SecProbe.io

June 4, 2019
Matthew White
Chief Financial Officer
Linde plc
10 Priestley Road
Surrey Research Park
Guilford
Surrey GU2 7XY
United Kingdom
Re:Linde plc
Form 10-K for Fiscal Year Ended December 31, 2018
Filed March 18, 2019
File No. 001-38730
Dear Mr. White:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2018
Management's Discussion and Analysis
Consolidated Results and Other Information, page 25
1.We note that gross margin represents a non-GAAP financial measure since this measure
excludes depreciation and amortization.  Excluding depreciation and amortization from
gross margin appears to result in a non-GAAP measure that is based on individually
tailored accounting principles as it does not contemplate all costs of sales.  Tell us how
you considered Question 100.04 of the Non-GAAP C&DIs. Please address this comment
as it relates to your Form 10-Q for the quarter ended March 31, 2019 and your Item 2.02
Forms 8-K that include this non-GAAP measure.

 FirstName LastNameMatthew White
 Comapany NameLinde plc
 June 4, 2019 Page 2
 FirstName LastName
Matthew White
Linde plc
June 4, 2019
Page 2
Non-GAAP Financial Measures, page 55
2.We have the following comments regarding your Adjusted Operating Profit and Margin,
Adjusted Interest - Net, Adjusted Income Taxes and Effective Tax Rate, Adjusted
Controlling Interests from Continuing Operations, Adjusted Income from Continuing
Operations and Adjusted Diluted Earnings Per Share from Continuing Operations non-
GAAP Measures:

•We note that each of these measures excludes the effect of purchase accounting related
to the Linde acquisition.  Please tell us about each material component of these
adjustments.
•Excluding “purchase accounting impacts” may result in non-GAAP measures that are
based on individually tailored accounting principles.  Please tell us why you believe
these measures are useful to investors and how you considered Question 100.04 of the
Non-GAAP C&DIs; and
•Please tell us why you believe these expenses are not indicative of on-going business
performance as it appears these expenses will continue into the future.
3.With regard to your Adjusted Income from Continuing Operations and Adjusted Diluted
Earnings Per Share from Continuing Operations, please present the tax effect of your
adjustments as a separate line item. Refer to Question 102.11 of the Compliance and
Disclosure Interpretations on Non-GAAP Financial Measures.

4.Please note that the above comments are also applicable to your Form 10-Q for the quarter
ended March 31, 2019 as well as your Item 2.02 Forms 8-K since they include similar
measures, including on a pro forma basis.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Tracie Mariner, Staff Accountant, at (202) 551-3744, or Jeanne Baker,
Assistant Chief Accountant, at (202) 551-3691 if you have questions regarding comments on the
financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction