believes that the allegations of anticompetitive activity against our current and former Brazilian subsidiaries are not supported by valid and sufficient evidence. Linde believes that this decision will not stand up to judicial review and deems the possibility of cash outflows to be extremely unlikely. As a result, no reserves have been recorded as management does not believe that a loss from this case is probable.

•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. The company believes the consideration paid was fair and that the claims lack merit, and no reserve has been established. We cannot estimate the timing of resolution.

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10. Segments

For a description of Linde plc's operating segments, refer to Note 18 to the consolidated financial statements on Linde plc's 2020 Annual Report on Form 10-K.

The table below presents sales and operating profit information about reportable segments and Other for the quarters and six months ended ~~March 31,~~June 30, 2021 and 2020.


		Quarter Ended March 31,				Quarter Ended June 30,				Six Months Ended June 30,
(Millions of dollars)	(Millions of dollars)	2021		2020			(Millions of dollars)	2021		2020		2021		2020
SALES(a)	SALES(a)						SALES(a)
Americas	Americas	$	2,840	$	2,677		Americas	$	3,020	$	2,417	$	5,860	$	5,094
EMEA	EMEA	1,799		1,633			EMEA	1,875		1,448		3,674		3,081
APAC	APAC	1,436		1,336			APAC	1,544		1,295		2,980		2,631
Engineering	Engineering	674		608			Engineering	646		810		1,320		1,418
Other	Other	494		485			Other	499		407		993		892

Total sales	Total sales	$	7,243	$	6,739		Total sales	$	7,584	$	6,377	$	14,827	$	13,116


		Quarter Ended March 31,				Quarter Ended June 30,				Six Months Ended June 30,
(Millions of dollars)	(Millions of dollars)	2021		2020			(Millions of dollars)	2021		2020		2021		2020
SEGMENT OPERATING PROFIT	SEGMENT OPERATING PROFIT						SEGMENT OPERATING PROFIT
Americas	Americas	$	795	$	661		Americas	$	871	$	622	$	1,666	$	1,283
EMEA	EMEA	451		355			EMEA	487		303		938		658
APAC	APAC	351		281			APAC	389		294		740		575
Engineering	Engineering	109		91			Engineering	108		138		217		229
Other	Other	(18)		(36)			Other	(18)		(40)		(36)		(76)
Segment operating profit	Segment operating profit	1,688		1,352			Segment operating profit	1,837		1,317		3,525		2,669
Cost reduction programs and other charges (Note 2)	Cost reduction programs and other charges (Note 2)	8		(131)			Cost reduction programs and other charges (Note 2)	(204)		(249)		(196)		(380)

Purchase accounting impacts - Linde AG	Purchase accounting impacts - Linde AG	(483)		(488)			Purchase accounting impacts - Linde AG	(491)		(477)		(974)		(965)
Total operating profit	Total operating profit	$	1,213	$	733		Total operating profit	$	1,142	$	591	$	2,355	$	1,324

(a)Sales reflect external sales only. Intersegment sales, primarily from Engineering to the industrial gases segments, were not material.

1921

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11. Equity

Equity

A summary of the changes in total equity for the ~~quarters~~quarter and six months ended ~~March 31,~~June 30, 2021 and 2020 is provided below:


		Quarter Ended March 31,													Quarter Ended June 30,
(Millions of dollars)	(Millions of dollars)	2021						2020						(Millions of dollars)	2021						2020
Activity	Activity	Linde plc Shareholders’ Equity		Noncontrolling Interests		Total Equity		Linde plc Shareholders’ Equity		Noncontrolling Interests		Total Equity		Activity	Linde plc Shareholders’ Equity		Noncontrolling Interests		Total Equity		Linde plc Shareholders’ Equity		Noncontrolling Interests		Total Equity
Balance, beginning of period	Balance, beginning of period	$	47,317	$	2,252	$	49,569	$	49,074	$	2,448	$	51,522	Balance, beginning of period	$	46,210	$	1,410	$	47,620	$	44,776	$	2,375	$	47,151
Net income (a)	Net income (a)	980		38		1,018		573		35		608		Net income (a)	841		36		877		458		25		483
Other comprehensive income (loss)	Other comprehensive income (loss)	(655)		(6)		(661)		(2,574)		(106)		(2,680)		Other comprehensive income (loss)	437		9		446		767		18		785
Noncontrolling interests:	Noncontrolling interests:													Noncontrolling interests:
Additions (reductions) ~~(b)~~	Additions (reductions) ~~(b)~~	0		(853)		(853)		0		2		2		Additions (reductions) ~~(b)~~	0		7		7		0		13		13
Dividends and other capital changes	Dividends and other capital changes	0		(21)		(21)		0		(4)		(4)		Dividends and other capital changes	0		(24)		(24)		0		(44)		(44)

Dividends to Linde plc ordinary share holders ($1.060 per share in 2021 and $0.963 per share in 2020)	Dividends to Linde plc ordinary share holders ($1.060 per share in 2021 and $0.963 per share in 2020)	(553)		0		(553)		(511)		0		(511)		Dividends to Linde plc ordinary share holders ($1.060 per share in 2021 and $0.963 per share in 2020)	(549)		0		(549)		(506)		0		(506)
Issuances of ordinary shares:	Issuances of ordinary shares:													Issuances of ordinary shares:

For employee savings and incentive plans	For employee savings and incentive plans	(2)		0		(2)		(18)		0		(18)		For employee savings and incentive plans	(9)		0		(9)		10		0		10

Purchases of ordinary shares	Purchases of ordinary shares	(906)		0		(906)		(1,811)		0		(1,811)		Purchases of ordinary shares	(1,187)		0		(1,187)		0		0		0

Share-based compensation	Share-based compensation	29		0		29		43		0		43		Share-based compensation	34		0		34		32		0		32
Balance, end of period	Balance, end of period	$	46,210	$	1,410	$	47,620	$	44,776	$	2,375	$	47,151	Balance, end of period	$	45,777	$	1,438	$	47,215	$	45,537	$	2,387	$	47,924


	Six Months Ended June 30,
(Millions of dollars)	2021						2020
Activity	Linde plc Shareholders’ Equity		Noncontrolling Interests		Total Equity		Linde plc Shareholders’ Equity		Noncontrolling Interests (a)		Total Equity
Balance, beginning of period	$	47,317	$	2,252	$	49,569	$	49,074	$	2,448	$	51,522
Net income (a)	1,821		74		1,895		1,031		60		1,091
Other comprehensive income (loss)	(218)		3		(215)		(1,807)		(88)		(1,895)
Noncontrolling interests:
Additions (reductions) (b)	0		(846)		(846)		0		15		15
Dividends and other capital changes	0		(45)		(45)		0		(48)		(48)

Dividends to Linde plc ordinary share holders ($2.120 per share in 2021 and $1.926 per share in 2020)	(1,102)		0		(1,102)		(1,017)		0		(1,017)
Issuances of ordinary shares:

For employee savings and incentive plans	(11)		0		(11)		(8)		0		(8)

Purchases of ordinary shares	(2,093)		0		(2,093)		(1,811)		0		(1,811)

Share-based compensation	63		0		63		75		0		75
Balance, end of period	$	45,777	$	1,438	$	47,215	$	45,537	$	2,387	$	47,924

(a) Net income for noncontrolling interests excludes net income related to redeemable noncontrolling interests which is not significant for ~~both~~quarters and the ~~three~~six months ended ~~March 31,~~June 30, 2021 and ~~2020which~~2020 and which is not part of total equity.

(b) Additions (reductions) for noncontrolling interests as of the ~~three months~~six month period ended ~~March 31,~~June 30, 2021, includes the impact from the deconsolidation of a joint venture with operations in APAC (see Note 13).

~~The components of AOCI are as follows:~~

March 31, December 31,
(Millions of dollars) 2021 2020
Cumulative translation adjustment - net of taxes:
Americas $ (3,938) $ (3,788)
EMEA 620 1,020
APAC 327 616
Engineering 164 354
Other (700) (1,020)
(3,527) (2,818)
Derivatives - net of taxes 18 4
Pension / OPEB (net of $537 million and $560 million tax benefit in March 31, 2021 and December 31, 2020, respectively) (1,836) (1,876)
$ (5,345) $ (4,690)

2022

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The components of AOCI are as follows:


	June 30,		December 31,
(Millions of dollars)	2021		2020
Cumulative translation adjustment - net of taxes:
Americas	$	(3,729)	$	(3,788)
EMEA	912		1,020
APAC	330		616
Engineering	215		354
Other	(854)		(1,020)
	(3,126)		(2,818)
Derivatives - net of taxes	31		4

Pension / OPEB (net of $535 million and $560 million tax benefit in June 30, 2021 and December 31, 2020, respectively)	(1,813)		(1,876)
	$	(4,908)	$	(4,690)

12. 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, petroleum refining, energy, manufacturing, food, beverage carbonation, fiber-optics, steel making, aerospace, chemicals and water treatment.

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 (carbon dioxide, helium, hydrogen, 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.

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

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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 three-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. Any variable components of consideration within merchant contracts are constrained however this consideration is not significant.

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 one 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

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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. Any variable consideration is constrained and will be recognized when the uncertainty related to the consideration is resolved.

Linde 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. Contract modifications are typically accounted for as part of the existing contract and are recognized as a cumulative adjustment 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 ~~$137~~$173 million and $162 million at ~~March 31,~~June 30, 2021 and December 31, 2020, respectively. Total contract liabilities are ~~$2,511~~$2,477 million at ~~March 31,~~June 30, 2021 (current of ~~$1,863~~$1,787 million and ~~$648~~$690 million within other long-term liabilities in the condensed consolidated balance sheets). Total contract liabilities were $2,301 million at December 31, 2020 (current contract liabilities of $1,769 million and $532 million in other long-term liabilities in the condensed consolidated balance sheets). Revenue recognized for the ~~three~~six months ended ~~March 31,~~June 30, 2021 that was included in the contract liability at December 31, 2020 was ~~$446~~$791 million. Contract assets and liabilities primarily relate to the Linde Engineering business.

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 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.

Disaggregated Revenue Information

As described above and in Note 18 to Linde's 2020 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,

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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~~quarter and six months ended ~~March 31,~~June 30, 2021 and ~~March 31,~~June 30, 2020.


(Millions of dollars)	(Millions of dollars)	Quarter Ended March 31, 2021														(Millions of dollars)	Quarter Ended June 30, 2021
Sales	Sales	Americas		EMEA		APAC		Engineering		Other		Total		%		Sales	Americas		EMEA		APAC		Engineering		Other		Total		%

Merchant	Merchant	$	771	$	531	$	484	$	0	$	53	$	1,839	25	%	Merchant	$	821	$	556	$	551	$	0	$	43	$	1,971	26	%
On-Site	On-Site	689		392		553		0		0		1,634		23	%	On-Site	774		396		582		0		0		1,752		23	%
Packaged Gas	Packaged Gas	1,332		861		361		0		6		2,560		35	%	Packaged Gas	1,369		912		392		0		6		2,679		35	%
Other	Other	48		15		38		674		435		1,210		17	%	Other	56		11		19		646		450		1,182		16	%
Total	Total	$	2,840	$	1,799	$	1,436	$	674	$	494	$	7,243	100	%	Total	$	3,020	$	1,875	$	1,544	$	646	$	499	$	7,584	100	%

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(Millions of dollars)	Quarter Ended June 30, 2020
Sales	Americas		EMEA		APAC		Engineering		Other		Total		%

Merchant	$	634	$	415	$	459	$	0	$	29	$	1,537	24	%
On-Site	559		304		466		0		0		1,329		21	%
Packaged Gas	1,210		719		362		0		6		2,297		36	%
Other	14		10		8		810		372		1,214		19	%
Total	$	2,417	$	1,448	$	1,295	$	810	$	407	$	6,377	100	%

(Millions of dollars) Quarter Ended March 31, 2020
Sales Americas EMEA APAC Engineering Other Total %
Merchant $ 726 $ 470 $ 459 $ 0 $ 47 $ 1,702 25 %
On-Site 650 343 492 0 0 1,485 22 %
Packaged Gas 1,275 811 360 0 5 2,451 36 %
Other 26 9 25 608 433 1,101 17 %
Total $ 2,677 $ 1,633 $ 1,336 $ 608 $ 485 $ 6,739 100 %


(Millions of dollars)	Six Months Ended June 30, 2021
Sales	Americas		EMEA		APAC		Engineering		Other (a)		Total		%

Merchant	$	1,592	$	1,087	$	1,035	$	0	$	95	$	3,809	26	%
On-Site	1,463		788		1,134		0		0		3,385		23	%
Packaged Gas	2,701		1,772		753		0		12		5,238		35	%
Other	104		27		58		1,320		886		2,395		16	%
Total	$	5,860	$	3,674	$	2,980	$	1,320	$	993	$	14,827	100	%

(Millions of dollars)	Six Months Ended June 30, 2020
Sales	Americas		EMEA		APAC		Engineering		Other (a)		Total		%

Merchant	$	1,360	$	885	$	918	$	0	$	76	$	3,239	25	%
On-Site	1,209		647		958		0		0		2,814		21	%
Packaged Gas	2,485		1,530		722		0		11		4,748		36	%
Other	40		19		33		1,418		805		2,315		18	%
Total	$	5,094	$	3,081	$	2,631	$	1,418	$	892	$	13,116	100	%

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. The company estimates the consideration related to minimum purchase requirements is approximately ~~$45~~$46 billion. This amount excludes all 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 twenty years. The company estimates that approximately half of the revenue related to minimum purchase requirements will be earned in the next five years and the remaining thereafter.

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13. Divestitures

Effective January 1, 2021, Linde deconsolidated a joint venture with operations in APAC, due to the expiration of certain contractual rights that the parties mutually agreed not to renew. From the effective date, the joint venture is reflected as an equity investment on Linde's consolidated balance sheet with the corresponding results reflected in income from equity investments on the consolidated statement of income.

The fair value of the joint venture at January 1, 2021 was determined using a discounted cash flow model and approximated the carrying amount of its net assets. The net carrying value of $852 million was mainly comprised of assets of approximately $1.9 billion (primarily Other intangibles and Property plant and equipment - net), net of liabilities of approximately $1.0 billion. Upon deconsolidation an equity investment was recorded representing Linde's share of the joint venture's net assets. The deconsolidation resulted in a gain of $52 million recorded within cost reduction programs and other charges (see Note 2) related to the release of the CTA balance recorded within AOCI. The company did not receive any consideration, cash or otherwise, as part of the deconsolidation.

The joint venture contributed sales of approximately $600 million in 2020. Future earnings per share will not be affected as the ownership percent remains the same.

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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 from continuing operations exclusive of certain items such as cost reduction programs and other charges, net gains on sale of businesses, 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 from continuing operations, 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."

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Consolidated Results

The following table provides summary information for the ~~three~~quarters and six months ended ~~March 31,~~June 30, 2021 and 2020. The reported amounts are GAAP amounts from the Consolidated Statements 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,								Quarter Ended June 30,					Six Months Ended June 30,
(Millions of dollars, except per share data)	(Millions of dollars, except per share data)	2021			2020			Variance			(Millions of dollars, except per share data)	2021			2020			Variance		2021			2020			Variance
Sales	Sales	$	7,243		$	6,739		7	%		Sales	$	7,584		$	6,377		19	%	$	14,827		$	13,116		13	%
Cost of sales, exclusive of depreciation and amortization	Cost of sales, exclusive of depreciation and amortization	$	4,054		$	3,843		5	%		Cost of sales, exclusive of depreciation and amortization	$	4,194		$	3,619		16	%	$	8,248		$	7,462		11	%
As a percent of sales	As a percent of sales	56.0		%	57.0		%				As a percent of sales	55.3		%	56.8		%			55.6		%	56.9		%
Selling, general and administrative	Selling, general and administrative	$	787		$	861		(9)	%		Selling, general and administrative	$	822		$	760		8	%	$	1,609		$	1,621		(1)	%
As a percent of sales	As a percent of sales	10.9		%	12.8		%				As a percent of sales	10.8		%	11.9		%			10.9		%	12.4		%
Depreciation and amortization	Depreciation and amortization	$	1,166		$	1,142		2	%		Depreciation and amortization	$	1,171		$	1,124		4	%	$	2,337		$	2,266		3	%
Cost reduction programs and other charges (b)	Cost reduction programs and other charges (b)	$	(8)		$	131		(106)	%		Cost reduction programs and other charges (b)	$	204		$	249		(18)	%	$	196		$	380		(48)	%

Other income (expense) - net	Other income (expense) - net	$	4		$	15		(73)	%		Other income (expense) - net	$	(17)		$	—		(100%)		$	(13)		$	15		(187)	%
Operating profit	Operating profit	$	1,213		$	733		65	%		Operating profit	$	1,142		$	591		93	%	$	2,355		$	1,324		78	%
Operating margin	Operating margin	16.7		%	10.9		%				Operating margin	15.1		%	9.3		%			15.9		%	10.1		%
Interest expense - net	Interest expense - net	$	20		$	24		(17)	%		Interest expense - net	$	18		$	18		—	%	$	38		$	42		(10)	%
Net pension and OPEB cost (benefit), excluding service cost	Net pension and OPEB cost (benefit), excluding service cost	$	(49)		$	(45)		9	%		Net pension and OPEB cost (benefit), excluding service cost	$	(49)		$	(45)		9	%	$	(98)		$	(90)		9	%
Effective tax rate	Effective tax rate	21.6		%	21.9		%				Effective tax rate	28.5		%	26.5		%			24.9		%	24.0		%
Income from equity investments	Income from equity investments	$	43		$	17		153	%		Income from equity investments	$	37		$	29		28	%	$	80		$	46		74	%
Noncontrolling interests from continuing operations	Noncontrolling interests from continuing operations	$	(38)		$	(35)		9	%		Noncontrolling interests from continuing operations	$	(36)		$	(25)		44	%	$	(74)		$	(60)		23	%
Income from continuing operations	Income from continuing operations	$	979		$	571		71	%		Income from continuing operations	$	840		$	458		83	%	$	1,819		$	1,029		77	%
Diluted earnings per share from continuing operations	Diluted earnings per share from continuing operations	$	1.86		$	1.07		74	%		Diluted earnings per share from continuing operations	$	1.60		$	0.87		84	%	$	3.46		$	1.93		79	%
Diluted shares outstanding	Diluted shares outstanding	526,927			534,956			(2)	%		Diluted shares outstanding	523,723			529,054			(1)	%	525,380			532,112			(1)	%
Number of employees	Number of employees	71,699			79,008			(9)	%		Number of employees	71,736			76,662			(6)	%	71,736			76,662			(6)	%
Adjusted Amounts (a)	Adjusted Amounts (a)										Adjusted Amounts (a)
Operating profit	Operating profit	$	1,688		$	1,352		25	%		Operating profit	$	1,837		$	1,317		39	%	$	3,525		$	2,669		32	%
Operating margin	Operating margin	23.3		%	20.1		%				Operating margin	24.2		%	20.7		%			23.8		%	20.3		%
Effective tax rate	Effective tax rate	23.9		%	23.9		%				Effective tax rate	24.6		%	24.3		%			24.3		%	24.1		%
Income from continuing operations	Income from continuing operations	$	1,312		$	1,009		30	%		Income from continuing operations	$	1,415		$	1,005		41	%	$	2,727		$	2,014		35	%
Diluted earnings per share from continuing operations	Diluted earnings per share from continuing operations	$	2.49		$	1.89		32	%		Diluted earnings per share from continuing operations	$	2.70		$	1.90		42	%	$	5.19		$	3.78		37	%
Other Financial Data (a)	Other Financial Data (a)										Other Financial Data (a)
EBITDA from continuing operations	EBITDA from continuing operations	$	2,422		$	1,892		28	%		EBITDA from continuing operations	$	2,350		$	1,744		35	%	$	4,772		$	3,636		31	%
As percent of sales	As percent of sales	33.4		%	28.1		%				As percent of sales	31.0		%	27.3		%			32.2		%	27.7		%
Adjusted EBITDA from continuing operations	Adjusted EBITDA from continuing operations	$	2,438		$	2,049		19	%		Adjusted EBITDA from continuing operations	$	2,585		$	2,016		28	%	$	5,023		$	4,065		24	%
As percent of sales	As percent of sales	33.7		%	30.4		%				As percent of sales	34.1		%	31.6		%			33.9		%	31.0		%

(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" sections of this MD&A.

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(b) See Note 2 to the condensed consolidated financial statements.

Reported

In the ~~first~~second quarter of 2021, Linde's sales were ~~$7,243~~$7,584 million, 7%19% above prior year, primarily driven by 2%3% price attainment and 3%15% higher volumes. Currency translation increased sales by 4%6% in the ~~first~~second quarter of 2021 as compared to 2020.

Reported operating profit for the ~~first~~second quarter of 2021 of ~~$1,213~~$1,142 million, or ~~16.7%~~15.1% of sales, was ~~65%~~93% above prior year. The reported year-over-year increase was primarily due to higher price and volumes and lower cost reduction programs and other charges. The reported effective tax rate ("ETR") was ~~21.6%~~28.5% in the ~~first~~second quarter 2021 versus ~~21.9%~~26.5% in the ~~first~~second quarter 2020. Diluted earnings per share from continuing operations ("EPS") was ~~$1.86,~~$1.60, or ~~74%~~84% above EPS of ~~$1.07~~$0.87 in the ~~first~~second quarter of 2020 primarily due to higher income from continuing operations and lower diluted shares outstanding.

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Adjusted

In the ~~first~~second quarter of 2021, adjusted operating profit of ~~$1,688~~$1,837 million, or ~~23.3%~~24.2% of sales, was ~~25%~~39% higher as compared to 2020 driven by higher price and volumes and continued productivity initiatives across all segments. The adjusted ETR was ~~23.9%~~24.6% in the ~~first~~second quarter 2021 ~~flat~~ versus 24.3% in the 2020 quarter. On an adjusted basis, EPS was ~~$2.49, 32%~~$2.70, 42% above the 2020 adjusted EPS of ~~$1.89,~~$1.90, driven by higher adjusted income from continuing operations 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, 2021 vs. 2020~~
	~~% Change~~

~~Factors Contributing to Changes - Sales~~
~~Volume~~	3	%
~~Price/Mix~~	2	%
~~Cost pass-through~~	1	%
~~Currency~~	4	%
~~Acquisitions/divestitures~~	~~(3)~~	%
~~Engineering~~	—	%
	7	%


	Quarter Ended June 30, 2021 vs. 2020		Six Months Ended June 30, 2021 vs. 2020
	% Change		% Change

Factors Contributing to Changes - Sales
Volume	15	%	9	%
Price/Mix	3	%	2	%
Cost pass-through	2	%	2	%
Currency	6	%	5	%
Acquisitions/divestitures	(3)	%	(3)	%
Engineering	(4)	%	(2)	%
	19	%	13	%

Sales

Sales increased ~~$504~~$1,207 million, or 7%19%, for the ~~first~~second quarter of 2021 and increased $1,711 million, or 13% for the six months ended June 30, 2021 versus the respective 2020 ~~period.~~periods. Volume growth across all end markets and project start-ups increased sales by 3%15% in the quarter ~~primarily driven by healthcare, electronics~~ and ~~a recovery in the cyclical end markets of manufacturing, metals, chemicals and refining.~~9% year-to-date. Higher pricing across all geographic segments contributed 2%3% to sales in the ~~quarter.~~quarter and 2% in the year-to-date period. Currency translation increased sales by 4%6% in the quarter and 5% in the year-to-date period, largely in EMEA and APAC, driven by the strengthening of the Euro, Australian dollar, Chinese yuan and British pound against the U.S. dollar. Cost pass-through increased sales by 1%2% in ~~the quarter~~both periods with minimal impact on operating profit. The deconsolidation of a joint venture with operations in APAC decreased sales by 3% in the quarter and year-to-date periods (see Note 13 to the condensed consolidated financial statements).

Cost of sales, exclusive of depreciation and amortization

Cost of sales, exclusive of depreciation and amortization increased ~~$211~~$575 million, or 5%16%, for the ~~first~~second quarter of 2021 and increased $786 million, or 11% for the six months ended June 30, 2021 primarily due to higher volumes and currency impacts, partially offset by productivity initiatives. Cost of sales, exclusive of depreciation and amortization was ~~56.0%~~55.3% and 55.6% of sales, respectively, for the ~~first~~second quarter ofand six months ended June 30, 2021 versus ~~57.0%~~56.8% and 56.9% of sales for the respective 2020 ~~period.~~periods. The decrease as a percentage of sales in the quarter and for the six months ended June 30, 2021 was due primarily to ~~cost reduction and~~ productivity initiatives.

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Selling, general and administrative expenses

Selling, general and administrative expense ("SG&A") ~~decreased $74~~increased $62 million, or 9%8%, for the ~~first~~second quarter of 2021 and decreased $12 million, or 1%, for the six months ended June 30, 2021. SG&A was ~~10.9%~~10.8% of ~~first~~second quarter sales and 10.9% sales for the six months ended June 30, 2021 versus ~~12.8%~~11.9% and 12.4% for the respective 2020 ~~period.~~periods. Currency impacts increased SG&A by approximately ~~$25~~$36 million in the ~~quarter.~~quarter and increased SG&A by approximately $61 million for the six months ended June 30, 2021. Excluding currency impacts, underlying SG&A ~~decreased~~increased in the second quarter of 2021 driven by ~~lower~~higher incentive compensation and decreased for the six months ended June 30, 2021 due to continued ~~cost reduction and~~ productivity initiatives.

Depreciation and amortization

Reported depreciation and amortization expense increased ~~$24~~$47 million, or 2%4%, for the ~~first~~second quarter of 2021 and increased $71 million, or 3%, for the six months ended June 30, 2021 primarily due to currency translation impacts.

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On an adjusted basis depreciation and amortization increased ~~$22~~$36 million, or 3%5%, for the ~~first~~second quarter of 2021 and increased $58 million, or 4% for the year-to-date period, primarily due to currency translation impacts which increased depreciation and amortization by ~~$20 million.~~$34 million and $54 million, respectively. Excluding currency impacts, underlying depreciation was relatively flat as the impact of new project start ups was largely offset by the deconsolidation of a joint venture with operations in APAC (see Note 13 to the condensed consolidated financial statements).

Cost reduction programs and other charges

Cost reduction programs and other charges ~~was a benefit of $8~~were $204 million and ~~a charge of $131~~$249 million for the ~~first~~second quarter 2021 and 2020, respectively, primarily related to merger and synergy-related costs (see Note 2 to the condensed consolidated financial statements).

Cost reduction programs and other charges were $196 million and $380 million, respectively, for the six months ended June 30, 2021 and 2020.

On an adjusted basis, these costs have been excluded in both periods.

Operating profit

On a reported basis, operating profit increased ~~$480~~$551 million, or ~~65%~~93%, for the second quarter of 2021 and increased $1,031 million, or 78% for the six months ended June 30, 2021. The increase was primarily due to higher volumes and price, partially offset by the deconsolidation of a joint venture with operations in APAC. Cost reduction programs and other charges ~~was a benefit of $8~~were $204 million for the ~~first~~second quarter of 2021, versus ~~a charge of $131~~$249 million for the respective 2020 period. In the year-to-date periods cost reduction programs and other charges were $196 million and $380 million, respectively, for the six months ended June 30, 2021 and 2020.

On an adjusted basis, which excludes the impacts of purchase accounting and cost reduction programs and other charges, operating profit increased ~~$336~~$520 million, or ~~25%~~39% in the 2021 ~~quarter.~~quarter and increased $856 million, or 32%, for the six months ended June 30, 2021. Operating profit growth was driven by higher volume and price and the benefit of cost reduction programs and productivity initiatives, partially offset by the deconsolidation of a joint venture with operations in APAC. A discussion of operating profit by segment is included in the segment discussion that follows.

Interest expense - net

Reported interest expense - net was flat for the second quarter of 2021 and decreased $4 million for the ~~first quarter of~~six months ended June 30, 2021. On an adjusted basis interest expense decreased $8$7 million for the ~~first~~second quarter of 2021 and decreased $15 million for the six months ended June 30, 2021 versus the respective 2020 ~~period.~~

Onperiods. The decrease in both periods was driven by a ~~reported and adjusted basis, the~~lower effective borrowing rate. The year-to-date period decrease was also driven ~~primarily~~ by the impact of ~~unfavorable~~favorable foreign currency revaluation on an unhedged intercompany ~~loan in the prior year period.~~loan.

Net pension and OPEB cost (benefit), excluding service cost

Reported net pension and OPEB cost (benefit), excluding service cost was a benefit of $49 million and $98 million for the quarter and six months ended June 30, 2021, ~~quarter,~~respectively, versus a benefit of $45 million and $90 million for the respective 2020 ~~period.~~periods. The increase in benefit ~~of $4 million~~for both the quarter and year-to-date periods largely relates to a higher expected return on assets and lower interest costs ~~driven by the low discount rate environment~~partially offset by higher amortization of deferred losses.

Effective tax rate

The reported effective tax rate ("ETR") for the quarter and six months ended June 30, 2021 ~~quarter~~ was ~~21.6%~~28.5% and 24.9%, respectively, versus ~~21.9%~~26.5% and 24.0% for the respective 2020 ~~period.~~periods. The 2021 periods include net tax charges of $38 million primarily related to $81 million of expense due to a tax rate increase in the United Kingdom partially offset by a tax settlement benefit of $33 million (see Note 2 to the condensed consolidated financial statements).

On an adjusted basis, the ETR for the ~~first~~ quarter and six months ended June 30, 2021 was ~~23.9%~~24.6% and 24.3%, ~~flat with~~respectively, versus 24.3% and 24.1% for the respective 2020 ~~period.~~periods.

Income from equity investments

Reported income from equity investments for the ~~first~~second quarter of 2021 and six months ended June 30, 2021 was ~~$43~~$37 million and $80 million, respectively, versus ~~$17~~$29 million and $46 million for the respective 2020 ~~period.~~periods. On an adjusted basis, income from equity investments for the ~~first~~second quarter ofand six months ended June 30, 2021 was ~~$62~~$56 million and $118 million, respectively, versus ~~$31~~$43 million and $74 million, in the prior respective ~~period.~~periods. The increase in both the reported and adjusted income from equity investments for the quarter and year-to-date periods was driven by the deconsolidation of a joint venture with operations in APAC which is reflected in equity income effective January 1, 2021 ~~(see~~(See Note 13 to the condensed consolidated financial statements)~~, and~~. The year-to-date 2020 period also includes the impact of unfavorable foreign currency revaluation on an unhedged loan of an investment in ~~EMEA in the prior year period.~~EMEA.

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Noncontrolling interests from continuing operations

At ~~March 31,~~June 30, 2021, noncontrolling interests from continuing operations consisted primarily of non-controlling shareholders' investments in APAC (primarily China) and surface technologies.

~~Table of Contents~~

Reported noncontrolling interests from continuing operations increased $3$11 million for the ~~first~~second quarter of 2021 and increased $14 million for the six months ended June 30, 2021 versus the respective 2020 ~~period. Adjusted noncontrolling interests~~periods primarily driven by higher income from continuing operations, ~~decreased $7 million for the first quarter of 2021 versus the respective 2020 period, primarily driven~~partially offset by the deconsolidation of a joint venture with operations in APAC ~~(see~~(See Note 13 to the condensed consolidated financial statements) and the buyout of minority shareholders in the Republic of South Africa.

Adjusted noncontrolling interests from continuing operations decreased $1 million for the second quarter of 2021 and decreased $8 million for the six months ended June 30, 2021 versus the respective 2020 periods primarily driven by the deconsolidation of a joint venture with operations in APAC (See Note 13 to the condensed consolidated financial statements) and the buyout of minority shareholders in the Republic of South Africa, which more than offset the increase from higher income from continuing operations.

Income from continuing operations

Reported income from continuing operations increased ~~$408~~$382 million, or ~~71%~~83%, for the ~~first~~second quarter of 2021 primarily due to higher operating profit and increased $790 million, or 77%, for the six months ended June 30, 2021 versus the respective 2020 ~~period.~~periods, primarily due to higher overall operating profit.

On an adjusted basis, which excludes the impacts of purchase accounting and other non-GAAP adjustments, income from continuing operations increased ~~$303~~$410 million, or ~~30%~~41%, for the quarter and increased $713 million, or 35% for the six months ended June 30, 2021 versus the respective 2020 ~~period.~~periods. The increase in the quarter and year-to-date periods was driven by higher overall adjusted operating profit.

Diluted earnings per share from continuing operations

Reported diluted ~~EPS~~earnings per share from continuing operations increased ~~$0.79,~~$0.73, or ~~74%~~84%, for the second quarter of 2021 and increased $1.53, or 79% for the six months ended June 30, 2021 versus the comparable 2020 ~~period.~~ periods.

On an adjusted basis, diluted EPS ~~of $2.49~~ for the ~~first~~second quarter of 2021 increased ~~$0.60,~~$0.80, or ~~32%~~42%, and increased $1.41, or 37% for the six months ended June 30, 2021 versus the respective 2020 ~~period. The increase in both reported and adjusted diluted EPS is driven by~~periods, primarily due to higher income from continuing operations and lower diluted shares outstanding.

Employees

The number of employees at ~~March 31,~~June 30, 2021 was ~~71,699,~~71,736, a decrease of ~~7,309~~4,926 employees from ~~March 31,~~June 30, 2020 primarily driven by cost reduction actions and divestitures.

Other Financial Data

EBITDA ~~from continuing operations~~ was ~~$2,422~~$2,350 million for the ~~first~~second quarter of 2021 as compared to ~~$1,892~~$1,744 million in the respective 2020 period. EBITDA increased to $4,772 million for the six months ended June 30, 2021 from $3,636 million in the respective 2020 period. Adjusted EBITDA from continuing operations increased to ~~$2,438~~$2,585 million for the ~~first~~second quarter 2021 from ~~$2,049~~$2,016 million in the respective 2020 period. Adjusted EBITDA from continuing operations increased to $5,023 million from $4,065 million for the six months ended June 30, 2021 as compared to the respective 2020 period primarily due to higher income from continuing operations plus depreciation and amortization versus the prior period.

See the "Non-GAAP Measures and Reconciliations" ~~section~~for adjusted amounts sections below for definitions and reconciliations of these adjusted non-GAAP measures to reported GAAP amounts.

Other Comprehensive Income (Loss)

Other comprehensive income ~~(loss)~~ for the ~~first~~second quarter of 2021 ~~was a~~and loss for the six months ended June 30, 2021 of ~~$661~~$446 million and $215 million, respectively, resulted primarily from positive currency translation adjustments of ~~$715~~$410 million during the ~~quarter.~~quarter and negative currency translation adjustments of $305 million during the year-to-date period. The translation adjustments reflect the impact of translating local currency foreign subsidiary financial statements to U.S. dollars, and are largely driven by the movement of the U.S. dollar against major currencies including the Euro, British pound and the Chinese yuan. See the "Currency" section of the MD&A for exchange rates used for translation purposes and Note 11 to the condensed consolidated financial statements for a summary of the currency translation adjustment component of accumulated other comprehensive income by segment.

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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 Condensed Consolidated Statements of Income.


		Quarter Ended March 31,						Quarter Ended June 30,	Six Months Ended June 30,
(Millions of dollars)	(Millions of dollars)	2021		2020		Variance				(Millions of dollars)	2021		2020		Variance		2021		2020		Variance
SALES	SALES									SALES
Americas	Americas	$	2,840	$	2,677	6	%			Americas	$	3,020	$	2,417	25	%	$	5,860	$	5,094	15	%
EMEA	EMEA	1,799		1,633		10	%			EMEA	1,875		1,448		29	%	3,674		3,081		19	%
APAC	APAC	1,436		1,336		7	%			APAC	1,544		1,295		19	%	2,980		2,631		13	%
Engineering	Engineering	674		608		11	%			Engineering	646		810		(20)	%	1,320		1,418		(7)	%
Other	Other	494		485		2	%			Other	499		407		23	%	993		892		11	%
Total sales	Total sales	$	7,243	$	6,739	7	%			Total sales	$	7,584	$	6,377	19	%	$	14,827	$	13,116	13	%

SEGMENT OPERATING PROFIT	SEGMENT OPERATING PROFIT									SEGMENT OPERATING PROFIT
Americas	Americas	$	795	$	661	20	%			Americas	$	871	$	622	40	%	$	1,666	$	1,283	30	%
EMEA	EMEA	451		355		27	%			EMEA	487		303		61	%	938		658		43	%
APAC	APAC	351		281		25	%			APAC	389		294		32	%	740		575		29	%
Engineering	Engineering	109		91		20	%			Engineering	108		138		(22)	%	217		229		(5)	%
Other	Other	(18)		(36)		50	%			Other	(18)		(40)		55	%	(36)		(76)		53	%
Segment operating profit	Segment operating profit	$	1,688	$	1,352	25	%			Segment operating profit	$	1,837	$	1,317	39	%	$	3,525	$	2,669	32	%
Reconciliation to reported operating profit:	Reconciliation to reported operating profit:									Reconciliation to reported operating profit:
Cost reduction programs and other charges (Note 2)	Cost reduction programs and other charges (Note 2)	8		(131)						Cost reduction programs and other charges (Note 2)	(204)		(249)				(196)		(380)
Purchase accounting impacts - Linde AG	Purchase accounting impacts - Linde AG	(483)		(488)						Purchase accounting impacts - Linde AG	(491)		(477)				(974)		(965)
Total operating profit	Total operating profit	$	1,213	$	733					Total operating profit	$	1,142	$	591			$	2,355	$	1,324

Americas


		Quarter Ended March 31,								Quarter Ended June 30,	Six Months Ended June 30,
(Millions of dollars)	(Millions of dollars)	2021			2020			Variance				(Millions of dollars)	2021			2020			Variance		2021			2020			Variance
Sales	Sales	$	2,840		$	2,677		6	%			Sales	$	3,020		$	2,417		25	%	$	5,860		$	5,094		15	%

Operating profit	Operating profit	$	795		$	661		20	%			Operating profit	$	871		$	622		40	%	$	1,666		$	1,283		30	%
As a percent of sales	As a percent of sales	28.0		%	24.7		%					As a percent of sales	28.8		%	25.7		%			28.4		%	25.2		%


	~~Quarter Ended March 31, 2021 vs. 2020~~
	~~% Change~~
	~~Sales~~
~~Factors Contributing to Changes - Sales~~
~~Volume~~	4	%
~~Price/Mix~~	3	%
~~Cost pass-through~~	1	%
~~Currency~~	~~(2)~~	%
~~Acquisitions/divestitures~~	—	%

	6	%


	Quarter Ended June 30, 2021 vs. 2020		Six Months Ended June 30, 2021 vs. 2020
	% Change		% Change
	Sales		Sales
Factors Contributing to Changes - Sales
Volume	18	%	10	%
Price/Mix	3	%	3	%
Cost pass-through	2	%	2	%
Currency	2	%	—	%
Acquisitions/divestitures	—	%	—	%

	25	%	15	%

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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 ~~$163~~$603 million, or 6%25%, for the ~~first~~second quarter ofand increased $766 million, or 15%, for the six months ended June 30, 2021 versus the respective 2020 ~~period.~~periods. Higher pricing contributed 3% to sales in the ~~quarter.~~quarter and year-to-date period. Higher volumes increased sales by 4%18% for the second quarter and increased 10% for the six months ended June 30, 2021, led by higher demand ~~from~~across all end markets, with cyclical end markets being the ~~healthcare and chemical and refining end markets.~~strongest. Currency translation ~~decreased~~increased sales by 2% in the quarter and was flat for the year-to-date period primarily driven by the ~~weakening~~strengthening of the ~~Brazilian real~~Canadian dollar and Mexican peso against the U.S. Dollar. Cost pass-through ~~contributed 1% to~~increased sales inby 2% for the second quarter and year-to-date periods with minimal impact on operating profit.

Operating profit

Operating profit in the Americas segment increased ~~$134~~$249 million, or ~~20%~~40%, in the second quarter and increased $383 million, or 30%, for the six months ended June 30, 2021 versus the respective 2020 ~~period. Operating~~periods. For the quarter and year-to-date periods, operating profit increased due primarily to higher pricing and ~~higher~~ volumes ~~which were partially offset by unfavorable impacts of currency translation.~~

and continued productivity initiatives.

EMEA


		Quarter Ended March 31,								Quarter Ended June 30,	Six Months Ended June 30,
(Millions of dollars)	(Millions of dollars)	2021			2020			Variance				(Millions of dollars)	2021			2020			Variance		2021			2020			Variance
Sales	Sales	$	1,799		$	1,633		10	%			Sales	$	1,875		$	1,448		29	%	$	3,674		$	3,081		19	%

Operating profit	Operating profit	$	451		$	355		27	%			Operating profit	$	487		$	303		61	%	$	938		$	658		43	%
As a percent of sales	As a percent of sales	25.1		%	21.7		%					As a percent of sales	26.0		%	20.9		%			25.5		%	21.4		%


	~~Quarter Ended March 31, 2021 vs. 2020~~
	~~% Change~~
	~~Sales~~
~~Factors Contributing to Changes - Sales~~
~~Volume~~	1	%
~~Price/Mix~~	3	%
~~Cost pass-through~~	1	%
~~Currency~~	7	%
~~Acquisitions/divestitures~~	~~(2)~~	%

	10	%


	Quarter Ended June 30, 2021 vs. 2020		Six Months Ended June 30, 2021 vs. 2020
	% Change		% Change
	Sales		Sales
Factors Contributing to Changes - Sales
Volume	12	%	6	%
Price/Mix	4	%	3	%
Cost pass-through	4	%	3	%
Currency	10	%	9	%
Acquisitions/divestitures	(1)	%	(2)	%

	29	%	19	%

The EMEA segment includes Linde's industrial gases operations in approximately 45 European, Middle Eastern and African countries including Germany, France, Sweden, the Republic of South Africa, and the United Kingdom.

Sales

EMEA segment sales increased by ~~$166~~$427 million, or ~~10%~~29%, in the second quarter and increased by $593 million, or 19%, for the ~~first quarter~~six months ended June 30, 2021 as compared to the respective 2020 ~~period.~~periods. Volumes increased 1%12% in the quarter and 6% in the year-to-date period driven by increased demand ~~from~~across all end markets, led by the ~~healthcare~~cyclical end ~~market. Higher price increased sales by 3% in the quarter.~~markets. Currency translation increased sales by 7%10% in the quarter and 9% in the year-to-date period due to the strengthening of the Euro, British pound and Swedish krona against the U.S. Dollar. Higher price increased sales by 4% in the quarter and 3% in the year-to-date period. Sales decreased 1% in the quarter and 2% in the ~~quarter~~year-to-date periods related to the ~~2020~~ divestiture of a non-core business in Scandinavia. Cost pass-through contributed 1%4% to sales in the quarter and increased sales by 3% in the year-to-date periods with minimal impact on operating profit.

Operating profit

Operating profit for the EMEA segment increased by ~~$96~~$184 million, or ~~27%~~61%, in the ~~first~~second quarter and increased $280 million, or 43%, for the six months ended June 30, 2021 as compared to the respective 2020 ~~period,~~periods, driven largely by higher price and volumes and continued ~~cost reduction and~~ productivity ~~initiatives and favorable currency translation.~~initiatives.

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APAC


		Quarter Ended March 31,								Quarter Ended June 30,	Six Months Ended June 30,
(Millions of dollars)	(Millions of dollars)	2021			2020			Variance				(Millions of dollars)	2021			2020			Variance		2021			2020			Variance
Sales	Sales	$	1,436		$	1,336		7	%			Sales	$	1,544		$	1,295		19	%	$	2,980		$	2,631		13	%

Operating profit	Operating profit	$	351		$	281		25	%			Operating profit	$	389		$	294		32	%	$	740		$	575		29	%
As a percent of sales	As a percent of sales	24.4		%	21.0		%					As a percent of sales	25.2		%	22.7		%			24.8		%	21.9		%


	~~Quarter Ended March 31, 2021 vs. 2020~~
	~~% Change~~
	~~Sales~~
~~Factors Contributing to Changes - Sales~~
~~Volume/Equipment~~	10	%
~~Price/Mix~~	1	%
~~Cost pass-through~~	1	%
~~Currency~~	6	%
~~Acquisitions/divestitures~~	~~(11)~~	%

	7	%


	Quarter Ended June 30, 2021 vs. 2020		Six Months Ended June 30, 2021 vs. 2020
	% Change		% Change
	Sales		Reported
Factors Contributing to Changes - Sales
Volume/Equipment	19	%	14	%
Price/Mix	2	%	2	%
Cost pass-through	2	%	2	%
Currency	8	%	7	%
Acquisitions/divestitures	(12)	%	(12)	%

	19	%	13	%

The APAC segment includes Linde's industrial gases operations in approximately 20 Asian and South Pacific countries and regions including China, Australia, India and South Korea.

Sales

Sales for the APAC segment increased ~~$100~~$249 million, or 7%19%, for the ~~first~~second quarter and increased $349 million, or 13% for the six months ended June 30, 2021 versus the respective 2020 ~~period.~~periods. Volumes increased ~~10%~~19% in the quarter ~~primarily~~and 14% in the year-to-date period driven by increased demand across all end markets, led by the cyclical end markets, and electronics and project start-ups. Higher price contributed 1%2% to ~~sales.~~sales in both the quarter and year-to-date periods. Currency translation increased sales by 6%8% in quarter and increased sales by 7% in the year-to-date periods driven primarily by the strengthening of the Chinese yuan, ~~and~~ Australian dollar and Korean won against the U.S. Dollar in the ~~period.~~quarter. Sales decreased ~~$143~~$153 million, or ~~11%~~12%, in the ~~first~~second quarter of 2021 and decreased $296 million, or 12%, for the six months ended June 30, 2021 due to the deconsolidation of a joint venture with operations in Taiwan ~~(see~~(See Note 13 to the condensed consolidated financial statements).

Operating profit

Operating profit in the APAC segment increased ~~$70~~$95 million, or ~~25%~~32%, in the ~~first~~second quarter and increased $165 million, or 29%, for the six months ended June 30, 2021 versus the respective 2020 ~~period driven by higher~~periods. Higher volumes and price, continued ~~cost reduction and~~ productivity initiatives ~~and favorable currency translation,~~in both periods were partially offset by a $28 million and $56 million reduction due to the deconsolidation of athe joint ~~venture.~~venture in the second quarter and year-to-date periods, respectively.

Engineering


		Quarter Ended March 31,								Quarter Ended June 30,	Six Months Ended June 30,
(Millions of dollars)	(Millions of dollars)	2021			2020			Variance				(Millions of dollars)	2021			2020			Variance		2021			2020			Variance
Sales	Sales	$	674		$	608		11	%			Sales	$	646		$	810		(20)	%	$	1,320		$	1,418		(7)	%

Operating profit	Operating profit	$	109		$	91		20	%			Operating profit	$	108		$	138		(22)	%	$	217		$	229		(5)	%
As a percent of sales	As a percent of sales	16.2		%	15.0		%					As a percent of sales	16.7		%	17.0		%			16.4		%	16.1		%

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Table of Contents


	~~Quarter Ended March 31, 2021 vs. 2020~~
	~~% Change~~
	~~Sales~~
~~Factors Contributing to Changes - Sales~~
~~Volume~~	4	%


~~Currency~~	7	%


	11	%


	Quarter Ended June 30, 2021 vs. 2020		Six Months Ended June 30, 2021 vs. 2020
	% Change		% Change
	Sales		Sales
Factors Contributing to Changes - Sales
Volume	(29)	%	(15)	%


Currency	9	%	8	%


	(20)	%	(7)	%

Sales

Engineering segment sales ~~increased $66~~decreased $164 million, or ~~11%~~20%, in the ~~first~~second quarter 2021 and decreased $98 million, or 7%, for the six months ended June 30, 2021 as compared to the respective 2020 ~~period~~periods driven primarily by ~~favorable~~project timing, partially offset by currency impacts ~~of 7%. Volumes~~which increased sales by ~~4% driven by project timing.~~9% in the quarter and 8% in the year-to-date period.

Operating profit

Engineering segment operating profit ~~increased $18~~decreased $30 million, or ~~20%~~22%, in the ~~first~~second quarter 2021 and decreased $12 million, or 5%, for the six months ended June 30, 2021 as compared to the respective 2020 ~~period~~periods driven primarily by ~~productivity initiatives~~sales and ~~favorable currency impacts.~~project timing.

Other


		Quarter Ended March 31,								Quarter Ended June 30,	Six Months Ended June 30,
(Millions of dollars)	(Millions of dollars)	2021			2020			Variance				(Millions of dollars)	2021			2020			Variance		2021			2020			Variance
Sales	Sales	$	494		$	485		2	%			Sales	$	499		$	407		23	%	$	993		$	892		11	%

Operating profit (loss)	Operating profit (loss)	$	(18)		$	(36)		50	%			Operating profit (loss)	$	(18)		$	(40)		55	%	$	(36)		$	(76)		53	%
As a percent of sales	As a percent of sales	(3.6)		%	(7.4)		%					As a percent of sales	(3.6)		%	(9.8)		%			(3.6)		%	(8.5)		%


	~~Quarter Ended March 31, 2021 vs. 2020~~
	~~% Change~~
	~~Sales~~
~~Factors Contributing to Changes - Sales~~
~~Volume/price~~	~~(4)~~	%
~~Cost pass-through~~	1	%
~~Currency~~	5	%
~~Acquisitions/divestitures~~	—	%

	2	%


	Quarter Ended June 30, 2021 vs. 2020		Six Months Ended June 30, 2021 vs. 2020
	% Change		% Change
	Sales		Sales
Factors Contributing to Changes - Sales
Volume/price	16	%	5	%
Cost pass-through	1	%	1	%
Currency	6	%	5	%
Acquisitions/divestitures	—	%	—	%

	23	%	11	%

Other consists of corporate costs and a few smaller businesses including: Surface Technologies, GIST, global helium wholesale, and Electronic Materials; which individually do not meet the quantitative thresholds for separate presentation.

Sales

Sales for Other increased $9$92 million, or 2%23%, for the ~~first~~second quarter 2021 and increased $101 million, or 11%, for the six months ended June 30, 2021 versus the respective 2020 ~~period.~~periods. Currency translation increased sales by 6% in the quarter and 5% for the year-to-date period. Higher volumes and price increased sales by 16% in the quarter and 5% in the ~~period. Lower volumes decreased sales by 4% largely due to Surface Technologies.~~year-to-date period across all businesses. Cost pass-through increased sales by 1%. in both periods.

Operating profit

Operating profit in Other increased ~~$18~~$22 million, or ~~50%~~55% in the ~~first~~second quarter 2021 and increased $40 million, or 53%, for the six months ended June 30, 2021 versus the respective 2020 ~~period,~~periods, due primarily to volume growth, higher price and continued ~~cost reduction~~ and productivity initiatives.

Currency

Table of Contents

~~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. For most 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 2021 Consolidated Sales		Exchange Rate for Income Statement		Exchange Rate for Balance Sheet			Percentage of YTD 2021 Consolidated Sales		Exchange Rate for Income Statement		Exchange Rate for Balance Sheet
				Year-To-Date Average		March 31,	December 31,				Year-To-Date Average		June 30,	December 31,
Currency	Currency			2021	2020	2021	2020	Currency			2021	2020	2021	2020
Euro	Euro	21	%	0.83	0.91	0.85	0.82	Euro	21	%	0.83	0.91	0.84	0.82
Chinese yuan	Chinese yuan	8	%	6.48	6.98	6.55	6.53	Chinese yuan	9	%	6.47	7.03	6.46	6.53
British pound	British pound	6	%	0.73	0.78	0.73	0.73	British pound	6	%	0.72	0.79	0.72	0.73
Australian dollar	Australian dollar	4	%	1.29	1.52	1.32	1.30	Australian dollar	4	%	1.30	1.52	1.33	1.30
Brazilian real	Brazilian real	4	%	5.46	4.43	5.70	5.20	Brazilian real	4	%	5.38	4.86	5.00	5.20
Canadian dollar	Canadian dollar	3	%	1.27	1.34	1.26	1.27	Canadian dollar	3	%	1.25	1.36	1.24	1.27
Korean won	Korean won	2	%	1,114	1,193	1,132	1,087	Korean won	2	%	1,117	1,206	1,126	1,087
Mexican peso	Mexican peso	2	%	20.34	19.84	20.43	19.91	Mexican peso	2	%	20.18	21.43	19.94	19.91
Indian rupee	Indian rupee	2	%	72.90	72.38	73.11	73.07	Indian rupee	2	%	73.32	74.09	74.33	73.07
South African rand	South African rand	1	%	14.96	15.32	14.78	14.69	South African rand	2	%	14.53	16.53	14.29	14.69
Swedish krona	Swedish krona	1	%	8.39	9.67	8.73	8.23	Swedish krona	1	%	8.41	9.68	8.55	8.23
Thailand bhat	Thailand bhat	1	%	30.28	31.27	31.24	29.96	Thailand bhat	1	%	30.80	31.61	32.03	29.96

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Table of Contents

Liquidity, Capital Resources and Other Financial Data

The following selected cash flow information provides a basis for the discussion that follows:


(Millions of dollars)	(Millions of dollars)	Three months ended March 31,				(Millions of dollars)	Six months ended June 30,
		2021		2020			2021		2020
NET CASH PROVIDED BY (USED FOR):	NET CASH PROVIDED BY (USED FOR):					NET CASH PROVIDED BY (USED FOR):
OPERATING ACTIVITIES	OPERATING ACTIVITIES					OPERATING ACTIVITIES
Net income (including noncontrolling interests)	Net income (including noncontrolling interests)	$	1,017	$	606	Net income (including noncontrolling interests)	$	1,893	$	1,089
Non-cash charges (credits):	Non-cash charges (credits):					Non-cash charges (credits):
Add: Depreciation and amortization	Add: Depreciation and amortization	1,166		1,142		Add: Depreciation and amortization	2,337		2,266
Add: Deferred income taxes	Add: Deferred income taxes	(65)		(107)		Add: Deferred income taxes	(78)		(261)
Add: Share-based compensation	Add: Share-based compensation	29		43		Add: Share-based compensation	63		75
Add: Cost reduction programs and other charges, net of payments (a)	Add: Cost reduction programs and other charges, net of payments (a)	(76)		40		Add: Cost reduction programs and other charges, net of payments (a)	95		239
Net income adjusted for non-cash charges	Net income adjusted for non-cash charges	2,071		1,724		Net income adjusted for non-cash charges	4,310		3,408
Less: Working capital	Less: Working capital	(42)		(270)		Less: Working capital	(360)		(204)

Less: Pension contributions	Less: Pension contributions	(12)		(17)		Less: Pension contributions	(28)		(41)
Other	Other	92		(90)		Other	14		(52)
Net cash provided by operating activities	Net cash provided by operating activities	$	2,109	$	1,347	Net cash provided by operating activities	$	3,936	$	3,111
INVESTING ACTIVITIES	INVESTING ACTIVITIES					INVESTING ACTIVITIES
Capital expenditures	Capital expenditures	(762)		(803)		Capital expenditures	(1,506)		(1,586)
Acquisitions, net of cash acquired	Acquisitions, net of cash acquired	(10)		(41)		Acquisitions, net of cash acquired	(31)		(41)
Divestitures and asset sales	Divestitures and asset sales	21		231		Divestitures and asset sales	77		380
Net cash provided by (used for) investing activities	Net cash provided by (used for) investing activities	$	(751)	$	(613)	Net cash provided by (used for) investing activities	$	(1,460)	$	(1,247)
FINANCING ACTIVITIES	FINANCING ACTIVITIES					FINANCING ACTIVITIES
Debt increase (decrease) - net	Debt increase (decrease) - net	681		3,112		Debt increase (decrease) - net	314		3,523
Issuances (purchases) of common stock - net	Issuances (purchases) of common stock - net	(851)		(1,815)		Issuances (purchases) of common stock - net	(2,050)		(1,803)
Cash dividends - Linde plc shareholders	Cash dividends - Linde plc shareholders	(553)		(511)		Cash dividends - Linde plc shareholders	(1,102)		(1,017)

Excess tax benefit on share-based compensation						Excess tax benefit on share-based compensation	—		—
Noncontrolling interest transactions and other	Noncontrolling interest transactions and other	(247)		(27)		Noncontrolling interest transactions and other	(277)		(148)
Net cash provided by (used for) financing activities	Net cash provided by (used for) financing activities	$	(970)	$	759	Net cash provided by (used for) financing activities	$	(3,115)	$	555

Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	$	(46)	$	(179)	Effect of exchange rate changes on cash and cash equivalents	$	22	$	(178)
Cash and cash equivalents, end-of-period	Cash and cash equivalents, end-of-period	$	4,096	$	4,014	Cash and cash equivalents, end-of-period	$	3,137	$	4,941

(a) See Note 2 to the condensed consolidated financial statements.

Cash Flow from Operations

Cash provided by operations of ~~$2,109~~$3,936 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 increased ~~$762~~$825 million, or ~~57%~~27%, versus 2020. The increase was driven by higher net income adjusted for non-cash charges ~~lower~~partially offset by higher working capital requirements, ~~lower merger and synergy related~~primarily due to higher cash ~~outflows and favorable changes in other long-term assets and liabilities.~~taxes. Cost reduction programs and other charges ~~was a benefit of $8~~were $196 million and ~~a charge of $131~~$380 million, respectively, for the ~~quarters~~six months ended ~~March 31,~~June 30, 2021 and ~~2020, respectively.~~2020. Related cash outflows were ~~$68~~$101 million and ~~$91~~$141 million for the same respective periods.

Linde estimates that total 2021 required contributions to its pension plans will be in the range of ~~$70~~$50 million to ~~$80~~$60 million, of which ~~$12~~$28 million has been made through ~~March 31,~~June 30, 2021. At a minimum, Linde contributes to its pension plans to comply with local regulatory requirements (e.g., ERISA in the United States). Discretionary contributions in excess of the local minimum requirements are made based on many factors, including long-term projections of the plans' funded status, the economic environment, potential risk of overfunding, pension insurance costs and alternative uses of the cash. Changes to these factors can impact the amount and timing of discretionary contributions from year to year.

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Investing

Net cash used for investing of ~~$751~~$1,460 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 increased ~~$138~~$213 million versus 2020, primarily driven by the proceeds from divestitures in 2020, partially offset by lower capital expenditures and acquisitions.

Capital expenditures for the ~~three~~six months ended ~~March 31,~~June 30, 2021 were ~~$762~~$1,506 million, ~~$41~~$80 million lower than the prior year.

At ~~March 31,~~June 30, 2021, Linde's sale of gas backlog of large projects under construction was approximately ~~$3.5~~$3.4 billion. This represents the total estimated capital cost of large plants under construction.

Acquisitions for the ~~three~~six months ended ~~March 31,~~June 30, 2021 were ~~$10~~$31 million and related primarily to acquisitions in the Americas and EMEA. Acquisitions for the ~~three~~six months ended ~~March 31,~~June 30, 2020 were $41 million and related to acquisitions in the Americas.

Divestitures and asset sales for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020 were ~~$21~~$77 million and ~~$231~~$380 million, respectively. The 2020 period includes net proceeds from merger-related divestitures of $98 million from the sale of selected assets of Linde China and proceeds of approximately $130 million related to the divestiture of a non-core business in Scandinavia.

Financing

Cash used for financing activities was ~~$970~~$3,115 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 as compared to cash provided by financing activities of ~~$759~~$555 million for the ~~three~~six months ended ~~March 31,~~June 30, 2020. Cash provided by debt was ~~$681~~$314 million versus cash provided by debt of ~~$3,112~~$3,523 million in 2020 primarily due to bond issuances in 2020 of $1,656 million, bond repayments in 2021 of $818 million and lower short-term debt borrowings net of repayments. Net purchases of ordinary shares were ~~$851~~$2,050 million in 2021 versus ~~$1,815~~$1,803 million in 2020. Cash dividends of ~~$553~~$1,102 million increased ~~$42~~$85 million from 2020 driven primarily by a 10% increase in quarterly dividends per share from 96.3 cents per share to 106 cents per share. Cash used for Noncontrolling interest transactions and other was ~~$247~~$277 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 versus cash used of ~~$27~~$148 million for the respective 2020 period primarily due to the settlement of the buyout of minority interests in the Republic of South Africa in January of 2021.

The company continues to believe it has sufficient operating flexibility, cash, and funding sources to meet its business needs around the world. The company had ~~$4.1~~$3.1 billion of cash as of ~~March 31,~~June 30, 2021, and has a $5 billion unsecured and undrawn revolving credit agreement with no associated financial covenants. No borrowings were outstanding under the credit agreement as of ~~March 31,~~June 30, 2021. 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.

On January 25, 2021, the company's board of directors approved the repurchase of $5.0 billion of its ordinary shares ("2021 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 2021 program has a maximum repurchase amount of 15% of outstanding shares, began on February 1, 2021 and expires on July 31, 2023.

Legal Proceedings

See Note 9 to the condensed consolidated financial statements.

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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.


		Quarter Ended March 31,						Quarter Ended June 30,		Six Months Ended June 30,
		2021			2020					2021			2020			2021			2020

Adjusted Operating Profit and Operating Margin	Adjusted Operating Profit and Operating Margin								Adjusted Operating Profit and Operating Margin
Reported operating profit	Reported operating profit	$	1,213		$	733			Reported operating profit	$	1,142		$	591		$	2,355		$	1,324
Add: Cost reduction programs and other charges	Add: Cost reduction programs and other charges	(8)			131				Add: Cost reduction programs and other charges	204			249			196			380

Add: Purchase accounting impacts - Linde AG (c)	Add: Purchase accounting impacts - Linde AG (c)	483			488				Add: Purchase accounting impacts - Linde AG (c)	491			477			974			965
Total adjustments	Total adjustments	475			619				Total adjustments	695			726			1,170			1,345
Adjusted operating profit	Adjusted operating profit	$	1,688		$	1,352			Adjusted operating profit	$	1,837		$	1,317		$	3,525		$	2,669

Reported percentage change	Reported percentage change	65		%	20		%		Reported percentage change	93		%				78		%
Adjusted percentage change	Adjusted percentage change	25		%	11		%		Adjusted percentage change	39		%				32		%

Reported sales	Reported sales	$	7,243		$	6,739			Reported sales	$	7,584		$	6,377		$	14,827		$	13,116

Reported operating margin	Reported operating margin	16.7		%	10.9		%		Reported operating margin	15.1		%	9.3		%	15.9		%	10.1		%
Adjusted operating margin	Adjusted operating margin	23.3		%	20.1		%		Adjusted operating margin	24.2		%	20.7		%	23.8		%	20.3		%

Adjusted Depreciation and amortization	Adjusted Depreciation and amortization								Adjusted Depreciation and amortization
Reported depreciation and amortization	Reported depreciation and amortization	$	1,166		$	1,142			Reported depreciation and amortization	$	1,171		$	1,124		$	2,337		$	2,266
Less: Purchase accounting impacts - Linde AG (c)	Less: Purchase accounting impacts - Linde AG (c)	(478)			(476)				Less: Purchase accounting impacts - Linde AG (c)	(479)			(468)			(957)			(944)
Adjusted depreciation and amortization	Adjusted depreciation and amortization	$	688		$	666			Adjusted depreciation and amortization	$	692		$	656		$	1,380		$	1,322

Adjusted Other Income (Expense) - net	Adjusted Other Income (Expense) - net								Adjusted Other Income (Expense) - net
Reported Other Income (Expense) - net	Reported Other Income (Expense) - net	$	4		$	15			Reported Other Income (Expense) - net	$	(17)		$	—		$	(13)		$	15
Less: Purchase accounting impacts - Linde AG (c)	Less: Purchase accounting impacts - Linde AG (c)	(5)			(12)				Less: Purchase accounting impacts - Linde AG (c)	(12)			(9)			(17)			(21)
Adjusted Other Income (Expense) - net	Adjusted Other Income (Expense) - net	$	9		$	27			Adjusted Other Income (Expense) - net	$	(5)		$	9		$	4		$	36

Adjusted Net Pension and OPEB Cost (Benefit), Excluding Service Cost	Adjusted Net Pension and OPEB Cost (Benefit), Excluding Service Cost								Adjusted Net Pension and OPEB Cost (Benefit), Excluding Service Cost
Reported net pension and OPEB cost (benefit), excluding service cost	Reported net pension and OPEB cost (benefit), excluding service cost	$	(49)		$	(45)			Reported net pension and OPEB cost (benefit), excluding service cost	$	(49)		$	(45)		$	(98)		$	(90)
Add: Pension settlement charges	Add: Pension settlement charges	—			—				Add: Pension settlement charges	—			—			—			—
Adjusted Net Pension and OPEB cost (benefit), excluding service costs	Adjusted Net Pension and OPEB cost (benefit), excluding service costs	$	(49)		$	(45)			Adjusted Net Pension and OPEB cost (benefit), excluding service costs	$	(49)		$	(45)		$	(98)		$	(90)

Adjusted Interest Expense - Net	Adjusted Interest Expense - Net								Adjusted Interest Expense - Net
Reported interest expense - net	Reported interest expense - net	$	20		$	24			Reported interest expense - net	$	18		$	18		$	38		$	42
Add: Purchase accounting impacts - Linde AG (c)	Add: Purchase accounting impacts - Linde AG (c)	18			22				Add: Purchase accounting impacts - Linde AG (c)	15			22			33			44

Adjusted interest expense - net	Adjusted interest expense - net	$	38		$	46			Adjusted interest expense - net	$	33		$	40		$	71		$	86

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Adjusted Income Taxes (a)	Adjusted Income Taxes (a)							Adjusted Income Taxes (a)
Reported income taxes	Reported income taxes	$	268		$	165		Reported income taxes	$	334		$	164		$	602		$	329
Add: Purchase accounting impacts - Linde AG (c)	Add: Purchase accounting impacts - Linde AG (c)	118			122			Add: Purchase accounting impacts - Linde AG (c)	116			95			234			217

Add: Cost reduction programs and other charges	Add: Cost reduction programs and other charges	20			36			Add: Cost reduction programs and other charges	6			62			26			98

Total adjustments	Total adjustments	138			158			Total adjustments	122			157			260			315
Adjusted income taxes	Adjusted income taxes	$	406		$	323		Adjusted income taxes	$	456		$	321		$	862		$	644

Adjusted Effective Tax Rate (a)	Adjusted Effective Tax Rate (a)							Adjusted Effective Tax Rate (a)
Reported income before income taxes and equity investments	Reported income before income taxes and equity investments	$	1,242		$	754		Reported income before income taxes and equity investments	$	1,173		$	618		$	2,415		$	1,372

Add: Purchase accounting impacts - Linde AG (c)	Add: Purchase accounting impacts - Linde AG (c)	465			466			Add: Purchase accounting impacts - Linde AG (c)	476			455			941			921
Add: Cost reduction programs and other charges	Add: Cost reduction programs and other charges	(8)			131			Add: Cost reduction programs and other charges	204			249			196			380

Total adjustments	Total adjustments	457			597			Total adjustments	680			704			1,137			1,301
Adjusted income before income taxes and equity investments	Adjusted income before income taxes and equity investments	$	1,699		$	1,351		Adjusted income before income taxes and equity investments	$	1,853		$	1,322		$	3,552		$	2,673

Reported Income taxes	Reported Income taxes	$	268		$	165		Reported Income taxes	$	334		$	164		$	602		$	329
Reported effective tax rate	Reported effective tax rate	21.6		%	21.9		%	Reported effective tax rate	28.5		%	26.5		%	24.9		%	24.0		%

Adjusted income taxes	Adjusted income taxes	$	406		$	323		Adjusted income taxes	$	456		$	321		$	862		$	644
Adjusted effective tax rate	Adjusted effective tax rate	23.9		%	23.9		%	Adjusted effective tax rate	24.6		%	24.3		%	24.3		%	24.1		%

Income from Equity Investments	Income from Equity Investments							Income from Equity Investments
Reported income from equity investments	Reported income from equity investments	$	43		$	17		Reported income from equity investments	$	37		$	29		$	80		$	46
Add: Purchase accounting impacts - Linde AG (c)	Add: Purchase accounting impacts - Linde AG (c)	19			14			Add: Purchase accounting impacts - Linde AG (c)	19			14			$	38		$	28
Adjusted income from equity investments	Adjusted income from equity investments	$	62		$	31		Adjusted income from equity investments	$	56		$	43		$	118		$	74

Adjusted Noncontrolling Interests from Continuing Operations	Adjusted Noncontrolling Interests from Continuing Operations							Adjusted Noncontrolling Interests from Continuing Operations
Reported noncontrolling interests from continuing operations	Reported noncontrolling interests from continuing operations	$	(38)		$	(35)		Reported noncontrolling interests from continuing operations	$	(36)		$	(25)		$	(74)		$	(60)

Add: Purchase accounting impacts - Linde AG (c)	Add: Purchase accounting impacts - Linde AG (c)	(5)			(15)			Add: Purchase accounting impacts - Linde AG (c)	(2)			(14)			(7)			(29)

Adjusted noncontrolling interests from continuing operations	Adjusted noncontrolling interests from continuing operations	$	(43)		$	(50)		Adjusted noncontrolling interests from continuing operations	$	(38)		$	(39)		$	(81)		$	(89)

Adjusted Income from Continuing Operations (b)	Adjusted Income from Continuing Operations (b)							Adjusted Income from Continuing Operations (b)
Reported income from continuing operations	Reported income from continuing operations	$	979		$	571		Reported income from continuing operations	$	840		$	458		$	1,819		$	1,029

Add: Cost reduction programs and other charges	Add: Cost reduction programs and other charges	(28)			95			Add: Cost reduction programs and other charges	198			187			170			282

Add: Purchase accounting impacts - Linde AG (c)	Add: Purchase accounting impacts - Linde AG (c)	361			343			Add: Purchase accounting impacts - Linde AG (c)	377			360			738			703
Total adjustments	Total adjustments	333			438			Total adjustments	575			547			908			985
Adjusted income from continuing operations	Adjusted income from continuing operations	$	1,312		$	1,009		Adjusted income from continuing operations	$	1,415		$	1,005		$	2,727		$	2,014

Adjusted Diluted EPS from Continuing Operations (b)	Adjusted Diluted EPS from Continuing Operations (b)							Adjusted Diluted EPS from Continuing Operations (b)
Reported diluted EPS from continuing operations	Reported diluted EPS from continuing operations	$	1.86		$	1.07		Reported diluted EPS from continuing operations	$	1.60		$	0.87		$	3.46		$	1.93

Add: Cost reduction programs and other charges	Add: Cost reduction programs and other charges	(0.05)			0.18			Add: Cost reduction programs and other charges	0.38			0.35			0.32			0.53

Add: Purchase accounting impacts - Linde AG (c)	Add: Purchase accounting impacts - Linde AG (c)	0.68			0.64			Add: Purchase accounting impacts - Linde AG (c)	0.72			0.68			1.41			1.32
Total adjustments	Total adjustments	0.63			0.82			Total adjustments	1.10			1.03			1.73			1.85
Adjusted diluted EPS from continuing operations	Adjusted diluted EPS from continuing operations	$	2.49		$	1.89		Adjusted diluted EPS from continuing operations	$	2.70		$	1.90		$	5.19		$	3.78

Reported percentage change	Reported percentage change	74		%	35		%	Reported percentage change	84		%				79		%
Adjusted percentage change	Adjusted percentage change	32		%	12		%	Adjusted percentage change	42		%				37		%

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Adjusted EBITDA and % of Sales	Adjusted EBITDA and % of Sales							Adjusted EBITDA and % of Sales
Income from continuing operations	Income from continuing operations	$	979		$	571		Income from continuing operations	$	840		$	458		$	1,819		$	1,029
Add: Noncontrolling interests related to continuing operations	Add: Noncontrolling interests related to continuing operations	38			35			Add: Noncontrolling interests related to continuing operations	36			25			74			60
Add: Net pension and OPEB cost (benefit), excluding service cost	Add: Net pension and OPEB cost (benefit), excluding service cost	(49)			(45)			Add: Net pension and OPEB cost (benefit), excluding service cost	(49)			(45)			(98)			(90)
Add: Interest expense	Add: Interest expense	20			24			Add: Interest expense	18			18			38			42
Add: Income taxes	Add: Income taxes	268			165			Add: Income taxes	334			164			602			329
Add: Depreciation and amortization	Add: Depreciation and amortization	1,166			1,142			Add: Depreciation and amortization	1,171			1,124			2,337			2,266
EBITDA from continuing operations	EBITDA from continuing operations	$	2,422		$	1,892		EBITDA from continuing operations	$	2,350		$	1,744		$	4,772		$	3,636
Add: Cost reduction programs and other charges	Add: Cost reduction programs and other charges	(8)			131			Add: Cost reduction programs and other charges	204			249			196			380
Add: Purchase accounting impacts - Linde AG (c)	Add: Purchase accounting impacts - Linde AG (c)	24			26			Add: Purchase accounting impacts - Linde AG (c)	31			23			55			49
Total adjustments	Total adjustments	16			157			Total adjustments	235			272			251			429
Adjusted EBITDA from continuing operations	Adjusted EBITDA from continuing operations	$	2,438		$	2,049		Adjusted EBITDA from continuing operations	$	2,585		$	2,016		$	5,023		$	4,065

Reported sales	Reported sales	$	7,243		$	6,739		Reported sales	$	7,584		$	6,377		$	14,827		$	13,116
% of sales	% of sales							% of sales
EBITDA from continuing operations	EBITDA from continuing operations	33.4		%	28.1		%	EBITDA from continuing operations	31.0		%	27.3		%	32.2		%	27.7		%
Adjusted EBITDA from continuing operations	Adjusted EBITDA from continuing operations	33.7		%	30.4		%	Adjusted EBITDA from continuing operations	34.1		%	31.6		%	33.9		%	31.0		%

(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 Adjusted Effective Tax Rate”.

(c) The company believes that its non-GAAP measures excluding Purchase accounting impacts - Linde AG are useful to investors because: (i) the business combination was a merger of equals in an all-stock merger transaction, with no cash consideration, (ii) the company is managed on a geographic basis and the results of certain geographies are more heavily impacted by purchase accounting than others, causing results that are not comparable at the reportable segment level, therefore, the impacts of ~~purchasing~~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 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 from Continuing Operations: Represents the noncontrolling interests’ ownership portion of the adjustments described above determined on an entity by entity basis.

Net Debt and Adjusted Net Debt

Net debt is a financial liquidity measure used by investors, financial analysts and management to evaluate the ability of a company to repay its debt. Purchase accounting impacts have been excluded as they are non-cash and do not have an impact on liquidity.

March 31,
2021 December 31,
2020
(Millions of dollars)
Debt $ 15,750 $ 16,154
Less: cash and cash equivalents (4,096) (3,754)
Net debt 11,654 12,400
Less: purchase accounting impacts - Linde AG (98) (121)
Adjusted net debt $ 11,556 $ 12,279


	June 30, 2021		December 31, 2020
(Millions of dollars)
Debt	$	15,492	$	16,154
Less: cash and cash equivalents	(3,137)		(3,754)
Net debt	12,355		12,400
Less: purchase accounting impacts - Linde AG	(84)		(121)
Adjusted net debt	$	12,271	$	12,279

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Supplemental Guarantee Information

On June 6, 2020, 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 (previously Praxair) and/or Linde GmbH (previously Linde AG). 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. (previously Praxair, 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) guarantees of the 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 of the pre-business combination Linde Inc. and Linde Finance notes, and Linde GmbH and Linde Inc., respectively, provided upstream guarantees of Linde plc’s downstream guarantees.

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.

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(Millions of dollars)	(Millions of dollars)					(Millions of dollars)
Statement of Income Data	Statement of Income Data	Three Months Ended March 31, 2021		Twelve Months Ended December 31, 2020		Statement of Income Data	Six Months Ended June 30, 2021		Twelve Months Ended December 31, 2020
Sales	Sales	$	1,720	$	6,772	Sales	$	3,560	$	6,876
Operating profit	Operating profit	179		760		Operating profit	226		786
Net income	Net income	87		660		Net income	59		690
Transactions with non-guarantor subsidiaries	Transactions with non-guarantor subsidiaries	424		2,082		Transactions with non-guarantor subsidiaries	868		2,222

Balance Sheet Data (at period end)	Balance Sheet Data (at period end)					Balance Sheet Data (at period end)
Current assets (a)	Current assets (a)	$	3,227	$	3,117	Current assets (a)	$	5,375	$	4,174
Long-term assets (b)	Long-term assets (b)	17,420		17,892		Long-term assets (b)	16,752		17,978
Current liabilities (c)	Current liabilities (c)	10,595		8,265		Current liabilities (c)	10,182		8,337
Long-term liabilities (d)	Long-term liabilities (d)	36,727		38,188		Long-term liabilities (d)	39,953		39,208

(a) From current assets above, amount due from non-guarantor subsidiaries	(a) From current assets above, amount due from non-guarantor subsidiaries	$	949	$	937	(a) From current assets above, amount due from non-guarantor subsidiaries	$	3,879	$	1,984
(b) From long-term assets above, amount due from non-guarantor subsidiaries	(b) From long-term assets above, amount due from non-guarantor subsidiaries	4,336		4,553		(b) From long-term assets above, amount due from non-guarantor subsidiaries	3,590		4,565
(c) From current liabilities above, amount due to non-guarantor subsidiaries	(c) From current liabilities above, amount due to non-guarantor subsidiaries	1,078		1,053		(c) From current liabilities above, amount due to non-guarantor subsidiaries	1,181		1,054
(d) From long-term liabilities above, amount due to non-guarantor subsidiaries	(d) From long-term liabilities above, amount due to non-guarantor subsidiaries	22,834		22,419		(d) From long-term liabilities above, amount due to non-guarantor subsidiaries	25,879		23,394

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Refer to Item 7A. to Part II of Linde's 2020 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.

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PART II - OTHER INFORMATION

Linde plc and Subsidiaries

Item 1. Legal Proceedings

See Note 9 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, 2020.

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,~~June 30, 2021 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 (1,2)
(Thousands)
Approximate Dollar
Value of Shares that
May Yet be Purchased
Under the Program (2)
(Millions)
January 2021 537 $ 257.37 537 $ 1,138
February 2021 1,240 $ 251.63 1,240 $ 4,688
March 2021 1,719 $ 265.40 1,719 $ 4,232
First Quarter 2021 3,496 $ 259.28 3,496 $ 4,232


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 (1) (Millions)
April 2021	840	$	286.64	840	$	3,991
May 2021	1,480	$	297.71	1,480	$	3,551
June 2021	1,732	$	292.03	1,732	$	3,045
Second Quarter 2021	4,052	$	292.99	4,052	$	3,045

(1) On January 22, 2019 the company’s board of directors approved the repurchase of $6.0 billion of its ordinary shares ("2019 program") which could take place from time to time on the open market (which could include the use of 10b5-1 trading plans), subject to market and business conditions. The 2019 program had a maximum repurchase amount of 15% of outstanding shares and expired on February 1, 2021.

~~(2)~~ On January 25, 2021 the company's board of directors approved the repurchase of $5.0 billion of its ordinary shares ("2021 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 2021 program has a maximum repurchase amount of 15% of outstanding shares, began on February 1, 2021 and expires on July 31, 2023.

As of ~~March 31,~~June 30, 2021, the company repurchased ~~$768 million and $4.9~~$1.96 billion of its ordinary shares pursuant to the 2021 ~~and 2019 programs, respectively. Under the 2021 program, $4.2 billion shares remain authorized. The 2019 program expired on February 1, 2021.~~program.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

(a)

Exhibits

*10.01

~~First Amendment to the~~2021 Linde ~~Compensation Deferral Program effective April 1, 2021.~~plc Long Term Incentive Plan

31.01

Rule 13a-14(a) Certification

31.02

Rule 13a-14(a) Certification

32.01

Section 1350 Certification (such certifications are furnished for the information of the Commission and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act).

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.

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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 6,~~July 30, 2021						By: /s/ Kelcey E. Hoyt

						Kelcey E. Hoyt
						Chief Accounting Officer

4246



Note 1. Summary of Significant Accounting Policies			911

Note 2. Cost Reduction Programs and Other Charges			911

Note 3. Supplemental Information			1114

Note 4. Debt			1215

Note 5. Financial Instruments			1316

Note 6. Fair Value Disclosures			1518

Note 7. Earnings Per Share – Linde plc Shareholders			1719

Note 8. Retirement Programs			1720

Note 9. Commitments and Contingencies			1820

Note 10. Segments			1921

Note 11. Equity			2022

Note 12. Revenue Recognition			2123

Note 13. Divestitures			2326


(Millions of dollars)	Quarter Ended March 31, 2020
Sales	Americas		EMEA		APAC		Engineering		Other		Total		%

Merchant	$	726	$	470	$	459	$	0	$	47	$	1,702	25	%
On-Site	650		343		492		0		0		1,485		22	%
Packaged Gas	1,275		811		360		0		5		2,451		36	%
Other	26		9		25		608		433		1,101		17	%
Total	$	2,677	$	1,633	$	1,336	$	608	$	485	$	6,739	100	%