LIN · LINDE PLC
25 filings
LIN 10-Q Quarterly Reports
LINDE PLC - 25 quarterly reports
LIN filed 9 annual reports (10-K), 25 quarterly reports (10-Q) and 80 current reports (8-K) between 2017 and 2026.
- 10-Q · Oct 30, 2017
- 10-K · Mar 23, 2018
- 8-K · Oct 31, 2018
- 8-K · Nov 1, 2018
- 10-Q · Nov 9, 2018
- 8-K · Dec 6, 2018
- 8-K/A · Dec 6, 2018
- 8-K · Jan 25, 2019
- 8-K · Mar 4, 2019
- 8-K · Mar 7, 2019
- 10-K · Mar 18, 2019
- 8-K · Apr 3, 2019
- 8-K · May 10, 2019
- 10-Q · May 10, 2019
- 8-K · Jul 30, 2019
- 8-K · Aug 5, 2019
- 10-Q · Aug 9, 2019
- 8-K · Sep 6, 2019
- 8-K · Sep 13, 2019
- 10-Q · Nov 12, 2019
- 8-K · Nov 12, 2019
- 8-K · Nov 14, 2019
- 8-K · Feb 13, 2020
- 10-K · Mar 2, 2020
- 8-K · Mar 19, 2020
- 8-K · May 7, 2020
- 10-Q · May 7, 2020
- 8-K · May 26, 2020
- 8-K · Jul 30, 2020
- 10-Q · Jul 31, 2020
- 8-K · Jul 31, 2020
- 8-K · Aug 10, 2020
- 8-K · Oct 26, 2020
- 8-K · Nov 5, 2020
- 10-Q · Nov 5, 2020
- 8-K · Jan 19, 2021
- 8-K · Feb 5, 2021
- 10-K · Mar 1, 2021
- 8-K · May 6, 2021
- 10-Q · May 6, 2021
- 8-K · Jul 28, 2021
- 10-Q · Jul 30, 2021
- 8-K · Jul 30, 2021
- 8-K · Oct 1, 2021
- 8-K · Oct 25, 2021
- 8-K · Oct 28, 2021
- 10-Q · Oct 29, 2021
- 8-K · Nov 18, 2021
- 8-K · Feb 10, 2022
- 10-K · Feb 28, 2022
- 8-K · Mar 31, 2022
- 8-K · Apr 28, 2022
- 10-Q · May 2, 2022
- 10-Q · Jul 28, 2022
- 8-K · Jul 28, 2022
- 8-K · Jul 29, 2022
- 8-K · Oct 24, 2022
- 10-Q · Oct 27, 2022
- 8-K · Oct 27, 2022
- 8-K · Dec 5, 2022
- 8-K · Dec 8, 2022
- 8-K · Jan 23, 2023
- 8-K · Jan 24, 2023
- 8-K · Feb 7, 2023
- 10-K · Feb 28, 2023
- 10-Q · Apr 27, 2023
- 8-K · Apr 27, 2023
- 8-K · Apr 28, 2023
- 8-K · Jun 12, 2023
- 10-Q · Jul 27, 2023
- 8-K · Jul 27, 2023
- 8-K · Jul 28, 2023
- 8-K · Oct 26, 2023
- 10-Q · Oct 26, 2023
- 8-K · Dec 6, 2023
- 8-K · Feb 6, 2024
- 8-K · Feb 14, 2024
- 8-K · Feb 28, 2024
- 10-K · Feb 28, 2024
- 8-K · Apr 30, 2024
- 8-K · May 2, 2024
- 10-Q · May 2, 2024
- 8-K · Jun 4, 2024
- 8-K · Aug 2, 2024
- 10-Q · Aug 2, 2024
- 8-K · Aug 2, 2024
- 10-Q · Oct 31, 2024
- 8-K · Oct 31, 2024
- 8-K · Nov 4, 2024
- 8-K · Dec 2, 2024
- 8-K · Dec 4, 2024
- 8-K · Feb 6, 2025
- 8-K · Feb 18, 2025
- 10-K · Feb 26, 2025
- 8-K · May 1, 2025
- 10-Q · May 1, 2025
- 8-K · Jun 5, 2025
- 10-Q · Aug 1, 2025
- 8-K · Aug 1, 2025
- 8-K · Aug 1, 2025
- 8-K · Aug 7, 2025
- 8-K · Sep 29, 2025
- 10-Q · Oct 31, 2025
- 8-K · Oct 31, 2025
- 8-K · Nov 20, 2025
- 8-K · Dec 3, 2025
- 8-K · Feb 5, 2026
- 10-K · Feb 25, 2026
- 10-Q · May 1, 2026
- 8-K · May 1, 2026
- 8-K · May 13, 2026
- 8-K · Jul 30, 2026
- 8-K · Jul 31, 2026
- 10-Q · Jul 31, 2026
- 2026-Q2Jul 31, 2026
LINDE PLC Quarterly Report for Q2 Ended Jun 30, 2026
Linde plc's second-quarter 2026 results show continued top-line and earnings growth. Reported sales rose 9% to $9,289 million, driven by volume (+2%), price/mix (+2%), currency (+2%), acquisitions (+1%), cost pass-through (+1%) and Engineering (+1%). Reported operating profit grew 8% to $2,554 million, though operating margin slipped to 27.5% from 27.7% as cost of sales rose faster than sales (52.3% of sales vs. 50.7%). Reported diluted EPS was $4.15, up 11%, helped by a 2% reduction in diluted shares. On an adjusted basis (excluding Linde AG merger purchase accounting), operating profit rose 7% to $2,744 million, and adjusted diluted EPS was $4.50, up 10%. For the first half, reported net income attributable to Linde rose 10% to $3,785 million, and operating cash flow increased 3% to $4,511 million. Capital deployment remained heavy. Capital expenditures were $2,780 million for the six months, up $253 million, reflecting backlog-driven plant investment, and the company held $8.1 billion of large-project backlog. Linde returned cash through $1,479 million of dividends (the quarterly dividend rose 7% to $1.60) and $1,656 million of net share repurchases, with $5.6 billion left under its 2023 program. Total debt rose to $28.0 billion from $27.0 billion, following new Euro notes issued in May 2026 and repayment of $725 million of 3.20% notes. Liquidity remains ample, with $4.9 billion of cash and undrawn revolving credit facilities totaling $6.5 billion. The filing's main investor watch item is contingent liabilities tied to Russian engineering contracts. Linde reports a $1.8 billion combined liability related to Russia, including a $1.1 billion contingent liability on RCA advance payments and a $0.7 billion contingent liability on Amur GPP matters, and it faces about €0.8 billion of German guarantee claims. Management says these are not expected to have a material adverse effect on consolidated financial position or liquidity, but outcomes are difficult to time and could affect reported results in any given period. Separately, the Brazilian Refis tax dispute and the Linde AG appraisal appeal remain unresolved.
- 2026-Q1May 1, 2026
LINDE PLC Quarterly Report for Q1 Ended Mar 31, 2026
Linde plc's first-quarter 2026 10-Q shows continued top-line and profit growth, helped substantially by currency. Reported sales rose 8% to $8,781 million, with currency contributing 5 points, price 2 points, volume 1 point and acquisitions 1 point; Engineering sales fell 1%. Reported operating profit increased 12% to $2,439 million (27.8% margin), while adjusted operating profit (excluding Linde AG merger purchase accounting) rose 8% to $2,630 million, a 30.0% margin, slightly below the prior year's 30.1%. Reported diluted EPS was $3.98, up 13%, and adjusted diluted EPS was $4.33, up 10%. Note that the prior-year quarter included $55 million of cost reduction charges, which flatters the reported growth comparison, and the reported Q1 2026 results include a gain on an Americas divestiture within other income. Cash generation remained solid, with operating cash flow of $2,240 million (up 4%) covering capital expenditures of $1,342 million (up $72 million, tied to backlog-driven plant investment) and dividends of $741 million. Free cash flow after capex and dividends was roughly $157 million, and Linde spent $804 million on net share repurchases, leaving $6.5 billion authorized under the 2023 program. Net debt is modest relative to earnings: total debt was $26.3 billion against $3.96 billion of cash, down from $27.0 billion at year-end, and the company repaid $725 million of maturing notes. Short-term commercial paper rose to $4.5 billion, and the company retains $6.5 billion of undrawn revolving credit facilities. Investors should keep an eye on the contingent liabilities tied to the Russian gas processing and LNG projects (a $1.1 billion contingent liability, a $1.9 billion total of recorded liabilities for the Russia matters, and a $0.8 billion Amur GPP contingent liability), as well as the Brazil tax dispute and German appraisal litigation. Management does not expect these to have a material adverse effect on financial position or liquidity, but timing and outcomes are uncertain. Remaining performance obligations total about $64 billion, supporting visibility into future revenue.
- 2025-Q3Oct 31, 2025
LINDE PLC Quarterly Report for Q3 Ended Sep 30, 2025
Linde plc's third-quarter 2025 10-Q shows continued operational momentum. Q3 sales rose 3% to $8,615 million, driven mainly by 2% higher price attainment, 1% from acquisitions and 1% from currency, with flat volumes. Reported operating profit grew 13% to $2,367 million and reported diluted EPS rose 27% to $4.09, though much of the reported improvement reflects lower cost reduction charges and lower merger-related purchase accounting amortization. On an adjusted basis, operating profit grew 3% to $2,558 million (29.7% margin) and adjusted diluted EPS rose 7% to $4.21. For the nine months, adjusted EPS grew 6% to $12.26 and operating cash flow rose 11% to $7,320 million. The balance sheet expanded meaningfully. Total assets reached $85.99 billion, up from $80.15 billion at year-end 2024, driven by higher PP&E from a $3.8 billion capex program tied to backlog growth and a $5.3 billion receivables balance. Total debt rose to $25.9 billion from $21.6 billion, including $5.0 billion of short-term debt, and the company issued multiple euro, Swiss franc and other bonds during the period. Linde continued returning capital, repurchasing $3.2 billion of shares and paying $2.1 billion in dividends, with the quarterly dividend raised 8% to $1.50 per share. Free cash flow after capex was roughly $3.5 billion year to date. The principal risk flagged is ongoing Russia-related litigation with RusChemAlliance and Gazprom. Linde reports contingent liabilities of about $1.9 billion for Russia matters and a $0.7 billion Amur GPP contingency, plus a $1.2 billion contingent liability tied to terminated RCA engineering projects. Management believes these will not have a material adverse earnings impact, but timing is uncertain. The Brazilian Refis tax dispute and the Linde AG appraisal appeal also remain open. Engineering sales declined 15% in Q3 on project timing, and volumes in EMEA fell.
- 2025-Q2Aug 1, 2025
LINDE PLC Quarterly Report for Q2 Ended Jun 30, 2025
Linde plc's Q2 2025 10-Q shows steady top-line and profit growth. Reported sales rose 3% to $8,495 million in the quarter (1% year-to-date to $16,607 million), driven by 2% price/mix, 1% cost pass-through and 1% acquisitions, partly offset by 1% lower volumes. Reported operating profit grew 8% to $2,354 million (27.7% margin), and adjusted operating profit (excluding Linde AG merger purchase accounting) rose 6% to $2,556 million with a 30.1% margin. Diluted EPS was $3.73 reported ($4.09 adjusted), up 8% and 6% respectively, helped by a roughly 2% reduction in diluted share count from buybacks. Cash generation was solid, with operating cash flow of $4,372 million for the six months (up 13%), but capital spending rose to $2,527 million, pushing free cash flow lower than the prior-year period after accounting for higher debt-funded investment. Linde returned about $3.6 billion to shareholders in the first half through $2,207 million of net buybacks and $1,412 million of dividends (quarterly dividend raised 8% to $1.50). Total debt increased to $25.9 billion from $21.6 billion at year-end 2024, reflecting new euro, Swiss franc and other bond issuances, though the company retains $6.5 billion of undrawn revolving credit capacity and no financial maintenance covenants. The most material risk flagged is the Russia-related litigation with RusChemAlliance, where Linde carries $1.9 billion of recorded liabilities and disclosed contingent liabilities of $1.2 billion (RCA contract terminations) and $0.7 billion (Amur GPP matters). Management does not expect a material adverse impact on earnings, though timing of resolution is uncertain. Other items include a $1.9 billion-plus OBBBA tax benefit expected from 100% bonus depreciation and domestic R&D expensing enacted July 4, 2025, and a backlog of large projects under construction of about $7.1 billion.
- 2025-Q1May 1, 2025
LINDE PLC Quarterly Report for Q1 Ended Mar 31, 2025
Linde plc's first-quarter 2025 10-Q shows a company holding sales flat at $8,112 million versus $8,100 million a year earlier, while reported operating profit rose 4% to $2,184 million (26.9% margin) and reported diluted EPS grew 5% to $3.51. Growth was driven by price attainment (+2%) and productivity initiatives, which offset a 1% volume decline and a 3% currency headwind from the weaker Brazilian real, Mexican peso and euro. Adjusted operating profit, which excludes Linde AG merger purchase accounting and $55 million of cost reduction charges, rose 4% to $2,438 million (30.1% margin), and adjusted diluted EPS rose 5% to $3.95. Cash generation and capital deployment were strong. Operating cash flow increased 11% to $2,161 million, while capital expenditures rose to $1,270 million, driven by new plant investment against a backlog of large projects of about $7.0 billion. Linde returned roughly $1.8 billion to shareholders through $1,111 million of share purchases and $708 million of dividends, and it funded the gap with net new debt. Total debt climbed to $23.9 billion from $21.6 billion after a February 2025 euro-denominated bond issuance, and cash rose to $5.3 billion. The main investor watch items are the Russia-related legal exposure and the company's rising leverage. Linde carries $1.8 billion in recorded liabilities tied to the RusChemAlliance dispute, plus contingent liabilities of $1.1 billion and $0.7 billion for the Russian claims and Amur GPP matters, and it expects no material earnings impact. Reported net income attributable to Linde rose 3%, and the reported effective tax rate increased to 23.4% due to lower share-based compensation tax benefits.
- 2024-Q3Oct 31, 2024
LINDE PLC Quarterly Report for Q3 Ended Sep 30, 2024
Linde plc's Q3 2024 10-Q shows steady underlying performance. Reported sales rose 2% to $8,356 million, driven by 2% price gains, with flat volumes, a 1% currency headwind and a 1% cost pass-through headwind. Reported operating profit rose 2% to $2,086 million, but adjusted operating profit (excluding Linde AG purchase accounting and cost reduction charges) grew 7% to $2,477 million, with the adjusted operating margin expanding to 29.6% from 28.3%. Reported diluted EPS was $3.22 (up 1%), while adjusted diluted EPS was $3.94 (up 9%), helped by a 2% lower diluted share count from buybacks. The quarter included $145 million of cost reduction program and other charges, mainly severance, which weighed on reported results. Nine-month results are stronger: reported net income attributable to Linde rose 4% to $4,840 million, and operating cash flow was $6,614 million, up 1%. Capital expenditures rose sharply to $3,247 million, up $611 million, reflecting growth investment tied to a $7.0 billion large-project backlog. Balance sheet leverage increased. Long-term debt rose to $17,475 million from $13,397 million after several Euro bond issuances, while short-term commercial paper fell. Net debt reached $17.1 billion versus $14.7 billion at year-end 2023. Linde also repurchased $3.1 billion of shares year-to-date and paid $2.0 billion in dividends. The most significant risk disclosed is the Russia dispute with RusChemAlliance, where Linde carries a $1.2 billion contingent liability. Management says it does not expect a material earnings impact.
- 2024-Q2Aug 2, 2024
LINDE PLC Quarterly Report for Q2 Ended Jun 30, 2024
Linde plc's Q2 2024 10-Q shows steady, pricing-driven performance. Quarterly sales rose 1% to $8,267 million, with price/mix up 3% offsetting a 2% currency headwind, flat volumes, and a 1% cost pass-through drag. Reported operating profit grew 9% to $2,184 million (26.4% margin), and adjusted operating profit (excluding Linde AG merger purchase accounting and other charges) rose 6% to $2,422 million (29.3% margin). Reported diluted EPS was $3.44, up 8%, and adjusted diluted EPS was $3.85, up 8%. Six-month results were similar, with reported diluted EPS of $6.79 (up 9%) and sales flat at $16,367 million. Cash generation softened while investment accelerated. Operating cash flow fell 4% to $3,883 million for the first half, driven by working capital needs and lower engineering advance payments. Capital expenditures rose to $2,181 million (up $493 million) for backlog-driven plant builds, pushing free cash flow lower. Shareholder returns remained substantial, with $2,481 million in gross share buybacks and $1,334 million in dividends in the half. Funding came largely from new debt: total debt rose to $21.5 billion from $19.4 billion, including a February and June issuance of several euro-denominated notes. Cash stood at $4.6 billion, and $6.5 billion of undrawn revolving credit facilities remained with no financial maintenance covenants. Risk items warrant attention. Linde disclosed a $1.2 billion contingent liability tied to terminated Russian engineering projects, along with a St. Petersburg court judgment against its Russian assets, which management says is not expected to have a material earnings impact. Brazilian tax disputes and a German appraisal proceeding also remain open. Interest expense rose 35% to $70 million in the quarter as borrowing costs increased, and the effective tax rate rose to 23.5%. Management reiterated that the company retains access to capital markets and that the Moody's and S&P ratings remain strong.
- 2024-Q1May 2, 2024
LINDE PLC Quarterly Report for Q1 Ended Mar 31, 2024
Linde plc's first quarter 2024 results show top-line softness but solid profit growth. Reported sales fell 1% to $8,100 million, as 2% price gains were offset by a 1% volume decline and a 2% drag from cost pass-through. Reported operating profit rose 8% to $2,095 million, with the operating margin expanding to 25.9% from 23.6%. Adjusted operating profit (excluding Linde AG purchase accounting and other charges) grew 6% to $2,341 million, a 28.9% margin. Reported diluted EPS rose 9% to $3.35, and adjusted diluted EPS rose 10% to $3.75, helped by lower diluted share count from buybacks. Cash generation and capital allocation were the main themes. Operating cash flow was $1,954 million, up 2%, while capital expenditures increased to $1,048 million to support backlog growth. Linde returned capital through $669 million in dividends (quarterly dividend raised 9% to $1.39 per share) and $1,041 million in share repurchases. Total debt rose to $20.3 billion as the company issued about €2.25 billion of new notes in February, and net debt increased to $15.5 billion. Cash stood at $4.8 billion, and the company had undrawn revolvers totaling $6.5 billion. Key watch items include the Russia-related litigation, where a St. Petersburg court ruled in favor of RusChemAlliance in February 2024, though Linde has recorded a $1.2 billion contingent liability and expects no material earnings impact. Engineering segment operating profit fell 33% due to the prior year's benefit from wind-down of Russian projects. Currency translation was a significant drag on equity, with other comprehensive loss of $738 million, mainly from a $744 million translation adjustment as the U.S. dollar strengthened against major currencies.
- 2023-Q3Oct 26, 2023
LINDE PLC Quarterly Report for Q3 Ended Sep 30, 2023
Linde plc's Q3 2023 10-Q shows a quarter that was mixed on the reported line but strong on an underlying basis. Reported sales fell 7% to $8,155 million, driven by lower cost pass-through energy charges (-6%), Engineering project timing (-4%), and lower volumes (-2%), partly offset by 5% higher pricing. Reported operating profit rose 27% to $2,052 million (25.2% margin), helped by lower merger-related depreciation and amortization, and diluted EPS rose 26% to $3.19. Adjusted operating profit, which excludes Linde AG purchase accounting and other charges, grew 15% to $2,306 million (28.3% margin), and adjusted diluted EPS was $3.63, up 17%. Management attributes the underlying improvement mainly to pricing and productivity gains, which more than offset cost inflation and softer volumes. Year-to-date results show the same pattern. Nine-month reported operating profit rose 63% to $5,996 million, but the comparison is inflated by the $1.0 billion of 2022 Russia-related charges. Adjusted operating profit grew 15%, and nine-month operating cash flow of $6,578 million was down 3%, reflecting higher working capital needs and lower contract-liability inflows from engineering customers. Capital expenditures rose to $2,636 million, and Linde spent $842 million on acquisitions, mainly nexAir. Shareholder returns remained significant, with $2.9 billion of net share repurchases, $1.9 billion of dividends, and a 9% increase in the quarterly dividend to $1.275 per share. On October 23, 2023, the board approved a new $15.0 billion buyback program. Key risks for investors are the Russia-related exposures and Brazil tax matters. Linde carries a $1.1 billion contingent liability tied to terminated Russian engineering projects, and roughly $498 million of Russian contract liabilities remain. The company is also pursuing an arbitration and anti-suit injunction against RusChemAlliance, and it has an appraisal proceeding in Germany. Net debt rose to $14.1 billion from $12.5 billion at year-end 2022 as cash fell to $3.9 billion, though the company has $6.5 billion of undrawn revolving credit facilities and no financial maintenance covenants.
- 2023-Q2Jul 27, 2023
LINDE PLC Quarterly Report for Q2 Ended Jun 30, 2023
Linde plc's Q2 2023 10-Q shows a quarter dominated by the absence of the large 2022 Russia-related charge, which makes year-over-year reported comparisons look far stronger than the underlying business. Reported sales fell 3% to $8,204 million, while reported operating profit rose 241% to $2,011 million, and diluted EPS reached $3.19 versus $0.74. On an adjusted basis (excluding other charges and Linde AG merger purchase accounting), operating profit grew 15% to $2,286 million with a 27.9% margin, and adjusted diluted EPS rose 15% to $3.57. Growth was driven by price/mix (+7%), productivity gains and lower merger-related amortization, offset by volume declines (-1%), cost pass-through deflation (-4%) and currency headwinds. Cash generation and capital allocation remained steady but with more leverage. Operating cash flow for the first half was $4,058 million, roughly flat, while capital expenditures rose to $1,688 million and acquisitions (chiefly nexAir) totaled $834 million. Linde returned capital through $1,246 million of dividends and $1,767 million of share repurchases, and the quarterly dividend rose 9% to $1.275 per share. Net debt increased to $14.1 billion from $12.5 billion at year-end 2022, and the company has about $3.6 billion remaining under its 2022 buyback authorization. Key risks flagged in the filing include the approximately $1.7 billion of Russian engineering contract liabilities that may require future cash outflows, a pending arbitration and anti-suit proceeding with RusChemAlliance, Brazilian tax and antitrust contingencies, and the German appraisal proceedings. Management reports no material changes to risk factors since the 2022 10-K and states that these contingencies are not expected to have a material adverse effect on consolidated financial position.
- 2023-Q1Apr 27, 2023
LINDE PLC Quarterly Report for Q1 Ended Mar 31, 2023
Linde plc's first quarter 2023 10-Q shows solid operating performance despite a 0% reported sales change. Sales were $8,193 million versus $8,211 million a year earlier, as 8% price attainment and flat volumes were offset by a 3% currency headwind, a 2% drag from net divestitures (notably the GIST business sale), a 2% decline in Engineering, and a 1% cost pass-through decrease. Reported operating profit rose 31% to $1,933 million, with operating margin expanding to 23.6% from 18.0%. Much of that jump reflects lower depreciation and amortization from merger-related intangibles, so the company's adjusted figures are more informative: adjusted operating profit grew 16% to $2,206 million (26.9% margin), and adjusted diluted EPS rose 17% to $3.42. Reported diluted EPS was $3.06, up 33%. Cash generation and capital deployment were mixed. Operating cash flow fell 5% to $1,908 million on higher working capital needs and lower engineering customer advances. Capital expenditures increased to $829 million, and the company spent $808 million on the nexAir acquisition. Linde returned capital through $859 million of share purchases and $623 million of dividends, while the quarterly dividend rose 9% to $1.275 per share. Net debt climbed to $13.8 billion from $12.5 billion, with total debt of $18.8 billion against $5.0 billion of cash. Management states it has ample liquidity, with $6.5 billion of undrawn revolving credit facilities and no financial maintenance covenants. Investors should note several risk items. Linde disclosed roughly $1.8 billion of contract liabilities tied to sanctioned Russian engineering projects, along with a legal dispute with RusChemAlliance involving a Russian court injunction and a Hong Kong arbitration. The company also recorded an $85 million accrual for a potential international tax settlement, offset by a $124 million U.S. tax audit benefit. The reorganization that created the new NYSE-listed Linde plc holding company on March 1, 2023 explains the large retained earnings and treasury share changes in equity, which are largely accounting rather than economic events.
- 2022-Q3Oct 27, 2022
LINDE PLC Quarterly Report for Q3 Ended Sep 30, 2022
Linde plc's third-quarter 2022 10-Q shows a business that is growing its core industrial gases operations strongly while absorbing a large one-time hit from Russia. Q3 sales rose 15% to $8.8 billion, driven by 8% price gains, 3% higher volumes, and an 8% cost pass-through (energy costs billed to customers), partly offset by a 7% currency headwind. Reported operating profit rose 25% to $1.6 billion, and diluted EPS from continuing operations rose 35% to $2.54. On an adjusted basis, which excludes Linde AG merger purchase accounting and Russia-Ukraine charges, operating profit grew 11% to $2.0 billion and adjusted EPS grew 14% to $3.10. The year-to-date picture is more mixed. Nine-month reported operating profit was roughly flat at $3.7 billion because of $1.0 billion in Russia-Ukraine and other charges, mainly the June 2022 deconsolidation of Russian gas and engineering entities (a $787 million pre-tax loss) and a roughly $380 million write-off of receivables from those entities. Adjusted nine-month EPS rose 15% to $9.13. Operating cash flow grew 4% to $6.8 billion, while capital expenditures held steady at $2.2 billion. Linde continued returning capital, repurchasing $4.5 billion of shares and paying $1.8 billion in dividends, and it has $6.0 billion remaining under its $10 billion 2022 buyback authorization. Balance sheet and risk items deserve attention. Total debt rose to $15.3 billion from $14.2 billion, driven by commercial paper, and cash is $3.8 billion. Shareholders' equity fell to $37.6 billion from $44.0 billion, largely due to a $3.4 billion currency translation loss from a strong U.S. dollar. Roughly $1.8 billion of contract liabilities tied to sanctioned Russian engineering projects remain on the balance sheet and could create future cash obligations. Brazilian tax and antitrust matters, with about $215 million in claims and fines, are being contested, with no reserves recorded.
- 2022-Q2Jul 28, 2022
LINDE PLC Quarterly Report for Q2 Ended Jun 30, 2022
Linde plc's Q2 2022 reported results were dominated by a large non-recurring charge tied to the war in Ukraine. Reported sales rose 12% year over year to $8,457 million, driven by 7% price/mix, 2% volume, and 7% cost pass-through, partly offset by 5% currency headwinds. However, reported operating profit fell 48% to $589 million (7.0% margin) because of $993 million in Russia-Ukraine conflict and other charges, mainly the deconsolidation of Russian gas and engineering entities ($787 million loss). Reported diluted EPS was $0.74, down 54%. Excluding these charges and purchase accounting impacts, operating profit rose 8% to $1,988 million (23.5% margin) and adjusted diluted EPS rose 15% to $3.10, indicating underlying operating momentum from pricing and productivity. The balance sheet and cash flow picture is more mixed. Operating cash flow for the first half was $4,133 million, up 5%, but net purchases of shares of $3,307 million, dividends of $1,177 million, and capital expenditures of $1,475 million meant the company relied on net new borrowings of about $2.8 billion. Total debt rose to $16,043 million from $14,207 million at year-end 2021, and shareholders' equity fell to $39,674 million, reflecting a $1.4 billion-plus hit from currency translation in other comprehensive loss. Management states it has sufficient liquidity, with $3.7 billion of cash and an undrawn $5 billion revolver. Investors should watch the roughly $1.9 billion of Russia-related engineering contract liabilities, the GIST divestiture agreed in July 2022 for about $275 million, and the remaining $7.2 billion under the 2022 buyback authorization.
- 2022-Q1May 2, 2022
LINDE PLC Quarterly Report for Q1 Ended Mar 31, 2022
Linde plc's first-quarter 2022 10-Q shows continued strong top-line and profit momentum. Sales rose 13% year over year to $8,211 million, driven by 6% price/mix, 3% volume growth, and 6% cost pass-through, partly offset by a 3% currency headwind. Reported operating profit increased 22% to $1,480 million (18.0% margin), while adjusted operating profit (excluding Linde AG purchase accounting impacts and cost reduction charges) rose 13% to $1,905 million, with the adjusted margin at 23.2%, roughly flat versus 23.3% a year earlier. Reported diluted EPS was $2.30, up 24%, and adjusted diluted EPS was $2.93, up 18%, helped by lower diluted share count (down 3%). Operating cash flow was $2,000 million, down 5%, as higher working capital absorbed gains from earnings growth. Capital allocation was aggressive during the quarter. Linde spent $1.7 billion net on share repurchases, paid $592 million in dividends (quarterly dividend raised 10% to $1.17 per share), and invested $649 million in capex, down $113 million year over year. The board approved a new $10.0 billion buyback authorization on February 28, 2022, with $8.7 billion remaining at quarter end. Net debt rose to $11.99 billion from $11.38 billion at year-end, as total debt increased to $16.5 billion, with the company issuing roughly EUR 2.05 billion of new notes in March and repaying EUR 1.0 billion in January. Cash on hand increased to $4.5 billion, and the $5 billion revolver remains undrawn. Investors should note the Russia-Ukraine disclosure. Russia accounts for about 1% of consolidated sales and assets, but Linde holds roughly $2 billion of contract liabilities tied to Russian engineering projects, is winding down sanctioned projects, and has suspended new business development there. The company warns that impairments and other charges could follow in future quarters. Also, the Brazilian tax and CADE antitrust matters and the Linde AG appraisal proceedings remain unresolved, with no reserves recorded for most of them.
- 2021-Q3Oct 29, 2021
LINDE PLC Quarterly Report for Q3 Ended Sep 30, 2021
Linde plc's Q3 2021 10-Q shows a strong quarter driven by volume growth and pricing. Reported sales rose 12% to $7,668 million, with volumes up 8%, price/mix up 3%, and currency adding 2%. Reported operating profit increased 33% to $1,292 million (16.8% margin), and diluted EPS from continuing operations rose 42% to $1.88. On an adjusted basis, which excludes purchase accounting from the Linde AG merger and cost reduction charges, operating profit grew 19% to $1,810 million (23.6% margin) and adjusted diluted EPS rose 27% to $2.73. Nine-month reported operating profit increased 59% to $3,647 million, partly reflecting lower cost reduction charges and the deconsolidation of an APAC joint venture. Cash generation remained solid, with nine-month operating cash flow of $6,492 million, up 30% year over year. Capital expenditures were $2,247 million. Linde returned significant capital to shareholders, repurchasing $3.3 billion of shares and paying $1.6 billion in dividends, while the quarterly dividend was raised about 10% to $1.06 per share. Total debt was $16.7 billion against $4.7 billion of cash, and the company issued roughly €1.9 billion of new euro notes in September. Net debt was $12.0 billion. Key risks include a $81 million deferred tax charge from a UK tax rate increase, a $35 million impairment on an APAC joint venture, and ongoing Brazilian tax and antitrust matters totaling roughly $205 million in tax exposure plus CADE fines that Linde considers unlikely to result in outflows. Severance actions linked to the merger synergy program are about half complete, with the remainder expected by Q1 2022. Management reported no material changes to risk factors.
- 2021-Q2Jul 30, 2021
LINDE PLC Quarterly Report for Q2 Ended Jun 30, 2021
Linde plc's Q2 2021 10-Q shows a strong quarter with reported sales of $7,584 million, up 19% year over year, driven by 15% higher volumes, 3% price, and 6% currency translation. Reported operating profit rose 93% to $1,142 million (15.1% margin), and reported diluted EPS from continuing operations was $1.60, up 84% from $0.87. Adjusted figures, which exclude cost reduction charges and Linde AG purchase accounting impacts, show operating profit of $1,837 million (24.2% margin, up 39%) and adjusted diluted EPS of $2.70, up 42%. Growth was broad across the Americas, EMEA, and APAC, while Engineering sales fell 20% on project timing. Cash generation and balance sheet flexibility remained solid. Six-month operating cash flow was $3,936 million, up 27%, while capital expenditures were $1,506 million. Linde returned capital through $2,082 million of share repurchases and $1,102 million of dividends, and it repaid €600 million of notes due 2021. Cash fell to $3,137 million, and total debt was $15,492 million, leaving net debt at $12,355 million. The company retains a $5 billion undrawn revolver with no financial maintenance covenants. Its $5.0 billion 2021 buyback program had $3.05 billion remaining at quarter end. Key watch items include a $81 million UK deferred tax revaluation that lifted the quarter's effective tax rate to 28.5%, the deconsolidation of an APAC joint venture that reduced sales by about 3%, and ongoing legal matters in Brazil and Germany, for which management has recorded no reserves. Workforce fell to 71,736 employees, and remaining restructuring actions are expected to be completed by Q1 2022.
- 2021-Q1May 6, 2021
LINDE PLC Quarterly Report for Q1 Ended Mar 31, 2021
Linde plc's first-quarter 2021 10-Q shows a strong rebound in reported and adjusted profitability. Sales rose 7% to $7,243 million, driven by 3% higher volumes, 2% higher pricing, and 4% favorable currency translation, partly offset by a 3% drag from the deconsolidation of an APAC joint venture. Reported operating profit jumped 65% to $1,213 million (16.7% margin), helped by lower cost reduction charges (a $8 million benefit versus a $131 million charge a year earlier). Adjusted operating profit, which excludes purchase accounting from the Linde AG merger and cost reduction items, rose 25% to $1,688 million, with the adjusted margin expanding to 23.3% from 20.1%. Diluted EPS from continuing operations was $1.86 reported and $2.49 adjusted, up 74% and 32% respectively, aided by a roughly 1.5% reduction in diluted share count. Cash generation was robust, with operating cash flow up 57% to $2,109 million, while capital expenditures fell to $762 million. Management returned capital through $868 million of share purchases and $553 million of dividends, with the quarterly dividend raised about 10% to 106 cents per share. Free cash flow after capex was roughly $1.3 billion. The company closed the quarter with $4.1 billion of cash, $15.75 billion of total debt, and $11.65 billion of net debt, and it has a new $5 billion share repurchase program authorized through July 2023 alongside an undrawn $5 billion revolver. Adjusted net debt declined to $11.56 billion from $12.28 billion at year-end 2020. Key watch items include the Brazilian tax and CADE antitrust disputes, the German Linde AG appraisal proceedings, and the sizable purchase accounting charges that depress reported results. Shareholder equity declined to $46.2 billion, largely due to a $715 million currency translation loss, reflecting the stronger U.S. dollar against major currencies during the quarter. Overall, the filing points to a company in recovery mode with improving margins, strong cash conversion, and ongoing shareholder returns.
- 2020-Q3Nov 5, 2020
LINDE PLC Quarterly Report for Q3 Ended Sep 30, 2020
Linde plc's third-quarter 2020 10-Q shows a business under pressure from COVID-19 on a reported basis but with strong underlying margin execution. Reported Q3 sales fell 2% to $6,855 million, driven by a 3% volume decline partly offset by 2% higher pricing. Reported operating profit fell 3% to $969 million, but this comparison is distorted by a $164 million one-time divestiture gain in the prior-year quarter and $498 million of non-cash purchase accounting charges tied to the Linde AG merger. Excluding these items, adjusted operating profit rose 9% to $1,515 million, and adjusted operating margin expanded roughly 230 basis points to 22.1%. Adjusted diluted EPS grew 11% to $2.15. Nine-month results were more mixed: reported sales fell 6% and reported diluted EPS of $3.26 was roughly flat, while adjusted EPS rose 9% to $5.93. Operating cash flow was strong at $4,995 million, up 27%, supporting a continued dividend increase and $2.0 billion of net share repurchases year to date. The balance sheet became more leveraged to fund shareholder returns and maturities. Total debt rose to $17.8 billion from $14.0 billion at year-end 2019, and cash climbed to $5.2 billion, leaving net debt at $12.6 billion. Management emphasized a $5 billion undrawn revolver with no financial maintenance covenants, and said it does not anticipate limits on access to debt markets. Backlog of roughly $8.6 billion and a $46 billion minimum purchase commitment under on-site contracts provide revenue visibility. Key watch items include the continuing COVID-19 volume drag, Brazilian tax and CADE antitrust exposures (none reserved), the Linde AG appraisal proceedings, and the sizable ongoing cost reduction program.
- 2020-Q2Jul 31, 2020
LINDE PLC Quarterly Report for Q2 Ended Jun 30, 2020
Linde plc's second-quarter 2020 10-Q shows the pandemic-driven volume slowdown hitting reported results, while pricing and cost actions protected underlying profitability. Q2 2020 sales fell 11% to $6,377 million (7% excluding currency), driven by a 7% volume decline, partly offset by 2% higher pricing. Reported operating profit dropped 12% to $591 million, weighed down by $249 million of cost reduction and other charges, while adjusted operating profit (excluding merger purchase accounting and restructuring) was flat at $1,317 million, with adjusted operating margin expanding about 230 basis points to 20.7%. Reported diluted EPS was $0.87 (down 7%), while adjusted diluted EPS rose 4% to $1.90. For the six months, reported diluted EPS rose 12% to $1.93 and adjusted EPS rose 7% to $3.78. Balance sheet and liquidity changed meaningfully. Cash rose to $4.9 billion from $2.7 billion at year-end, supported by $1.9 billion of net short-term borrowings and $1.5 billion of euro bond issuance. Total debt climbed to $17.5 billion from $14.0 billion, and net debt rose to $12.5 billion. Operating cash flow improved 50% to $3.1 billion for the first half, and capital expenditures fell to $1.6 billion. Shareholders' equity declined to $45.5 billion, mainly because of a $1.9 billion currency translation loss from a stronger U.S. dollar. Linde continued share repurchases of $1.8 billion and kept its dividend growing, with the quarterly rate raised 10% to $0.963 per share. Key risks for investors include the duration of COVID-19 demand weakness, foreign currency exposure, and the Brazilian tax and CADE antitrust matters, which carry about $190 million and roughly $400 million of potential exposure. Management has not reserved for these matters. The Linde AG appraisal proceedings are also unresolved. The company has a $5 billion undrawn revolver and maintains strong credit ratings, and its backlog of about $8.6 billion supports future growth.
- 2020-Q1May 7, 2020
LINDE PLC Quarterly Report for Q1 Ended Mar 31, 2020
Linde plc's first-quarter 2020 10-Q shows reported sales down 3% to $6,739 million (about 3% lower on both reported and adjusted bases) as currency translation (-3%) and lower APAC volumes tied to COVID-19 offset 2% price gains. Reported operating profit rose 20% to $733 million (10.9% margin), largely because merger-related purchase accounting depreciation fell, and adjusted operating profit rose 11% to $1,352 million (20.1% margin). Reported diluted EPS was $1.07, up 35%, versus $0.79 a year earlier, while adjusted diluted EPS rose 12% to $1.89. The reported figures benefited from a lower share count (diluted shares down 3%) and a pension benefit of $45 million versus a $15 million cost in the prior year, which included a $51 million settlement charge. The balance sheet and cash flow picture is more mixed. Cash rose to $4,014 million, but total debt climbed to $16,875 million from $13,956 million at year-end, largely through commercial paper borrowings of $3,994 million used to fund $1,815 million of net share repurchases and $511 million of dividends. Net debt rose to $12,861 million. Operating cash flow grew 26% to $1,347 million, while capital expenditures were $803 million. Total equity fell to $47,151 million from $51,522 million, mainly because of a $2.7 billion foreign currency translation loss in other comprehensive income, which reflects the strengthening dollar against the euro, pound, and yuan. Management flagged COVID-19 as a risk that could materially affect results, citing volume declines in China and reduced activity in March, and added a supplemental risk factor. Linde also recorded $131 million in cost reduction and other charges, including roughly 600 targeted positions, and reported a $46 billion minimum-purchase backlog under long-term on-site contracts. The company kept a $5 billion undrawn revolving credit facility and said it had $1.9 billion remaining under its 2019 buyback authorization.
- 2019-Q3Nov 12, 2019
LINDE PLC Quarterly Report for Q3 Ended Sep 30, 2019
Linde plc's Q3 2019 10-Q reflects the first full quarter of combined operations following the October 31, 2018 Praxair and Linde AG merger, so reported results are not comparable to the prior year, which included only Praxair. Reported Q3 2019 sales were $7,000 million, up 133% year over year, and reported operating profit was $1,000 million (14.3% margin). Those reported figures include $423 million of quarterly purchase accounting charges, $125 million of cost reduction and other charges (including a roughly $73 million APAC joint venture impairment), and a $164 million gain on merger-related divestitures. Diluted EPS from continuing operations was $1.34 on a reported basis, but management's adjusted pro forma diluted EPS was $1.94, up 26% from $1.54, and adjusted pro forma operating margin was 19.8%. Management's adjusted measures are non-GAAP and exclude purchase accounting, so investors should weigh them against the GAAP figures. The balance sheet and cash flow show the scale of the transaction and its aftermath. Nine-month operating cash flow was $3,945 million, up 68%, while capital expenditures rose to $2,667 million. Divestitures generated $4,960 million, and the company spent roughly $3.2 billion on the Linde AG minority squeeze-out and $1.9 billion on share repurchases. Net debt was $11.1 billion, and cash fell to $2.1 billion. Total equity declined to $51.3 billion, largely because of a $1.3 billion currency translation loss in the quarter and the squeeze-out. Management cited a $4.7 billion sale-of-gas backlog and a $5 billion undrawn revolving credit facility. Key open items include the preliminary purchase price allocation, which may still change in Q4 2019, the remaining Asian divestitures expected in 2019 and 2020, and several Brazilian tax and CADE antitrust matters. The company reported no material changes to risk factors relative to its 2018 10-K.
- 2019-Q2Aug 9, 2019
LINDE PLC Quarterly Report for Q2 Ended Jun 30, 2019
Linde plc's Q2 2019 10-Q reflects the first full quarter of combined operations following the October 31, 2018 Praxair/Linde AG merger, so reported results are not comparable to the prior year, which included only Praxair. Reported Q2 2019 sales were $7,204 million, up 137% year over year, while reported operating profit fell 3% to $669 million (9.3% margin) due to $515 million of purchase accounting charges (mostly incremental depreciation and amortization) and $141 million of cost reduction and merger-related charges. Diluted EPS from continuing operations was $0.94, down 43%, largely reflecting the roughly 88% increase in diluted shares outstanding from merger share issuance. Management's pro forma and adjusted pro forma figures, which exclude purchase accounting and one-time charges and assume the merger occurred January 1, 2017, show a more meaningful picture: pro forma sales were flat at $7,179 million, adjusted pro forma operating profit rose 6% to $1,319 million (18.4% margin), and adjusted pro forma diluted EPS grew 12% to $1.83. These are non-GAAP measures and investors should weigh them against the GAAP figures. Balance sheet and cash flow activity was dominated by merger-related divestitures and capital return. The sale of Linde AG's Americas business (completed March 1, 2019, about $3.4 billion net) and the Korean assets (about $1.2 billion) generated $4.7 billion of divestiture proceeds, while a roughly $3.2 billion cash-merger squeeze-out of minority Linde AG shares was paid in April 2019. Year-to-date operating cash flow was $2,073 million, up 40%. Capital expenditures rose to $1,708 million, and the company repurchased about $1.25 billion of shares and paid $951 million in dividends. Total debt declined to $13,957 million from $15,296 million, and cash fell to $2,686 million. Management reported a $4.7 billion backlog of large projects under construction and a $5.0 billion revolving credit facility that was undrawn at quarter end. Key items to monitor include the remaining purchase accounting step-ups (which will continue to depress reported EBITDA-to-earnings conversion through 2019 and beyond), the pace of remaining synergy and cost reduction actions, the Brazilian tax and CADE antitrust matters (roughly $210 million in unaccrued tax exposure, with no reserves recorded for CADE), and the German appraisal proceedings tied to the Linde AG squeeze-out. Price and volume gains in the Americas and APAC were partly offset by currency translation, which reduced pro forma sales by 4%.
- 2019-Q1May 10, 2019
LINDE PLC Quarterly Report for Q1 Ended Mar 31, 2019
Linde plc's first-quarter 2019 10-Q is dominated by the October 31, 2018 merger of Praxair and Linde AG, which makes reported year-over-year comparisons largely meaningless. Reported sales rose 133% to $6,944 million, but this reflects the addition of Linde AG rather than organic growth. On a pro forma basis (as if the merger had closed January 1, 2017), sales were flat at $6,914 million versus $6,941 million, with 3% volume growth and 2% price offset by a 5% currency headwind. Reported operating profit fell 7% to $609 million, weighed down by $531 million of purchase accounting charges and $89 million of transaction and synergy costs. Adjusted pro forma operating profit rose 1% to $1,222 million, and adjusted pro forma diluted EPS grew 12% to $1.69, versus reported diluted EPS of $0.79. Reported diluted EPS from continuing operations fell 50% to $0.79, primarily because the share count rose to about 549 million from about 291 million after the merger. Discontinued operations (the Linde AG Americas divestiture) added $0.15 per share. Net income attributable to Linde was $517 million. Cash flow from operations rose 55% to $1,068 million, and the company received $3.4 billion of net proceeds from the Americas divestiture. That cash funded $2.2 billion of financing outflows, including $725 million of share repurchases, $477 million of dividends, and about $1 billion of net debt repayment. Net debt fell to $8.4 billion from $10.8 billion at year-end 2018. The balance sheet and liquidity position strengthened notably. Cash reached $5.8 billion, and Linde secured an undrawn $5.0 billion revolving credit facility with no financial maintenance covenants. Key forward-looking items include the squeeze-out of Linde AG minority shares for about $3.2 billion (completed April 8, 2019), the sale of the Korean business for $1.2 billion (completed April 30, 2019), and remaining merger-related divestitures in Asia expected during 2019. Purchase price allocation remains preliminary, so further goodwill and intangible adjustments are likely. Investors should focus on pro forma and adjusted metrics to judge underlying trends.
- 2018-Q3Nov 9, 2018
LINDE PLC Quarterly Report for Q3 Ended Sep 30, 2018
This 10-Q, filed November 9, 2018, is not a conventional operating report. Linde plc was a newly formed Irish holding company that had not conducted material business activities as of September 30, 2018, other than its formation and the Business Combination Agreement between Praxair and Linde AG. Its balance sheet is essentially a shell: total assets of about $8.9 million (mostly $8.8 million of deferred equity issuance costs, chiefly SEC registration fees), offset by $13.9 million of related-party debt owed to Praxair International Finance UC and $6.2 million of accrued liabilities, leaving total shareholder's deficit of about $(11.2) million. The company reported a net loss of $4.55 million for the quarter and $9.40 million for the nine months, almost entirely professional advisory and accounting fees tied to the merger. The filing's most important content for investors is forward-looking. The Business Combination closed on October 31, 2018, making Linde plc the successor issuer to Praxair, with Praxair becoming an indirect wholly owned subsidiary and about 92% of Linde AG tendered in the exchange offer at 1.540 Linde plc shares per Linde AG share. Subsequent events include a planned squeeze-out of remaining Linde AG minority shareholders at €188.24 per share, roughly €2.8 billion (about $3.2 billion) in aggregate, with an extraordinary meeting scheduled for December 12, 2018. The company also disclosed large pending divestitures required by merger control reviews: the sale of Praxair's European industrial gases business to Taiyo Nippon Sanso for €5.0 billion, and the sale of Linde AG's North and parts of South American industrial gases business to Messer/CVC for €3.0 billion, with an FTC-mandated divestiture deadline of January 29, 2019. Because the financial statements predate the closing, the purchase price allocation and pro forma information are incomplete and excluded. Investors should therefore treat the historical numbers as a placeholder and focus on the transaction's scale, the divestiture commitments, and the post-combination capital structure, which the filing does not quantify.
- 2017-Q3Oct 30, 2017
LINDE PLC Quarterly Report for Q3 Ended Sep 30, 2017
This 10-Q is not a typical operating company report. It is the first quarterly filing of Linde plc (formerly Zamalight plc), an Irish shell entity formed on April 18, 2017 to combine Praxair, Inc. and Linde AG through an all-stock business combination. As of September 30, 2017, the company had no operations, no revenue, and minimal assets: cash of $83,342 and other assets of $8,984,310, which consist almost entirely of deferred equity issuance costs (primarily SEC registration fees). Total assets were $9,067,652, offset by $9,220,590 of related-party debt under a cash management facility with Praxair International Finance UC, $622,059 of accrued liabilities, and a total shareholder's deficit of $(774,997). The company recorded a net loss of $290,825 for the quarter and $753,465 since inception, mainly advisory and accounting costs tied to the transaction, resulting in a loss per share of $(11.63) for the quarter and $(30.14) since inception. The filing's real significance for investors lies in the pending transaction terms described in Note 1. Under the Business Combination Agreement dated June 1, 2017, each Praxair share converts into one Linde plc ordinary share in the Merger, and Linde AG shareholders may exchange each share for 1.540 Linde plc shares in the Exchange Offer. Upon completion, legacy Praxair and Linde AG shareholders would each own roughly 50% of Linde plc. On October 23, 2017, the Exchange Offer's minimum acceptance threshold was reduced from 75% to 60%, and the offer was extended to November 7, 2017. As of October 26, 2017, about 67.95% of Linde AG voting shares had been tendered. Management expects completion in the second half of 2018, subject to regulatory approvals and other conditions. A termination fee of €250 million applies in certain circumstances. Investors should recognize that the financial statements reflect a pre-transaction placeholder entity and do not represent the economics of the combined business. The shell's deficit and per-share losses are not meaningful indicators of future performance. The filing also notes that if the business combination is not completed, the SEC registration fees and other transaction costs will be expensed, and expenses will be shared equally by Praxair and Linde AG. Key risks include regulatory approval, the tender threshold, and the possibility of an adverse tax event or material adverse change.