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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Praxair, Inc.
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39 Old Ridgebury Road
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State of incorporation: Delaware
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Danbury, Connecticut 06810-5113
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IRS identification number: 06-124 9050
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Tel. (203) 837-2000
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Title of each class:
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Registered on:
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Common Stock ($0.01 par value)
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New York Stock Exchange
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Page
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Part I
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Item 1:
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Item 1A:
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Item 1B:
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Item 2:
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Item 3:
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Item 4:
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Part II
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Item 5:
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Item 6:
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Item 7:
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Item 7A:
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Item 8:
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Item 9:
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Item 9A:
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Item 9B:
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Part III
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Item 10:
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Item 11:
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Item 12:
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Item 13:
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Item 14:
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Part IV
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Item 15:
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•
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Environmental protection including climate change;
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•
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Domestic and international tax laws and currency controls;
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•
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Safety;
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•
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Securities laws (e.g., SEC and generally accepted accounting principles in the United States);
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•
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Trade and import/ export restrictions;
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•
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Antitrust matters;
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•
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Global anti-bribery laws, including the U.S. Foreign Corrupt Practices Act;
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•
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Healthcare reimbursement regulations; and
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•
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Conflict minerals
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•
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The need to implement or remediate controls, procedures and policies appropriate for a larger public company at companies that prior to the acquisition lacked these controls, procedures and policies;
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•
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Diversion of management time and focus from operating existing business to acquisition integration challenges;
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•
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Cultural challenges associated with integrating employees from the acquired company into the existing organization;
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•
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The need to integrate each company’s accounting, management information, human resource and other administrative systems to permit effective management;
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•
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Difficulty with the assimilation of acquired operations and products;
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•
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Failure to achieve targeted synergies; and
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•
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Inability to retain key employees and business relationships of acquired companies.
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Market Price
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Trading
High
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Trading
Low
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Close
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Dividend
Per Share
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||||||||
2014
|
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||||||||
First Quarter
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$
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135.24
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$
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121.22
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$
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130.97
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$
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0.65
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Second Quarter
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$
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134.84
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$
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126.47
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$
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132.84
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$
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0.65
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Third Quarter
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$
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134.06
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$
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126.58
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$
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129.00
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$
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0.65
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Fourth Quarter
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$
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132.95
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$
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117.32
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$
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129.56
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$
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0.65
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2013
|
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||||||||
First Quarter
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$
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114.64
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$
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109.08
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$
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111.54
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$
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0.60
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Second Quarter
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$
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120.16
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$
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107.69
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$
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115.16
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$
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0.60
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Third Quarter
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$
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124.41
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$
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113.20
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$
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120.21
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$
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0.60
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Fourth Quarter
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$
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130.58
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$
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117.54
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$
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130.03
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$
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0.60
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Period
|
Total
Number of
Shares
Purchased
(Thousands)
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Average
Price Paid
Per Share
|
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Total Number of
Shares Purchased as
Part of Publicly
Announced
Program (1)
(Thousands)
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Approximate Dollar
Value of Shares that
May Yet be Purchased
Under the Program (2)
(Millions)
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||||||
October 2014
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927
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$
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123.97
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927
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$
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1,223
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November 2014
|
709
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$
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126.75
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|
|
709
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$
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1,134
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December 2014
|
750
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$
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127.33
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|
750
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$
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1,038
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Fourth Quarter 2014
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2,386
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$
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125.85
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2,386
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$
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1,038
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(1)
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On January 28, 2014, the Company’s board of directors approved the repurchase of $1.5 billion of its common stock ("2014 program") which could take place from time to time on the open market (which could include the use of 10b5-1 trading plans) or through negotiated transactions, subject to market and business conditions.
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(2)
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As of
December 31, 2014
, the Company had purchased $
462 million
of its common stock pursuant to the 2014 program, leaving an additional $
1,038 million
remaining authorized under the 2014 program. The 2014 program does not have any stated expiration date.
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2009
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2010
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2011
|
2012
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2013
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2014
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PX
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$100
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$121
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$138
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$145
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$175
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$179
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SPX
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$100
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$115
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$117
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$136
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$180
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$205
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S5MATR
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$100
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$122
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$110
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$126
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$159
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$170
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Year Ended December 31,
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2014(a)
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2013(a)
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2012(a)
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2011(a)
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2010(a)
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||||||||||
From the Consolidated Statements of Income
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Sales
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$
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12,273
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$
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11,925
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$
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11,224
|
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$
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11,252
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$
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10,116
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Cost of sales, exclusive of depreciation and amortization
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6,962
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6,744
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6,396
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6,458
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5,754
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|||||
Selling, general and administrative
|
1,308
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1,349
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1,270
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1,239
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1,196
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Depreciation and amortization
|
1,170
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|
1,109
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1,001
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1,003
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|
925
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|||||
Research and development
|
96
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|
|
98
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|
|
98
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|
|
90
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|
|
79
|
|
|||||
Venezuela currency devaluation and other charges – net
|
138
|
|
|
32
|
|
|
65
|
|
|
1
|
|
|
85
|
|
|||||
Other income (expenses) – net
|
9
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|
|
32
|
|
|
43
|
|
|
7
|
|
|
5
|
|
|||||
Operating profit
|
2,608
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|
|
2,625
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|
|
2,437
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|
2,468
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|
|
2,082
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|
|||||
Interest expense – net
|
213
|
|
|
178
|
|
|
141
|
|
|
145
|
|
|
118
|
|
|||||
Income before income taxes and equity investments
|
2,395
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|
2,447
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|
2,296
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|
2,323
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|
|
1,964
|
|
|||||
Income taxes
|
691
|
|
|
649
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|
|
586
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|
|
641
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|
|
768
|
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|||||
Income before equity investments
|
1,704
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|
|
1,798
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|
|
1,710
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|
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1,682
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|
|
1,196
|
|
|||||
Income from equity investments
|
42
|
|
|
38
|
|
|
34
|
|
|
40
|
|
|
38
|
|
|||||
Net income (including noncontrolling interests)
|
1,746
|
|
|
1,836
|
|
|
1,744
|
|
|
1,722
|
|
|
1,234
|
|
|||||
Noncontrolling interests
|
(52
|
)
|
|
(81
|
)
|
|
(52
|
)
|
|
(50
|
)
|
|
(39
|
)
|
|||||
Net income – Praxair, Inc.
|
$
|
1,694
|
|
|
$
|
1,755
|
|
|
$
|
1,692
|
|
|
$
|
1,672
|
|
|
$
|
1,195
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Per Share Data – Praxair, Inc. Shareholders
|
|
|
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||||||||||
Basic earnings per share
|
$
|
5.79
|
|
|
$
|
5.94
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|
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$
|
5.67
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|
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$
|
5.53
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|
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$
|
3.90
|
|
Diluted earnings per share
|
$
|
5.73
|
|
|
$
|
5.87
|
|
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$
|
5.61
|
|
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$
|
5.45
|
|
|
$
|
3.84
|
|
Cash dividends per share
|
$
|
2.60
|
|
|
$
|
2.40
|
|
|
$
|
2.20
|
|
|
$
|
2.00
|
|
|
$
|
1.80
|
|
Weighted Average Shares Outstanding (000’s)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic shares outstanding
|
292,494
|
|
|
295,523
|
|
|
298,316
|
|
|
302,237
|
|
|
306,720
|
|
|||||
Diluted shares outstanding
|
295,608
|
|
|
298,965
|
|
|
301,845
|
|
|
306,722
|
|
|
311,395
|
|
|||||
Other Information and Ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
19,802
|
|
|
$
|
20,255
|
|
|
$
|
18,090
|
|
|
$
|
16,356
|
|
|
$
|
15,274
|
|
Total debt
|
$
|
9,258
|
|
|
$
|
8,811
|
|
|
$
|
7,362
|
|
|
$
|
6,562
|
|
|
$
|
5,557
|
|
Cash flow from operations
|
$
|
2,868
|
|
|
$
|
2,917
|
|
|
$
|
2,752
|
|
|
$
|
2,455
|
|
|
$
|
1,905
|
|
Adjusted EBITDA (b)
|
$
|
3,958
|
|
|
$
|
3,804
|
|
|
$
|
3,537
|
|
|
$
|
3,512
|
|
|
$
|
3,130
|
|
Capital expenditures
|
$
|
1,689
|
|
|
$
|
2,020
|
|
|
$
|
2,180
|
|
|
$
|
1,797
|
|
|
$
|
1,388
|
|
Acquisitions, net of cash acquired
|
$
|
206
|
|
|
$
|
1,323
|
|
|
$
|
280
|
|
|
$
|
294
|
|
|
$
|
148
|
|
After-tax return on capital (b)
|
12.7
|
%
|
|
12.8
|
%
|
|
13.9
|
%
|
|
14.8
|
%
|
|
14.5
|
%
|
|||||
Return on equity (b)
|
28.7
|
%
|
|
28.6
|
%
|
|
28.9
|
%
|
|
28.1
|
%
|
|
26.4
|
%
|
|||||
Debt-to-capital ratio (b)
|
59.6
|
%
|
|
54.3
|
%
|
|
51.9
|
%
|
|
51.8
|
%
|
|
47.3
|
%
|
|||||
Debt-to-adjusted EBITDA (b)
|
2.3
|
|
|
2.2
|
|
|
1.9
|
|
|
1.7
|
|
|
1.6
|
|
|||||
Shares outstanding (000’s)
|
289,262
|
|
|
294,134
|
|
|
296,229
|
|
|
298,530
|
|
|
303,997
|
|
|||||
Number of employees
|
27,780
|
|
|
27,560
|
|
|
26,539
|
|
|
26,184
|
|
|
26,261
|
|
(a)
|
Amounts for 2014 include: (i) a pre-tax charge of $131 million ($131 million after-tax, or $0.45 per diluted share) related to the Venezuela currency devaluation, (ii) a pre-tax charge of $7 million ($5 million after-tax, or $0.02 per diluted share) related to pension settlements; and (iii) a pre-tax charge of $36 million ($22 million after-tax, or $0.07 per diluted share) related to a bond redemption.
|
(b)
|
Non-GAAP measures. See the “Non-GAAP Financial Measures” section in Item 7 for definitions and reconciliation to reported amounts.
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Page
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Business Overview
|
|
Executive Summary – Financial Results & Outlook
|
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Consolidated Results and Other Information
|
|
Segment Discussion
|
|
Liquidity, Capital Resources and Other Financial Data
|
|
Contractual Obligations
|
|
Off-Balance Sheet Arrangements
|
|
Critical Accounting Policies
|
|
New Accounting Standards
|
|
Fair Value Measurements
|
|
Non-GAAP Financial Measures
|
|
Forward-Looking Statements
|
North America
|
|
South America
|
|
Europe
|
|
Asia
|
United States
|
|
Brazil
|
|
Spain
|
|
China
|
Canada
|
|
|
|
Italy
|
|
India
|
Mexico
|
|
|
|
Germany/Benelux
|
|
Korea
|
|
|
|
|
Scandinavia
|
|
Thailand
|
•
|
Sales of
$12,273 million
were 3% above
2013
sales of
$11,925 million
. Excluding negative currency impacts, sales grew 6% primarily due to organic sales growth including new project start-ups and acquisitions.
|
•
|
Reported operating profit of $
2,608 million
decreased 1% from $
2,625 million
in
2013
. Adjusted operating profit of
$2,746 million
increased
3%
from
2013
, from higher volumes, pricing, and acquisitions, partially offset by negative currency effects.*
|
•
|
Reported net income – Praxair, Inc. of
$1,694 million
and diluted earnings per share of
$5.73
decreased from
$1,755 million
and
$5.87
, respectively, in
2013
. Adjusted net income – Praxair, Inc. of
$1,852 million
and adjusted diluted earnings per share of
$6.27
increased
5%
and
6%
from
2013
, respectively. Earnings per share grew faster than net income primarily due to fewer shares outstanding as a result of share repurchases during the year.*
|
•
|
Cash flow from operations was a strong $
2,868 million
, 23% of sales.
|
•
|
Capital expenditures were $
1,689 million
, primarily for the construction of growth projects. Acquisition expenditures of $
206 million
primarily included the acquisition of industrial gas businesses in Italy and Asia, and packaged gas businesses in North and South America.
|
•
|
Sales are forecasted to be in the range of $12.0 to $12.4 billion.
|
•
|
Diluted earnings per share are forecasted to be in the range of $6.15 to $6.50.
|
•
|
Effective tax rate of about 28%.
|
•
|
Capital expenditures of about $1.7 billion.
|
•
|
The company’s core business is to build, own, and operate industrial gas plants in order to supply atmospheric and process gases to customers. As such, Praxair believes that its backlog is an indicator of future sales growth. At December 31, 2014, Praxair’s backlog of 24 large projects under construction was $1.9 billion. This represents the total estimated capital cost of large plants under construction. North America and Asia each represent about one-third of the backlog. The remaining backlog resides in Europe, primarily in Russia, and in South America. These plants will supply customers in the energy, chemical, manufacturing, electronics and metals markets.
|
|
|
|
|
|
|
|
Variance
|
||||||||||
(Dollar amounts in millions, except per share data)
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||
Reported Amounts:
|
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
$
|
12,273
|
|
|
$
|
11,925
|
|
|
$
|
11,224
|
|
|
3
|
%
|
|
6
|
%
|
Gross margin (a)
|
$
|
5,311
|
|
|
$
|
5,181
|
|
|
$
|
4,828
|
|
|
3
|
%
|
|
7
|
%
|
As a percent of sales
|
43.3
|
%
|
|
43.4
|
%
|
|
43.0
|
%
|
|
|
|
|
|||||
Selling, general and administrative
|
$
|
1,308
|
|
|
$
|
1,349
|
|
|
$
|
1,270
|
|
|
(3
|
)%
|
|
6
|
%
|
As a percent of sales
|
10.7
|
%
|
|
11.3
|
%
|
|
11.3
|
%
|
|
|
|
|
|||||
Depreciation and amortization
|
$
|
1,170
|
|
|
$
|
1,109
|
|
|
$
|
1,001
|
|
|
6
|
%
|
|
11
|
%
|
Venezuela currency devaluation and other charges – net (b)
|
$
|
138
|
|
|
$
|
32
|
|
|
$
|
65
|
|
|
|
|
|
||
Other income (expenses) – net
|
$
|
9
|
|
|
$
|
32
|
|
|
$
|
43
|
|
|
|
|
|
||
Operating profit
|
$
|
2,608
|
|
|
$
|
2,625
|
|
|
$
|
2,437
|
|
|
(1
|
)%
|
|
8
|
%
|
As a percent of sales
|
21.2
|
%
|
|
22.0
|
%
|
|
21.7
|
%
|
|
|
|
|
|||||
Interest expense – net
|
$
|
213
|
|
|
$
|
178
|
|
|
$
|
141
|
|
|
20
|
%
|
|
26
|
%
|
Effective tax rate
|
28.9
|
%
|
|
26.5
|
%
|
|
25.5
|
%
|
|
|
|
|
|||||
Income from equity investments
|
$
|
42
|
|
|
$
|
38
|
|
|
$
|
34
|
|
|
11
|
%
|
|
12
|
%
|
Noncontrolling interests
|
$
|
(52
|
)
|
|
$
|
(81
|
)
|
|
$
|
(52
|
)
|
|
(36
|
)%
|
|
56
|
%
|
Net income – Praxair, Inc.
|
$
|
1,694
|
|
|
$
|
1,755
|
|
|
$
|
1,692
|
|
|
(3
|
)%
|
|
4
|
%
|
Diluted earnings per share
|
$
|
5.73
|
|
|
$
|
5.87
|
|
|
$
|
5.61
|
|
|
(2
|
)%
|
|
5
|
%
|
Diluted shares outstanding
|
295,608
|
|
|
298,965
|
|
|
301,845
|
|
|
(1
|
)%
|
|
(1
|
)%
|
|||
Number of employees
|
27,780
|
|
|
27,560
|
|
|
26,539
|
|
|
|
|
|
|||||
Adjusted Amounts (c):
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit
|
$
|
2,746
|
|
|
$
|
2,657
|
|
|
$
|
2,502
|
|
|
3
|
%
|
|
6
|
%
|
As a percent of sales
|
22.4
|
%
|
|
22.3
|
%
|
|
22.3
|
%
|
|
|
|
|
|||||
Interest expense – net
|
$
|
177
|
|
|
$
|
160
|
|
|
$
|
141
|
|
|
11
|
%
|
|
13
|
%
|
Effective tax rate
|
27.5
|
%
|
|
28.0
|
%
|
|
28.0
|
%
|
|
|
|
|
|||||
Noncontrolling interests
|
$
|
(52
|
)
|
|
$
|
(65
|
)
|
|
$
|
(54
|
)
|
|
|
|
|
||
Net income – Praxair, Inc.
|
$
|
1,852
|
|
|
$
|
1,772
|
|
|
$
|
1,681
|
|
|
5
|
%
|
|
5
|
%
|
Diluted earnings per share
|
$
|
6.27
|
|
|
$
|
5.93
|
|
|
$
|
5.57
|
|
|
6
|
%
|
|
6
|
%
|
(a)
|
Gross margin excludes depreciation and amortization expense.
|
(b)
|
See Note 2 to the consolidated financial statements.
|
(c)
|
Adjusted amounts are non-GAAP measures. A reconciliation of reported amounts to adjusted amounts can be found in the “Non-GAAP Financial Measures” section of this MD&A. See Notes 2, 5 and 7 to the consolidated financial statements.
|
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||
|
|
% Change
|
|
% Change
|
||||||||
|
|
Sales
|
|
Operating Profit
|
|
Sales
|
|
Operating Profit
|
||||
Factors Contributing to Changes
|
|
|
|
|
|
|
|
|
||||
Volume
|
|
3
|
%
|
|
1
|
%
|
|
3
|
%
|
|
1
|
%
|
Price
|
|
2
|
%
|
|
8
|
%
|
|
2
|
%
|
|
8
|
%
|
Cost pass-through
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Currency
|
|
(3
|
)%
|
|
(7
|
)%
|
|
(2
|
)%
|
|
(2
|
)%
|
Acquisitions/Divestitures
|
|
1
|
%
|
|
1
|
%
|
|
3
|
%
|
|
3
|
%
|
Other
|
|
—
|
%
|
|
(4
|
)%
|
|
—
|
%
|
|
(2
|
)%
|
Reported
|
|
3
|
%
|
|
(1
|
)%
|
|
6
|
%
|
|
8
|
%
|
Venezuela currency devaluation and other charges, net
|
|
—
|
%
|
|
4
|
%
|
|
—
|
%
|
|
(2
|
)%
|
Adjusted
|
|
3
|
%
|
|
3
|
%
|
|
6
|
%
|
|
6
|
%
|
|
|
|
|
|
|||||||||||
|
|
% of Sales
|
|
% Change*
|
|||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
|||||
Sales by End Markets
|
|
|
|
|
|
|
|
|
|
|
|||||
Manufacturing
|
|
24
|
%
|
|
24
|
%
|
|
25
|
%
|
|
3
|
%
|
|
2
|
%
|
Metals
|
|
17
|
%
|
|
17
|
%
|
|
18
|
%
|
|
4
|
%
|
|
7
|
%
|
Energy
|
|
14
|
%
|
|
13
|
%
|
|
11
|
%
|
|
8
|
%
|
|
10
|
%
|
Chemicals
|
|
10
|
%
|
|
10
|
%
|
|
10
|
%
|
|
1
|
%
|
|
9
|
%
|
Electronics
|
|
7
|
%
|
|
8
|
%
|
|
8
|
%
|
|
—
|
%
|
|
1
|
%
|
Healthcare
|
|
8
|
%
|
|
8
|
%
|
|
8
|
%
|
|
4
|
%
|
|
4
|
%
|
Food & Beverage
|
|
8
|
%
|
|
8
|
%
|
|
6
|
%
|
|
7
|
%
|
|
1
|
%
|
Aerospace
|
|
3
|
%
|
|
3
|
%
|
|
3
|
%
|
|
1
|
%
|
|
4
|
%
|
Other
|
|
9
|
%
|
|
9
|
%
|
|
11
|
%
|
|
10
|
%
|
|
1
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
% of Sales
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
Sales by Distribution Method
|
|
|
|
|
|
|
|||
On-Site
|
|
29
|
%
|
|
27
|
%
|
|
26
|
%
|
Merchant
|
|
34
|
%
|
|
34
|
%
|
|
33
|
%
|
Packaged Gas
|
|
28
|
%
|
|
30
|
%
|
|
31
|
%
|
Other
|
|
9
|
%
|
|
9
|
%
|
|
10
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
(Dollar amounts in millions)
Year Ended December 31,
|
|
|
Variance
|
||||||||||||||
2014
|
|
2013
|
|
2012
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
|||||||||
Sales
|
|
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
6,436
|
|
|
$
|
6,164
|
|
|
$
|
5,598
|
|
|
4
|
%
|
|
10
|
%
|
Europe
|
1,546
|
|
|
1,542
|
|
|
1,474
|
|
|
—
|
%
|
|
5
|
%
|
|||
South America
|
1,993
|
|
|
2,042
|
|
|
2,082
|
|
|
(2
|
)%
|
|
(2
|
)%
|
|||
Asia
|
1,619
|
|
|
1,525
|
|
|
1,414
|
|
|
6
|
%
|
|
8
|
%
|
|||
Surface Technologies
|
679
|
|
|
652
|
|
|
656
|
|
|
4
|
%
|
|
(1
|
)%
|
|||
|
$
|
12,273
|
|
|
$
|
11,925
|
|
|
$
|
11,224
|
|
|
3
|
%
|
|
6
|
%
|
Operating Profit
|
|
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
1,580
|
|
|
$
|
1,538
|
|
|
$
|
1,465
|
|
|
3
|
%
|
|
5
|
%
|
Europe
|
291
|
|
|
270
|
|
|
256
|
|
|
8
|
%
|
|
5
|
%
|
|||
South America
|
449
|
|
|
467
|
|
|
429
|
|
|
(4
|
)%
|
|
9
|
%
|
|||
Asia
|
303
|
|
|
271
|
|
|
246
|
|
|
12
|
%
|
|
10
|
%
|
|||
Surface Technologies
|
123
|
|
|
111
|
|
|
106
|
|
|
11
|
%
|
|
5
|
%
|
|||
Segment operating profit
|
2,746
|
|
|
2,657
|
|
|
2,502
|
|
|
3
|
%
|
|
6
|
%
|
|||
Venezuela currency devaluation and other charges
|
(138
|
)
|
|
(32
|
)
|
|
(65
|
)
|
|
|
|
|
|||||
Consolidated operating profit
|
$
|
2,608
|
|
|
$
|
2,625
|
|
|
$
|
2,437
|
|
|
|
|
|
(Dollar amounts in millions)
Year Ended December 31,
|
|
|
Variance
|
||||||||||||||
2014
|
|
2013
|
|
2012
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
|||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
$
|
6,436
|
|
|
$
|
6,164
|
|
|
$
|
5,598
|
|
|
4
|
%
|
|
10
|
%
|
Cost of sales, exclusive of depreciation and amortization
|
3,514
|
|
|
3,301
|
|
|
2,968
|
|
|
|
|
|
|||||
Gross margin
|
2,922
|
|
|
2,863
|
|
|
2,630
|
|
|
|
|
|
|||||
Operating expenses
|
731
|
|
|
759
|
|
|
667
|
|
|
|
|
|
|||||
Depreciation and amortization
|
611
|
|
|
566
|
|
|
498
|
|
|
|
|
|
|||||
Operating profit
|
$
|
1,580
|
|
|
$
|
1,538
|
|
|
$
|
1,465
|
|
|
3
|
%
|
|
5
|
%
|
Margin %
|
24.5
|
%
|
|
25.0
|
%
|
|
26.2
|
%
|
|
|
|
|
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||
|
|
% Change
|
|
% Change
|
||||||||
|
|
Sales
|
|
Operating Profit
|
|
Sales
|
|
Operating Profit
|
||||
Factors Contributing to Changes
|
|
|
|
|
|
|
|
|
||||
Volume
|
|
3
|
%
|
|
1
|
%
|
|
2
|
%
|
|
1
|
%
|
Price
|
|
1
|
%
|
|
5
|
%
|
|
2
|
%
|
|
8
|
%
|
Cost pass-through
|
|
1
|
%
|
|
—
|
%
|
|
1
|
%
|
|
—
|
%
|
Currency
|
|
(2
|
)%
|
|
(2
|
)%
|
|
—
|
%
|
|
—
|
%
|
Acquisitions/Divestitures
|
|
1
|
%
|
|
1
|
%
|
|
5
|
%
|
|
5
|
%
|
Other
|
|
—
|
%
|
|
(2
|
)%
|
|
—
|
%
|
|
(9
|
)%
|
|
|
4
|
%
|
|
3
|
%
|
|
10
|
%
|
|
5
|
%
|
|
|
|
|
|
|||||||||||
|
|
% of Sales
|
|
% Change*
|
|||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
|||||
Sales by End Markets
|
|
|
|
|
|
|
|
|
|
|
|||||
Manufacturing
|
|
30
|
%
|
|
30
|
%
|
|
32
|
%
|
|
3
|
%
|
|
3
|
%
|
Metals
|
|
12
|
%
|
|
13
|
%
|
|
14
|
%
|
|
1
|
%
|
|
1
|
%
|
Energy
|
|
20
|
%
|
|
19
|
%
|
|
17
|
%
|
|
9
|
%
|
|
13
|
%
|
Chemicals
|
|
10
|
%
|
|
10
|
%
|
|
11
|
%
|
|
3
|
%
|
|
4
|
%
|
Electronics
|
|
4
|
%
|
|
5
|
%
|
|
5
|
%
|
|
7
|
%
|
|
(8
|
)%
|
Healthcare
|
|
7
|
%
|
|
7
|
%
|
|
7
|
%
|
|
2
|
%
|
|
—
|
%
|
Food & Beverage
|
|
8
|
%
|
|
8
|
%
|
|
5
|
%
|
|
4
|
%
|
|
(1
|
)%
|
Aerospace
|
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
|
(1
|
)%
|
|
14
|
%
|
Other
|
|
8
|
%
|
|
7
|
%
|
|
8
|
%
|
|
8
|
%
|
|
—
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
% of Sales
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
Sales by Distribution Method
|
|
|
|
|
|
|
|||
On-Site
|
|
30
|
%
|
|
28
|
%
|
|
27
|
%
|
Merchant
|
|
36
|
%
|
|
36
|
%
|
|
35
|
%
|
Packaged Gas
|
|
32
|
%
|
|
34
|
%
|
|
36
|
%
|
Other
|
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
(Dollar amounts in millions)
Year Ended December 31,
|
|
|
Variance
|
||||||||||||||
2014
|
|
2013
|
|
2012
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
|||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
$
|
1,546
|
|
|
$
|
1,542
|
|
|
$
|
1,474
|
|
|
—
|
%
|
|
5
|
%
|
Cost of sales, exclusive of depreciation and amortization
|
868
|
|
|
881
|
|
|
841
|
|
|
|
|
|
|||||
Gross margin
|
678
|
|
|
661
|
|
|
633
|
|
|
|
|
|
|||||
Operating expenses
|
219
|
|
|
222
|
|
|
228
|
|
|
|
|
|
|||||
Depreciation and amortization
|
168
|
|
|
169
|
|
|
149
|
|
|
|
|
|
|||||
Operating profit
|
$
|
291
|
|
|
$
|
270
|
|
|
$
|
256
|
|
|
8
|
%
|
|
5
|
%
|
Margin %
|
18.8
|
%
|
|
17.5
|
%
|
|
17.4
|
%
|
|
|
|
|
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||
|
|
% Change
|
|
% Change
|
||||||||
|
|
Sales
|
|
Operating Profit
|
|
Sales
|
|
Operating Profit
|
||||
Factors Contributing to Changes
|
|
|
|
|
|
|
|
|
||||
Volume
|
|
—
|
%
|
|
2
|
%
|
|
(1
|
)%
|
|
(12
|
)%
|
Price
|
|
1
|
%
|
|
5
|
%
|
|
1
|
%
|
|
6
|
%
|
Cost pass-through
|
|
(1
|
)%
|
|
—
|
%
|
|
(1
|
)%
|
|
—
|
%
|
Currency
|
|
(1
|
)%
|
|
—
|
%
|
|
3
|
%
|
|
3
|
%
|
Acquisitions/Divestitures
|
|
1
|
%
|
|
3
|
%
|
|
3
|
%
|
|
3
|
%
|
Other
|
|
—
|
%
|
|
(2
|
)%
|
|
—
|
%
|
|
5
|
%
|
|
|
—
|
%
|
|
8
|
%
|
|
5
|
%
|
|
5
|
%
|
|
|
|
|
|
|||||||||||
|
|
% of Sales
|
|
% Change*
|
|||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
|||||
Sales by End Markets
|
|
|
|
|
|
|
|
|
|
|
|||||
Manufacturing
|
|
22
|
%
|
|
22
|
%
|
|
23
|
%
|
|
4
|
%
|
|
(4
|
)%
|
Metals
|
|
16
|
%
|
|
16
|
%
|
|
16
|
%
|
|
3
|
%
|
|
2
|
%
|
Energy
|
|
7
|
%
|
|
6
|
%
|
|
4
|
%
|
|
(4
|
)%
|
|
7
|
%
|
Chemicals
|
|
15
|
%
|
|
16
|
%
|
|
17
|
%
|
|
(9
|
)%
|
|
—
|
%
|
Electronics
|
|
7
|
%
|
|
7
|
%
|
|
8
|
%
|
|
(3
|
)%
|
|
5
|
%
|
Healthcare
|
|
11
|
%
|
|
11
|
%
|
|
11
|
%
|
|
(1
|
)%
|
|
(2
|
)%
|
Food & Beverage
|
|
9
|
%
|
|
9
|
%
|
|
9
|
%
|
|
5
|
%
|
|
—
|
%
|
Aerospace
|
|
—
|
%
|
|
1
|
%
|
|
1
|
%
|
|
(11
|
)%
|
|
—
|
%
|
Other
|
|
13
|
%
|
|
12
|
%
|
|
11
|
%
|
|
2
|
%
|
|
(6
|
)%
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
% of Sales
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
Sales by Distribution Method
|
|
|
|
|
|
|
|||
On-Site
|
|
19
|
%
|
|
20
|
%
|
|
20
|
%
|
Merchant
|
|
35
|
%
|
|
34
|
%
|
|
34
|
%
|
Packaged Gas
|
|
43
|
%
|
|
43
|
%
|
|
42
|
%
|
Other
|
|
3
|
%
|
|
3
|
%
|
|
4
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
(Dollar amounts in millions)
Year Ended December 31,
|
|
|
Variance
|
||||||||||||||
2014
|
|
2013
|
|
2012
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
|||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
$
|
1,993
|
|
|
$
|
2,042
|
|
|
$
|
2,082
|
|
|
(2
|
)%
|
|
(2
|
)%
|
Cost of sales, exclusive of depreciation and amortization
|
1,101
|
|
|
1,134
|
|
|
1,202
|
|
|
|
|
|
|||||
Gross margin
|
892
|
|
|
908
|
|
|
880
|
|
|
|
|
|
|||||
Operating expenses
|
266
|
|
|
260
|
|
|
267
|
|
|
|
|
|
|||||
Depreciation and amortization
|
177
|
|
|
181
|
|
|
184
|
|
|
|
|
|
|||||
Operating profit
|
$
|
449
|
|
|
$
|
467
|
|
|
$
|
429
|
|
|
(4
|
)%
|
|
9
|
%
|
Margin %
|
22.5
|
%
|
|
22.9
|
%
|
|
20.6
|
%
|
|
|
|
|
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||
|
|
% Change
|
|
% Change
|
||||||||
|
|
Sales
|
|
Operating Profit
|
|
Sales
|
|
Operating Profit
|
||||
Factors Contributing to Changes
|
|
|
|
|
|
|
|
|
||||
Volume
|
|
2
|
%
|
|
(2
|
)%
|
|
4
|
%
|
|
7
|
%
|
Price
|
|
4
|
%
|
|
19
|
%
|
|
3
|
%
|
|
13
|
%
|
Cost pass-through
|
|
1
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Currency
|
|
(9
|
)%
|
|
(10
|
)%
|
|
(9
|
)%
|
|
(9
|
)%
|
Acquisitions/Divestitures
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Other
|
|
—
|
%
|
|
(11
|
)%
|
|
—
|
%
|
|
(2
|
)%
|
|
|
(2
|
)%
|
|
(4
|
)%
|
|
(2
|
)%
|
|
9
|
%
|
|
|
|
|
|
|||||||||||
|
|
% of Sales
|
|
% Change*
|
|||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
|||||
Sales by End Markets
|
|
|
|
|
|
|
|
|
|
|
|||||
Manufacturing
|
|
21
|
%
|
|
21
|
%
|
|
22
|
%
|
|
3
|
%
|
|
3
|
%
|
Metals
|
|
27
|
%
|
|
29
|
%
|
|
28
|
%
|
|
2
|
%
|
|
10
|
%
|
Energy
|
|
2
|
%
|
|
2
|
%
|
|
4
|
%
|
|
23
|
%
|
|
(4
|
)%
|
Chemicals
|
|
9
|
%
|
|
9
|
%
|
|
6
|
%
|
|
10
|
%
|
|
20
|
%
|
Electronics
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Healthcare
|
|
18
|
%
|
|
17
|
%
|
|
16
|
%
|
|
9
|
%
|
|
10
|
%
|
Food & Beverage
|
|
13
|
%
|
|
12
|
%
|
|
12
|
%
|
|
16
|
%
|
|
8
|
%
|
Aerospace
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Other
|
|
10
|
%
|
|
10
|
%
|
|
12
|
%
|
|
2
|
%
|
|
(1
|
)%
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
% of Sales
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
Sales by Distribution Method
|
|
|
|
|
|
|
|||
On-Site
|
|
26
|
%
|
|
25
|
%
|
|
23
|
%
|
Merchant
|
|
43
|
%
|
|
43
|
%
|
|
43
|
%
|
Packaged Gas
|
|
29
|
%
|
|
30
|
%
|
|
31
|
%
|
Other
|
|
2
|
%
|
|
2
|
%
|
|
3
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
(Dollar amounts in millions)
Year Ended December 31,
|
|
|
Variance
|
||||||||||||||
2014
|
|
2013
|
|
2012
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
|||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
$
|
1,619
|
|
|
$
|
1,525
|
|
|
$
|
1,414
|
|
|
6
|
%
|
|
8
|
%
|
Cost of sales, exclusive of depreciation and amortization
|
1,041
|
|
|
1,005
|
|
|
952
|
|
|
|
|
|
|||||
Gross margin
|
578
|
|
|
520
|
|
|
462
|
|
|
|
|
|
|||||
Operating expenses
|
105
|
|
|
99
|
|
|
89
|
|
|
|
|
|
|||||
Depreciation and amortization
|
170
|
|
|
150
|
|
|
127
|
|
|
|
|
|
|||||
Operating profit
|
$
|
303
|
|
|
$
|
271
|
|
|
$
|
246
|
|
|
12
|
%
|
|
10
|
%
|
Margin %
|
18.7
|
%
|
|
17.8
|
%
|
|
17.4
|
%
|
|
|
|
|
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||
|
|
% Change
|
|
% Change
|
||||||||
|
|
Sales
|
|
Operating Profit
|
|
Sales
|
|
Operating Profit
|
||||
Factors Contributing to Changes
|
|
|
|
|
|
|
|
|
||||
Volume / Equipment
|
|
7
|
%
|
|
6
|
%
|
|
10
|
%
|
|
14
|
%
|
Price
|
|
1
|
%
|
|
5
|
%
|
|
(1
|
)%
|
|
(4
|
)%
|
Cost pass-through
|
|
(1
|
)%
|
|
—
|
%
|
|
(1
|
)%
|
|
—
|
%
|
Currency
|
|
(1
|
)%
|
|
(1
|
)%
|
|
—
|
%
|
|
—
|
%
|
Other
|
|
—
|
%
|
|
2
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
6
|
%
|
|
12
|
%
|
|
8
|
%
|
|
10
|
%
|
|
|
|
|
|
|||||||||||
|
|
% of Sales
|
|
% Change*
|
|||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
|||||
Sales by End Markets
|
|
|
|
|
|
|
|
|
|
|
|||||
Manufacturing
|
|
10
|
%
|
|
11
|
%
|
|
12
|
%
|
|
(2
|
)%
|
|
1
|
%
|
Metals
|
|
28
|
%
|
|
27
|
%
|
|
25
|
%
|
|
13
|
%
|
|
15
|
%
|
Energy
|
|
3
|
%
|
|
2
|
%
|
|
1
|
%
|
|
57
|
%
|
|
172
|
%
|
Chemicals
|
|
12
|
%
|
|
13
|
%
|
|
11
|
%
|
|
(2
|
)%
|
|
19
|
%
|
Electronics
|
|
31
|
%
|
|
34
|
%
|
|
37
|
%
|
|
—
|
%
|
|
—
|
%
|
Healthcare
|
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
|
—
|
%
|
|
—
|
%
|
Food & Beverage
|
|
2
|
%
|
|
2
|
%
|
|
3
|
%
|
|
1
|
%
|
|
(18
|
)%
|
Aerospace
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Other
|
|
13
|
%
|
|
10
|
%
|
|
10
|
%
|
|
35
|
%
|
|
18
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
% of Sales
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
Sales by Distribution Method
|
|
|
|
|
|
|
|||
On-Site
|
|
51
|
%
|
|
48
|
%
|
|
43
|
%
|
Merchant
|
|
29
|
%
|
|
29
|
%
|
|
29
|
%
|
Packaged Gas
|
|
12
|
%
|
|
11
|
%
|
|
12
|
%
|
Other
|
|
8
|
%
|
|
12
|
%
|
|
16
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
(Dollar amounts in millions)
Year Ended December 31,
|
|
|
Variance
|
||||||||||||||
2014
|
|
2013
|
|
2012
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
|||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
$
|
679
|
|
|
$
|
652
|
|
|
$
|
656
|
|
|
4
|
%
|
|
(1
|
)%
|
Cost of sales, exclusive of depreciation and amortization
|
438
|
|
|
423
|
|
|
433
|
|
|
|
|
|
|||||
Gross margin
|
241
|
|
|
229
|
|
|
223
|
|
|
|
|
|
|||||
Operating expenses
|
75
|
|
|
75
|
|
|
74
|
|
|
|
|
|
|||||
Depreciation and amortization
|
43
|
|
|
43
|
|
|
43
|
|
|
|
|
|
|||||
Operating profit
|
$
|
123
|
|
|
$
|
111
|
|
|
$
|
106
|
|
|
11
|
%
|
|
5
|
%
|
|
18.1
|
%
|
|
17.0
|
%
|
|
16.2
|
%
|
|
|
|
|
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||
|
|
% Change
|
|
% Change
|
||||||||
|
|
Sales
|
|
Operating Profit
|
|
Sales
|
|
Operating Profit
|
||||
Factors Contributing to Changes
|
|
|
|
|
|
|
|
|
||||
Volume/Price
|
|
1
|
%
|
|
6
|
%
|
|
—
|
%
|
|
2
|
%
|
Cost pass-through
|
|
—
|
%
|
|
—
|
%
|
|
(1
|
)%
|
|
—
|
%
|
Currency
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Acquisitions/Divestitures
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Other*
|
|
3
|
%
|
|
5
|
%
|
|
—
|
%
|
|
3
|
%
|
|
|
4
|
%
|
|
11
|
%
|
|
(1
|
)%
|
|
5
|
%
|
|
|
|
|
|
|||||||||||
|
|
% of Sales
|
|
% Change*
|
|||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
|||||
Sales by End Markets
|
|
|
|
|
|
|
|
|
|
|
|||||
Manufacturing
|
|
13
|
%
|
|
13
|
%
|
|
14
|
%
|
|
1
|
%
|
|
(2
|
)%
|
Metals
|
|
8
|
%
|
|
8
|
%
|
|
8
|
%
|
|
3
|
%
|
|
4
|
%
|
Energy
|
|
28
|
%
|
|
28
|
%
|
|
28
|
%
|
|
2
|
%
|
|
—
|
%
|
Chemicals
|
|
2
|
%
|
|
2
|
%
|
|
3
|
%
|
|
—
|
%
|
|
(9
|
)%
|
Electronics
|
|
1
|
%
|
|
1
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Healthcare
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
1
|
%
|
|
—
|
%
|
Food & Beverage
|
|
3
|
%
|
|
3
|
%
|
|
3
|
%
|
|
3
|
%
|
|
(3
|
)%
|
Aerospace
|
|
34
|
%
|
|
34
|
%
|
|
34
|
%
|
|
3
|
%
|
|
(1
|
)%
|
Other
|
|
11
|
%
|
|
11
|
%
|
|
10
|
%
|
|
9
|
%
|
|
2
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
Percent of
2014
Consolidated
Sales
|
|
Statements of Income
|
|
Balance Sheets
|
||||||||||||
|
Average Year Ended December 31,
|
|
December 31,
|
||||||||||||||
Currency
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
||||||||
Brazilian real
|
13
|
%
|
|
2.35
|
|
|
2.15
|
|
|
1.95
|
|
|
2.66
|
|
|
2.34
|
|
Euro
|
12
|
%
|
|
0.75
|
|
|
0.75
|
|
|
0.78
|
|
|
0.83
|
|
|
0.73
|
|
Canadian dollar
|
8
|
%
|
|
1.10
|
|
|
1.03
|
|
|
1.00
|
|
|
1.16
|
|
|
1.06
|
|
Mexican peso
|
6
|
%
|
|
13.30
|
|
|
12.76
|
|
|
13.24
|
|
|
14.75
|
|
|
13.04
|
|
Chinese yuan
|
5
|
%
|
|
6.16
|
|
|
6.16
|
|
|
6.31
|
|
|
6.21
|
|
|
6.05
|
|
Indian rupee
|
3
|
%
|
|
61.03
|
|
|
58.31
|
|
|
53.46
|
|
|
63.04
|
|
|
61.80
|
|
Korean won
|
3
|
%
|
|
1,053
|
|
|
1,094
|
|
|
1,132
|
|
|
1,094
|
|
|
1,050
|
|
Norwegian krone
|
1
|
%
|
|
6.28
|
|
|
5.87
|
|
|
5.81
|
|
|
7.45
|
|
|
6.07
|
|
Colombia peso
|
1
|
%
|
|
1,994
|
|
|
1,868
|
|
|
1,797
|
|
|
2,392
|
|
|
1,927
|
|
Venezuelan bolivar fuerte ("VEF") (a)
|
1
|
%
|
|
6.30
|
|
|
5.97
|
|
|
4.30
|
|
|
50.00
|
|
|
6.30
|
|
Argentine peso
|
<1%
|
|
|
8.10
|
|
|
5.45
|
|
|
4.54
|
|
|
8.55
|
|
|
6.52
|
|
Russian ruble
|
<1%
|
|
|
37.77
|
|
|
31.82
|
|
|
31.02
|
|
|
60.74
|
|
|
32.87
|
|
Thailand bhat
|
<1%
|
|
|
32.48
|
|
|
30.69
|
|
|
31.11
|
|
|
32.91
|
|
|
32.71
|
|
(a)
|
See Note 2 to the consolidated financial statements.
|
(b)
|
Non-GAAP measures. See the “Non-GAAP Financial Measures” section for definitions and reconciliations to reported amounts.
|
(Millions of dollars)
|
Due or expiring by December 31,
|
||||||||||||||||||||||||||
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
||||||||||||||
Long-term debt obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Debt and capitalized lease maturities (Note 11)*
|
$
|
2
|
|
|
$
|
407
|
|
|
$
|
775
|
|
|
$
|
1,083
|
|
|
$
|
2,008
|
|
|
$
|
4,396
|
|
|
$
|
8,671
|
|
Contractual interest
|
209
|
|
|
191
|
|
|
176
|
|
|
159
|
|
|
130
|
|
|
600
|
|
|
1,465
|
|
|||||||
Operating leases (Note 4)*
|
122
|
|
|
109
|
|
|
91
|
|
|
75
|
|
|
60
|
|
|
60
|
|
|
517
|
|
|||||||
Retirement obligations
|
55
|
|
|
32
|
|
|
34
|
|
|
35
|
|
|
37
|
|
|
163
|
|
|
356
|
|
|||||||
Unconditional purchase obligations (Note 17)*
|
543
|
|
|
491
|
|
|
460
|
|
|
445
|
|
|
393
|
|
|
3,021
|
|
|
5,353
|
|
|||||||
Construction commitments
(Note 17)*
|
954
|
|
|
404
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,385
|
|
|||||||
Total Contractual Obligations
|
$
|
1,885
|
|
|
$
|
1,634
|
|
|
$
|
1,563
|
|
|
$
|
1,797
|
|
|
$
|
2,628
|
|
|
$
|
8,240
|
|
|
$
|
17,747
|
|
(Dollar amounts in millions, except for per share data)
Year ended December 31,
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Performance Measures:
|
|
|
|
|
|
|
|
|
|
||||||||||
After-tax return on capital ("ROC")
|
12.7
|
%
|
|
12.8
|
%
|
|
13.9
|
%
|
|
14.8
|
%
|
|
14.5
|
%
|
|||||
Return on equity ("ROE")
|
28.7
|
%
|
|
28.6
|
%
|
|
28.9
|
%
|
|
28.1
|
%
|
|
26.4
|
%
|
|||||
Debt-to-capital
|
59.6
|
%
|
|
54.3
|
%
|
|
51.9
|
%
|
|
51.8
|
%
|
|
47.3
|
%
|
|||||
Debt-to-adjusted EBITDA
|
2.3
|
|
|
2.2
|
|
|
1.9
|
|
|
1.7
|
|
|
1.6
|
|
|||||
Adjusted Amounts:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating profit
|
$
|
2,746
|
|
|
$
|
2,657
|
|
|
$
|
2,502
|
|
|
$
|
2,469
|
|
|
$
|
2,167
|
|
As a percent of sales
|
22.4
|
%
|
|
22.3
|
%
|
|
22.3
|
%
|
|
21.9
|
%
|
|
21.4
|
%
|
|||||
EBITDA
|
$
|
3,958
|
|
|
$
|
3,804
|
|
|
$
|
3,537
|
|
|
$
|
3,512
|
|
|
$
|
3,130
|
|
EBITDA Margin
|
32.2
|
%
|
|
31.9
|
%
|
|
31.5
|
%
|
|
31.2
|
%
|
|
30.9
|
%
|
|||||
Interest expense - net
|
$
|
177
|
|
|
$
|
160
|
|
|
$
|
141
|
|
|
$
|
145
|
|
|
$
|
118
|
|
Effective tax rate
|
27.5
|
%
|
|
28.0
|
%
|
|
28.0
|
%
|
|
27.8
|
%
|
|
27.9
|
%
|
|||||
Noncontrolling interests
|
$
|
(52
|
)
|
|
$
|
(65
|
)
|
|
$
|
(54
|
)
|
|
$
|
(51
|
)
|
|
$
|
(39
|
)
|
Net income – Praxair, Inc.
|
$
|
1,852
|
|
|
$
|
1,772
|
|
|
$
|
1,681
|
|
|
$
|
1,666
|
|
|
$
|
1,476
|
|
Diluted earnings per share
|
$
|
6.27
|
|
|
$
|
5.93
|
|
|
$
|
5.57
|
|
|
$
|
5.43
|
|
|
$
|
4.74
|
|
(a)
|
Tax benefit on adjusted interest expense is computed using the effective rate adjusted for non-recurring income tax benefits and charges. The effective tax rates used for all periods was
28%
.
|
(Dollar amounts in millions)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Year Ended December 31,
|
|
|
|
|
|||||||||||||||
Total debt
|
$
|
9,258
|
|
|
$
|
8,811
|
|
|
$
|
7,362
|
|
|
$
|
6,562
|
|
|
$
|
5,557
|
|
Less: cash and cash equivalents
|
(126
|
)
|
|
(138
|
)
|
|
(157
|
)
|
|
(90
|
)
|
|
(39
|
)
|
|||||
Net debt
|
9,132
|
|
|
8,673
|
|
|
7,205
|
|
|
6,472
|
|
|
5,518
|
|
|||||
Equity and redeemable noncontrolling interests
|
|
|
|
|
|
|
|
|
|
||||||||||
Redeemable noncontrolling interests
|
176
|
|
|
307
|
|
|
252
|
|
|
220
|
|
|
—
|
|
|||||
Praxair, Inc. shareholders’ equity
|
5,623
|
|
|
6,609
|
|
|
6,064
|
|
|
5,488
|
|
|
5,792
|
|
|||||
Noncontrolling interests
|
387
|
|
|
394
|
|
|
357
|
|
|
309
|
|
|
353
|
|
|||||
Total equity and redeemable noncontrolling interests
|
6,186
|
|
|
7,310
|
|
|
6,673
|
|
|
6,017
|
|
|
6,145
|
|
|||||
Total capital
|
$
|
15,318
|
|
|
$
|
15,983
|
|
|
$
|
13,878
|
|
|
$
|
12,489
|
|
|
$
|
11,663
|
|
Debt-to-capital ratio
|
59.6
|
%
|
|
54.3
|
%
|
|
51.9
|
%
|
|
51.8
|
%
|
|
47.3
|
%
|
(Dollar amounts in millions)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Year Ended December 31,
|
|
|
|
|
|||||||||||||||
Adjusted net income - Praxair, Inc. (see below)
|
$
|
1,852
|
|
|
$
|
1,772
|
|
|
$
|
1,681
|
|
|
$
|
1,666
|
|
|
$
|
1,476
|
|
Add: adjusted noncontrolling interests (see below)
|
52
|
|
|
65
|
|
|
54
|
|
|
51
|
|
|
39
|
|
|||||
Add: adjusted interest expense - net
|
177
|
|
|
160
|
|
|
141
|
|
|
145
|
|
|
118
|
|
|||||
Add: adjusted income taxes (see below)
|
707
|
|
|
698
|
|
|
660
|
|
|
647
|
|
|
572
|
|
|||||
Add: depreciation and amortization
|
1,170
|
|
|
1,109
|
|
|
1,001
|
|
|
1,003
|
|
|
925
|
|
|||||
Adjusted EBITDA
|
$
|
3,958
|
|
|
$
|
3,804
|
|
|
$
|
3,537
|
|
|
$
|
3,512
|
|
|
$
|
3,130
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reported Sales
|
$
|
12,273
|
|
|
$
|
11,925
|
|
|
$
|
11,224
|
|
|
$
|
11,252
|
|
|
$
|
10,116
|
|
Adjusted EBITDA Margin
|
32.2
|
%
|
|
31.9
|
%
|
|
31.5
|
%
|
|
31.2
|
%
|
|
30.9
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning Praxair, Inc. net debt
|
$
|
8,673
|
|
|
$
|
7,205
|
|
|
$
|
6,472
|
|
|
$
|
5,518
|
|
|
$
|
5,010
|
|
First quarter ending Praxair, Inc. net debt
|
$
|
9,126
|
|
|
$
|
8,563
|
|
|
$
|
6,749
|
|
|
$
|
5,752
|
|
|
$
|
5,028
|
|
Second quarter ending Praxair, Inc. net debt
|
$
|
8,992
|
|
|
$
|
9,004
|
|
|
$
|
6,891
|
|
|
$
|
6,039
|
|
|
$
|
4,978
|
|
Third quarter ending Praxair, Inc. net debt
|
$
|
8,953
|
|
|
$
|
8,892
|
|
|
$
|
7,028
|
|
|
$
|
6,185
|
|
|
$
|
5,006
|
|
Year-End ending Praxair, Inc. net debt
|
$
|
9,132
|
|
|
$
|
8,673
|
|
|
$
|
7,205
|
|
|
$
|
6,472
|
|
|
$
|
5,518
|
|
Five-quarter average Praxair, Inc. net debt
|
$
|
8,975
|
|
|
$
|
8,467
|
|
|
$
|
6,869
|
|
|
$
|
5,993
|
|
|
$
|
5,108
|
|
Debt-to- adjusted EBITDA ratio
|
2.3
|
|
|
2.2
|
|
|
1.9
|
|
|
1.7
|
|
|
1.6
|
|
(Dollar amounts in millions, except per share data)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Year Ended December 31,
|
|
|
|
|
|||||||||||||||
Adjusted Operating Profit and Margin
|
|
|
|
|
|
|
|
|
|
||||||||||
Reported operating profit
|
$
|
2,608
|
|
|
$
|
2,625
|
|
|
$
|
2,437
|
|
|
$
|
2,468
|
|
|
$
|
2,082
|
|
Add: Pension settlement charge
|
7
|
|
|
9
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|||||
Add: Venezuela currency devaluation
|
131
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|||||
Add: Cost reduction program
|
—
|
|
|
—
|
|
|
56
|
|
|
40
|
|
|
—
|
|
|||||
Less: Net gain on acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|||||
Add: US homecare divestiture
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|||||
Total adjustments
|
138
|
|
|
32
|
|
|
65
|
|
|
1
|
|
|
85
|
|
|||||
Adjusted operating profit
|
$
|
2,746
|
|
|
$
|
2,657
|
|
|
$
|
2,502
|
|
|
$
|
2,469
|
|
|
$
|
2,167
|
|
Reported percent change
|
(1
|
)%
|
|
8
|
%
|
|
(1
|
)%
|
|
19
|
%
|
|
32
|
%
|
|||||
Adjusted percent change
|
3
|
%
|
|
6
|
%
|
|
1
|
%
|
|
14
|
%
|
|
15
|
%
|
|||||
Reported sales
|
$
|
12,273
|
|
|
$
|
11,925
|
|
|
$
|
11,224
|
|
|
$
|
11,252
|
|
|
$
|
10,116
|
|
Reported operating profit margin
|
21.2
|
%
|
|
22.0
|
%
|
|
21.7
|
%
|
|
21.9
|
%
|
|
20.6
|
%
|
|||||
Adjusted operating profit margin
|
22.4
|
%
|
|
22.3
|
%
|
|
22.3
|
%
|
|
21.9
|
%
|
|
21.4
|
%
|
(Dollar amounts in millions, except per share data)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Year Ended December 31,
|
|
|
|
|
|||||||||||||||
Adjusted Interest Expense - Net
|
|
|
|
|
|
|
|
|
|
||||||||||
Reported interest expense
|
213
|
|
|
178
|
|
|
141
|
|
|
145
|
|
|
118
|
|
|||||
Less: Bond redemption
|
(36
|
)
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted interest expense - net
|
$
|
177
|
|
|
$
|
160
|
|
|
$
|
141
|
|
|
$
|
145
|
|
|
$
|
118
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted Income Taxes and Effective Tax Rate
|
|
|
|
|
|
|
|
|
|
||||||||||
Reported income taxes
|
$
|
691
|
|
|
$
|
649
|
|
|
$
|
586
|
|
|
$
|
641
|
|
|
$
|
768
|
|
Add: Bond redemption
|
14
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Add: Income tax benefits
|
—
|
|
|
40
|
|
|
55
|
|
|
—
|
|
|
—
|
|
|||||
Add: Pension settlement charge
|
2
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|||||
Add: Venezuela currency devaluation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Add: Cost reduction program
|
—
|
|
|
—
|
|
|
16
|
|
|
9
|
|
|
—
|
|
|||||
Less: Spanish income tax settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(250
|
)
|
|||||
Less: Net gain on acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|||||
Add: US homecare divestiture
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|||||
Add: Repatriation tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|||||
Total adjustments
|
16
|
|
|
49
|
|
|
74
|
|
|
6
|
|
|
(196
|
)
|
|||||
Adjusted income taxes
|
$
|
707
|
|
|
$
|
698
|
|
|
$
|
660
|
|
|
$
|
647
|
|
|
$
|
572
|
|
Reported income before income taxes and equity investments
|
$
|
2,395
|
|
|
$
|
2,447
|
|
|
$
|
2,296
|
|
|
$
|
2,323
|
|
|
$
|
1,964
|
|
Add: Bond redemption
|
36
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Add: Pension settlement charge
|
7
|
|
|
9
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|||||
Add: Venezuela currency devaluation
|
131
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|||||
Add: Cost reduction program
|
—
|
|
|
—
|
|
|
56
|
|
|
40
|
|
|
—
|
|
|||||
Less: Net gain on acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|||||
Add: US homecare divestiture
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|||||
Total adjustments
|
174
|
|
|
50
|
|
|
65
|
|
|
1
|
|
|
85
|
|
|||||
Adjusted income before income taxes and equity investments
|
$
|
2,569
|
|
|
$
|
2,497
|
|
|
$
|
2,361
|
|
|
$
|
2,324
|
|
|
$
|
2,049
|
|
Adjusted effective tax rate
|
27.5
|
%
|
|
28.0
|
%
|
|
28.0
|
%
|
|
27.8
|
%
|
|
27.9
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted Noncontrolling Interests
|
|
|
|
|
|
|
|
|
|
||||||||||
Reported noncontrolling interests
|
$
|
52
|
|
|
$
|
81
|
|
|
$
|
52
|
|
|
$
|
50
|
|
|
$
|
39
|
|
Less: Income tax benefits
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Add: Cost reduction program
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|||||
Add: Net gain on acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|||||
Total adjustments
|
—
|
|
|
(16
|
)
|
|
2
|
|
|
1
|
|
|
—
|
|
|||||
Adjusted noncontrolling interests
|
$
|
52
|
|
|
$
|
65
|
|
|
$
|
54
|
|
|
$
|
51
|
|
|
$
|
39
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted Net Income – Praxair, Inc.
|
|
|
|
|
|
|
|
|
|
||||||||||
Reported net income – Praxair, Inc.
|
$
|
1,694
|
|
|
$
|
1,755
|
|
|
$
|
1,692
|
|
|
$
|
1,672
|
|
|
$
|
1,195
|
|
Add: Bond redemption
|
22
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Less: Income tax benefits
|
—
|
|
|
(24
|
)
|
|
(55
|
)
|
|
—
|
|
|
—
|
|
|||||
Add: Pension settlement charge
|
5
|
|
|
6
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|||||
Add: Venezuela currency devaluation
|
131
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|||||
Add: Cost reduction program
|
—
|
|
|
—
|
|
|
38
|
|
|
31
|
|
|
—
|
|
|||||
Less: Net gain on acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
|
—
|
|
|||||
Add: Spanish tax settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250
|
|
|||||
Add: US homecare divestiture
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40
|
|
(Dollar amounts in millions, except per share data)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Year Ended December 31,
|
|
|
|
|
|||||||||||||||
Less: Repatriation tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
|||||
Total adjustments
|
158
|
|
|
17
|
|
|
(11
|
)
|
|
(6
|
)
|
|
281
|
|
|||||
Adjusted net income – Praxair, Inc.
|
$
|
1,852
|
|
|
$
|
1,772
|
|
|
$
|
1,681
|
|
|
$
|
1,666
|
|
|
$
|
1,476
|
|
Reported percent change
|
(3
|
)%
|
|
4
|
%
|
|
1
|
%
|
|
40
|
%
|
|
(5
|
)%
|
|||||
Adjusted percent change
|
5
|
%
|
|
5
|
%
|
|
1
|
%
|
|
13
|
%
|
|
18
|
%
|
(Dollar amounts in millions, except per share data)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Year Ended December 31,
|
|
|
|
|
|||||||||||||||
Adjusted Diluted Earnings Per Share
|
|
|
|
|
|
|
|
|
|
||||||||||
Reported diluted earnings per share
|
$
|
5.73
|
|
|
$
|
5.87
|
|
|
$
|
5.61
|
|
|
$
|
5.45
|
|
|
$
|
3.84
|
|
Add: Bond redemption
|
0.07
|
|
|
0.04
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Less: Income tax benefits
|
—
|
|
|
(0.08
|
)
|
|
(0.18
|
)
|
|
—
|
|
|
—
|
|
|||||
Add: Pension settlement charge
|
0.02
|
|
|
0.02
|
|
|
0.02
|
|
|
—
|
|
|
—
|
|
|||||
Add: Venezuela currency devaluation
|
0.45
|
|
|
0.08
|
|
|
—
|
|
|
—
|
|
|
0.08
|
|
|||||
Add: Cost reduction program
|
—
|
|
|
—
|
|
|
0.12
|
|
|
0.10
|
|
|
—
|
|
|||||
Less: Net gain on acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.12
|
)
|
|
—
|
|
|||||
Add: Spanish income tax settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.80
|
|
|||||
Add: US homecare divestiture
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.13
|
|
|||||
Less: Repatriation tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.11
|
)
|
|||||
Total adjustments
|
0.54
|
|
|
0.06
|
|
|
(0.04
|
)
|
|
(0.02
|
)
|
|
0.90
|
|
|||||
Adjusted diluted earnings per share
|
$
|
6.27
|
|
|
$
|
5.93
|
|
|
$
|
5.57
|
|
|
$
|
5.43
|
|
|
$
|
4.74
|
|
Reported percent change
|
(2
|
)%
|
|
5
|
%
|
|
3
|
%
|
|
42
|
%
|
|
(4
|
)%
|
|||||
Adjusted percent change
|
6
|
%
|
|
6
|
%
|
|
3
|
%
|
|
15
|
%
|
|
19
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2015 Diluted Earnings Per Share Outlook
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Low
End
|
|
High
End
|
|
|
|
|
|
|
||||||||||
2015 diluted EPS outlook
|
$6.15
|
|
$6.50
|
|
|
|
|
|
|
||||||||||
2014 adjusted diluted EPS (see above)
|
$6.27
|
|
$6.27
|
|
|
|
|
|
|
||||||||||
Percentage change
|
(2
|
)%
|
|
4
|
%
|
|
|
|
|
|
|
|
|
|
Page
|
|
|
Audited Consolidated Financial Statements
|
|
|
|
Notes to Consolidated Financial Statements
|
|
/s/ S
TEPHEN
F. A
NGEL
|
|
/s/ E
LIZABETH
T. H
IRSCH
|
Stephen F. Angel
Chairman, President and
Chief Executive Officer
|
|
Elizabeth T. Hirsch
Vice President and Controller
|
/s/ M
ATTHEW
J. W
HITE
|
|
|
Matthew J. White
Senior Vice President and
Chief Financial Officer
|
|
Danbury, Connecticut
February 25, 2015
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Sales
|
$
|
12,273
|
|
|
$
|
11,925
|
|
|
$
|
11,224
|
|
Cost of sales, exclusive of depreciation and amortization
|
6,962
|
|
|
6,744
|
|
|
6,396
|
|
|||
Selling, general and administrative
|
1,308
|
|
|
1,349
|
|
|
1,270
|
|
|||
Depreciation and amortization
|
1,170
|
|
|
1,109
|
|
|
1,001
|
|
|||
Research and development
|
96
|
|
|
98
|
|
|
98
|
|
|||
Venezuela currency devaluation and other charges – net
|
138
|
|
|
32
|
|
|
65
|
|
|||
Other income (expenses) – net
|
9
|
|
|
32
|
|
|
43
|
|
|||
Operating Profit
|
2,608
|
|
|
2,625
|
|
|
2,437
|
|
|||
Interest expense – net
|
213
|
|
|
178
|
|
|
141
|
|
|||
Income Before Income Taxes and Equity Investments
|
2,395
|
|
|
2,447
|
|
|
2,296
|
|
|||
Income taxes
|
691
|
|
|
649
|
|
|
586
|
|
|||
Income Before Equity Investments
|
1,704
|
|
|
1,798
|
|
|
1,710
|
|
|||
Income from equity investments
|
42
|
|
|
38
|
|
|
34
|
|
|||
Net Income (Including Noncontrolling Interests)
|
1,746
|
|
|
1,836
|
|
|
1,744
|
|
|||
Less: noncontrolling interests
|
(52
|
)
|
|
(81
|
)
|
|
(52
|
)
|
|||
Net Income – Praxair, Inc.
|
$
|
1,694
|
|
|
$
|
1,755
|
|
|
$
|
1,692
|
|
|
|
|
|
|
|
||||||
Per Share Data – Praxair, Inc. Shareholders
|
|
|
|
|
|
||||||
Basic earnings per share
|
$
|
5.79
|
|
|
$
|
5.94
|
|
|
$
|
5.67
|
|
Diluted earnings per share
|
$
|
5.73
|
|
|
$
|
5.87
|
|
|
$
|
5.61
|
|
|
|
|
|
|
|
||||||
Weighted Average Shares Outstanding (000’s):
|
|
|
|
|
|
||||||
Basic shares outstanding
|
292,494
|
|
|
295,523
|
|
|
298,316
|
|
|||
Diluted shares outstanding
|
295,608
|
|
|
298,965
|
|
|
301,845
|
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
NET INCOME (INCLUDING NONCONTROLLING INTERESTS)
|
$
|
1,746
|
|
|
$
|
1,836
|
|
|
$
|
1,744
|
|
|
|
|
|
|
|
||||||
OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
||||||
Translation adjustments:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(1,087
|
)
|
|
(474
|
)
|
|
(13
|
)
|
|||
Reclassifications to net income
|
(5
|
)
|
|
—
|
|
|
—
|
|
|||
Income Taxes
|
(4
|
)
|
|
27
|
|
|
17
|
|
|||
Translation adjustments
|
(1,096
|
)
|
|
(447
|
)
|
|
4
|
|
|||
Funded status - retirement obligations (Note 16):
|
|
|
|
|
|
||||||
Retirement program remeasurements
|
(318
|
)
|
|
408
|
|
|
(228
|
)
|
|||
Reclassifications to net income
|
59
|
|
|
95
|
|
|
71
|
|
|||
Income taxes
|
95
|
|
|
(180
|
)
|
|
49
|
|
|||
Funded status - retirement obligations
|
(164
|
)
|
|
323
|
|
|
(108
|
)
|
|||
Derivative instruments (Note 12):
|
|
|
|
|
|
||||||
Current year unrealized gain (loss)
|
4
|
|
|
1
|
|
|
(1
|
)
|
|||
Reclassifications to net income
|
—
|
|
|
—
|
|
|
—
|
|
|||
Income taxes
|
(1
|
)
|
|
—
|
|
|
1
|
|
|||
Derivative instruments
|
3
|
|
|
1
|
|
|
—
|
|
|||
TOTAL OTHER COMPREHENSIVE LOSS
|
(1,257
|
)
|
|
(123
|
)
|
|
(104
|
)
|
|||
|
|
|
|
|
|
||||||
COMPREHENSIVE INCOME (INCLUDING NONCONTROLLING INTERESTS)
|
489
|
|
|
1,713
|
|
|
1,640
|
|
|||
Less: noncontrolling interests
|
1
|
|
|
(76
|
)
|
|
(54
|
)
|
|||
COMPREHENSIVE INCOME - PRAXAIR, INC.
|
$
|
490
|
|
|
$
|
1,637
|
|
|
$
|
1,586
|
|
December 31,
|
2014
|
|
2013
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
126
|
|
|
$
|
138
|
|
Accounts receivable – net
|
1,796
|
|
|
1,892
|
|
||
Inventories
|
551
|
|
|
506
|
|
||
Prepaid and other current assets
|
366
|
|
|
380
|
|
||
Total Current Assets
|
2,839
|
|
|
2,916
|
|
||
Property, plant and equipment – net
|
11,997
|
|
|
12,278
|
|
||
Equity investments
|
693
|
|
|
702
|
|
||
Goodwill
|
3,121
|
|
|
3,194
|
|
||
Other intangible assets – net
|
603
|
|
|
596
|
|
||
Other long-term assets
|
549
|
|
|
569
|
|
||
Total Assets
|
$
|
19,802
|
|
|
$
|
20,255
|
|
Liabilities and Equity
|
|
|
|
||||
Accounts payable
|
$
|
864
|
|
|
$
|
921
|
|
Short-term debt
|
587
|
|
|
782
|
|
||
Current portion of long-term debt
|
2
|
|
|
3
|
|
||
Accrued taxes
|
119
|
|
|
168
|
|
||
Other current liabilities
|
918
|
|
|
790
|
|
||
Total Current Liabilities
|
2,490
|
|
|
2,664
|
|
||
Long-term debt
|
8,669
|
|
|
8,026
|
|
||
Other long-term liabilities
|
1,176
|
|
|
859
|
|
||
Deferred credits
|
1,281
|
|
|
1,396
|
|
||
Total Liabilities
|
13,616
|
|
|
12,945
|
|
||
Commitments and contingencies (Note 17)
|
|
|
|
||||
Redeemable noncontrolling interests
|
176
|
|
|
307
|
|
||
Praxair, Inc. Shareholders’ Equity:
|
|
|
|
||||
Common stock $0.01 par value, authorized – 800,000,000 shares, issued
2014 and 2013 – 383,230,625 shares
|
4
|
|
|
4
|
|
||
Additional paid-in capital
|
3,994
|
|
|
3,970
|
|
||
Retained earnings
|
11,461
|
|
|
10,528
|
|
||
Accumulated other comprehensive income (loss)
|
(3,185
|
)
|
|
(1,981
|
)
|
||
Less: Treasury stock, at cost (2014 – 93,969,017 shares and
2013 – 89,096,761 shares)
|
(6,651
|
)
|
|
(5,912
|
)
|
||
Total Praxair, Inc. Shareholders’ Equity
|
5,623
|
|
|
6,609
|
|
||
Noncontrolling interests
|
387
|
|
|
394
|
|
||
Total Equity
|
6,010
|
|
|
7,003
|
|
||
Total Liabilities and Equity
|
$
|
19,802
|
|
|
$
|
20,255
|
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Increase (Decrease) in Cash and Cash Equivalents
|
|
|
|
|
|
||||||
Operations
|
|
|
|
|
|
||||||
Net income – Praxair, Inc.
|
$
|
1,694
|
|
|
$
|
1,755
|
|
|
$
|
1,692
|
|
Noncontrolling interests
|
52
|
|
|
81
|
|
|
52
|
|
|||
Net income (including noncontrolling interests)
|
$
|
1,746
|
|
|
$
|
1,836
|
|
|
$
|
1,744
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Venezuela currency devaluation and other charges-net, net of payments
|
138
|
|
|
23
|
|
|
43
|
|
|||
Depreciation and amortization
|
1,170
|
|
|
1,109
|
|
|
1,001
|
|
|||
Deferred income taxes
|
55
|
|
|
101
|
|
|
258
|
|
|||
Share-based compensation
|
51
|
|
|
70
|
|
|
70
|
|
|||
Non-cash charges and other
|
(116
|
)
|
|
(88
|
)
|
|
(127
|
)
|
|||
Working capital
|
|
|
|
|
|
||||||
Accounts receivable
|
(80
|
)
|
|
(84
|
)
|
|
(36
|
)
|
|||
Inventory
|
(42
|
)
|
|
(54
|
)
|
|
(18
|
)
|
|||
Prepaid and other current assets
|
(20
|
)
|
|
(69
|
)
|
|
(17
|
)
|
|||
Payables and accruals
|
13
|
|
|
107
|
|
|
(34
|
)
|
|||
Pension contributions
|
(18
|
)
|
|
(52
|
)
|
|
(184
|
)
|
|||
Long-term assets, liabilities and other
|
(29
|
)
|
|
18
|
|
|
52
|
|
|||
Net cash provided by operating activities
|
2,868
|
|
|
2,917
|
|
|
2,752
|
|
|||
Investing
|
|
|
|
|
|
||||||
Capital expenditures
|
(1,689
|
)
|
|
(2,020
|
)
|
|
(2,180
|
)
|
|||
Acquisitions, net of cash acquired
|
(206
|
)
|
|
(1,323
|
)
|
|
(280
|
)
|
|||
Divestitures and asset sales
|
92
|
|
|
106
|
|
|
82
|
|
|||
Net cash used for investing activities
|
(1,803
|
)
|
|
(3,237
|
)
|
|
(2,378
|
)
|
|||
Financing
|
|
|
|
|
|
||||||
Short-term debt borrowings (repayments) – net
|
(193
|
)
|
|
149
|
|
|
293
|
|
|||
Long-term debt borrowings
|
1,546
|
|
|
2,659
|
|
|
2,036
|
|
|||
Long-term debt repayments
|
(764
|
)
|
|
(1,347
|
)
|
|
(1,522
|
)
|
|||
Issuances of common stock
|
103
|
|
|
154
|
|
|
164
|
|
|||
Purchases of common stock
|
(862
|
)
|
|
(590
|
)
|
|
(623
|
)
|
|||
Cash dividends – Praxair, Inc. shareholders
|
(759
|
)
|
|
(708
|
)
|
|
(655
|
)
|
|||
Excess tax benefit on stock based compensation
|
31
|
|
|
46
|
|
|
60
|
|
|||
Noncontrolling interest transactions and other
|
(110
|
)
|
|
(35
|
)
|
|
(56
|
)
|
|||
Net cash used for financing activities
|
(1,008
|
)
|
|
328
|
|
|
(303
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(69
|
)
|
|
(27
|
)
|
|
(4
|
)
|
|||
Change in cash and cash equivalents
|
(12
|
)
|
|
(19
|
)
|
|
67
|
|
|||
Cash and cash equivalents, beginning-of-period
|
138
|
|
|
157
|
|
|
90
|
|
|||
Cash and cash equivalents, end-of-period
|
$
|
126
|
|
|
$
|
138
|
|
|
$
|
157
|
|
Supplemental Data
|
|
|
|
|
|
||||||
Income taxes paid
|
$
|
606
|
|
|
$
|
532
|
|
|
$
|
277
|
|
Interest paid, net of capitalized interest (Note 7)
|
$
|
210
|
|
|
$
|
184
|
|
|
$
|
153
|
|
|
Praxair, Inc. Shareholders’ Equity
|
|
|
|
|
||||||||||||||||||||||||||||||||
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated Other
Comprehensive
Income (Loss)
(Note 7)
|
|
Treasury Stock
|
|
Praxair, Inc.
Shareholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total Equity
|
||||||||||||||||||||||
Activity
|
Shares
|
|
Amounts
|
|
Shares
|
|
Amounts
|
|
|||||||||||||||||||||||||||||
Balance, December 31, 2011
|
382,854
|
|
|
$
|
4
|
|
|
$
|
3,809
|
|
|
$
|
8,510
|
|
|
$
|
(1,746
|
)
|
|
84,324
|
|
|
$
|
(5,089
|
)
|
|
$
|
5,488
|
|
|
$
|
309
|
|
|
$
|
5,797
|
|
Net Income
|
|
|
|
|
|
|
1,692
|
|
|
|
|
|
|
|
|
1,692
|
|
|
34
|
|
|
1,726
|
|
||||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
(106
|
)
|
|
|
|
|
|
(106
|
)
|
|
2
|
|
|
(104
|
)
|
||||||||||||||
Noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Dividends and other capital reductions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(48
|
)
|
|
(48
|
)
|
|||||||||||||||
Additions (Reductions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
44
|
|
|
44
|
|
|||||||||||||||
Reclassification to redeemable noncontrolling interests (Note 14)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
16
|
|
|
16
|
|
|||||||||||||||
Redemption value adjustments (Note 14)
|
|
|
|
|
|
|
(13
|
)
|
|
|
|
|
|
|
|
(13
|
)
|
|
|
|
(13
|
)
|
|||||||||||||||
Dividends to Praxair, Inc. common stock ($2.20 per share)
|
|
|
|
|
|
|
(655
|
)
|
|
|
|
|
|
|
|
(655
|
)
|
|
|
|
(655
|
)
|
|||||||||||||||
Issuances of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
For the dividend reinvestment and stock purchase plan
|
66
|
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
7
|
|
|
|
|
7
|
|
||||||||||||||
For employee savings and incentive plans
|
153
|
|
|
|
|
(60
|
)
|
|
|
|
|
|
(3,298
|
)
|
|
208
|
|
|
148
|
|
|
|
|
148
|
|
||||||||||||
Purchases of common stock
|
|
|
|
|
|
|
|
|
|
|
5,818
|
|
|
(630
|
)
|
|
(630
|
)
|
|
|
|
(630
|
)
|
||||||||||||||
Tax benefit from stock options
|
|
|
|
|
63
|
|
|
|
|
|
|
|
|
|
|
63
|
|
|
|
|
63
|
|
|||||||||||||||
Share-based compensation
|
|
|
|
|
70
|
|
|
|
|
|
|
|
|
|
|
70
|
|
|
|
|
70
|
|
|||||||||||||||
Balance, December 31, 2012
|
383,073
|
|
|
$
|
4
|
|
|
$
|
3,889
|
|
|
$
|
9,534
|
|
|
$
|
(1,852
|
)
|
|
86,844
|
|
|
$
|
(5,511
|
)
|
|
$
|
6,064
|
|
|
$
|
357
|
|
|
$
|
6,421
|
|
Net Income
|
|
|
|
|
|
|
1,755
|
|
|
|
|
|
|
|
|
1,755
|
|
|
57
|
|
|
1,812
|
|
||||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
(129
|
)
|
|
|
|
|
|
(129
|
)
|
|
6
|
|
|
(123
|
)
|
||||||||||||||
Noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Dividends and other capital reductions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(41
|
)
|
|
(41
|
)
|
|||||||||||||||
Additions (Reductions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
15
|
|
|
15
|
|
|||||||||||||||
Redemption value adjustments (Note 14)
|
|
|
|
|
|
|
(53
|
)
|
|
|
|
|
|
|
|
(53
|
)
|
|
|
|
(53
|
)
|
|||||||||||||||
Dividends to Praxair, Inc. common stock ($2.40 per share)
|
|
|
|
|
|
|
(708
|
)
|
|
|
|
|
|
|
|
(708
|
)
|
|
|
|
(708
|
)
|
|
Praxair, Inc. Shareholders’ Equity
|
|
|
|
|
||||||||||||||||||||||||||||||||
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated Other
Comprehensive
Income (Loss)
(Note 7)
|
|
Treasury Stock
|
|
Praxair, Inc.
Shareholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total Equity
|
||||||||||||||||||||||
Activity
|
Shares
|
|
Amounts
|
|
Shares
|
|
Amounts
|
|
|||||||||||||||||||||||||||||
Issuances of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
For the dividend reinvestment and stock purchase plan
|
47
|
|
|
|
|
5
|
|
|
|
|
|
|
(14
|
)
|
|
2
|
|
|
7
|
|
|
|
|
7
|
|
||||||||||||
For employee savings and incentive plans
|
111
|
|
|
|
|
(41
|
)
|
|
|
|
|
|
(2,767
|
)
|
|
180
|
|
|
139
|
|
|
|
|
139
|
|
||||||||||||
Purchases of common stock
|
|
|
|
|
|
|
|
|
|
|
5,034
|
|
|
(583
|
)
|
|
(583
|
)
|
|
|
|
(583
|
)
|
||||||||||||||
Tax benefit from stock options
|
|
|
|
|
47
|
|
|
|
|
|
|
|
|
|
|
47
|
|
|
|
|
47
|
|
|||||||||||||||
Share-based compensation
|
|
|
|
|
70
|
|
|
|
|
|
|
|
|
|
|
70
|
|
|
|
|
70
|
|
|||||||||||||||
Balance, December 31, 2013
|
383,231
|
|
|
$
|
4
|
|
|
$
|
3,970
|
|
|
$
|
10,528
|
|
|
$
|
(1,981
|
)
|
|
89,097
|
|
|
$
|
(5,912
|
)
|
|
$
|
6,609
|
|
|
$
|
394
|
|
|
$
|
7,003
|
|
Net Income
|
|
|
|
|
|
|
1,694
|
|
|
|
|
|
|
|
|
1,694
|
|
|
40
|
|
|
1,734
|
|
||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
(1,204
|
)
|
|
|
|
|
|
(1,204
|
)
|
|
(29
|
)
|
|
(1,233
|
)
|
||||||||||||||
Noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Dividends and other capital reductions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(28
|
)
|
|
(28
|
)
|
|||||||||||||||
Purchases of noncontrolling interests
|
|
|
|
|
(24
|
)
|
|
|
|
|
|
|
|
|
|
(24
|
)
|
|
2
|
|
|
(22
|
)
|
||||||||||||||
Additions (Reductions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
8
|
|
|
8
|
|
|||||||||||||||
Redemption value adjustments (Note 14)
|
|
|
|
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
(2
|
)
|
|
|
|
(2
|
)
|
|||||||||||||||
Dividends to Praxair, Inc. common stock ($2.60 per share)
|
|
|
|
|
|
|
(759
|
)
|
|
|
|
|
|
|
|
(759
|
)
|
|
|
|
(759
|
)
|
|||||||||||||||
Issuances of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
For the dividend reinvestment and stock purchase plan
|
|
|
|
|
|
|
|
|
|
|
|
(56
|
)
|
|
7
|
|
|
7
|
|
|
|
|
7
|
|
|||||||||||||
For employee savings and incentive plans
|
|
|
|
|
(36
|
)
|
|
|
|
|
|
(1,830
|
)
|
|
122
|
|
|
86
|
|
|
|
|
86
|
|
|||||||||||||
Purchases of common stock
|
|
|
|
|
|
|
|
|
|
|
6,758
|
|
|
(868
|
)
|
|
(868
|
)
|
|
|
|
(868
|
)
|
||||||||||||||
Tax benefit from stock options
|
|
|
|
|
33
|
|
|
|
|
|
|
|
|
|
|
33
|
|
|
|
|
33
|
|
|||||||||||||||
Share-based compensation
|
|
|
|
|
51
|
|
|
|
|
|
|
|
|
|
|
51
|
|
|
|
|
51
|
|
|||||||||||||||
Balance, December 31, 2014
|
383,231
|
|
|
$
|
4
|
|
|
$
|
3,994
|
|
|
$
|
11,461
|
|
|
$
|
(3,185
|
)
|
|
93,969
|
|
|
$
|
(6,651
|
)
|
|
$
|
5,623
|
|
|
$
|
387
|
|
|
$
|
6,010
|
|
•
|
Accounting for Cumulative Translation Adjustment -
In March 2013, the Financial Accounting Standards Board ("FASB") issued updated guidance on the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity, or as a result of acquisitions achieved in stages. The adoption of this guidance did not have a significant impact on the condensed consolidated financial statements.
|
•
|
Presentation of Unrecognized Tax Benefits -
In July 2013, the FASB issued updated guidance on the presentation of unrecognized tax benefits. The new guidance requires an entity to present certain unrecognized tax benefits, or a portion thereof, as a reduction to the related deferred tax asset, primarily for loss and tax credit carryforwards. The adoption of this guidance did not have a significant impact on the condensed consolidated financial statements.
|
•
|
Reporting Discontinued Operations
– In April 2014, the FASB issued updated guidance on the reporting and disclosures of discontinued operations. The new guidance requires that the disposal of a component of an entity be reported as discontinued operations only if the action represents a strategic shift that will have a major effect on an entity’s operations and financial results, and would require expanded disclosures. Praxair does not expect this requirement to have a significant impact on the consolidated financial statements. This guidance will be effective for Praxair beginning in the first quarter of 2015.
|
•
|
Revenue Recognition
– In May 2014, the FASB issued updated guidance on the reporting and disclosure of revenue. The new guidance requires the evaluation of contracts with customers to determine the recognition of revenue when or as the entity satisfies a performance obligation, and would require expanded disclosures. This guidance will be effective for Praxair beginning in the first quarter 2017 and can be adopted either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Early adoption is not permitted. Praxair is currently evaluating the new guidance and the transition options and will provide updates on the expected impact to Praxair in future filings, as determined.
|
•
|
Accounting for Share-based Compensation
- In June 2014, the FASB issued updated guidance on the accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. Praxair does not expect this requirement to have a significant impact on the consolidated financial statements. This guidance will be effective for Praxair beginning in the first quarter 2016, with early adoption optional.
|
(Millions of dollars)
|
|
Severance
Costs
|
|
Costs Associated
with Exit or
Disposal
Activities
|
|
Total Cost
Reduction
Program
|
||||||
North America
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Europe
|
|
28
|
|
|
8
|
|
|
36
|
|
|||
South America
|
|
1
|
|
|
—
|
|
|
1
|
|
|||
Asia
|
|
2
|
|
|
—
|
|
|
2
|
|
|||
Surface Technologies
|
|
11
|
|
|
5
|
|
|
16
|
|
|||
Total
|
|
$
|
43
|
|
|
$
|
13
|
|
|
$
|
56
|
|
(Millions of dollars)
|
|
Severance
Costs
|
|
Costs Associated
with Exit or
Disposal
Activities
|
|
Total Cost
Reduction
Program
|
||||||
Cost reduction program charges in the third quarter of 2012
|
|
$
|
43
|
|
|
$
|
13
|
|
|
$
|
56
|
|
Less: Cash payments
|
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
|||
Less: Non-cash asset write-offs
|
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
|||
Balance December 31, 2012
|
|
$
|
30
|
|
|
$
|
4
|
|
|
$
|
34
|
|
Less: Cash payments
|
|
(16
|
)
|
|
(4
|
)
|
|
(20
|
)
|
|||
Foreign currency translation
|
|
1
|
|
|
—
|
|
|
1
|
|
|||
Balance, December 31, 2013
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
15
|
|
Less: Cash payments
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||
Foreign currency translation and other
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||
Balance, December 31, 2014
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
7
|
|
(Millions of dollars)
|
|
March 1, 2013
|
||
Trade receivables, net
|
|
$
|
17
|
|
Property, plant and equipment
|
|
199
|
|
|
Intangible assets
|
|
374
|
|
|
Deferred income taxes
|
|
(85
|
)
|
|
Other assets and (liabilities)
|
|
(28
|
)
|
|
Goodwill
|
|
618
|
|
|
Purchase price
|
|
$
|
1,095
|
|
(Millions of dollars)
|
|
||
2015
|
$
|
122
|
|
2016
|
109
|
|
|
2017
|
91
|
|
|
2018
|
75
|
|
|
2019
|
60
|
|
|
Thereafter
|
60
|
|
|
|
$
|
517
|
|
(Millions of dollars)
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
United States
|
$
|
1,004
|
|
|
$
|
890
|
|
|
$
|
880
|
|
Foreign
|
1,391
|
|
|
1,557
|
|
|
1,416
|
|
|||
Total income before income taxes
|
$
|
2,395
|
|
|
$
|
2,447
|
|
|
$
|
2,296
|
|
(a)
|
U.S. tax credits and deductions relate to manufacturing deductions and to the research and experimentation tax credit.
|
(b)
|
Primarily related to differences between the U.S. tax rate of
35%
and the statutory tax rate in the countries where Praxair operates. 2014 includes $
56 million
of tax benefits related to a reduction of uncertain tax positions as a result of a lapse of statute of limitations. Other permanent items and tax rate changes were not significant.
|
(c)
|
Impact related to non-deductible Venezuela currency devaluations in 2014 and 2013 (see Note 2).
|
(d)
|
In December of 2013, Praxair's Italian legal structure was realigned. As a result of the new structure, an income tax benefit of
$40 million
(
$24 million
net of noncontrolling interests) was recorded. The benefit is recorded as
$56 million
in foreign current tax expense and
$(96) million
included in federal deferred tax expense.
|
(e)
|
In 2011 Praxair requested a pre-filing agreement (“PFA”) with the U.S. Internal Revenue Service (“IRS”) related to a loss on a liquidated subsidiary resulting from the divestiture of the U.S. Homecare Business. During the third quarter of 2012, the IRS approved the PFA resulting in a net income tax benefit of $
(55) million
. The benefit is recorded in U.S. current federal tax expense.
|
(a)
|
Includes deferred taxes of $
342 million
and $
247 million
in
2014
and
2013
, respectively, related to pension / OPEB funded status (see Notes 7 and 16).
|
(b)
|
Includes $
179 million
and $
112 million
in
2014
and
2013
, respectively, related to research and development costs and
$67 million
and $
70 million
in 2014 and 2013, respectively, related to goodwill.
|
(c)
|
Summary of valuation allowances relating to deferred tax assets follows (millions of dollars):
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
Balance, January 1,
|
$
|
(85
|
)
|
|
$
|
(86
|
)
|
|
$
|
(107
|
)
|
|
Income tax (charge) benefit
|
(20
|
)
|
|
1
|
|
|
9
|
|
|||
|
Translation adjustments
|
6
|
|
|
—
|
|
|
—
|
|
|||
|
Other, including write-offs
|
(7
|
)
|
|
—
|
|
|
12
|
|
|||
|
Balance, December 31,
|
$
|
(106
|
)
|
|
$
|
(85
|
)
|
|
$
|
(86
|
)
|
(Millions of dollars)
|
2014
|
|
2013
|
|
2012
|
||||||
Unrecognized income tax benefits, January 1
|
$
|
121
|
|
|
$
|
142
|
|
|
$
|
163
|
|
Additions for tax positions of prior years
|
13
|
|
|
8
|
|
|
12
|
|
|||
Reductions for tax positions of prior years
|
(2
|
)
|
|
(24
|
)
|
|
(17
|
)
|
|||
Additions for current year tax positions
|
3
|
|
|
10
|
|
|
—
|
|
|||
Reductions for settlements with taxing authorities (a)
|
(3
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|||
Reductions as a result of a lapse of an applicable statute of limitations (b)
|
(56
|
)
|
|
(1
|
)
|
|
(9
|
)
|
|||
Foreign currency translation and other
|
(5
|
)
|
|
(12
|
)
|
|
(6
|
)
|
|||
Unrecognized income tax benefits, December 31
|
$
|
71
|
|
|
$
|
121
|
|
|
$
|
142
|
|
(a)
|
Settlements are uncertain tax positions that were effectively settled with the taxing authorities, including positions where the company has agreed to amend its tax returns to eliminate the uncertainty.
|
(b)
|
See note (b) to the effective tax rate reconciliation.
|
|
2014
|
|
2013
|
|
2012
|
||||||
Numerator (Millions of dollars)
|
|
|
|
|
|
||||||
Net income – Praxair, Inc.
|
$
|
1,694
|
|
|
$
|
1,755
|
|
|
$
|
1,692
|
|
Denominator (Thousands of shares)
|
|
|
|
|
|
||||||
Weighted average shares outstanding
|
291,987
|
|
|
294,994
|
|
|
297,746
|
|
|||
Shares earned and issuable under compensation plans
|
507
|
|
|
529
|
|
|
570
|
|
|||
Weighted average shares used in basic earnings per share
|
292,494
|
|
|
295,523
|
|
|
298,316
|
|
|||
Effect of dilutive securities
|
|
|
|
|
|
||||||
Stock options and awards
|
3,114
|
|
|
3,442
|
|
|
3,529
|
|
|||
Weighted average shares used in diluted earnings per share
|
295,608
|
|
|
298,965
|
|
|
301,845
|
|
|||
Basic Earnings Per Common Share
|
$
|
5.79
|
|
|
$
|
5.94
|
|
|
$
|
5.67
|
|
Diluted Earnings Per Common Share
|
$
|
5.73
|
|
|
$
|
5.87
|
|
|
$
|
5.61
|
|
(Millions of dollars)
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Selling, General and Administrative
|
|
|
|
|
|
||||||
Selling
|
$
|
572
|
|
|
$
|
567
|
|
|
$
|
547
|
|
General and administrative
|
736
|
|
|
782
|
|
|
723
|
|
|||
|
$
|
1,308
|
|
|
$
|
1,349
|
|
|
$
|
1,270
|
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Depreciation and Amortization
|
|
|
|
|
|
||||||
Depreciation
|
$
|
1,123
|
|
|
$
|
1,068
|
|
|
$
|
980
|
|
Amortization of other intangibles (Note 10)
|
47
|
|
|
41
|
|
|
21
|
|
|||
|
$
|
1,170
|
|
|
$
|
1,109
|
|
|
$
|
1,001
|
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Other Income (Expenses) – Net
|
|
|
|
|
|
||||||
Currency related net gains (losses)
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
(9
|
)
|
Partnership income
|
16
|
|
|
7
|
|
|
10
|
|
|||
Net legal settlements
|
—
|
|
|
10
|
|
|
24
|
|
|||
Severance expense
|
(22
|
)
|
|
(14
|
)
|
|
(17
|
)
|
|||
Business divestitures and asset gains (losses) – net
|
36
|
|
|
43
|
|
|
49
|
|
|||
Other – net
|
(22
|
)
|
|
(17
|
)
|
|
(14
|
)
|
|||
|
$
|
9
|
|
|
$
|
32
|
|
|
$
|
43
|
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Interest Expense – Net
|
|
|
|
|
|
||||||
Interest incurred on debt
|
$
|
215
|
|
|
$
|
233
|
|
|
$
|
226
|
|
Interest capitalized
|
(38
|
)
|
|
(69
|
)
|
|
(70
|
)
|
|||
Amortization of swap termination costs (Note 12)
|
—
|
|
|
(4
|
)
|
|
(15
|
)
|
|||
Bond redemption (a)
|
36
|
|
|
18
|
|
|
—
|
|
|||
|
$
|
213
|
|
|
$
|
178
|
|
|
$
|
141
|
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Income Attributable to Noncontrolling Interests
|
|
|
|
|
|
||||||
Noncontrolling interests' operations
|
$
|
40
|
|
|
$
|
41
|
|
|
$
|
34
|
|
Income tax benefit in Italy (Note 5)
|
—
|
|
|
16
|
|
|
—
|
|
|||
Redeemable noncontrolling interests' operations (Note 14)
|
12
|
|
|
24
|
|
|
18
|
|
|||
|
$
|
52
|
|
|
$
|
81
|
|
|
$
|
52
|
|
(Millions of dollars)
December 31,
|
2014
|
|
2013
|
||||
Accounts Receivable
|
|
|
|
||||
Trade
|
$
|
1,746
|
|
|
$
|
1,815
|
|
Other
|
152
|
|
|
175
|
|
||
|
1,898
|
|
|
1,990
|
|
||
Less: allowance for doubtful accounts (b)
|
(102
|
)
|
|
(98
|
)
|
||
|
$
|
1,796
|
|
|
$
|
1,892
|
|
December 31,
|
2014
|
|
2013
|
||||
Inventories (c)
|
|
|
|
||||
Raw materials and supplies
|
$
|
200
|
|
|
$
|
167
|
|
Work in process
|
52
|
|
|
58
|
|
||
Finished goods
|
299
|
|
|
281
|
|
||
|
$
|
551
|
|
|
$
|
506
|
|
December 31,
|
2014
|
|
2013
|
||||
Prepaid and Other Current Assets
|
|
|
|
||||
Deferred income taxes (Note 5)
|
$
|
189
|
|
|
$
|
181
|
|
Prepaid (d)
|
116
|
|
|
145
|
|
||
Other
|
61
|
|
|
54
|
|
||
|
$
|
366
|
|
|
$
|
380
|
|
December 31,
|
2014
|
|
2013
|
||||
Other Long-term Assets
|
|
|
|
||||
Pension assets (Note 16)
|
$
|
35
|
|
|
$
|
42
|
|
Insurance contracts (e)
|
73
|
|
|
73
|
|
||
Long-term receivables, net (f)
|
43
|
|
|
36
|
|
||
Deposits
|
64
|
|
|
62
|
|
||
Investments carried at cost
|
8
|
|
|
7
|
|
||
Deferred charges
|
114
|
|
|
133
|
|
||
Deferred income taxes (Note 5)
|
98
|
|
|
72
|
|
||
Other
|
114
|
|
|
144
|
|
||
|
$
|
549
|
|
|
$
|
569
|
|
December 31,
|
2014
|
|
2013
|
||||
Other Current Liabilities
|
|
|
|
||||
Accrued expenses
|
$
|
296
|
|
|
$
|
291
|
|
Payroll
|
177
|
|
|
184
|
|
||
Cost reduction program (Note 2)
|
7
|
|
|
15
|
|
||
Pension and postretirement (Note 16)
|
39
|
|
|
33
|
|
||
Interest payable
|
69
|
|
|
62
|
|
||
Employee benefit accrual
|
22
|
|
|
20
|
|
||
Severance
|
14
|
|
|
13
|
|
||
Insurance reserves
|
9
|
|
|
11
|
|
||
Other
|
285
|
|
|
161
|
|
||
|
$
|
918
|
|
|
$
|
790
|
|
December 31,
|
2014
|
|
2013
|
||||
Other Long-term Liabilities
|
|
|
|
||||
Pension and postretirement (Note 16)
|
$
|
777
|
|
|
$
|
498
|
|
Tax liabilities for uncertain tax positions
|
57
|
|
|
55
|
|
||
Interest and penalties for uncertain tax positions (Note 5)
|
8
|
|
|
12
|
|
||
Insurance reserves
|
23
|
|
|
22
|
|
||
Other
|
311
|
|
|
272
|
|
||
|
$
|
1,176
|
|
|
$
|
859
|
|
December 31,
|
2014
|
|
2013
|
||||
Deferred Credits
|
|
|
|
||||
Deferred income taxes (Note 5)
|
$
|
1,198
|
|
|
$
|
1,205
|
|
Other
|
83
|
|
|
191
|
|
||
|
$
|
1,281
|
|
|
$
|
1,396
|
|
December 31,
|
2014
|
|
2013
|
||||
Accumulated Other Comprehensive Income (Loss)
|
|
|
|
||||
Cumulative translation adjustment (includes $64 million and $60 million tax charges in 2014 and 2013, respectively)
|
|
|
|
||||
North America (g)
|
$
|
(553
|
)
|
|
$
|
(315
|
)
|
South America (g)
|
(1,510
|
)
|
|
(1,179
|
)
|
||
Europe (g)
|
(432
|
)
|
|
(63
|
)
|
||
Asia
|
(49
|
)
|
|
21
|
|
||
Surface Technologies
|
(7
|
)
|
|
28
|
|
||
|
(2,551
|
)
|
|
(1,508
|
)
|
||
Derivatives – net of taxes
|
(1
|
)
|
|
(4
|
)
|
||
Pension/OPEB funded status obligation (net of $342 million and $247 million tax benefits in 2014 and 2013, respectively) (Note 16)
|
(633
|
)
|
|
(469
|
)
|
||
|
$
|
(3,185
|
)
|
|
$
|
(1,981
|
)
|
(a)
|
In December 2014, Praxair redeemed
$400 million
of
5.375%
notes due November 2016 for
$434 million
resulting in a
$36 million
charge (
$22 million
after-tax, or
$0.07
per diluted share). In December 2013, Praxair
|
(b)
|
Provisions to the allowance for doubtful accounts were $
39 million
, $
38 million
, and $
29 million
in
2014
,
2013
, and
2012
, respectively. The allowance activity in each period related primarily to write-offs of uncollectible amounts, net of recoveries and currency movements.
|
(c)
|
Effective July 1, 2014, Praxair changed its method of accounting for all remaining U.S. operations that were using the last-in, first-out ("LIFO") method to the average-cost method, primarily raw materials. Prior to this change, approximately
6%
of consolidated inventories were accounted for under the LIFO method. Praxair applied this change as a cumulative effect adjustment in the third quarter 2014 and did not restate prior periods because the impact was not material. The accounting change increased inventories by
$9 million
at July 1, 2014. The Company believes the change is preferable because it will better reflect the impact of current costs in both the consolidated balance sheets and consolidated statements of income. Had the Company not changed its accounting method, reported inventory amounts at December 31, 2014 would not have been significantly different than the amount disclosed above at July 1, 2014.
|
(d)
|
Includes estimated income tax payments of
$36 million
in 2014 and
$75 million
in 2013.
|
(e)
|
Consists primarily of insurance contracts and other investments to be utilized for non-qualified pension and OPEB obligations.
|
(f)
|
Financing receivables is not normal practice for the company. The balances at
December 31, 2014
and
2013
are net of reserves of $
48 million
and $
51 million
, respectively. The amounts in both periods relate primarily to government receivables in Brazil and other long-term notes receivable from customers, the majority of which are fully reserved. Collectibility is reviewed regularly and uncollectible amounts are written-off as appropriate. The account balance change during 2014 was primarily the result of additional receivables, net of reserves.
|
(g)
|
North America consists primarily of currency translation adjustments in Canada and Mexico, South America relates primarily to Brazil and Argentina, and Europe relates primarily to Spain and Germany.
|
(Millions of dollars)
December 31,
|
|
Depreciable Lives (Yrs)
|
|
2014
|
|
2013
|
||||
Production plants (primarily 15-year life) (a)
|
|
10-20
|
|
$
|
14,400
|
|
|
$
|
14,378
|
|
Storage tanks
|
|
15-20
|
|
2,267
|
|
|
2,330
|
|
||
Transportation equipment and other
|
|
3-15
|
|
1,895
|
|
|
1,866
|
|
||
Cylinders (primarily 30-year life)
|
|
10-30
|
|
1,724
|
|
|
1,740
|
|
||
Buildings
|
|
25-40
|
|
1,089
|
|
|
1,108
|
|
||
Land and improvements (b)
|
|
0-20
|
|
499
|
|
|
493
|
|
||
Construction in progress
|
|
|
|
1,980
|
|
|
2,116
|
|
||
|
|
|
|
23,854
|
|
|
24,031
|
|
||
Less: accumulated depreciation
|
|
|
|
(11,857
|
)
|
|
(11,753
|
)
|
||
|
|
|
|
$
|
11,997
|
|
|
$
|
12,278
|
|
(Millions of dollars)
|
North
America
|
|
South
America
|
|
Europe
|
|
Asia
|
|
Surface
Technologies
|
|
Total
|
||||||||||||
Balance, December 31, 2012
|
$
|
1,499
|
|
|
$
|
195
|
|
|
$
|
645
|
|
|
$
|
25
|
|
|
$
|
143
|
|
|
$
|
2,507
|
|
Acquisitions (Note 3)
|
625
|
|
|
—
|
|
|
94
|
|
|
—
|
|
|
—
|
|
|
719
|
|
||||||
Purchase adjustments & other
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||
Foreign currency translation
|
(10
|
)
|
|
(29
|
)
|
|
4
|
|
|
(1
|
)
|
|
1
|
|
|
(35
|
)
|
||||||
Balance, December 31, 2013
|
$
|
2,117
|
|
|
$
|
166
|
|
|
$
|
743
|
|
|
$
|
24
|
|
|
$
|
144
|
|
|
$
|
3,194
|
|
Acquisitions (Note 3)
|
47
|
|
|
4
|
|
|
17
|
|
|
14
|
|
|
4
|
|
|
86
|
|
||||||
Purchase adjustments & other
|
1
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
5
|
|
|
—
|
|
||||||
Foreign currency translation
|
(26
|
)
|
|
(23
|
)
|
|
(100
|
)
|
|
—
|
|
|
(10
|
)
|
|
(159
|
)
|
||||||
Balance, December 31, 2014
|
$
|
2,139
|
|
|
$
|
147
|
|
|
$
|
654
|
|
|
$
|
38
|
|
|
$
|
143
|
|
|
$
|
3,121
|
|
(Millions of dollars)
For the year ended December 31, 2014
|
Customer &
License/Use Agreements |
|
Non-compete
Agreements |
|
Patents
& Other |
|
Total
|
||||||||
Cost:
|
|
|
|
|
|
|
|
||||||||
Balance, December 31, 2013
|
$
|
661
|
|
|
$
|
31
|
|
|
$
|
43
|
|
|
$
|
735
|
|
Additions (primarily acquisitions)
|
54
|
|
|
12
|
|
|
—
|
|
|
66
|
|
||||
Foreign currency translation
|
(22
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(24
|
)
|
||||
Other *
|
—
|
|
|
(5
|
)
|
|
5
|
|
|
—
|
|
||||
Balance, December 31, 2014
|
693
|
|
|
37
|
|
|
47
|
|
|
777
|
|
||||
Less: accumulated amortization:
|
|
|
|
|
|
|
|
||||||||
Balance, December 31, 2013
|
(118
|
)
|
|
(16
|
)
|
|
(5
|
)
|
|
(139
|
)
|
||||
Amortization expense
|
(36
|
)
|
|
(7
|
)
|
|
(4
|
)
|
|
(47
|
)
|
||||
Foreign currency translation
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||
Other *
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||
Balance, December 31, 2014
|
(147
|
)
|
|
(18
|
)
|
|
(9
|
)
|
|
(174
|
)
|
||||
Net balance at December 31, 2014
|
$
|
546
|
|
|
$
|
19
|
|
|
$
|
38
|
|
|
$
|
603
|
|
(Millions of dollars)
For the year ended December 31, 2013
|
Customer &
License/Use Agreements |
|
Non-compete
Agreements |
|
Patents
& Other |
|
Total
|
||||||||
Cost:
|
|
|
|
|
|
|
|
||||||||
Balance, December 31, 2012
|
$
|
232
|
|
|
$
|
37
|
|
|
$
|
20
|
|
|
$
|
289
|
|
Additions (primarily acquisitions)
|
433
|
|
|
4
|
|
|
30
|
|
|
467
|
|
||||
Foreign currency translation
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Other *
|
(7
|
)
|
|
(10
|
)
|
|
(7
|
)
|
|
(24
|
)
|
||||
Balance, December 31, 2013
|
661
|
|
|
31
|
|
|
43
|
|
|
735
|
|
||||
Less: accumulated amortization:
|
|
|
|
|
|
|
|
||||||||
Balance, December 31, 2012
|
(89
|
)
|
|
(20
|
)
|
|
(7
|
)
|
|
(116
|
)
|
||||
Amortization expense
|
(32
|
)
|
|
(6
|
)
|
|
(3
|
)
|
|
(41
|
)
|
||||
Foreign currency translation
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Other *
|
4
|
|
|
10
|
|
|
5
|
|
|
19
|
|
||||
Balance, December 31, 2013
|
(118
|
)
|
|
(16
|
)
|
|
(5
|
)
|
|
(139
|
)
|
||||
Net balance at December 31, 2013
|
$
|
543
|
|
|
$
|
15
|
|
|
$
|
38
|
|
|
$
|
596
|
|
*
|
Other primarily relates to the write-off of fully amortized assets, purchase accounting adjustments and reclassifications.
|
(Millions of dollars)
|
2014
|
|
2013
|
||||
Short-term
|
|
|
|
||||
Commercial paper and U.S. bank borrowings
|
$
|
514
|
|
|
$
|
712
|
|
Other bank borrowings (primarily international)
|
73
|
|
|
70
|
|
||
Total short-term debt
|
587
|
|
|
782
|
|
||
Long-term
|
|
|
|
||||
U.S. borrowings
|
|
|
|
||||
4.375% Notes due 2014 (a)
|
—
|
|
|
300
|
|
||
4.625% Notes due 2015 (b)
|
500
|
|
|
500
|
|
||
3.25% Notes due 2015 (b, d)
|
408
|
|
|
418
|
|
||
0.75% Notes due 2016
|
400
|
|
|
400
|
|
||
5.375% Notes due 2016 (a)
|
—
|
|
|
400
|
|
||
5.20% Notes due 2017
|
325
|
|
|
325
|
|
||
1.05% Notes due 2017
|
400
|
|
|
400
|
|
||
1.20% Notes due 2018
|
500
|
|
|
500
|
|
||
1.25% Notes due 2018 (c, d)
|
481
|
|
|
478
|
|
||
4.50% Notes due 2019 (c)
|
599
|
|
|
598
|
|
||
1.90% Notes due 2019
|
500
|
|
|
500
|
|
||
1.50% Euro denominated notes due 2020 (c, e)
|
722
|
|
|
—
|
|
||
4.05% Notes due 2021 (c)
|
499
|
|
|
498
|
|
||
3.00% Notes due 2021 (c)
|
497
|
|
|
497
|
|
||
2.45% Notes due 2022 (c)
|
598
|
|
|
598
|
|
||
2.20% Notes due 2022 (c)
|
499
|
|
|
499
|
|
||
2.70% Notes due 2023 (c)
|
499
|
|
|
498
|
|
||
1.625% Euro denominated notes due 2025 (c, e)
|
599
|
|
|
—
|
|
||
3.55% Notes due 2042 (c)
|
466
|
|
|
466
|
|
||
Other
|
4
|
|
|
5
|
|
||
International bank borrowings
|
167
|
|
|
140
|
|
||
Obligations under capital lease
|
8
|
|
|
9
|
|
||
|
8,671
|
|
|
8,029
|
|
||
Less: current portion of long-term debt
|
(2
|
)
|
|
(3
|
)
|
||
Total long-term debt
|
8,669
|
|
|
8,026
|
|
||
Total debt
|
$
|
9,258
|
|
|
$
|
8,811
|
|
(a)
|
In March
2014
, Praxair repaid
$300 million
of
4.375%
notes that became due. In December of 2014, Praxair redeemed
$400 million
of 5.375% notes due November 2016 for
$434 million
resulting in an
$36 million
bond redemption charge (see Note 7).
|
(b)
|
Classified as long-term because of the Company’s intent to refinance this debt on a long-term basis and the availability of such financing under the terms of an existing
$2.5 billion
long-term credit facility.
|
(c)
|
Amounts are net of unamortized discounts.
|
(d)
|
December 31, 2014
and
2013
include a
$14 million
and
$22 million
fair value increase, respectively, related to hedge accounting. See Note 12 for additional information.
|
(e)
|
During
2014
, Praxair issued the following Euro-denominated notes totaling €
1.1 billion
: €
600 million
of
1.50%
Euro-denominated notes due
2020
and €
500 million
of
1.625%
Euro-denominated notes due
2025
. These debt issuances have been designated as a hedges of the net investment position in European operations where the Euro is the functional currency (see Note 12). The proceeds of this debt issuance were used for general corporate purposes, including acquisitions, repayment of debt and share repurchases under the company's share repurchase program. Since the time the Euro-denominated notes were first issued in March 2014 through December 31, 2014, exchange rate movements have reduced long-term debt by
$125 million
.
|
Millions of dollars
|
Total
Facility
|
|
Borrowings
Outstanding
|
|
Available for
Borrowing
|
|
Expires
|
||||||
Senior Unsecured
|
$
|
2,500
|
|
|
$
|
—
|
|
|
$
|
2,500
|
|
|
December 2019
|
|
|
|
|
|
Fair Value
|
||||||||||||||||||
(Millions of dollars)
|
Notional Amounts
|
|
Assets
|
|
Liabilities
|
||||||||||||||||||
December 31,
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||
Derivatives Not Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Currency contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance sheet items (a)
|
$
|
2,427
|
|
|
$
|
2,197
|
|
|
$
|
5
|
|
|
$
|
4
|
|
|
$
|
13
|
|
|
$
|
14
|
|
Derivatives Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Currency contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Forecasted purchases (a)
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps (b)
|
875
|
|
|
875
|
|
|
14
|
|
|
22
|
|
|
—
|
|
|
—
|
|
||||||
Total Hedges
|
$
|
875
|
|
|
$
|
880
|
|
|
$
|
14
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total Derivatives
|
$
|
3,302
|
|
|
$
|
3,077
|
|
|
$
|
19
|
|
|
$
|
26
|
|
|
$
|
13
|
|
|
$
|
14
|
|
(a)
|
Assets are recorded in prepaid and other current assets, and liabilities are recorded in other current liabilities.
|
(b)
|
Assets are recorded in other current and other long term assets.
|
|
|
|
|
|
Unrecognized Gain / (Loss) (a)
|
||||||||
(Millions of dollars)
|
Year
Terminated
|
|
Original
Gain / (Loss)
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
Treasury Rate Locks
|
|
|
|
|
|
|
|
||||||
Underlying debt instrument:
|
|
|
|
|
|
|
|
||||||
$500 million 2.20% fixed-rate notes that mature in 2022 (b)
|
2012
|
|
$
|
(2
|
)
|
|
$
|
(1
|
)
|
|
$
|
(2
|
)
|
$500 million 3.00% fixed-rate notes that mature in 2021 (b)
|
2011
|
|
(11
|
)
|
|
(8
|
)
|
|
(9
|
)
|
|||
$600 million 4.50% fixed-rate notes that mature in 2019 (b)
|
2009
|
|
16
|
|
|
8
|
|
|
10
|
|
|||
$500 million 4.625% fixed-rate notes that mature in 2015 (b)
|
2008
|
|
(7
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Total – pre-tax
|
|
|
|
|
$
|
(1
|
)
|
|
$
|
(2
|
)
|
||
Less: income taxes
|
|
|
|
|
—
|
|
|
1
|
|
||||
After- tax amounts
|
|
|
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
(a)
|
The unrecognized gains / (losses) for the treasury rate locks are shown in accumulated other comprehensive income ("AOCI") and are being recognized on a straight line basis to interest expense – net over the term of the underlying debt agreements. Refer to the table below summarizing the impact of the company’s consolidated statements of income and AOCI for current period gain (loss) recognition.
|
(b)
|
The notional amount of the treasury rate lock contracts are equal to the underlying debt instrument with the exception of the treasury rate lock contract entered into to hedge the
$600 million
4.50%
fixed-rate notes that mature in 2019. The notional amount of this contract was
$500 million
.
|
(Millions of dollars)
|
Amount of Pre-Tax Gain (Loss)
Recognized in Earnings *
|
||||||||||
December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Derivatives Not Designated as Hedging Instruments
|
|
|
|
|
|
||||||
Currency contracts:
|
|
|
|
|
|
||||||
Balance sheet items:
|
|
|
|
|
|
||||||
Debt-related
|
$
|
(69
|
)
|
|
$
|
(46
|
)
|
|
$
|
33
|
|
Other balance sheet items
|
(2
|
)
|
|
(9
|
)
|
|
(1
|
)
|
|||
Anticipated net income
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||
Total
|
$
|
(71
|
)
|
|
$
|
(55
|
)
|
|
$
|
28
|
|
(Millions of dollars)
|
Amount of Gain (Loss)
Recognized in AOCI
|
|
||||||||||
December 31,
|
2014
|
|
2013
|
|
2012
|
|
||||||
Derivatives Designated as Hedging Instruments**
|
|
|
|
|
|
|
||||||
Currency contracts:
|
|
|
|
|
|
|
||||||
Net Investment hedge
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Forecasted purchases
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
Interest rate contracts:
|
|
|
|
|
|
|
||||||
Treasury rate locks
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
|||
Total – Pre tax
|
$
|
(5
|
)
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
Less: income taxes
|
2
|
|
|
—
|
|
|
1
|
|
|
|||
Total - Net of Taxes
|
$
|
(3
|
)
|
|
$
|
1
|
|
|
$
|
—
|
|
|
|
Fair Value Measurements Using
|
||||||||||||||||||||||
(Millions of dollars)
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(Millions of dollars)
|
2014
|
|
2013
|
|
2012
|
||||||
Beginning Balance
|
$
|
307
|
|
|
$
|
252
|
|
|
$
|
220
|
|
Net income
|
12
|
|
|
24
|
|
|
18
|
|
|||
Distributions to noncontrolling interest
|
(9
|
)
|
|
(11
|
)
|
|
(9
|
)
|
|||
Redemption value adjustment/accretion
|
2
|
|
|
53
|
|
|
13
|
|
|||
Foreign currency translation and other
|
(24
|
)
|
|
(11
|
)
|
|
10
|
|
|||
Purchase of noncontrolling interest *
|
(112
|
)
|
|
—
|
|
|
—
|
|
|||
Ending Balance
|
$
|
176
|
|
|
$
|
307
|
|
|
$
|
252
|
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
|||
Dividend yield
|
2.0
|
%
|
|
2.2
|
%
|
|
2.0
|
%
|
Volatility
|
15.2
|
%
|
|
21.7
|
%
|
|
22.5
|
%
|
Risk-free interest rate
|
1.57
|
%
|
|
0.76
|
%
|
|
0.86
|
%
|
Expected term years
|
5
|
|
|
5
|
|
|
5
|
|
Activity
|
Number of
Options
(000’s)
|
|
Average
Exercise
Price
|
|
Average
Remaining
Life
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at January 1, 2014
|
11,161
|
|
|
$
|
81.42
|
|
|
|
|
|
||
Granted
|
1,293
|
|
|
128.80
|
|
|
|
|
|
|||
Exercised
|
(1,380
|
)
|
|
63.39
|
|
|
|
|
|
|||
Cancelled or expired
|
(93
|
)
|
|
110.68
|
|
|
|
|
|
|||
Outstanding at December 31, 2014
|
10,981
|
|
|
$
|
89.02
|
|
|
5.3
|
|
$
|
445
|
|
Exercisable at December 31, 2014
|
8,400
|
|
|
$
|
79.74
|
|
|
4.3
|
|
$
|
418
|
|
|
Performance-Based
|
|
Restricted Stock
|
||||||||||
Performance-Based and Restricted Stock Activity
|
Number of
Shares
(000’s)
|
|
Average
Grant Date
Fair Value
|
|
Number of
Shares
(000’s)
|
|
Average
Grant Date
Fair Value
|
||||||
Non-vested at January 1, 2014
|
867
|
|
|
$
|
99.55
|
|
|
337
|
|
|
$
|
100.41
|
|
Granted (a)
|
328
|
|
|
121.16
|
|
|
95
|
|
|
122.55
|
|
||
Vested
|
(338
|
)
|
|
92.06
|
|
|
(109
|
)
|
|
96.02
|
|
||
Cancelled
|
(24
|
)
|
|
110.27
|
|
|
(16
|
)
|
|
104.61
|
|
||
Non-vested at December 31, 2014
|
833
|
|
|
$
|
109.09
|
|
|
307
|
|
|
$
|
106.63
|
|
(a)
|
Performance-based stock unit ("PSU") grants during
2014
include
49 thousand
shares relating to the actual payout of the
2011
PSU grants in
2014
.
|
(Millions of dollars)
Year Ended December 31,
|
Pensions
|
|
OPEB
|
||||||||||||||||||||
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||
Service cost
|
$
|
49
|
|
|
$
|
56
|
|
|
$
|
49
|
|
|
$
|
4
|
|
|
$
|
5
|
|
|
$
|
4
|
|
Interest cost
|
121
|
|
|
112
|
|
|
119
|
|
|
11
|
|
|
11
|
|
|
12
|
|
||||||
Expected return on plan assets
|
(155
|
)
|
|
(149
|
)
|
|
(153
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net amortization and deferral
|
60
|
|
|
91
|
|
|
68
|
|
|
(8
|
)
|
|
(5
|
)
|
|
(7
|
)
|
||||||
Net periodic benefit cost before pension settlement charges
|
$
|
75
|
|
|
$
|
110
|
|
|
$
|
83
|
|
|
$
|
7
|
|
|
$
|
11
|
|
|
$
|
9
|
|
Pension settlement charges *
|
7
|
|
|
9
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
$
|
82
|
|
|
$
|
119
|
|
|
$
|
93
|
|
|
$
|
7
|
|
|
$
|
11
|
|
|
$
|
9
|
|
(Millions of dollars)
Year Ended December 31,
|
Pensions
|
|
|
||||||||||||||||||||
2014
|
|
2013
|
|
OPEB
|
|||||||||||||||||||
U.S.
|
|
International
|
|
U.S.
|
|
International
|
|
2014
|
|
2013
|
|||||||||||||
Change in Benefit Obligation ("PBO")
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation January 1
|
$
|
1,791
|
|
|
$
|
661
|
|
|
$
|
1,926
|
|
|
$
|
727
|
|
|
$
|
208
|
|
|
$
|
251
|
|
Service cost
|
34
|
|
|
15
|
|
|
38
|
|
|
18
|
|
|
4
|
|
|
5
|
|
||||||
Interest cost
|
85
|
|
|
36
|
|
|
74
|
|
|
38
|
|
|
11
|
|
|
11
|
|
||||||
Participant contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
11
|
|
||||||
Actuarial loss (gain)
|
276
|
|
|
109
|
|
|
(148
|
)
|
|
(43
|
)
|
|
(21
|
)
|
|
(39
|
)
|
||||||
Benefits paid
|
(136
|
)
|
|
(35
|
)
|
|
(99
|
)
|
|
(38
|
)
|
|
(25
|
)
|
|
(23
|
)
|
||||||
Divestiture
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Foreign currency translation
|
—
|
|
|
(66
|
)
|
|
—
|
|
|
(41
|
)
|
|
(7
|
)
|
|
(8
|
)
|
||||||
Benefit obligation, December 31
|
$
|
2,050
|
|
|
$
|
719
|
|
|
$
|
1,791
|
|
|
$
|
661
|
|
|
$
|
180
|
|
|
$
|
208
|
|
Accumulated benefit obligation ("ABO")
|
$
|
1,944
|
|
|
$
|
681
|
|
|
$
|
1,712
|
|
|
$
|
629
|
|
|
|
|
|
||||
Change in Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets, January 1
|
$
|
1,620
|
|
|
$
|
551
|
|
|
$
|
1,391
|
|
|
$
|
558
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
108
|
|
|
76
|
|
|
271
|
|
|
43
|
|
|
—
|
|
|
—
|
|
||||||
Company contributions
|
2
|
|
|
16
|
|
|
35
|
|
|
17
|
|
|
—
|
|
|
—
|
|
||||||
Benefits paid from plan assets
|
(123
|
)
|
|
(30
|
)
|
|
(77
|
)
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
||||||
Foreign currency translation
|
—
|
|
|
(52
|
)
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
—
|
|
||||||
Fair value of plan assets, December 31
|
$
|
1,607
|
|
|
$
|
561
|
|
|
$
|
1,620
|
|
|
$
|
551
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded Status, End of Year
|
$
|
(443
|
)
|
|
$
|
(158
|
)
|
|
$
|
(171
|
)
|
|
$
|
(110
|
)
|
|
$
|
(180
|
)
|
|
$
|
(208
|
)
|
Recorded in the Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other long-term assets
|
$
|
—
|
|
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
42
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other current liabilities
|
(18
|
)
|
|
(5
|
)
|
|
(10
|
)
|
|
(6
|
)
|
|
(16
|
)
|
|
(17
|
)
|
||||||
Other long-term liabilities
|
(425
|
)
|
|
(188
|
)
|
|
(161
|
)
|
|
(146
|
)
|
|
(164
|
)
|
|
(191
|
)
|
||||||
Net amount recognized, December 31
|
$
|
(443
|
)
|
|
$
|
(158
|
)
|
|
$
|
(171
|
)
|
|
$
|
(110
|
)
|
|
$
|
(180
|
)
|
|
$
|
(208
|
)
|
Amounts recognized in accumulated other comprehensive income (loss) consist of:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial loss (gain)
|
$
|
792
|
|
|
$
|
193
|
|
|
$
|
563
|
|
|
$
|
145
|
|
|
$
|
(24
|
)
|
|
$
|
(7
|
)
|
Prior service cost (credit)
|
—
|
|
|
15
|
|
|
1
|
|
|
18
|
|
|
(1
|
)
|
|
(4
|
)
|
||||||
Deferred tax benefit (Note 5)
|
(303
|
)
|
|
(50
|
)
|
|
(215
|
)
|
|
(38
|
)
|
|
11
|
|
|
6
|
|
||||||
Amount recognized in accumulated other comprehensive income (loss) (Note 7)
|
$
|
489
|
|
|
$
|
158
|
|
|
$
|
349
|
|
|
$
|
125
|
|
|
$
|
(14
|
)
|
|
$
|
(5
|
)
|
|
Pensions
|
|
OPEB
|
||||||||||||
(Millions of dollars)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Current year net actuarial losses (gains)*
|
$
|
356
|
|
|
$
|
(356
|
)
|
|
$
|
(21
|
)
|
|
$
|
(39
|
)
|
Amortization of net actuarial gains (losses)
|
(59
|
)
|
|
(90
|
)
|
|
2
|
|
|
(1
|
)
|
||||
Amortization of prior service credits (costs)
|
(1
|
)
|
|
(1
|
)
|
|
6
|
|
|
6
|
|
||||
Pension settlements (Note 2)
|
(7
|
)
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
||||
Foreign currency translation and other
|
(16
|
)
|
|
(12
|
)
|
|
(1
|
)
|
|
(1
|
)
|
||||
Total recognized in other comprehensive income
|
$
|
273
|
|
|
$
|
(468
|
)
|
|
$
|
(14
|
)
|
|
$
|
(35
|
)
|
*
|
The pension net actuarial losses in
2014
relates primarily to the decrease in discount rates, when compared to 2013 and updated mortality assumptions. The pension net actuarial gain in
2013
relates primarily to the increase in discount rates, when compared to 2012. The OPEB net actuarial gains in
2014
relates primarily to favorable plan experience, and the
2013
net actuarial gain relates primarily to higher discount rates.
|
(Millions of dollars)
|
Pension
|
|
OPEB
|
||||
Net actuarial loss (gain)
|
$
|
82
|
|
|
$
|
(3
|
)
|
Prior service cost (credit)
|
1
|
|
|
—
|
|
||
|
$
|
83
|
|
|
$
|
(3
|
)
|
(Millions of dollars)
Year Ended December 31,
|
Pensions
|
||||||||||||||
2014
|
|
2013
|
|||||||||||||
U.S.
|
|
International
|
|
U.S.*
|
|
International
|
|||||||||
Projected benefit obligation ("PBO")
|
$
|
2,050
|
|
|
$
|
428
|
|
|
$
|
244
|
|
|
$
|
360
|
|
Accumulated benefit obligation ("ABO")
|
$
|
1,944
|
|
|
$
|
412
|
|
|
$
|
241
|
|
|
$
|
352
|
|
Fair value of plan assets
|
$
|
1,607
|
|
|
$
|
234
|
|
|
$
|
127
|
|
|
$
|
207
|
|
|
Pensions
|
|
|
|
|
||||||||||||
|
U.S.
|
|
International
|
|
OPEB
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||
Weighted average assumptions used to determine benefit obligations at December 31,
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
3.95
|
%
|
|
4.80
|
%
|
|
5.36
|
%
|
|
6.30
|
%
|
|
4.48
|
%
|
|
5.87
|
%
|
Rate of increase in compensation levels
|
3.25
|
%
|
|
3.25
|
%
|
|
3.72
|
%
|
|
4.00
|
%
|
|
N/A
|
|
|
N/A
|
|
Weighted average assumptions used to determine net periodic benefit cost for years ended December 31,
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
4.80
|
%
|
|
3.90
|
%
|
|
6.30
|
%
|
|
5.80
|
%
|
|
5.87
|
%
|
|
5.00
|
%
|
Rate of increase in compensation levels
|
3.25
|
%
|
|
3.25
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
N/A
|
|
|
N/A
|
|
Expected long-term rate of return on plan assets *
|
8.00
|
%
|
|
8.00
|
%
|
|
8.10
|
%
|
|
7.50
|
%
|
|
N/A
|
|
|
N/A
|
|
*
|
The expected long term rate of return on the U.S. and international plan assets is estimated based on the plans' investment strategy and asset allocation, historical capital market performance and, to a lesser extent, historical plan performance. For the U.S. plans, the expected rate of return of
8.00%
was derived based on the target asset allocation of
50%-70%
equity securities (approximately
9.5%
expected return),
20%-40%
fixed income securities (approximately
5.5%
expected return) and
2% - 10%
real estate funds (approximately
7%
expected return). For the international plans, the expected rate of return was derived based on the weighted average target asset allocation of
30%-50%
equity securities (approximately
10%
expected return),
40%-60%
fixed income securities (approximately
7.5%
expected return), and
0%-10%
alternative investments (approximately
7.5%
expected return). For the U.S. plan assets, the actual annualized total returns for the most recent 10-year and 20-year periods ended December 31, 2014 were approximately
6.2%
and
8.2%
, respectively. For the international plan assets, the actual annualized total returns for the same two periods were approximately
8.3%
and
9.7%
, respectively. Changes to plan asset allocations and investment strategy over this time period limit the value of historical plan performance as factor in estimating the expected long term rate of return. For 2015, the expected long-term rate of return on plan assets will be
8.00%
for the U.S. plans. Expected weighted average returns for international plans will vary.
|
|
OPEB
|
||||
Assumed healthcare cost trend rates
|
2014
|
|
2013
|
||
Healthcare cost trend assumed
|
7.50
|
%
|
|
8.00
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
5.00
|
%
|
|
5.00
|
%
|
Year that the rate reaches the ultimate trend rate
|
2020
|
|
|
2020
|
|
|
One-Percentage Point
|
||||||
(Millions of dollars)
|
Increase
|
|
Decrease
|
||||
Effect on the total of service and interest cost components of net OPEB benefit cost
|
$
|
—
|
|
|
$
|
—
|
|
Effect on OPEB benefit obligation
|
$
|
3
|
|
|
$
|
(2
|
)
|
|
U.S.
|
|
International
|
||||||||||||
Asset Category
|
Target
|
|
2014
|
|
2013
|
|
Target
|
|
2014
|
|
2013
|
||||
Equity securities
|
50%-70%
|
|
65
|
%
|
|
70
|
%
|
|
30%-50%
|
|
49
|
%
|
|
48
|
%
|
Fixed income securities
|
20%-40%
|
|
28
|
%
|
|
30
|
%
|
|
40%-60%
|
|
42
|
%
|
|
43
|
%
|
Other
|
2% - 10%
|
|
7
|
%
|
|
—
|
|
|
0%-10%
|
|
9
|
%
|
|
9
|
%
|
|
Fair Value Measurements Using
|
|
|
|
|
||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3 *
|
|
Total
|
||||||||||||||||||||||||
(Millions of dollars)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||
Cash and cash equivalents
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
2
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. equities
|
340
|
|
|
285
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
340
|
|
|
285
|
|
||||||||
International equities
|
82
|
|
|
82
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
82
|
|
|
82
|
|
||||||||
Mutual funds
|
330
|
|
|
393
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
330
|
|
|
393
|
|
||||||||
Pooled funds
|
—
|
|
|
—
|
|
|
565
|
|
|
630
|
|
|
—
|
|
|
—
|
|
|
565
|
|
|
630
|
|
||||||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. government bonds
|
—
|
|
|
—
|
|
|
44
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|
39
|
|
||||||||
International government bonds
|
—
|
|
|
—
|
|
|
125
|
|
|
128
|
|
|
—
|
|
|
—
|
|
|
125
|
|
|
128
|
|
||||||||
Mutual funds
|
253
|
|
|
308
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
253
|
|
|
308
|
|
||||||||
Corporate bonds
|
—
|
|
|
—
|
|
|
175
|
|
|
176
|
|
|
—
|
|
|
—
|
|
|
175
|
|
|
176
|
|
||||||||
Pooled funds
|
—
|
|
|
—
|
|
|
90
|
|
|
80
|
|
|
—
|
|
|
—
|
|
|
90
|
|
|
80
|
|
||||||||
Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Insurance contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|
48
|
|
|
53
|
|
|
48
|
|
||||||||
Real Estate Funds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
110
|
|
|
—
|
|
|
110
|
|
|
—
|
|
||||||||
Fair value of plan assets, December 31,
|
$
|
1,006
|
|
|
$
|
1,070
|
|
|
$
|
999
|
|
|
$
|
1,053
|
|
|
$
|
163
|
|
|
$
|
48
|
|
|
$
|
2,168
|
|
|
$
|
2,171
|
|
*
|
The following table summarizes changes in fair value of the pension plan assets classified as level 3 for the periods ended
December 31, 2014
and
2013
:
|
(Millions of dollars)
|
Insurance
Contracts
|
|
Real Estate Funds
|
|
Total
|
||||||
Balance, December 31, 2012
|
$
|
48
|
|
|
$
|
—
|
|
|
$
|
48
|
|
Gain or losses for the period
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance, December 31, 2013
|
48
|
|
|
—
|
|
|
48
|
|
|||
Gain for the period
|
12
|
|
|
10
|
|
|
22
|
|
|||
Acquisitions
|
—
|
|
|
100
|
|
|
100
|
|
|||
Foreign currency translation
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|||
Balance, December 31, 2014
|
$
|
53
|
|
|
$
|
110
|
|
|
$
|
163
|
|
(Millions of dollars)
|
Pensions
|
|
|
||||||||
Year Ended December 31,
|
U.S.
|
|
International
|
|
OPEB
|
||||||
2015
|
$
|
105
|
|
|
$
|
36
|
|
|
$
|
17
|
|
2016
|
101
|
|
|
36
|
|
|
16
|
|
|||
2017
|
106
|
|
|
37
|
|
|
16
|
|
|||
2018
|
111
|
|
|
38
|
|
|
15
|
|
|||
2019
|
117
|
|
|
39
|
|
|
15
|
|
|||
2020-2024
|
625
|
|
|
211
|
|
|
68
|
|
•
|
During May 2009, the Brazilian government published Law 11941/2009 instituting a new voluntary amnesty program (“Refis Program”) which allowed Brazilian companies to settle certain federal tax disputes at reduced amounts. During the 2009 third quarter, Praxair decided that it was economically beneficial to settle many of its outstanding federal tax disputes and such disputes were enrolled in the Refis Program, subject to final calculation and review by the Brazilian federal government. The Company recorded estimated liabilities based on the terms of the Refis Program. Since 2009, Praxair has been unable to reach final agreement on the calculations and recently initiated litigation against the government in an attempt to resolve certain items. Open issues relate to the following matters: (i) application of cash deposits and net operating loss carryforwards to satisfy obligations and (ii) the amount of tax reductions available under the Refis Program. Although it is difficult to estimate the timing of resolution of legal matters in Brazil, it is possible that individual disputed matters may be resolved during the next year.
|
•
|
At
December 31, 2014
the most significant non-income and income tax claims in Brazil, after enrollment in the Refis Program, relate to state VAT tax matters associated with procedural issues and a federal income tax matter where the taxing authorities are challenging the tax rate that should be applied to income generated by a subsidiary company. The total estimated exposure relating to such claims, including interest and penalties, as appropriate, is approximately
$180 million
. Praxair has not recorded any liabilities related to such claims based on management judgments, after considering judgments and opinions of outside counsel. Because litigation in Brazil historically takes many years to resolve, it is very difficult to estimate the timing of resolution of these matters; however, it is possible that certain of these matters may be resolved within the near term. The company is vigorously defending against the proceedings.
|
•
|
On September 1, 2010, CADE ("Brazilian Administrative Council for Economic Defense") announced alleged anticompetitive activity on the part of five industrial gas companies in Brazil and imposed fines on all five companies. Originally, CADE imposed a civil fine of R$
2.2 billion
Brazilian reais (US$
828 million
) against White Martins, the Brazil-based subsidiary of Praxair, Inc. In response to a motion for clarification,
|
(Millions of dollars)
Expiring through December 31,
|
Unconditional
Purchase
Obligations
|
|
Construction
Commitments
|
|
Guarantees
and Other
|
||||||
2015
|
$
|
543
|
|
|
$
|
954
|
|
|
$
|
12
|
|
2016
|
491
|
|
|
404
|
|
|
59
|
|
|||
2017
|
460
|
|
|
27
|
|
|
—
|
|
|||
2018
|
445
|
|
|
—
|
|
|
—
|
|
|||
2019
|
393
|
|
|
—
|
|
|
—
|
|
|||
Thereafter
|
3,021
|
|
|
—
|
|
|
—
|
|
|||
|
$
|
5,353
|
|
|
$
|
1,385
|
|
|
$
|
71
|
|
(Millions of dollars)
|
2014
|
|
2013
|
|
2012
|
||||||
Sales (a)
|
|
|
|
|
|
||||||
North America
|
$
|
6,436
|
|
|
$
|
6,164
|
|
|
$
|
5,598
|
|
Europe
|
1,546
|
|
|
1,542
|
|
|
1,474
|
|
|||
South America
|
1,993
|
|
|
2,042
|
|
|
2,082
|
|
|||
Asia
|
1,619
|
|
|
1,525
|
|
|
1,414
|
|
|||
Surface Technologies
|
679
|
|
|
652
|
|
|
656
|
|
|||
|
$
|
12,273
|
|
|
$
|
11,925
|
|
|
$
|
11,224
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Operating Profit
|
|
|
|
|
|
||||||
North America
|
$
|
1,580
|
|
|
$
|
1,538
|
|
|
$
|
1,465
|
|
Europe
|
291
|
|
|
270
|
|
|
256
|
|
|||
South America
|
449
|
|
|
467
|
|
|
429
|
|
|||
Asia
|
303
|
|
|
271
|
|
|
246
|
|
|||
Surface Technologies
|
123
|
|
|
111
|
|
|
106
|
|
|||
Segment operating profit
|
2,746
|
|
|
2,657
|
|
|
2,502
|
|
|||
Venezuela currency devaluation and other charges (Note 2)
|
(138
|
)
|
|
(32
|
)
|
|
(65
|
)
|
|||
Total operating profit
|
$
|
2,608
|
|
|
$
|
2,625
|
|
|
$
|
2,437
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Total Assets (b)
|
|
|
|
|
|
||||||
North America
|
$
|
10,205
|
|
|
$
|
10,133
|
|
|
$
|
8,491
|
|
Europe
|
3,000
|
|
|
3,408
|
|
|
2,957
|
|
|||
South America
|
2,723
|
|
|
2,934
|
|
|
3,205
|
|
|||
Asia
|
3,198
|
|
|
3,098
|
|
|
2,757
|
|
|||
Surface Technologies
|
676
|
|
|
682
|
|
|
680
|
|
|||
|
$
|
19,802
|
|
|
$
|
20,255
|
|
|
$
|
18,090
|
|
(Millions of dollars)
|
2014
|
|
2013
|
|
2012
|
||||||
Depreciation and Amortization
|
|
|
|
|
|
||||||
North America
|
$
|
611
|
|
|
$
|
567
|
|
|
$
|
498
|
|
Europe
|
168
|
|
|
169
|
|
|
149
|
|
|||
South America
|
177
|
|
|
181
|
|
|
184
|
|
|||
Asia
|
170
|
|
|
150
|
|
|
127
|
|
|||
Surface Technologies
|
44
|
|
|
42
|
|
|
43
|
|
|||
|
$
|
1,170
|
|
|
$
|
1,109
|
|
|
$
|
1,001
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Capital Expenditures and Acquisitions
|
|
|
|
|
|
||||||
North America
|
$
|
837
|
|
|
$
|
2,106
|
|
|
$
|
1,303
|
|
Europe
|
319
|
|
|
451
|
|
|
322
|
|
|||
South America
|
373
|
|
|
284
|
|
|
351
|
|
|||
Asia
|
310
|
|
|
459
|
|
|
431
|
|
|||
Surface Technologies
|
56
|
|
|
43
|
|
|
53
|
|
|||
|
$
|
1,895
|
|
|
$
|
3,343
|
|
|
$
|
2,460
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Sales by Product Group
|
|
|
|
|
|
||||||
Atmospheric gases and related
|
$
|
8,623
|
|
|
$
|
8,451
|
|
|
$
|
8,104
|
|
Process gases and other
|
2,971
|
|
|
2,822
|
|
|
2,464
|
|
|||
Surface technologies
|
679
|
|
|
652
|
|
|
656
|
|
|||
|
$
|
12,273
|
|
|
$
|
11,925
|
|
|
$
|
11,224
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Sales by Major Country
|
|
|
|
|
|
||||||
United States
|
$
|
5,171
|
|
|
$
|
4,764
|
|
|
$
|
4,305
|
|
Brazil
|
1,511
|
|
|
1,603
|
|
|
1,668
|
|
|||
Other – foreign
|
5,591
|
|
|
5,558
|
|
|
5,251
|
|
|||
|
$
|
12,273
|
|
|
$
|
11,925
|
|
|
$
|
11,224
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Long-lived Assets by Major Country (c)
|
|
|
|
|
|
||||||
United States
|
$
|
4,817
|
|
|
$
|
4,723
|
|
|
$
|
4,255
|
|
Brazil
|
1,344
|
|
|
1,376
|
|
|
1,535
|
|
|||
Other – foreign
|
5,836
|
|
|
6,179
|
|
|
5,663
|
|
|||
|
$
|
11,997
|
|
|
$
|
12,278
|
|
|
$
|
11,453
|
|
(a)
|
Sales reflect external sales only. Intersegment Sales, primarily from North America to other segments, were not material.
|
(b)
|
Includes equity investments as of December 31, as follows:
|
(Millions of dollars)
|
2014
|
|
2013
|
|
2012
|
||||||
North America
|
$
|
132
|
|
|
$
|
128
|
|
|
$
|
135
|
|
Europe
|
207
|
|
|
218
|
|
|
199
|
|
|||
Asia
|
354
|
|
|
356
|
|
|
320
|
|
|||
|
$
|
693
|
|
|
$
|
702
|
|
|
$
|
654
|
|
(c)
|
Long-lived assets include property, plant and equipment – net.
|
2014
|
1Q
|
|
2Q
|
|
3Q
|
|
4Q (a)
|
|
YEAR (a)
|
||||||||||
Sales
|
$
|
3,026
|
|
|
$
|
3,113
|
|
|
$
|
3,144
|
|
|
$
|
2,990
|
|
|
$
|
12,273
|
|
Cost of sales, exclusive of depreciation and amortization
|
$
|
1,726
|
|
|
$
|
1,767
|
|
|
$
|
1,780
|
|
|
$
|
1,689
|
|
|
$
|
6,962
|
|
Depreciation and amortization
|
$
|
285
|
|
|
$
|
293
|
|
|
$
|
301
|
|
|
$
|
291
|
|
|
$
|
1,170
|
|
Operating profit
|
$
|
675
|
|
|
$
|
697
|
|
|
$
|
711
|
|
|
$
|
525
|
|
|
2,608
|
|
|
Net income – Praxair, Inc.
|
$
|
448
|
|
|
$
|
467
|
|
|
$
|
477
|
|
|
$
|
302
|
|
|
$
|
1,694
|
|
Basic Per Share Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
1.52
|
|
|
$
|
1.59
|
|
|
$
|
1.63
|
|
|
$
|
1.04
|
|
|
$
|
5.79
|
|
Weighted average shares (000’s)
|
294,195
|
|
|
292,945
|
|
|
292,170
|
|
|
290,667
|
|
|
292,494
|
|
|||||
Diluted Per Share Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
1.51
|
|
|
$
|
1.58
|
|
|
$
|
1.62
|
|
|
$
|
1.03
|
|
|
$
|
5.73
|
|
Weighted average shares (000’s)
|
297,253
|
|
|
295,976
|
|
|
295,239
|
|
|
293,555
|
|
|
295,608
|
|
2013
|
1Q (a)
|
|
2Q
|
|
3Q (a)
|
|
4Q (a)
|
|
YEAR (a)
|
||||||||||
Sales
|
$
|
2,888
|
|
|
$
|
3,014
|
|
|
$
|
3,013
|
|
|
$
|
3,010
|
|
|
$
|
11,925
|
|
Cost of sales, exclusive of depreciation and amortization
|
$
|
1,638
|
|
|
$
|
1,710
|
|
|
$
|
1,697
|
|
|
$
|
1,699
|
|
|
$
|
6,744
|
|
Depreciation and amortization
|
$
|
266
|
|
|
$
|
275
|
|
|
$
|
281
|
|
|
$
|
287
|
|
|
$
|
1,109
|
|
Operating profit
|
$
|
600
|
|
|
$
|
665
|
|
|
$
|
670
|
|
|
$
|
690
|
|
|
$
|
2,625
|
|
Net income – Praxair, Inc.
|
$
|
391
|
|
|
$
|
445
|
|
|
$
|
445
|
|
|
$
|
474
|
|
|
$
|
1,755
|
|
Basic Per Share Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
1.32
|
|
|
$
|
1.50
|
|
|
$
|
1.51
|
|
|
$
|
1.61
|
|
|
$
|
5.94
|
|
Weighted average shares (000’s)
|
296,604
|
|
|
295,668
|
|
|
295,124
|
|
|
294,697
|
|
|
295,523
|
|
|||||
Diluted Per Share Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
1.30
|
|
|
$
|
1.49
|
|
|
$
|
1.49
|
|
|
$
|
1.59
|
|
|
$
|
5.87
|
|
Weighted average shares (000’s)
|
299,700
|
|
|
298,654
|
|
|
298,357
|
|
|
298,225
|
|
|
298,965
|
|
(a)
|
2014
and
2013
include the impact of the following benefits/(charges) (see Notes 2, 5 & 7):
|
(Millions of dollars)
|
Operating
Profit/
(Loss)
|
|
Net
Income/
(Loss)
|
|
Diluted Earnings Per Share
|
||||||
Venezuela currency devaluation - Q4
|
$
|
(131
|
)
|
|
$
|
(131
|
)
|
|
$
|
(0.45
|
)
|
Pension settlement charge - Q4
|
(7
|
)
|
|
(5
|
)
|
|
(0.02
|
)
|
|||
Bond redemption -Q4
|
—
|
|
|
(22
|
)
|
|
(0.07
|
)
|
|||
Year 2014
|
$
|
(138
|
)
|
|
$
|
(158
|
)
|
|
$
|
(0.54
|
)
|
|
|
|
|
|
|
||||||
Venezuela currency devaluation – Q1
|
$
|
(23
|
)
|
|
$
|
(23
|
)
|
|
$
|
(0.08
|
)
|
Pension settlement charge – Q3
|
(9
|
)
|
|
(6
|
)
|
|
(0.02
|
)
|
|||
Income tax benefit - Q4
|
—
|
|
|
24
|
|
|
0.08
|
|
|||
Bond redemption - Q4
|
—
|
|
|
(12
|
)
|
|
(0.04
|
)
|
|||
Year 2013
|
$
|
(32
|
)
|
|
$
|
(17
|
)
|
|
$
|
(0.06
|
)
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
Plan Category
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights (a)
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights (b)
|
|
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a)) (c)
|
||||
Equity compensation plans approved by shareholders
|
12,121,179
|
|
(1)
|
$
|
80.65
|
|
|
7,982,085
|
|
Equity compensation plans not approved by shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
12,121,179
|
|
|
$
|
80.65
|
|
|
7,982,085
|
|
(1)
|
This amount includes 307,159 restricted shares and 832,860 performance shares. Up to an additional 700,345 performance shares could be issued if performance goals are achieved at the maximum specified targets. See Note 15 to the consolidated financial statements.
|
(a)
|
The following documents are filed as part of this report:
|
(1)
|
The company’s
2014
Consolidated Financial Statements and the Report of the Independent Registered Public Accounting Firm are included in Part II, Item 8. Financial Statements and Supplementary Data.
|
(2)
|
Financial Statement Schedules – All financial statement schedules have been omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
|
(3)
|
Exhibits – The exhibits filed as part of this Annual Report on Form 10-K are listed in the accompanying index.
|
|
|
PRAXAIR, INC.
|
||||
|
|
(Registrant)
|
||||
Date: February 25, 2015
|
By:
|
/s/ E
LIZABETH
T. H
IRSCH
|
||||
|
|
Elizabeth T. Hirsch
Vice President and Controller
(On behalf of the Registrant and
as Chief Accounting Officer)
|
/s/ S
TEPHEN
F. A
NGEL
|
|
/s/ M
ATTHEW
J. W
HITE
|
|
/s/ N
ANCE
K. D
ICCIANI
|
Stephen F. Angel
Chairman, President,
Chief Executive Officer and
Director
|
|
Matthew J. White
Senior Vice President and Chief Financial Officer
|
|
Nance K. Dicciani
Director
|
|
|
|
||
/s/ E
DWARD
G. G
ALANTE
|
|
/s/ C
LAIRE
W. G
ARGALLI
|
|
/s/ I
RA
D. H
ALL
|
Edward G. Galante
Director
|
|
Claire W. Gargalli
Director
|
|
Ira D. Hall
Director
|
|
|
|
||
/s/ R
AYMOND
W. L
E
B
OEUF
|
|
/s/ L
ARRY
D. M
C
V
AY
|
|
/s/ W
AYNE
T. S
MITH
|
Raymond W. LeBoeuf
Director
|
|
Larry D. McVay
Director
|
|
Wayne T. Smith
Director
|
|
|
|
||
/s/ O
SCAR
DE
P
AULA
B
ERNARDES
|
|
/s/ R
OBERT
L. W
OOD
|
|
/s/ Denise L. Ramos
|
Oscar de Paula Bernardes
Director
|
|
Robert L. Wood
Director
|
|
Denise L. Ramos
Director
|
Exhibit No.
|
|
Description
|
|
|
|
3.01
|
|
Restated Certificate of Incorporation of Praxair, Inc. as filed with the Secretary of State of the State of Delaware on April 27, 2012 (Filed as Exhibit 3.01 to the Company’s Current Report on Form 8-K dated April 30, 2012, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
3.02
|
|
Amended and Restated By-Laws of Praxair, Inc. (Filed as Exhibit 3.02 to the Company’s Current Report on Form 8-K dated April 30, 2012, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
3.03
|
|
Certificate of Designations for the 7.48% Cumulative Preferred Stock, Series A (Filed on February 13, 1997 as Exhibit 3.3 to Amendment #1 to the Company’s Registration Statement on Form S-3, Registration No. 333-18141).
|
|
|
|
3.04
|
|
Certificate of Designations for the 6.75% Cumulative Preferred Stock, Series B (Filed on February 13, 1997 as Exhibit 3.4 to Amendment #1 to the Company’s Registration Statement on Form S-3, Registration No. 333-18141).
|
|
|
|
4.01
|
|
Common Stock Certificate (Filed as Exhibit 4.01 to the Company’s Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
4.02
|
|
Indenture, dated as of July 15, 1992, between Praxair, Inc. and U.S. Bank National Association, as the ultimate successor trustee to Bank of America, Illinois, formerly Continental Bank, National Association (Filed as Exhibit 4 to the Company’s Current Report on Form 8-K dated March 19, 2007, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
4.03
|
|
Copies of the agreements relating to long-term debt which are not required to be filed as exhibits to this Annual Report on Form 10-K will be furnished to the Securities and Exchange Commission upon request.
|
|
|
|
4.04
|
|
Series A Preferred Stock Certificate (Filed on February 7, 1997 as Exhibit 4.3 to Amendment #1 to the Company’s Registration Statement on Form S-3, Registration No. 333-18141).
|
|
|
|
4.05
|
|
Series B Preferred Stock Certificate (Filed on February 7, 1997 as Exhibit 4.4 to Amendment #1 to the Company’s Registration Statement on Form S-3, Registration No. 333-18141).
|
|
|
|
*10.01
|
|
Restated 2002 Praxair, Inc. Long Term Incentive Plan (Filed as Exhibit 10.01 to the Company’s 2003 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
*10.01a
|
|
Amendment, dated as of October 24, 2006, to the Amended and Restated 2002 Praxair, Inc. Long Term Incentive Plan (Filed as Exhibit 10.01a to the Company’s 2006 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
*10.01b
|
|
Amendment, dated as of January 23, 2007, to the Amended and Restated 2002 Praxair, Inc. Long Term Incentive Plan (Filed as Exhibit 10.01b to the Company’s 2006 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
*10.01c
|
|
Form of Standard Option Award under the 2002 Praxair, Inc. Long Term Incentive Plan (Filed as Exhibit 10.01c to the Company’s 2007 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
*10.01d
|
|
Form of Transferable Option Award under the 2002 Praxair, Inc. Long Term Incentive Plan (Filed as Exhibit 10.01d to the Company’s 2007 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
|
*10.02
|
|
Form of Executive Severance Compensation Agreement effective January 1, 2009 (Filed as Exhibit 10.02 to the Company’s 2008 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
*10.02a
|
|
Form of Amendment, effective December 31, 2012, to Executive Severance Compensation Agreements that were effective January 1, 2009 (Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated December 14, 2012, Filing No. 1-11037, and incorporated herein by reference.
|
|
|
|
*10.02b
|
|
Form of Executive Severance Compensation Agreement effective January 1, 2010 (Filed as Exhibit 10.02 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
*10.02c
|
|
Form of Amendment, effective December 31, 2012, to Executive Severance Compensation Agreements that were effective January 1, 2010 (Filed as Exhibit 10.02c to the Company’s 2012 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
*10.02d
|
|
Form of Executive Severance Compensation Agreement effective January 1, 2013 (Filed as Exhibit 10.02d to the Company’s 2012 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
*10.03
|
|
Praxair, Inc. Variable Compensation Plan amended and restated effective April 24, 2012 (Filed as Exhibit 10.01 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
*10.04
|
|
Amended and Restated 1995 Stock Option Plan for Non-Employee Directors (Filed as Exhibit 10.04 to the Company’s 2003 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
*10.04a
|
|
First Amendment, dated as of October 24, 2006, to the Amended and Restated 1995 Stock Option Plan for Non-Employee Directors (Filed as Exhibit 10.04a to the Company’s 2006 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
*10.04b
|
|
2005 Equity Compensation Plan for Non-Employee Directors of Praxair, Inc. amended and restated effective January 26, 2010 (Filed as Exhibit 10.04b to the Company’s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
*10.04c
|
|
Form of Option Award under the 2005 Equity Compensation Plan for Non-Employee Directors of Praxair, Inc (Filed as Exhibit 10.04a to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
*10.05a
|
|
Praxair, Inc. Supplemental Retirement Income Plan A effective January 1, 2008 (Filed as Exhibit 10.05a to the Company’s 2008 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
*10.05b
|
|
First amendment to the Praxair, Inc. Supplemental Retirement Income Plan A effective January 1, 2010 (Filed as Exhibit 10.05b to the Company’s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
*10.05c
|
|
Praxair, Inc. Supplemental Retirement Income Plan B amended and restated effective December 31, 2007 (Filed as Exhibit 10.05b to the Company’s 2008 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
*10.05d
|
|
First amendment to the Praxair, Inc. Supplemental Retirement Income Plan B effective January 1, 2010 (Filed as Exhibit 10.05d to the Company’s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
*10.05e
|
|
Second Amendment to Praxair, Inc. Supplemental Retirement Income Plan B effective July 1, 2012 (Filed as Exhibit 10.05e to the Company’s 2012 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
*10.05f
|
|
Praxair, Inc. Equalization Benefit Plan amended and restated effective December 31, 2007 (Filed as Exhibit 10.05c to the Company’s 2008 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
*10.05g
|
|
First amendment to the Praxair, Inc. Equalization Benefit Plan amended and restated effective January 1, 2010 (Filed as Exhibit 10.05f to the Company’s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
*10.06
|
|
Praxair, Inc. Director’s Fees Deferral Plan amended and restated effective January 26, 2010 (Filed as Exhibit 10.06 to the Company’s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
*10.07
|
|
Praxair, Inc. Compensation Deferral Program Amended and Restated as of July 15, 2014 (Filed as Exhibit 10.01 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
10.08
|
|
Transfer Agreement dated January 1, 1989, between Union Carbide Corporation and the registrant (Filed as Exhibit 10.06 to the Company’s Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
10.08a
|
|
Amendment No. 1 dated as of December 31, 1989, to the Transfer Agreement (Filed as Exhibit 10.07 to the Company’s Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
10.08b
|
|
Amendment No. 2 dated as of July 2, 1990, to the Transfer Agreement (Filed as Exhibit 10.08 to the Company’s Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
10.08c
|
|
Amendment No. 3 dated as of January 2, 1991, to the Transfer Agreement (Filed as Exhibit 10.09 to the Company’s Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
10.09
|
|
Transfer Agreement dated January 1, 1989, between Union Carbide Corporation and Union Carbide Coatings Service Corporation (Filed as Exhibit 10.14 to the Company’s Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
10.09a
|
|
Amendment No. 1 dated as of December 31, 1989, to the Transfer Agreement (Filed as Exhibit 10.15 to the Company’s Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
10.09b
|
|
Amendment No. 2 dated as of July 2, 1990, to the Transfer Agreement (Filed as Exhibit 10.16 to the Company’s Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
10.10
|
|
Additional Provisions Agreement dated as of June 4, 1992 (Filed as Exhibit 10.21 to the Company’s Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
10.11
|
|
Amended and Restated Realignment Indemnification Agreement dated as of June 4, 1992 (Filed as Exhibit 10.23 to the Company’s Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
10.12
|
|
Environmental Management, Services and Liabilities Allocation Agreement dated as of January 1, 1990 (Filed as Exhibit 10.13 to the Company’s Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
10.12a
|
|
Amendment No. 1 to the Environmental Management, Services and Liabilities Allocation Agreement dated as of June 4, 1992 (Filed as Exhibit 10.22 to the Company’s Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
10.13
|
|
Danbury Lease-Related Services Agreement dated as of June 4, 1992 (Filed as Exhibit 10.24 to the Company’s Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
10.13a
|
|
First Amendment to Danbury Lease-Related Services Agreement (Filed as Exhibit 10.13a to the Company’s 1994 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
|
Exhibit No.
|
|
Description
|
|
|
|
10.14
|
|
Danbury Lease Agreements, as amended (Filed as Exhibit 10.26 to the Company’s Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
10.14a
|
|
Second Amendment to Linde Data Center Lease (Danbury) (Filed as Exhibit 10.14a to the Company’s 1993 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
10.14b
|
|
Fourth Amendment to Carbide Center Lease (Filed as Exhibit 10.14b to the Company’s 1993 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
10.14c
|
|
Third Amendment to Linde Data Center Lease (Filed as Exhibit 10.14c to the Company’s 1994 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
10.14d
|
|
Fifth Amendment to Carbide Center Lease (Filed as Exhibit 10.14d to the Company’s 1994 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
10.14e
|
|
Sixth Amendment to Carbide Center Lease (Filed as Exhibit 10.14e to the Company’s 2004 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
10.15
|
|
Employee Benefits Agreement dated as of June 4, 1992 (Filed as Exhibit 10.25 to the Company’s Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
10.15a
|
|
First Amendatory Agreement to the Employee Benefits Agreement (Filed as Exhibit 10.15a to the Company’s 1994 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
10.16
|
|
Tax Disaffiliation Agreement dated as of June 4, 1992 (Filed as Exhibit 10.20 to the Company’s Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
10.17
|
|
Credit Agreement dated as of December 19, 2014 among Praxair, Inc. and the Eligible Subsidiaries Referred to therein, the Lenders listed therein, and Bank of America, N.A., as Administrative Agent, Citibank N.A., Deutsche Bank Securities Inc. and HSBC Securities (USA) Inc., as Syndication Agents was filed as Exhibit 10.1 to the Company’s current report on Form 8-K, dated December 22, 2014, Filing No. 1-11037, and is incorporated herein by reference.
|
|
|
|
|
|
|
*10.18
|
|
Praxair, Inc. Plan for Determining Performance-Based Awards Under Section 162(m) (included as Appendix 3 to the Company’s definitive proxy statement for its 2011 annual meeting of shareholders filed on March 16, 2011 and incorporated herein by reference).
|
|
|
|
*10.19
|
|
Service Credit Arrangement for Stephen F. Angel dated May 23, 2007 was filed as Exhibit 10.20 to the Company’s Form 8-K filed on May 24, 2007 and is incorporated herein by reference.
|
|
|
|
*10.20
|
|
2009 Praxair, Inc. Long Term Incentive Plan as amended on April 27, 2010, January 25, 2011 and October 23, 2012 was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated December 14, 2012 Filing No. 1-11037, and incorporated herein by reference.
|
|
|
|
*10.21
|
|
Form of Standard Option Award under the 2009 Praxair, Inc. Long Term Incentive Plan (Filed as Exhibit 10.22 to the Company’s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
|
Exhibit No.
|
|
Description
|
|
|
|
*10.22
|
|
Form of Transferable Option Award under the 2009 Praxair, Inc. Long Term Incentive Plan (Filed as Exhibit 10.23 to the Company’s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
*10.23
|
|
Form of Restricted Stock Unit Award under the 2009 Praxair, Inc. Long Term Incentive Plan (Filed as Exhibit 10.24 to the Company’s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
*10.24a
|
|
Form of Performance Share Unit Award under the 2009 Praxair, Inc. Long Term Incentive Plan for grants made from 2010-2013 (Filed as Exhibit 10.25 to the Company’s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
*10.24b
|
|
Form of Performance Share Unit Award under the 2009 Praxair, Inc. Long Term Incentive Plan for grants made in 2013-2014 with Earnings Per Share performance metrics (Filed as Exhibit 10.24b to the Company’s 2012 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
*10.24c
|
|
Form of Performance Share Unit Award under the 2009 Praxair, Inc. Long Term Incentive Plan for grants made in 2013-2014 with Return on Capital performance metrics (Filed as Exhibit 10.24c to the Company’s 2012 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
*10.25
|
|
Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan (Filed as Exhibit 10.01 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
*10.26
|
|
Form of Transferable Option Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants made in 2015 and thereafter is filed herewith.
|
|
|
|
*10.27
|
|
Form of Restricted Stock Unit Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants made in 2015 and thereafter is filed herewith.
|
|
|
|
*10.28a
|
|
Form of Performance Share Unit Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants made in 2015 and thereafter with Earnings Per Share performance metrics is filed herewith.
|
|
|
|
*10.28b
|
|
Form of Performance Share Unit Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants made in 2015 and thereafter with Return on Capital performance metrics is filed herewith.
|
|
|
|
*10.29
|
|
Letter of Clarification of Certain Pension Benefits dated October 26, 2010 between the Company and James T. Breedlove (Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, Filing No. 1-11037, and incorporated herein by reference).
|
|
|
|
10.30
|
|
Form of Standard Underwriting Agreement Provisions was filed as Exhibit 1.1 to the Company’s Form S-3 filed on August 8, 2012, and is incorporated herein by reference.
|
|
|
|
10.31
|
|
Terms Agreement dated February 1, 2012 among the Company, Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the underwriters named therein for the issuance and sale of $600,000,000 2.450% Notes due 2022, was filed as Exhibit 1 to the Company’s Current Report on Form 8-K, dated February 6, 2012, Filing No. 1-11037, and incorporated herein by reference.
|
|
|
|
10.32
|
|
Terms Agreement dated July 30, 2012 among the Company, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named therein for the issuance and sale of $500,000,000 2.20% Notes due August 15, 2022, was filed as Exhibit 1 to the Company’s Current Report on Form 8-K, dated August 2, 2012, Filing No. 1-11037, and incorporated herein by reference.
|
|
|
|
10.33
|
|
Terms Agreement dated November 2, 2012 among the Company, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and RBS Securities Inc., as representatives of the underwriters named therein for the issuance and sale of $400,000,000 1.05% Notes due 2017, and $300,000,000 3.55% Notes due 2042, was filed as Exhibit 1 to the Company’s Current Report on Form 8-K, dated November 7, 2012, Filing No. 1-11037, and incorporated herein by reference.
|
|
|
|
Exhibit No.
|
|
Description
|
10.34
|
|
Terms Agreement dated February 13, 2013 among the Company, HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Mitsubishi UFJ Securities (USA), Inc., as representatives of the underwriters named therein for the issuance and sale of $400,000,000 0.75% Notes due 2016, and $500,000,000 aggregate principal amount of its 2.70 % Notes due 2023, was filed as Exhibit 1 to the Company’s Current Report on Form 8-K, dated February 19, 2013, Filing No. 1-11037, and incorporated herein by reference.
|
|
|
|
10.35
|
|
Terms Agreement dated February 27, 2013 between the Company and Citigroup Global Markets Inc., the underwriter named therein for the issuance and sale of $500,000,000 1.200% Notes due 2018, was filed as Exhibit 1 to the Company’s Current Report on Form 8-K, dated March 4, 2013, Filing No. 1-11037, and incorporated herein by reference.
|
|
|
|
10.36
|
|
Terms Agreement dated April 29, 2013 among the Company, Citigroup Global Markets Inc. , Credit Suisse Securities (USA) LLC and RBS Securities Inc., as representatives of the underwriters named therein for the issuance and sale of $475,000,000 1.250% Notes due 2018 and $175,000,000 3.550% Notes due 2042, was filed as Exhibit 1 to the Company’s Current Report on Form 8-K, dated April 30, 2013, Filing No. 1-11037, and incorporated herein by reference.
|
|
|
|
10.37
|
|
Terms Agreement dated November 4, 2013 between the Company and Citigroup Global Markets Inc., the underwriter named therein for the issuance and sale of $500,000,000 1.900% Notes due 2019, was filed as Exhibit 1 to the Company’s Current Report on Form 8-K, dated November 5, 2013, Filing No 1-11037, and incorporated herein by reference.
|
|
|
|
10.38
|
|
Terms Agreement dated March 4, 2014 among the Company and Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, London Branch and HSBC Bank plc, acting on behalf of the several underwriters for the issuance and sale of €600,000,000 1.500% Notes due 2020, was filed as Exhibit 1 to the Company’s current report on Form 8-K dated March 5, 2014, Filing No. 1-11037, and incorporated herein by reference.
|
|
|
|
10.39
|
|
Terms Agreement dated November 21, 2014 among the Company and Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, HSBC Bank plc and Merrill Lynch International, acting on behalf of the several underwriters for the issuance and sale of €500,000,000 1.625% Notes due 2025, was filed as Exhibit 1 to the Company’s current report on Form 8-K dated November 24, 2014, Filing No. 1-11037, and incorporated herein by reference.
|
|
|
|
12.01
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
21.01
|
|
Subsidiaries of Praxair, Inc.
|
|
|
|
23.01
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
31.01
|
|
Rule 13a-14(a) Certification
|
|
|
|
31.02
|
|
Rule 13a-14(a) Certification
|
|
|
|
32.01
|
|
Section 1350 Certification (such certifications are furnished for the information of the Commission and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act).
|
|
|
|
32.02
|
|
Section 1350 Certification (such certifications are furnished for the information of the Commission and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act).
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
Exhibit No.
|
|
Description
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
1.
|
Grant of Option
. The Company hereby grants to Participant, as of the Grant Date, a Nonqualified Stock Option to purchase all or any part of the aggregate of [__]
Shares (the “Option Shares”) at the Option Price of
[
$ ___]
per Share. This Award will be exercisable only as hereinafter provided.
|
2.
|
Expiration Date
. Except as otherwise provided herein, this Award shall expire on the tenth anniversary of the Grant Date and in no event may this Award be exercised on or after such date.
|
3.
|
Exercisability; Treatment upon Termination of Service
.
|
a.
|
Exercisability Generally
. Except as otherwise provided in either the Plan or this Section 3, this Award shall become exercisable as to [__] of the Option Shares on each of the [__] anniversaries of the Grant Date. Once this Award has become exercisable, it shall continue to be exercisable until the earlier of its expiration date or the termination of the Participant’s rights hereunder pursuant to either the Plan or this Award. In the event that the number of Option Shares is not evenly divisible by [__], the remaining amount shall be added to the last vesting period. Notwithstanding the foregoing, this Award shall become immediately vested and exercisable as to all of the Option Shares upon the occurrence of the Participant’s death while the Participant remains actively employed by Praxair and shall become vested and exercisable in the event of a Change in Control in accordance with Section 3.b.v. below.
|
b.
|
Termination of Employment
. This Award is exercisable by the Participant only while the Participant is in active employment with Praxair and will be immediately forfeited upon the effective date of the Participant’s termination of employment with Praxair (an individual who is employed by a Subsidiary shall be deemed to have terminated employment for purposes of this Award at such time as the employing entity ceases to be a Subsidiary), except that this Award shall continue to be exercisable following the effective date of the Participant’s termination of employment with Praxair as follows:
|
i.
|
Death
. In the event the Participant’s employment terminates by reason of his or her death, this Award shall continue to be exercisable by the Participant’s executor, administrator, or legal representative at any time prior to the earlier of the third anniversary of the Participant’s death or the Award’s expiration date and thereafter shall be forfeited.
|
ii.
|
Total and Permanent Disability
. In the event the Participant becomes Totally and Permanently Disabled while employed by Praxair, this Award shall continue to be exercisable at any time prior to its expiration date;
provided, however,
that following the determination of the Participant’s Total and Permanent Disability, this Award shall only become exercisable in accordance with Section 3.a. For
|
iii.
|
Termination After Satisfying Age/Service Requirement
. In the case of the Participant’s termination of employment with Praxair for any reason other than for cause, and not due to the Participant’s death or Total and Permanent Disability, after: (A) attaining age 65; (B) attaining age 62 and completing at least 10 years of employment with Praxair; or (C) having accumulated 85 points, where each year of the Participant’s age and each year of employment with Praxair, count for one point (collectively, the “Age/Service Requirement”), this Award shall continue to be exercisable at any time prior to its expiration date;
provided, however,
that following the Participant’s satisfaction of the Age/Service Requirement, this Award shall only become exercisable in accordance with Section 3.a.; and
provided further,
that in the event of the Participant’s termination of employment with Praxair prior to the first anniversary of the Grant Date, regardless of satisfying the Age/Service Requirement, this Award shall never become vested and exercisable and shall be immediately forfeited upon the effective date of the Participant’s termination of employment with Praxair.
|
iv.
|
Termination by Action of Praxair Other than for Cause
. In the event of the Participant’s termination of employment by action of Praxair other than for cause prior to the Participant’s satisfaction of the Age/Service Requirement and not due to the Participant’s death or Total and Permanent Disability, this Award shall continue to be exercisable by the Participant at any time prior to the earlier of the third anniversary of the effective date of the Participant’s termination or the Award’s expiration date and thereafter shall be forfeited;
provided, however,
that following such termination of the Participant’s employment, this Award shall only become exercisable in accordance with Section 3.a.; and
provided further,
that in the event such termination of the Participant’s employment by Praxair occurs prior to the first anniversary of the Grant Date, this Award shall never become exercisable and shall be immediately forfeited upon the effective date of such termination of the Participant’s employment. For purposes of this Award only, the Participant’s termination by action of Praxair for cause, shall include, but not be limited to, the Participant’s termination by action of Praxair for violation of Praxair’s Standards of Business Integrity (or any superseding integrity policy) or poor performance.
|
v.
|
Termination following a Change in Control
. Notwithstanding any other provision of this Award to the contrary, in the event the Participant’s employment with Praxair or any successor thereto is terminated (a) by action of Praxair other than for Cause or (b) by Participant with Good Reason, in each case, within two (2) years following the Change in Control, this Award shall become immediately vested and exercisable as to all of the Option Shares and shall continue to be exercisable by the Participant at any time prior to the earlier of the first anniversary of the effective date of the Participant’s termination or the Award’s expiration date and thereafter shall be forfeited.
|
(A)
|
For purposes of this Section 3.b.v., “Cause” shall have the meaning set forth in the Participant’s employment agreement or severance compensation agreement, in either case, as in effect immediately before the Change in Control, provided, however, that in the absence of any such agreement or in the event that such agreement does not contain a definition of “Cause,” Cause shall include, but not be limited to, violation of Praxair’s Standards of Business Integrity (or any superseding integrity policy) or poor performance.
|
(B)
|
For purposes of this Section 3.b.v., “Good Reason” shall have the meaning set forth in the Participant’s employment agreement or severance compensation agreement, in either case, as in effect immediately before the Change in Control, provided, however, that in the absence of such any such agreement or in the event that such agreement does not contain a definition of “Good Reason,” Good Reason shall mean, without the Participant’s express written consent, (a) a reduction in the annual rate of base salary as in effect immediately prior to the date of the Change in Control or as the same may be increased from time to time thereafter, unless such reduction is part of a policy, program or arrangement that is applicable on a nondiscriminatory basis to the Participant and other similarly situated executives employed by Praxair or its successors or (b) the assignment of any duties or responsibilities or diminution of duties or responsibilities which in the Participant’s
|
4.
|
Transferability
.
|
a.
|
This Award is not transferable other than:
|
i.
|
in the event of the Participant’s death, in which case this Award shall be transferred to the Participant’s executor, administrator, or legal representative, or
|
ii.
|
if the Participant has met the Company’s stock ownership guidelines applicable to him/her at the time of such proposed transfer, by the Participant, as a gift and without consideration, in whole or in parts to;
|
(A)
|
the Participant’s spouse, children (including by adoption), stepchildren or grandchildren (“immediate family members”),
|
(B)
|
a partnership in which such immediate family members are the only partners, or
|
(C)
|
a trust for the exclusive benefit of such immediate family members; or
|
iii.
|
in the case of a transferee’s or distributee’s death, to his/her estate, in which case this Award may be exercised only by the executor or administrator of such estate and shall not be subject to further transfer; or
|
iv.
|
pursuant to a domestic relations order.
|
b.
|
Any transfer of this Award, in whole or in part, is subject to acceptance by the Company in its sole discretion and shall be affected according to such procedures as the Company’s Chief Human Resources Officer may establish.
|
c.
|
The provisions of this Award, relating to the Participant, shall apply to this Award notwithstanding any transfer to a third party.
|
5.
|
Exercise of Option.
|
a.
|
Notice of Exercise
. This Award may be exercised by the delivery of a notice of exercise to the Company or an agent designated by the Company in a form specified or accepted by the Committee, or by complying with any alternative procedures which may be authorized by the Committee, setting forth the number of Option Shares with respect to which the Award is to be exercised, accompanied by full payment for the Option Shares. The Award may be exercised only in a whole number of Shares.
|
b.
|
Exercise Price Payment
. A condition of the issuance of the Shares as to which this Award is exercised shall be the payment of the Option Price. The Option Price shall be payable to the Company in full either: (i) in cash or its equivalent; (ii) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Market Price at the time of exercise equal to the Option Price (provided that the Shares that are tendered may be subject to a minimum holding period, as determined by the Committee in its discretion, prior to their tender to satisfy the Option Price if acquired under this Plan or any other compensation plan maintained by the Company or have been purchased on the open market); (iii) by having the Company withhold Shares that otherwise would be delivered to the exerciser pursuant to the exercise of the Option having a value equaling the aggregate Option Price due; (iv) by a cashless (broker-assisted) exercise; (v) by a combination of (i), (ii), (iii) and/or (iv); or (vi) any other method approved or accepted by the Committee in its sole discretion. Unless otherwise determined by the Committee, all payments under all of the methods indicated above shall be paid in United States dollars.
|
c.
|
Taxes
. To enable Praxair to meet any applicable federal, state, city, local or foreign withholding tax requirements arising as a result of the exercise of the Award, the exerciser shall pay Praxair the amount of tax to be withheld, if any, in cash or by having Praxair withhold Shares that would otherwise be delivered pursuant to the exercise of the Award, provided that, if Shares are so withheld, they shall be withheld only up to the minimum required tax withholding rates or such other rate that will not trigger a negative accounting impact on Praxair. The value of any Shares so withheld shall be the Share price at the time of exercise. Praxair reserves the right to (i) disapprove an exerciser’s election to utilize any of the alternatives under this Section, and (ii) to delay the completion of any exercise of this Award until the applicable withholding tax has been paid.
|
d.
|
Delivery of Shares
. Upon the exercise of an Award with respect to a part or all of the Option Shares in the manner and within the time herein provided, the Company shall issue and deliver to the exerciser, the number of Shares with respect to which the Award was exercised. Notwithstanding any provision of the Plan or this Award to the contrary, such Shares shall be subject to applicable Praxair policies as from time to time in effect, including but not limited to, Praxair’s insider trading and Executive Stock Ownership Policies.
|
6.
|
Other Terms and Conditions
. It is understood and agreed that the Award evidenced hereby is subject to the following terms and conditions:
|
a.
|
No Right to Continued Employment
. This Award shall not confer upon the Participant any right with respect to continuance of employment by Praxair nor shall this Award interfere with the right of Praxair to terminate the Participant’s employment.
|
b.
|
No Right to Future Awards
. The selection of recipients of Awards under the Plan is determined annually on the basis of several factors, including job responsibilities and anticipated future job performance. The Participant’s selection to receive this Award shall in no way entitle him/her to receive, or otherwise obligate the Company to provide the Participant, any future option Award or other award under the Plan or otherwise.
|
c.
|
Cancellation of Award
. Notwithstanding any other provision of this Award, the Committee may, in its sole discretion, cancel, rescind, suspend, withhold, or otherwise limit or restrict this Award, and/or recover any gains realized by the Participant in connection with this Award, in the event of any actions by the Participant are determined by the Committee to (a) constitute a conflict of interest with Praxair, (b) be prejudicial to Praxair’s interests, or (c) violate any non-compete agreement or obligation of the Participant to Praxair, any confidentiality agreement or obligation of the Participant to Praxair, Praxair’s applicable policies, or the Participant’s terms and conditions of employment.
|
d.
|
Clawback
. This Award shall be subject to the clawback or recapture policy, if any, that Praxair may adopt from time to time to the extent provided in such policy and, in accordance with such policy, may be subject to the requirement that this Award be repaid to Praxair after it has been distributed or paid to the Participant.
|
e.
|
Governing Law
. This Award shall be governed by and construed in accordance with the laws of Connecticut, without giving effect to principles of conflict of laws.
|
f.
|
No Third Party Beneficiaries
. Except as expressly provided in the Plan or herein, neither the Plan nor this Award will confer on any person other than Praxair and the Participant any rights or remedies under the Plan or hereunder.
|
Praxair, Inc.
|
|
|
|
By
|
|
|
|
|
|
|
1.
|
Award of Restricted Stock Units.
The Participant is hereby granted an award of [___] notional RSUs (the “Award”). Each RSU represents a bookkeeping entry which is intended to be equal in value to a single Share.
|
2.
|
Vesting of Award; Treatment upon Termination of Service or Change in Control.
|
a.
|
Vesting Generally
. Except as otherwise provided in either the Plan or Section 2.b., this Award shall vest on the [___] anniversary of the Grant Date, if, and only if, the Participant has remained continuously employed by Praxair at all times from the Grant Date through the [__] anniversary of the Grant Date (a Participant who is employed by a Subsidiary shall be deemed to have terminated employment by action of Praxair other than for cause for purposes of this Award at such time as the employing entity ceases to be a Subsidiary).
|
b.
|
Death, Disability, or Termination by Action of Praxair Other than for Cause
. Notwithstanding Section 2.a., this Award shall become immediately vested in the event of any of the following:
|
(i)
|
the Participant’s employment by Praxair terminates after the Grant Date, but prior to the [__] anniversary of the Grant Date by reason of the Participant’s death;
|
(ii)
|
the Participant becomes Totally and Permanently Disabled (as defined below) after the Grant Date but prior to the [__] anniversary of the Grant Date and while the Participant is employed by Praxair; or
|
(iii)
|
the Participant’s employment by Praxair terminates prior to the [__] anniversary of the Grant Date, by reason of the Participant’s termination of employment by action of Praxair other than for cause.
|
c.
|
Change in Control
. Notwithstanding any provision of this Section 2 to the contrary, this Award shall become immediately vested in the event the Participant’s employment with Praxair or any successor thereto is
|
(i)
|
For purposes of this Section 2.c., “Cause” shall have the meaning set forth in the Participant’s employment agreement or severance compensation agreement, in either case, as in effect immediately before the Change in Control, provided, however, that in the absence of any such agreement or in the event that such agreement does not contain a definition of “Cause,” Cause shall include, but not be limited to, violation of Praxair’s Standards of Business Integrity (or any superseding integrity policy) or poor performance.
|
(ii)
|
For purposes of this Section 2.c., “Good Reason” shall have the meaning set forth in the Participant’s employment agreement or severance compensation agreement, in either case, as in effect immediately before the Change in Control, provided, however, that in the absence of such any such agreement or in the event that such agreement does not contain a definition of “Good Reason,” Good Reason shall mean, without the Participant’s express written consent, (a) a reduction in the annual rate of base salary as in effect immediately prior to the date of the Change in Control or as the same may be increased from time to time thereafter, unless such reduction is part of a policy, program or arrangement that is applicable on a nondiscriminatory basis to the Participant and other similarly situated executives employed by Praxair or its successors or (b) the assignment of any duties or responsibilities or diminution of duties or responsibilities which in the Participant’s reasonable judgment are inconsistent with the Participant’s status or position with Praxair in effect immediately prior to the Change in Control, provided, however, that Good Reason shall not exist unless the Participant provides Praxair with a notice of termination not later than 60 days after the occurrence of the event giving rise to Good Reason and Praxair fails to remedy such condition to the Participant’s reasonable satisfaction within 30 days of such notice.
|
d.
|
Forfeiture of Award
. Except as otherwise provided under Article 16 of the Plan in connection with a Change in Control, in the event the Participant’s employment with Praxair terminates for any reason other than those specifically set forth in Sections 2.b.(i), (ii) or (iii) prior to the [___] anniversary of the Grant Date, this Award shall be immediately forfeited. In the event this Award is forfeited for any reason, no payment shall be made in settlement of the Award.
|
3.
|
Payment of Vested Award.
This Award shall be settled as soon as practicable following the date the Award becomes vested by payment to the Participant of a number of Shares equal to the number of RSUs granted under this Award or, in connection with a Change in Control, such other form of payment having an equivalent value as may be authorized by the Committee in its sole discretion. In no event shall any payment in settlement of this Award be made later than December 31 of the year in which the Award becomes vested.
|
4.
|
Other Terms and Conditions.
It is understood and agreed that the Award of RSUs evidenced hereby is subject to the following terms and conditions:
|
a.
|
Rights of Participant
. Except as provided in Section 4.d., the Participant shall have no right to transfer, pledge, hypothecate or otherwise encumber the Award. Prior to the payment of Shares in satisfaction of this Award, the Participant shall have none of the rights of a stockholder of the Company with respect to the Award, including, but not limited to, voting rights and the right to receive or accrue dividends or dividend equivalents. Notwithstanding any provision of the Plan or this Award to the contrary, Shares delivered in satisfaction of this Award shall be subject to applicable Praxair policies as from time to time in effect, including but not limited to, Praxair’s insider trading and Executive Stock Ownership Policies.
|
b.
|
No Right to Continued Employment
. This Award shall not confer upon the Participant any right with respect to continuance of employment by Praxair nor shall this Award interfere with the right of Praxair to terminate the Participant’s employment.
|
c.
|
No Right to Future Awards
. The selection of recipients of RSUs and other Awards under the Plan is determined annually on the basis of several factors, including job responsibilities and anticipated future job performance. The Participant’s selection to receive this Award shall in no way entitle him/her to receive, or otherwise obligate Praxair to provide the Participant, any future RSUs or other awards under the Plan or otherwise.
|
d.
|
Transferability
. This Award is not transferable other than:
|
(i)
|
in the event of the Participant’s death, in which case this Award shall be transferred to the Participant’s executor, administrator, or legal representative, or
|
(ii)
|
pursuant to a domestic relations order.
|
e.
|
Cancellation of Award
. Notwithstanding any other provision of this Award, the Committee may, in its sole discretion, cancel, rescind, suspend, withhold, or otherwise limit or restrict this Award, and/or recover any gains realized by the Participant in connection with this Award, in the event any actions by the Participant are determined by the Committee to (i) constitute a conflict of interest with Praxair, (ii) be prejudicial to Praxair’s interests, or (iii) violate any non-compete agreement or obligation of the Participant to Praxair, any confidentiality agreement or obligation of the Participant to Praxair, Praxair’s applicable policies, or the Participant’s terms and conditions of employment.
|
f.
|
Clawback
. This Award shall be subject to the clawback or recapture policy, if any, that Praxair may adopt from time to time to the extent provided in such policy and, in accordance with such policy, may be subject to the requirement that this Award be repaid to Praxair after it has been distributed or paid to the Participant.
|
5.
|
Tax Withholding.
Upon the date of payment of the Award, Praxair will deduct from the number of Shares (or other form of payment, if applicable) otherwise due the Participant, Shares (or other form of payment, if applicable) having a Fair Market Value (or fair market value in the event of payment other than in Shares) sufficient to discharge all applicable federal, state, city, local or foreign taxes of any kind required to be withheld with respect to such payment, provided that, if Shares are so withheld, they shall be withheld only up to the minimum required tax withholding rates or such other rate that will not trigger a negative accounting impact on Praxair. In the alternative, Praxair shall have the right to require the Participant to pay cash to satisfy any applicable withholding taxes as a condition to the payment of the Award.
|
6.
|
References.
References herein to rights and obligations of the Participant shall apply, where appropriate, to the Participant’s legal representative or estate without regard to whether specific reference to such legal representative or estate is contained in a particular provision of this Award.
|
7.
|
Governing Law.
This Award shall be governed by and construed in accordance with the laws of Connecticut, without giving effect to principles of conflict of laws.
|
8.
|
No Third Party Beneficiaries.
Except as expressly provided in the Plan or herein, neither the Plan nor this Award will confer on any person other than Praxair and the Participant any rights or remedies under the Plan or hereunder
|
Praxair, Inc.
|
|
|
|
By
|
|
|
1.
|
Award of Performance Share Units, Performance Measure and Performance Period.
The Participant is hereby granted an Award of [___]
notional “Performance Share Units” (the “Award”). A Performance Share Unit is a bookkeeping entry which is intended to be equal in value to a single Share. For purposes of this Award, [___]
Performance Share Units are considered the Participant’s “Target Amount.” Except as otherwise provided herein, the payment due in settlement of the Participant’s vested Award shall be made in the form of Shares, with the number of Shares payable determined by reference to the Company’s cumulative earnings per share (“EPS”) growth for the [___]-year period commencing on [__] and ending on [___] (the “Performance Period”) as set forth below. For purposes of this Award, EPS shall mean the Company’s adjusted diluted EPS as reported in its quarterly and annual Consolidated Financial Statements and the related Notes, which may be adjusted in the discretion of the Committee as it deems appropriate to eliminate the after-tax effects of any acquisition, divestiture, restructuring, other corporate transaction, accounting charges or any other extraordinary, unusual or non-recurring item, in each case, occurring during the Performance Period.
|
2.
|
Vesting of Award; Treatment upon Termination of Service; Change in Control.
|
a.
|
Vesting Generally
. Except as otherwise provided in this Section 2, this Award shall, subject to the satisfaction of the Condition to Payment set forth in Section 3.a., vest on the [___] anniversary of the Grant Date, provided that: (i) the Participant has remained continuously employed by Praxair at all times from the Grant Date through the third anniversary of the Grant Date (a Participant who is employed by a Subsidiary shall be deemed to have terminated employment by action of Praxair other than for cause for purposes of this Award at such time as the employing entity ceases to be a Subsidiary); and (ii) the Company’s cumulative EPS growth for the Performance Period meets the minimum threshold Performance Goal for payout set forth in Section 3.b. Payment with respect to such vested Award shall be determined and made in accordance with Section 3.b.
|
b.
|
Death or Disability
. Notwithstanding any provision of this Section 2 to the contrary, if after the Grant Date, but prior to the third anniversary of the Grant Date:
|
(i)
|
the Participant’s employment with Praxair terminates by reason of the Participant’s death; or
|
(ii)
|
the Participant becomes Totally and Permanently Disabled while employed by Praxair;
|
c.
|
Termination by Action of Praxair Other than for Cause, or Termination After Attaining Certain Age and Service Requirements
. Notwithstanding any provision of this Section 2 to the contrary, in the event the Participant’s employment with Praxair terminates on or after the first anniversary of the Grant Date, but prior to the third anniversary of the Grant Date, by reason of the Participant’s:
|
(i)
|
termination of employment by action of Praxair other than for cause and not due to the Participant’s Total and Permanent Disability; or
|
(ii)
|
termination of employment with Praxair, other than for cause and not due to the Participant’s Death or Total and Permanent Disability, after: (a) attaining age 65; (b) attaining age 62 and completing at least ten (10) years of employment with Praxair; or (c) having accumulated 85 points, where each year of the Participant’s age and each year of employment with Praxair count for one point,
|
d.
|
Change in Control
. Notwithstanding any provision of this Section 2 to the contrary, in the event of a Change in Control occurring prior to the [___] anniversary of the Grant Date, payment with respect to this Award shall be determined and made in accordance with Section 3.d. and this Award shall be subject to time-based vesting through the [___] anniversary of the Grant Date, provided, however, that in the event the Participant’s employment with Praxair or any successor thereto is terminated (a) by action of Praxair other than for Cause or (b) by the Participant with Good Reason, in each case, within two (2) years following the Change in Control, this Award, to the extent not previously vested, shall become immediately vested.
|
(i)
|
For purposes of this Section 2.d., “Cause” shall have the meaning set forth in the Participant’s employment agreement or severance compensation agreement, in either case, as in effect immediately before the Change in Control, provided, however, that in the absence of any such agreement or in the event that such agreement does not contain a definition of “Cause,” Cause shall include, but not be limited to, violation of Praxair’s Standards of Business Integrity (or any superseding integrity policy) or poor performance.
|
(ii)
|
For purposes of this Section 2.d., “Good Reason shall have the meaning set forth in the Participant’s employment agreement or severance compensation agreement, in either case, as in effect immediately before the Change in Control, provided, however, that in the absence of such any such agreement or in the event that such agreement does not contain a definition of “Good Reason,” Good Reason shall mean, without the Participant’s express written consent, (a) a reduction in the annual rate of base salary as in effect immediately prior to the date of the Change in Control or as the same may be increased from time to time thereafter, unless such reduction is part of a policy, program or arrangement that is applicable on a nondiscriminatory basis to the Participant and other similarly situated executives employed by Praxair or its successors or (b) the assignment of any duties or responsibilities or diminution of duties or responsibilities which in the Participant’s reasonable judgment are inconsistent with the Participant’s status or position with Praxair in effect immediately prior to the Change in Control, provided, however, that Good Reason shall not exist unless the Participant provides Praxair with a notice of termination not later than 60 days after the occurrence of the event giving rise to Good Reason and Praxair fails to remedy such condition to the Participant’s reasonable satisfaction within 30 days of such notice.
|
e.
|
Materially Adverse and Unforeseen Market Conditions
. Notwithstanding any provision of this Section 2 to the contrary, in the event that upon the completion of the Performance Period, it is determined by the Committee that the Condition to Payment set forth in Section 3.a. was not met and the Company’s cumulative EPS growth for the Performance Period:
|
(i)
|
does not meet the minimum threshold Performance Goal for payout set forth in Section 3.b. as a result of materially adverse and unforeseen market conditions beyond the control of the Company and its employees, officers and directors occurring during the Performance Period; and
|
(ii)
|
exceeds the average cumulative growth in operating earnings of the companies listed in the materials sector (Global Industry Classification Standard 15) of the S&P 500 index for the same Performance Period;
|
f.
|
Forfeiture of Award
.
|
(i)
|
In the event the Participant’s employment with Praxair terminates for any reason other than those specifically set forth in Sections 2.b. or 2.c. prior to the [___] anniversary of the Grant Date and before the occurrence of a Change in Control, this Award shall be immediately forfeited.
|
(ii)
|
Absent the occurrence of a Change in Control occurring prior to the [___] anniversary of the Grant Date, and to the extent not previously forfeited pursuant to Section 2.f.(i), this Award shall be immediately forfeited as of the end of the Performance Period if: (1) the Condition to Payment set forth in Section 3.a. is not satisfied; (2) the Company’s cumulative EPS growth for the Performance Period does not meet the minimum threshold Performance Goal for payout set forth in Section 3.b. and the Committee determines that Section 2.e. does not apply; or (3) the Committee determines that Section 2.e. does apply but exercises its discretion pursuant to such Section not to vest the Award.
|
(iii)
|
In the event this Award is forfeited for any reason, no payment shall be made in settlement of the Award.
|
3.
|
Condition to Payment of Award; Payment of Vested Award.
|
a.
|
Condition to Payment of Award
. Except in connection with the events described in Sections 2.b, 2.d. or 2.e., the vesting of the Award and the payment of Shares with respect to the Award are subject to the achievement of one or more pre-established objective Performance Measures set forth in Section 12.1 of the Plan, which shall be determined by the Committee no later than the 90
th
day after the beginning of the Performance Period (the “Condition to Payment”). If the Condition to Payment is achieved, the actual number of Shares to be awarded under the Award shall be determined as set forth in this Section 3.
|
b.
|
Performance Goal and Determination of Amount of Payment
. Except as otherwise provided in this Section 3, the number of Shares payable in settlement of the Participant’s vested Award shall be determined by reference to the Company’s cumulative EPS growth for the Performance Period in accordance with the table below, and may range from 0% to 200% of the Participant’s Target Amount. Each Performance Share Unit is equivalent to one Share. Payouts will be interpolated if the cumulative EPS growth attained for the Performance Period falls between the Threshold and Maximum percentages specified in the table, and will be rounded down to the nearest whole number of Shares. The payment of Shares pursuant to this Section 3.b. will be made as soon as practicable after the date the Award becomes vested, but in no event later than December 31, [___].
|
Cumulative EPS Growth For Performance Period
|
EPS Target (based on January 1, 201__ EPS of $[insert])
|
Payout as Percentage of Target Amount
|
Less than [__%]
|
[$__] or less
|
0%
|
[__%] (Threshold)
|
[$___]
|
50%
|
[__%] (Target)
|
[$___]
|
100%
|
[__%] or More (Maximum)
|
[$___] or more
|
200%
|
c.
|
Determination of Amount of Payment Following Death or Total and Permanent Disability
. In the event the Participant becomes vested in this Award by reason of his or her death or Total and Permanent Disability in accordance with Section 2.b., this Award shall be settled by payment of a number of Shares equal to the Participant’s Target Amount as soon as practicable following the date the Award becomes vested, but in no event later than March 15
th
of the year following the year in which the Award becomes vested.
|
d.
|
Determination of Amount of Payment Following a Change in Control
. In the event of a Change in Control occurring prior to the [___] anniversary of the Grant Date,
the amount payable in settlement of this Award shall be the Participant’s Target Amount, or if greater, the percentage of the Participant’s Target Amount determined based on the achievement of the applicable performance goals as of the effective date of the Change in Control, as determined by the Committee in its sole discretion, and this Award shall vest in accordance with Section 2.d. Payment will be made as soon as practicable following the earlier of (i) the date the Participant’s employment is terminated by action of Praxair other than for Cause or by Participant with Good Reason or (ii) the third anniversary of the Grant Date. Notwithstanding any provision of this Award to the contrary, any amounts paid in settlement of this Award pursuant to this Section 3.d. shall be paid in Shares or such other form having a value equivalent to the Award amount payable, as may be authorized by the Committee in its sole discretion. All references to the Committee in this Section 3.d. shall mean the Committee as constituted immediately before the Change in Control.
|
e.
|
Determination of Amount of Payment Following Materially Adverse and Unforeseen Market Conditions
. In the event this Award becomes vested as the result of materially adverse and unforeseen market conditions pursuant to Section 2.e., this Award shall be settled by payment of a number of Shares equal to 50% of the Participant’s Target Amount as soon as practicable after the date the Award becomes vested, but in no event later than [___].
|
4.
|
Other Terms and Conditions.
It is understood and agreed that the Award evidenced hereby is subject to the following terms and conditions:
|
a.
|
Rights of Participant
. Except as provided in Section 4.d., the Participant shall have no right to transfer, pledge, hypothecate or otherwise encumber the Award. Prior to the payment of Shares in satisfaction of this Award, the Participant shall have none of the rights of a stockholder of the Company with respect to the Award, including, but not limited to, voting rights and the right to receive or accrue dividends or dividend equivalents. Notwithstanding any provision of the Plan or this Award to the contrary, Shares delivered in satisfaction of this Award shall be subject to applicable Praxair policies as from time to time in effect, including but not limited to, Praxair’s insider trading and Executive Stock Ownership Policies.
|
b.
|
No Right to Continued Employment
. This Award shall not confer upon the Participant any right with respect to continuance of employment by Praxair nor shall this Award interfere with the right of Praxair to terminate the Participant’s employment.
|
c.
|
No Right to Future Awards
. The selection of recipients of Awards under the Plan is determined annually on the basis of several factors, including job responsibilities and anticipated future job performance. The Participant’s selection to receive this Award shall in no way entitle him/her to receive, or otherwise obligate Praxair to provide the Participant, any future Performance Share Unit Award or other award under the Plan or otherwise.
|
d.
|
Transferability
. This Award is not transferable other than:
|
(i)
|
in the event of the Participant’s death, in which case this Award shall be transferred to the Participant’s executor, administrator, or legal representative, or
|
(ii)
|
pursuant to a domestic relations order.
|
e.
|
Cancellation of Award
. Notwithstanding any other provision of this Award, the Committee may, in its sole discretion, cancel, rescind, suspend, withhold, or otherwise limit or restrict this Award, and/or recover any gains realized by the Participant in connection with this Award, in the event any actions by the Participant are determined by the Committee to (i) constitute a conflict of interest with Praxair, (ii) be prejudicial to Praxair’s interests, or (iii) violate any non-compete agreement or obligation of the Participant to Praxair, any confidentiality agreement or obligation of the Participant to Praxair, Praxair’s applicable policies, or the Participant’s terms and conditions of employment.
|
f.
|
Clawback
. This Award shall be subject to the clawback or recapture policy, if any, that Praxair may adopt from time to time to the extent provided in such policy and, in accordance with such policy, may be subject to the requirement that this Award be repaid to Praxair after it has been distributed or paid to the Participant.
|
5.
|
Tax Withholding
. Upon the date of payment of the Award, Praxair will deduct from the number of Shares (or other form of payment, if applicable) otherwise due the Participant, Shares (or other form of payment, if applicable) having a Fair Market Value (or fair market value in the event of payment other than in Shares) sufficient to discharge all applicable federal, state, city, local or foreign taxes of any kind required to be withheld with respect to such payment, provided that, if Shares are so withheld, they shall be withheld only up to the minimum required tax withholding rates or such other rate that will not trigger a negative accounting impact on Praxair. In the alternative, Praxair shall have the right to require the Participant to pay cash to satisfy any applicable withholding taxes as a condition to the payment of the Award.
|
6.
|
Performance-Based Compensation
. It is intended that all payments under this Award constitute “qualified performance-based compensation” within the meaning of Section 162(m) of the Code and the Plan. This Award is to be construed and administered in a manner consistent with such intent.
|
7.
|
References
. References herein to rights and obligations of the Participant shall apply, where appropriate, to the Participant’s legal representative or estate without regard to whether specific reference to such legal representative or estate is contained in a particular provision of this Award.
|
8.
|
Governing Law
. This Award shall be governed by and construed in accordance with the laws of Connecticut, without giving effect to principles of conflict of laws.
|
9.
|
No Third Party Beneficiaries
. Except as expressly provided in the Plan or herein, neither the Plan nor this Award will confer on any person other than Praxair and the Participant any rights or remedies under the Plan or hereunder.
|
Praxair, Inc.
|
|
|
|
By
|
|
|
|
|
|
|
1.
|
Award of Performance Share Units, Performance Measure and Performance Period.
The Participant is hereby granted an Award of [______] notional “Performance Share Units” (the “Award”). A Performance Share Unit is a bookkeeping entry which is intended to be equal in value to a single Share. For purposes of this Award, [_____] Performance Share Units are considered the Participant’s “Target Amount.” Except as otherwise provided herein, the payment due in settlement of the Participant’s vested Award shall be made in the form of Shares, with the number of Shares payable determined by reference to the Company’s average annual return on capital (“ROC”) for the [____]-year period commencing on [________] and ending on [_________] (the “Performance Period”) as set forth below. For purposes of this Award, ROC shall mean the Company’s after-tax return on capital as reported in its quarterly and annual Consolidated Financial Statements and the related Notes, which may be adjusted in the discretion of the Committee as it deems appropriate to eliminate the after-tax effects of any acquisition, divestiture, restructuring, other corporate transaction, accounting charges or any other extraordinary, unusual or non-recurring item, in each case, occurring during the Performance Period.
|
2.
|
Vesting of Award; Treatment upon Termination of Service; Change in Control.
|
a.
|
Vesting Generally
. Except as otherwise provided in this Section 2, this Award shall, subject to the satisfaction of the Condition to Payment set forth in Section 3.a., vest on the [____] anniversary of the Grant Date, provided that: (i) the Participant has remained continuously employed by Praxair at all times from the Grant Date through the [____] anniversary of the Grant Date (a Participant who is employed by a Subsidiary shall be deemed to have terminated employment by action of Praxair other than for cause for purposes of this Award at such time as the employing entity ceases to be a Subsidiary); and (ii) the Company’s average annual ROC for the Performance Period meets the minimum threshold Performance Goal for payout set forth in Section 3.b. Payment with respect to such vested Award shall be determined and made in accordance with Section 3.b.
|
b.
|
Death or Disability
. Notwithstanding any provision of this Section 2 to the contrary, if after the Grant Date, but prior to the third anniversary of the Grant Date:
|
(i)
|
the Participant’s employment with Praxair terminates by reason of the Participant’s death; or
|
(ii)
|
the Participant becomes Totally and Permanently Disabled while employed by Praxair;
|
c.
|
Termination by Action of Praxair Other than for Cause, or Termination After Attaining Certain Age and Service Requirements
. Notwithstanding any provision of this Section 2 to the contrary, in the event the Participant’s employment with Praxair terminates on or after the first anniversary of the Grant Date, but prior to the [____] anniversary of the Grant Date, by reason of the Participant’s:
|
(i)
|
termination of employment by action of Praxair other than for cause and not due to the Participant’s Total and Permanent Disability; or
|
(ii)
|
termination of employment with Praxair, other than for cause and not due to the Participant’s Death or Total and Permanent Disability, after: (a) attaining age 65; (b) attaining age 62 and completing at least ten (10) years of employment with Praxair; or (c) having accumulated 85 points, where each year of the Participant’s age and each year of employment with Praxair count for one point,
|
d.
|
Change in Control
. Notwithstanding any provision of this Section 2 to the contrary, in the event of a Change in Control occurring prior to the [____] anniversary of the Grant Date, payment with respect to this Award shall be determined and made in accordance with Section 3.d. and this Award shall be subject to time-based vesting through the [____] anniversary of the Grant Date, provided, however, that in the event the Participant’s employment with Praxair or any successor thereto is terminated (a) by action of Praxair other than for Cause or (b) by the Participant with Good Reason, in each case, within two (2) years following the Change in Control, this Award, to the extent not previously vested, shall become immediately vested.
|
(i)
|
For purposes of this Section 2.d., “Cause” shall have the meaning set forth in the Participant’s employment agreement or severance compensation agreement, in either case, as in effect immediately before the Change in Control, provided, however, that in the absence of any such agreement or in the event that such agreement does not contain a definition of “Cause,” Cause shall include, but not be limited to, violation of Praxair’s Standards of Business Integrity (or any superseding integrity policy) or poor performance.
|
(ii)
|
For purposes of this Section 2.d., “Good Reason shall have the meaning set forth in the Participant’s employment agreement or severance compensation agreement, in either case, as in effect immediately before the Change in Control, provided, however, that in the absence of such any such agreement or in the event that such agreement does not contain a definition of “Good Reason,” Good Reason shall mean, without the Participant’s express written consent, (a) a reduction in the annual rate of base salary as in effect immediately prior to the date of the Change in Control or as the same may be increased from time to time thereafter, unless such reduction is part of a policy, program or arrangement that is applicable on a nondiscriminatory basis to the Participant and other similarly situated executives employed by Praxair or its successors or (b) the assignment of any duties or responsibilities or diminution of duties or responsibilities which in the Participant’s reasonable judgment are inconsistent with the Participant’s status or position with Praxair in effect immediately prior to the Change in Control, provided, however, that Good Reason shall not exist unless the Participant provides Praxair with a notice of termination not later than 60 days after the occurrence of the event giving rise to Good Reason and Praxair fails to remedy such condition to the Participant’s reasonable satisfaction within 30 days of such notice.
|
e.
|
Forfeiture of Award
.
|
(i)
|
In the event the Participant’s employment with Praxair terminates for any reason other than those specifically set forth in Sections 2.b. or 2.c. prior to the [____] anniversary of the Grant Date and before the occurrence of a Change in Control, this Award shall be immediately forfeited.
|
(ii)
|
Absent the occurrence of a Change in Control occurring prior to the [____] anniversary of the Grant Date, and to the extent not previously forfeited pursuant to Section 2.e.(i), this Award shall be immediately forfeited as of the end of the Performance Period if: (1) the Condition to Payment set forth in Section 3.a.is not satisfied; or (2) the Company’s average annual ROC for the Performance Period does not meet the minimum threshold Performance Goal for payout set forth in Section 3.b.
|
(iii)
|
In the event this Award is forfeited for any reason, no payment shall be made in settlement of the Award.
|
3.
|
Condition to Payment of Award; Payment of Vested Award.
|
a.
|
Condition to Payment of Award
. Except in connection with the events described in Sections 2.b or 2.d., the vesting of the Award and the payment of Shares with respect to the Award are subject to the achievement of one or more pre-established objective Performance Measures set forth in Section 12.1 of the Plan, which shall be determined by the Committee no later than the 90
th
day after the beginning of the Performance Period (the “Condition to Payment”). If the Condition to Payment is achieved, the actual number of Shares to be awarded under the Award shall be determined as set forth in this Section 3.
|
b.
|
Performance Goal and Determination of Amount of Payment
. Except as otherwise provided in this Section 3, the number of Shares payable in settlement of the Participant’s vested Award shall be determined by reference to the Company’s average annual ROC for the Performance Period in accordance with the table below, and may range from 0% to 200% of the Participant’s Target Amount. Each Performance Share Unit is equivalent to one Share. Payouts will be interpolated if the average annual ROC attained for the Performance Period falls between the Threshold and Maximum percentages specified in the table, and will be rounded down to the nearest whole number of Shares. The payment of Shares pursuant to this Section 3.b. will be made as soon as practicable after the date the Award becomes vested, but in no event later than December 31, [____].
|
c.
|
Determination of Amount of Payment Following Death or Total and Permanent Disability
. In the event the Participant becomes vested in this Award by reason of his or her death or Total and Permanent Disability in accordance with Section 2.b., this Award shall be settled by payment of a number of Shares equal to the Participant’s Target Amount as soon as practicable following the date the Award becomes vested, but in no event later than March 15
th
of the year following the year in which the Award becomes vested.
|
d.
|
Determination of Amount of Payment Following a Change in Control
. In the event of a Change in Control occurring prior to the [____] anniversary of the Grant Date,
the amount payable in settlement of this Award shall be the Participant’s Target Amount, or if greater, the percentage of the Participant’s Target Amount determined based on the achievement of the applicable performance goals as of the effective date of the Change in Control, as determined by the Committee in its sole discretion, and this Award shall vest in accordance with Section 2.d. Payment will be made as soon as practicable following the earlier of (i) the date the Participant’s employment is terminated by action of Praxair other than for Cause or by Participant with Good Reason or (ii) the [_____] anniversary of the Grant Date. Notwithstanding any provision of this Award to the contrary, any amounts paid in settlement of this Award pursuant to this Section 3.d. shall be paid in Shares or such other form having a value equivalent to the Award amount payable, as may be authorized by the Committee in its sole discretion. All references to the Committee in this Section 3.d. shall mean the Committee as constituted immediately before the Change in Control.
|
4.
|
Other Terms and Conditions.
It is understood and agreed that the Award evidenced hereby is subject to the following terms and conditions:
|
a.
|
Rights of Participant
. Except as provided in Section 4.d., the Participant shall have no right to transfer, pledge, hypothecate or otherwise encumber the Award. Prior to the payment of Shares in satisfaction of this Award, the Participant shall have none of the rights of a stockholder of the Company with respect to the Award, including, but not limited to, voting rights and the right to receive or accrue dividends or dividend equivalents. Notwithstanding any provision of the Plan or this Award to the contrary, Shares delivered in satisfaction of this Award shall be subject to applicable Praxair policies as from time to time in effect, including but not limited to, Praxair’s insider trading and Executive Stock Ownership Policies.
|
b.
|
No Right to Continued Employment
. This Award shall not confer upon the Participant any right with respect to continuance of employment by Praxair nor shall this Award interfere with the right of Praxair to terminate the Participant’s employment.
|
c.
|
No Right to Future Awards
. The selection of recipients of Awards under the Plan is determined annually on the basis of several factors, including job responsibilities and anticipated future job performance. The Participant’s selection to receive this Award shall in no way entitle him/her to receive, or otherwise obligate Praxair to provide the Participant, any future Performance Share Unit Award or other award under the Plan or otherwise.
|
d.
|
Transferability
. This Award is not transferable other than:
|
(i)
|
in the event of the Participant’s death, in which case this Award shall be transferred to the Participant’s executor, administrator, or legal representative, or
|
(ii)
|
pursuant to a domestic relations order.
|
e.
|
Cancellation of Award
. Notwithstanding any other provision of this Award, the Committee may, in its sole discretion, cancel, rescind, suspend, withhold, or otherwise limit or restrict this Award, and/or recover any gains realized by the Participant in connection with this Award, in the event any actions by the Participant are determined by the Committee to (i) constitute a conflict of interest with Praxair, (ii) be prejudicial to Praxair’s interests, or (iii) violate any non-compete agreement or obligation of the Participant to Praxair, any confidentiality agreement or obligation of the Participant to Praxair, Praxair’s applicable policies, or the Participant’s terms and conditions of employment.
|
f.
|
Clawback
. This Award shall be subject to the clawback or recapture policy, if any, that Praxair may adopt from time to time to the extent provided in such policy and, in accordance with such policy, may be subject to the requirement that this Award be repaid to Praxair after it has been distributed or paid to the Participant.
|
5.
|
Tax Withholding.
Upon the date of payment of the Award, Praxair will deduct from the number of Shares (or other form of payment, if applicable) otherwise due the Participant, Shares (or other form of payment, if applicable) having a Fair Market Value (or fair market value in the event of payment other than in Shares) sufficient to discharge all applicable federal, state, city, local or foreign taxes of any kind required to be withheld with respect to such payment, provided that, if Shares are so withheld, they shall be withheld only up to the minimum required tax withholding rates or such other rate that will not trigger a negative accounting impact on Praxair. In the alternative, Praxair shall have the right to require the Participant to pay cash to satisfy any applicable withholding taxes as a condition to the payment of the Award.
|
6.
|
Performance-Based Compensation.
It is intended that all payments under this Award constitute “qualified performance-based compensation” within the meaning of Section 162(m) of the Code and the Plan. This Award is to be construed and administered in a manner consistent with such intent.
|
7.
|
References.
References herein to rights and obligations of the Participant shall apply, where appropriate, to the Participant’s legal representative or estate without regard to whether specific reference to such legal representative or estate is contained in a particular provision of this Award.
|
8.
|
Governing Law.
This Award shall be governed by and construed in accordance with the laws of Connecticut, without giving effect to principles of conflict of laws.
|
9.
|
No Third Party Beneficiaries.
Except as expressly provided in the Plan or herein, neither the Plan nor this Award will confer on any person other than Praxair and the Participant any rights or remedies under the Plan or hereunder.
|
Praxair, Inc.
|
|
|
|
By
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
RATIO OF EARNINGS TO FIXED CHARGES
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
Praxair, Inc. and Subsidiaries
|
|
|||||||||||||||
|
|
|
|
|
|
|
Exhibit 12.01
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year Ended December 31,
|
||||||||||||||||||
(Dollar amounts in millions, except ratios)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Pre-tax income from continuing operations before adjustment for
|
|
|
|
|
|
|
|
|
|
||||||||||
noncontrolling interests in consolidated subsidiaries or income or
|
|
|
|
|
|
|
|
|
|
||||||||||
loss from equity investees
|
$
|
2,395
|
|
|
$
|
2,447
|
|
|
$
|
2,296
|
|
|
$
|
2,323
|
|
|
$
|
1,964
|
|
Capitalized interest
|
(38
|
)
|
|
(69
|
)
|
|
(70
|
)
|
|
(62
|
)
|
|
(62
|
)
|
|||||
Depreciation of capitalized interest
|
27
|
|
|
20
|
|
|
20
|
|
|
22
|
|
|
18
|
|
|||||
Dividends from less than 50%-owned companies carried at equity
|
6
|
|
|
10
|
|
|
7
|
|
|
6
|
|
|
9
|
|
|||||
Adjusted pre-tax income from continuing operations before adjustment
|
|
|
|
|
|
|
|
|
|
||||||||||
for noncontrolling interests in consolidated subsidiaries or income
|
|
|
|
|
|
|
|
|
|
||||||||||
or loss from equity investees
|
$
|
2,390
|
|
|
$
|
2,408
|
|
|
$
|
2,253
|
|
|
$
|
2,289
|
|
|
$
|
1,929
|
|
Fixed charges
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on long-term and short-term debt
|
$
|
213
|
|
|
$
|
178
|
|
|
$
|
141
|
|
|
$
|
145
|
|
|
$
|
118
|
|
Capitalized interest
|
38
|
|
|
69
|
|
|
70
|
|
|
62
|
|
|
62
|
|
|||||
Rental expenses representative of an interest factor
|
52
|
|
|
43
|
|
|
39
|
|
|
38
|
|
|
37
|
|
|||||
Total fixed charges
|
$
|
303
|
|
|
$
|
290
|
|
|
$
|
250
|
|
|
$
|
245
|
|
|
$
|
217
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted pre-tax income from continuing operations before adjustment
|
|
|
|
|
|
|
|
|
|
||||||||||
for noncontrolling interests in consolidated subsidiaries or income or
|
|
|
|
|
|
|
|
|
|
||||||||||
loss from equity investees plus total fixed charges
|
$
|
2,693
|
|
|
$
|
2,698
|
|
|
$
|
2,503
|
|
|
$
|
2,534
|
|
|
$
|
2,146
|
|
RATIO OF EARNINGS TO FIXED CHARGES
|
8.9
|
|
|
9.3
|
|
|
10.0
|
|
|
10.3
|
|
|
9.9
|
|
|
Place of Incorporation
|
|
|
12 Riverview Drive LLC
|
Delaware
|
Acetylene Oxygen Company
|
Texas
|
AMKO Service Company
|
Ohio
|
Antwerpse Chemische Bedrijven (LCB) N. V.
|
Belgium
|
ArcMaster Supply, Inc.
|
Texas
|
Argon (Isotank) Limited
|
Scotland
|
Beijing Praxair Huashi Carbon Dioxide Co., Ltd.
|
China
|
Beijing Praxair, Inc.
|
China
|
Coatec Gesellschaft für Oberflächenveredelung mbH
|
Germany
|
Consultora Rynuter S.A.
|
Uruguay
|
Dablioeme Participacoes Ltda
|
Brazil
|
Distribuciones Invegas SCA
|
Venezuela
|
Dominion Gas Asia Pacific Pte Limited
|
Singapore
|
Dominion Gas Asia Pte Limited
|
Singapore
|
Dominion Oilfield Services Limited
|
Scotland
|
Dominion Oilfield Services Limited
|
Ghana
|
Dominion Technology Gases Holdings Limited
|
Scotland
|
Dominion Technology Gases Investment Limited
|
Scotland
|
Dominion Technology Gases Limited
|
Scotland
|
Domolife S.r.l.
|
Italy
|
Dryce S.r.l.
|
Italy
|
Euro Cantley S.A.
|
Uruguay
|
Famex Comercio Atacadista de Gas Carbonico Ltda.
|
Brazil
|
Gama Gases Especials Ltda.
|
Brazil
|
Gases de Ensenada S.A.
|
Argentina
|
Gases Tachira S.A.
|
Venezuela
|
General Medical S.r.l.
|
Italy
|
Global Gas Supplies (Aberdeen) Limited
|
Scotland
|
Global Gas Supplies Limited
|
Scotland
|
GNC Matco Compressco de Gus Natural Ltda.
|
Brazil
|
GNL Gemini Comercializacao e Logistica de Gas Ltda.
|
Brazil
|
Grenslandgas G.m.b.H.
|
Germany
|
GT & S, Inc.
|
Pennsylvania
|
Helium Centre Pte. Ltd.
|
Singapore
|
Industria Paraguaya de Gases S.r l
|
Paraguay
|
Industria Venezoelana de Gas INVEGAS, S.C.A.
|
Venezuela
|
Jindal Praxair Oxygen Company Private Limited
|
India
|
Joint Stock Company “Volgograd Oxygen Plant”
|
Russia
|
Kelvin Finance Company Limited
|
Ireland
|
Kirk Welding Supply Inc.
|
Missouri
|
Kosmoid Finance
|
Ireland
|
Kunshan Praxair Co., Ltd.
|
China
|
Lake Welding Supply Company
|
Michigan
|
Limited Liability Company Argon Service
|
Russia
|
Limited Liability Company Praxair Azot Togliatti
|
Russia
|
Limited Liability Company Praxair Titanium Valley
|
Russia
|
Limited Liability Company Praxair Rus
|
Russia
|
Limited Liability Company Praxair Volgograd
|
Russia
|
Liquid Carbonic Corporation
|
Delaware
|
Liquid Carbonic del Paraguay S.A.
|
Paraguay
|
Liquid Carbonic of Oklahoma, Inc.
|
Oklahoma
|
Liquido Carbonico Colombiana S.A.
|
Colombia
|
Liquidos Cryogenicos Panamenos, S.A.
|
Panama
|
Madison Gas LLC
|
Delaware
|
Malaysian Industrial Gas Company Sdn. Bhd.
|
Malaysia
|
Medical Gases S.r.l.
|
Argentina
|
Mills Welding & Speciality Gases, Inc.
|
New York
|
Nanjing Praxair Nanlian Industrial Gases Co., Ltd.
|
China
|
Nitropet, S.A. de C.V.
|
Mexico
|
NuCO2 Inc.
|
Delaware
|
NuCO2 Management LLC
|
Delaware
|
NuCO2 LLC
|
Delaware
|
NuCO2 Supply LLC
|
Delaware
|
Nuova Pescarito S.r.l.
|
Italy
|
Old Danford S.A.
|
Uruguay
|
OOO Volzhsky Azot
|
Russia
|
Oxigenos de Colombia Ltda.
|
Colombia
|
Oximesa S.L.
|
Spain
|
PortaGas, Inc.
|
California
|
Praxair & M.I. Services, S.r.l.
|
Italy
|
Praxair (Anhui) Industrial Gases Co., Ltd.
|
China
|
Praxair (Beijing) Industrial Gases Co., Ltd.
|
China
|
Praxair (Beijing) Semiconductor Gases Co., Ltd.
|
China
|
Praxair (China) Investment Co., Ltd.
|
China
|
Praxair (Guangzhou) Industrial Gases Co., Ltd.
|
China
|
Praxair (Hainan) Indusrial Gases Co., Ltd.
|
China
|
Praxair (Hefei) Industrial Gases Co., Ltd.
|
China
|
Praxair (Huizhou) Industrial Gases Limited
|
China
|
Praxair (Jiaxing) Industrial Gases Co., Ltd.
|
China
|
Praxair (Jining) Industrial Gases Co., Ltd.
|
China
|
Praxair (Nanjing) Carbon Dioxide Co., Ltd.
|
China
|
Praxair (Shanghai) Co., Ltd.
|
China
|
Praxair (Shanghai) Industrial Gases Co., Ltd.
|
China
|
Praxair (Shanghai) Semiconductor Gases Co., Ltd.
|
China
|
Praxair (Thailand) Company Limited
|
Thailand
|
Praxair (Wuhan), Inc.
|
China
|
Praxair (Yangzhou) Application Technology Co., Ltd.
|
China
|
Praxair (Yangzhou) Industrial Gases Co., Ltd.
|
China
|
Praxair (Zhengjing) Industrial Gas Co. Ltd.
|
China
|
Praxair Alberta Ltd.
|
Alberta
|
Praxair Anlagebau GmbH
|
Germany
|
Praxair Argentina S.R.L.
|
Argentina
|
Praxair Asia, Inc.
|
Delaware
|
Praxair Bahrain B.S.C.
|
Kingdom of Bahrain
|
Praxair B.V.
|
Netherlands
|
Praxair Bolivia Srl
|
Luxembourg
|
Praxair Canada Inc.
|
Canada
|
Praxair Chemax Semiconductor Materials Co. Ltd.
|
Taiwan
|
Praxair Chile Ltda.
|
Chile
|
Praxair Colonia Limitada
|
Uruguay
|
Praxair Consultoria y Administracion S de RL de CV
|
Mexico
|
Praxair Costa Rica, S.A.
|
Costa Rica
|
Praxair Deutschland GmbH
|
Germany
|
Praxair Deutschland Holding GmbH & Co. KG
|
Germany
|
Praxair Distribution Mid-Atlantic, LLC
|
Delaware
|
Praxair Distribution Southeast, LLC
|
Delaware
|
Praxair Distribution, Inc.
|
Delaware
|
Praxair do Brasil Ltda.
|
Brazil
|
Praxair Energy Resources, Inc.
|
Delaware
|
Praxair Espana, S.L.
|
Spain
|
Praxair Euroholding, S.L.
|
Spain
|
Praxair Fray Bentos S.C.A.
|
Uruguay
|
Praxair Gases Industriales Ltda
|
Colombia
|
Praxair Gulf Industrial Gases LLC
|
Abu Dhabi
|
Praxair Holding Latinoamerica (Sarl)
|
Luxembourg
|
Praxair Holdings International, Inc.
|
Delaware
|
Praxair Huayi (Chongqing) Industrial Gases Co. Ltd.
|
China
|
Praxair Hydrogen Supply, Inc.
|
Delaware
|
Praxair India Private Limited
|
India
|
Praxair International Finance
|
Ireland
|
Praxair Investments B.V.
|
Netherlands
|
Praxair Italia S.R.L.
|
Italy
|
Praxair K.K.
|
Japan
|
Praxair Korea Company, Limited
|
Korea
|
Praxair Latin America Holdings LLC
|
Delaware
|
Praxair Luxembourg S.a.r.L.
|
Luxembourg
|
Praxair Meishan (Nanjin) Industrial Gases Co., Ltd.
|
China
|
Praxair Mexico, S. de R.L. de C.V.
|
Mexico
|
Praxair MRC S.A.S.
|
France
|
Praxair N.V.
|
Belgium
|
Praxair Offshore Services Ltd.
|
United Kingdom
|
Praxair Pacific Ltd.
|
Mauritius
|
Praxair Partnership
|
Delaware
|
Praxair PC Partnership
|
Canada
|
Praxair Peru S.R.L.
|
Peru
|
Praxair PHP S.A.S.
|
France
|
Praxair Plainfield, Inc.
|
Delaware
|
Praxair Portugal Gases S.A.
|
Portugal
|
Praxair Puerto Rico B. V.
|
Netherlands
|
Praxair Puerto Rico LLC
|
Delaware
|
Praxair Qingdao Industrial Gases Co., Ltd.
|
China
|
Praxair Republica Dominicana, SRL
|
Dominican Republic
|
Praxair Samara LLC
|
Russia
|
Praxair S.r.l.
|
Italy
|
Praxair S.T. Technology, Inc.
|
Delaware
|
Praxair Services Canada Inc.
|
Ontario
|
Praxair Services, Inc.
|
Texas
|
Praxair Shanghai Meishan Inc.
|
China
|
Praxair Shaogang Co., Ltd.
|
China
|
Praxair Sp. Zo. o.
|
Poland
|
Praxair Surface Technologies (Changzhou) Co. Ltd.
|
China
|
Praxair Surface Technologies (Europe) S.A.
|
Switzerland
|
Praxair Surface Technologies Co., Ltd.
|
Korea
|
Praxair Surface Technologies do Brasil Ltda.
|
Brazil
|
Praxair Surface Technologies G.m.b.H.
|
Germany
|
Praxair Surface Technologies K.K.
|
Japan
|
Praxair Surface Technologies Limited
|
United Kingdom
|
Praxair Surface Technologies Pte. Ltd.
|
Singapore
|
Praxair Surface Technologies S.A.S.
|
France
|
Praxair Surface Technologies, Inc.
|
Delaware
|
Praxair Switzerland GmbH
|
Switzerland
|
Praxair Taiwan Co., Ltd.
|
Taiwan
|
Praxair Technology, Inc.
|
Delaware
|
Praxair Uruguay Ltda.
|
Uruguay
|
Praxair Vertwaltungs GmbH
|
Germany
|
Production Praxair Canada Inc.
|
Canada
|
Productos Especiales Quimicos, S.A. de C.V.
|
Mexico
|
Quality Welding Supply Corp.
|
New York
|
Rivoira Gas S.r.l.
|
Italy
|
Rivoira Geogas S.r.l.
|
Italy
|
Rivoira Operations S.r.l.
|
Italy
|
Rivoira Pharma S.r.l.
|
Italy
|
Rivoira Refrigerants S.r.l.
|
Italy
|
Rivoira S.p.A.
|
Italy
|
Rivoira Siad Servizi S. Con S.A.R.L.
|
Italy
|
Sermatech International Canada Corp.
|
Delaware
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Sermatech International Canada GP LLC
|
Delaware
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Sermatech International UK Limited
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United Kingdom
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Sermatech Korea Ltd.
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Korea
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Sermatech Power Solutions L.P.
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New Brunswick
|
Shanghai Praxair Baosteel, Inc.
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China
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Shanghai Praxair-Yidian Inc.
|
China
|
Specialty Gases of America, Inc.
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Ohio
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TAFA Incorporated
|
Delaware
|
Technical Gas S.A.
|
Venezuela
|
Texas Welders Supply Company, Inc.
|
Texas
|
Thai Carbonic Company, Ltd.
|
Thailand
|
Tianjin Praxair, Inc.
|
China
|
Tongling Praxair Co., Ltd.
|
China
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Topaz Consultora S.A.
|
Uruguay
|
United Welding Supplies, LLC
|
Texas
|
Vision Energy Group LLC
|
Oklahoma
|
Welco-CGI Gas Technologies, LLC
|
Delaware
|
Welco Gases Corp.
|
New Jersey
|
Weld World, Inc.
|
Maryland
|
Westair Cryogenics Company
|
Delaware
|
Westair Cryogenics Holding Company
|
Delaware
|
Westair Gas and Equipment, L.P.
|
Texas
|
White Martins e White Martins Comercio e Servicos SARL
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Luxembourg
|
White Martins Gases Industriais do Nordeste S.A.
|
Brazil
|
White Martins Gases Industriais do Norte S.A.
|
Brazil
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White Martins Gases Industriais Ltda.
|
Brazil
|
White Martins Pecem Gases Inudstriais Ltda
|
Brazil
|
White Martins Steel Gases Industrials Ltda.
|
Brazil
|
WM Steel Gases Industriais Ltda.
|
Brazil
|
WM Transporte de Gases Ltda
|
Brazil
|
Yara Praxair AB
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Sweden
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Yara Praxair A/S
|
Denmark
|
Yara Praxair AS
|
Norway
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Yara Praxair Holding AS
|
Norway
|
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1.
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I have reviewed this Annual Report on Form 10-K of Praxair, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
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(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent function):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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February 25, 2015
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By: /s/ Stephen F. Angel
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|
|
|
|
|
|
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Stephen F. Angel
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|
|
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Chairman, President
|
|
|
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Chief Executive Officer
|
|
|
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(principal executive officer)
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|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Praxair, Inc.;
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent function):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
February 25, 2015
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By: /s/ Matthew J. White
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|
|
|
|
|
|
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Matthew J. White
|
|
|
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Senior Vice President and
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|
|
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Chief Financial Officer
|
|
|
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(principal financial officer)
|
|
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February 25, 2015
|
|
By: /s/ Stephen F. Angel
|
|
|
|
|
|
|
|
Stephen F. Angel
|
|
|
|
Chairman, President
|
|
|
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Chief Executive Officer
|
|
|
|
(principal executive officer)
|
|
|
February 25, 2015
|
|
By: /s/ Matthew J. White
|
|
|
|
|
|
|
|
Matthew J. White
|
|
|
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Senior Vice President and
|
|
|
|
Chief Financial Officer
|
|
|
|
(principal financial officer)
|
|