PART I - FINANCIAL INFORMATION [Item 1. Financial Statements (unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) The company presents its unaudited condensed consolidated financial statements for the periods ended September 30, 2023 [Consolidated Statements of Income](index=4&type=section&id=Consolidated%20Statements%20of%20Income) Q3 2023 sales decreased while operating profit and net income increased, a trend consistent with the nine-month results Consolidated Statements of Income (Q3 2023 vs Q3 2022) | Metric | Q3 2023 (Millions) | Q3 2022 (Millions) | Change | | :--- | :--- | :--- | :--- | | Sales | $8,155 | $8,797 | -7.3% | | Operating Profit | $2,052 | $1,613 | +27.2% | | Net Income – Linde plc | $1,565 | $1,273 | +23.0% | | Diluted EPS | $3.19 | $2.54 | +25.6% | Consolidated Statements of Income (Nine Months Ended Sep 30) | Metric | 2023 (Millions) | 2022 (Millions) | Change | | :--- | :--- | :--- | :--- | | Sales | $24,552 | $25,465 | -3.6% | | Operating Profit | $5,996 | $3,682 | +62.8% | | Net Income – Linde plc | $4,656 | $2,819 | +65.2% | | Diluted EPS | $9.43 | $5.57 | +69.3% | [Condensed Consolidated Balance Sheets](index=8&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets and shareholders' equity decreased slightly as of September 30, 2023, compared to year-end 2022 Condensed Consolidated Balance Sheet Highlights | (Millions of dollars) | Sep 30, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $3,894 | $5,436 | | Total Current Assets | $11,737 | $13,047 | | Property, plant and equipment - net | $23,624 | $23,548 | | Goodwill | $25,955 | $25,817 | | **Total Assets** | **$77,827** | **$79,658** | | **Liabilities & Equity** | | | | Total Current Liabilities | $14,162 | $16,479 | | Long-term debt | $13,232 | $12,198 | | **Total Liabilities** | **$37,589** | **$38,271** | | **Total Linde plc Shareholders' Equity** | **$38,898** | **$40,028** | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow remained strong while increased investing and financing activities led to a net decrease in cash Cash Flow Summary (Nine Months Ended Sep 30) | (Millions of dollars) | 2023 | 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $6,578 | $6,769 | | Net cash used for investing activities | $(3,444) | $(2,207) | | Net cash used for financing activities | $(4,620) | $(3,479) | | **Change in cash and cash equivalents** | **$(1,542)** | **$933** | - Key uses of cash in the first nine months of 2023 included capital expenditures of **$2.64 billion**, acquisitions of **$842 million**, share repurchases of **$2.93 billion**, and dividend payments of **$1.87 billion**[26](index=26&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the Frankfurt delisting, reorganization costs, legal contingencies, and the nexAir acquisition - In Q1 2023, the company completed an intercompany reorganization, resulting in the **delisting of its shares from the Frankfurt Stock Exchange** and now trades exclusively on the NYSE[30](index=30&type=chunk)[31](index=31&type=chunk) - Other charges for the nine months ended Sep 30, 2023 were **$42 million**, a significant decrease from **$1,004 million** in 2022, which included a **$787 million loss** from deconsolidating its Russian business[34](index=34&type=chunk)[37](index=37&type=chunk) - Linde faces a contingent liability of **$1.1 billion** related to a terminated engineering project in Russia and is involved in arbitration proceedings to defend its position[82](index=82&type=chunk)[85](index=85&type=chunk) - On January 5, 2023, Linde acquired the remaining 77% of nexAir, LLC for **$859 million in cash**, resulting in **$458 million of goodwill**[111](index=111&type=chunk)[117](index=117&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=27&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial results, highlighting strong pricing and productivity driving profit growth despite lower sales [Consolidated Results](index=29&type=section&id=Consolidated%20Results) Q3 2023 sales fell 7% due to lower cost pass-through, but adjusted operating profit and EPS grew significantly Q3 2023 vs Q3 2022 Performance Summary | Metric | Q3 2023 | Q3 2022 | % Change | | :--- | :--- | :--- | :--- | | Sales | $8,155 M | $8,797 M | (7)% | | Adjusted Operating Profit | $2,306 M | $2,010 M | 15% | | Adjusted Operating Margin | 28.3% | 22.8% | +550 bps | | Adjusted Diluted EPS | $3.63 | $3.10 | 17% | - The main drivers for the **7% sales decline** in Q3 2023 were cost pass-through (-6%), Engineering (-4%), and volume (-2%), partially offset by price attainment (+5%)[123](index=123&type=chunk)[128](index=128&type=chunk) [Segment Discussion](index=34&type=section&id=Segment%20Discussion) Industrial gas segments delivered strong operating profit growth, while the Engineering segment's sales declined Q3 2023 Segment Operating Profit | Segment | Q3 2023 Operating Profit (M) | Q3 2022 Operating Profit (M) | % Change | | :--- | :--- | :--- | :--- | | Americas | $1,074 | $974 | 10% | | EMEA | $634 | $465 | 36% | | APAC | $459 | $429 | 7% | | Engineering | $116 | $150 | (23)% | - The Americas segment's **10% operating profit growth** was driven by higher pricing (+5% to sales) and the nexAir acquisition (+3% to sales)[157](index=157&type=chunk)[159](index=159&type=chunk) - The EMEA segment saw a substantial **36% increase in operating profit**, benefiting from strong pricing (+6% to sales) and favorable currency (+6%)[160](index=160&type=chunk)[162](index=162&type=chunk)[163](index=163&type=chunk) - Engineering segment sales **declined 44%** and operating profit **fell 23%** in Q3 2023 due to project timing and the wind-down of sanctioned projects in Russia[167](index=167&type=chunk)[168](index=168&type=chunk)[170](index=170&type=chunk) [Liquidity, Capital Resources and Other Financial Data](index=40&type=section&id=Liquidity%2C%20Capital%20Resources%20and%20Other%20Financial%20Data) The company maintained strong liquidity after significant capital deployment for investments and shareholder returns Cash Flow Summary (Nine Months Ended Sep 30, 2023) | (Millions of dollars) | Amount | | :--- | :--- | | Net cash provided by operating activities | $6,578 | | Capital expenditures | $(2,636) | | Acquisitions, net of cash acquired | $(842) | | Net purchases of ordinary shares | $(2,900) | | Cash dividends - Linde plc shareholders | $(1,866) | - The company's sale of gas backlog for large projects under construction was approximately **$4.5 billion** as of September 30, 2023[182](index=182&type=chunk) - Linde maintains access to a **$5 billion** revolving credit facility and a **$1.5 billion** facility, both of which were undrawn as of September 30, 2023[48](index=48&type=chunk)[187](index=187&type=chunk) [NON-GAAP MEASURES AND RECONCILIATIONS](index=42&type=section&id=NON-GAAP%20MEASURES%20AND%20RECONCILIATIONS) This section reconciles GAAP to non-GAAP measures, adjusting for purchase accounting and other charges Reconciliation of Reported to Adjusted Operating Profit (Q3 2023) | (Millions of dollars) | Amount | | :--- | :--- | | Reported operating profit | $2,052 | | Add: Other charges | $2 | | Add: Purchase accounting impacts - Linde AG | $252 | | **Adjusted operating profit** | **$2,306** | Reconciliation of Reported to Adjusted Diluted EPS (Q3 2023) | Per Share Data | Amount | | :--- | :--- | | Reported diluted EPS | $3.19 | | Add: Pension settlement charge | $0.02 | | Add: Other charges | $0.00 | | Add: Purchase accounting impacts - Linde AG | $0.42 | | **Adjusted diluted EPS** | **$3.63** | - The company excludes purchase accounting impacts from the Linde AG merger from its non-GAAP measures due to the merger's structure and for management compensation purposes[194](index=194&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's market risk disclosures reference the 2022 Annual Report on Form 10-K - There is no new information provided on market risk; the report refers to the disclosures in the **2022 Annual Report on Form 10-K**[214](index=214&type=chunk) [Item 4. Controls and Procedures](index=46&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective with no material changes to internal controls - The principal executive officer and principal financial officer have concluded that the company's **disclosure controls and procedures are effective**[216](index=216&type=chunk) - **No material changes** in internal control over financial reporting occurred during the quarter[216](index=216&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings](index=47&type=section&id=Item%201.%20Legal%20Proceedings) The company details significant legal matters, including disputes in Brazil and Russia, in Note 9 - The company is involved in several legal proceedings, with significant matters including Brazilian tax issues and a dispute with RusChemAlliance (RCA) over a terminated project in Russia[218](index=218&type=chunk)[75](index=75&type=chunk) [Item 1A. Risk Factors](index=47&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors were reported since the 2022 Annual Report on Form 10-K - **No material changes** to the risk factors disclosed in the 2022 Form 10-K have occurred during the quarterly period[219](index=219&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=47&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased $1.2 billion in shares in Q3 and approved a new $15 billion repurchase program Share Repurchases (Q3 2023) | Period | Total Shares Purchased (Thousands) | Average Price Paid Per Share | | :--- | :--- | :--- | | July 2023 | 905 | $376.98 | | August 2023 | 997 | $380.63 | | September 2023 | 1,264 | $377.81 | | **Third Quarter 2023** | **3,166** | **$378.46** | - On October 23, 2023, the company's board of directors approved a new **$15.0 billion share repurchase program**[220](index=220&type=chunk) [Item 3. Defaults Upon Senior Securities](index=47&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported during the period - None[221](index=221&type=chunk) [Item 4. Mine Safety Disclosures](index=47&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Not applicable[222](index=222&type=chunk) [Item 5. Other Information](index=47&type=section&id=Item%205.%20Other%20Information) No other information was reported for this item - None[223](index=223&type=chunk) [Item 6. Exhibits](index=48&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the report, including officer certifications and XBRL data - Exhibits filed include CEO and CFO certifications pursuant to Rule 13a-14(a) and Section 1350, as well as XBRL data files[224](index=224&type=chunk)

Financial Performance - Full-Year 2023 Adjusted EPS is projected to be in the range of $13.80 to $14.00, representing a +12% to +14% increase compared to 2022, assuming no currency impact[2] - Third Quarter 2023 Adjusted EPS is expected to be in the range of $3.48 to $3.58, a +12% to +15% increase versus 2022, with an estimated YoY currency tailwind of +2%[2] - Second Quarter 2023 diluted EPS was $3.57, a +15% increase YoY[105] - The company's After-Tax ROC was 24.9%, a +490 bps increase YoY[105] Sales and Operations - Second Quarter 2023 sales were $8.204 billion, a -3% decrease YoY[105] - Americas sales in 2Q 2023 were $3.541 billion to $3.551 billion, a +1% increase YoY[5] - EMEA sales in 2Q 2023 were $2.160 billion to $2.177 billion, a +1% increase YoY[17] - APAC sales in 2Q 2023 were $1.683 billion to $1.598 billion, a +2% increase YoY[7] - The company's high-quality project backlog is $7.8 billion[91] Capital Allocation and Investments - The company's CAPEX for Full-Year 2023 is projected to be $3.5 billion to $4.0 billion[2] - The company reinvested $2.5 billion in the business YTD[18] - The company returned $2.9 billion to shareholders YTD, including $1.7 billion in net share buybacks and $1.2 billion in dividends[19]

PART I - FINANCIAL INFORMATION [Item 1. Financial Statements (unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) The unaudited condensed consolidated financial statements detail performance for the three and six months ended June 30, 2023 Consolidated Statements of Income - Q2 2023 vs Q2 2022 | Metric | Q2 2023 (Millions USD) | Q2 2022 (Millions USD) | Change | | :--- | :--- | :--- | :--- | | Sales | 8,204 | 8,457 | -3.0% | | Operating Profit | 2,011 | 589 | +241.4% | | Net Income – Linde plc | 1,575 | 372 | +323.4% | | Diluted EPS | $3.19 | $0.74 | +331.1% | Consolidated Statements of Income - Six Months Ended June 30, 2023 vs 2022 | Metric | H1 2023 (Millions USD) | H1 2022 (Millions USD) | Change | | :--- | :--- | :--- | :--- | | Sales | 16,397 | 16,668 | -1.6% | | Operating Profit | 3,944 | 2,069 | +90.6% | | Net Income – Linde plc | 3,091 | 1,546 | +99.9% | | Diluted EPS | $6.25 | $3.04 | +105.6% | Condensed Consolidated Balance Sheet Highlights | Metric | June 30, 2023 (Millions USD) | Dec 31, 2022 (Millions USD) | | :--- | :--- | :--- | | Total Assets | 78,718 | 79,658 | | Total Liabilities | 37,470 | 38,271 | | Total Equity | 41,235 | 41,374 | | Cash and cash equivalents | 3,357 | 5,436 | Condensed Consolidated Statements of Cash Flows Highlights - Six Months Ended June 30 | Metric | 2023 (Millions USD) | 2022 (Millions USD) | | :--- | :--- | :--- | | Net cash provided by operating activities | 4,058 | 4,133 | | Net cash used for investing activities | (2,498) | (1,507) | | Net cash used for financing activities | (3,656) | (1,759) | | Change in cash and cash equivalents | (2,079) | 832 | [Note 2. Other Charges](index=11&type=section&id=Note%202.%20Other%20Charges) The company incurred charges for severance and reorganization, including a significant 2022 loss from Russian business deconsolidation - Other charges for Q2 2023 were **$22 million**, primarily related to severance in the Engineering segment and expenses from an intercompany reorganization[34](index=34&type=chunk) - In Q2 2022, the company deconsolidated its Russian gas and engineering businesses due to the Russia-Ukraine conflict, resulting in a **pre-tax loss of $787 million**[37](index=37&type=chunk) [Note 10. Segments](index=20&type=section&id=Note%2010.%20Segments) Segment performance shows the Americas as the largest contributor to sales and operating profit, with growth across all geographic segments Sales by Segment - Six Months Ended June 30 (Millions USD) | Segment | 2023 | 2022 | | :--- | :--- | :--- | | Americas | 7,092 | 6,759 | | EMEA | 4,337 | 4,292 | | APAC | 3,281 | 3,253 | | Engineering | 1,035 | 1,372 | | Other | 652 | 992 | | **Total** | **16,397** | **16,668** | Segment Operating Profit - Six Months Ended June 30 (Millions USD) | Segment | 2023 | 2022 | | :--- | :--- | :--- | | Americas | 2,095 | 1,814 | | EMEA | 1,237 | 1,039 | | APAC | 895 | 825 | | Engineering | 256 | 248 | | Other | 9 | (33) | | **Total** | **4,492** | **3,893** | [Note 12. Revenue Recognition](index=23&type=section&id=Note%2012.%20Revenue%20Recognition) Revenue is primarily generated from industrial gases, with remaining performance obligations estimated at approximately $47 billion - The company's industrial gas revenue is generated through three main distribution methods: on-site (long-term contracts), merchant (bulk liquid), and packaged gases (cylinders)[91](index=91&type=chunk) Sales by Distribution Method - Q2 2023 (Millions USD) | Method | Americas | EMEA | APAC | Engineering | Other | Total | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Merchant | 1,094 | 704 | 570 | — | 53 | 2,421 | | On-Site | 756 | 493 | 677 | — | — | 1,926 | | Packaged Gas | 1,638 | 946 | 366 | — | 12 | 2,962 | | Other | 53 | 17 | 70 | 495 | 260 | 895 | | **Total** | **3,541** | **2,160** | **1,683** | **495** | **325** | **8,204** | - The company estimates remaining performance obligations from future minimum purchase requirements and plant sales to be approximately **$47 billion**, excluding Russian projects impacted by sanctions[106](index=106&type=chunk) [Note 13. Business Acquisition](index=26&type=section&id=Note%2013.%20Business%20Acquisition) The company acquired the remaining stake in nexAir, LLC for $859 million, expanding its geographic footprint in the Americas - Linde acquired the remaining 77% of nexAir, LLC on January 5, 2023, for a total purchase price of **$859 million** in an all-cash transaction[107](index=107&type=chunk) - The acquisition added **$101 million in sales for Q2 2023** and **$204 million for the six months ended June 30, 2023**, and was consolidated into the Americas business segment[108](index=108&type=chunk) - The preliminary purchase price allocation includes **$245 million in customer relationships** (intangible assets) and **$458 million in goodwill**[110](index=110&type=chunk)[112](index=112&type=chunk)[113](index=113&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=28&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses a sales decline driven by lower cost pass-through but highlights increased adjusted operating profit from pricing and productivity [Consolidated Results](index=29&type=section&id=Consolidated%20Results) Q2 2023 sales decreased 3% to $8.2 billion, while adjusted operating profit and adjusted diluted EPS grew by 15% Q2 2023 vs Q2 2022 Performance Summary | Metric | Q2 2023 | Q2 2022 | Variance | | :--- | :--- | :--- | :--- | | Sales | $8,204M | $8,457M | (3)% | | Reported Operating Profit | $2,011M | $589M | 241% | | Adjusted Operating Profit | $2,286M | $1,988M | 15% | | Reported Diluted EPS | $3.19 | $0.74 | 331% | | Adjusted Diluted EPS | $3.57 | $3.10 | 15% | - Key drivers for the 3% sales decline in Q2 2023 were cost pass-through (-4%), acquisitions/divestitures (-2%), engineering (-2%), currency (-1%), and volume (-1%), offset by a **7% increase from price/mix**[118](index=118&type=chunk)[124](index=124&type=chunk) [Segment Discussion](index=34&type=section&id=Segment%20Discussion) All geographic segments reported operating profit growth in Q2 2023, driven by strong pricing, while Engineering sales declined - Americas Q2 sales grew 1% to $3.54B, with **operating profit up 18% to $1.07B**, driven by 6% price/mix improvement and the nexAir acquisition[152](index=152&type=chunk)[154](index=154&type=chunk) - EMEA Q2 sales increased 1% to $2.16B, with **operating profit up 18% to $630M**, benefiting from an 11% price/mix increase that offset a 4% volume decline[155](index=155&type=chunk)[157](index=157&type=chunk)[159](index=159&type=chunk) - APAC Q2 sales grew 2% to $1.68B, with **operating profit up 11% to $472M**, supported by 3% volume growth and 5% price/mix improvement, despite a 5% currency headwind[160](index=160&type=chunk)[161](index=161&type=chunk)[162](index=162&type=chunk) [Liquidity, Capital Resources and Other Financial Data](index=40&type=section&id=Liquidity%2C%20Capital%20Resources%20and%20Other%20Financial%20Data) Operating cash flow remained strong at $4.1 billion, while investing and financing activities increased due to acquisitions and share repurchases - Cash from operations for H1 2023 was **$4,058 million**, down 2% from $4,133 million in H1 2022, mainly due to higher working capital requirements[173](index=173&type=chunk)[174](index=174&type=chunk) - Investing activities in H1 2023 used **$2,498 million**, including **$1,688 million in capital expenditures** and **$834 million for acquisitions** (primarily nexAir)[176](index=176&type=chunk)[177](index=177&type=chunk) - Financing activities in H1 2023 used **$3,656 million**, consisting of **$1,746 million in net share repurchases** and **$1,246 million in dividends**[173](index=173&type=chunk)[179](index=179&type=chunk)[180](index=180&type=chunk)[181](index=181&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) Market risk disclosures remain materially unchanged from the company's 2022 Annual Report on Form 10-K - The company's disclosures regarding market risk have not materially changed and are detailed in its 2022 Annual Report on Form 10-K[210](index=210&type=chunk) [Item 4. Controls and Procedures](index=46&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective with no material changes to internal controls during the quarter - The principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective as of the end of the quarter[212](index=212&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, these controls[212](index=212&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings](index=47&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in ongoing legal matters related to Brazilian tax, German shareholder proceedings, and Russian project arbitration - The company is involved in various legal proceedings, as detailed in Note 9 to the condensed consolidated financial statements[214](index=214&type=chunk) [Item 1A. Risk Factors](index=47&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the 2022 Annual Report - There have been no material changes to the risk factors disclosed in the company's 2022 Annual Report on Form 10-K[215](index=215&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=47&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased approximately 2.5 million shares for $912 million in Q2 2023 under its existing buyback program Share Repurchases - Q2 2023 | Period | Shares Purchased (Thousands) | Average Price Paid Per Share | | :--- | :--- | :--- | | April 2023 | 830 | $361.66 | | May 2023 | 997 | $361.52 | | June 2023 | 682 | $368.70 | | **Total Q2 2023** | **2,509** | **$363.52** | - As of June 30, 2023, **$3.6 billion of share repurchases remain authorized** under the $10 billion program that expires on July 31, 2024[216](index=216&type=chunk) [Item 5. Other Information](index=47&type=section&id=Item%205.%20Other%20Information) An executive vice president adopted a Rule 10b5-1 trading plan for potential sales of company shares - An executive, Sean Durbin, adopted a Rule 10b5-1 trading plan on June 15, 2023, for potential sales of company shares through May 31, 2024[219](index=219&type=chunk) [Item 6. Exhibits](index=48&type=section&id=Item%206.%20Exhibits) The filing includes required exhibits such as officer certifications, debt agreements, and interactive data files - The report includes several exhibits, such as debt agreements, officer certifications (Rule 13a-14(a) and Section 1350), and XBRL interactive data files[220](index=220&type=chunk)

Financial Performance - First quarter sales reached $8.193 billion, showing a 0% year-over-year change but a 4% sequential increase [30] - Operating profit for the first quarter was $2.206 billion, a 16% increase year-over-year and a 10% sequential increase [30] - Diluted EPS reached a record of $3.42, a 17% year-over-year increase, or 20% excluding foreign exchange impacts [30] - The company raised its full-year adjusted EPS guidance to a range of $13.45 to $13.85, representing a 9% to 13% increase compared to 2022 [43] - Capital expenditures (Capex) for the first quarter were $829 million, a 28% increase year-over-year [30] - Free cash flow was $1.079 billion in Q1 [10] Segment Performance - Sales in the Americas increased by 4% sequentially [36] - Sales in EMEA increased by 7% sequentially [49] - Sales in APAC increased by 2% sequentially [38] Strategic Initiatives - The company is focused on clean energy projects, including electrolyzers and carbon capture technologies [25, 29] - The company is leveraging engineering and technology capabilities to build on its hydrogen business, which is valued at approximately $3 billion [39] - The company is optimizing its base through productivity, digitalization, portfolio optimization, and price management [101]

Linde plc (NASDAQ:LIN) Q1 2023 Earnings Conference Call April 27, 2023 9:00 AM ET Company Participants Juan Pelaez - Head, Investor Relations Sanjiv Lamba - Chief Executive Officer Matt White - Chief Financial Officer Conference Call Participants Mike Leithead - Barclays Nicola Tang - BNP Paribas Jeff Zekauskas - JPMorgan Duffy Fischer - Goldman Sachs David Begleiter - Deutsche Bank Peter Clark - Société Générale Steve Byrne - Bank of America Michael Sison - Wells Fargo Vincent Andrews - Morgan Stanley Dan ...

[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements (unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) This section presents Linde plc's unaudited condensed consolidated financial statements for Q1 2023, encompassing income, balance sheet, and cash flow statements, alongside detailed accounting notes and segment data [Consolidated Statements of Income](index=4&type=section&id=Consolidated%20Statements%20of%20Income) Linde plc reported Q1 2023 sales of **$8.193 billion**, a slight decrease, while operating profit surged **31%** to **$1.933 billion**, and diluted EPS grew **33%** to **$3.06** Consolidated Statements of Income - Q1 2023 vs Q1 2022 | Metric | Q1 2023 (Millions USD) | Q1 2022 (Millions USD) | Change | | :--- | :--- | :--- | :--- | | Sales | $8,193 | $8,211 | -0.2% | | Operating Profit | $1,933 | $1,480 | +30.6% | | Net Income – Linde plc | $1,516 | $1,174 | +29.1% | | Diluted EPS | $3.06 | $2.30 | +33.0% | [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2023, total assets reached **$80.308 billion**, with total liabilities at **$38.972 billion**, and total equity remaining stable at **$41.323 billion** Condensed Consolidated Balance Sheet Highlights | Metric | March 31, 2023 (Millions USD) | December 31, 2022 (Millions USD) | | :--- | :--- | :--- | | Total Current Assets | $12,904 | $13,047 | | Total Assets | $80,308 | $79,658 | | Total Current Liabilities | $17,785 | $16,479 | | Total Liabilities | $38,972 | $38,271 | | Total Equity | $41,323 | $41,374 | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operating activities decreased to **$1.908 billion** in Q1 2023, while investing activities used **$1.634 billion**, and financing activities shifted to a **$764 million** outflow Cash Flow Summary - Three Months Ended March 31 | Activity | 2023 (Millions USD) | 2022 (Millions USD) | | :--- | :--- | :--- | | Net cash provided by operating activities | $1,908 | $2,000 | | Net cash used for investing activities | $(1,634) | $(665) | | Net cash provided by (used for) financing activities | $(764) | $244 | | Change in cash and cash equivalents | $(474) | $1,641 | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes detail significant accounting policies, segment performance, debt, and financial instruments, highlighting the Frankfurt delisting, nexAir acquisition, and ongoing legal contingencies - On March 1, 2023, the company completed an intercompany reorganization, resulting in its delisting from the Frankfurt Stock Exchange and a new holding company on the NYSE[23](index=23&type=chunk)[24](index=24&type=chunk) - The company recorded **$18 million** in 'Other charges' in Q1 2023, primarily due to the intercompany reorganization, with a **$45 million** net income tax benefit[27](index=27&type=chunk) - On January 5, 2023, Linde acquired the remaining 77% of nexAir, LLC for **$859 million**, generating **$458 million** in goodwill[94](index=94&type=chunk)[101](index=101&type=chunk) - As of March 31, 2023, Linde held approximately **$1.2 billion** in contract liabilities for advance payments related to suspended RusChemAlliance (RCA) engineering projects in Russia[67](index=67&type=chunk)[68](index=68&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2023 financial results, noting flat sales of **$8.2 billion**, a **16%** increase in adjusted operating profit to **$2.2 billion**, and a **17%** rise in adjusted EPS to **$3.42**, driven by pricing and productivity [Consolidated Results](index=25&type=section&id=Consolidated%20Results) Q1 2023 reported sales were flat at **$8.193 billion**, driven by **8%** price attainment offsetting currency and divestiture impacts, while adjusted operating profit increased **16%** to **$2.206 billion** Q1 2023 vs Q1 2022 Performance Summary | Metric | Q1 2023 | Q1 2022 | Variance | | :--- | :--- | :--- | :--- | | Sales | $8,193M | $8,211M | 0% | | Reported Operating Profit | $1,933M | $1,480M | +31% | | Adjusted Operating Profit | $2,206M | $1,905M | +16% | | Reported Diluted EPS | $3.06 | $2.30 | +33% | | Adjusted Diluted EPS | $3.42 | $2.93 | +17% | - Key factors influencing Q1 2023 sales included **+8%** from Price/Mix, offset by **-3%** from Currency, **-2%** from acquisitions/divestitures, **-2%** from Engineering, and **-1%** from cost pass-through[112](index=112&type=chunk) [Segment Discussion](index=29&type=section&id=Segment%20Discussion) Q1 2023 segment performance varied, with Americas sales up **10%** to **$3.6 billion**, EMEA up **1%** to **$2.2 billion**, APAC flat at **$1.6 billion**, and Engineering sales down **26%** to **$540 million** Sales by Segment (Q1 2023 vs Q1 2022) | Segment | Q1 2023 Sales (Millions USD) | Q1 2022 Sales (Millions USD) | Variance | | :--- | :--- | :--- | :--- | | Americas | $3,551 | $3,241 | +10% | | EMEA | $2,177 | $2,148 | +1% | | APAC | $1,598 | $1,602 | 0% | | Engineering | $540 | $728 | -26% | | Other | $327 | $492 | -34% | Operating Profit by Segment (Q1 2023 vs Q1 2022) | Segment | Q1 2023 Op. Profit (Millions USD) | Q1 2022 Op. Profit (Millions USD) | Variance | | :--- | :--- | :--- | :--- | | Americas | $1,025 | $904 | +13% | | EMEA | $607 | $503 | +21% | | APAC | $423 | $399 | +6% | | Engineering | $149 | $143 | +4% | | Other | $2 | $(44) | +105% | [Liquidity, Capital Resources and Other Financial Data](index=35&type=section&id=Liquidity%2C%20Capital%20Resources%20and%20Other%20Financial%20Data) Cash from operations decreased **5%** to **$1.9 billion** in Q1 2023, with increased capital expenditures and acquisitions, while financing activities included **$846 million** in share repurchases and **$623 million** in dividends - Cash from operations was **$1,908 million**, a **5%** decrease from the prior year, primarily due to higher working capital requirements[159](index=159&type=chunk) - Capital expenditures totaled **$829 million**, an increase from **$649 million** in Q1 2022[161](index=161&type=chunk) - The company repurchased a net **$846 million** of its ordinary shares and paid **$623 million** in dividends during the quarter[165](index=165&type=chunk)[166](index=166&type=chunk) - Linde's sale of gas backlog for large projects under construction was approximately **$4.2 billion** as of March 31, 2023[162](index=162&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=42&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section confirms no material changes to the company's market risk disclosures compared to its 2022 Annual Report on Form 10-K - There were no material changes to market risk disclosures compared to the 2022 Annual Report on Form 10-K[194](index=194&type=chunk) [Item 4. Controls and Procedures](index=42&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of Q1 2023, with no material changes to internal control over financial reporting during the quarter - The principal executive and financial officers concluded that the company's disclosure controls and procedures are effective as of the quarter-end[196](index=196&type=chunk) - No material changes occurred during the quarter affecting the company's internal control over financial reporting[196](index=196&type=chunk) [PART II - OTHER INFORMATION](index=43&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=43&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 9 of the condensed consolidated financial statements for details on current legal proceedings - Details on current legal proceedings are provided in Note 9 to the condensed consolidated financial statements[198](index=198&type=chunk) [Item 1A. Risk Factors](index=43&type=section&id=Item%201A.%20Risk%20Factors) The company reports no material changes to the risk factors previously disclosed in its 2022 Annual Report on Form 10-K - There have been no material changes to the risk factors disclosed in the company's 2022 Annual Report on Form 10-K[199](index=199&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=43&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q1 2023, Linde repurchased **2.713 million** ordinary shares for approximately **$890 million**, with **$4.5 billion** remaining under the **$10 billion** repurchase program Share Repurchases - Q1 2023 | Period | Shares Purchased (Thousands) | Average Price Paid Per Share | | :--- | :--- | :--- | | January 2023 | 358 | $325.21 | | February 2023 | 2,136 | $326.37 | | March 2023 | 219 | $348.26 | | **First Quarter 2023 Total** | **2,713** | **$327.99** | - As of March 31, 2023, **$4.5 billion** in share repurchases remain authorized under the **$10 billion** program announced in February 2022, expiring July 31, 2024[200](index=200&type=chunk) [Item 6. Exhibits](index=44&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including corporate governance documents, supplemental indentures, and officer certifications - Exhibits filed include the Amended and Restated Memorandum and Articles of Association, supplemental indentures, and certifications under Rule 13a-14(a) and Section 1350[204](index=204&type=chunk)

Table of Contents For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38730 LINDE PLC (Exact name of registrant as specified in its charter) 98-1448883 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________________________________ FORM 10-K _______________________________________________ ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) ...

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