UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 20222023
or
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☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
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Commission file number | 001-38730 |
LINDE PLC
(Exact name of registrant as specified in its charter)
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Ireland | | 98-1448883 |
(State or other jurisdiction of incorporation) | | (I.R.S. Employer Identification No.) |
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10 Riverview Drive, | | Forge |
Danbury, Connecticut | | 43 Church Street West |
United States 06810 | | Woking, Surrey GU21 6HT |
| | United Kingdom |
| | |
(Address of principal executive offices) (Zip Code) |
(203) 837 - 2000 | | +44 14 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:
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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.
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Large accelerated filer | | ☒ | Accelerated filer | | ☐ |
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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 June 30, 2022, 498,365,5882023, 487,945,864 ordinary shares (€0.001 par value) of the Registrant were outstanding.
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INDEX |
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PART I - FINANCIAL INFORMATION | |
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Item 1. | | |
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Item 2. | | |
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Item 3. | | |
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Item 4. | | |
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Item 1. | | |
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Item 1A. | | |
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Item 2. | | |
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Item 3. | | |
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Item 4. | | |
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Item 5. | | |
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Item 6. | | |
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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 future results or circumstances to differ materially from adjusted projections, estimates or other forward-looking statements.
Linde plc assumes no obligation to update or provide revisions to any forward-looking statement in response to changing circumstances. The above listed risks and uncertainties are further described in Item 1A. Risk Factors in Linde plc’s Form 10-K for the fiscal year ended December 31, 20212022 filed with the SEC on February 28, 2022,2023, which should be reviewed carefully. Please consider Linde plc’s forward-looking statements in light of those risks.
LINDE PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Millions of dollars, except per share data)
(UNAUDITED)
| | | Quarter Ended June 30, | | Quarter Ended June 30, |
| | 2022 | | 2021 | | 2023 | | 2022 |
Sales | Sales | $ | 8,457 | | | $ | 7,584 | | Sales | $ | 8,204 | | | $ | 8,457 | |
Cost of sales, exclusive of depreciation and amortization | Cost of sales, exclusive of depreciation and amortization | 4,940 | | | 4,194 | | Cost of sales, exclusive of depreciation and amortization | 4,316 | | | 4,940 | |
Selling, general and administrative | Selling, general and administrative | 771 | | | 822 | | Selling, general and administrative | 833 | | | 771 | |
Depreciation and amortization | Depreciation and amortization | 1,091 | | | 1,171 | | Depreciation and amortization | 960 | | | 1,091 | |
Research and development | Research and development | 37 | | | 34 | | Research and development | 35 | | | 37 | |
Russia-Ukraine conflict and other charges | 993 | | | 204 | | |
Other charges | | Other charges | 22 | | | 993 | |
| Other income (expense) - net | Other income (expense) - net | (36) | | | (17) | | Other income (expense) - net | (27) | | | (36) | |
Operating Profit | Operating Profit | 589 | | | 1,142 | | Operating Profit | 2,011 | | | 589 | |
Interest expense - net | Interest expense - net | 5 | | | 18 | | Interest expense - net | 52 | | | 5 | |
Net pension and OPEB cost (benefit), excluding service cost | Net pension and OPEB cost (benefit), excluding service cost | (62) | | | (49) | | Net pension and OPEB cost (benefit), excluding service cost | (45) | | | (62) | |
Income From Continuing Operations Before Income Taxes and Equity Investments | 646 | | | 1,173 | | |
Income taxes on continuing operations | 286 | | | 334 | | |
Income From Continuing Operations Before Equity Investments | 360 | | | 839 | | |
Income Before Income Taxes and Equity Investments | | Income Before Income Taxes and Equity Investments | 2,004 | | | 646 | |
Income taxes | | Income taxes | 438 | | | 286 | |
Income Before Equity Investments | | Income Before Equity Investments | 1,566 | | | 360 | |
Income from equity investments | Income from equity investments | 50 | | | 37 | | Income from equity investments | 46 | | | 50 | |
Income From Continuing Operations (Including Noncontrolling Interests) | 410 | | | 876 | | |
Income from discontinued operations, net of tax | — | | | 1 | | |
| Net Income (Including Noncontrolling Interests) | Net Income (Including Noncontrolling Interests) | 410 | | | 877 | | Net Income (Including Noncontrolling Interests) | 1,612 | | | 410 | |
Less: noncontrolling interests from continuing operations | (38) | | | (36) | | |
Less: noncontrolling interests | | Less: noncontrolling interests | (37) | | | (38) | |
Net Income – Linde plc | Net Income – Linde plc | $ | 372 | | | $ | 841 | | Net Income – Linde plc | $ | 1,575 | | | $ | 372 | |
| Net Income – Linde plc | | |
Income from continuing operations | $ | 372 | | | $ | 840 | | |
Income from discontinued operations | $ | — | | | $ | 1 | | |
| | 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 | $ | 0.74 | | | $ | 1.62 | | |
Basic earnings per share from discontinued operations | — | | | — | | |
| Basic earnings per share | Basic earnings per share | $ | 0.74 | | | $ | 1.62 | | Basic earnings per share | $ | 3.22 | | | $ | 0.74 | |
Diluted earnings per share from continuing operations | $ | 0.74 | | | $ | 1.60 | | |
Diluted earnings per share from discontinued operations | — | | | — | | |
| Diluted earnings per share | Diluted earnings per share | $ | 0.74 | | | $ | 1.60 | | Diluted earnings per share | $ | 3.19 | | | $ | 0.74 | |
| Weighted Average Shares Outstanding (000’s): | Weighted Average Shares Outstanding (000’s): | | Weighted Average Shares Outstanding (000’s): | |
Basic shares outstanding | Basic shares outstanding | 501,034 | | | 518,950 | | Basic shares outstanding | 489,618 | | | 501,034 | |
Diluted shares outstanding | Diluted shares outstanding | 505,269 | | | 523,723 | | Diluted shares outstanding | 493,549 | | | 505,269 | |
The accompanying notes are an integral part of these financial statements.
LINDE PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Millions of dollars, except per share data)
(UNAUDITED)
| | | Six Months Ended June 30, | | Six Months Ended June 30, |
| | 2022 | | 2021 | | 2023 | | 2022 |
Sales | Sales | $ | 16,668 | | | $ | 14,827 | | Sales | $ | 16,397 | | | $ | 16,668 | |
Cost of sales, exclusive of depreciation and amortization | Cost of sales, exclusive of depreciation and amortization | 9,738 | | | 8,248 | | Cost of sales, exclusive of depreciation and amortization | 8,747 | | | 9,738 | |
Selling, general and administrative | Selling, general and administrative | 1,573 | | | 1,609 | | Selling, general and administrative | 1,655 | | | 1,573 | |
Depreciation and amortization | Depreciation and amortization | 2,203 | | | 2,337 | | Depreciation and amortization | 1,908 | | | 2,203 | |
Research and development | Research and development | 72 | | | 69 | | Research and development | 71 | | | 72 | |
Russia-Ukraine conflict and other charges | 989 | | | 196 | | |
Other charges | | Other charges | 40 | | | 989 | |
| Other income (expense) - net | Other income (expense) - net | (24) | | | (13) | | Other income (expense) - net | (32) | | | (24) | |
Operating Profit | Operating Profit | 2,069 | | | 2,355 | | Operating Profit | 3,944 | | | 2,069 | |
Interest expense - net | Interest expense - net | 14 | | | 38 | | Interest expense - net | 89 | | | 14 | |
Net pension and OPEB cost (benefit), excluding service cost | Net pension and OPEB cost (benefit), excluding service cost | (126) | | | (98) | | Net pension and OPEB cost (benefit), excluding service cost | (90) | | | (126) | |
Income From Continuing Operations Before Income Taxes and Equity Investments | 2,181 | | | 2,415 | | |
Income taxes on continuing operations | 655 | | | 602 | | |
Income From Continuing Operations Before Equity Investments | 1,526 | | | 1,813 | | |
Income Before Income Taxes and Equity Investments | | Income Before Income Taxes and Equity Investments | 3,945 | | | 2,181 | |
Income taxes | | Income taxes | 868 | | | 655 | |
Income Before Equity Investments | | Income Before Equity Investments | 3,077 | | | 1,526 | |
Income from equity investments | Income from equity investments | 94 | | | 80 | | Income from equity investments | 87 | | | 94 | |
Income From Continuing Operations (Including Noncontrolling Interests) | 1,620 | | | 1,893 | | |
Income from discontinued operations, net of tax | — | | | 2 | | |
| Net Income (Including Noncontrolling Interests) | Net Income (Including Noncontrolling Interests) | 1,620 | | | 1,895 | | Net Income (Including Noncontrolling Interests) | 3,164 | | | 1,620 | |
Less: noncontrolling interests from continuing operations | (74) | | | (74) | | |
Less: noncontrolling interests | | Less: noncontrolling interests | (73) | | | (74) | |
Net Income – Linde plc | Net Income – Linde plc | $ | 1,546 | | | $ | 1,821 | | Net Income – Linde plc | $ | 3,091 | | | $ | 1,546 | |
| Net Income – Linde plc | | |
Income from continuing operations | $ | 1,546 | | | $ | 1,819 | | |
Income from discontinued operations | $ | — | | | $ | 2 | | |
| | 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 | $ | 3.07 | | | $ | 3.49 | | |
Basic earnings per share from discontinued operations | — | | | — | | |
| Basic earnings per share | Basic earnings per share | $ | 3.07 | | | $ | 3.49 | | Basic earnings per share | $ | 6.30 | | | $ | 3.07 | |
Diluted earnings per share from continuing operations | $ | 3.04 | | | $ | 3.46 | | |
Diluted earnings per share from discontinued operations | — | | | — | | |
| Diluted earnings per share | Diluted earnings per share | $ | 3.04 | | | $ | 3.46 | | Diluted earnings per share | $ | 6.25 | | | $ | 3.04 | |
| Weighted Average Shares Outstanding (000’s): | Weighted Average Shares Outstanding (000’s): | | Weighted Average Shares Outstanding (000’s): | |
Basic shares outstanding | Basic shares outstanding | 504,093 | | | 520,691 | | Basic shares outstanding | 490,727 | | | 504,093 | |
Diluted shares outstanding | Diluted shares outstanding | 508,432 | | | 525,380 | | Diluted shares outstanding | 494,685 | | | 508,432 | |
The accompanying notes are an integral part of these financial statements.
LINDE PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Millions of dollars)
(UNAUDITED)
| | | Quarter Ended June 30, | | Quarter Ended June 30, |
| | 2022 | | 2021 | | 2023 | | 2022 |
NET INCOME (INCLUDING NONCONTROLLING INTERESTS) | NET INCOME (INCLUDING NONCONTROLLING INTERESTS) | $ | 410 | | | $ | 877 | | NET INCOME (INCLUDING NONCONTROLLING INTERESTS) | $ | 1,612 | | | $ | 410 | |
| 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 | (1,570) | | | 412 | | Foreign currency translation adjustments | (96) | | | (1,570) | |
Reclassification to net income | Reclassification to net income | (134) | | | — | | Reclassification to net income | — | | | (134) | |
Income taxes | Income taxes | 5 | | | (2) | | Income taxes | 1 | | | 5 | |
Translation adjustments | Translation adjustments | (1,699) | | | 410 | | Translation adjustments | (95) | | | (1,699) | |
Funded status - retirement obligations (Note 8): | Funded status - retirement obligations (Note 8): | | | | Funded status - retirement obligations (Note 8): | | | |
Retirement program remeasurements | Retirement program remeasurements | 67 | | | (19) | | Retirement program remeasurements | (5) | | | 67 | |
Reclassifications to net income | Reclassifications to net income | 19 | | | 44 | | Reclassifications to net income | (8) | | | 19 | |
Income taxes | Income taxes | (7) | | | (2) | | Income taxes | 2 | | | (7) | |
Funded status - retirement obligations | Funded status - retirement obligations | 79 | | | 23 | | Funded status - retirement obligations | (11) | | | 79 | |
Derivative instruments (Note 5): | Derivative instruments (Note 5): | | | | Derivative instruments (Note 5): | | | |
Current unrealized gain (loss) | Current unrealized gain (loss) | 92 | | | 19 | | Current unrealized gain (loss) | (9) | | | 92 | |
Reclassifications to net income | Reclassifications to net income | 3 | | | (3) | | Reclassifications to net income | 2 | | | 3 | |
Income taxes | Income taxes | (20) | | | (3) | | Income taxes | 1 | | | (20) | |
Derivative instruments | Derivative instruments | 75 | | | 13 | | Derivative instruments | (6) | | | 75 | |
| TOTAL OTHER COMPREHENSIVE INCOME (LOSS) | TOTAL OTHER COMPREHENSIVE INCOME (LOSS) | (1,545) | | | 446 | | TOTAL OTHER COMPREHENSIVE INCOME (LOSS) | (112) | | | (1,545) | |
| COMPREHENSIVE INCOME (LOSS) (INCLUDING NONCONTROLLING INTERESTS) | COMPREHENSIVE INCOME (LOSS) (INCLUDING NONCONTROLLING INTERESTS) | (1,135) | | | 1,323 | | COMPREHENSIVE INCOME (LOSS) (INCLUDING NONCONTROLLING INTERESTS) | 1,500 | | | (1,135) | |
Less: noncontrolling interests | Less: noncontrolling interests | (21) | | | (45) | | Less: noncontrolling interests | (14) | | | (21) | |
COMPREHENSIVE INCOME (LOSS) - LINDE PLC | COMPREHENSIVE INCOME (LOSS) - LINDE PLC | $ | (1,156) | | | $ | 1,278 | | COMPREHENSIVE INCOME (LOSS) - LINDE PLC | $ | 1,486 | | | $ | (1,156) | |
The accompanying notes are an integral part of these financial statements.
LINDE PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Millions of dollars)
(UNAUDITED)
| | | | | | | | | | | |
| Six Months Ended June 30, |
| 2023 | | 2022 |
NET INCOME (INCLUDING NONCONTROLLING INTERESTS) | $ | 3,164 | | | $ | 1,620 | |
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OTHER COMPREHENSIVE INCOME (LOSS) | | | |
Translation adjustments: | | | |
Foreign currency translation adjustments | 133 | | | (1,510) | |
Reclassification to net income | — | | | (134) | |
Income taxes | 1 | | | (7) | |
Translation adjustments | 134 | | | (1,651) | |
Funded status - retirement obligations (Note 8): | | | |
Retirement program remeasurements | (254) | | | 122 | |
Reclassifications to net income | (16) | | | 38 | |
Income taxes | 65 | | | (28) | |
Funded status - retirement obligations | (205) | | | 132 | |
Derivative instruments (Note 5): | | | |
Current unrealized gain (loss) | (84) | | | 110 | |
Reclassifications to net income | (4) | | | (20) | |
Income taxes | 17 | | | (18) | |
Derivative instruments | (71) | | | 72 | |
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TOTAL OTHER COMPREHENSIVE INCOME (LOSS) | (142) | | | (1,447) | |
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COMPREHENSIVE INCOME (LOSS) (INCLUDING NONCONTROLLING INTERESTS) | 3,022 | | | 173 | |
Less: noncontrolling interests | (48) | | | (45) | |
COMPREHENSIVE INCOME (LOSS) - LINDE PLC | $ | 2,974 | | | $ | 128 | |
The accompanying notes are an integral part of these financial statements.
LINDE PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Millions of dollars)
(UNAUDITED)
| | | | | | | | | | | |
| Six Months Ended June 30, |
| 2022 | | 2021 |
NET INCOME (INCLUDING NONCONTROLLING INTERESTS) | $ | 1,620 | | | $ | 1,895 | |
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OTHER COMPREHENSIVE INCOME (LOSS) | | | |
Translation adjustments: | | | |
Foreign currency translation adjustments | (1,510) | | | (245) | |
Reclassification to net income | (134) | | | (52) | |
Income taxes | (7) | | | (8) | |
Translation adjustments | (1,651) | | | (305) | |
Funded status - retirement obligations (Note 8): | | | |
Retirement program remeasurements | 122 | | | 1 | |
Reclassifications to net income | 38 | | | 87 | |
Income taxes | (28) | | | (25) | |
Funded status - retirement obligations | 132 | | | 63 | |
Derivative instruments (Note 5): | | | |
Current unrealized gain (loss) | 110 | | | 40 | |
Reclassifications to net income | (20) | | | (5) | |
Income taxes | (18) | | | (8) | |
Derivative instruments | 72 | | | 27 | |
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TOTAL OTHER COMPREHENSIVE INCOME (LOSS) | (1,447) | | | (215) | |
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COMPREHENSIVE INCOME (LOSS) (INCLUDING NONCONTROLLING INTERESTS) | 173 | | | 1,680 | |
Less: noncontrolling interests | (45) | | | (77) | |
COMPREHENSIVE INCOME (LOSS) - LINDE PLC | $ | 128 | | | $ | 1,603 | |
The accompanying notes are an integral part of these financial statements.
LINDE PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Millions of dollars)
(UNAUDITED)
| | | June 30, 2022 | | December 31, 2021 | | June 30, 2023 | | December 31, 2022 |
Assets | Assets | | | | Assets | | | |
Cash and cash equivalents | Cash and cash equivalents | $ | 3,655 | | | $ | 2,823 | | Cash and cash equivalents | $ | 3,357 | | | $ | 5,436 | |
Accounts receivable - net | Accounts receivable - net | 4,803 | | | 4,499 | | Accounts receivable - net | 4,799 | | | 4,559 | |
Contract assets | Contract assets | 78 | | | 134 | | Contract assets | 156 | | | 124 | |
Inventories | Inventories | 1,786 | | | 1,733 | | Inventories | 2,079 | | | 1,978 | |
Prepaid and other current assets | Prepaid and other current assets | 950 | | | 970 | | Prepaid and other current assets | 1,020 | | | 950 | |
Total Current Assets | Total Current Assets | 11,272 | | | 10,159 | | Total Current Assets | 11,411 | | | 13,047 | |
Property, plant and equipment - net | Property, plant and equipment - net | 23,993 | | | 26,003 | | Property, plant and equipment - net | 23,808 | | | 23,548 | |
| Goodwill | Goodwill | 25,678 | | | 27,038 | | Goodwill | 26,456 | | | 25,817 | |
Other intangible assets - net | Other intangible assets - net | 12,634 | | | 13,802 | | Other intangible assets - net | 12,510 | | | 12,420 | |
Other long-term assets | Other long-term assets | 4,308 | | | 4,603 | | Other long-term assets | 4,533 | | | 4,826 | |
Total Assets | Total Assets | $ | 77,885 | | | $ | 81,605 | | Total Assets | $ | 78,718 | | | $ | 79,658 | |
Liabilities and equity | Liabilities and equity | | | | Liabilities and equity | | | |
Accounts payable | Accounts payable | $ | 3,360 | | | $ | 3,503 | | Accounts payable | $ | 2,977 | | | $ | 2,995 | |
Short-term debt | Short-term debt | 3,215 | | | 1,163 | | Short-term debt | 3,018 | | | 4,117 | |
Current portion of long-term debt | Current portion of long-term debt | 1,651 | | | 1,709 | | Current portion of long-term debt | 944 | | | 1,599 | |
Contract liabilities | Contract liabilities | 2,933 | | | 2,940 | | Contract liabilities | 3,246 | | | 3,073 | |
| Other current liabilities | Other current liabilities | 4,136 | | | 4,328 | | Other current liabilities | 4,367 | | | 4,695 | |
Total Current Liabilities | Total Current Liabilities | 15,295 | | | 13,643 | | Total Current Liabilities | 14,552 | | | 16,479 | |
Long-term debt | Long-term debt | 11,177 | | | 11,335 | | Long-term debt | 13,528 | | | 12,198 | |
Other long-term liabilities | Other long-term liabilities | 10,373 | | | 11,186 | | Other long-term liabilities | 9,390 | | | 9,594 | |
| Total Liabilities | Total Liabilities | 36,845 | | | 36,164 | | Total Liabilities | 37,470 | | | 38,271 | |
Redeemable noncontrolling interests | Redeemable noncontrolling interests | 13 | | | 13 | | Redeemable noncontrolling interests | 13 | | | 13 | |
Linde plc Shareholders’ Equity: | | |
Ordinary shares,€0.001 par value, authorized 1,750,000,000 shares, 2022 and 2021 issued: 552,012,862 ordinary shares | 1 | | | 1 | | |
Linde plc Shareholders’ Equity (Note 11): | | Linde plc Shareholders’ Equity (Note 11): | |
Ordinary shares,€0.001 par value, authorized 1,750,000,000 shares, 2023 issued: 490,766,972 ordinary shares; 2022 issued: 552,012,862 ordinary shares | | Ordinary shares,€0.001 par value, authorized 1,750,000,000 shares, 2023 issued: 490,766,972 ordinary shares; 2022 issued: 552,012,862 ordinary shares | — | | | 1 | |
Additional paid-in capital | Additional paid-in capital | 39,978 | | | 40,180 | | Additional paid-in capital | 39,797 | | | 40,005 | |
Retained earnings | Retained earnings | 19,159 | | | 18,710 | | Retained earnings | 7,024 | | | 20,541 | |
Accumulated other comprehensive income (loss) (Note 11) | (6,466) | | | (5,048) | | |
Less: Treasury shares, at cost (2022 – 53,647,274 shares and 2021 – 43,331,983 shares) | (12,998) | | | (9,808) | | |
Accumulated other comprehensive income (loss) | | Accumulated other comprehensive income (loss) | (5,899) | | | (5,782) | |
Less: Treasury shares, at cost (2023 – 2,821,108 shares and 2022 – 59,555,235 shares) | | Less: Treasury shares, at cost (2023 – 2,821,108 shares and 2022 – 59,555,235 shares) | (1,011) | | | (14,737) | |
Total Linde plc Shareholders’ Equity | Total Linde plc Shareholders’ Equity | 39,674 | | | 44,035 | | Total Linde plc Shareholders’ Equity | 39,911 | | | 40,028 | |
Noncontrolling interests | Noncontrolling interests | 1,353 | | | 1,393 | | Noncontrolling interests | 1,324 | | | 1,346 | |
Total Equity | Total Equity | 41,027 | | | 45,428 | | Total Equity | 41,235 | | | 41,374 | |
Total Liabilities and Equity | Total Liabilities and Equity | $ | 77,885 | | | $ | 81,605 | | Total Liabilities and Equity | $ | 78,718 | | | $ | 79,658 | |
The accompanying notes are an integral part of these financial statements.
LINDE PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Millions of dollars)
(UNAUDITED)
| | | Six Months Ended June 30, | | Six Months Ended June 30, |
| | 2022 | | 2021 | | 2023 | | 2022 |
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 | $ | 1,546 | | | $ | 1,821 | | Net income - Linde plc | $ | 3,091 | | | $ | 1,546 | |
Less: Income from discontinued operations, net of tax and noncontrolling interests | — | | | (2) | | |
Add: Noncontrolling interests from continuing operations | 74 | | | 74 | | |
Income from continuing operations (including noncontrolling interests) | 1,620 | | | 1,893 | | |
| Add: Noncontrolling interests | | Add: Noncontrolling interests | 73 | | | 74 | |
Net Income (including noncontrolling interests) | | Net Income (including noncontrolling interests) | 3,164 | | | 1,620 | |
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: | |
Russia-Ukraine conflict and other charges, net of payments | 922 | | | 95 | | |
Other charges, net of payments | | Other charges, net of payments | (61) | | | 922 | |
| Depreciation and amortization | Depreciation and amortization | 2,203 | | | 2,337 | | Depreciation and amortization | 1,908 | | | 2,203 | |
Deferred income taxes | Deferred income taxes | (221) | | | (78) | | Deferred income taxes | (61) | | | (221) | |
Share-based compensation | Share-based compensation | 51 | | | 63 | | Share-based compensation | 66 | | | 51 | |
Working capital: | Working capital: | | Working capital: | |
Accounts receivable | Accounts receivable | (543) | | | (388) | | Accounts receivable | (175) | | | (543) | |
Inventory | Inventory | (144) | | | (42) | | Inventory | (85) | | | (144) | |
Prepaid and other current assets | Prepaid and other current assets | (123) | | | (20) | | Prepaid and other current assets | (39) | | | (123) | |
Payables and accruals | Payables and accruals | 70 | | | 39 | | Payables and accruals | (458) | | | 70 | |
Contract assets and liabilities, net | Contract assets and liabilities, net | 243 | | | 51 | | Contract assets and liabilities, net | 117 | | | 243 | |
Pension contributions | Pension contributions | (19) | | | (28) | | Pension contributions | (25) | | | (19) | |
Long-term assets, liabilities and other | Long-term assets, liabilities and other | 74 | | | 14 | | Long-term assets, liabilities and other | (293) | | | 74 | |
Net cash provided by operating activities | 4,133 | | | 3,936 | | |
Net cash provided by (used for) operating activities | | Net cash provided by (used for) operating activities | 4,058 | | | 4,133 | |
Investing | Investing | | | | Investing | | | |
Capital expenditures | Capital expenditures | (1,475) | | | (1,506) | | Capital expenditures | (1,688) | | | (1,475) | |
Acquisitions, net of cash acquired | Acquisitions, net of cash acquired | (49) | | | (31) | | Acquisitions, net of cash acquired | (834) | | | (49) | |
Divestitures and asset sales, net of cash divested | 17 | | | 77 | | |
Divestitures, net of cash divested and asset sales | | Divestitures, net of cash divested and asset sales | 24 | | | 17 | |
Net cash provided by (used for) investing activities | Net cash provided by (used for) investing activities | (1,507) | | | (1,460) | | Net cash provided by (used for) investing activities | (2,498) | | | (1,507) | |
Financing | Financing | | | | Financing | | | |
Short-term debt borrowings (repayments) - net | Short-term debt borrowings (repayments) - net | 2,172 | | | 1,081 | | Short-term debt borrowings (repayments) - net | (1,116) | | | 2,172 | |
Long-term debt borrowings | Long-term debt borrowings | 2,291 | | | 51 | | Long-term debt borrowings | 2,115 | | | 2,291 | |
Long-term debt repayments | Long-term debt repayments | (1,703) | | | (818) | | Long-term debt repayments | (1,641) | | | (1,703) | |
Issuances of ordinary shares | Issuances of ordinary shares | 22 | | | 32 | | Issuances of ordinary shares | 21 | | | 22 | |
Purchases of ordinary shares | Purchases of ordinary shares | (3,329) | | | (2,082) | | Purchases of ordinary shares | (1,767) | | | (3,329) | |
Cash dividends - Linde plc shareholders | Cash dividends - Linde plc shareholders | (1,177) | | | (1,102) | | Cash dividends - Linde plc shareholders | (1,246) | | | (1,177) | |
| Noncontrolling interest transactions and other | Noncontrolling interest transactions and other | (35) | | | (277) | | Noncontrolling interest transactions and other | (22) | | | (35) | |
Net cash provided by (used for) financing activities | Net cash provided by (used for) financing activities | (1,759) | | | (3,115) | | Net cash provided by (used for) financing activities | (3,656) | | | (1,759) | |
| Effect of exchange rate changes on cash and cash equivalents | Effect of exchange rate changes on cash and cash equivalents | (35) | | | 22 | | Effect of exchange rate changes on cash and cash equivalents | 17 | | | (35) | |
Change in cash and cash equivalents | Change in cash and cash equivalents | 832 | | | (617) | | Change in cash and cash equivalents | (2,079) | | | 832 | |
Cash and cash equivalents, beginning-of-period | Cash and cash equivalents, beginning-of-period | 2,823 | | | 3,754 | | Cash and cash equivalents, beginning-of-period | 5,436 | | | 2,823 | |
| Cash and cash equivalents, end-of-period | Cash and cash equivalents, end-of-period | $ | 3,655 | | | $ | 3,137 | | Cash and cash equivalents, end-of-period | $ | 3,357 | | | $ | 3,655 | |
|
The accompanying notes are an integral part of these financial statements.
INDEX TO NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Notes to Condensed Consolidated Financial Statements - Linde plc and Subsidiaries (Unaudited)
1. Summary of Significant Accounting Policies
Linde plc ("Linde" or "the company") is an incorporated public limited company formed under the laws of Ireland. Linde’s registered office is located at Ten Earlsfort Terrace, Dublin 2, D02 T380 Ireland. Linde’s principal executive offices are located at Forge, 43 Church Street West, Woking, Surrey GU21 6HT, United Kingdom and 10 Riverview Drive, Danbury, Connecticut, 06810, United States.
On January 18, 2023, shareholders approved the company’s proposal for an intercompany reorganization that resulted in the delisting of its ordinary shares from the Frankfurt Stock Exchange, on March 1, 2023, after the completion of legal and regulatory approvals.
In connection with the closing of the intercompany reorganization on March 1, 2023, Linde shareholders automatically received one share of the new holding company, listed on the New York Stock Exchange, in exchange for each share of Linde plc that was previously owned. The new holding company is also named “Linde plc” and trades under the existing ticker LIN (see Note 11).
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 presentationstatement 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 20212022 Annual Report on Form 10-K. There have been no material changes to the company’s significant accounting policies during 2022.2023.
Reclassifications – Certain prior periods' amounts have been reclassified to conform to the current year’s presentation.
2. Russia-Ukraine conflict and Other Charges
20222023 Other Charges
Russia-Ukraine conflictOther charges were $22 million for the quarter and other charges were $993$40 million for the six months ended June 30, 2023, respectively. Costs primarily related to severance in the Engineering segment and $989 million ($889 million and $888 million, after tax and noncontrolling interests)expenses incurred due to the intercompany reorganization for the quarter and six monthsmonth period ended June 30, 2022,2023, respectively. Other charges for the quarter and year-to-date periods had an associated net income tax benefit of $34 million and $79 million, respectively, primarily comprised of a benefit of $124 million related to the resolution of a U.S. income tax audit, partially offset by an accrual of $85 million for the potential settlement of an international income tax matter, both recorded in the first quarter.
The following tables summarizetable summarizes the activities related to the company's pre-tax Other charges for the quarter and six months ended June 30, 2022:2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2023 |
(millions of dollars) | Severance costs | | Other cost reduction charges | | Total cost reduction program related charges | | Other charges | | Total other charges |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Balance, December 31, 2022 | $ | 281 | | | $ | 27 | | | $ | 308 | | | $ | 12 | | | $ | 320 | |
2023 Other charges | 24 | | | — | | | 24 | | | 16 | | | 40 | |
Less: Cash payments / receipts | (100) | | | (1) | | | (101) | | | — | | | (101) | |
Less: Non-cash charges | — | | | — | | | — | | | 7 | | | 7 | |
Foreign currency translation and other | (3) | | | — | | | (3) | | | — | | | (3) | |
Balance, June 30, 2023 | $ | 202 | | | $ | 26 | | | $ | 228 | | | $ | 35 | | | $ | 263 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Quarter Ended June 30, 2022 |
(millions of dollars) | Russia deconsolidation charges | | Other Russia related charges | | Total Russia charges | | Merger-related and other charges | | Total |
Americas | $ | — | | | $ | — | | | $ | — | | | $ | 3 | | | $ | 3 | |
EMEA | 733 | | | 2 | | | 735 | | | 49 | | | 784 | |
APAC | — | | | — | | | — | | | 28 | | | 28 | |
Engineering | 54 | | | 112 | | | 166 | | | 0 | | 166 | |
Other | 0 | | — | | | — | | | 12 | | | 12 | |
Total | $ | 787 | | | $ | 114 | | | $ | 901 | | | $ | 92 | | | $ | 993 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2022 |
(millions of dollars) | Russia deconsolidation charges | | Other Russia related charges | | Total Russia charges | | Merger-related and other charges | | Total |
Americas | $ | — | | | $ | — | | | $ | — | | | $ | 3 | | | $ | 3 | |
EMEA | 733 | | | 2 | | | 735 | | | 49 | | | 784 | |
APAC | — | | | — | | | — | | | 24 | | | 24 | |
Engineering | 54 | | | 112 | | | 166 | | | — | | | 166 | |
Other | 0 | | — | | | — | | | 12 | | | 12 | |
Total | $ | 787 | | | $ | 114 | | | $ | 901 | | | $ | 88 | | | $ | 989 | |
Russia-Ukraine Conflict
2022 Other Charges
Russia-Ukraine Conflict
In response to the Russian invasion of Ukraine, multiple jurisdictions, including Europe and the U.S., have imposed several tranches of economic sanctions on Russia. As a result, Linde has reassessed its ability to control its Russian subsidiaries and determined that as of June 30, 2022 it can no longer exercise control over these entities. As such, Linde has deconsolidated its Russian gas and engineering business entities as of June 30, 2022. The deconsolidation of the company's Russian gas and engineering business entities resulted in a loss of $787 million ($730 million after tax) for the quarter and six months ended June 30, 2022.
The fair value of Linde’s Russian subsidiaries was determined using a probability weighted discounted cash flow model, which resulted in the recognition of a $407 million loss on deconsolidation when compared to the carrying value of the entities. This loss is recorded within Russia-Ukraine conflict and other charges in the consolidated statements of income.
Upon deconsolidation an investment was recorded, which represents the fair value of net assets. The company did not receive any consideration, cash or otherwise, as part of the deconsolidation. Linde will maintain its interest in its Russian subsidiaries and will continue to comply with sanctions and government restrictions. The investment will be monitored for impairment in future periods.
Receivables, primarily loans receivable, with newly deconsolidated entities were reassessed for collectability resulting in a write-off of approximately $380 million.
Other Russia related charges
Other charges related specifically to the Russia-Ukraine conflict were $114 million ($84 million after tax) for the quarter and six months ended June 30, 2022, and are primarily comprised of impairments of assets which are maintained by international entities in support of the Russian business.
Merger-related and otherOther charges
Merger related and otherOther charges were $92 million and $88 million ($75 million and $74 million, after tax) for the quarter and six months ended June 30, 2022, respectively, primarily related to the impairment of an equity method investment in the EMEA segment.
Cash Requirements
The total cash requirements of the Russia-Ukraine conflict and other charges incurred during the six months ended June 30, 2022 are expected to be immaterial. Liabilities accrued from prior periods are expected to be paid through 2023. Russia-Ukraine conflict and other charges, net of payments in the condensed consolidated statements of cash flows for the six months ended June 30, 2022 also reflects the impact of cash payments of liabilities accrued as of December 31, 2021.
The following table summarizes the activities related to the company's Russia-Ukraine conflict and other charges for the six months ended June 30, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(millions of dollars) | Total Russia charges | Severance costs | | Other cost reduction charges | | Total cost reduction program related charges | | Merger-related and other charges | | Total |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
Balance, December 31, 2021 | $ | — | | $ | 384 | | | $ | 38 | | | $ | 422 | | | $ | 31 | | | $ | 453 | |
2022 Russia-Ukraine conflict and other charges | 901 | | 24 | | | 14 | | | 38 | | | 50 | | | 989 | |
Less: Cash payments / receipts | — | | (64) | | | (6) | | | (70) | | | 3 | | | (67) | |
Less: Non-cash charges | (901) | | — | | | (7) | | | (7) | | | (54) | | | (962) | |
Foreign currency translation and other | — | | (25) | | | (4) | | | (29) | | | (1) | | | (30) | |
Balance, June 30, 2022 | $ | — | | $ | 319 | | | $ | 35 | | | $ | 354 | | | $ | 29 | | | $ | 383 | |
2021 Charges
Cost reduction programs and other charges were $204 million and $196 million for the quarter and six months ended June 30, 2021, respectively ($198 million and $170 million after tax).
Total cost reduction program related charges were $204 million and $248 million ($150 million and $184 million after tax), for the quarter and six months ended June 30, 2021, respectively, which consisted primarily of severance charges of $182 million and $208 million and other charges of $22 million and $40 million for the quarter and six months ended June 30, 2021, respectively, 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 and other charges were flat during the quarter ended June 30, 2021 and a benefit of $52 million for the six months ended June 30, 2021 (charge of $48 million and a benefit of $14 million, after tax). The pre-tax benefit was primarily due to a $52 million gain triggered by a joint venture deconsolidation in the APAC segment.
In addition, the quarter and six months ended June 30, 2021 include net income tax 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.
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.
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 $4,809$4,700 million and $4,425$4,498 million at June 30, 20222023 and December 31, 2021,2022, respectively, and gross receivables aged greater than one year were $283$368 million and $329$321 million at June 30, 20222023 and December 31, 2021,2022, respectively. Other receivables were $107$157 million and $150$145 million at June 30, 20222023 and December 31, 2021,2022, 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 $4,803$4,799 million at June 30, 20222023 and $4,499$4,559 million at December 31, 2021.2022. Allowances for expected credit losses were $396$426 million at June 30, 20222023 and $405 million at December 31, 2021.2022. Provisions for expected credit losses were $67$83 million and $71$67 million for the six months ended June 30, 20222023 and 2021,2022, respectively. The allowance activity in the six months ended June 30, 20222023 and 20212022 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) | June 30, 2022 | | December 31, 2021 | (Millions of dollars) | June 30, 2023 | | December 31, 2022 |
Inventories | Inventories | | | | Inventories | | | |
Raw materials and supplies | Raw materials and supplies | $ | 460 | | | $ | 399 | | Raw materials and supplies | $ | 600 | | | $ | 567 | |
Work in process | Work in process | 321 | | | 334 | | Work in process | 401 | | | 368 | |
Finished goods | Finished goods | 1,005 | | | 1,000 | | Finished goods | 1,078 | | | 1,043 | |
Total inventories | Total inventories | $ | 1,786 | | | $ | 1,733 | | Total inventories | $ | 2,079 | | | $ | 1,978 | |
4. Debt
The following is a summary of Linde's outstanding debt at June 30, 20222023 and December 31, 2021:2022:
| (Millions of dollars) | (Millions of dollars) | June 30, 2022 | | December 31, 2021 | (Millions of dollars) | June 30, 2023 | | December 31, 2022 |
SHORT-TERM | SHORT-TERM | | | | SHORT-TERM | | | |
Commercial paper | Commercial paper | $ | 2,974 | | | $ | 278 | | Commercial paper | $ | 2,765 | | | $ | 3,926 | |
Other bank borrowings (primarily non U.S.) | Other bank borrowings (primarily non U.S.) | 241 | | | 885 | | Other bank borrowings (primarily non U.S.) | 253 | | | 191 | |
Total short-term debt | Total short-term debt | 3,215 | | | 1,163 | | Total short-term debt | 3,018 | | | 4,117 | |
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) | |
0.250% Euro denominated notes due 2022 (b) (c) | — | | | 1,137 | | |
2.20% Notes due 2022 (e) | — | | | 500 | | |
2.70% Notes due 2023 | 500 | | | 500 | | |
2.00% Euro denominated notes due 2023 (b) | 691 | | | 759 | | |
5.875% GBP denominated notes due 2023 (b) | 381 | | | 432 | | |
2.70% Notes due 2023 (c) | | 2.70% Notes due 2023 (c) | — | | | 501 | |
2.00% Euro denominated notes due 2023 (b) (d) | | 2.00% Euro denominated notes due 2023 (b) (d) | — | | | 699 | |
5.875% GBP denominated notes due 2023 (b) (d) | | 5.875% GBP denominated notes due 2023 (b) (d) | — | | | 367 | |
1.20% Euro denominated notes due 2024 | 1.20% Euro denominated notes due 2024 | 576 | | | 625 | | 1.20% Euro denominated notes due 2024 | 600 | | | 588 | |
1.875% Euro denominated notes due 2024 (b) | 1.875% Euro denominated notes due 2024 (b) | 322 | | | 356 | | 1.875% Euro denominated notes due 2024 (b) | 328 | | | 324 | |
4.800% Notes due 2024 | | 4.800% Notes due 2024 | 299 | | | 299 | |
4.700% Notes due 2025 | | 4.700% Notes due 2025 | 598 | | | 598 | |
2.65% Notes due 2025 | 2.65% Notes due 2025 | 399 | | | 399 | | 2.65% Notes due 2025 | 399 | | | 400 | |
1.625% Euro denominated notes due 2025 | 1.625% Euro denominated notes due 2025 | 521 | | | 565 | | 1.625% Euro denominated notes due 2025 | 543 | | | 533 | |
3.625% Euro denominated notes due 2025 (e) | | 3.625% Euro denominated notes due 2025 (e) | 544 | | | — | |
0.00% Euro denominated notes due 2026 | 0.00% Euro denominated notes due 2026 | 736 | | | 799 | | 0.00% Euro denominated notes due 2026 | 766 | | | 751 | |
3.20% Notes due 2026 | 3.20% Notes due 2026 | 725 | | | 725 | | 3.20% Notes due 2026 | 725 | | | 724 | |
3.434% Notes due 2026 | 3.434% Notes due 2026 | 198 | | | 197 | | 3.434% Notes due 2026 | 198 | | | 198 | |
1.652% Euro denominated notes due 2027 | 1.652% Euro denominated notes due 2027 | 86 | | | 94 | | 1.652% Euro denominated notes due 2027 | 89 | | | 88 | |
0.250% Euro denominated notes due 2027 | 785 | | | 850 | | |
1.00% Euro denominated notes due 2027 (d) | 522 | | | — | | |
0.25% Euro denominated notes due 2027 | | 0.25% Euro denominated notes due 2027 | 817 | | | 802 | |
1.00% Euro denominated notes due 2027 | | 1.00% Euro denominated notes due 2027 | 546 | | | 536 | |
1.00% Euro denominated notes due 2028 (b) | 1.00% Euro denominated notes due 2028 (b) | 761 | | | 879 | | 1.00% Euro denominated notes due 2028 (b) | 767 | | | 749 | |
3.375% Euro denominated notes due 2029 (e) | | 3.375% Euro denominated notes due 2029 (e) | 814 | | | — | |
1.10% Notes due 2030 | 1.10% Notes due 2030 | 696 | | | 696 | | 1.10% Notes due 2030 | 697 | | | 696 | |
1.90% Euro denominated notes due 2030 | 1.90% Euro denominated notes due 2030 | 109 | | | 118 | | 1.90% Euro denominated notes due 2030 | 113 | | | 111 | |
1.375% Euro denominated notes due 2031 (d) | 778 | | | — | | |
0.550% Euro denominated notes due 2032 | 781 | | | 847 | | |
1.375% Euro denominated notes due 2031 | | 1.375% Euro denominated notes due 2031 | 819 | | | 803 | |
0.55% Euro denominated notes due 2032 | | 0.55% Euro denominated notes due 2032 | 813 | | | 798 | |
0.375% Euro denominated notes due 2033 | 0.375% Euro denominated notes due 2033 | 521 | | | 565 | | 0.375% Euro denominated notes due 2033 | 540 | | | 529 | |
1.625% Euro denominated notes due 2035 (d) | 828 | | | — | | |
3.625% Euro denominated notes due 2034 (e) | | 3.625% Euro denominated notes due 2034 (e) | 705 | | | — | |
1.625% Euro denominated notes due 2035 | | 1.625% Euro denominated notes due 2035 | 865 | | | 849 | |
3.55% Notes due 2042 | 3.55% Notes due 2042 | 664 | | | 664 | | 3.55% Notes due 2042 | 665 | | | 665 | |
2.00% Notes due 2050 | 2.00% Notes due 2050 | 296 | | | 296 | | 2.00% Notes due 2050 | 296 | | | 296 | |
1.00% Euro denominated notes due 2051 | 1.00% Euro denominated notes due 2051 | 726 | | | 788 | | 1.00% Euro denominated notes due 2051 | 746 | | | 731 | |
Non U.S borrowings | 216 | | | 243 | | |
Non U.S. borrowings | | Non U.S. borrowings | 170 | | | 152 | |
Other | Other | 10 | | | 10 | | Other | 10 | | | 10 | |
| | 12,828 | | | 13,044 | | | 14,472 | | | 13,797 | |
Less: current portion of long-term debt | Less: current portion of long-term debt | (1,651) | | | (1,709) | | Less: current portion of long-term debt | (944) | | | (1,599) | |
Total long-term debt | Total long-term debt | 11,177 | | | 11,335 | | Total long-term debt | 13,528 | | | 12,198 | |
Total debt | Total debt | $ | 16,043 | | | $ | 14,207 | | Total debt | $ | 17,490 | | | $ | 17,914 | |
(a)Amounts are net of unamortized discounts, premiums and/or debt issuance costs as applicable.
(b)June 30, 20222023 and December 31, 20212022 included a cumulative $19$50 million and $42$56 million adjustment to carrying value, respectively, related to hedge accounting of interest rate swaps. Refer to Note 5.
(c)In January 2022,February 2023, Linde repaid €1.0 billion$500 million of 0.250%2.70% notes that became due.
(d)In March 2022,April 2023, Linde repaid €650 million of 2.00% notes and £300 million of 5.875% notes that became due.
(e)In June 2023, Linde issued €500 million of 1.000%3.625% notes due 2027,in 2025, €750 million of 1.375% notes due 2031, and €800 million of 1.625% notes due 2035.
(e)In May 2022, Linde repaid $500 million of 2.20%3.375% notes due in August 2022. There was no impact to interest within the consolidated statements2029 and €650 million of income.3.625% notes due in 2034.
The company maintains a $5 billion and a $1.5 billion unsecured revolving credit agreement with a syndicate of banking institutions that expires March 26, 2024.expire December 7, 2027 and December 7, 2023, respectively. There are no financial maintenance covenants contained within the credit agreement.agreements. No borrowings were outstanding under the credit agreementagreements as of June 30, 2022.2023.
5. Financial Instruments
In its normal operations, Linde is exposed to market risks relating to fluctuations in interest rates, foreign currency exchange rates, and 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 3three 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 for certain entities with itstheir 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 June 30, 2022,2023, 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 June 30, 20222023 and December 31, 20212022 for consolidated subsidiaries:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Fair Value |
| Notional Amounts | | Assets (a) | | Liabilities (a) |
(Millions of dollars) | June 30, 2022 | | December 31, 2021 | | June 30, 2022 | | December 31, 2021 | | June 30, 2022 | | December 31, 2021 |
Derivatives Not Designated as Hedging Instruments: | | | | | | | | | | | |
Currency contracts: | | | | | | | | | | | |
Balance sheet items | $ | 3,237 | | | $ | 4,427 | | | $ | 12 | | | $ | 22 | | | $ | 15 | | | $ | 17 | |
Forecasted transactions | 829 | | | 537 | | | 11 | | | 6 | | | 23 | | | 11 | |
Cross-currency swaps | 66 | | | 148 | | | — | | | 21 | | | 2 | | | 4 | |
Total | $ | 4,132 | | | $ | 5,112 | | | $ | 23 | | | $ | 49 | | | $ | 40 | | | $ | 32 | |
Derivatives Designated as Hedging Instruments: | | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Currency contracts: | | | | | | | | | | | |
| | | | | | | | | | | |
Forecasted transactions | 335 | | | 758 | | | 6 | | | 14 | | | 3 | | | 3 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Commodity contracts | N/A | | N/A | | 43 | | | 49 | | | — | | | — | |
| | | | | | | | | | | |
Interest rate swaps | 839 | | | 1,251 | | | — | | | 24 | | | 36 | | | — | |
Total Hedges | $ | 1,174 | | | $ | 2,009 | | | $ | 49 | | | $ | 87 | | | $ | 39 | | | $ | 3 | |
Total Derivatives | $ | 5,306 | | | $ | 7,121 | | | $ | 72 | | | $ | 136 | | | $ | 79 | | | $ | 35 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Fair Value |
| Notional Amounts | | Assets (a) | | Liabilities (a) |
(Millions of dollars) | June 30, 2023 | | December 31, 2022 | | June 30, 2023 | | December 31, 2022 | | June 30, 2023 | | December 31, 2022 |
Derivatives Not Designated as Hedging Instruments: | | | | | | | | | | | |
Currency contracts: | | | | | | | | | | | |
Balance sheet items | $ | 3,477 | | | $ | 3,056 | | | $ | 26 | | | $ | 13 | | | $ | 8 | | | $ | 7 | |
Forecasted transactions | 395 | | | 449 | | | 13 | | | 9 | | | 11 | | | 9 | |
Cross-currency swaps | 4 | | | 42 | | | — | | | — | | | — | | | 1 | |
Total | $ | 3,876 | | | $ | 3,547 | | | $ | 39 | | | $ | 22 | | | $ | 19 | | | $ | 17 | |
Derivatives Designated as Hedging Instruments: | | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Currency contracts: | | | | | | | | | | | |
| | | | | | | | | | | |
Forecasted transactions | $ | 292 | | | $ | 323 | | | $ | 5 | | | $ | 6 | | | $ | 1 | | | $ | 5 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Commodity contracts | N/A | | N/A | | 10 | | | — | | | 7 | | | 4 | |
| | | | | | | | | | | |
Interest rate swaps | 600 | | | 856 | | | 1 | | | — | | | 67 | | | 70 | |
Total Hedges | $ | 892 | | | $ | 1,179 | | | $ | 16 | | | $ | 6 | | | $ | 75 | | | $ | 79 | |
Total Derivatives | $ | 4,768 | | | $ | 4,726 | | | $ | 55 | | | $ | 28 | | | $ | 94 | | | $ | 96 | |
(a)Amounts as atof June 30, 20222023 and December 31, 20212022 included current assets of $69$45 million and $101$24 million which are recorded in prepaid and other current assets; long-term assets of $3$10 million and $35$4 million which are recorded in other long-term assets; current liabilities of $32$30 million and $27$23 million which are recorded in other current liabilities; and long-term liabilities of $47$64 million and $8$73 million which are recorded in other long-term liabilities.
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")(loss) with deferred amounts reclassified to earnings over the same time period as the income statement impact of the associated forecasted transaction.purchase. 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. Commodity price fluctuations are largely covered through contractual pass through to customers. To reduce the extent of the remainingthis 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")(loss) with deferred amounts reclassified to earnings over the same time period as the income statement impact of the associated purchase.
Net Investment Hedges
As of June 30, 2022,2023, Linde has €7.5€10.4 billion ($8.011.2 billion) Euro-denominated notes and intercompany loans and ¥3.6 billion ($0.5 billion) CNY-denominated intercompany loans that are designated as hedges of the net investment positions in certain foreign operations. Since hedge inception, the deferred gain recorded within the cumulative translation adjustment component of AOCIaccumulated other comprehensive income (loss) in the condensed consolidated balance sheetssheet and the consolidated statementsstatement of comprehensive income is $679$199 million (deferred gainloss of $415$66 million and $539$151 million recorded for the quarter and six months ended June 30, 2022)2023, respectively).
As of June 30, 2022, Linde has2023, exchange rate movements relating to previously designated hedges that remain in AOCIaccumulated other comprehensive income (loss) is at a lossgain of $42$56 million. These movements will remain in AOCI,accumulated other comprehensive income (loss), until appropriate, such as upon sale or liquidation of the related foreign operations at which time amounts will be reclassified to the consolidated statementstatements 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 (See Note 4).
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 June 30, | | Six Months Ended June 30, | | Quarter Ended June 30, | | Six Months Ended June 30, |
(Millions of dollars) | (Millions of dollars) | 2022 | | 2021 | | 2022 | | 2021 | (Millions of dollars) | 2023 | | 2022 | | 2023 | | 2022 |
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 | $ | (41) | | | $ | 10 | | | $ | 10 | | | $ | 29 | | Debt-related | $ | (44) | | | $ | (41) | | | $ | (83) | | | $ | 10 | |
Other balance sheet items | Other balance sheet items | 4 | | | 3 | | | (8) | | | 7 | | Other balance sheet items | (1) | | | 4 | | | (2) | | | (8) | |
| Total | Total | $ | (37) | | | $ | 13 | | | $ | 2 | | | $ | 36 | | Total | $ | (45) | | | $ | (37) | | | $ | (85) | | | $ | 2 | |
* 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 AOCIaccumulated other comprehensive income (loss) and reclassified to the consolidated statement of income was not material for the quarter and six months ended June 30, 20222023 and 2021,2022, respectively. Net impacts 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 |
| Level 1 | | Level 2 | | Level 3 |
(Millions of dollars) | June 30, 2022 | | December 31, 2021 | | June 30, 2022 | | December 31, 2021 | | June 30, 2022 | | December 31, 2021 |
Assets | | | | | | | | | | | |
Derivative assets | $ | — | | | $ | — | | | $ | 72 | | | $ | 136 | | | $ | — | | | $ | — | |
Investments and securities* | 26 | | | 42 | | | — | | | — | | | 15 | | | 20 | |
Total | $ | 26 | | | $ | 42 | | | $ | 72 | | | $ | 136 | | | 15 | | | $ | 20 | |
| | | | | | | | | | | |
Liabilities | | | | | | | | | | | |
Derivative liabilities | $ | — | | | $ | — | | | $ | 79 | | | $ | 35 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value Measurements Using |
| Level 1 | | Level 2 | | Level 3 |
(Millions of dollars) | June 30, 2023 | | December 31, 2022 | | June 30, 2023 | | December 31, 2022 | | June 30, 2023 | | December 31, 2022 |
Assets | | | | | | | | | | | |
Derivative assets | $ | — | | | $ | — | | | $ | 55 | | | $ | 28 | | | $ | — | | | $ | — | |
Investments and securities* | 21 | | | 20 | | | — | | | — | | | 13 | | | 13 | |
Total | $ | 21 | | | $ | 20 | | | $ | 55 | | | $ | 28 | | | 13 | | | $ | 13 | |
| | | | | | | | | | | |
Liabilities | | | | | | | | | | | |
Derivative liabilities | $ | — | | | $ | — | | | $ | 94 | | | $ | 96 | | | $ | — | | | $ | — | |
* Investments and securities are recorded in prepaid and other current assets and other long-term assets in the company's condensed consolidated balance sheets.
Level 1 investments and securities are marketable securities traded on an exchange. Level 2 investments are based on market prices obtained from independent brokers or determined using quantitative models that use as their basis readily observable market parameters that are actively quoted and can be validated through external sources, including third-party pricing services, brokers and market transactions. Level 3 investments and securities consist of a venture fund. For the valuation, Linde uses the net asset value received as part of the fund's quarterly reporting, which for the most part is not based on quoted prices in active markets. In order to reflect current market conditions, Linde proportionally adjusts these by observable market data (stock exchange prices) or current transaction prices.
Changes in level 3 investments and securities were immaterial.
The fair value of cash and cash equivalents, short-term debt, accounts receivable-net, and accounts payable approximate carrying value because of the short-term maturities of these instruments.
The fair value of long-term debt is estimated based on the quoted market prices for the same or similar issues. Long-term debt is categorized within 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.hierarchy. At June 30, 2023, the estimated fair value of Linde’s long-term debt portfolio was $12,689 million versus a carrying value of $14,472 million. At December 31, 2022, the estimated fair value of Linde’s long-term debt portfolio was $11,344$11,994 million versus a carrying value of $12,828 million. At December 31, 2021, the estimated fair value of Linde’s long-term debt portfolio was $13,219 million versus a carrying value of $13,044$13,797 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.
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 June 30, | | Six Months Ended June 30, | | Quarter Ended June 30, | | Six Months Ended June 30, |
| | 2022 | | 2021 | | 2022 | | 2021 | | 2023 | | 2022 | | 2023 | | 2022 |
Numerator (Millions of dollars) | Numerator (Millions of dollars) | | | | | | | | Numerator (Millions of dollars) | | | | | | | |
Income from continuing operations | $ | 372 | | | $ | 840 | | | $ | 1,546 | | | $ | 1,819 | | |
Income from discontinued operations | — | | | 1 | | | $ | — | | | 2 | | |
| Net Income – Linde plc | Net Income – Linde plc | $ | 372 | | | $ | 841 | | | $ | 1,546 | | | $ | 1,821 | | Net Income – Linde plc | $ | 1,575 | | | $ | 372 | | | $ | 3,091 | | | $ | 1,546 | |
Denominator (Thousands of shares) | Denominator (Thousands of shares) | | | | | | | | Denominator (Thousands of shares) | | | | | | | |
Weighted average shares outstanding | Weighted average shares outstanding | 500,535 | | | 518,552 | | | 503,626 | | | 520,314 | | Weighted average shares outstanding | 489,061 | | | 500,535 | | | 490,201 | | | 503,626 | |
Shares earned and issuable under compensation plans | Shares earned and issuable under compensation plans | 499 | | | 398 | | | 467 | | | 377 | | Shares earned and issuable under compensation plans | 557 | | | 499 | | | 526 | | | 467 | |
Weighted average shares used in basic earnings per share | Weighted average shares used in basic earnings per share | 501,034 | | | 518,950 | | | 504,093 | | | 520,691 | | Weighted average shares used in basic earnings per share | 489,618 | | | 501,034 | | | 490,727 | | | 504,093 | |
Effect of dilutive securities | Effect of dilutive securities | | Effect of dilutive securities | |
Stock options and awards | Stock options and awards | 4,235 | | | 4,773 | | | 4,339 | | | 4,689 | | Stock options and awards | 3,931 | | | 4,235 | | | 3,958 | | | 4,339 | |
Weighted average shares used in diluted earnings per share | Weighted average shares used in diluted earnings per share | 505,269 | | | 523,723 | | | 508,432 | | | 525,380 | | Weighted average shares used in diluted earnings per share | 493,549 | | | 505,269 | | | 494,685 | | | 508,432 | |
Basic earnings per share from continuing operations | $ | 0.74 | | | $ | 1.62 | | | $ | 3.07 | | | $ | 3.49 | | |
Basic earnings per share from discontinued operations | — | | | — | | | $ | — | | | $ | — | | |
| Basic Earnings Per Share | Basic Earnings Per Share | $ | 0.74 | | | $ | 1.62 | | | $ | 3.07 | | | $ | 3.49 | | Basic Earnings Per Share | $ | 3.22 | | | $ | 0.74 | | | $ | 6.30 | | | $ | 3.07 | |
Diluted earnings per share from continuing operations | $ | 0.74 | | | $ | 1.60 | | | $ | 3.04 | | | $ | 3.46 | | |
Diluted earnings per share from discontinued operations | — | | | — | | | $ | — | | | $ | — | | |
| Diluted Earnings Per Share | Diluted Earnings Per Share | $ | 0.74 | | | $ | 1.60 | | | $ | 3.04 | | | $ | 3.46 | | Diluted Earnings Per Share | $ | 3.19 | | | $ | 0.74 | | | $ | 6.25 | | | $ | 3.04 | |
There were no antidilutive shares for any period presented.
8. Retirement Programs
The components of net pension and postretirement benefits other than pensions (“OPEB”) costs for the quarter and six months ended June 30, 20222023 and 20212022 are shown below:
| | | Quarter Ended June 30, | | Six Months Ended June 30, | | Quarter Ended June 30, | | Six Months Ended June 30, |
| (Millions of dollars) | (Millions of dollars) | 2022 | | 2021 | | 2022 | | 2021 | (Millions of dollars) | 2023 | | 2022 | | 2023 | | 2022 |
Amount recognized in Operating Profit | Amount recognized in Operating Profit | | | | | | | | Amount recognized in Operating Profit | | | | | | | |
Service cost | Service cost | $ | 32 | | | $ | 39 | | | $ | 65 | | | $ | 79 | | Service cost | $ | 21 | | | $ | 32 | | | $ | 42 | | | $ | 65 | |
Amount recognized in Net pension and OPEB cost (benefit), excluding service cost | Amount recognized in Net pension and OPEB cost (benefit), excluding service cost | | Amount recognized in Net pension and OPEB cost (benefit), excluding service cost | |
Interest cost | Interest cost | 51 | | | 38 | | | 104 | | | 77 | | Interest cost | 94 | | | 51 | | | 186 | | | 104 | |
Expected return on plan assets | Expected return on plan assets | (132) | | | (131) | | | (268) | | | (262) | | Expected return on plan assets | (131) | | | (132) | | | (260) | | | (268) | |
Net amortization and deferral | Net amortization and deferral | 19 | | | 44 | | | 38 | | | 87 | | Net amortization and deferral | (8) | | | 19 | | | (16) | | | 38 | |
| | | (62) | | | (49) | | | (126) | | | (98) | | | (45) | | | (62) | | | (90) | | | (126) | |
| Net periodic benefit cost (benefit) | Net periodic benefit cost (benefit) | $ | (30) | | | $ | (10) | | | $ | (61) | | | $ | (19) | | Net periodic benefit cost (benefit) | $ | (24) | | | $ | (30) | | | $ | (48) | | | $ | (61) | |
Components of net periodic benefit expense for other post-retirement plans for the quarter and six months ended June 30, 20222023 and 20212022 were not material.
Linde estimates that 20222023 required contributions to its pension plans will be in the range of $40approximately $40 million to $50$50 million, of which $19$25 million have been made through June 30, 2022.2023.
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 20212022 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 June 30, 20222023, 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.matters. The total estimated exposure relating to such claims, including interest and penalties, as appropriate, is approximately $215$120 million. Linde has not recorded any liabilities related to such claims based on management judgments, after considering judgmentsjudgment and opinions of outside counsel.
During the first quarter of 2023, the Brazilian Supreme Court issued a decision related to a federal tax matter that the company previously disclosed as a contingency in Note 17 to the consolidated financial statements of Linde’s 2022 Annual report on Form 10-K. As a result of this decision, the company recorded a reserve based on its best estimate of potential settlement (see Note 2). 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 5five industrial gas companies in Brazil and imposed fines. Originally, CADE imposed a civil fine of $2.2R$2.2 billion Brazilian reais ($419460 million) on White Martins, the Brazil-based subsidiary of Linde Inc. The fine was reduced to $1.7R$1.7 billion Brazilian reais ($323355 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 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 $237R$237 million Brazilian reais ($4550 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 $188R$188 million Brazilian reais ($3639 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 which was denied. In parallel, CADE filed (i) an appeal with the Supreme Court of Justice, which was denied, and (ii) a subsequent appeal to a panel of the Supreme Court of Justice where 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.
•On December 30, 2022, the Russian Arbitration Court of the St. Petersburg and Leningrad Region issued an injunction preventing (i) the sale of any shares in Linde’s subsidiaries and joint ventures in Russia, and (ii) the disposal of any of assets in those entities exceeding 5% of the relevant company’s overall asset value. The injunction is not expected to have any impact on the operations of Linde’s Russian businesses. The injunction was requested by RusChemAlliance (RCA) as a preliminary measure to secure payment of an eventual award under an arbitration proceeding RCA intended to file against Linde Engineering for alleged breach of contract under the agreement to build a gas processing plant in Ust Luga, Russia entered into between a consortium of Linde Engineering and Renaissance Heavy Industries LLC, and RCA on July 7, 2021. Performance of the agreement was lawfully suspended by Linde Engineering on May 27, 2022 in compliance with applicable sanctions and in accordance with a decision by the sanctions authority in Germany. On March 1, 2023, RCA filed a claim in St. Petersburg against Linde GmbH for recovery of advance payments under the agreement ("Russian Claim"). On March 4, 2023, in accordance with the dispute resolution provisions of the agreement, Linde GmbH filed a notice of arbitration with the Hong Kong International Arbitration Centre ("HKIAC") against RCA to claim that (i) RCA has no entitlement to payment, (ii) RCA’s Russian claim is in breach of the arbitration agreement, and (iii) RCA must compensate Linde for the losses and damages caused by the injunction. Additionally, Linde GmbH filed for and on March 17, 2023 obtained an anti-suit injunction from a Hong Kong court against RCA directing RCA to seek a stay of the Russian Claim and ordering it to resolve any disputes in accordance with HKIAC arbitration. Despite the anti-suit injunction obtained by Linde, the proceeding in St. Petersburg has not been stayed and RCA is continuing to pursue its claim in Russia. We cannot estimate timing of resolution of the parallel proceedings in Russia and Hong Kong.
As of June 30, 2023, Linde had approximately $1.2 billion of advance payments recorded in contract liabilities related to engineering projects with RCA which are subject to sanctions and have been suspended accordingly as of May 27, 2022. Contract liabilities are typically recognized as revenue as performance obligations are satisfied under contract terms. Linde deconsolidated its Russian gas and engineering business entities as of June 30, 2022, and the remaining investment value of its Russia subsidiaries is immaterial. As such, the obligation to satisfy any residual contract liabilities is not expected to have an adverse impact on earnings, but may result in net cash outflows.
It is difficult to estimate the timing of resolution of this matter. The company intends to vigorously defend its interests in both the injunction and arbitration proceedings.
10. Segments
For a description of Linde plc's operating segments, refer to Note 18 to the consolidated financial statements on Linde plc's 20212022 Annual Report on Form 10-K.
The table below presents sales and operating profit information about reportable segments and Other for the quarter and six months ended June 30, 20222023 and 2021.2022.
| | | Quarter Ended June 30, | | Six Months Ended June 30, | | Quarter Ended June 30, | | Six Months Ended June 30, |
(Millions of dollars) | (Millions of dollars) | 2022 | | 2021 | | 2022 | | 2021 | (Millions of dollars) | 2023 | | 2022 | | 2023 | | 2022 |
SALES(a) | SALES(a) | | | | | | | | SALES(a) | | | | | | | |
Americas | Americas | $ | 3,518 | | | $ | 3,020 | | | $ | 6,759 | | | $ | 5,860 | | Americas | $ | 3,541 | | | $ | 3,518 | | | $ | 7,092 | | | $ | 6,759 | |
EMEA | EMEA | 2,144 | | | 1,875 | | | 4,292 | | | 3,674 | | EMEA | 2,160 | | | 2,144 | | | 4,337 | | | 4,292 | |
APAC | APAC | 1,651 | | | 1,544 | | | 3,253 | | | 2,980 | | APAC | 1,683 | | | 1,651 | | | 3,281 | | | 3,253 | |
Engineering | Engineering | 644 | | | 646 | | | 1,372 | | | 1,320 | | Engineering | 495 | | | 644 | | | 1,035 | | | 1,372 | |
Other | Other | 500 | | | 499 | | | 992 | | | 993 | | Other | 325 | | | 500 | | | 652 | | | 992 | |
| Total sales | Total sales | $ | 8,457 | | | $ | 7,584 | | | $ | 16,668 | | | $ | 14,827 | | Total sales | $ | 8,204 | | | $ | 8,457 | | | $ | 16,397 | | | $ | 16,668 | |
| | | Quarter Ended June 30, | | Six Months Ended June 30, | | Quarter Ended June 30, | | Six Months Ended June 30, |
(Millions of dollars) | (Millions of dollars) | 2022 | | 2021 | | 2022 | | 2021 | (Millions of dollars) | 2023 | | 2022 | | 2023 | | 2022 |
SEGMENT OPERATING PROFIT | SEGMENT OPERATING PROFIT | | | | | | | | SEGMENT OPERATING PROFIT | | | | | | | |
Americas | Americas | $ | 910 | | | $ | 871 | | | $ | 1,814 | | | $ | 1,666 | | Americas | $ | 1,070 | | | $ | 910 | | | $ | 2,095 | | | $ | 1,814 | |
EMEA | EMEA | 536 | | | 487 | | | 1,039 | | | 938 | | EMEA | 630 | | | 536 | | | 1,237 | | | 1,039 | |
APAC | APAC | 426 | | | 389 | | | 825 | | | 740 | | APAC | 472 | | | 426 | | | 895 | | | 825 | |
Engineering | Engineering | 105 | | | 108 | | | 248 | | | 217 | | Engineering | 107 | | | 105 | | | 256 | | | 248 | |
Other | Other | 11 | | | (18) | | | (33) | | | (36) | | Other | 7 | | | 11 | | | 9 | | | (33) | |
Segment operating profit | Segment operating profit | 1,988 | | | 1,837 | | | 3,893 | | | 3,525 | | Segment operating profit | 2,286 | | | 1,988 | | | 4,492 | | | 3,893 | |
Russia-Ukraine conflict and other charges (Note 2) | (993) | | | (204) | | | (989) | | | (196) | | |
Other charges (Note 2) | | Other charges (Note 2) | (22) | | | (993) | | | (40) | | | (989) | |
| Purchase accounting impacts - Linde AG | Purchase accounting impacts - Linde AG | (406) | | | (491) | | | (835) | | | (974) | | Purchase accounting impacts - Linde AG | (253) | | | (406) | | | (508) | | | (835) | |
Total operating profit | Total operating profit | $ | 589 | | | $ | 1,142 | | | $ | 2,069 | | | $ | 2,355 | | Total operating profit | $ | 2,011 | | | $ | 589 | | | $ | 3,944 | | | $ | 2,069 | |
(a)Sales reflect external sales only. Intersegment sales, primarily from Engineering to the industrial gases segments, were $246$335 million and $477$629 million for the quarter and six months ended June 30, 2022,2023, respectively, and $234$246 million and $423$477 million for the respective 20212022 periods.
11. Equity
Equity
On March 1, 2023, in connection with the shareholder approved intercompany reorganization that resulted in the delisting of old Linde plc from the New York Stock Exchange (NYSE) and the Frankfurt Stock Exchange (FSE), and the subsequent relisting of new Linde plc to the NYSE, Linde shareholders automatically received one share of the new holding company, listed on the NYSE in exchange for each share of Linde plc that was previously owned. The company issued 490,766,972 new Linde shares. Linde plc's historical treasury shares were immediately canceled which resulted in an approximately $15 billion decrease in treasury shares and retained earnings in Shareholders' Equity.
A summary of the changes in total equity for the quarter and six months ended June 30, 20222023 and 20212022 is provided below:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Quarter Ended June 30, |
(Millions of dollars) | 2022 | | 2021 |
Activity | Linde plc Shareholders’ Equity | | Noncontrolling Interests | | Total Equity | | Linde plc Shareholders’ Equity | | Noncontrolling Interests | | Total Equity |
Balance, beginning of period | $ | 42,963 | | | $ | 1,414 | | | $ | 44,377 | | | $ | 46,210 | | | $ | 1,410 | | | $ | 47,620 | |
Net income (a) | 372 | | | 38 | | | 410 | | | 841 | | | 36 | | | 877 | |
Other comprehensive income (loss) | (1,528) | | | (17) | | | (1,545) | | | 437 | | | 9 | | | 446 | |
Noncontrolling interests: | | | | | | | | | | | |
Additions (reductions) (b) | — | | | (53) | | | (53) | | | — | | | 7 | | | 7 | |
Dividends and other capital changes | — | | | (29) | | | (29) | | | — | | | (24) | | | (24) | |
| | | | | | | | | | | |
Dividends to Linde plc ordinary share holders ($1.17 per share in 2022 and $1.06 per share in 2021) | (585) | | | — | | | (585) | | | (549) | | | — | | | (549) | |
Issuances of ordinary shares: | | | | | | | | | | | |
| | | | | | | | | | | |
For employee savings and incentive plans | 7 | | | — | | | 7 | | | (9) | | | — | | | (9) | |
| | | | | | | | | | | |
Purchases of ordinary shares | (1,572) | | | — | | | (1,572) | | | (1,187) | | | — | | | (1,187) | |
| | | | | | | | | | | |
Share-based compensation | 17 | | | — | | | 17 | | | 34 | | | — | | | 34 | |
Balance, end of period | $ | 39,674 | | | $ | 1,353 | | | $ | 41,027 | | | $ | 45,777 | | | $ | 1,438 | | | $ | 47,215 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Quarter Ended June 30, |
(Millions of dollars) | 2023 | | 2022 |
Activity | Linde plc Shareholders’ Equity | | Noncontrolling Interests | | Total Equity | | Linde plc Shareholders’ Equity | | Noncontrolling Interests | | Total Equity |
Balance, beginning of period | $ | 39,970 | | | $ | 1,353 | | | $ | 41,323 | | | $ | 42,963 | | | $ | 1,414 | | | $ | 44,377 | |
Net income (a) | 1,575 | | | 37 | | | 1,612 | | | 372 | | | 38 | | | 410 | |
Other comprehensive income (loss) | (89) | | | (23) | | | (112) | | | (1,528) | | | (17) | | | (1,545) | |
Noncontrolling interests: | | | | | | | | | | | |
Additions (reductions) | (11) | | | (7) | | | (18) | | | — | | | (53) | | | (53) | |
Dividends and other capital changes | — | | | (36) | | | (36) | | | — | | | (29) | | | (29) | |
| | | | | | | | | | | |
Dividends to Linde plc ordinary share holders ($1.275 per share in 2023 and $1.17 per share in 2022) | (623) | | | — | | | (623) | | | (585) | | | — | | | (585) | |
Issuances of ordinary shares: | | | | | | | | | | | |
| | | | | | | | | | | |
For employee savings and incentive plans | (35) | | | — | | | (35) | | | 7 | | | — | | | 7 | |
| | | | | | | | | | | |
Purchases of ordinary shares | (912) | | | — | | | (912) | | | (1,572) | | | — | | | (1,572) | |
| | | | | | | | | | | |
Share-based compensation | 36 | | | — | | | 36 | | | 17 | | | — | | | 17 | |
Balance, end of period | $ | 39,911 | | | $ | 1,324 | | | $ | 41,235 | | | $ | 39,674 | | | $ | 1,353 | | | $ | 41,027 | |
| | | Six Months Ended June 30, | | Six Months Ended June 30, |
(Millions of dollars) | (Millions of dollars) | 2022 | | 2021 | (Millions of dollars) | 2023 | | 2022 |
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 | $ | 44,035 | | | $ | 1,393 | | | $ | 45,428 | | | $ | 47,317 | | | $ | 2,252 | | | $ | 49,569 | | Balance, beginning of period | $ | 40,028 | | | $ | 1,346 | | | $ | 41,374 | | | $ | 44,035 | | | $ | 1,393 | | | $ | 45,428 | |
Net income (a) | Net income (a) | 1,546 | | | 74 | | | 1,620 | | | 1,821 | | | 74 | | | 1,895 | | Net income (a) | 3,091 | | | 73 | | | 3,164 | | | 1,546 | | | 74 | | | 1,620 | |
Other comprehensive income (loss) | Other comprehensive income (loss) | (1,418) | | | (29) | | | (1,447) | | | (218) | | | 3 | | | (215) | | Other comprehensive income (loss) | (117) | | | (25) | | | (142) | | | (1,418) | | | (29) | | | (1,447) | |
Noncontrolling interests: | Noncontrolling interests: | | Noncontrolling interests: | |
Additions (reductions) (b) | Additions (reductions) (b) | — | | | (49) | | | (49) | | | — | | | (846) | | | (846) | | Additions (reductions) (b) | (11) | | | (5) | | | (16) | | | — | | | (49) | | | (49) | |
Dividends and other capital changes | Dividends and other capital changes | — | | | (36) | | | (36) | | | — | | | (45) | | | (45) | | Dividends and other capital changes | — | | | (65) | | | (65) | | | — | | | (36) | | | (36) | |
| Dividends to Linde plc ordinary share holders ($2.34 per share in 2022 and $2.12 per share in 2021) | (1,177) | | | — | | | (1,177) | | | (1,102) | | | — | | | (1,102) | | |
Dividends to Linde plc ordinary share holders ($2.55 per share in 2023 and $2.34 per share in 2022) | | Dividends to Linde plc ordinary share holders ($2.55 per share in 2023 and $2.34 per share in 2022) | (1,246) | | | — | | | (1,246) | | | (1,177) | | | — | | | (1,177) | |
Issuances of ordinary shares: | Issuances of ordinary shares: | | Issuances of ordinary shares: | |
| For employee savings and incentive plans | For employee savings and incentive plans | (39) | | | — | | | (39) | | | (11) | | | — | | | (11) | | For employee savings and incentive plans | (98) | | | — | | | (98) | | | (39) | | | — | | | (39) | |
| Purchases of ordinary shares | Purchases of ordinary shares | (3,324) | | | — | | | (3,324) | | | (2,093) | | | — | | | (2,093) | | Purchases of ordinary shares | (1,802) | | | — | | | (1,802) | | | (3,324) | | | — | | | (3,324) | |
| Share-based compensation | Share-based compensation | 51 | | | — | | | 51 | | | 63 | | | — | | | 63 | | Share-based compensation | 66 | | | — | | | 66 | | | 51 | | | — | | | 51 | |
Balance, end of period | Balance, end of period | $ | 39,674 | | | $ | 1,353 | | | $ | 41,027 | | | $ | 45,777 | | | $ | 1,438 | | | $ | 47,215 | | Balance, end of period | $ | 39,911 | | | $ | 1,324 | | | $ | 41,235 | | | $ | 39,674 | | | $ | 1,353 | | | $ | 41,027 | |
(a) Net income for noncontrolling interests excludes net income related to redeemable noncontrolling interests which is not significant for the quarter and six months ended June 30, 20222023 and 20212022 and which is not part of total equity.
(b) Additions (reductions) for noncontrolling interests for the quarter and six months ended June 30, 2022 includes the impact of deconsolidating the company's Russian gas and engineering business entities (refer to Note 2). Additions (reductions) for noncontrolling interests for the six months ended June 30, 2021 includes the impact from the deconsolidation of a joint venture with operations in APAC.
The components of AOCIAccumulated other comprehensive income (loss) are as follows:
| | | June 30, | | December 31, | | June 30, | | December 31, |
(Millions of dollars) | (Millions of dollars) | 2022 | | 2021 | (Millions of dollars) | 2023 | | 2022 |
Cumulative translation adjustment - net of taxes: | Cumulative translation adjustment - net of taxes: | | | | Cumulative translation adjustment - net of taxes: | | | |
Americas | Americas | $ | (3,928) | | | $ | (3,985) | | Americas | $ | (3,572) | | | $ | (3,942) | |
EMEA | EMEA | (1,384) | | | 94 | | EMEA | (881) | | | (1,249) | |
APAC | APAC | (683) | | | 154 | | APAC | (1,238) | | | (835) | |
Engineering | Engineering | (338) | | | 24 | | Engineering | (165) | | | (241) | |
Other | Other | 718 | | | (280) | | Other | 231 | | | 483 | |
| | (5,615) | | | (3,993) | | | (5,625) | | | (5,784) | |
Derivatives - net of taxes | Derivatives - net of taxes | 147 | | | 75 | | Derivatives - net of taxes | (9) | | | 62 | |
| Pension / OPEB (net of $276 million and $305 million tax benefit in June 30, 2022 and December 31, 2021, respectively) | (998) | | | (1,130) | | |
Pension / OPEB (net of $11 million tax benefit and $54 million tax obligation at June 30, 2023 and December 31, 2022, respectively) | | Pension / OPEB (net of $11 million tax benefit and $54 million tax obligation at June 30, 2023 and December 31, 2022, respectively) | (265) | | | (60) | |
| | $ | (6,466) | | | $ | (5,048) | | | $ | (5,899) | | | $ | (5,782) | |
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, chemicals and energy, manufacturing, metals and mining, food and beverage, and electronics.
Industrial Gases
Within each of the company’s geographic segments for industrial gases, there are three basic distribution methods: (i) on-site or tonnage; (ii) merchant or bulk liquid; and (iii) packaged or cylinder gases. The distribution method used by Linde to supply a customer is determined by many factors, including the customer’s volume requirements and location. The distribution method generally determines the contract terms with the customer and, accordingly, the revenue recognition accounting practices. Linde's primary products in its industrial gases business are atmospheric gases (oxygen, nitrogen, argon, rare gases) and process gases (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
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-yearseven-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-yearthree-year supply contracts and purchase orders and do not contain minimum purchase requirements or volume commitments.
The company’s performance obligations related to packaged gases are satisfied at a point in time. Accordingly, revenue is recognized when product is delivered to the customer or when the customer picks up product from a packaged gas facility or
retail store and the company has the right to payment from the customer in accordance with the contract terms. 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. ContractChanges to cost estimates and contract modifications are typically accounted for as part of the existing contract and are recognized as a cumulative adjustmentadjustments 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 $78$156 million and $134$124 million at June 30, 20222023 and December 31, 2021,2022, respectively. Total contract liabilities are $3,806$4,196 million at June 30, 20222023 (current of $2,933$3,246 million and $873$950 million within other long-term liabilities in the condensed consolidated balance sheets). As of June 30, 20222023, Linde has approximately $1.9$1.7 billion recorded in contract liabilities related to engineering projects in Russia subject to sanctions in Russia.sanctions. Total contract liabilities were $3,699$3,986 million at December 31, 20212022 (current contract liabilities of $2,940$3,073 million and $759$913 million inwithin other long-term liabilities in the condensed consolidated balance sheets). Revenue recognized for the six months ended June 30, 20222023 that was included in the contract liability at December 31, 20212022 was $913$568 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 1819 to Linde plc's 20212022 Annual Report on Form 10-K, the company manages its industrial gases business on a geographic basis, while the Engineering and Other businesses are generally managed on a global basis.
Furthermore, the company believes that reporting sales by distribution method by reportable geographic segment best illustrates the nature, timing, type of customer, and contract terms for its revenues, including terms and pricing.
The following tables show sales by distribution method at the consolidated level and for each reportable segment and Other for the quarter and six months ended June 30, 20222023 and June 30, 2021.2022.
| | | | | | | | | | | | | | | | | | | | | | | |
(Millions of dollars) | Quarter Ended June 30, 2023 |
Sales | Americas | EMEA | APAC | Engineering | Other | Total | % |
| | | | | | | |
Merchant | $ | 1,094 | | $ | 704 | | $ | 570 | | $ | — | | $ | 53 | | $ | 2,421 | | 30 | % |
On-Site | 756 | | 493 | | 677 | | — | | — | | 1,926 | | 23 | % |
Packaged Gas | 1,638 | | 946 | | 366 | | — | | 12 | | 2,962 | | 36 | % |
Other | 53 | | 17 | | 70 | | 495 | | 260 | | 895 | | 11 | % |
Total | $ | 3,541 | | $ | 2,160 | | $ | 1,683 | | $ | 495 | | $ | 325 | | $ | 8,204 | | 100 | % |
|
| | | | | | | | | | | | | | | | | | | | | | | |
(Millions of dollars) | Quarter Ended June 30, 2022 |
Sales | Americas | EMEA | APAC | Engineering | Other | Total | % |
| | | | | | | |
Merchant | $ | 941 | | $ | 634 | | $ | 562 | | $ | — | | $ | 40 | | $ | 2,177 | | 26 | % |
On-Site | 1,049 | | 610 | | 631 | | — | | — | | 2,290 | | 27 | % |
Packaged Gas | 1,473 | | 884 | | 389 | | — | | 9 | | 2,755 | | 33 | % |
Other | 55 | | 16 | | 69 | | 644 | | 451 | | 1,235 | | 15 | % |
Total | $ | 3,518 | | $ | 2,144 | | $ | 1,651 | | $ | 644 | | $ | 500 | | $ | 8,457 | | 100 | % |
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(Millions of dollars) | Quarter Ended June 30, 2021 |
Sales | Americas | EMEA | APAC | Engineering | Other | Total | % |
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Merchant | $ | 821 | | $ | 556 | | $ | 551 | | $ | — | | $ | 43 | | $ | 1,971 | | 26 | % |
On-Site | 774 | | 396 | | 582 | | — | | — | | 1,752 | | 23 | % |
Packaged Gas | 1,369 | | 912 | | 392 | | — | | 6 | | 2,679 | | 35 | % |
Other | 56 | | 11 | | 19 | | 646 | | 450 | | 1,182 | | 16 | % |
Total | $ | 3,020 | | $ | 1,875 | | $ | 1,544 | | $ | 646 | | $ | 499 | | $ | 7,584 | | 100 | % |
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| (Millions of dollars) | (Millions of dollars) | Six Months Ended June 30, 2022 | (Millions of dollars) | Six Months Ended June 30, 2023 |
Sales | Sales | Americas | EMEA | APAC | Engineering | Other | Total | % | Sales | Americas | EMEA | APAC | Engineering | Other | Total | % |
| Merchant | Merchant | $ | 1,815 | | $ | 1,248 | | $ | 1,078 | | $ | — | | $ | 79 | | $ | 4,220 | | 25 | % | Merchant | $ | 2,137 | | $ | 1,404 | | $ | 1,122 | | $ | — | | $ | 108 | | $ | 4,771 | | 29 | % |
On-Site | On-Site | 1,931 | | 1,241 | | 1,286 | | — | | — | | 4,458 | | 27 | % | On-Site | 1,560 | | 1,031 | | 1,321 | | — | | — | | 3,912 | | 24 | % |
Packaged Gas | Packaged Gas | 2,906 | | 1,775 | | 750 | | — | | 16 | | 5,447 | | 33 | % | Packaged Gas | 3,276 | | 1,874 | | 721 | | — | | 32 | | 5,903 | | 36 | % |
Other | Other | 107 | | 28 | | 139 | | 1,372 | | 897 | | 2,543 | | 15 | % | Other | 119 | | 28 | | 117 | | 1,035 | | 512 | | 1,811 | | 11 | % |
Total | Total | $ | 6,759 | | $ | 4,292 | | $ | 3,253 | | $ | 1,372 | | $ | 992 | | $ | 16,668 | | 100 | % | Total | $ | 7,092 | | $ | 4,337 | | $ | 3,281 | | $ | 1,035 | | $ | 652 | | $ | 16,397 | | 100 | % |
| (Millions of dollars) | (Millions of dollars) | Six Months Ended June 30, 2021 | (Millions of dollars) | Six Months Ended June 30, 2022 |
Sales | Sales | Americas | EMEA | APAC | Engineering | Other | Total | % | Sales | Americas | EMEA | APAC | Engineering | Other | Total | % |
| Merchant | Merchant | $ | 1,592 | | $ | 1,087 | | $ | 1,035 | | $ | — | | $ | 95 | | $ | 3,809 | | 26 | % | Merchant | $ | 1,815 | | $ | 1,248 | | $ | 1,078 | | $ | — | | $ | 79 | | $ | 4,220 | | 25 | % |
On-Site | On-Site | 1,463 | | 788 | | 1,134 | | — | | — | | 3,385 | | 23 | % | On-Site | 1,931 | | 1,241 | | 1,286 | | — | | — | | 4,458 | | 27 | % |
Packaged Gas | Packaged Gas | 2,701 | | 1,772 | | 753 | | — | | 12 | | 5,238 | | 35 | % | Packaged Gas | 2,906 | | 1,775 | | 750 | | — | | 16 | | 5,447 | | 33 | % |
Other | Other | 104 | | 27 | | 58 | | 1,320 | | 886 | | 2,395 | | 16 | % | Other | 107 | | 28 | | 139 | | 1,372 | | 897 | | 2,543 | | 15 | % |
Total | Total | $ | 5,860 | | $ | 3,674 | | $ | 2,980 | | $ | 1,320 | | $ | 993 | | $ | 14,827 | | 100 | % | Total | $ | 6,759 | | $ | 4,292 | | $ | 3,253 | | $ | 1,372 | | $ | 992 | | $ | 16,668 | | 100 | % |
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Remaining Performance Obligations
As described above, Linde's contracts with on-site customers are under long-term supply arrangements which generally require the customer to purchase their requirements from Linde and also have minimum purchase requirements. Additionally, plant sales from the Linde Engineering business are primarily contracted on a fixed price basis. The company estimates the consideration related to future minimum purchase requirements and plant sales was approximately $51$47 billion (excludes Russian projects which are impacted by sanctions, refer to footnote 2)sanctions). This amount excludes all on-site sales above minimum purchase requirements, which can be significant depending on customer needs. In the future, actual amounts will be different due to impacts from several factors, many of which are beyond the company’s control including, but not limited to, timing of newly signed, terminated and renewed contracts, inflationary price escalations, currency exchange rates, and pass-through costs related to natural gas and electricity. The actual duration of long-term supply contracts ranges up to 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.
13. Business Acquisition
Acquisition of nexAir, LLC
On January 5, 2023, Linde completed the acquisition of nexAir, LLC, a gas distribution and welding supply company in the United States, in order to further expand the company’s geographic footprint into different regions. Prior to completion of the acquisition, Linde held a 23% interest in nexAir, LLC. Pursuant to a signed purchase agreement between Linde and nexAir, LLC, Linde purchased the remaining 77% ownership interest in an all cash transaction with a total purchase price of $859 million, or $804 million net of cash acquired. The fair value of Linde’s equity interest in nexAir, LLC immediately preceding the acquisition date was $183 million, which resulted in a gain on remeasurement of the company’s previously held equity interest which was not material; this gain is recorded within “Other income (expenses) – net” on the consolidated statements of income.
Preliminary Allocation of Purchase Price
The acquisition of nexAir, LLC was accounted for as a business combination. Following the acquisition date, 100% of nexAir, LLC's results were consolidated in the Americas business segment. Linde's three and six months ended June 30, 2023 consolidated income statement includes sales of $101 million and $204 million, respectively, related to nexAir, LLC. Pro forma results for 2022 have not been included as the remaining thereafter.impact of the acquisition is not material to the consolidated statements of income.
The company has estimated the preliminary fair value of net assets acquired based on information currently available and will continue to adjust those estimates as additional information becomes available. The following table summarizes the fair value of identifiable assets acquired and liabilities assumed in the acquisition of nexAir, LLC as of the acquisition date.
| | | | | |
(Millions of dollars) | January 5, 2023 |
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Assets: | |
Cash and cash equivalents | $ | 55 | |
Other current assets - net | 48 |
Property, plant and equipment, net | 241 |
Other intangible assets - net | 245 |
Other long-term liabilities - net | (5) | |
Total identifiable net assets | $ | 584 | |
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Goodwill | $ | 458 | |
Fair value of previously held equity interest | $ | 183 | |
Total purchase price | $ | 859 | |
13. Subsequent EventsnexAir, LLC’s assets and liabilities were measured at estimated fair values at January 5, 2023. Estimates of fair value represent management's best estimate of assumptions about future events and uncertainties, including significant judgments related to future cash flows (sales, costs, customer attrition rates, and contributory asset charges), discount rates, competitive trends, and market comparables. Inputs used were generally obtained from historical data supplemented by current and anticipated market conditions and growth rates.
In July 2022 Linde signedThe fair value of the previously held equity interest was based upon a purchase price valuation (excluding debt) multiplied by the company’s previously held ownership interest adjusted by a discount for lack of marketability. The fair value of property, plant & equipment, net is based on assumptions that market participants would use in pricing an agreementasset, based on the most advantageous market for the sale ofasset (i.e., its GIST business. Underhighest and best use). The cost approach, adjusted for the termsage and condition of the agreement,property, plant and equipment, was used to estimate fair value.
Identifiable intangible assets primarily consist of customer relationships of approximately $245 million that will be amortized over their estimated useful life of 20 years. The fair value of the agreed sale price is approximately $275customer relationships intangible asset was valued using a multi-period excess earnings method, a form of the income approach, which incorporates the estimated future cash flows to be generated from nexAir, LLC's existing customer base. There were no indefinite-lived intangible assets identified in conjunction with the acquisition.
The excess of the consideration for the acquisition over the preliminary fair value of net assets acquired was recorded as goodwill. The acquisition resulted in $458 million plus potential additional earnouts. The divestment of this non-core businessgoodwill, the majority of which is expected to be completed indeductible for tax purposes. The goodwill balance is primarily attributable to the second halfassembled workforce and operating synergies expected to result from the acquisition. The goodwill recorded as a result of 2022, pending regulatory approvals.
the acquisition was allocated to the Americas reportable segment, which represents the reportable segment anticipated to experience operating synergies as a result of the acquisition.
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 otherOther charges, net gains or losses 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."
Consolidated Results
The following table provides summary information for the quarters and six months ended June 30, 20222023 and 2021.2022. 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 June 30, | | Six Months Ended June 30, | | | Quarter Ended June 30, | | Six Months Ended June 30, | |
(Millions of dollars, except per share data) | (Millions of dollars, except per share data) | 2022 | | 2021 | | Variance | | 2022 | | 2021 | | Variance | | (Millions of dollars, except per share data) | 2023 | | 2022 | | Variance | | 2023 | | 2022 | | Variance | |
Sales | Sales | $ | 8,457 | | | $ | 7,584 | | | 12 | % | | $ | 16,668 | | | $ | 14,827 | | | 12 | % | | Sales | $ | 8,204 | | | $ | 8,457 | | | (3) | % | | $ | 16,397 | | | $ | 16,668 | | | (2) | % | |
Cost of sales, exclusive of depreciation and amortization | Cost of sales, exclusive of depreciation and amortization | $ | 4,940 | | | $ | 4,194 | | | 18 | % | | $ | 9,738 | | | $ | 8,248 | | | 18 | % | | Cost of sales, exclusive of depreciation and amortization | $ | 4,316 | | | $ | 4,940 | | | (13) | % | | $ | 8,747 | | | $ | 9,738 | | | (10) | % | |
As a percent of sales | As a percent of sales | 58.4 | % | | 55.3 | % | | 58.4 | % | | 55.6 | % | | | As a percent of sales | 52.6 | % | | 58.4 | % | | 53.3 | % | | 58.4 | % | | |
Selling, general and administrative | Selling, general and administrative | $ | 771 | | | $ | 822 | | | (6) | % | | $ | 1,573 | | | $ | 1,609 | | | (2) | % | | Selling, general and administrative | $ | 833 | | | $ | 771 | | | 8 | % | | $ | 1,655 | | | $ | 1,573 | | | 5 | % | |
As a percent of sales | As a percent of sales | 9.1 | % | | 10.8 | % | | 9.4 | % | | 10.9 | % | | | As a percent of sales | 10.2 | % | | 9.1 | % | | 10.1 | % | | 9.4 | % | | |
Depreciation and amortization | Depreciation and amortization | $ | 1,091 | | | $ | 1,171 | | | (7) | % | | $ | 2,203 | | | $ | 2,337 | | | (6) | % | | Depreciation and amortization | $ | 960 | | | $ | 1,091 | | | (12) | % | | $ | 1,908 | | | $ | 2,203 | | | (13) | % | |
Russia-Ukraine conflict and other charges (b) | $ | 993 | | | $ | 204 | | | 387 | % | | $ | 989 | | | $ | 196 | | | 405 | % | | |
| Other charges (b) | | Other charges (b) | $ | 22 | | | $ | 993 | | | (98) | % | | $ | 40 | | | $ | 989 | | | (96) | % | |
Other income (expense) - net | Other income (expense) - net | $ | (36) | | | $ | (17) | | | (112) | % | | $ | (24) | | | $ | (13) | | | (85) | % | | Other income (expense) - net | $ | (27) | | | $ | (36) | | | 25 | % | | $ | (32) | | | $ | (24) | | | (33) | % | |
Operating profit | Operating profit | $ | 589 | | | $ | 1,142 | | | (48) | % | | $ | 2,069 | | | $ | 2,355 | | | (12) | % | | Operating profit | $ | 2,011 | | | $ | 589 | | | 241 | % | | $ | 3,944 | | | $ | 2,069 | | | 91 | % | |
Operating margin | Operating margin | 7.0 | % | | 15.1 | % | | 12.4 | % | | 15.9 | % | | | Operating margin | 24.5 | % | | 7.0 | % | | 24.1 | % | | 12.4 | % | | |
Interest expense - net | Interest expense - net | $ | 5 | | | $ | 18 | | | (72) | % | | $ | 14 | | | $ | 38 | | | (63) | % | | Interest expense - net | $ | 52 | | | $ | 5 | | | 940 | % | | $ | 89 | | | $ | 14 | | | 536 | % | |
Net pension and OPEB cost (benefit), excluding service cost | Net pension and OPEB cost (benefit), excluding service cost | $ | (62) | | | $ | (49) | | | 27 | % | | $ | (126) | | | $ | (98) | | | 29 | % | | Net pension and OPEB cost (benefit), excluding service cost | $ | (45) | | | $ | (62) | | | (27) | % | | $ | (90) | | | $ | (126) | | | (29) | % | |
Effective tax rate | Effective tax rate | 44.3 | % | | 28.5 | % | | 30.0 | % | | 24.9 | % | | | Effective tax rate | 21.9 | % | | 44.3 | % | | 22.0 | % | | 30.0 | % | | |
Income from equity investments | Income from equity investments | $ | 50 | | | $ | 37 | | | 35 | % | | $ | 94 | | | $ | 80 | | | 18 | % | | Income from equity investments | $ | 46 | | | $ | 50 | | | (8) | % | | $ | 87 | | | $ | 94 | | | (7) | % | |
Noncontrolling interests from continuing operations | $ | (38) | | | $ | (36) | | | 6 | % | | $ | (74) | | | $ | (74) | | | — | % | | |
Income from continuing operations | $ | 372 | | | $ | 840 | | | (56) | % | | $ | 1,546 | | | $ | 1,819 | | | (15) | % | | |
Diluted earnings per share from continuing operations | $ | 0.74 | | | $ | 1.60 | | | (54) | % | | $ | 3.04 | | | $ | 3.46 | | | (12) | % | | |
Noncontrolling interests | | Noncontrolling interests | $ | (37) | | | $ | (38) | | | (3) | % | | $ | (73) | | | $ | (74) | | | (1) | % | |
Net Income – Linde plc | | Net Income – Linde plc | $ | 1,575 | | | $ | 372 | | | 323 | % | | $ | 3,091 | | | $ | 1,546 | | | 100 | % | |
Diluted earnings per share | | Diluted earnings per share | $ | 3.19 | | | $ | 0.74 | | | 331 | % | | $ | 6.25 | | | $ | 3.04 | | | 106 | % | |
Diluted shares outstanding | Diluted shares outstanding | 505,269 | | | 523,723 | | | (4) | % | | 508,432 | | | 525,380 | | | (3) | % | | Diluted shares outstanding | 493,549 | | | 505,269 | | | (2) | % | | 494,685 | | | 508,432 | | | (3) | % | |
Number of employees | Number of employees | 72,438 | | | 71,736 | | | 1 | % | | 72,438 | | | 71,736 | | | 1 | % | | Number of employees | 66,270 | | | 72,438 | | | (9) | % | | 66,270 | | | 72,438 | | | (9) | % | |
Adjusted Amounts (a) | Adjusted Amounts (a) | | | Adjusted Amounts (a) | | |
Operating profit | Operating profit | $ | 1,988 | | | $ | 1,837 | | | 8 | % | | $ | 3,893 | | | $ | 3,525 | | | 10 | % | | Operating profit | $ | 2,286 | | | $ | 1,988 | | | 15 | % | | $ | 4,492 | | | $ | 3,893 | | | 15 | % | |
Operating margin | Operating margin | 23.5 | % | | 24.2 | % | | 23.4 | % | | 23.8 | % | | | Operating margin | 27.9 | % | | 23.5 | % | | 27.4 | % | | 23.4 | % | | |
Effective tax rate | Effective tax rate | 24.5 | % | | 24.6 | % | | 24.4 | % | | 24.3 | % | | | Effective tax rate | 23.7 | % | | 24.5 | % | | 23.9 | % | | 24.4 | % | | |
Income from continuing operations | $ | 1,566 | | | $ | 1,415 | | | 11 | % | | $ | 3,066 | | | $ | 2,727 | | | 12 | % | | |
Diluted earnings per share from continuing operations | $ | 3.10 | | | $ | 2.70 | | | 15 | % | | $ | 6.03 | | | $ | 5.19 | | | 16 | % | | |
Net Income – Linde plc | | Net Income – Linde plc | $ | 1,760 | | | $ | 1,566 | | | 12 | % | | $ | 3,453 | | | $ | 3,066 | | | 13 | % | |
Diluted earnings per share | | Diluted earnings per share | $ | 3.57 | | | $ | 3.10 | | | 15 | % | | $ | 6.98 | | | $ | 6.03 | | | 16 | % | |
Other Financial Data (a) | Other Financial Data (a) | | | Other Financial Data (a) | | |
EBITDA from continuing operations | $ | 1,730 | | | $ | 2,350 | | | (26) | % | | $ | 4,366 | | | $ | 4,772 | | | (9) | % | | |
EBITDA | | EBITDA | $ | 3,017 | | | $ | 1,730 | | | 74 | % | | $ | 5,939 | | | $ | 4,366 | | | 36 | % | |
As percent of sales | As percent of sales | 20.5 | % | | 31.0 | % | | 26.2 | % | | 32.2 | % | | | As percent of sales | 36.8 | % | | 20.5 | % | | 36.2 | % | | 26.2 | % | | |
Adjusted EBITDA from continuing operations | $ | 2,746 | | | $ | 2,585 | | | 6 | % | | $ | 5,409 | | | $ | 5,023 | | | 8 | % | | |
Adjusted EBITDA | | Adjusted EBITDA | $ | 3,059 | | | $ | 2,746 | | | 11 | % | | $ | 6,022 | | | $ | 5,409 | | | |
As percent of sales | As percent of sales | 32.5 | % | | 34.1 | % | | 32.5 | % | | 33.9 | % | | | As percent of sales | 37.3 | % | | 32.5 | % | | 36.7 | % | | 32.5 | % | | |
(a) Adjusted Amounts and Other Financial Data are non-GAAP performance measures. A reconciliation of reported amounts to adjusted amounts can be found in the "Non-GAAP Measures and Reconciliations" section of this MD&A.
(b) See Note 2 to the condensed consolidated financial statements.
Reported
In the second quarter of 2022,2023, Linde's sales were $8,457$8,204 million, 12% above$253 million below prior year, primarily driven by 7% price attainment and 2% higher volumes.year. Cost pass-through, representing the contractual billing of energy cost variances primarily to onsite customers, increaseddecreased sales by 7%4% in the quarter, with minimal impact on operating profit. Divestitures, net of acquisitions, decreased sales by 2% in the quarter, primarily due to the divestment of the GIST business, partially offset by the nexAir, LLC acquisition. Engineering decreased sales by 2% in the quarter. Currency translation decreased sales by 5%1% in the secondquarter. Volumes decreased sales by 1% in the quarter ofversus the 2022 as compared to 2021.respective period. Higher price attainment increased sales by 7% in the quarter.
Reported operating profit for the second quarter of 20222023 of $589$2,011 million, or 7.0%24.5% of sales, was 48% below241% above prior year. The reported year-over-year decreaseincrease was primarily due to charges recorded in second quarter 2022 relating to the deconsolidation and impairment of Russian subsidiaries resulting from the ongoing war in Ukraine and related sanctions (see Note 2 tosanctions. In addition, the condensed consolidated financial statements) partially offsetincrease in the quarter was also driven by higher pricepricing, productivity initiatives and productivity initiatives.lower depreciation and amortization driven by merger related intangible assets, which more than offset adverse impacts from cost inflation and currency. The reported effective tax rate ("ETR") was 44.3%of 21.9% in the second quarter 2022 versus 28.5% in the second quarter 2021, driven primarily by the non-deductibility of the2023 related to higher tax benefits from share based compensation
and a tax refund relating to a prior period versus 44.3% in the second quarter 2022. Second quarter 2022 ETR was impacted by the non-deductibility of the charges related to the deconsolidation and impairment of Linde's Russian subsidiaries which were partially offset by the reversal of a related deferred tax liability. Diluted earnings per share from continuing operations ("EPS") was $0.74,$3.19, or 54% below331% above EPS of $1.60$0.74 in the second quarter of 20212022, primarily due to lowerhigher net income from continuing operations, partially offset by- Linde plc and lower diluted shares outstanding.
Adjusted
In the second quarter of 2022,2023, adjusted operating profit of $1,988$2,286 million, or 23.5%27.9% of sales, was 8%15% higher as compared to 2021the respective 2022 period, driven by higher pricepricing and productivity initiatives, partially offset by cost inflation. The adjusted ETR was 24.5%23.7% in the second quarter 20222023 versus 24.6%24.5% in the 20212022 quarter. On an adjusted basis, EPS was $3.10,$3.57, 15% above the 20212022 adjusted EPS of $2.70,$3.10, driven by higher adjusted net income from continuing operations- Linde plc and lower diluted shares outstanding.
Outlook
Linde provides quarterly updates on operating results, material trends that may affect financial performance, and financial guidance via quarterly earnings releases and investor teleconferences. These updates are available on the company’s website, www.linde.com, but are not incorporated herein.
Results of operations
The changes in consolidated sales compared to the prior year are attributable to the following:
| | | Quarter Ended June 30, 2022 vs. 2021 | | Six Months Ended June 30, 2022 vs. 2021 | | Quarter Ended June 30, 2023 vs. 2022 | | Six Months Ended June 30, 2023 vs. 2022 |
| | % Change | | % Change | | % Change | | % Change |
| Factors Contributing to Changes - Sales | Factors Contributing to Changes - Sales | | | | Factors Contributing to Changes - Sales | | | |
Volume | Volume | 2 | % | | 2 | % | Volume | (1) | % | | (1) | % |
Price/Mix | Price/Mix | 7 | % | | 6 | % | Price/Mix | 7 | % | | 7 | % |
Cost pass-through | Cost pass-through | 7 | % | | 7 | % | Cost pass-through | (4) | % | | (2) | % |
Currency | Currency | (5) | % | | (4) | % | Currency | (1) | % | | (2) | % |
Acquisitions/divestitures | Acquisitions/divestitures | — | % | | — | % | Acquisitions/divestitures | (2) | % | | (2) | % |
Engineering | Engineering | 1 | % | | 1 | % | Engineering | (2) | % | | (2) | % |
| | 12 | % | | 12 | % | | (3) | % | | (2) | % |
Sales
Sales increased $873decreased $253 million or 12%,3% for the second quarter of 20222023 and increased $1,841decreased $271 million or 12%2% for the six months ended June 30, 20222023 versus the respective 20212022 periods. Volume growthCost pass-through decreased sales by 4% in all end markets except healthcarethe quarter and project startups increased2% in the year-to-date period, with minimal impact on operating profit. The impact of divestitures, net of acquisitions decreased sales by 2% in the quarter and year-to-date period. Engineering decreased sales by 2% in the quarter and year-to-date period. Currency translation decreased sales by 1% in the quarter, driven by the weakening of the Chinese yuan and Australian dollar, and 2% in the year-to-date period, driven by the weakening of the Euro, Chinese yuan, British pound and Australian dollar against the U.S. dollar. Volumes decreased sales by 1% in the quarter and year-to-date period versus the respective 2022 periods. Higher pricing across all geographic segments contributed 7% to sales in the quarter and 6% in the year-to-date period. Currency translation decreased sales by 5% in the quarter and 4% in the year-to-date period, largely in EMEA and APAC, driven by the weakening of the Euro, Australian dollar and British pound against the U.S. dollar. Cost pass-through increased sales by 7% in the quarter and 7% in the year-to-date period with minimal impact on operating profit.
Cost of sales, exclusive of depreciation and amortization
Cost of sales, exclusive of depreciation and amortization increased $746decreased $624 million, or 18%13%, for the second quarter of 20222023 and increased $1,490decreased $991 million, or 18%10% for the six months ended June 30, 20222023 primarily due to inflationcurrency, lower cost pass-through, the net impact of acquisitions and higher volumes, partiallydivestitures and productivity gains which more than offset by productivity initiatives and currency impacts.cost inflation. Cost of sales, exclusive of depreciation and amortization was 58.4%52.6% and 58.4%53.3% of sales, respectively, for the second quarter and six months ended June 30, 20222023 versus 55.3% and 55.6% of sales58.4% for the respective 20212022 periods. The increasedecrease as a percentage of sales in the quarter and for the six months ended June 30, 20222023 was primarily due primarily to higher pricing and lower cost pass-through.
Selling, general and administrative expenses
Selling, general and administrative expense ("SG&A") decreased $51increased $62 million, or 6%8%, for the second quarter of 20222023 and decreased $36increased $82 million or 2%,5% for the six months ended June 30, 2022.2023. SG&A was 9.1%10.2% of second quarter sales and 9.4%10.1% of the sales for the six months ended June 30, 20222023 versus 10.8%9.1% and 10.9%9.4% for the respective 20212022 periods. Currency impacts decreased SG&A by approximately $32$5 million and $50$24 million for the quarter and six months ended June 30, 2022, respectively.2023. Excluding currency impacts, underlying SG&A decreasedincreased in the second quarter of 2022 driven primarily by lower incentive compensation and increased for the six months ended June 30, 20222023 primarily due primarily to higher costs.compensation and higher costs related to the acquisition of nexAir.
Depreciation and amortization
Reported depreciation and amortization expense decreased $80$131 million, or 7%12%, for the second quarter of 20222023 and decreased $134$295 million, or 6%13%, for the six months ended June 30, 2022.2023. The decrease is related primarily to lower depreciation and amortization of intangible assets acquired in the merger and currency impacts.
On an adjusted basis, depreciation and amortization decreased $2increased $19 million, for the second quarter of 20222023 and increased $4$23 million for the year-to-date period. Currency impacts decreased depreciation and amortization by $29$7 million and $45$28 million for the quarter and six months ended June 30, 2022,2023, respectively. Excluding currency, underlying depreciation and amortization increased primarily due to the net impact of acquisitions and new project start ups.
Russia-Ukraine conflict and otherOther charges
Russia-Ukraine conflict and otherOther charges were $993$22 million and $989$40 million for the second quarter and six months ended June 30, 2022,2023, respectively, and $204$993 million and $196$989 million for the respective 20212022 periods. The charge for the quarter relates primarily to severance in the Engineering segment. The charge for the six months ended June 30, 2023 includes charges associated with the intercompany reorganization that occurred in the first quarter of 2023. 2022 charges relate primarily to the deconsolidation and impairment of Russian subsidiaries resulting from the ongoing war in Ukraine and related sanctions. 2021 charges relate to cost reduction program and other charges, primarily severancesanctions (see Note 2 to the condensed consolidated financial statements).
On an adjusted basis, these costs have been excluded in both periods.
On an adjusted basis, these benefits and costs have been excluded in both periods.
Operating profit
On a reported basis, operating profit decreased $553increased $1,422 million, or 48%241%, for the second quarter of 20222023 and decreased $286increased $1,875 million, or 12%91%, for the six months ended June 30, 2022.2023. The decreaseincrease was primarily due to Russia-Ukraine conflict and other charges which more than offset growth fromrecorded in the second quarter of 2022 and higher pricing, andsavings from productivity initiatives, and lower depreciation and amortization driven by merger related intangible assets.assets in 2023. These increases more than offset the adverse impacts of cost inflation and currency in the second quarter and year-to-date period of 2023.
On an adjusted basis, which excludes the impacts of merger-related purchase accounting and Russia-Ukraine conflict andas well as other charges, operating profit increased $151$298 million, or 8%15% in the 2022second quarter of 2023 and increased $368$599 million, or 10%,15% for the six months ended June 30, 2022.2023. Operating profit growth was driven by higher pricing and productivity initiatives, which more than offset the effects of cost inflation and currency during the period.periods. A discussion of operating profit by segment is included in the segment discussion that follows.
Interest expense - net
Reported interest expense - net decreased $13increased $47 million for the second quarter of 20222023 and decreased $24increased $75 million for the six months ended June 30, 2022.2023. On an adjusted basis, interest expense decreased $19increased $42 million for the second quarter of 20222023 and decreased $38increased $69 million for the six months ended June 30, 20222023 versus the respective 20212022 periods. The decreaseincrease in both periods was driven primarily by a lower effective borrowing rate and higher interest incomerates on cash deposits.short-term debt.
Net pension and OPEB cost (benefit), excluding service cost
Reported net pension and OPEB cost (benefit), excluding service cost was a benefitwere benefits of $62$45 million and $126$90 million for the quarter and six months ended June 30, 2022,2023, respectively, versus a benefit of $49$62 million and $98$126 million for the respective 20212022 periods. The increasedecrease in benefit primarily relates to lower amortization of deferred losses, partially offset by higher interest cost reflective of the higher discount rate environment year-over-year.
Effective tax rate
The reported effective tax rate ("ETR") for the quarter and six months ended June 30, 20222023 was 21.9% and 22.0%, respectively, versus 44.3% and 30.0%, respectively, versus 28.5% and 24.9% for the respective 20212022 periods. The increasedecrease in the quarter rate is primarily related to a higher tax benefit from share based compensation, a tax refund relating to a prior period and the absence of the net unfavorable tax expense resulting from the Russia deconsolidation and impairment of the company’s business in Russia, driven predominantly by the non-deductibility of the impairment charges partially offset by the reversal of a related deferred tax liability. For the quarter and six months ended June 30, 2021, the ETR included 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 million2022 (see Note 2 to the condensed consolidated financial statements). The decrease in the year to date rate is primarily related to a net decrease in the company's uncertain tax positions, partially offset by additional accruals in several non-U.S. jurisdictions, a tax refund related to a period period and the absence of the net unfavorable tax expense resulting from the Russia deconsolidation in 2022.
On an adjusted basis, the ETR for the quarter and six months ended June 30, 20222023 was 23.7% and 23.9%, respectively, versus 24.5% and 24.4%, respectively, versus 24.6% and 24.3% for the respective 20212022 periods. The decrease in both periods is primarily due to higher tax benefits from share based compensation.
Income from equity investments
Reported income from equity investments for the second quarter of 20222023 and six months ended June 30, 20222023 was $46 million and $87 million, respectively, versus $50 million and $94 million respectively, versus $37 million and $80 million for the respective 20212022 periods.
On an adjusted basis, income from equity investments for the second quarter and six months ended June 30, 20222023 was $64 million and $123 million, respectively, versus $69 million and $133 million respectively, versus $56 million and $118 million in the prior year respective 2022 periods. The increase on both basis was primarily driven by the overall performance of investments in APAC.
Noncontrolling interests from continuing operations
At June 30, 2022,2023, noncontrolling interests from continuing operations consisted primarily of non-controlling shareholders' investments in APAC (primarily China). Reported noncontrolling interest was flat for the quarter and six months ended June 30, 2023 versus the respective 2022 periods.
Net Income – Linde plc
Reported noncontrolling interests from continuing operationsnet income - Linde plc increased $2$1,203 million, or 323%, for the second quarter of 20222023 and was flatincreased $1,545 million, or 100% for the six months ended June 30, 2022,2023 versus the respective 20212022 periods.
Income from continuing operations
Reported income from continuing operations decreased $468 million, or 56%, for the second quarter of 2022 and decreased $273 million, or 15%, for the six months ended June 30, 2022 versus the respective 2021 periods, primarily due to lower overall operating profit.
On an adjusted basis, which excludes the impacts of purchase accounting and Russia-Ukraine conflict and other charges, net income from continuing operations- Linde plc increased $151$194 million, or 11%12%, for the quarter and increased $339$387 million, or 12%13%, for the six months ended June 30, 20222023 versus the respective 20212022 periods. The
On both a reported and adjusted basis, the increase was driven by higher overall adjusted operating profit.
Diluted earnings per share from continuing operations
Reported diluted earnings per share from continuing operations decreased $0.86, or 54%, for the second quarter of 2022 and decreased $0.42, or 12%, for the six months ended June 30, 2022 versus the comparable 2021 periods. The decrease was primarily due to lower income from continuing operations, partially offset by lower diluted shares outstanding.
On an adjusted basis,Diluted earnings per share
Reported diluted EPSearnings per share increased $2.45, or 331%, for the second quarter of 2022 increased $0.40, or 15%,2023 and increased $0.84,$3.21, or 16%106%, for the six months ended June 30, 2023 versus the comparable 2022 periods.
On an adjusted basis, diluted EPS increased $0.47, or 15%, for the second quarter of 2023 and increased $0.95, or 16% versus the respective 20212022 periods.
The increase wason both a reported and adjusted basis is primarily due to higher adjustednet income from continuing operations- Linde plc and lower diluted shares outstanding.
Employees
The number of employees at June 30, 20222023 was 72,438, an increase66,270, a decrease of 7026,168 employees from June 30, 2021,2022, driven primarily by the Americas.sale of the GIST business, cost reduction initiatives and the deconsolidation of Russian subsidiaries in the EMEA and Engineering segments, partially offset by the acquisition of nexAir.
Other Financial Data
EBITDA was $1,730$3,017 million for the second quarter of 20222023 as compared to $2,350$1,730 million in the respective 20212022 period. EBITDA was $4,366$5,939 million for the six months ended June 30, 20222023 as compared to $4,772$4,366 million in the respective 20212022 period. The decreaseincrease in both periods was driven by lowerhigher net income from continuing operations plus depreciation and amortization- Linde plc versus the prior periods.year.
Adjusted EBITDA from continuing operations increased to $2,746$3,059 million for the second quarter 20222023 from $2,585$2,746 million in the respective 20212022 period. Adjusted EBITDA from continuing operations increased to $5,409 million from $5,023was $6,022 million for the six months ended June 30, 20222023 as compared to $5,409 million in the respective 2021 period2022 period. The higher EBITDA was primarily due to higher adjustednet income from continuing operations plus depreciation and amortization- Linde plc versus the respective prior period.
See the "Non-GAAP Measures and Reconciliations" section for definitions and reconciliations of these adjusted non-GAAP measures to reported GAAP amounts.
Other Comprehensive Income (Loss)
Other comprehensive losses for the second quarter of 2022 and six months ended June 30, 20222023 were $1,545$112 million and $1,447$142 million, respectively, resultingrespectively. The loss in the quarter resulted primarily from currency translation adjustments of $1,699 million and $1,651 million$95 million. The loss during the quartersix months ended June 30, 2023 resulted from $205 million associated with retirement programs and year-to-date periods, respectively.$71 million relating to current unrealized loss on derivatives instruments, partially offset by favorable currency translation adjustments of $134 million. The translation adjustments reflect the impact of translating local currency foreign subsidiary financial statements to U.S. dollars, and are largely driven by the movement of the U.S. dollar against major currencies including the Euro, 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 (loss) by segment.
Segment Discussion
The following summary of sales and operating profit by segment provides a basis for the discussion that follows. Linde plc evaluates the performance of its reportable segments based on operating profit, excluding items not indicative of ongoing business trends. The reported amounts are GAAP amounts from the Consolidated Statements of Income.
| | | Quarter Ended June 30, | Six Months Ended June 30, | | Quarter Ended June 30, | Six Months Ended June 30, |
(Millions of dollars) | (Millions of dollars) | 2022 | 2021 | Variance | 2022 | 2021 | Variance | (Millions of dollars) | 2023 | 2022 | Variance | 2023 | 2022 | Variance |
SALES | SALES | | SALES | |
Americas | Americas | $ | 3,518 | | $ | 3,020 | | 16 | % | $ | 6,759 | | $ | 5,860 | | 15 | % | Americas | $ | 3,541 | | $ | 3,518 | | 1 | % | $ | 7,092 | | $ | 6,759 | | 5 | % |
EMEA | EMEA | 2,144 | | 1,875 | | 14 | % | 4,292 | | 3,674 | | 17 | % | EMEA | 2,160 | | 2,144 | | 1 | % | 4,337 | | 4,292 | | 1 | % |
APAC | APAC | 1,651 | | 1,544 | | 7 | % | 3,253 | | 2,980 | | 9 | % | APAC | 1,683 | | 1,651 | | 2 | % | 3,281 | | 3,253 | | 1 | % |
Engineering | Engineering | 644 | | 646 | | — | % | 1,372 | | 1,320 | | 4 | % | Engineering | 495 | | 644 | | (23) | % | 1,035 | | 1,372 | | (25) | % |
Other | Other | 500 | | 499 | | — | % | 992 | | 993 | | — | % | Other | 325 | | 500 | | (35) | % | 652 | | 992 | | (34) | % |
Total sales | Total sales | $ | 8,457 | | $ | 7,584 | | 12 | % | $ | 16,668 | | $ | 14,827 | | 12 | % | Total sales | $ | 8,204 | | $ | 8,457 | | (3) | % | $ | 16,397 | | $ | 16,668 | | (2) | % |
| SEGMENT OPERATING PROFIT | SEGMENT OPERATING PROFIT | | SEGMENT OPERATING PROFIT | |
Americas | Americas | $ | 910 | | $ | 871 | | 4 | % | $ | 1,814 | | $ | 1,666 | | 9 | % | Americas | $ | 1,070 | | $ | 910 | | 18 | % | $ | 2,095 | | $ | 1,814 | | 15 | % |
EMEA | EMEA | 536 | | 487 | | 10 | % | 1,039 | | 938 | | 11 | % | EMEA | 630 | | 536 | | 18 | % | 1,237 | | 1,039 | | 19 | % |
APAC | APAC | 426 | | 389 | | 10 | % | 825 | | 740 | | 11 | % | APAC | 472 | | 426 | | 11 | % | 895 | | 825 | | 8 | % |
Engineering | Engineering | 105 | | 108 | | (3) | % | 248 | | 217 | | 14 | % | Engineering | 107 | | 105 | | 2 | % | 256 | | 248 | | 3 | % |
Other | Other | 11 | | (18) | | 161 | % | (33) | | (36) | | 8 | % | Other | 7 | | 11 | | (36) | % | 9 | | (33) | | 127 | % |
Segment operating profit | Segment operating profit | $ | 1,988 | | $ | 1,837 | | 8 | % | $ | 3,893 | | $ | 3,525 | | 10 | % | Segment operating profit | $ | 2,286 | | $ | 1,988 | | 15 | % | $ | 4,492 | | $ | 3,893 | | 15 | % |
Reconciliation to reported operating profit: | Reconciliation to reported operating profit: | | | | | Reconciliation to reported operating profit: | | | | |
Russia-Ukraine conflict and other charges (Note 2) | (993) | | (204) | | | (989) | | (196) | | | |
Other charges (Note 2) | | Other charges (Note 2) | (22) | | (993) | | | (40) | | (989) | | |
Purchase accounting impacts - Linde AG | Purchase accounting impacts - Linde AG | (406) | | (491) | | | (835) | | (974) | | | Purchase accounting impacts - Linde AG | (253) | | (406) | | | (508) | | (835) | | |
Total operating profit | Total operating profit | $ | 589 | | $ | 1,142 | | | $ | 2,069 | | $ | 2,355 | | | Total operating profit | $ | 2,011 | | $ | 589 | | | $ | 3,944 | | $ | 2,069 | | |
Americas
| | | Quarter Ended June 30, | | Six Months Ended June 30, | | Quarter Ended June 30, | | Six Months Ended June 30, |
(Millions of dollars) | (Millions of dollars) | 2022 | | 2021 | | Variance | | 2022 | | 2021 | | Variance | (Millions of dollars) | 2023 | | 2022 | | Variance | | 2023 | | 2022 | | Variance |
Sales | Sales | $ | 3,518 | | | $ | 3,020 | | | 16 | % | | $ | 6,759 | | | $ | 5,860 | | | 15 | % | Sales | $ | 3,541 | | | $ | 3,518 | | | 1 | % | | $ | 7,092 | | | $ | 6,759 | | | 5 | % |
| Operating profit | Operating profit | $ | 910 | | | $ | 871 | | | 4 | % | | $ | 1,814 | | | $ | 1,666 | | | 9 | % | Operating profit | $ | 1,070 | | | $ | 910 | | | 18 | % | | $ | 2,095 | | | $ | 1,814 | | | 15 | % |
As a percent of sales | As a percent of sales | 25.9 | % | | 28.8 | % | | 26.8 | % | | 28.4 | % | | As a percent of sales | 30.2 | % | | 25.9 | % | | 29.5 | % | | 26.8 | % | |
| | | Quarter Ended June 30, 2022 vs. 2021 | | Six Months Ended June 30, 2021 vs. 2020 | | Quarter Ended June 30, 2023 vs. 2022 | | Six Months Ended June 30, 2023 vs. 2022 |
| | % Change | | % Change | | % Change | | % Change |
Factors Contributing to Changes - Sales | Factors Contributing to Changes - Sales | | | | Factors Contributing to Changes - Sales | | | |
Volume | Volume | 3 | % | | 4 | % | Volume | (1) | % | | — | % |
Price/Mix | Price/Mix | 6 | % | | 5 | % | Price/Mix | 6 | % | | 7 | % |
Cost pass-through | Cost pass-through | 7 | % | | 6 | % | Cost pass-through | (7) | % | | (5) | % |
Currency | Currency | — | % | | — | % | Currency | — | % | | — | % |
Acquisitions/divestitures | Acquisitions/divestitures | — | % | | — | % | Acquisitions/divestitures | 3 | % | | 3 | % |
| | | 16 | % | | 15 | % | | 1 | % | | 5 | % |
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 $498$23 million, or 16%1%, forin the second quarter and increased $899$333 million, or 15%,5% for the six months ended June 30, 20222023 versus the respective 20212022 periods. Higher pricing contributed 6% to sales in the quarter and 5%7% in the year-to-date period. Higher volumesThe impact of net acquisitions increased sales by 3% forin the second quarter and increased 4% for the six months ended June 30, 2022, driven by higher demand across all end markets except healthcare, led by chemicals and energy and manufacturing.2023, primarily due to the acquisition of nexAir, LLC (See Note 13 to the condensed consolidated financial statements). Cost pass-through increaseddecreased sales by 7% for the second quarter and increased 6%5% for the six months ended June 30, 20222023 with minimal impact on operating profit. The impact of currency translationVolumes decreased sales by 1% for the second quarter and remained flat for the six months ended June 30, 2023 driven primarily by customer outages in the quarterchemicals and year-to-date period was not significant.energy end market.
Operating profit
Operating profit in the Americas segment increased $39$160 million, or 4%18%, in the second quarter and increased $148$281 million, or 9%,15% for the six months ended June 30, 20222023 versus the respective 20212022 periods, driven primarily by higher pricing, acquisitions and continued productivity initiatives which more than offset cost inflation during the quarter and year-to-date period. The 2022 second quarter includes a one-time charge that is negatively impacting operating margin by approximately 100 basis points.
EMEA
| | | Quarter Ended June 30, | | Six Months Ended June 30, | | Quarter Ended June 30, | | Six Months Ended June 30, |
(Millions of dollars) | (Millions of dollars) | 2022 | | 2021 | | Variance | | 2022 | | 2021 | | Variance | (Millions of dollars) | 2023 | | 2022 | | Variance | | 2023 | | 2022 | | Variance |
Sales | Sales | $ | 2,144 | | | $ | 1,875 | | | 14 | % | | $ | 4,292 | | | $ | 3,674 | | | 17 | % | Sales | $ | 2,160 | | | $ | 2,144 | | | 1 | % | | $ | 4,337 | | | $ | 4,292 | | | 1 | % |
| Operating profit | Operating profit | $ | 536 | | | $ | 487 | | | 10 | % | | $ | 1,039 | | | $ | 938 | | | 11 | % | Operating profit | $ | 630 | | | $ | 536 | | | 18 | % | | $ | 1,237 | | | $ | 1,039 | | | 19 | % |
As a percent of sales | As a percent of sales | 25.0 | % | | 26.0 | % | | 24.2 | % | | 25.5 | % | | As a percent of sales | 29.2 | % | | 25.0 | % | | 28.5 | % | | 24.2 | % | |
| | | Quarter Ended June 30, 2022 vs. 2021 | | Six Months Ended June 30, 2022 vs. 2021 | | Quarter Ended June 30, 2023 vs. 2022 | | Six Months Ended June 30, 2023 vs. 2022 |
| | % Change | | % Change | | % Change | | % Change |
Factors Contributing to Changes - Sales | Factors Contributing to Changes - Sales | | | | Factors Contributing to Changes - Sales | | | |
Volume | Volume | (1) | % | | (1) | % | Volume | (4) | % | | (4) | % |
Price/Mix | Price/Mix | 12 | % | | 11 | % | Price/Mix | 11 | % | | 12 | % |
Cost pass-through | Cost pass-through | 14 | % | | 15 | % | Cost pass-through | (3) | % | | (1) | % |
Currency | Currency | (11) | % | | (8) | % | Currency | — | % | | (3) | % |
Acquisitions/divestitures | Acquisitions/divestitures | — | % | | — | % | Acquisitions/divestitures | (3) | % | | (3) | % |
| | | 14 | % | | 17 | % | | 1 | % | | 1 | % |
The EMEA segment includes Linde's industrial gases operations in approximately 45 European, Middle Eastern and African countries including Germany, United Kingdom, France, Sweden, the Republic of South Africa and the United Kingdom.Sweden.
Sales
EMEA segment sales increased by $269$16 million, or 14%1%, in the second quarter and increased $618$45 million or 17%, for the six months ended June 30, 20222023 as compared to the respective 20212022 periods. Cost pass-through contributed 14% toHigher price attainment increased sales by 11% in the quarter and 15%12% in the year-to-date period. Volumes decreased sales by 4% in the quarter and year-to-date period led by the manufacturing and chemicals and energy end markets. Cost pass-through decreased sales by 3% in the quarter and 1% in the year-to-date period, with minimal impact on operating profit, while higher price attainment increasedprofit. The impact of currency translation on sales by 12%was flat in the quarter and 11% in the year-to-date period. Volumes decreased 1% in both quarter and year to date period. Currency translation decreased sales by 11% in the quarter and 8%3% in the year-to-date period, due largely to the weakening of the Euro and British pound against the U.S. Dollar.
Linde has deconsolidated its Russian gas business as The impact of June 30, 2022 which contributed $70 million and $128 million tonet divestitures decreased sales by 3% in the second quarter and six months ended June 30, 2022, respectively (see Note 2year-to-date period, primarily due to the condensed consolidated financial statements). Salesdeconsolidation of the Russian subsidiaries in Ukraine are immaterial.June 2022.
Operating Profit
Operating profit for the EMEA segment increased by $49$94 million, or 10%18%, in the second quarter and increased $101by $198 million, or 11%,19% for the six months ended June 30, 20222023, as compared to the respective 2021 periods,2022 periods. The increase in operating profit in the quarter and year-to-date period was driven largelyprimarily by higher pricing and continued productivity initiatives, which more thanpartially offset by cost inflation, during the quarterlower volumes and year-to-date period.
divestitures.
APAC
| | | Quarter Ended June 30, | | Six Months Ended June 30, | | Quarter Ended June 30, | | Six Months Ended June 30, |
(Millions of dollars) | (Millions of dollars) | 2022 | | 2021 | | Variance | | 2022 | | 2021 | | Variance | (Millions of dollars) | 2023 | | 2022 | | Variance | | 2023 | | 2022 | | Variance |
Sales | Sales | $ | 1,651 | | | $ | 1,544 | | | 7 | % | | $ | 3,253 | | | $ | 2,980 | | | 9 | % | Sales | $ | 1,683 | | | $ | 1,651 | | | 2 | % | | $ | 3,281 | | | $ | 3,253 | | | 1 | % |
| Operating profit | Operating profit | $ | 426 | | | $ | 389 | | | 10 | % | | $ | 825 | | | $ | 740 | | | 11 | % | Operating profit | $ | 472 | | | $ | 426 | | | 11 | % | | $ | 895 | | | $ | 825 | | | 8 | % |
As a percent of sales | As a percent of sales | 25.8 | % | | 25.2 | % | | 25.4 | % | | 24.8 | % | | As a percent of sales | 28.0 | % | | 25.8 | % | | 27.3 | % | | 25.4 | % | |
| | | Quarter Ended June 30, 2022 vs. 2021 | | Six Months Ended June 30, | | Quarter Ended June 30, 2023 vs. 2022 | | Six Months Ended June 30, 2023 vs. 2022 |
| | % Change | | % Change | | % Change | | % Change |
Factors Contributing to Changes - Sales | Factors Contributing to Changes - Sales | | | | Factors Contributing to Changes - Sales | | | |
Volume/Equipment | Volume/Equipment | 3 | % | | 5 | % | Volume/Equipment | 3 | % | | 2 | % |
Price/Mix | Price/Mix | 5 | % | | 4 | % | Price/Mix | 5 | % | | 5 | % |
Cost pass-through | Cost pass-through | 4 | % | | 4 | % | Cost pass-through | (1) | % | | (1) | % |
Currency | Currency | (5) | % | | (4) | % | Currency | (5) | % | | (5) | % |
Acquisitions/divestitures | Acquisitions/divestitures | — | % | | — | % | Acquisitions/divestitures | — | % | | — | % |
| | | 7 | % | | 9 | % | | 2 | % | | 1 | % |
The APAC segment includes Linde's industrial gases operations in approximately 20 Asian and South Pacific countries and regions including China, Australia, India, and South Korea.
Sales
Sales for the APAC segment increased $107$32 million, or 7%2%, forin the second quarter and increased $273$28 million, or 9%,1% for the six months ended June 30, 20222023 versus the respective 20212022 periods. Higher pricing contributed 5% to sales in the quarter and year-to-date period. Volumes increased 3% in the quarter and 5%2% in the year-to-date period driven byincluding project start-ups in the electronics and chemicals and energy end markets. Higher pricing contributed 5% to sales in the quarter and 4% to sales in the year-to-date period. Cost pass-through contributed 4% to sales in the quarter and year-to-date period with minimal impact on operating profit. Currency translation decreased sales by 5% in quarter and 4% in the year-to-date period, driven primarily by the weakening of the Australian dollar, Korean wonIndian rupee and Chinese Yuanyuan against the U.S. Dollar.dollar. Cost pass-through decreased sales by 1% in the quarter and year-to-date period.
Operating profit
Operating profit in the APAC segment increased $37$46 million, or 10%11%, in the second quarter and increased $85$70 million, , or 11%, for8% in the six months ended June 30, 20222023 versus the respective 20212022 periods, driven by higher pricing, volumes and pricing and continued productivity initiatives which more than offset the impact of currency and cost inflation during the quarter and year-to-date period.
Engineering
| | | Quarter Ended June 30, | | Six Months Ended June 30, | | Quarter Ended June 30, | | Six Months Ended June 30, |
(Millions of dollars) | (Millions of dollars) | 2022 | | 2021 | | Variance | | 2022 | | 2021 | | Variance | (Millions of dollars) | 2023 | | 2022 | | Variance | | 2023 | | 2022 | | Variance |
Sales | Sales | $ | 644 | | | $ | 646 | | | — | % | | $ | 1,372 | | | $ | 1,320 | | | 4 | % | Sales | $ | 495 | | | $ | 644 | | | (23) | % | | $ | 1,035 | | | $ | 1,372 | | | (25) | % |
| Operating profit | Operating profit | $ | 105 | | | $ | 108 | | | (3) | % | | $ | 248 | | | $ | 217 | | | 14 | % | Operating profit | $ | 107 | | | $ | 105 | | | 2 | % | | $ | 256 | | | $ | 248 | | | 3 | % |
As a percent of sales | As a percent of sales | 16.3 | % | | 16.7 | % | | 18.1 | % | | 16.4 | % | | As a percent of sales | 21.6 | % | | 16.3 | % | | 24.7 | % | | 18.1 | % | |
| | | Quarter Ended June 30, 2022 vs. 2021 | | Six Months Ended June 30, 2022 vs. 2021 | | Quarter Ended June 30, 2023 vs. 2022 | | Six Months Ended June 30, 2023 vs. 2022 |
| | % Change | | % Change | | % Change | | % Change |
Factors Contributing to Changes - Sales | Factors Contributing to Changes - Sales | | | | Factors Contributing to Changes - Sales | | | |
Volume | 10 | % | | 11 | % | |
| | Currency | Currency | (10) | % | | (7) | % | Currency | 2 | % | | (2) | % |
| Other | | Other | (25) | % | | (23) | % |
| | | (23) | % | | (25) | % |
| — | % | | 4 | % | |
Sales
Engineering segment sales decreased $2$149 million in the second quarter and increased $52decreased $337 million or 4%, in the six months ended June 30, 20222023 as compared to the respective 20212022 periods. The decrease in both periods were driven primarily by project timing, offset by currency impacts which decreased sales by 10% in the quarter and 7% in the year-to-date period.timing.
Projects for Russia that are currentlywere sanctioned represent approximately $300and have been wound down represented $26 million and $650$87 million of the Engineering segment sales during the second quarter and six months ended June 30, 2022.2023, respectively, and $300 million and $650 million during the respective 2022 periods.
Operating profit
Engineering segment operating profit decreased, $3increased, $2 million or 3%, in the second quarter and increased $31$8 million or 14%, forin the six months ended June 30, 20222023 as compared to the respective 2021 periods driven primarily2022 periods. The decline from lower sales was more than offset by project timing.higher margin on wind down of projects subject to sanctions in Russia in both the quarter and year-to-date period.
Other
| | | Quarter Ended June 30, | | Six Months Ended June 30, | | Quarter Ended June 30, | | Six Months Ended June 30, |
(Millions of dollars) | (Millions of dollars) | 2022 | | 2021 | | Variance | | 2022 | | 2021 | | Variance | (Millions of dollars) | 2023 | | 2022 | | Variance | | 2023 | | 2022 | | Variance |
Sales | Sales | $ | 500 | | | $ | 499 | | | — | % | | $ | 992 | | | $ | 993 | | | — | % | Sales | $ | 325 | | | $ | 500 | | | (35) | % | | $ | 652 | | | $ | 992 | | | (34) | % |
| Operating profit (loss) | Operating profit (loss) | $ | 11 | | | $ | (18) | | | 161 | % | | $ | (33) | | | $ | (36) | | | 8 | % | Operating profit (loss) | $ | 7 | | | $ | 11 | | | (36) | % | | $ | 9 | | | $ | (33) | | | 127 | % |
As a percent of sales | As a percent of sales | 2.2 | % | | (3.6) | % | | (3.3) | % | | (3.6) | % | | As a percent of sales | 2.2 | % | | 2.2 | % | | 1.4 | % | | (3.3) | % | |
| | | | | | | | | | | |
| Quarter Ended June 30, 2022 vs. 2021 | | Six Months Ended June 30, 2022 vs. 2021 |
| % Change | | % Change |
Factors Contributing to Changes - Sales | | | |
Volume/price | 6 | % | | 3 | % |
Cost pass-through | — | % | | 1 | % |
Currency | (6) | % | | (4) | % |
Acquisitions/divestitures | — | % | | — | % |
| | | |
| — | % | | — | % |
| | | |
| | | | | | | | | | | |
| Quarter Ended June 30, 2023 vs. 2022 | | Six Months Ended June 30, 2023 vs. 2022 |
| % Change | | % Change |
Factors Contributing to Changes - Sales | | | |
Volume/price | 4 | % | | 5 | % |
| | | |
Currency | — | % | | — | % |
Acquisitions/divestitures | (39) | % | | (39) | % |
| | | |
| (35) | % | | (34) | % |
| | | |
Other consists of corporate costs and a few smaller businesses including:including Surface Technologies GIST and global helium wholesale;wholesale, which individually do not meet the quantitative thresholds for separate presentation.
Sales
Sales for Other increased $1decreased $175 million for the second quarter and decreased $1$340 million for the six months ended June 30, 20222023 versus the respective 20212022 periods. Currency translationThe impact of net divestitures decreased sales by 6%39% in the quarter and decreased 4%year-to-date period versus the respective 2022 periods, primarily due to sale of GIST business in the year-to-date period.third quarter of 2022. Underlying sales increased 6%4% in the quarter and 3% for5% in the year-to-date period, driven primarily by higher aviation and electronic salesprice in the coatings business. Cost pass-through increased sales by 1%and global helium businesses. Currency translation impacts were flat in the quarter and year-to-date period.
Operating profit
Operating profit in Other increased $29decreased $4 million, or 161%36% in the second quarter and increased $3$42 million, or 8%,127% in the six months ended June 30, 20222023 versus the respective 2021 periods, due primarily to2022 periods. The decrease in the quarter was driven by divestitures, partially offset by higher pricing. In the year-to-date period, higher pricing and lower corporate costs inmore than offset the quarter which were largely offset by higher sourcing costs in the global helium business in the year-to-date period.impact of divestitures.
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 2022 Consolidated Sales | | Exchange Rate for Income Statement | | Exchange Rate for Balance Sheet | | | Percentage of YTD 2023 Consolidated Sales | | Exchange Rate for Income Statement | | Exchange Rate for Balance Sheet | |
| | Year-To-Date Average | | June 30, | | December 31, | | | Year-To-Date Average | | June 30, | | December 31, | |
Currency | Currency | 2022 | | 2021 | | 2022 | | 2021 | | Currency | 2023 | | 2022 | | 2023 | | 2022 | |
Euro | Euro | 22 | % | | 0.91 | | | 0.83 | | | 0.95 | | | 0.88 | | | Euro | 19 | % | | 0.93 | | | 0.91 | | | 0.92 | | | 0.93 | | |
Chinese yuan | Chinese yuan | 8 | % | | 6.47 | | | 6.47 | | | 6.70 | | | 6.36 | | | Chinese yuan | 8 | % | | 6.93 | | | 6.47 | | | 7.25 | | | 6.90 | | |
British pound | British pound | 7 | % | | 0.77 | | | 0.72 | | | 0.82 | | | 0.74 | | | British pound | 5 | % | | 0.81 | | | 0.77 | | | 0.79 | | | 0.83 | | |
Australian dollar | Australian dollar | 4 | % | | 1.39 | | | 1.30 | | | 1.45 | | | 1.38 | | | Australian dollar | 4 | % | | 1.48 | | | 1.39 | | | 1.50 | | | 1.47 | | |
Brazilian real | Brazilian real | 4 | % | | 5.06 | | | 5.38 | | | 5.26 | | | 5.58 | | | Brazilian real | 4 | % | | 5.07 | | | 5.06 | | | 4.79 | | | 5.28 | | |
Canadian dollar | Canadian dollar | 3 | % | | 1.27 | | | 1.25 | | | 1.29 | | | 1.26 | | | Canadian dollar | 3 | % | | 1.35 | | | 1.27 | | | 1.32 | | | 1.36 | | |
Korean won | Korean won | 3 | % | | 1,231 | | | 1,117 | | | 1,299 | | | 1,189 | | | Korean won | 3 | % | | 1,295 | | | 1,231 | | | 1,318 | | | 1,266 | | |
Mexican peso | Mexican peso | 2 | % | | 20.26 | | | 20.18 | | | 20.12 | | | 20.53 | | | Mexican peso | 3 | % | | 18.15 | | | 20.26 | | | 17.12 | | | 19.50 | | |
Indian rupee | Indian rupee | 2 | % | | 76.17 | | | 73.32 | | | 78.98 | | | 74.34 | | | Indian rupee | 2 | % | | 82.21 | | | 76.17 | | | 82.04 | | | 82.73 | | |
South African rand | South African rand | 2 | % | | 15.39 | | | 14.53 | | | 16.28 | | | 15.94 | | | South African rand | 1 | % | | 18.19 | | | 15.39 | | | 18.85 | | | 17.04 | | |
Swedish krona | Swedish krona | 1 | % | | 9.58 | | | 8.41 | | | 10.22 | | | 9.05 | | | Swedish krona | 1 | % | | 10.49 | | | 9.58 | | | 10.80 | | | 10.43 | | |
Thailand bhat | Thailand bhat | 1 | % | | 33.69 | | | 30.80 | | | 35.30 | | | 33.40 | | | Thailand bhat | 1 | % | | 34.19 | | | 33.69 | | | 35.45 | | | 34.61 | | |
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) | Six months ended June 30, | (Millions of dollars) | Six months ended June 30, |
| | 2022 | | 2021 | | 2023 | | 2022 |
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) | $ | 1,620 | | | $ | 1,893 | | Net income (including noncontrolling interests) | $ | 3,164 | | | $ | 1,620 | |
Non-cash charges (credits): | Non-cash charges (credits): | | Non-cash charges (credits): | |
Add: Depreciation and amortization | Add: Depreciation and amortization | 2,203 | | | 2,337 | | Add: Depreciation and amortization | 1,908 | | | 2,203 | |
Add: Deferred income taxes | Add: Deferred income taxes | (221) | | | (78) | | Add: Deferred income taxes | (61) | | | (221) | |
Add: Share-based compensation | Add: Share-based compensation | 51 | | | 63 | | Add: Share-based compensation | 66 | | | 51 | |
Add: Russia-Ukraine conflict and other charges, net of payments (a) | 922 | | | 95 | | |
Add: Other charges, net of payments (a) | | Add: Other charges, net of payments (a) | (61) | | | 922 | |
Net income adjusted for non-cash charges | Net income adjusted for non-cash charges | 4,575 | | | 4,310 | | Net income adjusted for non-cash charges | 5,016 | | | 4,575 | |
Less: Working capital | Less: Working capital | (497) | | | (360) | | Less: Working capital | (640) | | | (497) | |
| Less: Pension contributions | Less: Pension contributions | (19) | | | (28) | | Less: Pension contributions | (25) | | | (19) | |
Other | Other | 74 | | | 14 | | Other | (293) | | | 74 | |
Net cash provided by operating activities | $ | 4,133 | | | $ | 3,936 | | |
Net cash provided by (used for) operating activities | | Net cash provided by (used for) operating activities | $ | 4,058 | | | $ | 4,133 | |
INVESTING ACTIVITIES | INVESTING ACTIVITIES | | | | INVESTING ACTIVITIES | | | |
Capital expenditures | Capital expenditures | (1,475) | | | (1,506) | | Capital expenditures | (1,688) | | | (1,475) | |
Acquisitions, net of cash acquired | Acquisitions, net of cash acquired | (49) | | | (31) | | Acquisitions, net of cash acquired | (834) | | | (49) | |
Divestitures and asset sales | 17 | | | 77 | | |
Divestitures, net of cash divested and asset sales | | Divestitures, net of cash divested and asset sales | 24 | | | 17 | |
Net cash provided by (used for) investing activities | Net cash provided by (used for) investing activities | $ | (1,507) | | | $ | (1,460) | | Net cash provided by (used for) investing activities | $ | (2,498) | | | $ | (1,507) | |
FINANCING ACTIVITIES | FINANCING ACTIVITIES | | | | FINANCING ACTIVITIES | | | |
Debt increase (decrease) - net | Debt increase (decrease) - net | 2,760 | | | 314 | | Debt increase (decrease) - net | (642) | | | 2,760 | |
Issuances (purchases) of common stock - net | Issuances (purchases) of common stock - net | (3,307) | | | (2,050) | | Issuances (purchases) of common stock - net | (1,746) | | | (3,307) | |
Cash dividends - Linde plc shareholders | Cash dividends - Linde plc shareholders | (1,177) | | | (1,102) | | Cash dividends - Linde plc shareholders | (1,246) | | | (1,177) | |
Noncontrolling interest transactions and other | Noncontrolling interest transactions and other | (35) | | | (277) | | Noncontrolling interest transactions and other | (22) | | | (35) | |
Net cash provided by (used for) financing activities | Net cash provided by (used for) financing activities | $ | (1,759) | | | $ | (3,115) | | Net cash provided by (used for) financing activities | $ | (3,656) | | | $ | (1,759) | |
| Effect of exchange rate changes on cash and cash equivalents | Effect of exchange rate changes on cash and cash equivalents | $ | (35) | | | $ | 22 | | Effect of exchange rate changes on cash and cash equivalents | $ | 17 | | | $ | (35) | |
Cash and cash equivalents, end-of-period | Cash and cash equivalents, end-of-period | $ | 3,655 | | | $ | 3,137 | | Cash and cash equivalents, end-of-period | $ | 3,357 | | | $ | 3,655 | |
(a) See Note 2 to the condensed consolidated financial statements.
Cash Flow from Operations
Cash provided by operations of $4,133$4,058 million for the six months ended June 30, 2022 increased $1972023 decreased $75 million, or 5%2%, versus 2021.2022. The increasedecrease was driven primarily by higher net income adjusted for non-cash charges, partially offset by higher working capital requirements. Russia-Ukraine conflictrequirements, including lower inflows from contract liabilities from engineering customer advanced payments and otherhigher cash tax payments. Other charges were $989$40 million and $196$989 million, respectively, for the six months ended June 30, 2023 and 2022, respectively. 2022 charges related primarily to the deconsolidation and 2021.impairment of Russian subsidiaries resulting from the ongoing war in Ukraine and related sanctions. Related cash outflows were $67$101 million and $101$67 million for the same respective periods.six months ended June 30, 2023 and 2022, respectively.
Linde estimates that total 20222023 required contributions to its pension plans will be in the range of approximately $40 million to $50$50 million, of which $19$25 million has been made through June 30, 2022.
2023.
As of June 30, 2022,2023, Linde has approximately $1.9$1.7 billion recorded in contract liabilities within the condensed consolidated balance sheet related to engineering projects in Russia. Any obligation to satisfy the related residual contract liabilities may have an adverse effect on Linde’s cash flows.
Investing
Net cash used for investing of $1,507$2,498 million for the six months ended June 30, 20222023 increased $47$991 million versus 2021, as2022, due to higher acquisition spendacquisitions, net of cash acquired and lower proceeds from asset disposals and divestitures were largely offset by lowerhigher capital expenditures.
Capital expenditures for the six months ended June 30, 20222023 were $1,475$1,688 million, $31$213 million lowerhigher than the prior year.year due primarily to investments in new plant and production equipment for operating and growth requirements.
At June 30, 2022,2023, Linde's sale of gas backlog of large projects under construction was approximately $3.6$4.4 billion. This represents the total estimated capital cost of large plants under construction.
Acquisitions, net of cash acquired for the six months ended June 30, 2023 and 2022 and 2021 were $49$834 million and $31$49 million, respectively, and related primarily to acquisitionsthe acquisition of nexAir in EMEA. the Americas (see Note 13 to the condensed consolidated financial statements).
Divestitures, net of cash divested and asset sales for the six months ended June 30, 2023 and 2022 and 2021 were $17$24 million and $77$17 million, respectively.
Financing
Cash used byfor financing activities was $3,656 million for the six months ended June 30, 2023 as compared to $1,759 million for the six months ended June 30, 2022 as compared to cash2022. Cash used for financing activities of $3,115debt was $642 million for the six months ended June 30, 2021. Cashin 2023 versus cash provided by debt wasof $2,760 million versus $314 million in 20212022, driven primarily by higherlower commercial paper borrowings and lower net debt issuances in 2022.2023. In January 2022,February 2023, Linde repaid €1.0 billion$500 million of 0.250%2.70% notes that became due. In March 2022,April 2023, Linde repaid €650 million of 2.00% notes and £300 million of 5.875% notes that became due. In June 2023, Linde issued €500 million of 1.000%3.625% notes due 2027,in 2025, €750 million of 1.375% notes due 2031, and €800 million of 1.625% notes due 2035. In May 2022, Linde repaid $500 million of 2.20%3.375% notes due in August 2022.2029 and €650 million of 3.625% notes due in 2034.
Net purchases of ordinary shares were $1,746 million in 2023 versus $3,307 million in 2022 versus $2,050 million in 2021.2022. On February 28, 2022, the company’s Board of Directors approved the additional repurchase of $10.0 billion of its ordinary shares. For additional information related to the share repurchase programs, see Part II Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Cash dividends of $1,177$1,246 million increased $75$69 million from 20212022 driven primarily by a 10%9% increase in quarterly dividends per share from $1.06$1.17 per share to $1.17$1.275 per share, partially offset by lower shares outstanding. Cash used for Noncontrolling interest transactions and other was $35$22 million for the six months ended June 30, 20222023 versus cash used of $277$35 million for the respective 2021 period due to the settlement of the buyout of minority interests in the Republic of South Africa in January of 2021.2022 period.
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 $3.7$3.4 billion of cash as of June 30, 2022,2023, and has a $5 billion and a $1.5 billion unsecured and undrawn revolving credit agreement with no associated financial covenants. No borrowings were outstanding under the credit agreementagreements as of June 30, 2022.2023. The company does not anticipate any limitations on its ability to access the debt capital markets and/or other external funding sources and remains committed to its strong ratings from Moody’s and Standard & Poor’s.
Legal Proceedings
See Note 9 to the condensed consolidated financial statements.
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 June 30, | Six Months Ended June 30, |
| 2022 | | 2021 | 2022 | 2021 |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
Adjusted Operating Profit and Operating Margin | | | | | |
Reported operating profit | $ | 589 | | | $ | 1,142 | | $ | 2,069 | | $ | 2,355 | |
Add: Russia-Ukraine conflict and other charges | 993 | | | 204 | | 989 | | 196 | |
| | | | | |
Add: Purchase accounting impacts - Linde AG (c) | 406 | | | 491 | | 835 | | 974 | |
Total adjustments | 1,399 | | | 695 | | 1,824 | | 1,170 | |
Adjusted operating profit | $ | 1,988 | | | $ | 1,837 | | $ | 3,893 | | $ | 3,525 | |
| | | | | |
Reported percentage change | (48) | % | | 93 | % | (12) | % | 78 | % |
Adjusted percentage change | 8 | % | | 39 | % | 10 | % | 32 | % |
| | | | | |
Reported sales | $ | 8,457 | | | $ | 7,584 | | $ | 16,668 | | $ | 14,827 | |
| | | | | |
Reported operating margin | 7.0 | % | | 15.1 | % | 12.4 | % | 15.9 | % |
Adjusted operating margin | 23.5 | % | | 24.2 | % | 23.4 | % | 23.8 | % |
| | | | | |
Adjusted Depreciation and amortization | | | | | |
Reported depreciation and amortization | $ | 1,091 | | | $ | 1,171 | | $ | 2,203 | | $ | 2,337 | |
Less: Purchase accounting impacts - Linde AG (c) | (401) | | | (479) | | (819) | | (957) | |
Adjusted depreciation and amortization | $ | 690 | | | $ | 692 | | $ | 1,384 | | $ | 1,380 | |
| | | | | |
Adjusted Other Income (Expense) - net | | | | | |
Reported Other Income (Expense) - net | $ | (36) | | | $ | (17) | | $ | (24) | | $ | (13) | |
Less: Purchase accounting impacts - Linde AG (c) | (5) | | | (12) | | (16) | | (17) | |
Adjusted Other Income (Expense) - net | $ | (31) | | | $ | (5) | | $ | (8) | | $ | 4 | |
| | | | | |
Adjusted Net Pension and OPEB Cost (Benefit), Excluding Service Cost | | | | | |
Reported net pension and OPEB cost (benefit), excluding service cost | $ | (62) | | | $ | (49) | | $ | (126) | | $ | (98) | |
Add: Pension settlement charges | — | | | — | | — | | — | |
Adjusted Net Pension and OPEB cost (benefit), excluding service costs | $ | (62) | | | $ | (49) | | $ | (126) | | $ | (98) | |
| | | | | |
Adjusted Interest Expense - Net | | | | | |
Reported interest expense - net | $ | 5 | | | $ | 18 | | $ | 14 | | $ | 38 | |
Add: Purchase accounting impacts - Linde AG (c) | 9 | | | 15 | | 19 | | 33 | |
| | | | | |
| | | | | |
Adjusted interest expense - net | $ | 14 | | | $ | 33 | | $ | 33 | | $ | 71 | |
| | | | | |
| | | | | | | | | | | | | | | |
Adjusted Income Taxes (a) | | | | | |
Reported income taxes | $ | 286 | | | $ | 334 | | $ | 655 | | $ | 602 | |
Add: Purchase accounting impacts - Linde AG (c) | 108 | | | 116 | | 216 | | 234 | |
Add: Pension settlement charges | — | | | — | | — | | — | |
Add: Russia-Ukraine conflict and other charges | 104 | | | 6 | | 101 | | 26 | |
| | | | | |
Total adjustments | 212 | | | 122 | | 317 | | 260 | |
Adjusted income taxes | $ | 498 | | | $ | 456 | | $ | 972 | | $ | 862 | |
| | | | | |
Adjusted Effective Tax Rate (a) | | | | | |
Reported income before income taxes and equity investments | $ | 646 | | | $ | 1,173 | | $ | 2,181 | | $ | 2,415 | |
Add: Pension settlement charge | — | | | — | | — | | — | |
Add: Purchase accounting impacts - Linde AG (c) | 397 | | | 476 | | 816 | | 941 | |
Add: Russia-Ukraine conflict and other charges | 993 | | | 204 | | 989 | | 196 | |
| | | | | |
Total adjustments | 1,390 | | | 680 | | 1,805 | | 1,137 | |
Adjusted income before income taxes and equity investments | $ | 2,036 | | | $ | 1,853 | | $ | 3,986 | | $ | 3,552 | |
| | | | | |
Reported Income taxes | $ | 286 | | | $ | 334 | | $ | 655 | | $ | 602 | |
Reported effective tax rate | 44.3 | % | | 28.5 | % | 30.0 | % | 24.9 | % |
| | | | | |
Adjusted income taxes | $ | 498 | | | $ | 456 | | $ | 972 | | $ | 862 | |
Adjusted effective tax rate | 24.5 | % | | 24.6 | % | 24.4 | % | 24.3 | % |
| | | | | |
Income from Equity Investments | | | | | |
Reported income from equity investments | $ | 50 | | | $ | 37 | | $ | 94 | | $ | 80 | |
Add: Purchase accounting impacts - Linde AG (c) | — | | | — | | — | | — | |
Add: Russia-Ukraine conflict and other charges (e) | 19 | | | 19 | | 39 | | 38 | |
Adjusted income from equity investments | $ | 69 | | | $ | 56 | | $ | 133 | | $ | 118 | |
| | | | | |
Adjusted Noncontrolling Interests from Continuing Operations | | | | | |
Reported noncontrolling interests from continuing operations | $ | (38) | | | $ | (36) | | $ | (74) | | $ | (74) | |
| | | | | |
Add: Purchase accounting impacts - Linde AG (c) | (3) | | | (2) | | (7) | | (7) | |
| | | | | |
Adjusted noncontrolling interests from continuing operations | $ | (41) | | | $ | (38) | | $ | (81) | | $ | (81) | |
| | | | | |
Adjusted Income from Continuing Operations (b) | | | | | |
Reported income from continuing operations | $ | 372 | | | $ | 840 | | $ | 1,546 | | $ | 1,819 | |
Add: Pension settlement charge | — | | | — | | — | | — | |
Add: Russia-Ukraine conflict and other charges | 889 | | | 198 | | 888 | | 170 | |
| | | | | |
Add: Purchase accounting impacts - Linde AG (c) | 305 | | | 377 | | 632 | | 738 | |
Total adjustments | 1,194 | | | 575 | | 1,520 | | 908 | |
Adjusted income from continuing operations | $ | 1,566 | | | $ | 1,415 | | $ | 3,066 | | $ | 2,727 | |
| | | | | |
| | | | | | | | | | | | | | | |
| Quarter Ended June 30, | Six Months Ended June 30, |
| 2023 | | 2022 | 2023 | 2022 |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
Adjusted Operating Profit and Operating Margin | | | | | |
Reported operating profit | $ | 2,011 | | | $ | 589 | | $ | 3,944 | | $ | 2,069 | |
Add: Other charges | 22 | | | 993 | | 40 | | 989 | |
| | | | | |
Add: Purchase accounting impacts - Linde AG (c) | 253 | | | 406 | | 508 | | 835 | |
Total adjustments | 275 | | | 1,399 | | 548 | | 1,824 | |
Adjusted operating profit | $ | 2,286 | | | $ | 1,988 | | $ | 4,492 | | $ | 3,893 | |
| | | | | |
Reported percentage change | 241 | % | | (48) | % | 91 | % | (12) | % |
Adjusted percentage change | 15 | % | | 8 | % | 15 | % | 10 | % |
| | | | | |
Reported sales | $ | 8,204 | | | $ | 8,457 | | $ | 16,397 | | $ | 16,668 | |
| | | | | |
Reported operating margin | 24.5 | % | | 7.0 | % | 24.1 | % | 12.4 | % |
Adjusted operating margin | 27.9 | % | | 23.5 | % | 27.4 | % | 23.4 | % |
| | | | | |
Adjusted Depreciation and amortization | | | | | |
Reported depreciation and amortization | $ | 960 | | | $ | 1,091 | | $ | 1,908 | | $ | 2,203 | |
Less: Purchase accounting impacts - Linde AG (c) | (251) | | | (401) | | (501) | | (819) | |
Adjusted depreciation and amortization | $ | 709 | | | $ | 690 | | $ | 1,407 | | $ | 1,384 | |
| | | | | |
Adjusted Other Income (Expense) - net | | | | | |
Reported Other Income (Expense) - net | $ | (27) | | | $ | (36) | | $ | (32) | | $ | (24) | |
Less: Purchase accounting impacts - Linde AG (c) | (2) | | | (5) | | (7) | | (16) | |
Adjusted Other Income (Expense) - net | $ | (25) | | | $ | (31) | | $ | (25) | | $ | (8) | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
Adjusted Interest Expense - Net | | | | | |
Reported interest expense - net | $ | 52 | | | $ | 5 | | $ | 89 | | $ | 14 | |
Add: Purchase accounting impacts - Linde AG (c) | 4 | | | 9 | | 13 | | 19 | |
Adjusted interest expense - net | $ | 56 | | | $ | 14 | | $ | 102 | | $ | 33 | |
| | | | | |
| | | | | |
| | | | | |
| | | | | | | | | | | | | | | |
Adjusted Diluted EPS from Continuing Operations (b) | | | | | |
Reported diluted EPS from continuing operations | $ | 0.74 | | | $ | 1.60 | | $ | 3.04 | | $ | 3.46 | |
Add: Pension settlement charge | — | | | — | | — | | — | |
Add: Russia-Ukraine conflict and other charges | 1.76 | | | 0.38 | | 1.75 | | 0.32 | |
| | | | | |
Add: Purchase accounting impacts - Linde AG (c) | 0.60 | | | 0.72 | | 1.24 | | 1.41 | |
Total adjustments | 2.36 | | | 1.10 | | 2.99 | | 1.73 | |
Adjusted diluted EPS from continuing operations | $ | 3.10 | | | $ | 2.70 | | $ | 6.03 | | $ | 5.19 | |
| | | | | |
Reported percentage change | (54) | % | | 84 | % | (12) | % | 79 | % |
Adjusted percentage change | 15 | % | | 42 | % | 16 | % | 37 | % |
| | | | | |
Adjusted EBITDA and % of Sales | | | | | |
Income from continuing operations | $ | 372 | | | $ | 840 | | $ | 1,546 | | $ | 1,819 | |
Add: Noncontrolling interests related to continuing operations | 38 | | | 36 | | 74 | | 74 | |
Add: Net pension and OPEB cost (benefit), excluding service cost | (62) | | | (49) | | (126) | | (98) | |
Add: Interest expense | 5 | | | 18 | | 14 | | 38 | |
Add: Income taxes | 286 | | | 334 | | 655 | | 602 | |
Add: Depreciation and amortization | 1,091 | | | 1,171 | | 2,203 | | 2,337 | |
EBITDA from continuing operations | $ | 1,730 | | | $ | 2,350 | | $ | 4,366 | | $ | 4,772 | |
Add: Russia-Ukraine conflict and other charges | 993 | | | 204 | | 989 | | 196 | |
Add: Purchase accounting impacts - Linde AG (c) | 23 | | | 31 | | 54 | | 55 | |
Total adjustments | 1,016 | | | 235 | | 1,043 | | 251 | |
Adjusted EBITDA from continuing operations | $ | 2,746 | | | $ | 2,585 | | $ | 5,409 | | $ | 5,023 | |
| | | | | |
Reported sales | $ | 8,457 | | | $ | 7,584 | | $ | 16,668 | | $ | 14,827 | |
% of sales | | | | | |
EBITDA from continuing operations | 20.5 | % | | 31.0 | % | 26.2 | % | 32.2 | % |
Adjusted EBITDA from continuing operations | 32.5 | % | | 34.1 | % | 32.5 | % | 33.9 | % |
| | | | | | | | | | | | | | | |
Adjusted Income Taxes (a) | | | | | |
Reported income taxes | $ | 438 | | | $ | 286 | | $ | 868 | | $ | 655 | |
Add: Purchase accounting impacts - Linde AG (c) | 67 | | | 108 | | 124 | | 216 | |
| | | | | |
Add: Other charges | 34 | | | 104 | | 79 | | 101 | |
Total adjustments | 101 | | | 212 | | 203 | | 317 | |
Adjusted income taxes | $ | 539 | | | $ | 498 | | $ | 1,071 | | $ | 972 | |
| | | | | |
Adjusted Effective Tax Rate (a) | | | | | |
Reported income before income taxes and equity investments | $ | 2,004 | | | $ | 646 | | $ | 3,945 | | $ | 2,181 | |
| | | | | |
Add: Purchase accounting impacts - Linde AG (c) | 249 | | | 397 | | 495 | | 816 | |
Add: Other charges | 22 | | | 993 | | 40 | | 989 | |
Total adjustments | 271 | | | 1,390 | | 535 | | 1,805 | |
Adjusted income before income taxes and equity investments | $ | 2,275 | | | $ | 2,036 | | $ | 4,480 | | $ | 3,986 | |
| | | | | |
Reported Income taxes | $ | 438 | | | $ | 286 | | $ | 868 | | $ | 655 | |
Reported effective tax rate | 21.9 | % | | 44.3 | % | 22.0 | % | 30.0 | % |
| | | | | |
Adjusted income taxes | $ | 539 | | | $ | 498 | | $ | 1,071 | | $ | 972 | |
Adjusted effective tax rate | 23.7 | % | | 24.5 | % | 23.9 | % | 24.4 | % |
| | | | | |
Income from Equity Investments | | | | | |
Reported income from equity investments | $ | 46 | | | $ | 50 | | $ | 87 | | $ | 94 | |
Add: Purchase accounting impacts - Linde AG (c) | 18 | | | 19 | | 36 | | 39 | |
Adjusted income from equity investments | $ | 64 | | | $ | 69 | | $ | 123 | | $ | 133 | |
| | | | | |
Adjusted Noncontrolling Interests | | | | | |
Reported noncontrolling interests | $ | (37) | | | $ | (38) | | $ | (73) | | $ | (74) | |
Add: Purchase accounting impacts - Linde AG (c) | (3) | | | (3) | | (6) | | (7) | |
Adjusted noncontrolling interests | $ | (40) | | | $ | (41) | | $ | (79) | | $ | (81) | |
| | | | | |
Adjusted Net Income - Linde plc (b) | | | | | |
Reported net income - Linde plc | $ | 1,575 | | | $ | 372 | | $ | 3,091 | | $ | 1,546 | |
| | | | | |
Add: Other charges | (12) | | | 889 | | (39) | | 888 | |
Add: Purchase accounting impacts - Linde AG (c) | 197 | | | 305 | | 401 | | 632 | |
Total adjustments | 185 | | | 1,194 | | 362 | | 1,520 | |
Adjusted net income - Linde plc | $ | 1,760 | | | $ | 1,566 | | $ | 3,453 | | $ | 3,066 | |
| | | | | |
| | | | | | | | | | | | | | | |
Adjusted Diluted EPS (b) | | | | | |
Reported diluted EPS | $ | 3.19 | | | $ | 0.74 | | $ | 6.25 | | $ | 3.04 | |
| | | | | |
Add: Other charges | (0.02) | | | 1.76 | | (0.08) | | 1.75 | |
Add: Purchase accounting impacts - Linde AG (c) | 0.40 | | | 0.60 | | 0.81 | | 1.24 | |
Total adjustments | 0.38 | | | 2.36 | | 0.73 | | 2.99 | |
Adjusted diluted EPS | $ | 3.57 | | | $ | 3.10 | | $ | 6.98 | | $ | 6.03 | |
| | | | | |
Reported percentage change | 331 | % | | (54) | % | 106 | % | (12) | % |
Adjusted percentage change | 15 | % | | 15 | % | 16 | % | 16 | % |
| | | | | |
Adjusted EBITDA and % of Sales | | | | | |
Net Income - Linde plc | $ | 1,575 | | | $ | 372 | | $ | 3,091 | | $ | 1,546 | |
Add: Noncontrolling interests | 37 | | | 38 | | 73 | | 74 | |
Add: Net pension and OPEB cost (benefit), excluding service cost | (45) | | | (62) | | (90) | | (126) | |
Add: Interest expense | 52 | | | 5 | | 89 | | 14 | |
Add: Income taxes | 438 | | | 286 | | 868 | | 655 | |
Add: Depreciation and amortization | 960 | | | 1,091 | | 1,908 | | 2,203 | |
EBITDA | $ | 3,017 | | | $ | 1,730 | | $ | 5,939 | | $ | 4,366 | |
Add: Other charges | 22 | | | 993 | | 40 | | 989 | |
Add: Purchase accounting impacts - Linde AG (c) | 20 | | | 23 | | 43 | | 54 | |
Total adjustments | 42 | | | 1,016 | | 83 | | 1,043 | |
Adjusted EBITDA | $ | 3,059 | | | $ | 2,746 | | $ | 6,022 | | $ | 5,409 | |
| | | | | |
Reported sales | $ | 8,204 | | | $ | 8,457 | | $ | 16,397 | | $ | 16,668 | |
% of sales | | | | | |
EBITDA | 36.8 | % | | 20.5 | % | 36.2 | % | 26.2 | % |
Adjusted EBITDA | 37.3 | % | | 32.5 | % | 36.7 | % | 32.5 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(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 2018 business combination was a merger of equals in an all-stock merger transaction, with no cash consideration, (ii) the company is managed on a geographic basis and the results of certain geographies are more heavily impacted by purchase accounting than others, causing results that are not comparable at the reportable segment level, therefore, the impacts of 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:Interests: Represents the noncontrolling interests’ ownership portion of the adjustments described above determined on an entity by entity basis. |
(e) Impairment charge related to a joint venture in the APAC segment. |
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.
| | | June 30, 2022 | | December 31, 2021 | | June 30, 2023 | | December 31, 2022 |
(Millions of dollars) | (Millions of dollars) | | | | (Millions of dollars) | | | |
Debt | Debt | $ | 16,043 | | | $ | 14,207 | | Debt | $ | 17,490 | | | $ | 17,914 | |
Less: cash and cash equivalents | Less: cash and cash equivalents | (3,655) | | | (2,823) | | Less: cash and cash equivalents | (3,357) | | | (5,436) | |
Net debt | Net debt | 12,388 | | | 11,384 | | Net debt | 14,133 | | | 12,478 | |
Less: purchase accounting impacts - Linde AG | Less: purchase accounting impacts - Linde AG | (38) | | | (61) | | Less: purchase accounting impacts - Linde AG | (10) | | | (22) | |
Adjusted net debt | Adjusted net debt | $ | 12,350 | | | $ | 11,323 | | Adjusted net debt | $ | 14,123 | | | $ | 12,456 | |
Supplemental Guarantee Information
On June 6, 2020,May 3, 2023, the company filed a Form S-3 Registration Statement with the SEC ("the Registration Statement").
Linde plc may offer debt securities, preferred shares, depositary shares and ordinary shares under the Registration Statement, and debt securities exchangeable for or convertible into preferred shares, ordinary shares or other debt securities. Debt securities of Linde plc may be guaranteed by Linde Inc and/or Linde GmbH. Linde plc may provide guarantees of debt securities offered by its wholly owned subsidiaries Linde Inc. or Linde Finance under the Registration Statement.
Linde Inc. is a wholly owned subsidiary of Linde plc. Linde Inc. may offer debt securities under the Registration Statement. Debt securities of Linde Inc. will be guaranteed by Linde plc, and such guarantees by Linde plc may be guaranteed by Linde GmbH. Linde Inc. may also provide (i) guarantees of debt securities offered by Linde plc under the Registration Statement and (ii) 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 combinationpre-existing Linde Inc. and Linde Finance notes, and Linde GmbH and Linde Inc., respectively, provided upstream guarantees of Linde plc’s downstream guarantees.
Linde plc has filed a base prospectus with the Luxembourg Stock Exchange for a €10.0 billion debt issuance program, under which Linde plc may offer debt securities. Linde Inc. and Linde GmbH have provided to Linde plc upstream guarantees in relation to debt securities of Linde plc offered under the European debt program.
For further information about the guarantees of the debt securities registered under the Registration Statement (including the ranking of such guarantees, limitations on enforceability of such guarantees and the circumstances under which such guarantees may be released), see “Description of Debt Securities – Guarantees” and “Description of Debt Securities – Ranking” in the Registration Statement, which subsections are incorporated herein by reference.
The following tables present summarized financial information for Linde plc, Linde Inc., Linde GmbH and Linde Finance on a combined basis, after eliminating intercompany transactions and balances between them and excluding investments in and equity in earnings from non-guarantor subsidiaries.
| (Millions of dollars) | (Millions of dollars) | | (Millions of dollars) | |
Statement of Income Data | Statement of Income Data | Six Months Ended June 30, 2022 | | Twelve Months Ended December 31, 2021 | Statement of Income Data | Six Months Ended June 30, 2023 | | Twelve Months Ended December 31, 2022 |
Sales | Sales | $ | 4,373 | | | $ | 7,767 | | Sales | $ | 4,026 | | | $ | 8,850 | |
Operating profit | Operating profit | 300 | | | 973 | | Operating profit | 775 | | | 1,337 | |
Net income | Net income | 75 | | | 721 | | Net income | 300 | | | 675 | |
Transactions with non-guarantor subsidiaries | Transactions with non-guarantor subsidiaries | 721 | | | 2,067 | | Transactions with non-guarantor subsidiaries | 1,208 | | | 2,241 | |
| Balance Sheet Data (at period end) | Balance Sheet Data (at period end) | | Balance Sheet Data (at period end) | |
Current assets (a) | Current assets (a) | $ | 7,607 | | | $ | 5,826 | | Current assets (a) | $ | 4,896 | | | $ | 11,478 | |
Long-term assets (b) | Long-term assets (b) | 13,849 | | | 15,928 | | Long-term assets (b) | 13,264 | | | 13,949 | |
Current liabilities (c) | Current liabilities (c) | 10,846 | | | 8,853 | | Current liabilities (c) | 9,647 | | | 11,767 | |
Long-term liabilities (d) | Long-term liabilities (d) | 43,887 | | | 42,860 | | Long-term liabilities (d) | 50,170 | | | 48,210 | |
| (a) From current assets above, amount due from non-guarantor subsidiaries | (a) From current assets above, amount due from non-guarantor subsidiaries | $ | 4,974 | | | $ | 4,209 | | (a) From current assets above, amount due from non-guarantor subsidiaries | $ | 3,034 | | | $ | 7,260 | |
(b) From long-term assets above, amount due from non-guarantor subsidiaries | (b) From long-term assets above, amount due from non-guarantor subsidiaries | 1,872 | | | 3,257 | | (b) From long-term assets above, amount due from non-guarantor subsidiaries | 495 | | | 1,982 | |
(c) From current liabilities above, amount due to non-guarantor subsidiaries | (c) From current liabilities above, amount due to non-guarantor subsidiaries | 1,498 | | | 1,304 | | (c) From current liabilities above, amount due to non-guarantor subsidiaries | 1,363 | | | 1,334 | |
(d) From long-term liabilities above, amount due to non-guarantor subsidiaries | (d) From long-term liabilities above, amount due to non-guarantor subsidiaries | 29,453 | | | 28,142 | | (d) From long-term liabilities above, amount due to non-guarantor subsidiaries | 34,087 | | | 33,268 | |
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Refer to Item 7A. to Part II of Linde's 20212022 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.
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, 2021.2022.
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 June 30, 20222023 is provided below:
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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 (1) (Millions) |
April 2022 | 1,535 | | | $ | 316.40 | | | 1,535 | | | $ | 8,257 | |
May 2022 | 2,196 | | | $ | 310.10 | | | 2,196 | | | $ | 7,576 | |
June 2022 | 1,323 | | | $ | 305.97 | | | 1,323 | | | $ | 7,171 | |
Second Quarter 2022 | 5,054 | | | $ | 310.93 | | | 5,054 | | | $ | 7,171 | |
| | | | | | | | | | | | | | | | | | | | | | | |
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 (1) (Millions) |
April 2023 | 830 | | | $ | 361.66 | | | 830 | | | $ | 4,179 | |
May 2023 | 997 | | | $ | 361.52 | | | 997 | | | $ | 3,818 | |
June 2023 | 682 | | | $ | 368.70 | | | 682 | | | $ | 3,567 | |
Second Quarter 2023 | 2,509 | | | $ | 363.52 | | | 2,509 | | | $ | 3,567 | |
(1) On February 28, 2022, the company's board of directors approved the repurchase of $10.0 billion of its ordinary shares ("2022 program") which could take place from time to time on the open market (and could include the use of 10b5-1 trading plans), subject to market and business conditions. The 2022 program has a maximum repurchase amount of 15% of outstanding shares, began on March 1, 2022 and expires on July 31, 2024.
As of June 30, 2022,2023, the company repurchased $2.8$6.4 billion of its ordinary shares pursuant to the 2022 program. As of June 30, 2022, $7.22023, $3.6 billion of share repurchases remain authorized under the 2022 program.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
On June 15, 2023, Sean Durbin, Executive Vice President, EMEA, adopted a written plan for certain transactions in the Ordinary Shares of Linde plc that is intended to satisfy the affirmative defense conditions of SEC Rule 10b5–1(c) (the “Plan”). The Plan will terminate on May 31, 2024, or earlier if, among other things, all the Ordinary Share transactions have been completed before such date. Under the Plan, Ordinary Shares may be sold if specified minimum market limit sale prices are achieved as follows: (1) 1,810 Ordinary Shares if such shares are acquired pursuant to the vesting and payout of previously granted restricted stock units, (2) 4,200 Ordinary Shares if such shares are acquired pursuant to the vesting and payout of previously granted performance share units, assuming a payout at the target number of units granted (the actual payout, if any, may be more or less than the 4,200 share target payout); and (3) 4,000 Ordinary Shares upon the exercise of a previously granted stock option.
None.
Item 6. Exhibits
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(a) | Exhibits | | | |
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*Indicates a management contract or compensatory plan or arrangement.
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) | |
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Date: July 28, 202227, 2023 | | By: /s/ Kelcey E. Hoyt | |
| | |
| | Kelcey E. Hoyt | |
| | Chief Accounting Officer | |