Equity and Noncontrolling Interests

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Equity and Noncontrolling Interests

EQUITY AND NONCONTROLLING INTERESTS

Linde plc Shareholders’ Equity

At December 31, 2021 and 2020, Linde has total authorized share capital of €1,825,000 divided into 1,750,000,000 ordinary shares of €0.001 each, 25,000 A ordinary shares of €1.00 each, 25,000 deferred shares of €1.00 each and 25,000,000 preferred shares of €0.001 each.

At December 31, 2021 there were 552,012,862 and 508,680,879 of Linde plc ordinary shares issued and outstanding, respectively. At December 31, 2021 there were no shares of A ordinary shares, deferred shares or preferred shares issued or outstanding.

At December 31, 2020 there were 552,012,862 and 523,294,529 of Linde plc ordinary shares issued and outstanding, respectively. At December 31, 2020, there were no shares of A ordinary shares, deferred shares or preferred shares issued or outstanding.

Linde’s Board of Directors may from time to time authorize the issuance of one or more series of preferred stock and, in connection with the creation of such series, determine the characteristics of each such series including, without limitation, the preference and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions of the series.

Other Linde plc Ordinary Share and Treasury Share Transactions

Linde may issue new ordinary shares for dividend reinvestment and stock purchase plans and employee savings and incentive plans. The number of new Linde ordinary shares issued from the merger date through December 31, 2019 was 958,293 shares. No new ordinary shares were issued in 2020 or 2021.

On December 10, 2018 the Linde board of directors approved the repurchase of $1.0 billion of its ordinary shares under which Linde had repurchased 6,385,887 shares through December 31, 2019 (4,068,642 shares were repurchased through December 31, 2018). Linde completed the repurchases under this program in the first quarter of 2019.

On January 22, 2019 the company’s board of directors approved the additional repurchase of $6.0 billion of its ordinary shares under which Linde had repurchased 24,847,354 shares through December 31, 2021 (24,310,534 shares were repurchased through December 31, 2020). This program expired on February 1, 2021.

On January 25, 2021 the company's board of directors approved the additional repurchase of $5.0 billion of its ordinary shares under which Linde had repurchased 15,103,335 shares through December 31, 2021. This program is set to expire on July 31, 2023.

On February 28, 2022 the Linde board of directors authorized a new share repurchase program for up to $10.0 billion of its ordinary shares expiring on July 31, 2024.

Noncontrolling Interests

Noncontrolling interest ownership changes are presented within the consolidated statements of equity. The decrease during 2021 is primarily related to the deconsolidation of a joint venture with operations in APAC (see Note 2).

The decrease during 2020 primarily relates to the initiated buyout of minority interests in the Republic of South Africa. As of December 31, 2020, the conditions of the buyout were met obligating the company to execute in January 2021. Therefore, the company reclassified $196 million from non-controlling interest to other current liabilities reflecting the transaction price. An additional $35 million of dividends declared to the minority owners, reflected on the Dividends and other capital reductions line, was also reclassified to other current liabilities at December 31, 2020 and was paid in January 2021.

The $2,921 million decrease during 2019 was primarily driven by the completion of the cash merger squeeze-out of the 8% of Linde AG shares which were not tendered in the Exchange Offer related to the merger.

Redeemable Noncontrolling Interests

Noncontrolling interests with redemption features, such as put/sell options, that are not solely within the company’s control (“redeemable noncontrolling interests”) are reported separately in the consolidated balance sheets at the greater of carrying value or redemption value. For redeemable noncontrolling interests that are not yet exercisable, Linde calculates the redemption value by accreting the carrying value to the redemption value over the period until exercisable. If the redemption value is greater than the carrying value, any increase is adjusted directly to retained earnings and does not impact net income. At December 31, 2021 and 2020, the redeemable noncontrolling interest balance includes an industrial gas business in EMEA where the noncontrolling shareholders have put options.