SecProbe.io

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 June 11, 2025

Matthew White
Chief Financial Officer
LINDE PLC
10 Riverview Drive
Danbury, Connecticut 06810

 Re: LINDE PLC
 Form 10-K for the Year Ended December 31, 2024
 File No. 001-38730
Dear Matthew White:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Industrial
Applications and
 Services
</TEXT>
</DOCUMENT>

CORRESP
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 Document May 30, 2025 Via EDGAR Submission Division of Corporation Finance Office of Industrial Applications and Services United States Securities and Exchange Commission 100 F Street NE Washington, DC 20549 Attn: Nudrat Salik and Tracey Houser Re:    LINDE PLC     Form 10-K for the Year Ended December 31, 2024     File No. 001-38730 This letter sets forth the response of Linde plc (the “Company” or “Linde”) to the comment letter, dated May 22, 2025, of the Staff of the Division of Corporation Finance (the “Staff”) relating to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”) that was filed with the United States Securities and Exchange Commission (the “SEC”) on February 26, 2025. In our response, we have noted your original comment in italics to facilitate your review process. If you have any additional questions or require additional information, please contact me at (203) 837-2488, or Kelcey Hoyt, Chief Accounting Officer, at (203) 837-2118. Sincerely, /s/ Matthew J. White Matthew J. White Executive Vice President and Chief Financial Officer Forge, 43 Church Street West, Woking, Surrey, GU21 6HT, United Kingdom Form 10-K for the Fiscal Year Ended December 31, 2024 Non-GAAP Financial Measures, page 35 1. We note that your determination of multiple non-GAAP measures includes an adjustment for purchase accounting impacts – Linde AG. For the portion of this adjustment related to depreciation and amortization for the fair value step-up of fixed assets and intangible assets, please help us understand how you determined this adjustment is appropriate. Specifically, the adjustment results in these non-GAAP measures only reflecting part, but not all, of an accounting concept. Refer to Question 100.04 of the Division’s Compliance & Disclosure Interpretations of Non-GAAP Financial Measures. Response: Linde plc respectfully provides the SEC the following background information regarding the Linde AG purchase accounting impacts, which is the only acquisition depreciation and amortization fair-value step-up adjustment. In 2018, Praxair, Inc. (“Praxair”) and Linde AG consummated a non-cash, all-stock merger of equals to form Linde plc. In accordance with the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards codification (“ASC”) Topic 805, “ Business Combinations ”, Praxair was determined to be the accounting acquirer and accounting predecessor to Linde plc. With an ASC 805 determined accounting purchase price of $43.3 billion for Linde AG, the non-cash, all-stock merger transaction was by far the largest in the Company’s history in terms of size, scale and global breadth. In accordance with ASC 805, the application of acquisition accounting resulted in substantial fair value adjustments to the acquired assets of Linde AG including fixed assets and intangible assets. As of December 31, 2017, Praxair’s total assets were $20.4 billion and as of December 31, 2018, Linde plc’s total assets were $93.4 billion. Management determined in 2018 that it could not effectively manage the Company and communicate with investors and analysts using only GAAP results, primarily because: (i) the 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, the results of certain geographies are more heavily impacted by Linde AG purchase accounting than others, causing results that are not comparable (e.g., Linde plc’s Europe business is primarily comprised of legacy Linde AG operations which are recorded at fair value, while the Company’s Americas business is primarily comprised of Praxair’s operations which are recorded at historical cost, and Asia/Pacific operations are a combination of fair value and historical cost). Therefore, the impacts of merger only purchasing 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) investors and analysts want to analyze and compare the business excluding the impacts of non-cash merger purchase accounting. In addition, the consistent presentation of the non-cash merger only adjustment via the Company’s non-GAAP measures is transparent to any increase in operating results and net income attributable solely to declines over time of the depreciation and amortization. Providing only GAAP results would distort the comparability of information internally and also externally when used by investors and analysts. Prior to the merger consummation in 2018, our investors and analysts communicated to us that supplemental results excluding the impacts of non-cash merger purchase accounting would be useful so they could appropriately evaluate the performance of the Company and compare results with other similar companies/competitors. In fact, analysts’ published models and performance measures post-merger are consistent with the Company’s non-GAAP presentations. Therefore, historical book values (i.e., with no merger purchase accounting step-up adjustments to fair value) are being used to manage the Company and are being provided on a supplemental non-GAAP basis to investors and analysts externally. This approach is consistent with our investor expectations, with internal and segment reporting, and with compensation programs. We have not made similar adjustments pre-or-post merger for other acquisitions because they were cash acquisitions where management, investors and analysts were expecting the Company to earn a return on the cash investment that was made to acquire the business. In this merger of equals business combination, the shareholders of both Praxair and Linde AG exchanged their shares for shares in a new Linde plc, with no new cash investments. Therefore, investors and analysts were and are interested in monitoring the performance of the two companies, not only on a GAAP basis, but also on the same historical basis that the two companies operated in the past. For these reasons we are presenting supplemental non-GAAP information that excludes the impacts of merger purchase accounting. The Company believes that the merger purchase accounting adjustments reflected in its non-GAAP presentations do not represent “part, but not all, of an accounting concept”; specifically, the adjustments do not change the pattern of recognition of amounts recorded under GAAP. Rather, they are adjustments aimed at supplementing the Company's reported GAAP numbers by providing an additional, clearer comparison of underlying operating results of our business, and adjust for balances that were recorded in the Company's financial statements. Further we also believe the Linde AG purchase accounting adjustments should not be viewed as being based on individually tailored recognition and measurement methods as referenced in 100.04 of the Division’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures because since the merger date, we have excluded all purchase accounting impacts (expenses and income) relating to this merger transaction in a balanced manner and are not being selective. Such merger purchase accounting adjustments are separately identifiable in our accounting systems as they are also excluded for internal management reporting, segment, and incentive compensation purposes. Lastly, Linde plc presents non-GAAP measures in a transparent and consistent manner as a supplement to GAAP results, and we do not identify such adjustments as non-recurring, infrequent or unusual. Since January 1, 2019, the Company has cumulatively acquired approximately 85 companies for cash consideration of approximately $2 billion (the largest of which approximated $800 million during 2023), with an estimated $75 million (annualized) purchase accounting-related depreciation and amortization included in earnings for the year-ended December 31, 2024 (and not adjusted in our non-GAAP presentations). The Company’s first Form 10-K filing post the merger was filed for the year-ended December 31, 2018. During 2019, the SEC issued a comment letter to the Company, that included a comment that is similar to the comment issued on May 22, 2025. During 2019 information consistent with the above was provided to the SEC and an additional meeting was held between the SEC and the Company on July 15, 2019. Subsequent to that discussion, on July 16, 2019, the SEC issued its letter indicating completion of its review of our filing. In addition, as a result of that 2019 discussion, the above adjustment rationale and explanation was summarized and added to future non-GAAP reconciliations including as disclosed on page 37 of the 2024 Form 10-K: “The company believes that its non-GAAP measures excluding 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 purchase accounting than others, causing results that are not comparable at the reportable segment level, therefore, the impacts of purchasing 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 purchase accounting impacts, and; (iv) it is important to investors and analysts to understand the purchase accounting impacts to the financial statements.”

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 May 22, 2025

Matthew White
Chief Financial Officer
LINDE PLC
10 Riverview Drive
Danbury, Connecticut 06810

 Re: LINDE PLC
 Form 10-K for the Year Ended December 31, 2024
 File No. 001-38730
Dear Matthew White:

 We have reviewed your filing and have the following comment.

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Year Ended December 31, 2024
Non-GAAP Financial Measures, page 35

1. We note that your determination of multiple non-GAAP measures includes
an
 adjustment for purchase accounting impacts - Linde AG. For the portion
of this
 adjustment related to depreciation and amortization for the fair value
step-up of fixed
 assets and intangible assets, please help us understand how you
determined this
 adjustment is appropriate. Specifically, the adjustment results in these
non-GAAP
 measures only reflecting part, but not all, of an accounting concept.
Refer to Question
 100.04 of the Division s Compliance & Disclosure Interpretations on
Non-GAAP
 Financial Measures.

 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.
 May 22, 2025
Page 2

 Please contact Nudrat Salik at 202-551-3692 or Tracey Houser at
202-551-3736 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
</TEXT>
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United States securities and exchange commission logo
November 7, 2023
Matthew White
Chief Financial Officer
LINDE PLC
10 Riverview Drive
Danbury, Connecticut 06810
Re:LINDE PLC
Form 10-K for the Year Ended December 31, 2022
File No. 001-38730
Dear Matthew White:
            We have completed our review of your filings. 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.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
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Document

October 31, 2023

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, D.C. 20549

Attn:     Nudrat Salik

    Jeanne Baker

Re:     Linde plc

Form 10-K for the Year Ended December 31, 2022

File No. 001-38730

Dear Ms. Salik and Ms. Baker:

This letter is submitted on behalf of Linde plc (the “Group”, “Linde” or the “Company”), in response to the written comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) dated October 24, 2023, regarding the above referenced Annual Report on Form 10-K for the Year Ended December 31, 2022 (the “Report”).

In our response, we have noted your original comment to facilitate your review process. If you have any additional questions or require additional information, please contact me at (203) 837-2488, or Kelcey E. Hoyt, Chief Accounting Officer, at (203) 837-2118.

Yours sincerely,

/s/ Matthew J. White

Matthew J. White

Executive Vice President and

Chief Financial Officer

CC     Sanjiv Lamba, Chief Executive Officer

    Kelcey E. Hoyt, Chief Accounting Officer

1 Form 10-K for the Year Ended December 31, 2022

Critical Accounting Estimates, page 35

In light of the significant charges related to the deconsolidation of your Russian gas and engineering business entities as of June 30, 2022, please tell us what consideration was given to providing enhanced disclosures to identify the specific factors which led to your determination that you could no longer exercise control over these entities and to describe management’s assumptions and estimates underlying (i) the probability weighted discounted cash flow model used to fair value your Russian subsidiaries and (ii) impairments of assets which are maintained by international entities in support of the Russian business.

Response:

Linde plc respectfully provides the SEC the following background information regarding characteristics of Linde and its operations in Russia.

During the full year 2022, Linde generated sales of $33.4 billion, operating profit of $5.4 billion, operating cash flow of $8.9 billion and had assets of $79.7 billion as of December 31, 2022.  Globally, Linde serves customers in more than 80 countries.

Linde operates an industrial gas business in Russia (the “Russia Gases” business) that generated about $240 million of annual sales in 2021, or approximately 1% of consolidated Linde sales.  The Russia Gases business locally produces and distributes atmospheric gases (such as oxygen, nitrogen and argon) and process gases (such as hydrogen and carbon dioxide) through a network of approximately 20 plants and 280 trucks.  Total assets in Russia represented approximately 1% of consolidated Linde assets as of December 31, 2021.

    Separately, Linde’s Engineering segment designs and manufactures equipment specifically for end customers that are generally comprised of a single non-recurring performance obligation.  Engineering historically executed individual customer sale of plant projects in Russia before the sanctions directly impacted its ability to transfer certain technology to Russian customers.  These projects typically included the engineering design and procurement for various types of plants including olefin and natural gas plants.

    In response to the Russian invasion of Ukraine in 2022, multiple jurisdictions, including Europe and the U.S. have imposed several tranches of economic sanctions on Russia.  Linde continues to closely monitor the ongoing developments and works with various government officials to ensure compliance with all applicable restrictions.  Linde also has continued to follow its existing trade compliance program to ensure a foundational understanding of, and compliance with, all relevant sanctions.

During the second quarter of 2022, the Company performed an analysis of its ability to operate its Russian businesses considering the EU sanctions and reactive Russian Presidential decrees.  The Company concluded that it lost the ability to exercise control of its businesses in Russia and deconsolidated all Russian entities as of June 30, 2022.  The conclusion was based on an assessment  associated with the aggregation of the restrictions and limitations the EU sanctions and Russian Presidential decrees placed on the Company and the direct operational and financial impact we expected.  Some of the relevant implications included:

•The inability to transfer proprietary technology into Russia needed to maintain existing assets and to complete construction of assets that were in progress at the time;

•The inability to maintain network connection and access to the local Russian business that allowed for the Company to perform remote operation, monitoring and diagnostics on the plants located in Russia;

•The inability to appropriately manage customers and associated cash collections given the local government would require the Company to continue to provide supply to certain customers regardless of their ability to satisfy receivables;

•The inability to provide funding to its subsidiaries in Russia needed to maintain existing business and new business under contract; and

•The inability to access various currency exchange mechanisms or manage our capital structure at the level required by the scope and size of our operations.

Specific Disclosure Regarding Linde’s Deconsolidation

Our decision to deconsolidate was based on an analysis of the impact the sanctions had on our ability to exercise control over our Russian business.  When considering disclosure related to the decision to deconsolidate our Russian subsidiaries, it was our objective to convey the following (followed by reference to actual disclosure made in the Report):

•We performed an analysis of our ability to exercise control of our Russian subsidiaries and concluded that we cannot exercise control due to the sanctions issued by the E.U and United States.

2

Note 3. Russia-Ukraine Conflict and Other Charges (page 59)

In response to the Russian invasion of Ukraine, multiple jurisdictions, including Europe and the U.S., have imposed several tranches of economic sanctions on Russia. As a result, Linde reassessed its ability to control its Russian subsidiaries and determined that as of June 30, 2022 it can no longer exercise control over these entities. As such, Linde deconsolidated its Russian gas and engineering business entities as of June 30, 2022.

We also considered the materiality of the business in Russia relative to Linde plc.  The Russia Gases business represented approximately 1% of consolidated assets and sales as of and for the year-ended December 31, 2021. The relative insignificance of the business in Russia influenced the level of disclosure in Linde’s Report.

We did consider the charge taken to the income statement because of the conflict in Ukraine, however, it is noted that the conflict created a trigger for impairment of the associated assets in Russia that would have resulted in the impairment regardless of the deconsolidation conclusions.  Based on the considerations all being driven by various sanctions and the immateriality of the business, we believe the level of disclosure is appropriate for the reader to understand our conclusions.

Separately, we note that unrelated to our deconsolidation analysis, but relevant to the reader’s understanding of the lack of control of our Russian business, we have also disclosed that we are subject to an injunction preventing the sale of any shares of Linde’s Russian subsidiaries and joint ventures and disposal of any assets in those entities exceeding 5% of the relevant company’s overall asset value.

Note 17. Commitments and Contingencies (page 93)

On December 30, 2022, the Russian Arbitration Court of the St. Petersburg and Leningrad Region issued an injunction preventing (i) the sale of any shares in Linde’s subsidiaries and joint ventures in Russia, and (ii) the disposal of any of assets in those entities exceeding 5% of the relevant company’s overall asset value. The injunction is not expected to have any impact on the operations of Linde’s Russian businesses. The injunction was requested by RusChemAlliance (RCA) as a preliminary measure to secure payment of an eventual award under an arbitration proceeding RCA intends to file against Linde Engineering for alleged breach of contract under the agreement to build a gas processing plant in Ust Luga, Russia entered into between a consortium of Linde Engineering and Renaissance Heavy Industries LLC, and RCA on July 7, 2021. Performance of the agreement was lawfully suspended by Linde Engineering on May 27, 2022 in compliance with applicable sanctions and in accordance with a decision by the sanctions authority in Germany.

Specific Disclosure Regarding Linde’s Assumptions Used to Fair Value its Russian Subsidiaries and Impairments of Assets which are Maintained by International Entities in Support of the Russian Business

Our disclosure with respect to the impairment of assets of our Russian subsidiary is as follows:

3

Note 3. Russia-Ukraine Conflict and Other Charges (page 59)

2022 Charges Russia-Ukraine conflict and other charges were $1 billion ($896 million, after tax and noncontrolling interests) for the year ended December 31, 2022, largely attributable to the Russia-Ukraine conflict. In response to the Russian invasion of Ukraine, multiple jurisdictions, including Europe and the U.S., have imposed several tranches of economic sanctions on Russia. As a result, Linde reassessed its ability to control its Russian subsidiaries and determined that as of June 30, 2022 it can no longer exercise control over these entities. As such, Linde deconsolidated its Russian gas and engineering business entities as of June 30, 2022. The deconsolidation of the company’s Russian gas and engineering business entities resulted in a loss of $787 million ($730 million after tax) during the second quarter.

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

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

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

Other Russia related charges

Other charges related specifically to the Russia-Ukraine conflict were $103 million ($73 million after tax) for the year ended December 31, 2022, and are primarily comprised of impairments of assets which are maintained by international entities in support of the Russian business.

As disclosed above, there were multiple pieces to our Russian charges with only the impairment charge of $407 million (pretax) having subjective estimates.  Receivables of $380 million were fully written off as a result of the inability to pay currency out of Russia for the foreseeable future.  Similarly, the Company fully impaired assets held by international entities of $103 million in support of the Russian Business and there is no remaining exposure associated with those assets.

With respect to the impairment charge, the charge was prepared using a probability weighted cash flow analysis as the basis to fair value its Russian Gases business.  In designing our disclosure, we considered the following:

•We reviewed each of the scenarios within the probability analysis, noting that changing the weighting of each scenario did not have a material impact on the total write down of the associated assets.

•While assumptions are inherent in the calculation, when assuming variations in valuation assumptions within the analysis, it was noted that the change in the remaining asset value was considered to be immaterial.

•As disclosed in Note 17, after the impairment charge, the remaining asset position is immaterial.

Based on the above considerations, we did not believe enhanced disclosure of valuation assumptions would be meaningful to the reader to understand the charge recorded.  Remaining asset values are also immaterial for consideration by the reader.

Broad Disclosure Regarding Linde’s International Operation

We face inherent risks as a company that operates in over 80 countries and as such, we carefully considered disclosures made in Item 1A. (page 9) of the Report to ensure the totality of our disclosures conveyed the following:

•We operate in international geographies where we face the risk of political instability, possible nationalization and/or expropriation of assets, etc. that may adversely impact Linde’s result of operations.

•We may experience catastrophic events, such as acts of war, that could disrupt supply chains, adversely impact demand for our product or otherwise impede our ability to efficiently operate our business.

•We may become subject to laws or government regulations (for example, the implementation of sanctions or restrictions on access to currency exchange mechanisms) that may impact our ability to operate our business or increase the risk of non-compliance with such laws or government regulations both of which may adversely impact Linde’s result of operations.

We refer the Staff to the following disclosures in Item 1A., Risk Factors, from the Report, which was the basis of the Company’s conclusion that the above risks have been disclosed:

4

Linde’s international operations are subject to the risks of doing business abroad and international events and circumstances may adversely impact its business, financial condition or results of operations. (page 9)

Linde has substantial international operations which are subject to risks including devaluations in currency exchange rates, transportation delays and interruptions, political and economic instability and disruptions, restrictions on the transfer of funds, trade conflicts and the imposition of duties and tariffs, import and export controls, changes in governmental policies, labor unrest, possible nationalization and/or expropriation of assets, changes in U.S. and non-U.S. tax policies and compliance with governmental regulations.  These events could have an adverse effect on the international operations of Linde in the future by reducing demand for its products, decreasing the prices at which it can sell its products, reducing the revenue from international operations or otherwise having an adverse effect on its business.

Catastrophic events could disrupt the operations of Linde and/or its customers and suppliers and may have a significant adverse impact on the results of operations. (page 10)

The occurrence of catastrophic events or natural disasters such as extreme weather, including hurricanes and floods; health epidemics; pandemics, such as COVID-19; and acts of war or terrorism, could disrupt or delay Linde’s ability to produce and distribute its products to customers and could potentially expose Linde to third-party liability claims. In addition, such events could impact Linde’s customers and suppliers resulting in temporary or long-term outages and/or the limitation of supply of energy and other raw materials used in normal business operations. Linde evaluates the direct and indirect business risks, consults with vendors, insurance p

United States securities and exchange commission logo
October 24, 2023
Matthew White
Chief Financial Officer
LINDE PLC
10 Riverview Drive
Danbury, Connecticut 06810
Re:LINDE PLC
Form 10-K for the Year Ended December 31, 2022
File No. 001-38730
Dear Matthew White:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 31, 2022
Critical Accounting Estimates, page 35
1.In light of the significant charges related to the deconsolidation of your Russian gas and
engineering business entities as of June 30, 2022, please tell us what consideration was
given to providing enhanced disclosures to identify the specific factors which led to your
determination that you could no longer exercise control over these entities and to describe
management's assumptions and estimates underlying (i) the probability weighted
discounted cash flow model used to fair value your Russian subsidiaries and (ii)
impairments of assets which are maintained by international entities in support of the
Russian business.

            In closing, 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.

 FirstName LastNameMatthew White
 Comapany NameLINDE PLC
 October 24, 2023 Page 2
 FirstName LastName
Matthew White
LINDE PLC
October 24, 2023
Page 2
            Please contact Nudrat Salik at 202-551-3692 or Jeanne Baker at 202-551-3691 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

July 16, 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 completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

CORRESP
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June 17, 2019

Via EDGAR Submission

Division of Corporation Finance

Office of Manufacturing and Construction

United States Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

Attn: Jeanne Baker and Tracie Mariner

Re:     Linde plc

Form 10-K for Fiscal Year Ended December 31, 2018

Filed March 18, 2019

File No. 001-38730

This letter sets forth the response of Linde plc (the “Company” or “Linde”) to the comment letter, dated June 4, 2019, of the Staff of the Division of Corporation Finance (the “Staff”) relating to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 (the “2018 Form 10-K”) that was filed with the United States Securities and Exchange Commission (the “SEC”) on March 18, 2019.

In our responses, we have noted your original comments in italics to facilitate your review process. If you have any additional questions or require additional information, please contact me at (203) 837-2488, or Kelcey Hoyt at (203) 837-2118.

Sincerely,

/s/ Matthew J. White

Matthew J. White

Executive Vice President and

Chief Financial Officer

1

Form 10-K for Fiscal Year Ended December 31, 2018

Management's Discussion and Analysis

Consolidated Results and Other Information, page 25

1. Comment

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.

Response:

For the Company’s purposes, gross margin has historically been calculated (solely for purposes of supporting Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)) as the difference, without adjustment, between two captions reported in our consolidated statement of income in accordance with U.S. GAAP (Sales and Cost of sales, exclusive of depreciation and amortization). Accordingly, we do not believe we were reporting a non-GAAP measure based on individually tailored accounting principles as contemplated by Question 100.04 of the Non-GAAP C&DIs.

However, after considering the Staff’s comment and the guidance in SAB Topic 11.B, Depreciation And Depletion Excluded From Cost Of Sales, prospectively beginning with our Form 10-Q for the six-months ending June 30, 2019, we will remove all references to “Gross margin” and “Gross margin as a percent of sales” in all SEC filings.

Non-GAAP Financial Measures, page 55

2. Comment

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:

(a)  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.

(b)  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

(c)  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.

Response:

As disclosed in Notes 1 and 3 to the Company’s consolidated financial statements, on October 31, 2018 Praxair, Inc. and Linde AG consummated a non-cash, all-stock merger to form Linde plc.  In accordance with the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards codification (“ASC”) Topic 805, “Business Combinations”, Praxair, Inc. was determined to be the accounting acquirer and accounting predecessor to Linde plc. With a purchase price of $43.3 billion for 92% of Linde AG, the transaction was by far the largest in the

2

Company’s history in terms of size, scale and global breadth. In accordance with ASC 805, the application of acquisition accounting resulted in substantial fair value adjustments to the acquired assets and assumed liabilities of Linde plc, most notably in relation to inventory, fixed assets, intangible assets, debt and deferred income taxes.  See Note 3 to the Company’s consolidated financial statements for additional information.

(a)    As requested by the Staff, following are the major components of the non-GAAP purchase accounting adjustments by caption:

•

 Adjusted Operating Profit and Margin.  The $714 million purchase accounting adjustment includes (i) a $368 million increase in cost of sales related to the fair value step up of inventories acquired in the merger, and (ii) a $346 million increase in depreciation and amortization related to the fair value step up of fixed assets and intangible assets (primarily customer related) acquired in the merger.

•

 Adjusted Interest Expense - Net.  The $21 million purchase accounting adjustment relates to the fair value of debt acquired in the merger.

•

 Adjusted Income Taxes and Effective Tax Rate.  The $191 million purchase accounting adjustment to income taxes relates to the income tax impact (current and deferred) of the two 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 Before Income Taxes and Equity Investments.  The $693 million adjustment to “Adjusted Income Before Income Taxes” is the net of the two adjustments discussed above relating to cost of sales, and depreciation and amortization ($714 million less $21 million = $693 million).

•

 Adjusted Noncontrolling Interests from Continuing Operations. The $59 million purchase accounting adjustment represents the noncontrolling interests’ ownership portion of the adjustments described above determined on an entity by entity basis.

•

 Adjusted Income from Continuing Operations.  The $451 million purchase accounting adjustment is primarily the after-tax impact of the purchase accounting adjustments described above.

Following is a summary of these adjustments (millions of dollars):

Adjusted operating profit

 $

 714

Adjusted interest expense

 (21

 )

Adjusted income taxes

 (191

 )

Noncontrolling interests

 (59

 )

Other (primarily income from equity investments)

 8

 $

 451

•

 Adjusted Diluted Earnings per Share from Continuing Operations.  Adjusted Diluted Earnings per Share from Continuing Operations amounts are the result of dividing the non-GAAP adjustments included in the “Adjusted Income from Continuing Operations” reconciliation by the diluted shares outstanding from the consolidated statements of income in order to present a diluted EPS or an adjusted diluted EPS impact for each non-GAAP adjustment. We believe this level of detail is useful to investors.

(b)     The Company believes that its non-GAAP measures are useful to investors because they are the same performance measures used by management and, accordingly, provide investors with valuable insights into how we manage the business as well as how we incentivize, evaluate and compensate key employees.  Given the importance of the metric for internal purposes, including as our measure of segment profit in accordance with ASC 280, Segment Reporting, we believe that investors’ understanding of our performance is likewise enhanced by supplemental disclosure of this performance measure.

Management decided early on that it could not effectively manage the Company and communicate with investors and analysts using only GAAP results, primarily because: (i) the 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, the

3

results of certain geographies are more heavily impacted by purchase accounting than others, causing results that are not comparable (e.g., Linde plc’s Europe business is primarily comprised of legacy Linde AG operations which are recorded at fair value, while the Company’s Americas business is primarily comprised of Praxair’s operations which are recorded at historical cost, and Asia/Pacific operations are a combination of fair value and historical cost).  Therefore, the impacts of purchasing 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 purchase accounting impacts, and; (iv) investors and analysts want to understand the purchase accounting impacts.  Providing only GAAP results would distort the comparability of information internally and also externally when used by investors and analysts.  Our investors and analysts repeatedly communicated to us that supplemental results excluding the impacts of purchase accounting would be useful so they could appropriately evaluate the performance of the Company and compare results with other similar companies/competitors.  In fact, analysts’ published models and performance measures are consistent with the Company’s non-GAAP presentations.  Therefore, historical book values (i.e., with no purchase accounting step-up adjustments to fair value) are being used to manage the Company and are being provided on a supplemental non-GAAP basis to investors and analysts externally.  This approach is consistent with our investor expectations, with segment and internal reporting, and with compensation programs.

We have not made similar adjustments in the past for other historical acquisitions because they were cash acquisitions where management, investors and analysts were expecting the Company to earn a return on the cash investment that was made to acquire the business.  In this merger of equals business combination, the shareholders of both Praxair and Linde AG truly combined their equity interests by exchanging their shares for shares in a new Linde plc, with no new cash investments. Therefore, investors and analysts are interested in monitoring the performance of the two companies, not only on a GAAP basis, but also on the same historical basis that the two companies operated in the past.  For these reasons we are presenting supplemental non-GAAP information that excludes the impacts of purchase accounting.

The Company believes that the purchase accounting adjustments reflected in its non-GAAP presentations do not represent “individually tailored accounting principles”; specifically, the adjustments do not change the pattern of recognition of amounts recorded under GAAP.  Rather, they are adjustments aimed at supplementing the Company's reported GAAP numbers by providing an additional, clearer comparison of underlying operating results of our business, and adjusts for balances that were recorded in the Company's financial statements.  Further we also believe the purchase accounting adjustments should not be viewed as being based on individually tailored accounting principles because we are excluding all purchase accounting impacts (expenses and income) relating to this transaction in a balanced manner and are not being selective.  Such purchase accounting adjustments are separately identifiable in our accounting systems as they are also excluded for segment, management reporting and incentive compensation purposes.  Lastly, Linde plc presents non-GAAP measures in a transparent and consistent manner as a supplement to GAAP results and we do not identify such adjustments as non-recurring, infrequent or unusual.

(c)    For the reasons stated above, the Company believes that the additional expenses and income related to purchase accounting impacts reduces the comparability of information internally and externally and are not indicative of on-going business performance.  Although purchase accounting impacts will continue for some time into the future, they will also vary significantly (e.g., inventory step up is significant only in the first few quarters).  The supplemental non-GAAP measures provide investors and analysts with information that allows them to consider the purchase accounting impacts resulting from an all-stock business combination, and to better understand and evaluate trends and performance measures that are representative of the long-term business performance.

4

3. Comment

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.

Response:

We respectfully advise the Staff that we believe that our current disclosures comply with the requirements of Question 102.11 of the Non-GAAP C&DIs.  More specifically, we refer the Staff to the reconciliations included in the “NON-GAAP FINANCIAL MEASURES” section of the Company's MD&A (see pages 55-56 of the Annual Report on Form 10-K) where we separately show the gross pre-tax impacts (see reconciliations of “Adjusted operating profit,” “Adjusted net pension and OPEB cost (benefit), excluding service cost” and “Adjusted interest expense, net,” as applicable) as well as the gross income tax impacts (see reconciliation of Adjusted income taxes) of each significant adjustment reflected (on an after-tax basis) within the reconciliation of “Adjusted income from continuing operations.” For example, the reconciliation of “Adjusted income from continuing operations” reconciliation reflects a $2,923 million after-tax adjustment related to a net gain on sale of businesses, which is comprised of a gross pre-tax gain of $3,294 million (see reconciliation of “Adjusted operating profit” on p. 55) partially offset by the related gross tax expense (deferred and current) of $371 million (see reconciliation of “Adjusted income taxes” on p. 56).

4. Comment

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.

Response:

The Company will make conforming changes in all future filings, including its Forms 10-K, Forms 10-Q and Item 2.02 Forms 8-K.

5

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

Mail Stop 4631
August 8, 2017
Via E -Mail
Christopher Cossins
Director , Principal Executive Officer
Linde  plc
The Priestley Centre
10 Priestley Road
The Surrey Research Park
Guildford
Surrey GU2 7XY
United Kingdom

Re: Linde  plc
Amendment No. 3 to Registration Statement on Form S -4
Filed August 7 , 2017
  File No. 333 -218485

Dear Mr. Cossins :

We have reviewed your amended registration statement  and have the following comment .
Please respond to this letter by amending your registration statement and providing the requested
information .  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in yo ur response.

Index to Linde AG Group Financial Statements, page F.3 -1

[1] Basis of preparation and accounting policies, page F.3 -11

1. We note your response to comment 3 in our letter dated August 3, 2017.  Please help us
understand how you determined th at the fair value of the liability from share -based
payment transactions is €15 million as of June 30, 2017.  In this regard, we note that the
exercise price is €2.56 per award and that your trading price as of June 30, 2017 was
€165.80 per share.  Further , we note your disclosure on page 43 that the fair value of the
equity awards held by the Linde executive board and one employee covering 90,629
Linde shares in the aggregate have a fair value of €31.11 million as of August 3, 2017.
As part of your respon se, please tell us the amount of cash that is anticipated to be paid
out for these equity awards in accordance with the business combination.  Please expand
your disclosure for this modification to your equity awards to disclose that the liability
recogniz ed is the fair value along with how you estimated the fair value as of June 30,
2017 and the number of equity awards that management believes to be the best available
estimate of the number of equity instruments expected to vest.

Christopher Cossins
Linde  plc
August 8, 2017
Page 2

 You may contact  Tracey Ho user (Staff Accountant) at 202-551-3736  or Terence O’Brien
(Accounting Branch Chief ) at 202-551-3355  if you have questions regarding comments on the
financial statements and related matters.  Please contact  Frank Pigott  (Staff Attorney) at 202-
551-3570  or me at 202-551-3754  with any other questions.

Sincerely,

 /s/ Asia Timmons -Pierce, for

 Pamela Long
Assistant Director
Office of Manufacturing and
Construction

cc: Keith A. Pagnani, Esq.
 Sullivan & Cromwell LLP

CORRESP
1
filename1.htm

CORRESP

 125 Broad Street

New York, NY 10004-2498

 TELEPHONE: 1-212-558-4000

FACSIMILE: 1-212-558-3588

LOS ANGELES • PALO ALTO • WASHINGTON, D.C.

 WWW.SULLCROM.COM

FRANKFURT • LONDON • PARIS

BEIJING • HONG KONG • TOKYO

MELBOURNE • SYDNEY

 August 10, 2017

VIA EDGAR AND HAND DELIVERY

 United States Securities
and Exchange Commission,

 Division of Corporation Finance,

100 F. Street, N.E.,

Washington, D.C. 20549.

Attention: Ms. Pamela Long, Assistant Director

Re:
Linde plc; Praxair, Inc.; Linde AG;

 Registration Statement on Form S-4 filed
on June 5, 2017

 (File No 333-218485)

Dear Ms. Long:

 On behalf of Linde plc
(formerly known as Zamalight plc) (the “Company”), enclosed please find a copy of Amendment No. 4 (“Amendment No. 4”) to the Registration Statement on Form S-4 (the “Registration
Statement”), as filed with the Securities and Exchange Commission (the “Commission”) on EDGAR on the date hereof, marked to show changes from Amendment No. 3 to the Registration Statement filed with the Commission on
August 7, 2017.

 The changes reflected in Amendment No. 4 include those made in response to the comments of the staff of the
Commission (the “Staff”) set forth in the Staff’s letter of August 8, 2017 (the “Comment Letter”). Amendment No. 4 also includes other changes that are intended to update, clarify and render more
complete the information contained therein.

 The numbered responses that follow relate to the questions set forth in the Comment Letter,
which are reproduced below in bold print. The responses follow each reproduced comment. All references to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in Amendment No. 4.

 * * * *

Ms. Long

-2-

 Index to Linde AG Group Financial Statements, page F.3-1

[1] Basis of preparation and accounting policies, page F.3-11

1.
We note your response to comment 3 in our letter dated August 3, 2017. Please help us understand how you determined that the fair value of the liability from share-based payment transactions is
€15 million as of June 30, 2017. In this regard, we note that the exercise price is €2.56 per award and that your trading price as of June 30, 2017 was €165.80 per share. Further, we note your disclosure on
page 43 that the fair value of the equity awards held by the Linde executive board and one employee covering 90,629 Linde shares in the aggregate have a fair value of €31.11 million as of August 3, 2017. As part of your response,
please tell us the amount of cash that is anticipated to be paid out for these equity awards in accordance with the business combination. Please expand your disclosure for this modification to your equity awards to disclose that the liability
recognized is the fair value along with how you estimated the fair value as of June 30, 2017 and the number of equity awards that management believes to be the best available estimate of the number of equity instruments expected to vest.

 In response to the Staff’s comment, the Company has revised the disclosure on pages 24, 43, 183, ALT-159 and F.3-11
of Amendment No. 4. Additionally, the Company is providing the following additional explanations requested by the Staff.

Determination of the €15 million fair value liability and estimated cash payment

The Company respectfully advises the Staff that the LTIP awards require a service period of four years. The awards comprise matching share
awards and share option awards. Half of the share option awards is subject to a performance condition based on the achievement of an earnings per share target (“EPS”) while the other half of the share option awards is subject to a
market condition based on total shareholder return (“TSR”) compared to the corresponding return of entities comprising the German DAX30 stock market index. In determining the fair value of the LTIP liability, we considered the
excess of the per share price of €163.24 over the per share exercise price of €2.56 and, for each tranche of share option awards issued in each of the respective years, the probability of achieving the EPS and TSR targets. In estimating
the probability of achieving the targets, we considered Linde’s (i) actual achievement through the measurement date and (ii) expected achievement for the period after the measurement date and through the vesting date. The level of
expected achievement was determined in light of Linde’s historical performance achievement against the EPS and TSR targets.

Ms. Long

-3-

 Based on the plan conditions, at June 30, 2017 around 259 thousand of the total number
of options granted (around 1,036 thousand options) were expected to become vested—assuming an overall target achievement of around 25%. The percentage of service period elapsed compared to the total service period averaged 22%, so that in total
around 57 thousand shares were recognized for fair valuation (259 thousand x 22%). These 57 thousand shares lead to a total fair value of liability of around €9.3 million (€165.8 -€2.56 x 57 thousand). Furthermore the
obligation out of the matching share program amounted to around €5.9 million. This was calculated based on the percentage of service period elapsed compared to the total service period (an average of 35%) multiplied by the share price as at
June 30, 2017 (€165.8) multiplied by the number of matching shares granted (around 101 thousand). In total the liability to be recognized was around €15.2 million.

The Company does not believe the cash payments related to the LTIP liability that will be required at the consummation of the business
combination will be material. Any changes, which are not expected to be material, will relate primarily to stock price changes and service performed.

Page 43 Information

 In
response to the Staff’s comment, the Company respectfully advises the Staff that the information on page 43 of Amendment No. 4 discloses the quantification of a risk factor arising from the interests of members of Linde’s executive board
and supervisory board in the proposed transaction, which was not calculated as a compensation expense in accordance with the principles of IFRS. Rather, as indicated in the disclosure, the quantification of the risk factor takes into account all
Linde shares and LTIP awards held by the members of Linde’s executive board and supervisory board, calculated based on the potential value of the LTIP awards assuming completion of all applicable service periods and maximum achievement of all
EPS and TSR targets. The quantification of the risk factor was also determined as of August 3, 2017 in Amendment No. 3 and has been determined as of August 8, 2017 in Amendment No. 4, each a date subsequent to the most recent
financial statements. Whereas the fair value liability of €15 million recorded on the balance sheet at June 30, 2017 relates to LTIP awards (of all LTIP participants, including board members) only, the €31 million amount (now
€31.10 million instead of €31.11 million due to a sale of 17 shares resulting in a rounding change) disclosed on page 43 of Amendment No. 4 reflects the value of shareholdings in addition to equity awards by members of the executive board
and supervisory board on the assumption of full vesting of all equity awards held by those members. Therefore, these amounts are not comparable and are presented for different purposes. However, the Company respectfully advises the Staff that it has
revised the disclosure on page 183 of Amendment No. 4 to further clarify this distinction.

Ms. Long

-4-

 Any questions or comments with respect to the Registration Statement may be communicated to
the undersigned at (212) 558-4175 or by email (clarkinc@sullcrom.com), Keith A. Pagnani at (212) 558-4397 or by email (pagnanik@sullcrom.com), Krishna Veeraraghavan at (212) 558-7931 or by email (veeraraghavank@sullcrom.com), David
Mercado at +44 20 7453 1060 or by email (dmercado@cravath.com), Richard Hall at (212) 474-1293 or by email (rhall@cravath.com), or Aaron M. Gruber at (212) 474-1456 or by email (agruber@cravath.com). Please send copies of any
correspondence relating to this filing to Catherine M. Clarkin by email and facsimile, at (212) 291-9025, with the original by mail to Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004.

Yours truly,

/s/ Catherine M. Clarkin

 Catherine M. Clarkin

 (Enclosure)

cc:
Christina E. Chalk

 Frank J. Pigott

Tracey Houser

 Terence
O’Brien

 (Securities and Exchange Commission)

Christopher Cossins

 Andrew
Brackfield

 (Linde plc)

Guillermo Bichara

 (Praxair,
Incorporated)

 Dr. Christoph Hammerl

(Linde Aktiengesellschaft)

Keith A. Pagnani

 Krishna
Veeraraghavan

 (Sullivan & Cromwell LLP)

Ms. Long

 -
 5
-

 David Mercado

Richard Hall

 Aaron M. Gruber

 (Cravath, Swaine & Moore LLP)

CORRESP
1
filename1.htm

CORRESP

 LINDE PLC

The Priestley Centre

 10 Priestley
Road

 Surrey Research Park

Guildford GU2 7XY

 United Kingdom

 August 10, 2017

 Via EDGAR and Email

 United States Securities and Exchange Commission,

    Division of Corporation Finance,

        100 F. Street, N.E.,

            Washington, D.C. 20549.

Attention: Ms. Pamela Long, Assistant Director

Re:
Linde plc; Praxair, Inc.; Linde AG;

Registration Statement on Form S-4 filed on June 5, 2017

(File No
333-218485)

Dear Ms. Pamela Long:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Securities Act”), Linde plc (the “Company”) hereby requests that the effectiveness of the Company’s Registration Statement on Form S-4, File No. 333-218485 (the “Registration Statement”) be accelerated so that it will be declared effective at 4:00 P.M. Eastern Time on August 14,
2017, or as soon thereafter as is practicable.

 It would be appreciated if, as soon as the Registration Statement is declared effective,
you would so inform Catherine M. Clarkin at Sullivan & Cromwell LLP by telephone at (212) 558-4175 or by email (clarkinc@sullcrom.com).

 U.S. Securities and Exchange Commission

 -
 2
-

 Sincerely,

 LINDE PLC

By:

/s/ Andrew Brackfield

 Name:

Andrew Brackfield

 Title:

Director

cc:
Christina E. Chalk

Frank J. Pigott

Tracey Houser

Terence O’Brien

(Securities and Exchange Commission)

Christopher Cossins

(Linde plc)

Guillermo Bichara

(Praxair, Incorporated)

Dr. Christoph Hammerl

(Linde Aktiengesellschaft)

Keith A. Pagnani

Catherine M. Clarkin

Krishna Veeraraghavan

(Sullivan & Cromwell LLP)

David Mercado

Richard Hall

Aaron M. Gruber

(Cravath, Swaine & Moore LLP)

CORRESP
1
filename1.htm

CORRESP

 125 Broad Street

New York, NY 10004-2498

 TELEPHONE: 1-212-558-4000

FACSIMILE: 1-212-558-3588

LOS ANGELES • PALO ALTO • WASHINGTON, D.C.

 WWW.SULLCROM.COM

FRANKFURT • LONDON • PARIS

BEIJING • HONG KONG • TOKYO

MELBOURNE • SYDNEY

 August 7, 2017

VIA EDGAR AND HAND DELIVERY

 United States Securities
and Exchange Commission,

 Division of Corporation Finance,

100 F. Street, N.E.,

Washington, D.C. 20549.

 Attention:
Ms. Pamela Long, Assistant Director

 Re:

 Linde plc; Praxair, Inc.; Linde AG;

 Registration Statement on Form S-4 filed on June 5, 2017

(File No 333-218485)

 Dear Ms. Long:

On behalf of Linde plc (formerly known as Zamalight plc) (the “Company”), enclosed please find a copy of Amendment No. 3
(“Amendment No. 3”) to the Registration Statement on Form S-4 (the “Registration Statement”), as filed with the Securities and Exchange Commission (the
“Commission”) on EDGAR on the date hereof, marked to show changes from Amendment No. 2 to the Registration Statement filed with the Commission on July 28, 2017.

The changes reflected in Amendment No. 3 include those made in response to the comments of the staff of the Commission (the
“Staff”) set forth in the Staff’s letter of August 3, 2017 (the “Comment Letter”). Amendment No. 3 also includes other changes that are intended to update, clarify and render more complete the
information contained therein.

 The numbered responses that follow relate to the questions set forth in the Comment Letter, which are
reproduced below in bold print. The responses follow each reproduced comment. All references to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in Amendment No. 3.

* * * *

Ms. Long

-2-

 Management’s Discussion and Analysis of Financial Condition and Results . . ., page 327

Non-GAAP Financial Measures, page 373

1.
As previously requested in comment 18 in our letter dated July 20, 2017, and comment 53 in our letter dated June 29, 2017, please present an after tax return on capital percentage that is calculated using
US GAAP amounts from the face of your consolidated financial statements. Specifically, the calculation of after tax return on capital percentage using US GAAP amounts would use net income as the numerator rather than an adjusted net income
amount for the numerator.

 In response to the Staff’s comment, the Company has revised the disclosures on pages 32,
293, 328, 330, 334, 345, 350 and 376 to eliminate the presentation of After-tax Return on Capital throughout Amendment No. 3.

The Company respectfully submits that it believes that the GAAP presentation of After-tax Return on
Capital (“ROC”) using Net Operating Profit After Tax (“NOPAT”) as the numerator calculated using only GAAP numbers from the financial statements was appropriate and consistent with corporate financial theory and
industry practice. The Company believes that the calculation of ROC with NOPAT as the numerator measures the after-tax operating profit that an entity is able to generate with the capital employed in the
business without regard to the capital structure of an entity. If Net income was used instead of NOPAT as the numerator for the calculation of the most comparable GAAP measure of ROC, this measure would be impacted by the entity’s capital
structure (in the form of interest costs). The Company previously included a reconciliation of Net income to both NOPAT and Adjusted NOPAT in accordance with Question 103.02 of the updated Non-GAAP Compliance
and Disclosure Interpretations issued on May 17, 2016, as directed by the Staff. The Company respectfully submits that it does not believe that an entity’s capital structure should influence the calculation of the ROC performance measure,
either on a GAAP or Non-GAAP basis. For these reasons, the Company revised the disclosures in Amendment No. 3 to remove ROC rather than using Net income as the numerator for the calculation of ROC.

Management’s Discussion and Analysis of Financial Condition and Results . . ., page 405

Consolidated Results of Operations, page 413

Ms. Long

-3-

2.
Please expand your analysis of total comprehensive income / (loss) for all periods presented to explain why you recognized gains from your net investment hedges in the United Kingdom and/or the United States.

 The Company respectfully advises the Staff that, with respect to net investment hedges, IAS 39.102 requires the recognition
of gains or losses on the effective portion of the hedging instruments in other comprehensive income. Linde’s discussion of its consolidated results of operations states that it recognized gains on its net investment hedges in certain periods
while it recognized losses in other periods. In response to the Staff’s comment, the Company has revised the disclosures on pages 415 and 417 of Amendment No. 3.

Index to Linde AG Group Financial Statements, page F.3-1

[1] Basis of preparation and accounting policies, page F.3-11

3.
We note that you have changed your conclusion regarding the settlement of the LTIP from equity to cash settle with a €15 million reclassification from capital reserve to liabilities. Please provide us with
a comprehensive analysis of the impact of this change in settlement on your accounting for the LTIP with specific references to the guidance in IFRS 2 that supports your accounting.

In response to the Staff’s comment, the Company respectfully provides the Staff with the following analysis of the application of IFRS 2
to Linde’s accounting for LTIP awards.

 Under the terms of the LTIP, Linde granted options to purchase Linde shares subject to the
satisfaction of vesting conditions. Upon exercise of options, Linde may decide, at its discretion, to settle awards by providing Linde shares or making a cash payment; Linde thus has a choice of settlement.

IFRS 2.41 provides guidance on share-based payment transactions in which the terms provide the entity with a choice of settlement:

“For a share-based payment transaction in which the terms of the arrangement provide an entity with the choice of whether to settle in
cash or by issuing equity instruments, the entity shall determine whether it has a present obligation to settle in cash and account for the share-based payment transaction accordingly. The entity has a present obligation to settle in cash if the
choice of settlement in equity instruments has no commercial substance (e.g., because the entity is legally prohibited from issuing shares), or the entity has a past practice or a stated policy of settling in cash, or generally settles in cash
whenever the counterparty asks for cash settlement.”

Ms. Long

-4-

 According to this guidance, Linde determined at the grant date and at the end of each reporting
period whether it had a present obligation to settle in cash and concluded that it had no such obligation to settle in cash due to (i) management’s intent to issue Linde shares upon settlement of option exercises and (ii) the ability
to obtain Linde shares which is evidenced by the existence of conditional capital, which was resolved at the shareholder meeting on May 4, 2012, and allowing issuance of up to 4 million new shares which matches the maximum number of
options that could be granted under the LTIP. Linde’s executive board also obtained approval by shareholder meeting to purchase Linde treasury shares which could be reissued upon exercises of LTIP options.

Based upon that determination, Linde followed the guidance in IFRS 2.43 and accounted for the LTIP awards by applying the guidance for
equity-settled share-based payment transactions in IFRS 2.10 et seq. for all periods between the initial date of grant in 2012 and through the end of the first quarter of 2017.

In the second quarter of 2017, Linde and Praxair entered into the business combination agreement.

In accordance with the terms of the business combination agreement, Linde has committed, by way of a
non-tender agreement (Qualifizierte Nichtannahmeerklärung), not to dispose of any of its treasury shares (either by tendering into the offer or otherwise) until the expiration of the acceptance
period or, if applicable, additional acceptance period of the offer, and to deposit its treasury shares into a blocked account (Sperrkonto). Therefore, Linde has entered into a blocked account agreement (as described in Amendment No. 3)
whereby the custodian bank that holds custody of the Linde treasury shares has undertaken that it (i) will not transfer any Linde treasury shares from the blocked account to another account of Linde, or any third parties and (ii) will not
execute any order by Linde to sell or transfer the Linde treasury shares (including, for the avoidance of doubt, through an acceptance of the exchange offer). The blocked account agreement prohibits the transfer of Linde treasury shares for
reissuance in connection with the exercise of the LTIP awards.

 In connection with the contemplated business combination, management stated
its intent to terminate the LTIP subsequent to the closing of the business combination and concluded that for the time that the LTIP remains in place, it no longer intended to issue Linde shares upon exercise of LTIP awards.

Ms. Long

-5-

 Considering the impact of the business combination agreement, Linde management determined that
the LTIP awards involve a present obligation to settle in cash at June 30, 2017 and will prospectively be accounted for as cash-settled share-based payment transactions as required by IFRS 2.42.

Linde reclassified its unexercised LTIP awards from equity-settled to cash-settled. Such change in classification should be accounted for in
accordance with the rules for plan modifications. A modification-based change in classification from an equity-settled plan to a cash-settled plan leads to a reclassification, at the date of modification, of an amount equal to the fair value of the
liability from equity to liabilities.

 For Linde, the date of modification was June 1, 2017, when Linde changed its intention and was
restricted in its ability to settle LTIP awards in equity upon entering into the business combination agreement. As of this date, the fair value of the liability from share-based payment transactions amounted to €15 million. The amount
previously recognized for LTIP awards in equity exceeded the amount of the liability and no gain was recognized in income.

 Linde disclosed
the change in accordance with IAS 34.16A(a) in its interim financial statements for the periods ended June 30, 2017.

 Exhibit 8.01

4.
We note that you have provided a form of the tax opinion for our review in response to comment 27. Please file an executed opinion before you request acceleration of the effectiveness of your registration statement.
See Section III.D.2 of Staff Legal Bulletin No. 19 (October 14, 2011).

 In response to the Staff’s comment,
Cravath, Swaine & Moore LLP has provided an executed opinion as Exhibit 8.01 of Amendment No. 3.

Ms. Long

-6-

 Any questions or comments with respect to the Registration Statement may be communicated to the
undersigned at (212) 558-4175 or by email (clarkinc@sullcrom.com), Keith A. Pagnani at (212) 558-4397 or by email (pagnanik@sullcrom.com), Krishna Veeraraghavan at (212)
558-7931 or by email (veeraraghavank@sullcrom.com), David Mercado at +44 20 7453 1060 or by email (dmercado@cravath.com), Richard Hall at (212) 474-1293 or by email
(rhall@cravath.com), or Aaron M. Gruber at (212) 474-1456 or by email (agruber@cravath.com). Please send copies of any correspondence relating to this filing to Catherine M. Clarkin by email and facsimile, at
(212) 291-9025, with the original by mail to Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004.

Yours truly,

 /s/ Catherine M. Clarkin

Catherine M. Clarkin

 (Enclosure)

cc:
Christina E. Chalk

 Frank J. Pigott

Tracey Houser

 Terence
O’Brien

 (Securities and Exchange Commission)

Christopher Cossins

 Andrew
Brackfield

 (Linde plc)

Guillermo Bichara

 (Praxair,
Incorporated)

 Dr. Christoph Hammerl

(Linde Aktiengesellschaft)

Keith A. Pagnani

Ms. Long

-7-

 Krishna Veeraraghavan

(Sullivan & Cromwell LLP)

David Mercado

 Richard Hall

Aaron M. Gruber

 (Cravath,
Swaine & Moore LLP)

Mail Stop 4631
August 3 , 2017
Via E -Mail
Christopher Cossins
Director , Principal Executive Officer
Linde  plc
The Priestley Centre
10 Priestley Road
The Surrey Research Park
Guildford
Surrey GU2 7XY
United Kingdom

Re: Linde  plc
Amendment No. 2 to Registration Statement on Form S -4
Filed July 28, 2017
  File No. 333 -218485

Dear Mr. Cossins :

We have reviewed your amended registration statement  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 this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.   Unless we note
otherwise, our references to prior comments are to comments in our July 20 , 2017 letter .

Management’s Discussion and Analysis of Financial Condition and Results . . . , page 327

Non-GAAP Financial Measures, page 3 73

1. As previously requested in comment 18 in our letter dated July 20, 2017, and comment
53 in our letter dated June 29, 2017, please present an after tax return on capital
percentage that is calculated using US GAAP amounts from the face of your consolida ted
financial statements.  Specifically, the calculation of after tax return on capital percentage
using US GAAP amounts would use net income as the numerator rather than an adjusted
net income amount for the numerator.

Christopher Cossins
Linde  plc
August 3 , 2017
Page 2

Management’s Discussion and Analysi s of Financial Condition and Results . . ., page 405

Consolidated Results of Operations, page 413

2. Please expand your analysis of total comprehensive income / (loss) for all periods
presented to explain why you recognized gains from your net investment he dges in the
United Kingdom and/or the United States.

Index to Linde AG Group Financial Statements, page F.3 -1

[1] Basis of preparation and accounting policies, page F.3 -11

3. We note that you have changed your conclusion regarding the settlement of the LTIP
from equity to cash settle with a €15 million reclassification from capital reserve to
liabilities.  Please provide us with a comprehensive analysis of the impact of this change
in settlement on your accounting for the LTIP with specific references to  the guidance in
IFRS 2 that supports your accounting.

Exhibit 8. 01

4. We note that you have provided a form  of the tax opinion  for our review in response to
comment 2 7.  Please file  an executed  opinion  before you request acceleration of the
effectiveness of your registration statement.  See Section III.D. 2 of Staff Legal Bulletin
No. 19 (October 14, 2011).

You may contact  Tracey Houser  (Staff Accountant) at 202-551-3736  or Terence O’Brien
(Accounting B ranch Chief ) at 202-551-3355  if you have questions regarding comments on the
financial statements and related matters.  Please contact  Frank Pigott  (Staff Attorney) at 202-
551-3570  or me at 202-551-3754  with any other questions.

Sincerely,

 /s/ Asia Timmons -Pierce, for

 Pamela Lon g
Assistant Director
Office of Manufacturing and
Construction

cc: Keith A. Pagnani, Esq.
 Sullivan & Cromwell LLP

CORRESP
1
filename1.htm

CORRESP

 125 Broad Street

New York, NY 10004-2498

 TELEPHONE: 1-212-558-4000

FACSIMILE: 1-212-558-3588

LOS ANGELES • PALO ALTO • WASHINGTON, D.C.

 WWW.SULLCROM.COM

FRANKFURT • LONDON • PARIS

BEIJING • HONG KONG • TOKYO

MELBOURNE • SYDNEY

 July 28, 2017

VIA EDGAR AND HAND DELIVERY

 United States Securities
and Exchange Commission,

 Division of Corporation Finance,

100 F. Street, N.E.,

Washington, D.C. 20549.

Attention: Ms. Pamela Long, Assistant Director

Re:
Linde plc; Praxair, Inc.; Linde AG;

 Registration Statement on Form S-4 filed on June 5, 2017

 (File No
333-218485)

 Dear Ms. Long:

On behalf of Linde plc (formerly known as Zamalight plc) (the “Company”), enclosed please find a copy of Amendment No. 2
(“Amendment No. 2”) to the Registration Statement on Form S-4 (the “Registration Statement”), as filed with the Securities and Exchange Commission (the
“Commission”) on EDGAR on the date hereof, marked to show changes from Amendment No. 1 to the Registration Statement filed with the Commission on July 12, 2017.

The changes reflected in Amendment No. 2 include those made in response to the comments of the staff of the Commission (the
“Staff”) set forth in the Staff’s letter of July 20, 2017 (the “Comment Letter”). Amendment No. 2 also includes other changes that are intended to update, clarify and render more complete the
information contained therein.

 The numbered responses that follow relate to the questions set forth in the Comment Letter, which are
reproduced below in bold print. The responses follow each reproduced comment. All references to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in Amendment No. 2.

* * * *

Ms. Long

 Summary, page 10

The Exchange Offer, page 13

 Treatment of
Linde Equity Awards, page 14

1.
We note the expanded disclosure you provided in response to comment 3. Please further expand this disclosure to explain how it will be determined whether the Linde equity award is paid out in cash versus replaced
with Linde plc equity awards.

 In response to the Staff’s comment, the Company respectfully submits that the
criteria used to determine the portion of Linde equity awards paid out in cash versus replaced with Linde plc equity awards is described in the disclosures set forth on pages 14, 15, 180, 181, 186, ALT-175 and
ALT-176 of Amendment No. 2. As indicated in the disclosures, the extent to which each Linde equity award will be paid out in cash versus replaced with Linde plc equity awards will be based on the extent
to which the respective award’s four-year waiting period has elapsed as of consummation of the exchange offer.

 Interests of Directors, Board
Members, and Executive Officers . . . (see page [—]), page 23

2.
We note your response to comment 8 and we re-issue our comment. Please quantify the pecuniary interests of the directors and officers. Please also quantify these amounts in
your related risk factor on page 40.

 In response to the Staff’s comment, the Company has revised the disclosures on
pages 23, 24, 42, 43, 175, 176, 177, 180, ALT-174 and ALT-175 of Amendment No. 2.

Summary Selected Historical Consolidated Financial Information of Linde, page 32

3.
We note your response to comment 58. As previously requested, please revise the title of the non-IFRS measure, group operating profit from continuing operations, so that it is
obvious to investors that the measure is that of a non-IFRS measure. An example would be to rename the non-IFRS measure to segment group operating profit from continuing
operations. Please refer to Item 10(e)(1)(ii)(e) of Regulation S-K for guidance.

 -2-

Ms. Long

 In response to the Staff’s comment, the Company has revised the disclosures on pages 34,
404, 408, 409, 412, 420, 436, 437, F.3-83 and ALT-20 of Amendment No. 2.

Risk Factors, page 36

 Praxair and Linde are
subject to anti-corruption laws in the jurisdictions …, page 59

4.
In your response to comment 10 you discuss Linde’s sales to Syria and Sudan. As we requested in comment 10, please tell us the nature of Linde’s contacts with Syria and Sudan, including the services or
products provided. As we requested in comment 11, please tell us the approximate dollar amount of Linde’s revenues from Syria and Sudan for the past three fiscal years and subsequent interim period.

(a)
Linde

 Syria

In response to the Staff’s comment, Linde respectfully submits that, in the period comprising the last three fiscal years and subsequent
interim period, Linde has sold cylinders and a test gas mixture to one customer located in Syria, a supplier of surgical consumables to physicians and therapeutic and diagnostic equipment for clinics, refractive centers and operating rooms, which
sales represent a de minimis portion of Linde’s aggregate sales.

 Linde respectfully submits to the Staff that Linde’s
revenues from Syria were approximately €60,000 in each of the three prior fiscal years and the first half of 2017.

 Sudan

In response to the Staff’s comment, Linde respectfully submits that, in the period comprising the last three fiscal years and the
subsequent interim period, Linde has made sales to Sudan through a French subsidiary that specializes in the supply of equipment for industrial gases, clean power generation and liquid natural gas and hydrocarbon applications. In fiscal year 2014,
Linde delivered an ECO 90 turbine for industrial gas application to Sudan at the direction of a Chinese customer (the ECO 90 turbine was sold in fiscal year 2013). In fiscal year 2016, Linde sold and delivered spare parts of an ECO 90 turbine for
industrial gas application to Sudan at the direction of an Italian customer. In Q2 2017, Linde performed remedial

 -3-

Ms. Long

works, repairs and spare part installations for a turbo-compressor installed in Sudan for a Sudanese customer that manufactures and supplies industrial and healthcare gases in Sudan. The revenues
from the sales of these goods and services represent a de minimis portion of Linde’s aggregate revenues.

 Linde respectfully
submits to the Staff that Linde’s revenues from Sudan were approximately €150,000 in each of the three prior fiscal years and the first half of 2017.

(b)
Praxair

 Further to Praxair’s responses on July 12, 2017 to the Staff’s
comments 10, 11 and 12 in its letter dated June 29, 2017, Praxair respectfully submits the following supplementary information. One of Praxair’s joint ventures (the “Joint Venture”), in which Praxair holds a minority 34%
interest, has had limited exports to Sudan and Syria over the period covered by the Staff’s questions. While Praxair has minority representation on the Board of Directors of the Joint Venture, Praxair personnel are not represented in the
management of the Joint Venture and Praxair does not otherwise control the Joint Venture. The Joint Venture, which is majority-owned by a third party non-U.S. shareholder, is incorporated in Italy and
primarily operates in Europe but also exports certain products internationally. In connection with this export business, the Joint Venture has generated limited revenues from end customers in Sudan and Syria in the three prior fiscal years, as
described below. To the best of Praxair’s knowledge, after inquiry of the management of the Joint Venture, the Joint Venture has not generated revenues from Sudan or Syria during the interim period in 2017. Revenue figures below are the total
sales of the Joint Venture with counterparties in Sudan and Syria.

 Sudan

2016

2015

2014

 Total sales of Joint Venture (€)

537,304

46,988

3,411,150

 The Sudan revenues derived from the 2014 sale of an air separation plant used in the steelmaking industry
(which accounts for substantially all of the 2014 sales) and the sale of spare parts for such plant, as well as from the sale of PET compressors, which are used in bottling plants for soft drinks, and the sale of spare parts for PET compressors.

 Syria

2016

2015

2014

 Total sales of Joint Venture (€)

18,801

—

49,291

 -4-

Ms. Long

 The Syria revenues derived from the sale of spare parts for PET compressors to one
counterparty.

 To the best of Praxair’s knowledge, the Joint Venture does not have any agreements, commercial arrangements or other
contracts with the governments of Sudan or Syria, nor does it have any contacts with the governments of Sudan or Syria. To the best of Praxair’s knowledge, the Joint Venture does not have any agreements, commercial arrangements or other
contracts with entities controlled by the governments of Sudan or Syria, nor does it have any contacts with entities controlled by the governments of Sudan or Syria. The Joint Venture does not currently maintain, nor has it in the past maintained,
any physical presence in Sudan or Syria. The Joint Venture does not have any assets or liabilities in Sudan or Syria.

 In addition, to the
best of Praxair’s knowledge, the products that the Joint Venture exported to Sudan and Syria are not considered “dual-use” products under applicable law. To the best of Praxair’s knowledge,
the products exported to customers in Sudan and Syria were not put to military uses.

 Materiality

Praxair does not believe that its interest in the Joint Venture’s de minimis revenues and the Joint Venture’s sales of
products to end-users in Syria and Sudan constitute a material investment risk for Praxair’s security holders (or for the future security holders of the Company), taking into account both quantitative and
qualitative factors that a reasonable investor would consider important in making an investment decision.

 Praxair’s interest in the
Joint Venture’s sales into Syria and Sudan are quantitatively immaterial considering Praxair’s total revenues, representing less than 0.01% of Praxair’s total revenues in the relevant periods.

Praxair also believes that the Joint Venture’s exports to Syria and Sudan are immaterial from a qualitative perspective. Praxair
respectfully submits that its compliance programs are designed and implemented to comply with applicable laws of all relevant jurisdictions, in particular applicable sanctions laws and regulations implemented by the United States and applicable non-U.S. jurisdictions (collectively, “Sanctions Laws”). The Joint Venture also has compliance programs that are designed and implemented to comply with applicable Sanctions Laws. No U.S. persons
and no Praxair employees were

 -5-

Ms. Long

involved in such transactions. Praxair believes that reasonable investors would expect that non-U.S. companies such as the Joint Venture will engage in
business with customers in Sudan and Syria that is in compliance with applicable law and involving products that do not have military uses.

Praxair is subject to numerous laws and regulations, including Sanctions Laws. The failure to comply with such laws and regulations, including
if such failure to comply occurred at an affiliate of Praxair, may harm Praxair’s reputation and adversely impact its business or results of operations. For a more fulsome discussion of this risk, Praxair respectfully refers the Staff to the
risk factor contained on pages 60 and 61 of Amendment No. 2. Praxair does not believe that the Joint Venture’s sales to Syria and Sudan in the applicable periods present any additional risks in this respect that have not already been
disclosed.

 Accordingly, Praxair believes the Joint Venture’s sales into Syria and Sudan would not be material to a reasonable
investor in making an investment decision and would not materially affect Praxair’s or the Company’s reputation and share value. Praxair recognizes that certain U.S. investors have adopted divestment initiatives regarding investment in
companies that engage in certain business with countries sanctioned by OFAC, such as Syria and Sudan, even if that business does not violate any Sanctions Laws. Praxair and the Company do not expect any potential actions arising from such
initiatives as a result of such sales by the Joint Venture to materially affect the share value of Praxair or the Company.

 Background of the
Business Combination, page 92

5.
We note your response to comment 15 and we re-issue our comment in part. Please elaborate on the role of the financial advisors, including which financial advisors participated
in these feasibility evaluations on behalf of each company and how they were selected. Please also elaborate on the outcome of the feasibility evaluations, including any potential issues and recommendations raised by each company and its advisors.

 In response to the Staff’s comment, the Company has revised the disclosures on pages 94 and 95 of Amendment
No. 2.

6.
Please revise your disclosure to discuss the “serious concerns” raised by the individual members of the Linde executive board and key managers.

In response to the Staff’s comment, the Company has revised the disclosure on page 95 of Amendment No. 2.

 -6-

Ms. Long

7.
We note your response to comment 19 and your references to “other factors” that justified a higher valuation. Please revise your disclosure to discuss such “other factors.”

In response to the Staff’s comment, the Company has revised the disclosure on page 96 of Amendment No. 2.

Opinion of Goldman Sachs, Financial Advisor to the Linde Supervisory Board, page 127

8.
We note your revised disclosure in response to comment 30 that no fees were paid to Goldman Sach’s investment banking division. Please revise to disclose all fees paid to Goldman Sachs during the past two years.
See Item 1015(b)(4)(i) of Regulation S-K.

 In response to the Staff’s
comment, the Company has revised the disclosure on page 134 of Amendment No. 2.

 Unaudited Pro Forma Condensed Combined Financial Information,
page 231

9.
Please expand your disclosures regarding the identification of Praxair as the accounting acquirer to provide the specific facts and circumstances considered, how those facts and circumstances led to your conclusion,
and how any variability in the facts and circumstances may impact your conclusion once the merger transaction has been completed.

In response to the Staff’s comment, the Company has revised the disclosures on pages 233 and 234 of Amendment No. 2.

10.
We note your response to comment 40. Regarding your analysis of the guidance in ASC 805-10-25-5
and ASC 810-10-15-8 followed by ASC 805-10-55-12a, your assumptions regarding the percentage of Linde shares tendered in the exchange offer here versus other aspects of your pro forma financial information appear inconsistent. Please
revise your presentation throughout to clarify how the assumptions regarding the percentage of Linde shares to be tendered in the exchange offer are consistent. Please also explain how a change in this assumption would impact the conclusions reached
and the pro forma financial information and disclosures provided. Please also provide a discussion of how your plans for Linde AG after the exchange offer will impact this assumption as well.

 -7-

Ms. Long

 In response to the Staff’s comment, the Company has revised the disclosures on pages 233
and 241 of Amendment No. 2.

 The Company respectfully advises the Staff that it believes that the 100% tender rate assumption in the
section “Unaudited Pro Forma Condensed Combined Financial Information” of Amendment No. 2 is appropriate because (a) the exchange offer will be made for 100% of the Linde shares, (b) it is the Company’s objective to
acquire 100% of the Linde shares in the exchange offer, (c) if 90% or more of the Linde shares are tendered in the exchange offer, the Company will (either directly or indirectly through its wholly-owned subsidiary Linde Holding GmbH) be able
to, and intends to, acquire the untendered Linde shares promptly following completion of the exchange offer using the available squeeze-out transaction under German law and (d) even if less than 90% of
the Linde shares are tendered an

Mail Stop 4631
July 20 , 2017
Via E -Mail
Christopher Cossins
Director , Principal Executive Officer
Linde plc (f/k/a/ Zamalight plc )
The Priestley Centre
10 Priestley Road
The Surrey Research Park
Guildford
Surrey GU2 7XY
United Kingdom

Re: Linde  plc (f/k/a Zamalight plc)
Amendment No. 1 to Registration Statement on Form S -4
Filed July 12 , 2017
  File No. 333 -218485

Dear Mr. Cossins :

We have reviewed your amended registration statement  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 this letter by amending your registration statement and providing the
request ed information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the informatio n you
provide in response to these  comments, we may have  additional comments.   Unless we note
otherwise, our references to prior comments are to comments in our June 29, 2017 letter .

Summary, page 10

The Exchange Offer, page 13

Treatment of Linde Equity  Awards, page 14

1. We note the expanded disclosure you provided in response to comment 3.  Please further
expand this disclosure to explain how it will be determined whether the Linde equity
award is paid out in cash versus replaced with Linde plc equity aw ards.

Christopher Cossins
Linde plc (f/k/a Zamalight plc )
July 20 , 2017
Page 2

 Interests of Directors, Board Members, a nd Executive Officers . . . (see page [ —]), page 2 3

2. We note your response to comment 8 and we re -issue our comment.  Please quantify the
pecuniary interests of the directors and officers.  Please also quantify these amounts in
your related risk factor on page  40.

Summary Selected Historical Consolidated Financial Information of Linde, page 32

3. We note your response to comment 58.  As previously requested, please revise the title of
the non -IFRS measure , group operating profit from continuing operations, so that it is
obvious to investors that the measure is that of a non -IFRS measure.  An example would
be to rename the non -IFRS measure to segment group operating profit from continuing
operations.  Pleas e refer to Item 10(e)(1)(ii)(e) of Regulation S -K for guidance.

Risk Factors, page 36

Praxair and Linde are subject to anti -corruption laws in the jurisdictions …, page 59

4. In your response to comment 10 you discuss Linde’s sales to Syria and Sudan.  As we
requested in comment 10, please tell us the nature of Linde’s contacts with Syria and
Sudan, including the services or products provided.  As we requested in comment 11,
please tell us the approximate dollar amount of Linde’s revenues from Syria and Sud an
for the past three fiscal years and subsequent interim period.

Background of the Business Combination, page 92

5. We note your response to comment 15 and we re -issue our comment in part.  Please
elaborate on the role of the financial advisors, including which financial advisors
participated in these feasibility evaluations on behalf of each company and how they
were selected.  Please also elaborate on the outcome of the feasibility evaluations,
including any potential issues and recommendations raised by each company and its
advisors.

6. Please revise your disclosure to discuss the “serious concerns” raised by the individual
members of the Linde executive board and key managers.

7. We note your response to comment 19 and your references to “other factors” that
justified a higher valuation.  Please revise your disclosure to discuss such “other factors.”

Christopher Cossins
Linde plc (f/k/a Zamalight plc )
July 20 , 2017
Page 3

 Opinion of Goldman Sachs, Financial Advisor to the Linde Supervisory Board, page 127

8. We note your revised disclosure in response to comment 30 that no fees were paid to
Goldman Sach’s investment banking division.  Please revise to disclose all fees paid to
Goldman Sachs during the past two years.  See Item 1015(b)(4)(i) of Regulation S -K.

Unaudited Pro Forma Condensed Combined Financial Information, page 2 31

9. Please expand your disclosures regarding the identification of Praxair as the accounting
acquirer to provide the specific facts and circumstances considered, how those facts and
circumstances led to your conclusion, and how any variability in the facts a nd
circumstances may impact your conclusion once the merger transaction has been
completed.

10. We note your response to comment 40.  Regarding your analysis of the guidance in ASC
805-10-25-5 and ASC 810 -10-15-8 followed by ASC 805 -10-55-12a, your assumption s
regarding the percentage of Linde shares tendered in the exchange offer here versus other
aspects of your pro forma financial information appear inconsistent.  Please revise your
presentation throughout to clarify how the assumptions regarding the percen tage of Linde
shares to be tendered in the exchange offer are consistent .  Please also explain how a
change in this assumption would impact the conclusions reached and the pro forma
financial information and disclosures provided.  Please also provide a dis cussion of how
your plans for Linde AG after the exchange offer will impact this assumption as well.

11. Please provide us with a more comprehensive analysis of your assessment of the factor in
ASC 805 -10-55-12d.  In this regard, it appears that your conclusi on that the factor favors
Praxair is that the Praxair Chief Executive Officer will be the Chief Executive Officer of
Linde plc.  In the event that the Praxair Chief Executive Officer is unable or unwilling to
serve in this position for whatever reason, who  would replace Mr. Angel and/or who
would be responsible for selecting a replacement.

12. Please provide us with a more comprehensive analysis regarding your conclusion that the
Linde shareholders are receiving a premium over the pre -combination fair value as  it
relates to the factor in ASC 805 -10-55-12e, as it is unclear how you concluded that the
Linde shareholders are receiving a premium simply because their exchange ratio is other
than one -for-one.  Your expanded analysis should address the liquidity and v aluation
differences between shares that trade on the NYSE versus the Frankfurt stock exchange.

Christopher Cossins
Linde plc (f/k/a Zamalight plc )
July 20 , 2017
Page 4

 13. Please provide us with a more comprehensive explanation as to how you concluded that
the facts and circumstances related to the factor in ASC 805 -10-55-13 re sulted in a
neutral conclusion rather than favoring Linde AG.  In this regard, it is unclear how
margins are an indicator of the relative size of a company.  Further, Linde AG’s revenue
and total assets far exceed Praxair with operating profit and operatin g cash flow also
exceeding Praxair.  Finally, it is unclear how you determined that a simple comparison of
Praxair and Linde’s market capitalization is appropriate, considering the corresponding
equity trades on two different exchanges.

3. Calculation of Purchase Consideration, page 237

14. Please disclose the percentage of voting equity interests assumed in the presentation and
throughout the pro forma presentation in accordance with ASC 805 -10-50-2c.

15. Please provide the purchase price allocation required by  ASC 805 -20-50-1.  Please refer
to ASC 805 -10-55-41 for additional guidance.

5. Notes to Unaudited Pro Forma Condensed Combined Statement of Income, page 241

16. Please expand note (h) to disclose the period over which the increase in fair value is
being amortized.

17. We note that you have not included any Linde plc shares for the Linde AG share based
compensation awards.  Please provide an explanation as to why given the expanded
disclosures you provided on pages 14 -15, noting that these awards will be part ially paid
out in cash and partially replaced with Linde plc equity awards that are subject to vesting.

Management’s Discussion and Analysis of Financial Condition and Results . . ., page 321

Non-GAAP Financial Measures, page 367

18. We note your presentati on of after -tax return on capital and adjusted after -tax return on
capital.  As previously requested in comment 53, please present the calculation of this
percentage using the most comparable US GAAP measures with equal or greater
prominence.  As net incom e is the only measure on the face of the consolidated
statements of income that includes taxes, net income should be the numerator in the
calculation based on US GAAP.  Please refer to Question 103.02 of the updated Non -
GAAP Compliance and Disclosure Inter pretations issued on May 17, 2106, for guidance.

19. As previously requested in comment 56, please revise the reconciliations for the adjusted
after-tax return on capital numerator and adjusted EBITDA to begin with the most
comparable US GAAP measure, net income.

Christopher Cossins
Linde plc (f/k/a Zamalight plc )
July 20 , 2017
Page 5

 Governing Bodies, page 387

20. We note your response to comment 21 that the supervisory board appoints the members
of the executive board and controls and oversees their actions.  Please revise this section
to include such disclosure.

Management’s D iscussion and Analysis of Financial Condition and Results of . . ., page 399

Consolidated Results of Operations, page 406

21. As previously requested in comment 62, please provide a discussion and analysis of the
specific facts and circumstances impacting ea ch material category.  For example, it is
unclear what changes in the actuarial assumptions occurred to cause the remeasurement
of defined benefit plans to impact total comprehensive income by €(418) million for
fiscal year 2016, €13 million for fiscal yea r 2015, and €(501) million for fiscal year 2014.
Similarly, please explain what specifically caused the variability in unrealized
gains/losses on hedging instruments between the periods presented.

Non-IFRS Financial Measures, page 427

22. In comment 59, we requested that you present return on capital using the most
comparable IFRS amounts.  It is unclear from your presentation, whether the
denominator is based on capital employed in accordance with IFRS or as adjusted.

23. Please present the  twelve -months ended March 31, 2107, and March 31, 2016
denominator amounts.

Index to Linde AG Group Financial Statements, page F.3 -1

Group Statements of Cash Flows, page F.3 -20

24. We note your response to comment 70.  It remains unclear why you have not s eparately
presented the non -cash impairment loss for trade receivables as an adjustment to profit
before tax from continuing operations.  Please revise your presentation or provide us with
a reference to IFRS -IASB literature that supports the inclusion wit hin the changes of
trade receivables.

Christopher Cossins
Linde plc (f/k/a Zamalight plc )
July 20 , 2017
Page 6

 [27] Financial instruments, page F.3 -74

25. We note your response to comment 87.  Please provide us with the components of the
cash outflows from non -derivative financial liabilities and cash outflows from derivative
financial liabilities to help us better understand what specifically these cash outflows are
for and how you determined that none of these cash outflows are required to be included
in the contractual obligations table and/or as a footnote to the table.

Excha nge Offer Prospectus Cover Page, ALT -1

26. We note your response to comment 91.  Please revise your explanatory note and your
disclosure on page ALT -1 to specify the page number of the Exchange Offer Prospectus
Cover Page.  In this regard, we note the explana tory note lists the Exchange Offer
Prospectus Cover Page as ALT -1 when it appears that the Exchange Offer Prospectus
Cover Page is on ALT -58.

Tax Consequences of the Exchange Offer to U.S. Holders of Linde Shares, page ALT -42

27. We note your response to comment 97 that Cravath, Swaine & Moore, LLP will deliver a
tax opinion.  Please file such opinion  as promptly as possible.   If you are not in a position
to file this tax opinion  with the next amendment, please provide a draft copy  for us to
review.  The draft opinion  should  be filed on EDGAR as correspondence.

28. Please explain why Cravath, Swaine & Moore, LLP cannot give a “will” opinion and
describe the degree of uncertainty in the opinion and provide risk factor and/or other
appropriate disclosure setting forth the risks of uncertain tax treatment to investors.  Refer
to III.C.4. of Staff Legal Bulletin No. 19.

You may contact  Tracey Houser  (Staff Accountant) at 202-551-3736  or Terence O’Brien
(Accounting Branch Chief ) at 202-551-3355  if you have questions regarding comments on the
financial statements and related matters.  Please contact  Frank Pigott  (Staff Attorney) at 202-
551-3570  or me at 202-551-3754  with any other questions.

Sincerely,

 /s/ Asia Timmons -Pierce, for

 Pamela Long
Assistant Directo r
Office of Manufacturing and
Construction

cc: Keith A. Pagnani, Esq.
 Sullivan & Cromwell LLP

CORRESP
1
filename1.htm

CORRESP

 125 Broad Street

New York, NY 10004-2498

 TELEPHONE: 1-212-558-4000

FACSIMILE: 1-212-558-3588

LOS ANGELES • PALO ALTO • WASHINGTON, D.C.

 WWW.SULLCROM.COM

FRANKFURT • LONDON • PARIS

BEIJING • HONG KONG • TOKYO

MELBOURNE • SYDNEY

 July 12, 2017

VIA EDGAR AND HAND DELIVERY

 United States Securities and
Exchange Commission,

 Division of Corporation Finance,

100 F. Street, N.E.,

Washington, D.C. 20549.

 Attention:
Ms. Pamela Long, Assistant Director

Re:
Zamalight plc; Praxair, Inc.; Linde AG;

Registration Statement on Form S-4 filed on June 5, 2017

(File No
333-218485)

Dear Ms. Long:

 On behalf of Zamalight plc
(the “Company”), enclosed please find a copy of Amendment No. 1 (“Amendment No. 1”) to the Registration Statement on Form S-4 (the
“Registration Statement”), as filed with the Securities and Exchange Commission (the “Commission”) on EDGAR on the date hereof, marked to show changes from the Registration Statement filed with the Commission on
June 5, 2017.

 The changes reflected in Amendment No. 1 include those made in response to the comments of the staff of the
Commission (the “Staff”) set forth in the Staff’s letter of June 29, 2017 (the “Comment Letter”). Amendment No. 1 also includes other changes that are intended to update, clarify and render more
complete the information contained therein.

 The numbered responses that follow relate to the questions set forth in the Comment Letter,
which are reproduced below in bold print. The responses follow each reproduced comment. All references to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in Amendment No. 1.

 * * * *

Ms. Long

-2-

 General

1.
Please provide us supplementally with copies of any board books or similar materials prepared by the financial advisors and shared with the boards of directors and their representatives.

In response to the Staff’s comment, a copy of the discussion materials prepared by Credit Suisse Securities (USA) LLC that were reviewed
and discussed with the board of directors of Praxair, Inc. in connection with the rendering of its opinion on May 31, 2017, are being provided to the Staff on a supplemental basis under separate cover by Alston & Bird LLP, counsel to
Credit Suisse Securities (USA) LLC, requesting confidential treatment pursuant to Rule 418 (“Rule 418”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and pursuant to the provisions
of 17 C.F.R. §200.83 (“Rule 200.83”). In response to the Staff’s comment, copies of the discussion materials prepared by the financial advisors to Linde AG in connection with their opinions presented to the supervisory
board or the executive board of Linde AG, are being provided by Freshfields Bruckhaus Deringer US LLP, counsel to Bank of America Merrill Lynch International Limited, Latham & Watkins LLP, counsel to Goldman Sachs AG, Latham &
Watkins LLP, counsel to Morgan Stanley Bank AG, and Davis Polk & Wardwell LLP, counsel to Perella Weinberg Partners, to the Staff on a supplemental basis under separate cover requesting confidential treatment pursuant to Rule 418 and
pursuant to the provisions of Rule 200.83. The Company has been advised by each of Alston & Bird LLP, Freshfields Bruckhaus Deringer US LLP, Latham & Watkins LLP and Davis Polk & Wardwell LLP that, in accordance with Rule
418, such counsel have requested that the materials provided be returned promptly following completion of the Staff’s review thereof.

 Summary,
page 10

 The Exchange Offer, page 12

2.
Please disclose the minimum acceptance condition percentage.

 In response to the
Staff’s comment, the Company has revised the disclosure on page 14 of Amendment No. 1.

 The Exchange Offer, page 13

Treatment of Linde Equity Awards, page 14

Ms. Long

-3-

3.
In the second paragraph, it is stated that each Linde stock option and each Linde matching share right will be terminated in exchange for a cash payment. The third paragraph states that the former holders of Linde
stock options and Linde matching share rights will receive replacement equity awards. It is unclear whether the Linde stock options and Linde matching share rights will be both terminated for cash and also replaced with new equity awards from Linde
plc. Please advise and revise your disclosures as appropriate.

 In response to the Staff’s comment, the Company has
revised the disclosures on pages 14 and 15 of Amendment No. 1.

 Settlement of the Exchange Offer, page 14

4.
Here or in a separate section in the Summary, clarify when tendering Linde AG shareholders will receive their Linde plc shares in the exchange offer. Clarify when this will occur with reference to both shares
tendered during the acceptance period and those tendered during the additional acceptance period. Where you reference a date after the publication of the results of the acceptance period (such as at the bottom of page 13), revise to clarify when
this will occur with reference to the expiration of the acceptance period.

 In response to the Staff’s comment, the
Company has revised the disclosures on pages 13, 14, 215, 218, ALT-6, ALT-7, ALT-32, and ALT-33 of Amendment No. 1.

Termination Fees, page 15

5.
Please clarify in the second bullet point whether Praxair is only obligated to pay the termination fee if its shareholders do not vote in favor of the merger and the Praxair board changed its recommendation on the
merger.

 In response to the Staff’s comment, the Company has revised the disclosures on pages 15 and 201 of
Amendment No. 1.

 Potential Post-Closing Reorganization Regarding Linde, page 17

6.
 We note the disclosure at the top of page 18 that “in addition to acquiring Linde shares in the exchange
offer, Linde plc may, subject to applicable law, purchase additional Linde shares in the open market or otherwise.” If you mean to state that such outside purchases could occur from the date of announcement of the exchange offer through the end
of the offer, in your response letter, provide an analysis of the facts supporting your ability to

Ms. Long

-4-

make outside purchases, consistent with Rule 14e-5. If you are referencing purchases occurring after the exchange offer terminates, please revise your
disclosure here to clarify.

 With certain exceptions, Rule 14e-5 promulgated
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prohibits a “covered person” from directly or indirectly purchasing or arranging to purchase any securities to be acquired in a tender offer for
equity securities or any securities immediately convertible into, exchangeable for or exercisable for such securities, except pursuant to such offer. The duration of the prohibition under Rule 14e-5 under the
Exchange Act continues from the time of the public announcement of the offer until the date that the offer expires. In the present case, any purchases of additional Linde shares in the open market or otherwise, but outside of the exchange offer,
will be structured to comply with one of the exceptions to Rule 14e-5 under the Exchange Act until the date that the offer expires. In particular,
Rule 14e-5(b)(12)(i) under the Exchange Act permits purchases or arrangements to purchase securities subject to a tender offer by an offeror or its affiliates to be made in accordance with the laws of the
subject company’s home jurisdiction, subject to certain conditions. While the Company does not currently intend to make any purchases of Linde shares outside the exchange offer either directly or through any advisor, broker or other financial
institution acting as their agent pursuant to Rule 14e-5(b)(12) under the Exchange Act, should it decide to do so in the future, the Company respectfully submits that such purchases would be subject to, and
comply with, the conditions of such rule:

(a)
Linde AG qualifies as a “foreign private issuer” as defined in Rule 405 under the Securities Act and Rule 3b-4(c) under the Exchange Act.

(b)
 The Company reasonably expects that the exchange offer meets the conditions for reliance on the Tier II
cross-border exemptions set forth in Rule 14d-1(d) under the Exchange Act (the “Tier II Exception”). Linde AG and Praxair, Inc. conducted the calculation of U.S. ownership of the Linde shares
pursuant to Instruction 3 to paragraphs (c) and (d) of Rule 14d-1 (the “Alternate Test”), which is available if the bidder is unable to conduct the “look-through” analysis
provided under Instruction 2 to paragraphs (c) and (d) of Rule 14d-1. Linde AG and Praxair, Inc. made a good faith effort to perform a “look-through” analysis by obtaining a shareholder
identification from NASDAQ OMX, a third party information provider retained by Linde AG, which indicated that approximately 30.8% of Linde AG’s outstanding shares were owned by U.S. holders as of December 31, 2016 (a date no more than 60
days before and no more than

Ms. Long

-5-

30 days after the public announcement of the exchange offer on December 20, 2016). This amounts to a U.S. ownership percentage of approximately 31.6%, assuming all Linde ADRs outstanding as
of such date (representing approximately 0.8% of outstanding Linde shares) were owned by U.S. holders. However, because Linde shares are in bearer form (auf den Inhaber lautende Stammaktien ohne Nennbetrag) and held at custodian banks, which
under German law, in general, are prohibited from providing third parties, including public authorities, personal and account information about their customers, Linde AG and Praxair, Inc. were unable to conclusively conduct a
“look-through” analysis as defined in Instruction 2 to paragraphs (c) and (d) of Rule 14d-1.1 Under the Alternate Test, a bidder may
proceed on the presumption that U.S. ownership does not exceed 40% unless (i) the average daily trading volume of the subject securities in the United States for a recent twelve-month period exceeds 40% of the average daily trading volume of
that class of securities on a worldwide basis, (ii) the subject company has disclosed a higher level of U.S. ownership in its most recent annual report; (iii) the bidder otherwise knows or has reason to know, before the public announcement
of the offer, that the level of U.S. ownership exceeds such percentage; or (iv) the bidder otherwise knows, or has reason to know, that the level of U.S. ownership exceeds such percentage. Accordingly, the Company conducted the Alternate Test
as follows:

 The Company believes, based on market share data from Bloomberg Finance, that the average daily trading volume
of the Linde shares in the United States is insignificant. Linde shares are not listed and/or traded on a stock exchange in the United States.

Linde AG’s annual report for the fiscal year ended December 31, 2015, the most recent annual report published before the public
announcement of the exchange offer, estimates that, based on identifiable institutional

1
 The Staff stated in The Commission Guidance and Revisions to
Cross-Border Tender Offer, Exchange Offer, Rights Offerings, and Business Combination Rules and Beneficial Ownership Reporting Rules for Certain Foreign Institutions, Release Nos. 33-8957; 34-58597 (Dec. 8, 2008) that “an acquiror generally will be unable to conduct the required look-through analysis in the manner prescribed by our revised rules
when the subject securities are in bearer form. In addition, in certain foreign jurisdictions, nominees may be prohibited by law from disclosing information about the beneficial owners on whose behalf they hold. Where this prohibition extends to the
country of residence of the beneficial owners of the subject securities, we believe the alternate test for determining eligibility should be available.”

Ms. Long

-6-

investors which accounted for approximately 76% of the outstanding Linde shares as of December 31, 2015, the percentage of shares held by U.S. holders amounted to approximately 38% of such
shares held by such institutional investors. That figure represented approximately 28% of the total Linde shares outstanding as of December 31, 2015.

Based on information provided by third parties and beneficial ownership reports relating to Linde AG publicly available to the Company, the
Company did not know or have reason to know, before the public announcement of the exchange offer on December 20, 2016, that the level of U.S. ownership exceeded 40% of the Linde shares. In particular, based on shareholder ownership data from
Bloomberg Finance, the overall percentage of Linde shares owned by U.S. holders was approximately 26.7% before the public announcement of the exchange offer on December 20, 2016.

The Company does not know and has no reason to know that the level of U.S. ownership exceeds 40% of Linde shares.

(c)
No purchases or arrangements to purchase Linde shares except pursuant to the exchange offer will be made in the United States.

(d)
The Registration Statement discloses prominently on pages 17, 219, and ALT-94 of Amendment No. 1 the possibility of purchases or arrangements to purchase Linde shares outside
of the exchange offer and the manner in which information regarding such purchases will be disseminated.

(e)
There will be public disclosure in the United States, to the extent that such information is made public in Linde AG’s home jurisdiction of Germany, of information regarding all purchases by the Company of Linde
shares and related securities otherwise than pursuant to the exchange offer from the time of public announcement of the exchange offer until the exchange offer expires.

(f)
Purchases or arrangements to purchase Linde shares outside the exchange offer by the Company and its affiliates will satisfy the following additional condition: the exchange offer price will be increased to match any
consideration paid outside of the exchange offer that is greater than the exchange offer price.

Ms. Long

-7-

 Purchases or arrangements to purchase Linde shares outside the exchange offer by an affiliate of
a financial advisor will satisfy the additional conditions set forth in Rule 14e-5(b)(12)(i)(G) under the Exchange Act. Except as otherwise exempted, the Company will comply with
Rule 14e-5 under the Exchange Act.

 In addition to Rule
14e-5 under the Exchange Act, any purchases of Linde shares outside of the exchange offer will be regulated by German securities laws. The German Takeover Act allows the Company to make such purchases, subject
to certain conditions. The Company will be required to make available to all holders of Linde shares subject to the exchange offer any more favorable terms, including price terms, agreed to in connection with any purchases of Linde shares by the
Company outside the exchange offer. Under Section 31(4) of the German Takeover Act, the Company would be obligated to increase the exchange offer price to the level of any higher purchase price outside the exchange offer. In addition, any such
purchases by the Company prior to the commencement of the exchange offer must be disclosed in the exchange offer document. Finally, pursuant to Section 23(2) of the German Takeover Act, any such purchase by the Company during the exchange offer
must be reported to BaFin (Bundesanstalt für Finanzdienstleistungsaufsicht) and announced publicly immediately following such purchase.

Regulatory Approvals, page 20

7.
Please disclose the specific waiting periods for the FTC and Department of Justice.

 In
response to the Staff’s comment, the Company has revised the disclosures on pages 21 and 164 of Amendment No. 1.

 Interests of Directors,
Board Members, and Executive Officers in . . . (see page [—]), page 22

8.
Please quantify the interests of the directors and officers. Please also quantify these amounts in your related risk factor on page 40.

In response to the Staff’s comment, the Company has revised the disclosures on pages 23, 42 and 173 of Amendment No. 1.

Ms. Long

Mail Stop 4631
June 29, 2017
Via E -Mail
Christopher Cossins
Director , Principal Executive Officer
Zamalight plc
The Priestley Centre
10 Priestley Road
The Surrey Research Park
Guildford
Surrey GU2 7XY
United Kingdom

Re: Zamalight plc
Registration Statement on Form S -4
Filed June 5, 2017
  File No. 333 -218485

Dear Mr. Cossins :

We have reviewed your registration statement  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 this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comment s.

General

1. Please provide us supplementally with copies of any board books or similar materials
prepared by the financial advisors and shared with the boards of directors and their
representatives.

Summary, page 10

The Exchange Offer, page 12

2. Please disclose the minimum acceptance condition percentage.

Christopher Cossins
Zamalight plc
June 29, 2017
Page 2

The Exchange Offer, page 13

Treatment of Linde Equity Awards, page 14

3. In the second paragraph, it is stated that each Linde stock option and each Linde
matching share right will be terminated  in exchange for a cash payment.  The third
paragraph states that the former holders of Linde stock options and Linde matching share
rights will receive replacement equity awards.  It is unclear whether the Linde stock
options and Linde matching share righ ts will be both terminated for cash and also
replaced with new equity awards from Linde plc.  Please advise and revise your
disclosures as appropriate.

Settlement of the Exchange Offer, page 14

4. Here or in a separate section in the Summary, clarify when t endering Linde AG
shareholders will receive their Linde plc shares in the exchange offer.  Clarify when this
will occur with reference to both shares tendered during the acceptance period and those
tendered during the additional acceptance period.  Where y ou reference a date after the
publication of the results of the acceptance period (such as at the bottom of page 13),
revise to clarify when this will occur with reference to the expiration of the acceptance
period.

Termination Fees, page 15

5. Please clar ify in the second bullet point whether Praxair is only obligated to pay the
termination fee if its shareholders do not vote in favor of the merger and the Praxair
board changed its recommendation on the merger.

Potential Post -Closing Reorganization Regard ing Linde, page 17

6. We note the disclosure at the top of page 18 that “in addition to acquiring Linde shares in
the exchange offer, Linde plc may, subject to applicable law, purchase additional Linde
shares in the open market or otherwise.”  If you mean to state that such out side purchases
could occur from the date of announcement of the exchange offer through the end of the
offer, in your response letter, provide an analysis of the facts supporting your ability to
make outside purchases, consistent with Rule 14e -5.  If you ar e referencing purchases
occurring after the exchange offer terminates, please revise your disclosure here to
clarify.

Regulatory Approvals, page 20

7. Please disclose the specific waiting periods for the FTC and Department of Justice.

Christopher Cossins
Zamalight plc
June 29, 2017
Page 3

 Interests of Directors, Board Members, and Executive Officers in . . .  (see page [ —]), page 22

8. Please quantify the interests of the directors and officers.  Please also quantify these
amounts in your related risk factor on page  40.

Risk Factors, page 34

Praxair and  Linde are subject to anti -corruption laws in the jurisdictions …, page 57

9. You disclose that Linde currently conducts operations in Iran in accordance with
applicable economic sanctions laws.  We have located recent news articles reporting that
in 2016, L inde opened an office in Iran; that Linde signed agreements for two
petrochemical complexes in Iran, for a joint venture with an Iranian liquefied gas
company, and for engineering projects to construct plants in Iran; that it revived plant
engineering cont racts in Iran that had been dormant; and that Linde and Mitsui Chemicals
were planning to invest $4 billion in Iran’s petrochemical industry.  Iran is designated by
the U.S. Department of State as a state sponsor of terrorism and is subject to U.S.
economi c sanctions and export controls.  Please describe to us the nature and extent of
Linde’s past, current, and anticipated contacts with Iran, whether through subsidiaries,
affiliates, distributors, or other direct or indirect arrangements.  You should descri be any
services or products Linde has provided to Iran, directly or indirectly, and any
agreements, commercial arrangements, or other contacts with the government of Iran or
entities that it controls.

10. You also disclose that both Praxair and Linde conduct  operations in the Middle East and
Africa.  Syria and Sudan, countries located in those regions, are designated by the U.S.
State Department as state sponsors of terrorism and are subject to U.S. economic
sanctions and export controls.  Please describe to us the nature and extent of any contacts
with those countries by Praxair and Linde, and any anticipated contacts by Linde plc,
whether through subsidiaries, affiliates, distributors  or other direct or indirect
arrangements.  You should describe any service s or products provided to Syria or Sudan,
directly or indirectly, and any agreements, commercial arrangements, or other contacts
with the governments of those countries or entities they control.

11. Please discuss the materiality of any contacts with Iran, Syria and Sudan you describe in
response to the comments above, and whether those contacts constitute a material
investment risk for your security holders.  You should address materiality in quantit ative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and the subsequent interim period .  Also, address
materiality in terms of qualitative factors that a reasonable invest or would deem
important in making an investment decision.  You should address the potential impact of
the investor sentiment evidenced by such actions directed toward companies that have
operations associated with Iran, Syria or Sudan.

Christopher Cossins
Zamalight plc
June 29, 2017
Page 4

 12. Please tell us whet her any contacts with Iran, Syria and Sudan you describe in response to
the comments above involve dual use products and, if so, describe for us the military uses
of the products.

Background of the Business Combination, page 90

13. For each financial advisor , please disclose the method of selection of that particular
advisor.  See Item 1015(b)(3) of Regulation M -A.

14. Please clarify when each of the financial advisors that rendered a fairness opinion to
Praxair or the Linde executive or supervisory boards was e ngaged for this purpose and
how they were selected.  In addition, please clarify why each of the Linde executive
board and supervisory board engaged two financial advisors to render fairness opinions.
In this regard please clarify whether there were any m aterial differences in the scope of
the engagement or instructions given to each of the financial advisors.

15. Please disclose the feasibility issues discussed at various meetings.   In this regard, we
note that in June of 2016, the parties agreed that the fe asibility of any business
combination should be analyzed by both companies with the assistance of legal and
financial advisors prior to the commencement of any discussion on terms and conditions
of a transaction.  Please elaborate on the role of the financ ial advisors, including which
financial advisors participated in these feasibility evaluations on behalf of each company
and how they were selected.  Please also elaborate on the outcome of the feasibility
evaluations, including any potential issues and re commendations raised by each company
and its advisors.

16. Please revise your disclosure to elaborate on the strategic options that were discussed at
the July 21, 2015 meeting.  Please also elaborate on the reasons for terminating the
discussions.

17. Please dis close the “several potential strategic alternatives” that Praxair’s senior
management evaluated in late 2015.

18. Please disclose the challenges identified at the June 14, 2016 meeting .

19. Please revise your disclosure to include a discussion of the events lead ing up to Linde
communicating its position on August 11, 2016 that it will not accept anything other than
a 50-50 ownership structure.

20. Please expand your disclosure to discuss the reasons why Linde’s shareholder
representatives recommended that the talks with Praxair be terminated on September 12,
2016.

Christopher Cossins
Zamalight plc
June 29, 2017
Page 5

 21. We note that both of Linde’s executive and supervisory boards continually review
Linde’s operations, competitive positions and strategic alternatives.  We also note that it
was Linde’s executive board that  determined to terminate talks with Praxair in September
of 2016.  Please briefly explain the difference in the membership and authority or role of
each of the executive and supervisory boards with respect to this transaction.

22. Please disclose the “other s trategic options” that the Linde executive board discussed on
November 28, 29, and 30, 2016.

23. Please revise to discuss the material differences between the initial terms and the terms
included in the proposal when the parties decided to reengage in negotia tions.  In this
regard, we note it appears that the terms of the transaction, both before the September
termination and after, contemplated a 50 -50 ownership structure.

24. Please discuss the reasons behind Dr. Büchele’s decision to offer to resign on Decembe r
7, 2016.

25. We note your disclosure regarding a Praxair board meeting held on December 20, 2016
where Praxair’s board approved key terms of the business transaction.  Please revise your
background section to provide details regarding the negotiations that led to the
finalization of such key terms of the business combination.  For example, it is not clear
how the parties determined the amount of consideration.

Praxair’s Reasons for the Business Combination, page 95

Other Factors Considered by the Praxair B oard of Directors, page 96

26. Please expand the disclosure in the second bullet point to discuss the specific aspects of
the current and prospective business climate that the Praxair board considered in support
of its determination that the business combinat ion is in the best interests of the Praxair
shareholders.

Linde’s Reasons for the Business Combination, page 98

27. Please revise the discussion to disclose the vote by which the supervisory board
determined that the proposed combination is in the best interest of Linde shareholders.

Other Factors, page 99

Alternatives, page 100

28. Please expand your disclosure to discuss the advantages and disadvantages of each of the
several alternatives that the Linde board considered.

Christopher Cossins
Zamalight plc
June 29, 2017
Page 6

 Certain Unaudited Forward -Looki ng Financial Information, page 102

Certain Synergy and Cost Reduction Estimates, page 106

29. Please summarize the assumptions underlying and limitations on all of the projections
disclosed.  For example, we note that the pro forma synergy and cost reduction  estimates
were based on “numerous variables and assumptions.”  Please ensure that you discuss all
material assumptions upon which such synergy and cost reduction estimates and other
forecasted information were based.

Other Matters, page 113

30. We note your  disclosure that Credit Suisse and its affiliates have in the past provided
and/or are currently providing investment banking and other financial advice and services
to Praxair and Linde.  Please revise your disclosure to provide a quantitative description
of the fees paid to Credit Suisse for such services.  See Item 1015(b)(4) of Regulation M -
A.  Please note this comment also applies to your disclosure regarding Goldman Sachs,
Morgan Stanley, and Perella Weinberg.  With respect to Perella Weinberg, p lease include
both qualitative and quantitative disclosure, if applicable.

Other Factors, page 118

31. Please disclose the “mergers of equals” transactions that BofA Merrill Lynch analyzed
and that are referred to in the second bullet point on page 119.

Opinion of Morgan Stanley, Financial Advisor to Linde, page 128

32. We note the disclosure on pages 128 -29 that “[n]one of Morgan Stanley’s opinion, the
summary thereof or Morgan Stanley’s financial analysis set forth in this document is
being provided for th e use of any Praxair shareholders.”  Given that Praxair’s
shareholders are entitled to rely on the disclosure in the registration statement, please
revise this language accordingly.  Alternatively, provide the disclosures recommended by
the Division of Cor poration Finance accessible via the link below as being necessary to
clarify security holders’ right to rely on such materials.
http://www.sec.gov/divisions/corpfin/guidance/ci111400ex_regm -a.htm .

Regulatory Approvals Related to the Business Combination, page 156

33. Please expand your disclosure to discuss when you filed the required applications with
each regulatory body.

Christopher Cossins
Zamalight plc
June 29, 2017
Page 7

 The Business Combination Agreement, page 176

34. We note your cautionary statements on page 200 concerning the representations and
warranties in the merger agreement.  Please note that disclosure regarding an agreement’s
representations or covenants in a proxy statement/prospectus (whether through
incorp oration by reference or direct inclusion) constitutes a disclosure to investors, and
you are required to consider whether additional disclosure is necessary in order to put the
information into context so that such information is not misleading.  Please re fer to
Report of Investigation Pursuant to Section 21(a) of the Securities Exchange Act of 1934
and Commission Statement on potential Exchange Act Section 10(b) and Section 14(a)
liability, Exchange Act Rele ase No. 51283 (Mar. 1, 2005).  In this regard, we  note your
statement that the representations and warranties were in some cases qualified by matters
contained in separate disclosure letters, and that information concerning the
representations and warranties does not purport to be accurate as of the date  of the proxy
statement/prospectus and may have changed since the date of business combination
agreement.  Please clarify that you have and will continue to provide additional
disclosure in the proxy statement/prospectus and your public reports to the exte nt that
you are or become aware of the existence of any material facts that are required to be
disclosed under federal securities law and that might otherwise contradict the
representations and warranties contained in or incorporated into your proxy
statem ent/prospectus.

The Exchange Offer - Determination of Material Adverse Change, page 205

35. We note the disclosure that the exchange offer is conditioned on no material adverse
change occurring “prior to the expiration of the acceptance period.”  However, in  this
section, you describe a process by which this will be determined by an independent third
party expert mutually agreed upon by Praxair and Linde AG.   You further note the
possibility that any report of such expert might not be received by the expirati on of the
acceptance period.  Please clarify.

Additional Acceptance Per