LINDE PLC [LIN] Filings

10-Q 1 lin-20230930.htm 10-Q lin-20230930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to


Commission file number			001-38730

LINDE PLC

(Exact name of registrant as specified in its charter)


Ireland						98-1448883
(State or other jurisdiction of incorporation)						(I.R.S. Employer Identification No.)

10 Riverview Drive,						Forge
Danbury, Connecticut						43 Church Street West
United States 06810						Woking, Surrey GU21 6HT
						United Kingdom

(Address of principal executive offices) (Zip Code)
(203) 837 - 2000						+44 14 83 242200
(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Ordinary shares (€0.001 nominal value per share)

LIN

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

At September 30, 2023, 484,890,486 ordinary shares (€0.001 par value) of the Registrant were outstanding.

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INDEX

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)

	Consolidated Statements of Income - Quarters Ended September 30, 2023 and 2022	4

	Consolidated Statements of Income - Nine Months Ended September 30, 2023 and 2022	5

	Consolidated Statements of Comprehensive Income - Quarters Ended September 30, 2023 and 2022	6

	Consolidated Statements of Comprehensive Income - Nine Months Ended September 30, 2023 and 2022	7

	Condensed Consolidated Balance Sheets - September 30, 2023 and December 31, 2022	8

	Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2023 and 2022	9

	Notes to Condensed Consolidated Financial Statements	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	46

Item 4.	Controls and Procedures	46

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	47

Item 1A.	Risk Factors	47

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47

Item 3.	Defaults Upon Senior Securities	47

Item 4.	Mine Safety Disclosures	47

Item 5.	Other Information	47

Item 6.	Exhibits	48

Signature		49

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Forward-looking Statements

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

Linde plc assumes no obligation to update or provide revisions to any forward-looking statement in response to changing circumstances. The above listed risks and uncertainties are further described in Item 1A. Risk Factors in Linde plc’s Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on February 28, 2023, which should be reviewed carefully. Please consider Linde plc’s forward-looking statements in light of those risks.

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LINDE PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Millions of dollars, except per share data)

(UNAUDITED)


	Quarter Ended September 30,
	2023		2022
Sales	$	8,155	$	8,797
Cost of sales, exclusive of depreciation and amortization	4,314		5,285
Selling, general and administrative	808		770
Depreciation and amortization	959		1,045
Research and development	36		35
Other charges	2		15

Other income (expense) - net	16		(34)
Operating Profit	2,052		1,613
Interest expense - net	40		18
Net pension and OPEB cost (benefit), excluding service cost	(35)		(53)
Income Before Income Taxes and Equity Investments	2,047		1,648
Income taxes	487		391
Income Before Equity Investments	1,560		1,257
Income from equity investments	41		43


Net Income (Including Noncontrolling Interests)	1,601		1,300
Less: noncontrolling interests	(36)		(27)
Net Income – Linde plc	$	1,565	$	1,273





Per Share Data – Linde plc Shareholders


Basic earnings per share	$	3.21	$	2.56


Diluted earnings per share	$	3.19	$	2.54

Weighted Average Shares Outstanding (000’s):
Basic shares outstanding	487,122		497,186
Diluted shares outstanding	491,076		501,151

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

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LINDE PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Millions of dollars, except per share data)

(UNAUDITED)


	Nine Months Ended September 30,
	2023		2022
Sales	$	24,552	$	25,465
Cost of sales, exclusive of depreciation and amortization	13,061		15,023
Selling, general and administrative	2,463		2,343
Depreciation and amortization	2,867		3,248
Research and development	107		107
Other charges	42		1,004

Other income (expense) - net	(16)		(58)
Operating Profit	5,996		3,682
Interest expense - net	129		32
Net pension and OPEB cost (benefit), excluding service cost	(125)		(179)
Income Before Income Taxes and Equity Investments	5,992		3,829
Income taxes	1,355		1,046
Income Before Equity Investments	4,637		2,783
Income from equity investments	128		137


Net Income (Including Noncontrolling Interests)	4,765		2,920
Less: noncontrolling interests	(109)		(101)
Net Income – Linde plc	$	4,656	$	2,819





Per Share Data – Linde plc Shareholders


Basic earnings per share	$	9.51	$	5.62


Diluted earnings per share	$	9.43	$	5.57

Weighted Average Shares Outstanding (000’s):
Basic shares outstanding	489,518		501,743
Diluted shares outstanding	493,567		506,012

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

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LINDE PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Millions of dollars)

(UNAUDITED)


	Quarter Ended September 30,
	2023		2022
NET INCOME (INCLUDING NONCONTROLLING INTERESTS)	$	1,601	$	1,300

OTHER COMPREHENSIVE INCOME (LOSS)
Translation adjustments:
Foreign currency translation adjustments	(772)		(1,769)
Reclassification to net income	—		24
Income taxes	1		2
Translation adjustments	(771)		(1,743)
Funded status - retirement obligations (Note 8):
Retirement program remeasurements	(3)		66
Reclassifications to net income	3		24
Income taxes	3		(19)
Funded status - retirement obligations	3		71
Derivative instruments (Note 5):
Current unrealized gain (loss)	(32)		60
Reclassifications to net income	6		(54)
Income taxes	4		(2)
Derivative instruments	(22)		4





TOTAL OTHER COMPREHENSIVE INCOME (LOSS)	(790)		(1,668)

COMPREHENSIVE INCOME (LOSS) (INCLUDING NONCONTROLLING INTERESTS)	811		(368)
Less: noncontrolling interests	(23)		15
COMPREHENSIVE INCOME (LOSS) - LINDE PLC	$	788	$	(353)

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

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LINDE PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Millions of dollars)

(UNAUDITED)


	Nine Months Ended September 30,
	2023		2022
NET INCOME (INCLUDING NONCONTROLLING INTERESTS)	$	4,765	$	2,920

OTHER COMPREHENSIVE INCOME (LOSS)
Translation adjustments:
Foreign currency translation adjustments	(639)		(3,279)
Reclassification to net income	—		(110)
Income taxes	2		(5)
Translation adjustments	(637)		(3,394)
Funded status - retirement obligations (Note 8):
Retirement program remeasurements	(257)		188
Reclassifications to net income	(13)		62
Income taxes	68		(47)
Funded status - retirement obligations	(202)		203
Derivative instruments (Note 5):
Current unrealized gain (loss)	(116)		170
Reclassifications to net income	2		(74)
Income taxes	21		(20)
Derivative instruments	(93)		76





TOTAL OTHER COMPREHENSIVE INCOME (LOSS)	(932)		(3,115)

COMPREHENSIVE INCOME (LOSS) (INCLUDING NONCONTROLLING INTERESTS)	3,833		(195)
Less: noncontrolling interests	(71)		(30)
COMPREHENSIVE INCOME (LOSS) - LINDE PLC	$	3,762	$	(225)

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

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LINDE PLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Millions of dollars)

(UNAUDITED)


	September 30, 2023		December 31, 2022
Assets
Cash and cash equivalents	$	3,894	$	5,436
Accounts receivable - net	4,692		4,559
Contract assets	151		124
Inventories	2,078		1,978
Prepaid and other current assets	922		950
Total Current Assets	11,737		13,047
Property, plant and equipment - net	23,624		23,548

Goodwill	25,955		25,817
Other intangible assets - net	12,092		12,420
Other long-term assets	4,419		4,826
Total Assets	$	77,827	$	79,658
Liabilities and equity
Accounts payable	$	2,750	$	2,995
Short-term debt	3,849		4,117
Current portion of long-term debt	922		1,599
Contract liabilities	1,985		3,073

Other current liabilities	4,656		4,695
Total Current Liabilities	14,162		16,479
Long-term debt	13,232		12,198
Other long-term liabilities	10,195		9,594

Total Liabilities	37,589		38,271
Redeemable noncontrolling interests	13		13
Linde plc Shareholders’ Equity (Note 11):
Ordinary shares,€0.001 par value, authorized 1,750,000,000 shares, 2023 issued: 490,766,972 ordinary shares; 2022 issued: 552,012,862 ordinary shares	—		1
Additional paid-in capital	39,803		40,005
Retained earnings	7,940		20,541
Accumulated other comprehensive income (loss)	(6,676)		(5,782)
Less: Treasury shares, at cost (2023 – 5,876,486 shares and 2022 – 59,555,235 shares)	(2,169)		(14,737)
Total Linde plc Shareholders’ Equity	38,898		40,028
Noncontrolling interests	1,327		1,346
Total Equity	40,225		41,374
Total Liabilities and Equity	$	77,827	$	79,658

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

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LINDE PLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Millions of dollars)

(UNAUDITED)


	Nine Months Ended September 30,
	2023		2022
Increase (Decrease) in Cash and Cash Equivalents
Operations
Net income - Linde plc	$	4,656	$	2,819

Add: Noncontrolling interests	109		101
Net Income (including noncontrolling interests)	4,765		2,920
Adjustments to reconcile net income to net cash provided by operating activities:
Other charges, net of payments	(91)		909

Depreciation and amortization	2,867		3,248
Deferred income taxes	(172)		(412)
Share-based compensation	102		78
Working capital:
Accounts receivable	(169)		(572)
Inventory	(125)		(300)
Prepaid and other current assets	31		(111)
Payables and accruals	(268)		376
Contract assets and liabilities, net	(4)		369
Pension contributions	(35)		(44)
Long-term assets, liabilities and other	(323)		308
Net cash provided by (used for) operating activities	6,578		6,769
Investing
Capital expenditures	(2,636)		(2,237)
Acquisitions, net of cash acquired	(842)		(110)
Divestitures, net of cash divested and asset sales	34		140
Net cash provided by (used for) investing activities	(3,444)		(2,207)
Financing
Short-term debt borrowings (repayments) - net	(245)		2,229
Long-term debt borrowings	2,123		2,291
Long-term debt repayments	(1,651)		(1,725)
Issuances of ordinary shares	25		24
Purchases of ordinary shares	(2,925)		(4,478)
Cash dividends - Linde plc shareholders	(1,866)		(1,758)

Noncontrolling interest transactions and other	(81)		(62)
Net cash provided by (used for) financing activities	(4,620)		(3,479)





Effect of exchange rate changes on cash and cash equivalents	(56)		(150)
Change in cash and cash equivalents	(1,542)		933
Cash and cash equivalents, beginning-of-period	5,436		2,823


Cash and cash equivalents, end-of-period	$	3,894	$	3,756

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

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INDEX TO NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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



Note 1. Summary of Significant Accounting Policies			11

Note 2. Other Charges			11

Note 3. Supplemental Information			13

Note 4. Debt			14

Note 5. Financial Instruments			14

Note 6. Fair Value Disclosures			16

Note 7. Earnings Per Share – Linde plc Shareholders			17

Note 8. Retirement Programs			18

Note 9. Commitments and Contingencies			18

Note 10. Segments			20

Note 11. Equity			20

Note 12. Revenue Recognition			22

Note 13. Business Acquisition			25

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1. Summary of Significant Accounting Policies

Linde plc ("Linde" or "the company") is an incorporated public limited company formed under the laws of Ireland. Linde’s registered office is located at Ten Earlsfort Terrace, Dublin 2, D02 T380 Ireland. Linde’s principal executive offices are located at Forge, 43 Church Street West, Woking, Surrey GU21 6HT, United Kingdom and 10 Riverview Drive, Danbury, Connecticut, 06810, United States.

On January 18, 2023, shareholders approved the company’s proposal for an intercompany reorganization that resulted in the delisting of its ordinary shares from the Frankfurt Stock Exchange, on March 1, 2023, after the completion of legal and regulatory approvals.

In connection with the closing of the intercompany reorganization on March 1, 2023, Linde shareholders automatically received one share of the new holding company, listed on the New York Stock Exchange, in exchange for each share of Linde plc that was previously owned. The new holding company is also named “Linde plc” and trades under the existing ticker LIN (see Note 11).

Presentation of Condensed Consolidated Financial Statements - In the opinion of Linde management, the accompanying condensed consolidated financial statements include all adjustments necessary for a fair statement of the results for the interim periods presented and such adjustments are of a normal recurring nature. The accompanying condensed consolidated financial statements should be read in conjunction with the notes to the consolidated financial statements of Linde plc and subsidiaries in Linde's 2022 Annual Report on Form 10-K. There have been no material changes to the company’s significant accounting policies during 2023.

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

2. Other Charges

2023 Other Charges

Other charges were $2 million for the quarter and $42 million for the nine months ended September 30, 2023, respectively. Costs primarily related to severance in the Engineering segment and expenses incurred due to the intercompany reorganization for the nine month period ended September 30, 2023. Other charges for the year-to-date period had an associated income tax benefit of $79 million primarily comprised of a benefit of $124 million related to the resolution of a U.S. income tax audit, partially offset by an accrual of $85 million for the potential settlement of an international income tax matter, both recorded in the first quarter.

The following table summarizes the activities related to the company's pre-tax Other charges for the nine months ended September 30, 2023:


	Nine Months Ended September 30, 2023
(millions of dollars)	Severance costs		Other cost reduction charges		Total cost reduction program related charges		Other charges		Total other charges




Balance, December 31, 2022	$	281	$	27	$	308	$	12	$	320
2023 Other charges	24		—		24		18		42
Less: Cash payments / receipts	(113)		(1)		(114)		(19)		(133)
Less: Non-cash charges	—		—		—		7		7
Foreign currency translation and other	(9)		—		(9)		—		(9)
Balance, September 30, 2023	$	183	$	26	$	209	$	18	$	227

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2022 Other Charges

Russia-Ukraine Conflict

In response to the Russian invasion of Ukraine, multiple jurisdictions, including Europe and the U.S., have imposed several tranches of economic sanctions on Russia. As a result, Linde reassessed its ability to control its Russian subsidiaries and determined that as of June 30, 2022 it can no longer exercise control over these entities. As such, Linde deconsolidated its Russian gas and engineering business entities as of June 30, 2022. The deconsolidation of the company's Russian gas and engineering business entities resulted in a loss of $787 million ($730 million after tax) during the second quarter of 2022.

The fair value of Linde’s Russian subsidiaries was determined using a probability weighted discounted cash flow model, which resulted in the recognition of a $407 million loss on deconsolidation when compared to the carrying value of the entities. This loss was recorded within other charges in the consolidated statements of income.

Upon deconsolidation an investment was recorded, which represents the fair value of net assets. The company did not receive any consideration, cash or otherwise, as part of the deconsolidation. Linde will maintain its interest in its Russian subsidiaries and will continue to comply with sanctions and government restrictions. The investment will be monitored for impairment in future periods.

Receivables, primarily loans receivable, with newly deconsolidated entities were reassessed for collectability resulting in a write-off of approximately $380 million.

Other charges related specifically to the Russia-Ukraine conflict were $114 million ($84 million after tax) for the nine months ended September 30, 2022, and were primarily comprised of impairments of assets which are maintained by international entities in support of the Russian business.

Other charges

Other charges were $15 million and $103 million (benefit of $10 million and expense of $63 million, after tax) for the quarter and nine months ended September 30, 2022, respectively, primarily related to the sale of GIST business in the quarter and the impairment of an equity method investment in the EMEA segment.

Classification in the condensed consolidated financial statements

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

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3. Supplemental Information

Receivables

Linde applies loss rates that are lifetime expected credit losses at initial recognition of the receivables. These expected loss rates are based on an analysis of the actual historical default rates for each business, taking regional circumstances into account. If necessary, these historical default rates are adjusted to reflect the impact of current changes in the macroeconomic environment using forward-looking information. The loss rates are also evaluated based on the expectations of the responsible management team regarding the collectability of the receivables. Gross trade receivables aged less than one year were $4,637 million and $4,498 million at September 30, 2023 and December 31, 2022, respectively, and gross receivables aged greater than one year were $346 million and $321 million at September 30, 2023 and December 31, 2022, respectively. Other receivables were $155 million and $145 million at September 30, 2023 and December 31, 2022, respectively. Receivables aged greater than one year are generally fully reserved unless specific circumstances warrant exceptions, such as those backed by federal governments.

Accounts receivable net of reserves were $4,692 million at September 30, 2023 and $4,559 million at December 31, 2022. Allowances for expected credit losses were $446 million at September 30, 2023 and $405 million at December 31, 2022. Provisions for expected credit losses were $123 million and $112 million for the nine months ended September 30, 2023 and 2022, respectively. The allowance activity in the nine months ended September 30, 2023 and 2022 related to write-offs of uncollectible amounts, net of recoveries and currency movements is not material.

Inventories

The following is a summary of Linde's consolidated inventories:


(Millions of dollars)	September 30, 2023		December 31, 2022
Inventories
Raw materials and supplies	$	598	$	567
Work in process	426		368
Finished goods	1,054		1,043
Total inventories	$	2,078	$	1,978

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4. Debt

The following is a summary of Linde's outstanding debt at September 30, 2023 and December 31, 2022:


(Millions of dollars)	September 30, 2023		December 31, 2022
SHORT-TERM
Commercial paper	$	3,647	$	3,926
Other bank borrowings (primarily non U.S.)	202		191
Total short-term debt	3,849		4,117
LONG-TERM (a)
(U.S. dollar denominated unless otherwise noted)
2.70% Notes due 2023 (c)	—		501
2.00% Euro denominated notes due 2023 (b) (d)	—		699
5.875% GBP denominated notes due 2023 (b) (d)	—		367
1.20% Euro denominated notes due 2024	581		588
1.875% Euro denominated notes due 2024 (b)	318		324
4.800% Notes due 2024	300		299
4.700% Notes due 2025	598		598
2.65% Notes due 2025	399		400
1.625% Euro denominated notes due 2025	527		533
3.625% Euro denominated notes due 2025 (e)	527		—
0.00% Euro denominated notes due 2026	742		751
3.20% Notes due 2026	725		724
3.434% Notes due 2026	198		198
1.652% Euro denominated notes due 2027	86		88
0.25% Euro denominated notes due 2027	792		802
1.00% Euro denominated notes due 2027	530		536
1.00% Euro denominated notes due 2028 (b)	743		749
3.375% Euro denominated notes due 2029 (e)	789		—
1.10% Notes due 2030	697		696
1.90% Euro denominated notes due 2030	109		111
1.375% Euro denominated notes due 2031	794		803
0.55% Euro denominated notes due 2032	788		798
0.375% Euro denominated notes due 2033	523		529
3.625% Euro denominated notes due 2034 (e)	683		—
1.625% Euro denominated notes due 2035	839		849
3.55% Notes due 2042	666		665
2.00% Notes due 2050	296		296
1.00% Euro denominated notes due 2051	722		731
Non U.S. borrowings	172		152
Other	10		10
	14,154		13,797
Less: current portion of long-term debt	(922)		(1,599)
Total long-term debt	13,232		12,198
Total debt	$	18,003	$	17,914

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

(b)September 30, 2023 and December 31, 2022 included a cumulative $49 million and $56 million adjustment to carrying value, respectively, related to hedge accounting of interest rate swaps. Refer to Note 5.

(c)In February 2023, Linde repaid $500 million of 2.70% notes that became due.

(d)In April 2023, Linde repaid €650 million of 2.00% notes and £300 million of 5.875% notes that became due.

(e)In June 2023, Linde issued €500 million of 3.625% notes due in 2025, €750 million of 3.375% notes due in 2029 and €650 million of 3.625% notes due in 2034.

The company maintains a $5 billion and a $1.5 billion unsecured revolving credit agreement with a syndicate of banking institutions that expire December 7, 2027 and December 7, 2023, respectively. There are no financial maintenance covenants contained within the credit agreements. No borrowings were outstanding under the credit agreements as of September 30, 2023.

The weighted-average interest rates of short-term borrowings outstanding were 4.6% and 3.2% as of September 30, 2023 and December 31, 2022, respectively.

5. Financial Instruments

In its normal operations, Linde is exposed to market risks relating to fluctuations in interest rates, foreign currency exchange rates, energy and commodity costs. The objective of financial risk management at Linde is to minimize the negative impact of such fluctuations on the company’s earnings and cash flows. To manage these risks, among other strategies, Linde routinely enters into various derivative financial instruments (“derivatives”) including interest-rate swap and treasury rate lock agreements, currency-swap agreements, forward contracts, currency options, and commodity-swap agreements. These instruments are not entered into for trading purposes and Linde only uses commonly traded and non-leveraged instruments.

There are three types of derivatives that the company enters into: (i) those relating to fair-value exposures, (ii) those relating to cash-flow exposures, and (iii) those relating to foreign currency net investment exposures. Fair-value exposures relate to recognized assets or liabilities, and firm commitments; cash-flow exposures relate to the variability of future cash flows associated with recognized assets or liabilities, or forecasted transactions; and net investment exposures relate to the impact of foreign currency exchange rate changes on the carrying value of net assets denominated in foreign currencies.

When a derivative is executed and hedge accounting is appropriate, it is designated as either a fair-value hedge, cash-flow hedge, or a net investment hedge. Currently, Linde designates all interest-rate and treasury-rate locks as hedges for accounting purposes; however, cross-currency contracts are generally not designated as hedges for accounting purposes. Certain currency contracts related to forecasted transactions are designated as hedges for accounting purposes. Whether designated as hedges for accounting purposes or not, all derivatives are linked to an appropriate underlying exposure. On an ongoing basis, the company assesses the hedge effectiveness of all derivatives designated as hedges for accounting purposes to determine if they continue to be highly effective in offsetting changes in fair values or cash flows of the underlying hedged items. If it is determined that the hedge is not highly effective through the use of a qualitative assessment, then hedge accounting will be discontinued prospectively.

Counterparties to Linde's derivatives are major banking institutions with credit ratings of investment grade or better. The company has Credit Support Annexes ("CSAs") in place for certain entities with their principal counterparties to minimize potential default risk and to mitigate counterparty risk. Under the CSAs, the fair values of derivatives for the purpose of interest rate and currency management are collateralized with cash on a regular basis. As of September 30, 2023, the impact of such collateral posting arrangements on the fair value of derivatives was insignificant. Management believes the risk of incurring losses on derivative contracts related to credit risk is remote and any losses would be immaterial.

The following table is a summary of the notional amount and fair value of derivatives outstanding at September 30, 2023 and December 31, 2022 for consolidated subsidiaries:


					Fair Value
	Notional Amounts				Assets (a)				Liabilities (a)
(Millions of dollars)	September 30, 2023		December 31, 2022		September 30, 2023		December 31, 2022		September 30, 2023		December 31, 2022
Derivatives Not Designated as Hedging Instruments:
Currency contracts:
Balance sheet items	$	3,865	$	3,056	$	30	$	13	$	21	$	7
Forecasted transactions	353		449		7		9		16		9
Cross-currency swaps	4		42		—		—		—		1
Total	$	4,222	$	3,547	$	37	$	22	$	37	$	17
Derivatives Designated as Hedging Instruments:


Currency contracts:

Forecasted transactions	$	264	$	323	$	4	$	6	$	2	$	5


Commodity contracts	N/A		N/A		3		—		26		4

Interest rate swaps	582		856		—		—		66		70
Total Hedges	$	846	$	1,179	$	7	$	6	$	94	$	79
Total Derivatives	$	5,068	$	4,726	$	44	$	28	$	131	$	96

(a)Amounts as of September 30, 2023 and December 31, 2022 included current assets of $42 million and $24 million which are recorded in prepaid and other current assets; long-term assets of $2 million and $4 million which are recorded in other long-term assets; current liabilities of $59 million and $23 million which are recorded in other current liabilities; and long-term liabilities of $72 million and $73 million which are recorded in other long-term liabilities.

Balance Sheet Items

Foreign currency contracts related to balance sheet items consist of forward contracts entered into to manage the exposure to fluctuations in foreign-currency exchange rates on recorded balance sheet assets and liabilities denominated in currencies other than the functional currency of the related operating unit. Certain forward currency contracts are entered into to protect underlying monetary assets and liabilities denominated in foreign currencies from foreign exchange risk and are not designated as hedging instruments. For balance sheet items that are not designated as hedging instruments, the fair value adjustments on these contracts are offset by the fair value adjustments recorded on the underlying monetary assets and liabilities.

Forecasted Transactions

Foreign currency contracts related to forecasted transactions consist of forward contracts entered into to manage the exposure to fluctuations in foreign-currency exchange rates on (1) forecasted purchases of capital-related equipment and services, (2) forecasted sales, or (3) other forecasted cash flows denominated in currencies other than the functional currency of the related operating units. For forecasted transactions that are designated as cash flow hedges, fair value adjustments are recorded to accumulated other comprehensive income (loss) with deferred amounts reclassified to earnings over the same time period as the income statement impact of the associated purchase. For forecasted transactions that do not qualify for cash flow hedging relationships, fair value adjustments are recorded directly to earnings.

Cross-Currency Swaps

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

Commodity Contracts

Commodity contracts are entered into to manage the exposure to fluctuations in commodity prices, which arise in the normal course of business from its procurement transactions. To reduce the extent of this risk, Linde enters into a limited number of electricity, natural gas, and propane gas derivatives. For forecasted transactions that are designated as cash flow hedges, fair

value adjustments are recorded to accumulated other comprehensive income (loss) with deferred amounts reclassified to earnings over the same time period as the income statement impact of the associated purchase.

Net Investment Hedges

As of September 30, 2023, Linde has €10.7 billion ($11.6 billion) Euro-denominated notes and intercompany loans and ¥4.2 billion ($0.6 billion) CNY-denominated intercompany loans that are designated as hedges of the net investment positions in certain foreign operations. Since hedge inception, the deferred gain recorded within cumulative translation adjustment component of accumulated other comprehensive income (loss) in the consolidated balance sheet is $555 million (deferred gain of $356 million and $206 million in the consolidated statement of comprehensive income for the quarter and nine months ended September 30, 2023, respectively).

As of September 30, 2023, exchange rate movements relating to previously designated hedges that remain in accumulated other comprehensive income (loss) is at a gain of $56 million. These movements will remain in accumulated other comprehensive income (loss), until appropriate, such as upon sale or liquidation of the related foreign operations at which time amounts will be reclassified to the consolidated statements of income.

Interest Rate Swaps

Linde uses interest rate swaps to hedge the exposure to changes in the fair value of financial assets and financial liabilities as a result of interest rate changes. These interest rate swaps effectively convert fixed-rate interest exposures to variable rates; fair value adjustments are recognized in earnings along with an equally offsetting charge/benefit to earnings for the changes in the fair value of the underlying financial asset or financial liability (See Note 4).

Derivatives' Impact on Consolidated Statements of Income

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


	Amount of Pre-Tax Gain (Loss) Recognized in Earnings *
	Quarter Ended September 30,				Nine Months Ended September 30,
(Millions of dollars)	2023		2022		2023		2022
Derivatives Not Designated as Hedging Instruments
Currency contracts:
Balance sheet items
Debt-related	$	33	$	(52)	$	(50)	$	(42)
Other balance sheet items	(3)		19		(5)		11


Total	$	30	$	(33)	$	(55)	$	(31)

* The gains (losses) on balance sheet items are offset by gains (losses) recorded on the underlying hedged assets and liabilities. Accordingly, the gains (losses) for the derivatives and the underlying hedged assets and liabilities related to debt items are recorded in the consolidated statements of income as interest expense-net. Other balance sheet items and anticipated net income gains (losses) are generally recorded in the consolidated statements of income as other income (expenses)-net.

The amounts of gain or loss recognized in accumulated other comprehensive income (loss) and reclassified to the consolidated statement of income was not material for the nine months ended September 30, 2023 and 2022, respectively. Net impacts expected to be reclassified to earnings during the next twelve months are also not material.

6. Fair Value Disclosures

The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as follows:

Level 1 – quoted prices in active markets for identical assets or liabilities

Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table summarizes assets and liabilities measured at fair value on a recurring basis:

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	Fair Value Measurements Using
	Level 1				Level 2				Level 3
(Millions of dollars)	September 30, 2023		December 31, 2022		September 30, 2023		December 31, 2022		September 30, 2023		December 31, 2022
Assets
Derivative assets	$	—	$	—	$	44	$	28	$	—	$	—
Investments and securities*	20		20		—		—		11		13
Total	$	20	$	20	$	44	$	28	11		$	13

Liabilities
Derivative liabilities	$	—	$	—	$	131	$	96	$	—	$	—

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

Level 1 investments and securities are marketable securities traded on an exchange. Level 2 investments are based on market prices obtained from independent brokers or determined using quantitative models that use as their basis readily observable market parameters that are actively quoted and can be validated through external sources, including third-party pricing services, brokers and market transactions. Level 3 investments and securities consist of a venture fund. For the valuation, Linde uses the net asset value received as part of the fund's quarterly reporting, which for the most part is not based on quoted prices in active markets. In order to reflect current market conditions, Linde proportionally adjusts by observable market data (stock exchange prices) or current transaction prices.

Changes in level 3 investments and securities were immaterial.

The fair value of cash and cash equivalents, short-term debt, accounts receivable-net, and accounts payable approximate carrying value because of the short-term maturities of these instruments.

The fair value of long-term debt is estimated based on the quoted market prices for the same or similar issues. Long-term debt is categorized within Level 2 of the fair value hierarchy. At September 30, 2023, the estimated fair value of Linde’s long-term debt portfolio was $12,172 million versus a carrying value of $14,154 million. At December 31, 2022, the estimated fair value of Linde’s long-term debt portfolio was $11,994 million versus a carrying value of $13,797 million. Differences between the carrying value and the fair value are attributable to fluctuations in interest rates subsequent to when the debt was issued and relative to stated coupon rates.

7. Earnings Per Share – Linde plc Shareholders

Basic and diluted earnings per share is computed by dividing Net income – Linde plc for the period by the weighted average number of either basic or diluted shares outstanding, as follows:


	Quarter Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Numerator (Millions of dollars)


Net Income – Linde plc	$	1,565	$	1,273	$	4,656	$	2,819
Denominator (Thousands of shares)
Weighted average shares outstanding	486,578		496,691		488,986		501,266
Shares earned and issuable under compensation plans	544		495		532		477
Weighted average shares used in basic earnings per share	487,122		497,186		489,518		501,743
Effect of dilutive securities
Stock options and awards	3,954		3,965		4,049		4,269
Weighted average shares used in diluted earnings per share	491,076		501,151		493,567		506,012


Basic Earnings Per Share	$	3.21	$	2.56	$	9.51	$	5.62


Diluted Earnings Per Share	$	3.19	$	2.54	$	9.43	$	5.57

There were no antidilutive shares for any period presented.

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8. Retirement Programs

The components of net pension and postretirement benefits other than pensions (“OPEB”) costs for the quarter and nine months ended September 30, 2023 and 2022 are shown below:


	Quarter Ended September 30,				Nine Months Ended September 30,

(Millions of dollars)	2023		2022		2023		2022
Amount recognized in Operating Profit
Service cost	$	21	$	31	$	63	$	96
Amount recognized in Net pension and OPEB cost (benefit), excluding service cost
Interest cost	94		49		280		153
Expected return on plan assets	(132)		(126)		(392)		(394)
Net amortization and deferral	(9)		18		(25)		56


Settlement Charge (a)	12		6		12		6
	(35)		(53)		(125)		(179)
Net periodic benefit cost (benefit)	$	(14)	$	(22)	$	(62)	$	(83)

(a) In the third quarters of 2023 and 2022, Linde recorded pension settlement charges of $12 million and $6 million ($10 million and $5 million, after tax), respectively, related to lump sum benefit payments made from a U.S. non-qualified plan.

Components of net periodic benefit expense for other post-retirement plans for the quarter and nine months ended September 30, 2023 and 2022 were not material.

Linde estimates that 2023 required contributions to its pension plans will be in the range of approximately $40 million to $50 million, of which $35 million have been made through September 30, 2023.

9. Commitments and Contingencies

Contingent Liabilities

Linde is subject to various lawsuits and government investigations that arise from time to time in the ordinary course of business. These actions are based upon alleged environmental, tax, antitrust and personal injury claims, among others. Linde has strong defenses in these cases and intends to defend itself vigorously. It is possible that the company may incur losses in connection with some of these actions in excess of accrued liabilities. Management does not anticipate that in the aggregate such losses would have a material adverse effect on the company’s consolidated financial position or liquidity; however, it is possible that the final outcomes could have a significant impact on the company’s reported results of operations in any given period (see Note 17 to the consolidated financial statements of Linde's 2022 Annual Report on Form 10-K).

Significant matters are:

•During 2009, the Brazilian government published Law 11941/2009 instituting a new voluntary amnesty program (“Refis Program”) which allowed Brazilian companies to settle certain federal tax disputes at reduced amounts. During 2009, the company decided that it was economically beneficial to settle many of its outstanding federal tax disputes and such disputes were enrolled in the Refis Program, subject to final calculation and review by the Brazilian federal government. The company recorded estimated liabilities based on the terms of the Refis Program. Since 2009, Linde has been unable to reach final agreement on the calculations and initiated litigation against the government in an attempt to resolve certain items. Open issues relate to the following matters: (i) application of cash deposits and net operating loss carryforwards to satisfy obligations and (ii) the amount of tax reductions available under the Refis Program. It is difficult to estimate the timing of resolution of legal matters in Brazil.

•At September 30, 2023, the most significant non-income tax claims in Brazil, after enrollment in the Refis Program, relate to state VAT tax matters. The total estimated exposure relating to such claims, including interest and penalties, as appropriate, is approximately $115 million. Linde has not recorded any liabilities related to such claims based on management judgment and opinions of outside counsel.

During the first quarter of 2023, the Brazilian Supreme Court issued a decision related to a federal income tax matter that the company previously disclosed as a contingency in Note 17 to the consolidated financial statements of Linde’s 2022 Annual report on Form 10-K. As a result of this decision, the company recorded a reserve based on its best

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estimate of potential settlement (see Note 2). Because litigation in Brazil historically takes many years to resolve, it is very difficult to estimate the timing of resolution of these matters; however, it is possible that certain of these matters may be resolved within the near term. The company is vigorously defending against the proceedings.

•On September 1, 2010, CADE (Brazilian Administrative Council for Economic Defense) announced alleged anticompetitive activity on the part of five industrial gas companies in Brazil and imposed fines. CADE imposed a civil fine of R$1.7 billion Brazilian reais ($338 million) on White Martins, the Brazil-based subsidiary of Linde Inc., and R$0.2 billion Brazilian reais ($40 million) on Linde Gases Ltda., the former Brazil-based subsidiary of Linde AG, which was divested to MG Industries GmbH on March 1, 2019 and with respect to which Linde provided a contractual indemnity.

The fine against White Martins and Linde Gases Ltda. was overturned by the Ninth and Seventh Federal Courts of Brasilia, respectively. CADE appealed these decisions, and the Federal Court of Appeals rejected CADE's appeals and confirmed the decision of the Ninth and Seventh Federal Courts of Brasilia. CADE had filed appeals for both subsidiaries with the Superior Court of Justice which were denied. CADE filed subsequent appeals to a panel of the Supreme Court of Justice where a final decision is pending regarding White Martins, but where a final and binding decision was issued in September 2023, whereby the Supreme Court of Justice annulled the fine imposed against Linde Gases Ltda.

Similar to claims against Linde Gases Ltda., White Martins has strong defenses and is confident that it will prevail on appeal and have the fines overturned. Linde strongly believes that the allegations of anticompetitive activity against our Brazilian subsidiary is not supported by valid and sufficient evidence. Linde believes that this decision will not stand up to final judicial review and deems the possibility of cash outflows to be extremely unlikely. No reserves have been recorded as management does not believe that a loss from this case is probable.

•On and after April 23, 2019 former shareholders of Linde AG filed appraisal proceedings at the District Court (Landgericht) Munich I (Germany), seeking an increase of the cash consideration paid in connection with the previously completed cash merger squeeze-out of all of Linde AG’s minority shareholders for €189.46 per share. Any such increase would apply to all 14,763,113 Linde AG shares that were outstanding on April 8, 2019, when the cash merger squeeze-out was completed. The period for plaintiffs to file claims expired on July 9, 2019. The company believes the consideration paid was fair and that the claims are not supported by sufficient evidence, and no reserve has been established. We cannot estimate the timing of resolution.

•On December 30, 2022, the Russian Arbitration Court of the St. Petersburg and Leningrad Region issued an injunction preventing (i) the sale of any shares in Linde’s subsidiaries and joint ventures in Russia, and (ii) the disposal of any of the assets in those entities exceeding 5% of the relevant company’s overall asset value. The injunction was requested by RusChemAlliance (RCA) as a preliminary measure to secure payment of a possible eventual award under an arbitration proceeding RCA intended to file against Linde Engineering for alleged breach of contract under the agreement to build a gas processing plant in Ust Luga, Russia entered into between a consortium of Linde Engineering, Renaissance Heavy Industries LLC, and RCA on July 7, 2021. Performance of the agreement was lawfully suspended by Linde Engineering on May 27, 2022 in compliance with applicable sanctions and in accordance with a decision by the sanctions authority in Germany. On March 1, 2023, RCA filed a claim in St. Petersburg against Linde GmbH for recovery of advance payments under the agreement ("Russian Claim"), and subsequently (i) added Linde and other Linde subsidiaries as defendants, and (ii) is seeking payment of alleged damages from Linde (pursuant to corporate guarantees) and guarantor banks.

On March 4, 2023, in accordance with the dispute resolution provisions of the agreement, Linde GmbH filed a notice of arbitration with the Hong Kong International Arbitration Centre ("HKIAC") against RCA to claim that (i) RCA has no entitlement to payment, (ii) RCA’s Russian claim is in breach of the arbitration agreement, and (iii) RCA must compensate Linde for the losses and damages caused by the injunction. Additionally, Linde GmbH filed for and on March 17, 2023 obtained an anti-suit injunction from a Hong Kong court against RCA directing RCA to seek a stay of the Russian Claim and ordering it to resolve any disputes in accordance with HKIAC arbitration. On September 27, 2023, the anti-suit injunction was confirmed by the same Hong Kong court.

Despite the anti-suit injunction obtained by Linde in Hong Kong, the proceeding in St. Petersburg has not been stayed and RCA is continuing to pursue its claim in Russia.

As of September 30, 2023, Linde has a contingent liability of $1.1 billion recorded in Other long-term liabilities, which represents advance payments previously recorded in contract liabilities as of December 31, 2022 related to terminated engineering projects with RCA. As a result of the contract terminations, Linde no longer has future performance

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obligations for these projects. Linde deconsolidated its Russian gas and engineering business entities as of June 30, 2022, and the remaining investment value of its Russia subsidiaries is immaterial.

It is difficult to estimate the timing of resolution of this matter. The company intends to vigorously defend its interests in both the injunction and arbitration proceedings.

10. Segments

For a description of Linde plc's operating segments, refer to Note 18 to the consolidated financial statements on Linde plc's 2022 Annual Report on Form 10-K.

The table below presents sales and operating profit information about reportable segments and Other for the quarter and nine months ended September 30, 2023 and 2022.


	Quarter Ended September 30,				Nine Months Ended September 30,
(Millions of dollars)	2023		2022		2023		2022
SALES(a)
Americas	$	3,629	$	3,694	$	10,721	$	10,453
EMEA	2,105		2,125		6,442		6,417
APAC	1,639		1,660		4,920		4,913
Engineering	467		828		1,502		2,200
Other	315		490		967		1,482


Total sales	$	8,155	$	8,797	$	24,552	$	25,465


	Quarter Ended September 30,				Nine Months Ended September 30,
(Millions of dollars)	2023		2022		2023		2022
SEGMENT OPERATING PROFIT
Americas	$	1,074	$	974	$	3,169	$	2,788
EMEA	634		465		1,871		1,504
APAC	459		429		1,354		1,254
Engineering	116		150		372		398
Other	23		(8)		32		(41)
Segment operating profit	2,306		2,010		6,798		5,903
Other charges (Note 2)	(2)		(15)		(42)		(1,004)


Purchase accounting impacts - Linde AG	(252)		(382)		(760)		(1,217)
Total operating profit	$	2,052	$	1,613	$	5,996	$	3,682

(a)Sales reflect external sales only. Intersegment sales, primarily from Engineering to the industrial gases segments, were $417 million and $1,046 million for the quarter and nine months ended September 30, 2023, respectively, and $251 million and $728 million for the respective 2022 periods.

11. Equity

Equity

On March 1, 2023, in connection with the shareholder approved intercompany reorganization that resulted in the delisting of old Linde plc from the New York Stock Exchange (NYSE) and the Frankfurt Stock Exchange (FSE), and the subsequent relisting of new Linde plc to the NYSE, Linde shareholders automatically received one share of the new holding company, listed on the NYSE in exchange for each share of Linde plc that was previously owned. The company issued 490,766,972 new Linde shares. Linde plc's historical treasury shares were immediately canceled which resulted in an approximately $15 billion decrease in treasury shares and retained earnings in Shareholders' Equity.

A summary of the changes in total equity for the quarter and nine months ended September 30, 2023 and 2022 is provided below:

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	Quarter Ended September 30,
(Millions of dollars)	2023						2022
Activity	Linde plc Shareholders’ Equity		Noncontrolling Interests		Total Equity		Linde plc Shareholders’ Equity		Noncontrolling Interests		Total Equity
Balance, beginning of period	$	39,911	$	1,324	$	41,235	$	39,674	$	1,353	$	41,027
Net income (a)	1,565		36		1,601		1,273		27		1,300
Other comprehensive income (loss)	(777)		(13)		(790)		(1,628)		(40)		(1,668)
Noncontrolling interests:
Additions (reductions)	—		(1)		(1)		—		(7)		(7)
Dividends and other capital changes	—		(19)		(19)		—		(35)		(35)

Dividends to Linde plc ordinary share holders ($1.275 per share in 2023 and $1.17 per share in 2022)	(620)		—		(620)		(581)		—		(581)
Issuances of ordinary shares:

For employee savings and incentive plans	(19)		—		(19)		7		—		7

Purchases of ordinary shares	(1,198)		—		(1,198)		(1,144)		—		(1,144)

Share-based compensation	36		—		36		27		—		27
Balance, end of period	$	38,898	$	1,327	$	40,225	$	37,628	$	1,298	$	38,926


	Nine Months Ended September 30,
(Millions of dollars)	2023						2022
Activity	Linde plc Shareholders’ Equity		Noncontrolling Interests		Total Equity		Linde plc Shareholders’ Equity		Noncontrolling Interests		Total Equity
Balance, beginning of period	$	40,028	$	1,346	$	41,374	$	44,035	$	1,393	$	45,428
Net income (a)	4,656		109		4,765		2,819		101		2,920
Other comprehensive income (loss)	(894)		(38)		(932)		(3,046)		(69)		(3,115)
Noncontrolling interests:
Additions (reductions)	(11)		(6)		(17)		—		(56)		(56)
Dividends and other capital changes	—		(84)		(84)		—		(71)		(71)

Dividends to Linde plc ordinary share holders ($3.83 per share in 2023 and $3.51 per share in 2022)	(1,866)		—		(1,866)		(1,758)		—		(1,758)
Issuances of ordinary shares:

For employee savings and incentive plans	(117)		—		(117)		(32)		—		(32)

Purchases of ordinary shares	(3,000)		—		(3,000)		(4,468)		—		(4,468)

Share-based compensation	102		—		102		78		—		78
Balance, end of period	$	38,898	$	1,327	$	40,225	$	37,628	$	1,298	$	38,926

(a) Net income for noncontrolling interests excludes net income related to redeemable noncontrolling interests which is not significant for the quarter and nine months ended September 30, 2023 and 2022 and which is not part of total equity.

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The components of Accumulated other comprehensive income (loss) are as follows:


	September 30,		December 31,
(Millions of dollars)	2023		2022
Cumulative translation adjustment - net of taxes:
Americas	$	(3,767)	$	(3,942)
EMEA	(1,433)		(1,249)
APAC	(1,486)		(835)
Engineering	(320)		(241)
Other	623		483
	(6,383)		(5,784)
Derivatives - net of taxes	(31)		62

Pension / OPEB (net of $14 million tax benefit and $54 million tax obligation at September 30, 2023 and December 31, 2022, respectively)	(262)		(60)
	$	(6,676)	$	(5,782)

12. Revenue Recognition

Revenue is accounted for in accordance with ASC 606. Revenue is recognized as control of goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled to receive in exchange for the goods or services.

Contracts with Customers

Linde serves a diverse group of industries including healthcare, chemicals and energy, manufacturing, metals and mining, food and beverage, and electronics.

Industrial Gases

Within each of the company’s geographic segments for industrial gases, there are three basic distribution methods: (i) on-site or tonnage; (ii) merchant or bulk liquid; and (iii) packaged or cylinder gases. The distribution method used by Linde to supply a customer is determined by many factors, including the customer’s volume requirements and location. The distribution method generally determines the contract terms with the customer and, accordingly, the revenue recognition accounting practices. Linde's primary products in its industrial gases business are atmospheric gases (oxygen, nitrogen, argon, rare gases) and process gases (carbon dioxide, helium, hydrogen, electronic gases, specialty gases, acetylene). These products are generally sold through one of the three distribution methods.

Following is a description of each of the three industrial gases distribution methods and the respective revenue recognition policies:

On-site. Customers that require the largest volumes of product and that have a relatively constant demand pattern are supplied by cryogenic and process gas on-site plants. Linde constructs plants on or adjacent to these customers’ sites and supplies the product directly to customers by pipeline. Where there are large concentrations of customers, a single pipeline may be connected to several plants and customers. On-site product supply contracts generally are total requirement contracts with terms typically ranging from 10-20 years and contain minimum purchase requirements and price escalation provisions. Many of the cryogenic on-site plants also produce liquid products for the merchant market. Therefore, plants are typically not dedicated to a single customer. Additionally, Linde is responsible for the design, construction, operations and maintenance of the plants and our customers typically have no involvement in these activities. Advanced air separation processes also allow on-site delivery to customers with smaller volume requirements.

The company’s performance obligations related to on-site customers are satisfied over time as customers receive and obtain control of the product. Linde has elected to apply the practical expedient for measuring progress towards the completion of a performance obligation and recognizes revenue as the company has the right to invoice each customer, which generally corresponds with product delivery. Accordingly, revenue is recognized when product is delivered to the customer and the company has the right to invoice the customer in accordance with the contract terms. Consideration in these contracts is generally based on pricing which fluctuates with various price indices. Variable components of consideration exist within on-site contracts but are considered constrained.

Merchant. Merchant deliveries generally are made from Linde's plants by tanker trucks to storage containers at the customer's site. Due to the relatively high distribution cost, merchant oxygen and nitrogen generally have a relatively small distribution

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radius from the plants at which they are produced. Merchant argon, hydrogen and helium can be shipped much longer distances. The customer agreements used in the merchant business are usually three-to seven-year supply agreements based on the requirements of the customer. These contracts generally do not contain minimum purchase requirements or volume commitments.

The company’s performance obligations related to merchant customers are generally satisfied at a point in time as the customers receive and obtain control of the product. Revenue is recognized when product is delivered to the customer and the company has the right to invoice the customer in accordance with the contract terms. Any variable components of consideration within merchant contracts are constrained; however, this consideration is not significant.

Packaged Gases. Customers requiring small volumes are supplied products in containers called cylinders, under medium to high pressure. Linde distributes merchant gases from its production plants to company-owned cylinder filling plants where cylinders are then filled for distribution to customers. Cylinders may be delivered to the customer’s site or picked up by the customer at a packaging facility or retail store. Linde invoices the customer for the industrial gases and the u