LINDE PLC

Previous wording

The following table provides summary information for the three months ended March 31, 2026 and 2025. The reported amounts are GAAP amounts from the Consolidated Statement of Income. The adjusted amounts are intended to supplement investors' understanding of the company's financial information and are not a substitute for GAAP measures:

Current wording

The following table provides summary information for the quarters and six months ended June 30, 2026 and 2025. The reported amounts are GAAP amounts from the Consolidated Statement of Income. The adjusted amounts are intended to supplement investors' understanding of the company's financial information and are not a substitute for GAAP measures:

Previous wording

In the first quarter of 2026, Linde's sales were $8,781 million, 8% above the prior year. Currency translation increased sales by 5% in the quarter, largely driven by the strengthening of the Euro against the U.S dollar. Sales grew 2% from higher price attainment. Volumes increased sales by 1% in the quarter versus the 2025 respective period, primarily due to new project start-ups. Acquisitions increased sales by 1% in the quarter. Cost pass-through, representing the contractual billing of energy cost variances primarily to onsite customers, was flat in the quarter. Engineering sales decreased by 1% in the quarter.

Current wording

In the second quarter of 2026, Linde's sales were $9,289 million, 9% above the prior year. Sales grew 2% from higher price attainment. Volumes increased sales by 2% primarily driven by the electronics, manufacturing, and chemicals and energy end markets. Currency translation increased sales by 2% primarily driven by the strengthening of the Brazilian real, Chinese yuan, and Euro against the U.S. dollar. Acquisitions increased sales by 1%. Cost pass-through, representing the contractual billing of energy cost variances primarily to onsite customers, increased sales by 1%. Engineering sales increased by 1%.

Previous wording

Reported operating profit for the first quarter of 2026 was $2,439 million, or 27.8% of sales, 12% above the prior year. The reported year-over-year increase was primarily driven by higher pricing, currency translation and productivity initiatives, which more than offset adverse impacts from cost inflation. The reported effective tax rate ("ETR") was 23.5% in the first quarter

Current wording

Reported operating profit for the second quarter of 2026 was $2,554 million, or 27.5% of sales, 8% above the prior year. The reported year-over-year increase was primarily driven by higher pricing, currency translation and productivity initiatives, which more than offset adverse impacts from cost inflation. The reported effective tax rate ("ETR") was 24.0% in the second quarter of 2026 versus 24.4% in 2025. Diluted earnings per share ("EPS") was $4.15 in the second quarter of 2026, or 11% above EPS of $3.73 in the second quarter of 2025, primarily due to higher net income - Linde plc and lower diluted shares outstanding.

Previous wording

In the first quarter of 2026, adjusted operating profit of $2,630 million, or 30.0% of sales, was 8% higher as compared to 2025, driven by higher pricing, currency translation and productivity initiatives, partially offset by cost inflation. On an adjusted basis, the ETR was 23.5% for the first quarter 2026 and the 2025 respective period. On an adjusted basis, EPS was $4.33, 10% above the 2025 adjusted EPS of $3.95, driven by higher adjusted net income - Linde plc and lower diluted shares outstanding.

Current wording

In the second quarter of 2026, adjusted operating profit of $2,744 million, or 29.5% of sales, was 7% higher as compared to the prior year driven by higher pricing, currency translation and productivity initiatives, which more than offset adverse impacts from cost inflation. On an adjusted basis, the ETR was 23.9% for the second quarter of 2026 and 24.3% for the 2025 respective period. On an adjusted basis, EPS was $4.50 for the second quarter of 2026, 10% above the 2025 adjusted EPS of $4.09. The increase was driven by higher adjusted net income - Linde plc and lower diluted shares outstanding.

Previous wording

Sales increased by 8% for the first quarter of 2026, versus the respective 2025 period. Currency translation increased sales by 5% in the quarter, largely driven by the strengthening of the Euro against the U.S. dollar. Higher price attainment increased sales by 2% in the quarter. Volumes increased sales by 1% for the quarter, primarily due to new project start-ups. Acquisitions increased sales by 1% in the quarter. Cost pass-through was flat in the quarter. Engineering sales decreased by 1% in the quarter.

Current wording

Sales increased by 9% both in the second quarter of 2026 and for the six months ended June 30, 2026, versus the respective 2025 periods. Currency translation increased sales by 2% in the quarter and increased sales by 3% for the six months ended June 30, 2026, driven primarily by the strengthening of the Chinese yuan, Euro and Brazilian real against the U.S. dollar. Higher price attainment increased sales by 2% both in the quarter and six months ended June 30, 2026. Volumes increased sales by 2% both in the quarter and six months ended June 30, 2026, due primarily to the electronics, manufacturing, and chemicals and energy end markets. Acquisitions increased sales by 1% both in the quarter and six months ended June 30, 2026. Cost pass-through also increased sales by 1% both in the quarter and six months ended June 30, 2026, with minimal impact on operating profit. Engineering sales increased by 1% in the quarter and were flat in the six months ended June 30, 2026.

Previous wording

Cost of sales, exclusive of depreciation and amortization, increased $366 million, or 9%, for the first quarter of 2026 primarily due to currency translation, cost inflation, partially offset by productivity gains. Cost of sales, exclusive of depreciation and amortization, was 51.5% of sales for the first quarter, versus 51.2% for the respective 2025 period. The increase as a percentage of sales in the quarter was primarily due to higher costs, partially offset by pricing and productivity gains.

Current wording

Cost of sales, exclusive of depreciation and amortization, increased $555 million, or 13%, for the second quarter of 2026 and increased $921 million, or 11%, for the six months ended June 30, 2026, primarily due to currency translation, and cost inflation, partially offset by productivity gains. Cost of sales, exclusive of depreciation and amortization, was 52.3% and 51.9% of sales for the quarter and six months ended June 30, 2026, respectively, versus 50.7% and 51.0% for the respective 2025 periods. The increase as a percentage of sales was primarily due to higher costs and cost pass-through, partially offset by productivity gains.

Previous wording

Selling, general and administrative expense ("SG&A") increased $107 million, or 14%, for the first quarter of 2026. SG&A was 10.2% of sales for the three months ended March 31, 2026 versus 9.7% of sales for the respective 2025 period. Currency impact increased SG&A by approximately $37 million for the first quarter of 2026. Excluding currency impacts, underlying SG&A increased in the first quarter of 2026 driven primarily by higher costs.

Current wording

Selling, general and administrative expenses ("SG&A") increased $21 million, or 2%, for the second quarter of 2026 and increased $128 million, or 8%, for the six months ended June 30, 2026. SG&A was 9.6% and 9.9% of sales for the quarter and six months ended June 30, 2026, respectively, versus 10.2% and 10.0% of sales for the respective 2025 periods. Currency impact increased SG&A by approximately $16 million for the second quarter of 2026 and $53 million for the six months ended June 30, 2026. Excluding currency impacts, the underlying SG&A increase was driven primarily by higher costs.

Previous wording

Reported depreciation and amortization expense increased $41 million, or 5%, in the first quarter of 2026. On an adjusted basis, excluding merger-related impact, depreciation and amortization increased $41 million, or 6%, including currency impact of $29 million. Excluding currency for the quarter, the underlying depreciation and amortization increase was largely driven by new project start-ups.

Current wording

Reported depreciation and amortization expense increased $21 million, or 2%, for the second quarter of 2026 and increased $62 million, or 3%, for the six months ended June 30, 2026. On an adjusted basis, excluding merger-related impacts, depreciation and amortization increased $29 million, or 4%, including currency impact of $14 million in the second quarter of 2026 and increased $70 million, or 5%, including currency impact of $43 million for the six months ended June 30, 2026. Excluding currency, the underlying depreciation and amortization increase was largely driven by new project start-ups.

Previous wording

There were no cost reduction program and other charges for the three months ended March 31, 2026. The respective 2025 period primarily included severance charges of $55 million. On an adjusted basis, these costs have been excluded.

Current wording

There were no cost reduction program and other charges for the quarter and six months ended June 30, 2026. For the respective 2025 periods, there were no cost reduction program and other charges for the second quarter of 2025, and $55 million for the six months ended June 30, 2025, primarily related to severance charges. On an adjusted basis, these costs have been excluded.

Previous wording

Reported other income (expense) - net was a benefit of $63 million for the first quarter of 2026 primarily driven by a gain on a divestiture in the Americas business. In the respective 2025 period, other income (expense) was a benefit of $18 million.

Current wording

Reported other income (expense) - net was a benefit of $17 million for the second quarter of 2026 and $80 million for the six months ended June 30, 2026. The year-to-date period included a gain on a divestiture in the Americas business. For the respective 2025 periods, other income (expense) was a benefit of $15 million for the second quarter of 2025 and $33 million for the six months ended June 30, 2025.

Previous wording

On a reported basis, operating profit increased $255 million, or 12%, for the first quarter of 2026. The increase was primarily due to higher pricing, currency translation, savings from productivity initiatives and lower cost reduction program and other charges, which more than offset the adverse impacts of cost inflation.

Current wording

On a reported basis, operating profit increased $200 million, or 8%, for the second quarter of 2026 and increased $455 million, or 10%, for the six months ended June 30, 2026. The increases were driven by savings from productivity initiatives, higher pricing, and currency translation, which more than offset the adverse impacts of cost inflation.

Previous wording

On an adjusted basis, which excludes the impacts of merger-related purchase accounting as well as cost reduction programs and other charges, operating profit increased $192 million, or 8%, for the first quarter of 2026. Operating profit growth was driven by higher pricing, currency translation and productivity initiatives, which more than offset the effects of cost inflation during the first quarter of 2026. A discussion of operating profit by segment is included in the segment discussion that follows.

Current wording

On an adjusted basis, which excludes the impacts of merger-related purchase accounting as well as cost reduction program and other charges, operating profit increased $188 million, or 7%, for the second quarter of 2026 and increased $380 million, or 8%, for the six months ended June 30, 2026. The increases were driven by savings from productivity initiatives, higher pricing, and currency translation, which more than offset the effects of cost inflation. A discussion of operating profit by segment is included in the segment discussion that follows.

Previous wording

Reported net pension and OPEB cost (benefit), excluding service cost, was a benefit of $54 million for the quarter, versus $56 million for the respective 2025 period. The decrease was driven by higher interest cost and lower amortization of deferred gains, partially offset by higher expected return on plan assets year-over-year.

Current wording

Reported net pension and OPEB cost (benefit), excluding service cost, was a benefit of $53 million and $107 million for the quarter and six months ended June 30, 2026, respectively, versus a benefit of $59 million and $115 million for the respective 2025 periods. The decrease for both periods was primarily driven by lower amortization of deferred gains year-over-year.

Previous wording

The reported effective tax rate ("ETR") for the first quarter of 2026 was 23.5%, versus 23.4% for the respective 2025 period.

Current wording

The reported effective tax rate ("ETR") for the quarter and six months ended June 30, 2026 was 24.0% and 23.7%, respectively, versus 24.4% and 24.0% for the respective 2025 periods.

Previous wording

Reported income from equity investments for the first quarter of 2026 was $40 million, versus $38 million for the respective 2025 period.

Current wording

Reported income from equity investments for the quarter and six months ended June 30, 2026 was $36 million and $76 million, respectively, versus $33 million and $71 million for the respective 2025 periods.

Previous wording

On an adjusted basis, income from equity investments for the first quarter of 2026 was $59 million, versus $56 million for the respective 2025 period.

Current wording

On an adjusted basis, income from equity investments for the quarter and six months ended June 30, 2026 was $55 million and $114 million, respectively, versus $51 million and $107 million for the respective 2025 periods.

Previous wording

At March 31, 2026, noncontrolling interests consisted primarily of non-controlling shareholders' investments in APAC (primarily China). Reported noncontrolling interests income was $43 million for the first quarter of 2026 and $34 million for the respective 2025 period.

Current wording

At June 30, 2026, noncontrolling interests consisted primarily of non-controlling shareholders' investments in APAC (primarily China). Reported noncontrolling interests income was $44 million and $87 million for the quarter and six months ended June 30, 2026, respectively, versus $40 million and $74 million for the respective 2025 periods.

Previous wording

Reported net income - Linde plc increased $184 million, or 11%, for the first quarter of 2026 versus the respective 2025 period. On an adjusted basis, which excludes the impacts of merger-related purchase accounting and cost reduction program and other charges, net income - Linde plc increased $139 million, or 7%, for the first quarter of 2026 versus the respective 2025 period. On both a reported and adjusted basis, the increase was largely driven by higher operating profit.

Current wording

Reported net income - Linde plc increased $162 million, or 9%, for the second quarter of 2026, and increased $346 million, or 10%, for the six months ended June 30, 2026. On an adjusted basis, which excludes the impacts of merger-related purchase accounting and cost reduction program and other charges, net income - Linde plc increased $152 million, or 8%, for the second quarter of 2026, and increased $291 million, or 8%, for the six months ended June 30, 2026. On both a reported and adjusted basis, the increase was largely driven by higher operating profit.

Previous wording

Reported diluted earnings per share increased $0.47, or 13%, for the first quarter of 2026 versus the respective 2025 period. On an adjusted basis, diluted EPS increased $0.38, or 10%, for the three months ended March 31, 2026, versus the respective 2025 period. On both a reported and adjusted basis, the increase was primarily due to higher net income - Linde plc and lower diluted shares outstanding.

Current wording

On both a reported and adjusted basis, the increase was primarily due to higher net income - Linde plc and lower diluted shares outstanding.

Previous wording

The number of employees at March 31, 2026 was 65,034, a decrease of 35 employees from March 31, 2025.

Current wording

The number of employees at June 30, 2026 was 64,649, a decrease of 193 employees from June 30, 2025 due to the ongoing impact of the cost reduction program, partially offset by acquisitions.

Previous wording

EBITDA was $3,430 million for the first quarter of 2026 as compared to $3,132 million in the respective 2025 period. Adjusted EBITDA increased to $3,449 million for the first quarter of 2026 from $3,213 million in the respective 2025 period. The increase on both a reported and adjusted basis was driven by higher net income - Linde plc versus prior year.

Current wording

The increase on both a reported and adjusted basis was driven by higher net income - Linde plc versus prior year.

Previous wording

Other comprehensive income was $79 million for the first quarter of 2026. The income in the quarter resulted primarily from currency translation adjustments of $55 million. The translation adjustments reflect the impact of translating local currency foreign subsidiary financial statements to U.S. dollars, and are largely driven by the movement of the U.S. dollar against major currencies, including the Euro and British pound. See the "Currency" section of the MD&A for exchange rates used for translation purposes and Note 10 to the condensed consolidated financial statements for a summary of the currency translation adjustment component of accumulated other comprehensive income (loss) by segment.

Current wording

Other comprehensive income for the quarter and six months ended June 30, 2026 was $228 million and $307 million, respectively, which primarily related to currency translation adjustments of $246 million and $301 million, respectively. The translation adjustments reflect the impact of translating local currency foreign subsidiary financial statements to U.S. dollars and are largely driven by the movement of the U.S. dollar against major currencies, including the Euro and British pound. See the "Currency" section of the MD&A for exchange rates used for translation purposes and Note 10 to the condensed consolidated financial statements for a summary of the currency translation adjustment component of accumulated other comprehensive income (loss) by segment.

Previous wording

Sales for the Americas segment increased $359 million, or 10%, for the first quarter versus the respective 2025 period. Higher pricing contributed 4% to sales in the first quarter. Volumes increased sales by 2% in the quarter, primarily driven by electronics, manufacturing and metals and mining end markets including project start-ups. Cost pass-through increased sales by 2% in the quarter, with minimal impact on operating profit. Currency translation increased sales by 2% in the first quarter, driven primarily by the strengthening of the Mexican peso and Brazilian real against the U.S. dollar. Acquisitions were flat in the quarter.

Current wording

Sales for the Americas segment increased $271 million, or 7%, in the second quarter of 2026 and increased $630 million, or 8%, for the six months ended June 30, 2026. Higher pricing increased sales by 2% in the quarter and 3% year-to-date. Volumes increased sales by 2% both in the quarter and year-to-date periods primarily drivenby the electronics and manufacturing end markets. Cost pass-through was flat in the quarter and increased sales by 1% year-to-date, with minimal impact on operating profit. Currency translation increased sales by 2% both in the quarter and year-to-date periods, driven primarily by the strengthening of the Mexican peso and Brazilian real against the U.S. dollar. Acquisitions increased sales by 1% in the quarter and were flat year-to-date.

Previous wording

Operating profit in the Americas segment increased $135 million, or 12%, for the first quarter compared to the respective 2025 period, driven primarily by higher volumes, higher pricing, continued productivity initiatives and a gain on a divestiture, which more than offset cost inflation.

Current wording

Operating profit in the Americas segment increased $63 million, or 5%, in the second quarter of 2026, and increased $198 million, or 8%, for the six months ended June 30, 2026. The increase was driven primarily by higher pricing, continued productivity initiatives, higher volumes, and currency translations, which more than offset cost inflation.

Previous wording

EMEA segment sales increased $140 million, or 7%, for the first quarter, compared to the respective 2025 period. Currency translation increased sales by 10% in the first quarter, driven primarily by the strengthening of the Euro and British pound against the U.S. dollar. Higher price attainment increased sales by 1% in the quarter. Acquisitions increased sales by 1%. Cost pass-through decreased sales by 2% in the quarter with minimal impact on operating profit. Volumes decreased sales by 3% in the quarter, primarily driven by the manufacturing and chemicals and energy end markets.

Current wording

Sales for the EMEA segment increased $141 million, or 7%, in the second quarter of 2026 and increased $281 million, or 7%, for the six months ended June 30, 2026. Currency translation increased sales by 3% in the quarter and 6% year-to-date largely due to the strengthening of the Euro against the U.S. dollar. Higher price attainment increased sales by 2% both in the quarter and the year-to-date periods. Acquisitions increased sales by 1% both in the quarter and the year-to-date periods. Cost pass-through increased sales by 2% in the quarter, with minimal impact on operating profit, and was flat year-to-date. Volumes decreased sales by 1% in the quarter and decreased sales by 2% year-to-date primarily driven by the manufacturing end market.

Previous wording

Operating profit for the EMEA segment increased by $62 million, or 9%, for the first quarter, compared to the respective 2025 period. The increase in the first quarter was driven primarily by currency translation, higher pricing, and continued productivity initiatives, which more than offset cost inflation and lower volumes.

Current wording

Operating profit in the EMEA segment increased $43 million, or 6%, for the second quarter of 2026, and increased $105 million, or 7%, for the six months ended June 30, 2026. The increase was driven by continued productivity initiatives, currency translation, and higher pricing, which more than offset cost inflation and lower volumes.

Previous wording

Sales for the APAC segment increased $162 million, or 11%, for the first quarter versus the respective 2025 period. Volumes increased sales by 6% in the first quarter, driven by base volumes, new project start-ups and equipment sales. Currency translation increased sales by 4% in the quarter, primarily due to the strengthening of the Australian dollar and Chinese yuan against the U.S. dollar. Acquisitions increased sales by 2% in the quarter. Price was flat in the quarter largely due to helium decrease which offset other positive price in the segment. Cost pass-through decreased sales by 1% in the quarter with minimal impact on operating profit.

Current wording

Sales for the APAC segment increased $215 million, or 13%, in the second quarter of 2026 and increased $377 million, or 12%, for the six months ended June 30, 2026. Volumes increased sales by 6% both in thequarter and year-to-date periods, primarily driven by new project start-ups and equipment sales. Currency translation increased sales by 3% both in thequarter and year-to- date periods primarily due to the strengthening of the Australian dollar and Chinese yuan against the U.S. dollar. Acquisitions were flat in the quarter and increased sales by 1% year-to-date. Price increased sales by 2% in the quarter and 1% year-to-date. Cost pass-through increased sales by 2% in the second quarter and 1% year-to-date, with minimal impact on operating profit.

Previous wording

Engineering segment sales decreased $48 million, or 8%, for the first quarter, as compared to the respective 2025 period, driven by project timing. Currency translation increased sales by 7% in the quarter, primarily due to the strengthening of the Euro against the U.S. dollar.

Current wording

Sales for the Engineering segment increased $74 million, or 13%, in the second quarter of 2026 and increased $26 million, or 2%, for the six months ended June 30, 2026 primarily due to project timing. Currency translation increased sales by 2% in the quarter and 4% year-to-date primarily due to the strengthening of the Euro against the U.S. dollar.

Previous wording

Cash provided by operations of $2,240 million for the three months ended March 31, 2026 increased $79 million, or 4%, versus 2025. The increase was driven primarily by higher net income adjusted for non-cash charges and was partially offset by higher net working capital requirements.

Current wording

Cash provided by operations of $4,511 million for the six months ended June 30, 2026, increased $139 million, or 3%, versus 2025. The increase was driven primarily by higher net income.

Previous wording

Linde estimates that the total 2026 required contributions to its pension plans will be in the range of approximately $25 million to $35 million, of which $7 million has been made through March 31, 2026.

Current wording

Linde estimates that the total 2026 required contributions to its pension plans will be in the range of approximately $25 million to $35 million, of which $18 million has been made through June 30, 2026.

Previous wording

Net cash used for investing activities of $1,384 million for the three months ended March 31, 2026 increased $15 million, or 1%, versus 2025 as higher capital expenditures and acquisition spend, net of cash acquired more than offset cash inflows from divestitures and asset sales.

Current wording

Net cash used for investing activities of $3,042 million for the six months ended June 30, 2026 increased $216 million, or 8%, versus 2025 as higher capital expenditures and acquisition spend, net of cash acquired more than offset cash inflows from divestitures and asset sales.

Previous wording

Capital expenditures for the three months ended March 31, 2026 were $1,342 million, $72 million higher than the prior year, primarily due to investments in new plant and production equipment for backlog growth requirements.

Current wording

Capital expenditures for the six months ended June 30, 2026 were $2,780 million, $253 million higher than the prior year, primarily due to investments in new plant and production equipment for backlog growth requirements.

Previous wording

At March 31, 2026, Linde's sale of gas backlog of large projects under construction was approximately $7.1 billion. This represents the total estimated capital cost of large plants under construction.

Current wording

At June 30, 2026, Linde's sale of gas backlog of large projects under construction was approximately $8.1 billion. This represents the total estimated capital cost of large plants under construction.

Previous wording

Acquisitions, net of cash acquired, were $153 million for the three months ended March 31, 2026, and related primarily to packaged gas businesses in the Americas segment. Acquisitions, net of cash acquired, were $112 million for the three months ended March 31, 2025 and related primarily to businesses in the Americas and APAC.

Current wording

Acquisitions, net of cash acquired, were $385 million for the six months ended June 30, 2026, and primarily related to businesses in the Americas and EMEA. Acquisitions, net of cash acquired, were $270 million for the six months ended June 30, 2025 and related primarily to businesses in the Americas and APAC.

Previous wording

Divestitures, net of cash divested and asset sales, for the three months ended March 31, 2026 were $112 million. 2026 included proceeds from the sale of a business in the Americas. 2025 divestitures, net of cash divested and asset sales were $13 million.

Current wording

Divestitures, net of cash divested and asset sales, for the six months ended June 30, 2026 were $123 million and included proceeds from the sale of a business in the Americas. Divestitures for the six months ended June 30, 2025, net of cash divested and asset sales, were $24 million.

Previous wording

Other investing, net for the three months ended March 31, 2026 consisted of outflows of $1 million related to the cash settlement of foreign exchange contracts designated in a net investment hedging relationship.

Current wording

Cash outflows related to other investing, net decreased $53 million for the six months ended June 30, 2026, versus 2025, due to a decrease in cash settlements of foreign exchange contracts designated in a net investment hedging relationship.

Previous wording

Cash used for financing activities was $1,968 million for the three months ended March 31, 2026 as compared to $388 million for the three months ended March 31, 2025. Cash used for debt was $336 million in 2026 versus cash provided by debt of $1,493 million in 2025, as debt repayments more than offset borrowings, including commercial paper issuances. During the three months ended March 31, 2026, Linde repaid $725 million of 3.20% U.S. dollar-denominated notes.

Current wording

Cash used for financing activities was $1,647 million for the six months ended June 30, 2026 as compared to $1,754 million for the six months ended June 30, 2025. Cash provided by debt was $1,645 million for the six months ended June 30, 2026, versus cash provided by debt of $1,839 million for the six months ended June 30, 2025, driven primarily by lower net debt issuances in 2026. During the six months ended June 30, 2026, Linde issued €1.6 billion of Euro-dominated notes and repaid $725 million of U.S. dollar-denominated notes.

Previous wording

Net purchases of ordinary shares were $804 million in 2026 versus $1,100 million in 2025. For additional information related to the share repurchase programs, see Part II Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Current wording

Net purchases of ordinary shares were $1,656 million for the six months ended June 30, 2026, versus $2,207 million for the six months ended June 30, 2025. For additional information related to the share repurchase programs, see Part II Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Previous wording

Cash dividends of $741 million increased $33 million from 2025 driven primarily by a 7% increase in quarterly dividends per share from $1.50 per share to $1.60 per share and partially offset by lower shares outstanding. Cash used for Noncontrolling interest transactions and other was $87 million for the three months ended March 31, 2026 versus cash used of $73 million for the respective 2025 period, as higher cash requirements for withholding taxes related to share-based compensation arrangements more than offset higher cash inflows from financing related derivatives.

Current wording

Cash dividends for the six months ended June 30, 2026 were $1,479 million, having increased $67 million from the six months ended June 30, 2025, driven primarily by a 7% increase in quarterly dividends per share from $1.50 per share to $1.60 per share and partially offset by lower shares outstanding. Cash used for noncontrolling interest transactions and other was $157 million for the six months ended June 30, 2026 versus cash provided by noncontrolling interest transactions and other of $26 million for the six months ended June 30, 2025, primarily due to higher cash requirements for withholding taxes related to share-based compensation arrangements and lower cash inflows from financing related derivatives.

Previous wording

(c) The company believes that its non-GAAP measures excluding merger Purchase accounting impacts - Linde AG are useful to investors because: (i) the 2018 business combination was a merger of equals in an all-stock merger transaction, with no cash consideration, (ii) the company is managed on a geographic basis and the results of certain geographies are more heavily impacted by merger purchase accounting than others, causing results that are not comparable at the reportable segment level, therefore, the impacts of merger purchase accounting adjustments to each segment vary and are not comparable within the company and when compared to other companies in similar regions, (iii) business management is evaluated and variable compensation is determined based on results excluding merger purchase accounting impacts, and; (iv) it is important to investors and analysts to understand the purchase accounting impacts to the financial statements.A summary of each of the adjustments made for Purchase accounting impacts - Linde AG are as follows:Adjusted Operating Profit and Margin: The purchase accounting adjustments for the periods presented relate primarily to depreciation and amortization related to the fair value step up of fixed assets and intangible assets (primarily customer related) acquired in the merger and the allocation of fair value step-up for ongoing Linde AG asset disposals (reflected in Other Income/(Expense)). Adjusted Interest Expense - Net: Relates to the amortization of the fair value of debt acquired in the merger. Adjusted Income Taxes and Effective Tax Rate: Relates to the current and deferred income tax impact on the adjustments discussed above. The income tax expense (benefit) on the non-GAAP pre-tax adjustments was determined using the applicable tax rates for the jurisdictions that were utilized in calculating the GAAP income tax expense (benefit) and included both current and deferred income tax amounts.Adjusted Income from Equity Investments: Represents the amortization of increased fair value on equity investments related to depreciable and amortizable assets. Adjusted Noncontrolling Interests: Represents the noncontrolling interests’ ownership portion of the adjustments described above determined on an entity by entity basis.

Current wording

(c) The company believes that its non-GAAP measures excluding merger Purchase accounting impacts - Linde AG are useful to investors because: (i) the 2018 business combination was a merger of equals in an all-stock merger transaction, with no cash consideration, (ii) the company is managed on a geographic basis and the results of certain geographies are more heavily impacted by merger purchase accounting than others, causing results that are not comparable at the reportable segment level, therefore, the impacts of merger purchase accounting adjustments to each segment vary and are not comparable within the company and when compared to other companies in similar regions, (iii) business management is evaluated and variable compensation is determined based on results excluding merger purchase accounting impacts, and; (iv) it is important to investors and analysts to understand the purchase accounting impacts to the financial statements.A summary of each of the adjustments made for Purchase accounting impacts - Linde AG are as follows:Adjusted Operating Profit and Margin: The purchase accounting adjustments for the periods presented relate primarily to depreciation and amortization related to the fair value step up of fixed assets and intangible assets (primarily customer related) acquired in the merger and the allocation of fair value step-up for ongoing Linde AG asset disposals (reflected in Other Income/(Expense)).Adjusted Income Taxes and Effective Tax Rate: Relates to the current and deferred income tax impact on the adjustments discussed above. The income tax expense (benefit) on the non-GAAP pre-tax adjustments was determined using the applicable tax rates for the jurisdictions that were utilized in calculating the GAAP income tax expense (benefit) and included both current and deferred income tax amounts.Adjusted Income from Equity Investments: Represents the amortization of increased fair value on equity investments related to depreciable and amortizable assets.Adjusted Noncontrolling Interests: Represents the noncontrolling interests’ ownership portion of the adjustments described above determined on an entity-by-entity basis.