Linde Reports Full-Year and Fourth-Quarter 2021 Results

Full-Year Highlights

Sales $30.8 billion, up 13%

Operating profit $5.0 billion, up 50%; adjusted operating profit $7.2 billion, up 24%

Operating profit margin 16.2%; adjusted operating profit margin 23.3%, up 200 basis points versus prior year

EPS $7.32, up 56%; adjusted EPS $10.69, up 30%

Operating cash flow $9.7 billion, up 31%

Returned $6.8 billion to shareholders through dividends and share repurchases

Increased backlog to $13 billion

Fourth-Quarter Highlights

Sales $8.3 billion, up 14% YoY

Operating profit $1.3 billion, adjusted operating profit $1.8 billion, up 14%

Operating profit margin 16.1%; adjusted operating profit margin 22.2%, flat versus prior year

EPS $1.98; adjusted EPS $2.77, up 20%

Operating cash flow of $3.2 billion, up 33%

2022

First-quarter 2022 adjusted EPS guidance $2.70 - $2.80, represents 11%-15% growth ex. FX

Full-year 2022 adjusted EPS guidance $11.55 - $11.85, represents 10%-13% growth ex. FX

Guildford, UK, February 10, 2022 - Linde plc (NYSE: LIN; FWB: LIN) today reported fourth-quarter 2021 income from continuing operations of $1,024 million and diluted earnings per share of $1.98, up 33% and 37% respectively. Excluding Linde AG purchase accounting impacts and other charges, adjusted income from continuing operations was $1,431 million, up 18% versus prior year and 1% sequentially. Adjusted earnings per share was $2.77, 20% above prior year and 1% higher sequentially.

Linde's sales for the fourth quarter were $8,298 million, 14% above prior year and 8% sequentially. Compared to prior year, underlying sales increased 9% from 3% price attainment and 6% higher volumes, mostly from the electronics, chemicals and energy end markets. Sequentially, underlying sales increased 2%, led by higher price across all geographic segments.

Fourth-quarter operating profit was $1,337 million. Adjusted operating profit of $1,841 million was up 14% versus prior year led by higher price, strong volumes and continued productivity initiatives across all segments. Excluding the effects of cost pass-through, adjusted operating margins expanded 120 basis points versus prior year.

Fourth-quarter operating cash flow of $3,233 million increased 33% versus prior year and 26% sequentially. After capital expenditures of $839 million, free cash flow was $2,394 million, up 70% versus prior year. During the quarter, the company returned $1,891 million to shareholders through dividends and stock repurchases, net of issuances.

For full-year 2021, sales were $30.8 billion, 13% above 2020. Compared to prior year, underlying sales increased 11% from 3% price attainment and 8% higher volumes, mostly from the electronics, chemicals and energy end markets. Operating profit was $5.0 billion and adjusted operating profit was $7.2 billion, 24% above prior year. Operating profit margin was 23.3% of sales, 200 basis points higher versus 2020, or 270 basis points higher when excluding the effects of cost pass-through. Diluted earnings per share were $7.32 and adjusted diluted earnings per share were $10.69, up 30% versus prior year.

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Press release

In 2021, Linde generated strong operating cash flow of $9.7 billion, up 31% versus prior year. The company invested $3.1 billion in capital expenditures and paid dividends of $2.2 billion. In addition, Linde repurchased $4.6 billion of stock, net of issuances.

Commenting on the financial results and business outlook, Chief Executive Officer Steve Angel said, "2021 was another successful year for the company thanks to the extraordinary work of our employees worldwide. The Linde team delivered another quarter of record financial results by growing EPS 20%, operating cash flow 33%, and increasing ROC to 17.7% - all while positioning the company for future growth with a contractually secured project backlog of $13 billion. In addition, the company stepped up its commitment to reduce GHG emissions, targeting a 35% reduction by 2035 and climate neutrality by 2050."

Angel continued, "Looking ahead, the economic outlook remains uncertain. However, I have confidence in our ability to grow EPS double-digit percent from our industry-leading supply network and project backlog. And as I transition to Chairman, with Sanjiv Lamba taking the CEO reins, I'm convinced the best days for Linde lie ahead."

For the full year 2022, the company expects adjusted diluted earnings per share to be in the range of $11.55 to $11.85, up 8% to 11% versus prior year or 10% to 13% when excluding estimated currency headwinds. Full-year capital expenditures are expected to range between $3.0 billion and $3.5 billion to support operating and growth requirements, including the $13 billion contractual sale of gas and plant backlog. For the first quarter 2022, adjusted earnings per share is expected to be in the range of $2.70 to $2.80, 8% to 12% above prior-year quarter. This range assumes 3% unfavorable currency.

Fourth-Quarter 2021 Results by Segment

Americas sales of $3,152 million grew 16% versus prior-year quarter and 2% sequentially. Compared with fourth quarter 2020, underlying sales increased 10% driven by 3% higher pricing and 7% higher volume, primarily in the energy and chemicals end markets. Sequentially, underlying sales were flat, with 1% higher pricing offset by slightly lower volumes mainly due to seasonality. Operating profit of $843 million was 26.7% of sales, 80 basis points below prior year or 60 basis points higher when excluding the effects of cost pass-through.

APAC (Asia Pacific) sales of $1,589 million were 1% above prior year and up 2% sequentially. Compared to prior year, underlying sales grew 10% driven by 3% price attainment and 7% volume growth, primarily in the electronics, chemicals and energy end markets plus project start-ups. Sequentially, higher pricing of 2% was offset by seasonally lower volumes. Divestitures were driven by an accounting deconsolidation of a joint venture, which reduced sales 12% versus prior year but had no impact on earnings per share. Operating profit of $380 million was 23.9% of sales, 70 basis points above prior year or 140 basis points higher when excluding the effects of cost pass-through.

EMEA (Europe, Middle East & Africa) sales of $2,058 million were up 18% versus prior year and grew 8% sequentially. Compared with fourth-quarter 2020, underlying sales grew 8%, primarily led by 6% higher pricing and 2% higher volumes. Sequentially, underlying sales grew 4% driven by price while volumes were flat. Operating profit of $475 million was 23.1% of sales, 190 basis points below prior year or 80 basis points higher when excluding the effects of cost pass-through.

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Press release

Linde Engineering sales were $946 million, 25% above prior year, and operating profit was $150 million or 15.9% of sales. Order intake for the quarter was $799 million and third-party sale of equipment backlog was $9.6 billion.

Earnings Call

A teleconference on Linde's fourth-quarter 2021 results is being held today at 10:00 am EST.

Live conference call

US Toll-Free Dial-In Number: 888 204 4368

Germany Toll-Free Dial-In Number: 0800 589 4609

UK Toll-Free Dial-In Number: 0800 358 6377

Access code: 7649248

Live webcast (listen-only)

https://investors.linde.com/events-presentations

Short URL: https://t1p.de/i2ho

Materials to be used in the teleconference are also available on the website.

About Linde

Linde is a leading global industrial gases and engineering company with 2021 sales of $31 billion (€26 billion). We live our mission of making our world more productive every day by providing high-quality solutions, technologies and services which are making our customers more successful and helping to sustain and protect our planet.

The company serves a variety of end markets including chemicals & energy, food & beverage, electronics, healthcare, manufacturing, metals and mining. Linde's industrial gases are used in countless applications, from life-saving oxygen for hospitals to high-purity & specialty gases for electronics manufacturing, hydrogen for clean fuels and much more. Linde also delivers state-of-the-art gas processing solutions to support customer expansion, efficiency improvements and emissions reductions.

For more information about the company and its products and services, please visit www.linde.com

Adjusted amounts, free cash flow and return on capital are non-GAAP measures. See the attachments for a summary of non-GAAP reconciliations and calculations for adjusted amounts.

Attachments: Summary Non-GAAP Reconciliations, Statements of Income, Balance Sheets, Statements of Cash Flows, Segment Information and Appendix: Non-GAAP Measures and Reconciliations.

*Note: We are providing adjusted earnings per share ("EPS") guidance for 2022. This is a non-GAAP financial measure that represents diluted earnings per share from continuing operations (a GAAP measure) but excludes the impact of certain items that we believe are not representative of our underlying business performance, such as cost reduction and other charges, the impact of potential divestitures or other potentially significant items. Given the uncertainty of timing and magnitude of such items, we cannot provide a reconciliation of the differences between the non-GAAP adjusted EPS guidance and the corresponding GAAP EPS measure without unreasonable effort.

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Press release

Forward-looking Statements

This document contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by terms and phrases such as: anticipate, believe, intend, estimate, expect, continue, should, could, may, plan, project, predict, will, potential, forecast, and similar expressions. They are based on management's reasonable expectations and assumptions as of the date the statements are made but involve risks and uncertainties. These risks and uncertainties include, without limitation: the performance of stock markets generally; developments in worldwide and national economies and other international events and circumstances, including trade conflicts and tariffs; changes in foreign currencies and in interest rates; the cost and availability of electric power, natural gas and other raw materials; the ability to achieve price increases to offset cost increases; catastrophic events including natural disasters, epidemics,pandemics such as COVID-19 and acts of war and terrorism; the ability to attract, hire, and retain qualified personnel; the impact of changes in financial accounting standards; the impact of changes in pension plan liabilities; the impact of tax, environmental, healthcare and other legislation and government regulation in jurisdictions in which the company operates; the cost and outcomes of investigations, litigation and regulatory proceedings; the impact of potential unusual or non-recurring items; continued timely development and market acceptance of new products and applications; the impact of competitive products and pricing; future financial and operating performance of major customers and industries served; the impact of information technology system failures, network disruptions and breaches in data security; and the effectiveness and speed of integrating new acquisitions into the business. These risks and uncertainties may cause actual future results or circumstances to differ materially from accounting principles generally accepted in the United States of America, International Financial Reporting Standards or adjusted projections, estimates or other forward-looking statements.

Linde plc assumes no obligation to update or provide revisions to any forward-looking statement in response to changing circumstances. The above listed risks and uncertainties are further described in Item 1A. Risk Factors in Linde plc's Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC on March 1, 2021 which should be reviewed carefully. Please consider Linde plc's forward-looking statements in light of those risks.

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LINDE PLC AND SUBSIDIARIES

SUMMARY NON-GAAP RECONCILIATIONS

(UNAUDITED)

The following adjusted amounts are Non-GAAP measures and are intended to supplement investors' understanding of the company's financial statements by providing measures which investors, financial analysts and management use to help evaluate the company's operating performance. Items which the company does not believe to be indicative of ongoing 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. See the "NON-GAAP MEASURES AND RECONCILIATIONS" starting on page 10 for additional details relating to the adjustments.

(Millions of dollars, except per share amounts)

Sales

Operating Profit

Income from Continuing

Operations

Diluted EPS from

Continuing Operations

2021

2020

2021

2020

2021

2020

2021

2020

Quarter Ended December 31

Reported GAAP Amounts

$ 8,298 $ 7,272 $ 1,337 $ 1,029 $ 1,024 $ 769 $ 1.98 $ 1.45

Cost reduction program and other charges (a)

- - 51 78 51 54 0.10 0.10

Purchase accounting impacts - Linde AG (c)

- - 453 506 356 382 0.69 0.73

Bond Redemption (d)

- - - - - 12 - 0.02

Total adjustments

- - 504 584 407 448 0.79 0.85

Adjusted amounts

$ 8,298 $ 7,272 $ 1,841 $ 1,613 $ 1,431 $ 1,217 $ 2.77 $ 2.30

Sales

Operating Profit

Income from Continuing

Operations

Diluted EPS from

Continuing Operations

2021

2020

2021

2020

2021

2020

2021

2020

Year to Date December 31

Reported GAAP Amounts

$ 30,793 $ 27,243 $ 4,984 $ 3,322 $ 3,821 $ 2,497 $ 7.32 $ 4.70

Cost reduction program and other charges (a)

- - 273 506 279 372 0.53 0.70

Pension settlement charges (b)

- - - - 3 5 0.01 0.01

Purchase accounting impacts - Linde AG (c)

- - 1,919 1,969 1,476 1,485 2.83 2.80

Bond Redemption (d)

- - - - - 12 - 0.02

Total adjustments

- - 2,192 2,475 1,758 1,874 3.37 3.53

Adjusted amounts

$ 30,793 $ 27,243 $ 7,176 $ 5,797 $ 5,579 $ 4,371 $ 10.69 $ 8.23

(a)

To adjust for cost reduction program and other charges; 2021 includes severance of $31 million and $259 million for the quarter and year-to-date periods, other cost reduction charges of $30 million and $79 million for the quarter and year-to-date periods, and an other net benefit of $10 million for the quarter and $65 million for the year-to-date period.

(b)

To adjust for pension settlement charges.

(c)

To adjust for purchase accounting impacts related to the merger.

(d)

To adjust for $16 million charge to interest expense in the 2020 fourth quarter related to a bond redemption.

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LINDE PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

(Millions of dollars, except per share data)

(UNAUDITED)

Quarter Ended

Year To Date

December 31,

December 31,

2021

2020

2021

2020

SALES

$ 8,298 $ 7,272 $ 30,793 $ 27,243

Cost of sales

4,927 4,086 17,543 15,383

Selling, general and administrative

787 802 3,189 3,193

Depreciation and amortization

1,135 1,192 4,635 4,626

Research and development

38 38 143 152

Cost reduction programs and other charges

51 78 273 506

Other income (expense) - net

(23 ) (47 ) (26 ) (61 )

OPERATING PROFIT

1,337 1,029 4,984 3,322

Interest expense - net

31 35 77 115

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

(49 ) (46 ) (192 ) (177 )

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND EQUITY INVESTMENTS

1,355 1,040 5,099 3,384

Income taxes

339 253 1,262 847

INCOME FROM CONTINUING OPERATIONS BEFORE EQUITY INVESTMENTS

1,016 787 3,837 2,537

Income from equity investments

38 16 119 85

INCOME FROM CONTINUING OPERATIONS (INCLUDING NONCONTROLLING INTERESTS)

1,054 803 3,956 2,622

Add: income from discontinued operations, net of tax

2 1 5 4

INCOME (INCLUDING NONCONTROLLING INTERESTS)

1,056 804 3,961 2,626

Less: noncontrolling interests from continuing operations

(30 ) (34 ) (135 ) (125 )

Less: noncontrolling interests from discontinued operations

- - - -

NET INCOME - LINDE PLC

$ 1,026 $ 770 $ 3,826 $ 2,501

NET INCOME - LINDE PLC

Income from continuing operations

$ 1,024 $ 769 $ 3,821 $ 2,497

Income from discontinued operations

$ 2 $ 1 $ 5 $ 4

PER SHARE DATA - LINDE PLC SHAREHOLDERS

Basic earnings per share from continuing operations

$ 2.00 $ 1.47 $ 7.39 $ 4.74

Basic earnings per share from discontinued operations

- - 0.01 0.01

Basic earnings per share

$ 2.00 $ 1.47 $ 7.40 $ 4.75

Diluted earnings per share from continuing operations

$ 1.98 $ 1.45 $ 7.32 $ 4.70

Diluted earnings per share from discontinued operations

- - 0.01 0.01

Diluted earnings per share

$ 1.98 $ 1.45 $ 7.33 $ 4.71

Cash dividends

$ 1.06 $ 0.963 $ 4.24 $ 3.85

WEIGHTED AVERAGE SHARES OUTSTANDING

Basic shares outstanding (000's)

511,234 524,442 516,896 526,736

Diluted shares outstanding (000's)

516,276 529,038 521,875 531,157

Note: See page 10 for a reconciliation to adjusted amounts which are Non-GAAP.

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LINDE PLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

(Millions of dollars)

(UNAUDITED)

December 31,

December 31,

2021

2020

ASSETS

Cash and cash equivalents

$ 2,823 $ 3,754

Accounts receivable - net

4,499 4,167

Contract assets

134 162

Inventories

1,733 1,729

Prepaid and other current assets

970 1,112

TOTAL CURRENT ASSETS

10,159 10,924

Property, plant and equipment - net

26,003 28,711

Goodwill

27,038 28,201

Other intangibles - net

13,802 16,184

Other long-term assets

4,603 4,209

TOTAL ASSETS

$ 81,605 $ 88,229

LIABILITIES AND EQUITY

Accounts payable

$ 3,503 $ 3,095

Short-term debt

1,163 3,251

Current portion of long-term debt

1,709 751

Contract liabilities

2,940 1,769

Other current liabilities

4,328 4,874

TOTAL CURRENT LIABILITIES

13,643 13,740

Long-term debt

11,335 12,152

Other long-term liabilities

11,186 12,755

TOTAL LIABILITIES

36,164 38,647

REDEEMABLE NONCONTROLLING INTERESTS

13 13

LINDE PLC SHAREHOLDERS' EQUITY:

Common stock

1 1

Additional paid-in capital

40,180 40,202

Retained earnings

18,710 17,178

Accumulated other comprehensive income (loss)

(5,048 ) (4,690 )

Less: Treasury stock, at cost

(9,808 ) (5,374 )

Total Linde plc shareholders' equity

44,035 47,317

Noncontrolling interests

1,393 2,252

TOTAL EQUITY

45,428 49,569

TOTAL LIABILITIES AND EQUITY

$ 81,605 $ 88,229
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LINDE PLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Millions of dollars)

(UNAUDITED)

Quarter Ended

Year to Date

December 31,

December 31,

2021

2020

2021

2020

OPERATIONS

Net income - Linde plc

$ 1,026 $ 770 $ 3,826 $ 2,501

Less: income from discontinued operations, net of tax and noncontrolling interests

(2 ) (1 ) (5 ) (4 )

Add: noncontrolling interests

30 34 135 125

Net income (including noncontrolling interests)

1,054 803 3,956 2,622

Adjustments to reconcile net income to net cash provided by operating activities:

Cost reduction programs and other charges, net of payments (a)

15 18 98 258

Depreciation and amortization

1,135 1,192 4,635 4,626

Accounts receivable

(14 ) 95 (553 ) 19

Contract assets and liabilities, net

777 1 1,307 90

Inventory

(52 ) 119 (129 ) 18

Payables and accruals

316 121 447 109

Pension contributions

(10 ) (15 ) (42 ) (91 )

Deferred income taxes and other

12 100 6 (222 )

Net cash provided by operating activities

3,233 2,434 9,725 7,429

INVESTING

Capital expenditures

(839 ) (1,027 ) (3,086 ) (3,400 )

Acquisitions, net of cash acquired

(57 ) (27 ) (88 ) (68 )

Divestitures and asset sales

20 47 167 482

Net cash provided by (used for) investing activities

(876 ) (1,007 ) (3,007 ) (2,986 )

FINANCING

Debt increase (decrease) - net

(2,322 ) (2,022 ) (514 ) 1,313

Issuances of ordinary shares

11 6 50 47

Purchases of ordinary shares

(1,361 ) (427 ) (4,612 ) (2,457 )

Cash dividends - Linde plc shareholders

(541 ) (505 ) (2,189 ) (2,028 )

Noncontrolling interest transactions and other

(4 ) (19 ) (323 ) (220 )

Net cash provided by (used for) financing activities

(4,217 ) (2,967 ) (7,588 ) (3,345 )

Effect of exchange rate changes on cash and cash equivalents

(17 ) 95 (61 ) (44 )

Change in cash and cash equivalents

(1,877 ) (1,445 ) (931 ) 1,054

Cash and cash equivalents, beginning-of-period

4,700 5,199 3,754 2,700

Cash and cash equivalents, end-of-period

$ 2,823 $ 3,754 $ 2,823 $ 3,754

(a)

Cost reduction programs and other charges of $51 million and $78 million for the quarters ended December 31, 2021 and 2020 were partially offset by related cash outflows of $36 million and $60 million, respectively. Cost reduction programs and other charges of $273 million and $506 million for the years ended December 31, 2021 and 2020 were offset by related cash outflows of $175 million and $248 million, respectively.

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LINDE PLC AND SUBSIDIARIES

SEGMENT INFORMATION

(Millions of dollars)

(UNAUDITED)

Quarter Ended December 31,

Year to Date December 31,

2021

2020

2021

2020

SALES

Americas

$ 3,152 $ 2,724 $ 12,103 $ 10,459

EMEA

2,058 1,746 7,643 6,449

APAC

1,589 1,572 6,133 5,687

Engineering

946 755 2,867 2,851

Other

553 475 2,047 1,797

Total sales

$ 8,298 $ 7,272 $ 30,793 $ 27,243

OPERATING PROFIT

Americas

$ 843 $ 748 $ 3,368 $ 2,773

EMEA

475 437 1,889 1,465

APAC

380 365 1,502 1,277

Engineering

150 100 473 435

Other

(7 ) (37 ) (56 ) (153 )

Segment operating profit

$ 1,841 $ 1,613 $ 7,176 $ 5,797

Cost reduction programs and other charges

(51 ) (78 ) (273 ) (506 )

Purchase accounting impacts - Linde AG

(453 ) (506 ) (1,919 ) (1,969 )

Total operating profit

$ 1,337 $ 1,029 $ 4,984 $ 3,322
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LINDE PLC AND SUBSIDIARIES

APPENDIX

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.

2021

2020

Year to Date December 31,

Q4

Q3

Q2

Q1

Year to Date December 31,

Q4

Q3

Q2

Q1

Adjusted Operating Profit and Operating Margin

Reported operating profit

$ 4,984 $ 1,337 $ 1,292 $ 1,142 $ 1,213 $ 3,322 $ 1,029 $ 969 $ 591 $ 733

Add: Cost reduction programs and other charges

273 51 26 204 (8 ) 506 78 48 249 131

Add: Purchase accounting impacts - Linde AG (c)

1,919 453 492 491 483 1,969 506 498 477 488

Total adjustments

2,192 504 518 695 475 2,475 584 546 726 619

Adjusted operating profit

$ 7,176 $ 1,841 $ 1,810 $ 1,837 $ 1,688 $ 5,797 $ 1,613 $ 1,515 $ 1,317 $ 1,352

Reported percentage change

50 % 30 % 33 % 93 % 65 % 13 % 57 % (3 )% (12 )% 20 %

Adjusted percentage change

24 % 14 % 19 % 39 % 25 % 10 % 20 % 9 %

- %

11 %

Reported sales

$ 30,793 $ 8,298 $ 7,668 $ 7,584 $ 7,243 $ 27,243 $ 7,272 $ 6,855 $ 6,377 $ 6,739

Reported operating margin

16.2 % 16.1 % 16.8 % 15.1 % 16.7 % 12.2 % 14.2 % 14.1 % 9.3 % 10.9 %

Adjusted operating margin

23.3 % 22.2 % 23.6 % 24.2 % 23.3 % 21.3 % 22.2 % 22.1 % 20.7 % 20.1 %

Adjusted Depreciation and amortization

Reported depreciation and amortization

$ 4,635 $ 1,135 $ 1,163 $ 1,171 $ 1,166 $ 4,626 $ 1,192 $ 1,168 $ 1,124 $ 1,142

Less: Purchase accounting impacts - Linde AG (c)

(1,863 ) (437 ) (469 ) (479 ) (478 ) (1,920 ) (489 ) (487 ) (468 ) (476 )

Adjusted depreciation and amortization

$ 2,772 $ 698 $ 694 $ 692 $ 688 $ 2,706 $ 703 $ 681 $ 656 $ 666

Adjusted Other Income (Expense) - net

Reported Other Income (Expense) - net

$ (26 ) $ (23 ) $ 10 $ (17 ) $ 4 $ (61 ) $ (47 ) $ (29 ) $ - $ 15

Add: Purchase accounting impacts - Linde AG (c)

(56 ) (16 ) (23 ) (12 ) (5 ) (49 ) (17 ) (11 ) (9 ) (12 )

Adjusted Other Income (Expense) - net

$ 30 $ (7 ) $ 33 $ (5 ) $ 9 $ (12 ) $ (30 ) $ (18 ) $ 9 $ 27

Adjusted Net Pension and OPEB Cost (Benefit), Excluding Service Cost

Reported net pension and OPEB cost (benefit), excluding service cost

$ (192 ) $ (49 ) $ (45 ) $ (49 ) $ (49 ) $ (177 ) $ (46 ) $ (41 ) $ (45 ) $ (45 )

Add: Pension settlement charges

(4 ) - (4 ) - - (6 ) - (6 ) - -

Adjusted Net Pension and OPEB cost (benefit), excluding service costs

$ (196 ) $ (49 ) $ (49 ) $ (49 ) $ (49 ) $ (183 ) $ (46 ) $ (47 ) $ (45 ) $ (45 )

Adjusted Interest Expense - Net

Reported interest expense - net

$ 77 $ 31 $ 8 $ 18 $ 20 $ 115 $ 35 $ 38 $ 18 $ 24

Add: Purchase accounting impacts - Linde AG (c)

53 10 10 15 18 85 18 23 22 22

Less: Bond Redemption

- - - - - (16 ) (16 ) - - -

Total adjustments

53 10 10 15 18 69 2 23 22 22

Adjusted interest expense - net

$ 130 $ 41 $ 18 $ 33 $ 38 $ 184 $ 37 $ 61 $ 40 $ 46

Adjusted Income Taxes (a)

Reported income taxes

$ 1,262 $ 339 $ 321 $ 334 $ 268 $ 847 $ 253 $ 265 $ 164 $ 165

Add: Purchase accounting impacts - Linde AG (c)

452 103 115 116 118 399 107 75 95 122

Add: Pension settlement charges

1 - 1 - - 1 - 1 - -

Add: Cost reduction programs and other charges

29 - 3 6 20 130 20 12 62 36

Less: Bond Redemption

- - - - - 4 4 - - -

Total adjustments

482 103 119 122 138 534 131 88 157 158

Adjusted income taxes

$ 1,744 $ 442 $ 440 $ 456 $ 406 $ 1,381 $ 384 $ 353 $ 321 $ 323

Adjusted Effective Tax Rate (a)

Reported income before income taxes and equity investments

$ 5,099 $ 1,355 $ 1,329 $ 1,173 $ 1,242 $ 3,384 $ 1,040 $ 972 $ 618 $ 754

Add: Pension settlement charge

4 - 4 - - 6 - 6 - -

Add: Purchase accounting impacts - Linde AG (c)

1,866 443 482 476 465 1,884 488 475 455 466

Add: Cost reduction programs and other charges

273 51 26 204 (8 ) 506 78 48 249 131

Less: Bond Redemption

- - - - - 16 16 - - -

Total adjustments

2,143 494 512 680 457 2,412 582 529 704 597

Adjusted income before income taxes and equity investments

$ 7,242 $ 1,849 $ 1,841 $ 1,853 $ 1,699 $ 5,796 $ 1,622 $ 1,501 $ 1,322 $ 1,351

Reported Income taxes

$ 1,262 $ 339 $ 321 $ 334 $ 268 $ 847 $ 253 $ 265 $ 164 $ 165

Reported effective tax rate

24.7 % 25.0 % 24.2 % 28.5 % 21.6 % 25.0 % 24.3 % 27.3 % 26.5 % 21.9 %

Adjusted income taxes

$ 1,744 $ 442 $ 440 $ 456 $ 406 $ 1,381 $ 384 $ 353 $ 321 $ 323

Adjusted effective tax rate

24.1 % 23.9 % 23.9 % 24.6 % 23.9 % 23.8 % 23.7 % 23.5 % 24.3 % 23.9 %

Income from Equity Investments

Reported income from equity investments

$ 119 $ 38 $ 1 $ 37 $ 43 $ 85 $ 16 $ 23 $ 29 $ 17

Add: Cost reduction programs and other charges (d)

35 - 35 - - $ - - - - -

Add: Purchase accounting impacts - Linde AG (c)

77 20 19 19 19 57 15 14 14 14

Total adjustments

112 20 54 19 19 57 15 14 14 14

Adjusted income from equity investments

$ 231 $ 58 $ 55 $ 56 $ 62 $ 142 $ 31 $ 37 $ 43 $ 31

Adjusted Noncontrolling Interests from Continuing Operations

Reported noncontrolling interests from continuing operations

$ (135 ) $ (30 ) $ (31 ) $ (36 ) $ (38 ) $ (125 ) $ (34 ) $ (31 ) $ (25 ) $ (35 )

Add: Cost reduction programs and other charges

- - - - - (4 ) (4 ) - - -

Add: Purchase accounting impacts - Linde AG (c)

(15 ) (4 ) (4 ) (2 ) (5 ) (57 ) (14 ) (14 ) (14 ) (15 )

Total adjustments

(15 ) (4 ) (4 ) (2 ) (5 ) (61 ) (18 ) (14 ) (14 ) (15 )

Adjusted noncontrolling interests from continuing operations

$ (150 ) $ (34 ) $ (35 ) $ (38 ) $ (43 ) $ (186 ) $ (52 ) $ (45 ) $ (39 ) $ (50 )

Adjusted Income from Continuing Operations (b)

Reported income from continuing operations

$ 3,821 $ 1,024 $ 978 $ 840 $ 979 $ 2,497 $ 769 $ 699 $ 458 $ 571

Add: Pension settlement charge

3 - 3 - - 5 - 5 - -

Add: Cost reduction programs and other charges

279 51 58 198 (28 ) 372 54 36 187 95

Add: Purchase accounting impacts - Linde AG (c)

1,476 356 382 377 361 1,485 382 400 360 343

Less: Bond Redemption

- - - - - 12 12 - - -

Total adjustments

1,758 407 443 575 333 1,874 448 441 547 438

Adjusted income from continuing operations

$ 5,579 $ 1,431 $ 1,421 $ 1,415 $ 1,312 $ 4,371 $ 1,217 $ 1,140 $ 1,005 $ 1,009
Page 10 of 11

LINDE PLC AND SUBSIDIARIES

APPENDIX

NON-GAAP MEASURES AND RECONCILIATIONS

(Millions of dollars, except per share data)

(UNAUDITED)

2021

2020

Year to Date December 31,

Q4

Q3

Q2

Q1

Year to Date December 31,

Q4

Q3

Q2

Q1

Adjusted Diluted EPS from Continuing Operations (b)

Reported diluted EPS from continuing operations

$ 7.32 $ 1.98 $ 1.88 $ 1.60 $ 1.86 $ 4.70 $ 1.45 $ 1.32 $ 0.87 $ 1.07

Add: Pension settlement charge

0.01 - 0.01 - - 0.01 - 0.01 - -

Add: Cost reduction programs and other charges

0.53 0.10 0.11 0.38 (0.05 ) 0.70 0.10 0.07 0.35 0.18

Less: Bond Redemption

- - - - - 0.02 0.02 - - -

Add: Purchase accounting impacts - Linde AG

2.83 0.69 0.73 0.72 0.68 2.80 0.73 0.75 0.68 0.64

Total adjustments

3.37 0.79 0.85 1.10 0.63 3.53 0.85 0.83 1.03 0.82

Adjusted diluted EPS from continuing operations

$ 10.69 $ 2.77 $ 2.73 $ 2.70 $ 2.49 $ 8.23 $ 2.30 $ 2.15 $ 1.90 $ 1.89

Reported percentage change

56 % 37 % 42 % 84 % 74 % 18 % 54 % (1 )% (7 )% 35 %

Adjusted percentage change

30 % 20 % 27 % 42 % 32 % 12 % 22 % 11 % 4 % 12 %

Adjusted Diluted EPS from Continuing Operations Guidance (e)

First Quarter 2022

Full Year 2022

Low End

High End

Low End

High End

2022 Adjusted Guidance

$ 2.70 $ 2.80 $ 11.55 $ 11.85

Adjusted percentage change versus 2021 adjusted diluted EPS

8 % 12 % 8 % 11 %

Add: Estimated currency headwinds

3 % 3 % 2 % 2 %

Adjusted percentage change excluding currency

11 % 15 % 10 % 13 %

Adjusted EBITDA and % of Sales

Income from continuing operations

$ 3,821 $ 1,024 $ 978 $ 840 $ 979 $ 2,497 $ 769 $ 699 $ 458 $ 571

Add: Noncontrolling interests related to continuing operations

135 30 31 36 38 125 34 31 25 35

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

(192 ) (49 ) (45 ) (49 ) (49 ) (177 ) (46 ) (41 ) (45 ) (45 )

Add: Interest expense

77 31 8 18 20 115 35 38 18 24

Add: Income taxes

1,262 339 321 334 268 847 253 265 164 165

Add: Depreciation and amortization

4,635 1,135 1,163 1,171 1,166 4,626 1,192 1,168 1,124 1,142

EBITDA from continuing operations

9,738 2,510 2,456 2,350 2,422 8,033 2,237 2,160 1,744 1,892

Add: Cost reduction programs and other charges

308 51 61 204 (8 ) 506 78 48 249 131

Add: Purchase accounting impacts - Linde AG

133 36 42 31 24 106 32 25 23 26

Total adjustments

441 87 103 235 16 612 110 73 272 157

Adjusted EBITDA from continuing operations

$ 10,179 $ 2,597 $ 2,559 $ 2,585 $ 2,438 $ 8,645 $ 2,347 $ 2,233 $ 2,016 $ 2,049

Reported sales

$ 30,793 $ 8,298 $ 7,668 $ 7,584 $ 7,243 $ 27,243 $ 7,272 $ 6,855 $ 6,377 $ 6,739

% of sales

EBITDA from continuing operations

31.6 % 30.2 % 32.0 % 31.0 % 33.4 % 29.5 % 30.8 % 31.5 % 27.3 % 28.1 %

Adjusted EBITDA from continuing operations

33.1 % 31.3 % 33.4 % 34.1 % 33.7 % 31.7 % 32.3 % 32.6 % 31.6 % 30.4 %
(a)

The income tax expense (benefit) on the non-GAAP pre-tax adjustments was determined using the applicable tax rates for the jurisdictions that were utilized in calculating the GAAP income tax expense (benefit) and included both current and deferred income tax amounts.

(b)

Net of income taxes which are shown separately in "Adjusted Income Taxes and Effective Tax Rate".

(c)

The company believes that its non-GAAP measures excluding Purchase accounting impacts - Linde AG are useful to investors because: (i) the business combination was a merger of equals in an all-stock merger transaction, with no cash consideration, (ii) the company is managed on a geographic basis and the results of certain geographies are more heavily impacted by purchase accounting than others, causing results that are not comparable at the reportable segment level, therefore, the impacts of purchasing accounting adjustments to each segment vary and are not comparable within the company and when compared to other companies in similar regions, (iii) business management is evaluated and variable compensation is determined based on results excluding purchase accounting impacts, and; (iv) it is important to investors and analysts to understand the purchase accounting impacts to the financial statements.
A summary of each of the adjustments made for Purchase accounting impacts - Linde AG are as follows:
Adjusted Operating Profit and Margin: The purchase accounting adjustments for the periods presented relate primarily to depreciation and amortization related to the fair value step up of fixed assets and intangible assets (primarily customer related) acquired in the merger and the allocation of fair value step-up for ongoing Linde AG asset disposals (reflected in Other Income/(Expense)).
Adjusted Interest Expense - Net: Relates to the amortization of the fair value of debt acquired in the merger.
Adjusted Income Taxes and Effective Tax Rate: Relates to the current and deferred income tax impact on the adjustments discussed above. The income tax expense (benefit) on the non-GAAP pre-tax adjustments was determined using the applicable tax rates for the jurisdictions that were utilized in calculating the GAAP income tax expense (benefit) and included both current and deferred income tax amounts.
Adjusted Income from Equity Investments: Represents the amortization of increased fair value on equity investments related to depreciable and amortizable assets.
Adjusted Noncontrolling Interests from Continuing Operations: Represents the noncontrolling interests' ownership portion of the adjustments described above determined on an entity by entity basis.

(d)

Impairment charge related to a joint venture in the APAC segment

(e)

We are providing adjusted earnings per share ("EPS") guidance for 2022. This is a non-GAAP financial measure that represents diluted earnings per share from continuing operations (a GAAP measure) but excludes the impact of certain items that we believe are not representative of our underlying business performance, such as cost reduction and other charges, the impact of potential divestitures or other potentially significant items. Given the uncertainty of timing and magnitude of such items, we cannot provide a reconciliation of the differences between the non-GAAP adjusted EPS guidance and the corresponding GAAP EPS measure without unreasonable effort.

Page 10 of 11 (cont'd)

LINDE PLC AND SUBSIDIARIES

APPENDIX

NON-GAAP MEASURES AND RECONCILIATIONS

(Millions of dollars)

(UNAUDITED)

2021

2020

2019

Q4

Q3

Q2

Q1

Q4

Q3

Q2

Q1

Q4

Free Cash Flow (FCF) - Free cash flow is a measure used by investors, financial analysts and management to evaluate the ability of a company to pursue opportunities that enhance shareholder value. FCF equals cash flow from operations less capital expenditures.

Operating Cash Flow

$ 3,233 $ 2,556 $ 1,827 $ 2,109 $ 2,434 $ 1,884 $ 1,764 $ 1,347 $ 2,174

Less: Capital Expenditures

(839 ) (741 ) (744 ) (762 ) (1,027 ) (787 ) (783 ) (803 ) (1,015 )

Free Cash Flow

$ 2,394 $ 1,815 $ 1,083 $ 1,347 $ 1,407 $ 1,097 $ 981 $ 544 $ 1,159

Net Debt - Net debt is a financial liquidity metric used by investors, financial analysts and management to evaluate the ability of a company to repay its debt and is calculated as total debt (excluding purchase accounting impacts) less liquid assets.

Debt

$ 14,207 $ 16,727 $ 15,492 $ 15,750 $ 16,154 $ 17,803 $ 17,480 $ 16,875 $ 13,956

Less: Cash and cash equivalents

(2,823 ) (4,700 ) (3,137 ) (4,096 ) (3,754 ) (5,199 ) (4,941 ) (4,014 ) (2,700 )

Net debt

11,384 12,027 12,355 11,654 12,400 12,604 12,539 12,861 11,256

Less: Purchase accounting impacts - Linde AG

(61 ) (72 ) (84 ) (98 ) (121 ) (133 ) (150 ) (170 ) (195 )

Adjusted net debt

$ 11,323 $ 11,955 $ 12,271 $ 11,556 $ 12,279 $ 12,471 $ 12,389 $ 12,691 $ 11,061

Less: Net assets held for sale

- (1 ) (1 ) (4 ) (3 ) (2 ) (2 ) (115 ) (123 )

Adjusted net debt less net assets held for sale

$ 11,323 $ 11,954 $ 12,270 $ 11,552 $ 12,276 $ 12,469 $ 12,387 $ 12,576 $ 10,938

After-tax Return on Capital and Adjusted After-tax Return on Capital (ROC) - After-tax return on capital is a measure used by investors, financial analysts and management to evaluate the return on net assets employed in the business. ROC measures the after-tax operating profit that the company was able to generate with the investments made by all parties in the business (debt, noncontrolling interests and Linde plc shareholders equity).

Reported income from continuing operations

$ 1,024 $ 978 $ 840 $ 979 $ 769 $ 699 $ 458 $ 571 $ 507

Add: noncontrolling interests from continuing operations

30 31 36 38 34 31 25 35 27

Add: interest expense - net

31 8 18 20 35 38 18 24 8

Less: tax benefit on interest expense - net *

(8 ) (2 ) (5 ) (5 ) (9 ) (10 ) (5 ) (6 ) (2 )

Reported NOPAT

$ 1,077 $ 1,015 $ 889 $ 1,032 $ 829 $ 758 $ 496 $ 624 $ 540

Adjusted income from continuing operations

$ 1,431 $ 1,421 $ 1,415 $ 1,312 $ 1,217 $ 1,140 $ 1,005 $ 1,009 $ 1,024

Add: adjusted noncontrolling interests from continuing operations

34 35 38 43 52 45 39 50 41

Add: adjusted interest expense - net

41 18 33 38 37 61 40 46 30

Less: tax benefit on interest expense - net *

(10 ) (5 ) (8 ) (10 ) (9 ) (15 ) (10 ) (12 ) (7 )

Adjusted NOPAT

$ 1,496 $ 1,469 $ 1,478 $ 1,383 $ 1,297 $ 1,231 $ 1,074 $ 1,093 $ 1,088

4-quarter trailing reported NOPAT

$ 4,013 $ 3,765 $ 3,508 $ 3,115 $ 2,707

4-quarter trailing adjusted NOPAT

$ 5,826 $ 5,627 $ 5,389 $ 4,985 $ 4,695

Equity and redeemable noncontrolling interests:

Redeemable noncontrolling interests

$ 13 $ 13 $ 13 $ 13 $ 13 $ 13 $ 13 $ 92 $ 113

Linde plc shareholders' equity

44,035 44,323 45,777 46,210 47,317 46,175 45,537 44,776 49,074

Noncontrolling interests

1,393 1,401 1,438 1,410 2,252 2,404 2,387 2,375 2,448

Total equity and redeemable noncontrolling interests

$ 45,441 $ 45,737 $ 47,228 $ 47,633 $ 49,582 $ 48,592 $ 47,937 $ 47,243 $ 51,635

Reported capital

$ 56,825 $ 57,763 $ 59,582 $ 59,283 $ 61,979 $ 61,194 $ 60,474 $ 59,989 $ 62,768

Total equity and redeemable noncontrolling interests

$ 45,441 $ 45,737 $ 47,228 $ 47,633 $ 49,582 $ 48,592 $ 47,937 $ 47,243 $ 51,635

Add: Adjusted net debt less net assets held for sale

11,323 11,954 12,270 11,552 12,276 12,469 12,387 12,576 10,938

Less: Linde AG Goodwill (a)

24,256 24,256 24,256 24,256 24,256 24,256 24,256 24,256 24,256

Less: Linde AG Indefinite lived intangibles (a)

1,868 1,868 1,868 1,868 1,868 1,868 1,868 1,868 1,868

Adjusted capital

$ 30,640 $ 31,567 $ 33,374 $ 33,061 $ 35,734 $ 34,937 $ 34,200 $ 33,695 $ 36,449

(a) Represent balance sheet purchase accounting impacts of non-amortizing assets related to the Linde AG merger.

Ending capital (see above)

$ 56,825 $ 57,763 $ 59,582 $ 59,283 $ 61,979

5-quarter average ending capital

$ 59,086 $ 59,960 $ 60,502 $ 60,584 $ 61,281

Ending adjusted capital (see above)

$ 30,640 $ 31,567 $ 33,374 $ 33,061 $ 35,734

5-quarter average ending adjusted capital

$ 32,875 $ 33,735 $ 34,261 $ 34,325 $ 35,003

After-tax ROC (4 quarter reported NOPAT / 5-quarter average ending capital)

6.8 % 6.3 % 5.8 % 5.1 % 4.4 %

Adjusted after-tax ROC (4 quarter trailing adjusted NOPAT / 5-quarter average ending adjusted capital)

17.7 % 16.7 % 15.7 % 14.5 % 13.4 %

*

Tax benefit on interest expense - net is generally presented using the reported effective rate.

Page 11 of 11

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Linde plc published this content on 10 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 February 2022 13:12:12 UTC.