Non-GAAP Measures



Throughout MD&A, the company provides adjusted operating results from continuing
operations exclusive of certain items such as cost reduction programs and other
charges, net gains on sale of businesses, purchase accounting impacts of the
Linde AG merger and pension settlement charges. Adjusted amounts are non-GAAP
measures which are intended to supplement investors' understanding of the
company's financial information by providing measures which investors, financial
analysts and management find useful in evaluating the company's operating
performance. Items which the company does not believe to be indicative of
on-going business performance are excluded from these calculations so that
investors can better evaluate and analyze historical and future business trends
on a consistent basis. In addition, operating results from continuing
operations, excluding these items, is important to management's development of
annual and long-term employee incentive compensation plans. Definitions of these
non-GAAP measures may not be comparable to similar definitions used by other
companies and are not a substitute for similar GAAP measures.


The non-GAAP measures and reconciliations are separately included in a later section in the MD&A titled "Non-GAAP Measures and Reconciliations."

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  Consolidated Results
The following table provides summary information for the quarters and six months
ended June 30, 2022 and 2021. 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,
(Millions of dollars, except per share                                                                                                  2021
data)                                       2022                   2021               Variance                 2022                                        Variance
Sales                                  $    8,457               $  7,584                     12  %       $     16,668                $ 14,827                     12  %
Cost of sales, exclusive of
depreciation and amortization          $    4,940               $  4,194                     18  %       $      9,738                $  8,248                     18  %
As a percent of sales                        58.4   %               55.3  %                                      58.4   %                55.6  %
Selling, general and administrative    $      771               $    822                     (6) %       $      1,573                $  1,609                     (2) %
As a percent of sales                         9.1   %               10.8  %                                       9.4   %                10.9  %
Depreciation and amortization          $    1,091               $  1,171                     (7) %       $      2,203                $  2,337                     (6) %
Russia-Ukraine conflict and other
charges (b)                            $      993               $    204                    387  %       $        989                $    196

405 %



Other income (expense) - net           $      (36)              $    (17)                  (112) %       $        (24)               $    (13)                   (85) %
Operating profit                       $      589               $  1,142                    (48) %       $      2,069                $  2,355                    (12) %
Operating margin                              7.0   %               15.1  %                                      12.4   %                15.9  %
Interest expense - net                 $        5               $     18                    (72) %       $         14                $     38                    (63) %
Net pension and OPEB cost (benefit),
excluding service cost                 $      (62)              $    (49)                    27  %       $       (126)               $    (98)                    29  %
Effective tax rate                           44.3   %               28.5  %                                      30.0   %                24.9  %
Income from equity investments         $       50               $     37                     35  %       $         94                $     80                     18  %
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) %
Diluted shares outstanding                505,269                523,723                     (4) %            508,432                 525,380                     (3) %
Number of employees                        72,438                 71,736                      1  %             72,438                  71,736                      1  %
Adjusted Amounts (a)
Operating profit                       $    1,988               $  1,837                      8  %       $      3,893                $  3,525                     10  %
Operating margin                             23.5   %               24.2  %                                      23.4   %                23.8  %
Effective tax rate                           24.5   %               24.6  %                                      24.4   %                24.3  %
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  %
Other Financial Data (a)
EBITDA from continuing operations      $    1,730               $  2,350                    (26) %       $      4,366                $  4,772                     (9) %
As percent of sales                          20.5   %               31.0  %                                      26.2   %                32.2  %
Adjusted EBITDA from continuing
operations                             $    2,746               $  2,585                      6  %       $      5,409                $  5,023                      8  %
As percent of sales                          32.5   %               34.1  %                                      32.5   %                33.9  %



(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, Linde's sales were $8,457 million, 12% above
prior year, primarily driven by 7% price attainment and 2% higher volumes. Cost
pass-through, representing the contractual billing of energy cost variances
primarily to onsite customers, increased sales by 7% in the quarter, with
minimal impact on operating profit. Currency translation decreased sales by 5%
in the second quarter of 2022 as compared to 2021.

Reported operating profit for the second quarter of 2022 of $589 million, or
7.0% of sales, was 48% below prior year. The reported year-over-year decrease
was primarily due to charges relating to the deconsolidation and impairment of
Russian subsidiaries resulting from the ongoing war in Ukraine and related
sanctions (see Note 2 to the condensed consolidated financial statements)
partially offset by higher price and productivity initiatives. The reported
effective tax rate ("ETR") was 44.3% in the second quarter 2022 versus 28.5% in
the second quarter 2021, driven primarily by the non-deductibility of the
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charges related to the deconsolidation and impairment of Linde's Russian
subsidiaries partially offset by the reversal of a related deferred tax
liability. Diluted earnings per share from continuing operations ("EPS") was
$0.74, or 54% below EPS of $1.60 in the second quarter of 2021 primarily due to
lower income from continuing operations, partially offset by lower diluted
shares outstanding.

Adjusted


In the second quarter of 2022, adjusted operating profit of $1,988 million, or
23.5% of sales, was 8% higher as compared to 2021 driven by higher price and
productivity initiatives, partially offset by inflation. The adjusted ETR was
24.5% in the second quarter 2022 versus 24.6% in the 2021 quarter. On an
adjusted basis, EPS was $3.10, 15% above the 2021 adjusted EPS of $2.70, driven
by higher adjusted income from continuing operations and lower diluted shares
outstanding.

Outlook

Linde provides quarterly updates on operating results, material trends that may
affect financial performance, and financial guidance via quarterly earnings
releases and investor teleconferences. These updates are available on the
company's website, www.linde.com, but are not incorporated herein.
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Results of operations



The changes in consolidated sales compared to the prior year are attributable to
the following:

                                                                                                             Six Months Ended June 30,
                                                               Quarter Ended June 30, 2022 vs. 2021                2022 vs. 2021
                                                                             % Change                                 % Change

Factors Contributing to Changes - Sales
Volume                                                                                           2  %                               2  %
Price/Mix                                                                                        7  %                               6  %
Cost pass-through                                                                                7  %                               7  %
Currency                                                                                        (5) %                              (4) %
Acquisitions/divestitures                                                                        -  %                               -  %
Engineering                                                                                      1  %                               1  %
                                                                                                12  %                              12  %



Sales
Sales increased $873 million, or 12%, for the second quarter of 2022 and
increased $1,841 million, or 12% for the six months ended June 30, 2022 versus
the respective 2021 periods. Volume growth in all end markets except healthcare
and project startups increased sales by 2% in the quarter and year-to-date
period. 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 $746
million, or 18%, for the second quarter of 2022 and increased $1,490 million, or
18% for the six months ended June 30, 2022 primarily due to inflation and higher
volumes, partially offset by productivity initiatives and currency impacts. Cost
of sales, exclusive of depreciation and amortization was 58.4% and 58.4% of
sales, respectively, for the second quarter and six months ended June 30, 2022
versus 55.3% and 55.6% of sales for the respective 2021 periods. The increase as
a percentage of sales in the quarter and for the six months ended June 30, 2022
was due primarily to higher cost pass-through.

Selling, general and administrative expenses
Selling, general and administrative expense ("SG&A") decreased $51 million, or
6%, for the second quarter of 2022 and decreased $36 million, or 2%, for the six
months ended June 30, 2022. SG&A was 9.1% of second quarter sales and 9.4% of
sales for the six months ended June 30, 2022 versus 10.8% and 10.9% for the
respective 2021 periods. Currency impacts decreased SG&A by approximately
$32 million and $50 million for the quarter and six months ended June 30, 2022,
respectively. Excluding currency impacts, underlying SG&A decreased in the
second quarter of 2022 driven primarily by lower incentive compensation and
increased for the six months ended June 30, 2022 due primarily to higher costs.

Depreciation and amortization
Reported depreciation and amortization expense decreased $80 million, or 7%, for
the second quarter of 2022 and decreased $134 million, or 6%, for the six months
ended June 30, 2022. 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 $2 million, for
the second quarter of 2022 and increased $4 million, for the year-to-date
period. Currency impacts decreased depreciation and amortization by $29 million
and $45 million, for the quarter and six months ended June 30, 2022,
respectively. Excluding currency, underlying depreciation and amortization
increased primarily due to new project start ups.

Russia-Ukraine conflict and other charges
Russia-Ukraine conflict and other charges were $993 million and $989 million for
the second quarter and six months ended June 30, 2022, respectively, and $204
million and $196 million for the respective 2021 periods. 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 severance (see
Note 2 to the condensed consolidated financial statements).

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

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Operating profit
On a reported basis, operating profit decreased $553 million, or 48%, for the
second quarter of 2022 and decreased $286 million, or 12%, for the six months
ended June 30, 2022. The decrease was primarily due to Russia-Ukraine conflict
and other charges, which more than offset growth from higher pricing and
productivity initiatives and lower depreciation and amortization driven by
merger related intangible assets.

On an adjusted basis, which excludes the impacts of purchase accounting and
Russia-Ukraine conflict and other charges, operating profit increased $151
million, or 8% in the 2022 quarter and increased $368 million, or 10%, for the
six months ended June 30, 2022. Operating profit growth was driven by higher
pricing and productivity initiatives which more than offset inflation during the
period. A discussion of operating profit by segment is included in the segment
discussion that follows.

Interest expense - net
Reported interest expense - net decreased $13 million for the second quarter of
2022 and decreased $24 million for the six months ended June 30, 2022. On an
adjusted basis, interest expense decreased $19 million for the second quarter of
2022 and decreased $38 million for the six months ended June 30, 2022 versus the
respective 2021 periods. The decrease in both periods was driven by a lower
effective borrowing rate and higher interest income on cash deposits.

Net pension and OPEB cost (benefit), excluding service cost
Reported net pension and OPEB cost (benefit), excluding service cost was a
benefit of $62 million and $126 million for the quarter and six months ended
June 30, 2022, respectively, versus a benefit of $49 million and $98 million for
the respective 2021 periods. The increase 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, 2022 was 44.3% and 30.0%, respectively, versus 28.5% and 24.9% for the
respective 2021 periods. The increase is primarily related to the net tax
expense resulting from the 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 million (see Note 2 to the condensed consolidated
financial statements).

On an adjusted basis, the ETR for the quarter and six months ended June 30, 2022
was 24.5% and 24.4%, respectively, versus 24.6% and 24.3% for the respective
2021 periods.

Income from equity investments
Reported income from equity investments for the second quarter of 2022 and six
months ended June 30, 2022 was $50 million and $94 million, respectively, versus
$37 million and $80 million for the respective 2021 periods. On an adjusted
basis, income from equity investments for the second quarter and six months
ended June 30, 2022 was $69 million and $133 million, respectively, versus $56
million and $118 million in the prior year respective 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, noncontrolling interests from continuing operations consisted primarily of non-controlling shareholders' investments in APAC (primarily China).

Reported noncontrolling interests from continuing operations increased $2 million for the second quarter of 2022 and was flat for the six months ended June 30, 2022, versus the respective 2021 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, income from continuing operations
increased $151 million, or 11%, for the quarter and increased $339 million, or
12%, for the six months ended June 30, 2022 versus the respective 2021 periods.
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.

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On an adjusted basis, diluted EPS for the second quarter of 2022 increased
$0.40, or 15%, and increased $0.84, or 16% for the six months ended June 30,
2022 versus the respective 2021 periods. The increase was primarily due to
higher adjusted income from continuing operations and lower diluted shares
outstanding.

Employees

The number of employees at June 30, 2022 was 72,438, an increase of 702 employees from June 30, 2021, driven primarily by the Americas.



Other Financial Data
EBITDA was $1,730 million for the second quarter of 2022 as compared to $2,350
million in the respective 2021 period. EBITDA was $4,366 million for the six
months ended June 30, 2022 as compared to $4,772 million in the respective 2021
period. The decrease in both periods was driven by lower income from continuing
operations plus depreciation and amortization versus the prior periods.

Adjusted EBITDA from continuing operations increased to $2,746 million for the
second quarter 2022 from $2,585 million in the respective 2021 period. Adjusted
EBITDA from continuing operations increased to $5,409 million from $5,023
million for the six months ended June 30, 2022 as compared to the respective
2021 period primarily due to higher adjusted income from continuing operations
plus depreciation and amortization versus the 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, 2022 were $1,545 million and $1,447 million, respectively, resulting
primarily from currency translation adjustments of $1,699 million and $1,651
million during the quarter and year-to-date periods, respectively. The
translation adjustments reflect the impact of translating local currency foreign
subsidiary financial statements to U.S. dollars, and are largely driven by the
movement of the U.S. dollar against major currencies including the Euro, British
pound and the Chinese yuan. See the "Currency" section of the MD&A for exchange
rates used for translation purposes and Note 11 to the condensed consolidated
financial statements for a summary of the currency translation adjustment
component of accumulated other comprehensive income by segment.

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