UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
For
the
fiscal year ended December 31, 2005
OR
r TRANSITION
REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
For
the
transition period from _____ to _____
Commission
file number 1-11037
Praxair,
Inc.
|
Praxair,
Inc.
|
Tel.
(203) 837-2000
|
|
39
Old Ridgebury Road
|
State
of incorporation: Delaware
|
|
Danbury,
Connecticut 06810-5113
|
IRS
identification number: 06-124 9050
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class:
|
Registered
on:
|
|
Common
Stock ($0.01 par value)
|
New
York Stock Exchange
|
|
Common
Stock Purchase Rights
|
New
York Stock Exchange
|
Securities
registered pursuant to Section 12(g) of the Act:
None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined
in
Rule 405 of the Securities Act Yesþ
Nor
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yesr
Noþ
Indicate
by check mark whether the registrant (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Security Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for
the past 90 days. Yesþ
Nor
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this
Form 10-K r
Indicate
by check mark whether the registrant is an accelerated filer (as defined in
Rule
12b-2 of the Act).YesþNor
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).Yesr
Noþ
The
aggregate market value of the voting and non-voting common stock held by
non-affiliates, computed by reference to the price at which the stock was last
sold on June 30, 2005, was approximately $15.1 billion.
At
January 31, 2006, 322,779,147 shares of common stock of Praxair, Inc. were
outstanding.
Documents
incorporated by reference:
Portions
of the 2005 Annual Report to Shareholders of the Registrant are incorporated
in
Parts I, II and IV of this report. Also, portions of the Proxy Statement of
Praxair, Inc., anticipated to be filed on or about March 13, 2006, are
incorporated in Part III of this report.
The
Index
to Exhibits is located on page 17 of this report.
Forward-looking
statements
This
document contains "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are based on
management's reasonable expectations and assumptions as of the date the
statements are made but involve risks and uncertainties. These risks and
uncertainties include, without limitation: the performance of stock markets
generally; developments in worldwide and national economies and other
international events and circumstances; changes in foreign currencies and in
interest rates; the cost and availability of electric power, natural gas and
other raw materials; the ability to achieve price increases to offset cost
increases; catastrophic events; the ability to attract, hire and retain
qualified personnel; the impact of changes in financial accounting standards;
the impact of tax and other legislation and government regulation in
jurisdictions in which the Company operates; the cost and outcomes of litigation
and regulatory agency actions; continued timely development and market
acceptance of new products and applications; the impact of competitive products
and pricing; future financial and operating performance of major customers
and
industries served; and the effectiveness and speed of integrating new
acquisitions into the business. These risks and uncertainties may cause actual
future results or circumstances to differ materially from the projections or
estimates contained in the forward looking statements. The Company assumes
no
obligation to update or provide revisions to any forward-looking statement
in
response to changing circumstances. The above listed risks and uncertainties
are
further described in Item 1a, "Risk Factors," which should be reviewed
carefully. Please consider the Company's forward-looking statements in light
of
those risks.
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Praxair,
Inc. and Subsidiaries
|
General
Praxair,
Inc. (Praxair or Company) was founded in 1907 and became an independent publicly
traded company in 1992. Praxair was the first company in the United States
to
produce oxygen from air using a cryogenic process and continues to be a major
technological innovator in the industrial gases industry.
Praxair
is the largest industrial gases supplier
in North and South America, is rapidly growing in Asia, and has strong,
well-established businesses in Europe. Praxair's primary products for its
industrial gases business are atmospheric gases (oxygen, nitrogen, argon, rare
gases) and process gases (carbon dioxide, helium, hydrogen, electronic gases,
specialty gases, acetylene). The Company also designs, engineers, and builds
equipment that produces industrial gases for internal use and external sale.
The
Company's Surface Technologies segment, operated through Praxair Surface
Technologies, Inc., supplies wear-resistant and high-temperature
corrosion-resistant metallic and ceramic coatings and powders. Sales for Praxair
were $7,656 million, $6,594 million, and $5,613 million, for 2005, 2004 and
2003, respectively. Refer to Note 4 of the section captioned "Notes to
Consolidated Financial Statements" in Praxair's 2005 Annual Report to
Shareholders for additional information related to Praxair's reportable
segments.
Praxair
serves approximately 25 industries as diverse as healthcare and petroleum
refining; computer-chip manufacturing and beverage carbonation; fiber-optics
and
steel making; and aerospace, chemicals and water treatment. In 2005,
94% of
sales were generated in four regional segments (North America, Europe, South
America, and Asia) primarily from the sale of industrial gases with the balance
generated from the Surface Technologies segment. Praxair provides a competitive
advantage to its customer base by continuously developing new products and
applications, which allow them to improve their productivity, energy efficiency
and environmental performance.
Industrial
Gases Products and Manufacturing Processes
Atmospheric
gases are the highest volume products produced by Praxair. Using air as its
raw
material, Praxair produces oxygen, nitrogen and argon through several air
separation processes, of which, cryogenic air separation, is the most prevalent
process. As a pioneer in the industrial gases industry, Praxair is a leader
in
developing a wide range of proprietary and patented applications and supply
systems technology, including small cryogenic nitrogen plants. Praxair also
led
the development and commercialization of non-cryogenic air separation
technologies for the production of industrial gases. These technologies open
important new markets and optimize production capacity for the Company by
lowering the cost of supply of industrial gases. These technologies include
proprietary vacuum pressure swing adsorption ("VPSA") and membrane separation
to
produce gaseous oxygen and nitrogen, respectively. Praxair
also manufactures precious metal and ceramic sputtering targets used primarily
in the production of semiconductors.
-2-
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PART
I (Continued)
|
|
Praxair,
Inc. and Subsidiaries
|
Process
gases, including carbon dioxide, hydrogen, carbon monoxide, helium and
acetylene, are produced by different methods than air separation technologies.
Most carbon dioxide is purchased from by-product sources, including chemical
plants, refineries, and industrial processes, and is recovered from carbon
dioxide wells. Carbon dioxide is processed in Praxair's plants to produce
commercial carbon dioxide. Hydrogen and carbon monoxide are produced by either
steam methane reforming of natural gas or by purifying by-product sources
obtained from the chemical and petrochemical industries. Most of the helium
sold
by Praxair is sourced from certain helium-rich natural gas streams in the United
States, with additional supplies being acquired from outside the United States.
Acetylene is typically produced from calcium carbide and water or purchased
as a
chemical by-product.
Industrial
Gases Distribution
There
are
three basic distribution methods for industrial gases: (i) on-site or tonnage;
(ii) merchant liquid; and (iii) packaged or cylinder gases. These distribution
methods are often integrated, with products from all three supply modes coming
from the same plant. The method of supply is generally determined by the lowest
cost means of meeting the customer's needs, depending upon factors such as
volume requirements, purity, pattern of usage, and the form in which the product
is used (as a gas or as a cryogenic liquid).
On-site.
Customers that require the largest volumes of product (typically oxygen,
nitrogen and hydrogen) and that have a relatively constant demand pattern are
supplied by cryogenic and process gas on-site plants. Praxair constructs plants
on or adjacent to these customers' sites and supplies the product directly
to
customers. Because these are usually dedicated plants, the product supply
contracts generally are total requirement contracts with terms typically ranging
from 10-20 years and containing minimum purchase requirements and price
escalation provisions. Many of the cryogenic on-site plants also produce liquid
products for the merchant market. New advanced air separation processes allow
on-site delivery to customers with smaller volume requirements. Customers using
these systems usually enter into requirement contracts with terms typically
ranging from 5-15 years.
Merchant.
The
merchant business is generally associated with distributable liquid oxygen,
nitrogen, argon, carbon dioxide, hydrogen and helium. The deliveries generally
are made from Praxair's plants by tanker trucks to storage containers owned
or
leased and maintained by Praxair or the customer at the customer's site. Due
to
distribution cost, merchant oxygen and nitrogen generally have a relatively
small distribution radius from the plants at which they are produced. Merchant
argon, hydrogen and helium can be shipped much longer distances. The agreements
used in the merchant business are usually three-to five-year requirement
contracts, except for carbon dioxide, which typically has one-year requirement
contracts in the United States.
Packaged
Gases. Customers
requiring small volumes are supplied products in metal containers called
cylinders, under medium to high pressure. Packaged gases include atmospheric
gases, carbon dioxide, hydrogen, helium and acetylene. Praxair also produces
and
distributes in cylinders a wide range of specialty gases and mixtures. Cylinders
may be delivered to the customer's site or picked up by the customer at a
packaging facility or retail store. Packaged gases are generally sold by
purchase orders.
A
substantial amount of the cylinder gases sold in the United States is
distributed by independent distributors that buy merchant gases in liquid form
and repackage the products in their facilities. These businesses also distribute
welding equipment purchased from independent manufacturers. Over time, Praxair
has acquired several independent industrial gases and welding products
distributors at various locations in the United States and continues to sell
merchant gases to other independent distributors. Between its own distribution
business, joint ventures and sales to independent distributors, Praxair is
represented in 48 states, the District of Columbia and Puerto Rico.
Surface
Technologies
Praxair's
Surface Technologies segment supplies wear-resistant and high-temperature
corrosion-resistant metallic and ceramic coatings and powders to the aircraft,
printing, textile, plastics, primary metals, petrochemical, and other
industries. It also provides aircraft engine and airframe component overhaul
services, and manufactures a complete line of electric arc, plasma, and high
velocity oxygen fuel spray equipment as well as arc and flame wire equipment
used for the application of wear resistant coatings. The coatings extend wear
life and are applied at Praxair's facilities using a variety of thermal spray
coatings processes. The coated parts are finished to the customer's precise
specifications before shipment.
-3-
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PART
I (Continued)
|
|
Praxair,
Inc. and Subsidiaries
|
Inventories
-
Praxair
carries inventories of merchant and cylinder gases, hardgoods and coatings
materials to supply products to its customers on a reasonable delivery schedule.
On-site plants and pipeline complexes have limited inventory. Inventories,
inventory obsolescence and backlogs are not material to Praxair's
business.
Customers
-
Praxair
is not dependent upon a single customer or a few customers.
International
-
Praxair
is a global enterprise with approximately 52% of its 2005 sales outside of
the
United States. It conducts industrial gases business through subsidiary and
affiliated companies in Argentina, Belgium, Bolivia, Brazil, Canada, Chile,
Colombia, Costa Rica, France, Germany, India, Israel, Italy, Japan, South Korea,
Malayasia, Mexico, the Netherlands, the People's Republic of China, Paraguay,
Peru, Portugal, Spain, Taiwan, Thailand, Turkey, Uruguay and Venezuela. S.I.A.D.
(Societa Italiana Acetilene & Derivati S.p.A.), an Italian company accounted
for as an equity company, also has established positions in Austria, Bulgaria,
Croatia, the Czech Republic, Hungary, Romania and Slovenia. Praxair's Surface
Technologies segment has operations in Brazil, France, Germany, Italy, Japan,
Singapore, South Korea, Taiwan, Spain, Switzerland and the United Kingdom.
Praxair's
international business is subject to risks customarily encountered in foreign
operations, including fluctuations in foreign currency exchange rates and
controls, import and export controls, and other economic, political and
regulatory policies of local governments. Also, see Note 1 of the section
captioned "Notes to Consolidated Financial Statements," and the section
captioned "Management's Discussion and Analysis - Market Risk and Sensitivity
Analysis" in Praxair's 2005 Annual Report to Shareholders.
Seasonality
- Praxair's
business is generally not subject to seasonal fluctuations to any significant
extent.
Research
and Development -
Praxair's research and development is directed toward developing new and
improved methods for the production and distribution of industrial gases and
the
development of new markets and applications for these gases. This results in
the
frequent introduction of new industrial gas applications, and the development
of
new advanced air separation process technologies. Research and development
for
industrial gases is principally conducted at Tonawanda, New York; Burr Ridge,
Illinois; and Rio de Janeiro, Brazil.
Praxair
conducts research and development for its surface technologies to improve the
quality and durability of coatings and the use of specialty powders for new
applications and industries. Surface technologies research is conducted at
Indianapolis, Indiana.
Patents
and Trademarks -
Praxair
owns or licenses a large number of United States and foreign patents that relate
to a wide variety of products and processes. Praxair's patents expire at various
times over the next 20 years. While these patents and licenses are considered
important, Praxair does not consider its business as a whole to be materially
dependent upon any one particular patent or patent license. Praxair also owns
a
large number of trademarks.
Raw
Materials and Energy Costs -
Energy
is the single largest cost item in the production and distribution of industrial
gases. Most of Praxair's energy requirements are in the form of electricity,
natural gas and diesel fuel for distribution.
The
supply of energy has not been a significant issue in the geographic areas where
the company conducts business. However, the outcome of regional energy
situations or new energy situations is unpredictable and may pose unforeseen
future risks.
For
carbon dioxide, carbon monoxide, helium, hydrogen, specialty gases and surface
technologies, raw materials are largely purchased from outside sources. Praxair
has contracts or commitments for, or readily available sources of, most of
these
raw materials; however, their long-term availability and prices are subject
to
market conditions.
Competition
-
Praxair
operates within a highly competitive environment. Some of its competitors are
larger in size and capital base than Praxair. Competition is based on price,
product quality, delivery, reliability, technology and service to customers.
-4-
|
PART
I (Continued)
|
|
Praxair,
Inc. and Subsidiaries
|
Major
competitors in the industrial gases industry both in the United States and
worldwide include Air Products and Chemicals, Inc., Airgas Inc., The BOC Group
p.l.c., L'Air Liquide S.A., and Linde AG. Principal domestic competitors for
the
Surface Technologies business are Chromalloy Gas Turbine Corporation, a
subsidiary of Sequa Corporation, Sermatech International, Inc., a subsidiary
of
Teleflex, Inc., and Chemtronics, Inc., a subsidiary of GKN p.l.c. International
competitors in surface technologies vary from country to country.
Employees
and Labor Relations - As
of
December 31, 2005, Praxair had 27,306 employees worldwide. Of this number,
10,935 are employed in the United States. Praxair has collective bargaining
agreements with unions at numerous locations throughout the world, which expire
at various dates. Praxair considers relations with its employees to be good.
Environment
- Information
required by this item is incorporated herein by reference to the section
captioned "Management's Discussion and Analysis - Costs Relating to the
Protection of the Environment" in Praxair's 2005 Annual Report to
Shareholders.
Website
Access to Reports - Praxair's
company website is http://www.praxair.com. The Company makes its periodic and
current reports available, free of charge, on its website as soon as practicable
after such material is electronically filed with, or furnished to, the
Securities and Exchange Commission (SEC). The SEC is located at 450 Fifth Street
NW, Washington, D.C. 20549 and its website address is http://www.sec.gov. In
addition, investors may also access from the Company website other investor
information such as press releases, business trends, presentations, etc.
Information on the Company's website is not incorporated by reference
herein.
-5-
|
PART
I (Continued)
|
|
Praxair,
Inc. and Subsidiaries
|
Because
of the size and geographic reach of the Company's operations, a wide range
of
factors could materially affect the Company's future developments and
performance. Management believes the most significant risk factors affecting
its
operations include the following:
External
factors beyond the Company's control can cause fluctuations in demand for its
products and in its prices and margins, which may negatively affect results
of
operations and cash flow.
External
factors beyond the control of Praxair can cause volatility in the price of
raw
materials and other operating costs, as well as significant fluctuations in
demand for its products and can magnify the impact of economic cycles on its
businesses. Examples of external factors include:
| w |
General
economic conditions;
|
| w |
Cost
and availability of raw materials and
energy;
|
| w |
International
events and circumstances;
|
| w |
Competitor
actions; and
|
| w |
Governmental
regulations.
|
General
Economic Conditions
Although
Praxair serves approximately 25 diverse industries across 40 countries, which
generally leads to financial stability through various business cycles, demand
for Praxair's products would be adversely affected by a broad decline in general
economic or business conditions in the industries served by its customers.
In
addition, many of the Company's customers are in businesses that are cyclical
in
nature, such as the chemicals, metals and refining industries. Downturns in
these industries may adversely impact Praxair's financial position and results
of operations.
Cost
and Availability of Raw Materials and Energy
Energy
is
the single largest cost item in the production and distribution of industrial
gases. Most of Praxair's energy requirements are in the form of electricity,
natural gas and diesel fuel for distribution. Praxair
attempts
to minimize the financial impact of variability in these costs through the
management of customer contracts, which typically have escalation and
pass-through clauses for the Company's larger contracts. Such attempts may
not
successfully mitigate the impact of cost variability which could negatively
impact its financial condition or results of operations. The supply of energy
has not been a significant issue in the geographic areas where it conducts
business. However, regional energy conditions are unpredictable and may pose
future risk.
For
carbon dioxide, carbon monoxide, helium, hydrogen, specialty gases and surface
technologies, raw materials are largely purchased from outside sources. Praxair
has contracts or commitments for, or readily available sources of, most of
these
raw materials; however, their long-term availability and prices are subject
to
market conditions. A disruption in supply of such raw materials could impact
the
Company's ability to meet contractual supply commitments.
International
Events and Circumstances
Praxair
has substantial international operations, which is subject to the risks of
doing
business abroad, including fluctuations in currency exchange rates,
transportation delays and interruptions, political and economic instability
and
disruptions, restrictions on the transfer of funds, the imposition of duties
and
tariffs, import and export controls, changes in governmental policies, labor
unrest, and current and changing regulatory environments. These events could
have an adverse effect on the international operations in the future by reducing
the demand for its products, decreasing the prices at which it can sell its
products or otherwise having an adverse effect on its business, financial
condition or results of operations.
The
results of Praxair's non-U.S. operations are translated to the Company's
reporting currency, the U.S. dollar, from the functional currencies used in
the
countries in which the Company operates. For most foreign operations, Praxair
uses the local currency as its functional currency. There is inherent
variability and unpredictability in the relationship of these functional
currencies to the U.S. dollar and such currency movements may materially impact
Praxair's results of operations in any given period.
-6-
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PART
I (Continued)
|
|
Praxair,
Inc. and Subsidiaries
|
Competitor
Actions
Praxair
operates within a highly competitive environment worldwide. Competition is
based
on price, product quality, delivery, reliability, technology and service to
customers. Competitors' behavior related to these areas could potentially have
significant impacts on the Company's operations.
Governmental
Regulations
Praxair's
operations are subject to a variety of United States and foreign government
regulations. These regulations include those related to the following areas,
among others:
| w |
Environmental
protection and safety
|
| w |
Domestic
and international tax laws and currency
controls
|
| w |
Transportation
|
| w |
Safety
|
| w |
Securities
laws (e.g., SEC and Financial Accounting Standards Board in the United
States)
|
| w |
Patents
|
| w |
Trade
restrictions
|
| w |
Antitrust
matters
|
Changes
in these or other regulatory areas may require the Company to spend additional
resources to comply with the regulations, or may restrict the Company's ability
to compete effectively in the marketplace.
Catastrophic
events may disrupt Praxair's business or the business of its customers and
may
negatively affect its financial condition and results of
operations.
A
severe
act of nature, such as a hurricane, could cause disruption or delays in
completing sales and providing services to the Company's customers or cause
customer operation outages, which may be temporary or of a longer-term in
nature. A catastrophic event that results in the disruption of Praxair's
business, such as a fire or explosion, or that of its customers could severely
affect the Company's ability to conduct normal business operations and expose
it
to third-party liability claims which, as a result, could have a significant
adverse impact to the Company's results of operations.
If
Praxair fails to attract, hire and retain qualified personnel, the Company
may
not be able to develop, market or sell its products or successfully manage
its
business.
Praxair
is dependent upon its highly skilled, experienced and efficient workforce to
be
successful. Much of Praxair's competitive advantage is based on the expertise
and experience of its key personnel regarding its marketing, technology,
manufacturing and distribution infrastructure, systems and products. The
inability to attract and hire qualified individuals or the loss of key employees
in very skilled areas could have a negative effect on the Company's business,
results of operations and financial condition.
If
Praxair fails to keep pace with technological advances in the industry or if
new
technology initiatives do not become commercially accepted, customers may not
continue to buy the Company's products and results of operations could be
adversely affected.
Praxair's
research and development is directed toward developing new and improved methods
for the production and distribution of industrial gases and the development
of
new markets and applications for the use of these gases. This results in the
frequent introduction of new industrial gas applications, and the development
of
new advanced air separation process technologies. The Company also conducts
research and development for its surface technologies to improve the quality
and
durability of coatings and the use of speciality powders for new applications
and industries. The results of these research and development activities help
Praxair to create a competitive advantage and provide a platform for the Company
to grow its business at greater percentages than the rate of industrial
production growth in the geographies where it operates. If Praxair's research
and development activities did not keep pace with competitors or if it did
not
create new applications that benefit customers, the Company's future results
of
operations could be adversely affected.
-7-
|
PART
I (Continued)
|
|
Praxair,
Inc. and Subsidiaries
|
Praxair
is subject to various lawsuits and governmental investigations arising out
of
the normal course of business that may result in adverse
outcomes.
Praxair
is subject to various lawsuits and government investigations from time to time.
These actions are based upon alleged environmental, tax, antitrust and personal
injury claims, among others. Adverse outcomes in some or all of the claims
pending may result in significant monetary damages or injunctive relief that
could adversely affect its ability to conduct business. While management
currently believes that resolving all of these matters, individually or in
the
aggregate, will not have a material adverse impact on the Company's financial
position or results of operations, the litigation and other claims Praxair
faces
are subject to inherent uncertainties and management's view of these matters
may
change in the future. There exists the possibility of a material adverse impact
on its financial position and results of operations for the period in which
the
effect of an unfavorable final outcome becomes probable and reasonably
estimable.
Praxair
could incur substantial costs due to environmental laws and
regulations.
Praxair
is subject to various environmental and occupational health and safety laws
and
regulations, including those governing the discharge of pollutants into the
air
or water, the storage, handling and disposal of chemicals, hazardous substances
and wastes, and the remediation of contamination. Violations of these laws
could
result in substantial penalties, third party claims for property damage or
personal injury, or sanctions. The Company may also be subject to liability
for
the investigation and remediation of environmental contamination at properties
that it owns or operates and at other properties where Praxair or its
predecessors have operated or arranged for the disposal of hazardous wastes.
Although management does not believe that any such liabilities will have a
material adverse impact on its financial position and results of operations,
management cannot provide assurance that such costs will not increase in the
future or will not become material.
Praxair
may be exposed to additional tax liabilities in the future.
Praxair
is subject to income taxes in both the United States and numerous foreign
jurisdictions. The determination of the Company's worldwide provision for income
taxes and other tax liabilities requires judgment and is based on diverse
legislative and regulatory structures that exist in the various jurisdictions
where the Company operates. Although management believes its estimates are
reasonable, the ultimate tax outcome may differ from the amounts recorded in
its
financial statements and may materially affect the Company's financial results
in the period or periods for which such determination is made.
Acquisitions
could result in operating difficulties, dilution and other negative
consequences.
Praxair
has evaluated, and expects to continue to evaluate, a wide array of potential
strategic transactions. Many of these transactions, if consummated, could be
material to its financial condition and results of operations. In addition,
the
process of integrating an acquired company, business or group of assets may
create unforeseen operating difficulties and expenditures. Although historically
the Company has been successful with its acquisition strategy and execution,
the
areas where the Company may face risks include:
| w |
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;
|
| w |
Diversion
of management time and focus from operating existing business to
acquisition integration challenges;
|
| w |
Cultural
challenges associated with integrating employees from the acquired
company
into the existing organization;
|
| w |
The
need to integrate each company's accounting, management information,
human
resource and other administrative systems to permit effective
management;
|
-8-
|
PART
I (Continued)
|
|
Praxair,
Inc. and Subsidiaries
|
| w |
Difficulty
with the assimilation of acquired operations and
products;
|
| w |
Failure
to achieve targeted synergies; and
|
| w |
Inability
to retain key employees and business relationships of acquired
companies.
|
Foreign
acquisitions involve unique risks in addition to those mentioned above,
including those related to integration of operations across different cultures
and languages, currency risks and the particular economic, political and
regulatory risks associated with specific countries. Also, the anticipated
benefit of the Company's acquisitions may not materialize. Future acquisitions
or dispositions could result in potentially dilutive issuances of equity
securities, the incurrence of debt, contingent liabilities or amortization
expenses, or write-offs of goodwill, any of which could adversely impact the
Company's financial condition.
Praxair
has received no written SEC staff comments regarding any of its Exchange Act
reports which were issued 180 days or more preceding the end of its 2005 fiscal
year and that remain unresolved.
Praxair's
worldwide headquarters are located in leased office space in Danbury,
Connecticut. Other principal administrative offices are owned in Tonawanda,
New
York, and Rio de Janeiro, Brazil and leased in Shanghai, China and Madrid,
Spain.
Praxair
designs, engineers, manufactures and operates facilities that produce and
distribute industrial gases. These industrial gas production facilities and
certain components are designed and/or manufactured at its facilities in
Tonawanda, New York; Burr Ridge, Illinois and Rio de Janeiro, Brazil. Praxair's
Italian equity affiliate, Societa Italiana Acetilene & Derivati S.p.A.
(S.I.A.D.), also has such capacity.
-9-
|
PART
I (Continued)
|
|
Praxair,
Inc. and Subsidiaries
|
The
following table summarizes production locations for Praxair by segment. No
significant portion of these assets was leased at December 31, 2005. Generally,
these facilities are fully utilized and are sufficient to meet our manufacturing
needs. The majority of the Surface Technologies locations are in the United
States.
|
Number
of Locations at December 31, 2005
|
||||||||
|
ASU
(a)
|
Hydrogen
|
CO2
(b)
|
Other
(c)
|
|||||
|
North
America
|
178
|
32
|
51
|
386
|
||||
|
Europe
|
48
|
2
|
4
|
74
|
||||
|
South
America
|
36
|
1
|
17
|
103
|
||||
|
Asia
|
22
|
3
|
13
|
44
|
||||
|
Surface
Technologies
|
-
|
-
|
-
|
47
|
||||
|
Total
|
284
|
38
|
85
|
654
|
||||
| (a) |
Cryogenic
air separation plants.
|
| (b) |
Carbon
dioxide plants.
|
| (c) |
Other
includes non-cryogenic plants, packaged gas plants, helium plants,
specialty gas plants, and Surface Technologies
plants.
|
No
single
production location is material except for the following pipeline
complexes:
|
Pipeline
Complex
|
Number
of
Production
Locations
|
Number
of
Connected
Plants (a)
|
Plant
Type
|
|||
|
Northern
Indiana
|
5
|
12
|
ASU/Hydrogen/CO2
|
|||
|
Houston
|
3
|
8
|
ASU
|
|||
|
Gulf
Coast
|
4
|
12
|
Hydrogen/Carbon
Monoxide
|
|||
|
Detroit
|
1
|
6
|
ASU/Hydrogen
|
|||
|
Louisiana
|
3
|
4
|
Hydrogen/Carbon
Monoxide
|
|||
|
South
Brazil (b)
|
9
|
21
|
ASU
|
|||
|
Northern
Spain
|
4
|
5
|
ASU/Hydrogen/CO2
|
|||
|
Germany
- Rhine Region
|
2
|
3
|
ASU/Carbon
Monoxide
|
|||
|
Germany
- Saar Region
|
1
|
3
|
ASU
|
| (a) |
A
production location contains one or more productive
plants.
|
| (b) |
Locations
are partially owned and partially
leased.
|
Information
required by this item is incorporated herein by reference to the section
captioned "Notes to Consolidated Financial Statements - Note 19 Commitments
and
Contingencies" in Praxair's 2005 Annual Report to Shareholders.
Praxair
did not submit any matters to a shareholder vote during the fourth quarter
of
2005.
-10-
|
Praxair,
Inc. and Subsidiaries
|
Market,
trading, shareholder and dividend information for Praxair's common stock is
incorporated herein by reference to the section captioned "Investor Information"
in Praxair's 2005 Annual Report to Shareholders.
On
October 28, 2003, Praxair's Board of Directors declared a two-for-one split
of
the Company's common stock. The stock split was effected in the form of a stock
dividend of one additional share for each share owned by stockholders of record
on December 5, 2003, and each share held in treasury as of the record date.
Praxair's
annual dividend on its common stock for 2005 was $0.72 per share. On January
25,
2006, Praxair's Board of Directors declared a dividend of $0.25 per share for
the first quarter of 2006, or $1.00 per share annualized, which may be changed
as Praxair's earnings and business prospects warrant. The declaration of
dividends is a business decision made by the Board of Directors based on
Praxair's earnings and financial condition and other factors the Board of
Directors considers relevant.
Purchases
of Equity Securities
-
Certain information regarding purchases made by or on behalf of the Company
or
any affiliated purchaser (as defined in Rule 10b-18(a)(3) under the Securities
Exchange Act of 1934, as amended) of its common stock during the three months
ended December 31, 2005 is provided below:
|
Period
|
Total
Number of Shares Purchased
(Thousands)
|
Average
Price Paid
Per
Share
|
Total
Number of Shares Purchased as Part of Publicly Announced Plans or
Programs(1)
(Thousands)
|
Maximum
Number of Shares that May Yet be Purchased Under the
Program(2)
|
||||
|
October
|
731
|
47.01
|
731
|
N/A
|
||||
|
November
|
-
|
N/A
|
-
|
N/A
|
||||
|
December
|
547
|
54.03
|
547
|
N/A
|
||||
|
Fourth
Quarter 2005
|
1,278
|
50.01
|
1,278
|
N/A
|
|
(1)
|
On
January 20, 1997, the Company's Board of Directors approved a share
repurchase program, which authorized the Company to repurchase shares
of
its common stock from time to time, either directly or through agents,
in
the open market at prices and on terms satisfactory to the Company
in
order to offset some or all of such shares issued pursuant to the
Company's employee benefit plans and its Dividend Reinvestment and
Stock
Purchase Plan. The Company announced this program on January 21,
1997. The
program has no expiration date.
|
|
(2)
|
The
Board-approved program does not contain any quantitative limit on
the
total number of shares, or dollar value, that may be purchased.
|
Information
required by this item is incorporated herein by reference to the sections
captioned "Five-Year Financial Summary" and "Appendix" in Praxair's 2005 Annual
Report to Shareholders. These items should be read in conjunction with the
Consolidated Financial Statements and related Notes to Consolidated Financial
Statements.
-11-
|
PART
II (Continued)
|
|
Praxair,
Inc. and Subsidiaries
|
Information
required by this item is incorporated herein by reference to the section
captioned "Management's Discussion and Analysis" in Praxair's 2005 Annual Report
to Shareholders.
Information
required by this item is incorporated herein by reference to the section
captioned "Management's Discussion and Analysis" in Praxair's 2005 Annual Report
to Shareholders.
Information
required by this item is incorporated herein by reference to the sections
captioned "Consolidated Statements of Income," "Consolidated Balance Sheets,"
"Consolidated Statements of Cash Flows," "Consolidated Statements of
Shareholders' Equity" and "Notes to Consolidated Financial Statements" in
Praxair's 2005 Annual Report to Shareholders.
None
noted.
Conclusion
Regarding the Effectiveness of Disclosure Controls and
Procedures
Based
on
an evaluation of the effectiveness of Praxair's disclosure controls and
procedures, which was made under the supervision and with the participation
of
management, including Praxair's principal executive officer and principal
financial officer, the principal executive officer and principal financial
officer have each concluded that, as of the end of the annual period covered
by
this report, such disclosure controls and procedures are effective in ensuring
that information required to be disclosed by Praxair in reports that it files
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in Securities and Exchange Commission's rules and
forms.
Management's
Report on Internal Control Over Financial Reporting
Praxair's
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Exchange Act
Rule 13a-15(f). Under the supervision and with the participation of
management, including the Company's principal executive officer and principal
financial officer, Praxair conducted an evaluation of the effectiveness of
its
internal control over financial reporting based on the framework in Internal
Control - Integrated Framework issued
by
the Committee of Sponsoring Organizations of the Treadway Commission (often
referred to as COSO).
Based
on this evaluation, management concluded that the Company's internal control
over financial reporting was effective as of December 31, 2005.
Praxair's
evaluation did not include the internal control over financial reporting related
to the Constar LLC acquisition consummated on December 31, 2005. Total sales
and
assets for the acquisition represents 0.0% and 0.3%, respectively, of the
related consolidated financial statement amounts as of and for the year ended
December 31, 2005 (see Note 3 to the consolidated financial statements
incorporated by reference in Item 8).
Management's
assessment of the effectiveness of the Company's internal control over financial
reporting as of December 31, 2005 has been audited by PricewaterhouseCoopers
LLP, an independent registered public accounting firm, as stated in their report
incorporated by reference in Item 15.
-12-
|
PART
II (Continued)
|
|
Praxair,
Inc. and Subsidiaries
|
Changes
in Internal Control over Financial Reporting
There
were no changes in Praxair's internal control over financial reporting that
occurred during the fourth quarter of 2005 that have materially affected, or
are
reasonably likely to materially affect, Praxair's internal control over
financial reporting.
None
noted.
-13-
|
Praxair,
Inc. and Subsidiaries
|
Certain
information required by this item is incorporated herein by reference to the
sections captioned "The Board of Directors", "Executive Officers" and "Section
16(a) Beneficial Ownership Reporting Compliance" in Praxair's Proxy Statement
for the Annual Meeting of Shareholders to be held on April 25,
2006.
Identification
of the Audit Committee
Praxair
has a separately-designated standing Audit Committee established in accordance
with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 as amended
(the
"Exchange Act"). The members of that Audit Committee are H. Mitchell Watson,
Jr., Chairman, Raymond W. LeBoeuf, Ronald L. Kuehn, Jr. and Robert L.
Wood.
Audit
Committee Financial Expert
The
Praxair Board of Directors has determined that each of H. Mitchell Watson,
Jr.,
Raymond W. LeBoeuf, Ronald L. Kuehn, Jr. and Robert L. Wood is an "audit
committee financial expert" as defined by Item 401(h) of Regulation S-K of
the
Exchange Act and is independent within the meaning of Item 7(d)(3)(iv) of
Schedule 14A of the Exchange Act.
Code
of Ethics
Praxair
has adopted a "code of ethics" that applies to the Company's directors and
all
employees, including its Chief Executive Officer, Chief Financial Officer,
and
Controller. This code of ethics, comprising Praxair's "Compliance with Laws
and
Business Integrity and Ethics Policy" and its "Standards of Business Integrity",
is posted on the Company's public website, www.praxair.com.
Information
required by this item is incorporated herein by reference to the sections
captioned "Shareholder Return" and "Executive
Compensation" in Praxair's Proxy Statement for the Annual Meeting of
Shareholders to be held on April 25, 2006.
Information
required by this item is incorporated by reference to the sections captioned
"Share Ownership" and "Equity Compensation Plans Information" in Praxair's
Proxy
Statement for the Annual Meeting of Shareholders to be held on April
25,
2006.
Information
required by this item is incorporated herein by reference to the section
captioned "Certain Relationships and Transactions" in Praxair's Proxy Statement
for the Annual Meeting of Shareholders to be held on April
25,
2006.
Information
required by this item is incorporated herein by reference to the section
captioned "The Independent Auditor" in Praxair's Proxy Statement for the Annual
Meeting of Shareholders to be held on April
25,
2006.
-14-
|
Praxair,
Inc. and Subsidiaries
|
(a) Documents
filed as part of this report
(1) Financial
Statements
Page
No. in Praxair's 2005
Consolidated
Statements of Income for the Years Ended
December
31, 2005, 2004, and 2003
......................................................................................AR-26
Consolidated
Balance Sheets at December 31, 2005 and 2004
........................................AR-27
Consolidated
Statements of Cash Flows for the Years Ended
December
31, 2005, 2004, and
2003......................................................................................AR-28
Consolidated
Statements of Shareholders' Equity for the
Years
Ended December 31, 2005, 2004, and 2003
..............................................................AR-29
Notes
to
Consolidated Financial Statements
.............................................................AR-45
to
AR-65
Report
of
Independent Registered Public Accounting
Firm....................................AR-67
to
AR-68
*
Incorporated by reference to the indicated pages of the 2005
Annual
Report to Shareholders. With the exception of this information and the
information incorporated in Items 3, 5, 6, 7, 7A, and 8, the 2005 Annual Report
to Shareholders is not to be deemed filed as part of this Annual Report on
Form
10-K.
(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
|
|
Exhibits
filed as a part of this annual report on Form 10-K are listed in
the Index
to Exhibits located on page 17 of this
Report.
|
-15-
|
Praxair,
Inc. and Subsidiaries
|
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by
the undersigned, thereunto duly authorized.
PRAXAIR, INC.
(Registrant)
|
Date:
|
March 1, 2006
|
By:
/s/ Patrick M. Clark
|
|
|
Patrick
M. Clark
|
|||
|
Vice
President and Controller
|
|||
|
(On
behalf of the Registrant and
|
|||
|
as
Chief Accounting Officer)
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has
been
signed below by the following persons on behalf of the Registrant and in the
capacities indicated on February 28, 2006.
|
/s/
James S. Sawyer
|
/s/
Dennis H. Reilley
|
/s/José
Paulo de
Oliveria Alves
|
||
|
James
S. Sawyer
|
Dennis
H. Reilley
|
José
Paulo de
Oliveria Alves
|
||
|
Senior
Vice President and
|
Chairman
and Chief Executive
|
Director
|
||
|
Chief
Financial Officer
|
Officer
and Director
|
|||
|
/s/
Claire W. Gargalli
|
/s/
Ira D. Hall
|
/s/
Ronald L. Kuehn, Jr.
|
||
|
Claire
W. Gargalli
|
Ira
D. Hall
|
Ronald
L. Kuehn, Jr.
|
||
|
Director
|
Director
|
Director
|
||
|
/s/
Raymond W. LeBoeuf
|
/s/
G. Jackson Ratcliffe, Jr.
|
/s/
Wayne T. Smith
|
||
|
Raymond
W. LeBoeuf
|
G.
Jackson Ratcliffe, Jr.
|
Wayne
T. Smith
|
||
|
Director
|
Director
|
Director
|
||
|
/s/
H. Mitchell Watson, Jr.
|
/s/
Robert L. Wood
|
|||
|
H.
Mitchell Watson, Jr.
|
Robert
L. Wood
|
|||
|
Director
|
Director
|
-16-
|
Praxair,
Inc. and Subsidiaries
|
Exhibit
No.
Description
|
2.01
|
Agreement
and Plan of Merger dated as of December 22, 1995 among Praxair, Inc.,
PX
Acquisition Corp. and CBI Industries, Inc. (Filed as Exhibit 2 to
the
Company's Current Report on Form 8-K dated December 22, 1995, Filing
No.
1-11037, and incorporated herein by
reference).
|
|
3.01
|
Restated
Certificate of Incorporation (Filed as Exhibit 3.01 to the Company's
Registration Statement on Form 10, Filing No. 1-11037, and incorporated
herein by reference).
|
|
3.02
|
Amended
By-Laws of Praxair, Inc. (Filed as Exhibit 3.02 to the Company's
Registration Statement on Form 10, 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 7, 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 7, 1997 as Exhibit 3.4 to Amendment #1 to the Company's Registration
Statement on Form S-3, Registration No. 333-18141).
|
3.05
|
Certificate
of Amendment to Restated Certificate of Incorporation (Filed as Exhibit
3.05 to the Company's Quarterly Report on Form 10-Q for the quarter
ended
June 30, 2004, Filing No. 1-11037, and incorporated herein by
reference).
|
|
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
|
Stockholder
Protection Rights Agreement, dated as of May 3, 2004, between the
registrant and Registrar and Transfer Company as Rights Agent. (Filed
on
April 29, 2004 as Exhibit (1) to the Company's Registration Statement
on
Form 8-A, Filing No. 1-11037, and incorporated herein by
reference).
|
|
4.03
|
Indenture,
dated as of July 15, 1992, between Praxair, Inc. and State Street
Bank and
Trust Company, successor trustee to Fleet Bank of Connecticut and
the
ultimate successor trustee to Bank of America Illinois (formerly
Continental Bank, National Association) (Filed as Exhibit 4 to the
Company's Form 10-Q for the quarter ended June 30, 1992, Filing No.
1-11037, and incorporated herein by
reference).
|
|
4.04
|
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.
|
|
4.05
|
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).
|
|
4.06
|
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
|
Amended
and 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).
|
-17-
|
INDEX
TO EXHIBITS (Continued)
|
|
Praxair,
Inc. and Subsidiaries
|
Exhibit
No.
Description
*10.01a
Standard
Form of Option Award under the 2002 Praxair, Inc. Long Term Incentive Plan
(Filed as Exhibit 10.01a to the Company's Current Report on Form 8-K dated
February 28, 2005, Filing No. 1-11037, and incorporated herein by
reference).
*10.01b
Transferable
Form of Option Award under the 2002 Praxair, Inc. Long Term Incentive Plan
(Filed as Exhibit 10.01b to the Company's Current Report on Form 8-K dated
February 28, 2005, Filing No. 1-11037, and incorporated herein by
reference).
|
*10.02
|
Form
of Executive Severance Compensation Agreement (Filed as Exhibit 10.02
to
the Company's 2003 Annual Report on Form 10-K, Filing No. 1-11037,
and
incorporated herein by reference).
|
|
*10.03
|
2002
Praxair, Inc. Variable Compensation Plan (Filed as Exhibit 10.03
to the
Company's 2001 Annual Report on Form 10-K, Filing No. 1-11037, and
incorporated herein by reference).
|
|
First
Amendment, dated as of December 12, 2005, to the 2002 Praxair, Inc.
Variable Compensation Plan.
|
|
*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
2005
Equity Compensation Plan for Non-Employee Directors of Praxair, Inc. (Filed
as
Exhibit 10.04 to the Company's Current Report on Form 8-K dated April 29, 2005,
Filing No. 1-11037, and incorporated herein by reference).
|
*10.04b
|
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
Form
10-Q for the quarter ended June 30, 2005, Filing No. 1-11037, and
incorporated herein by reference).
|
|
*10.05
|
Special
Severance Protection Program (Filed as Exhibit 10.05 to the Company's
Registration Statement on Form 10, Filing No. 1-11037, and incorporated
herein by reference).
|
|
*10.06
|
Amended
and Restated Praxair, Inc. Directors' Fees Deferral Plan (Filed as
Exhibit
10.06 to the Company's Current Report on Form 8-K dated January 25,
2005,
Filing No. 1-11037, and incorporated herein by
reference).
|
|
*10.06a
|
Fourth
Amendment to the Praxair Inc. Directors' Fees Deferral Plan (Filed
as
Exhibit 10.06a to the Company's Current Report on Form 8-K dated
April 29,
2005, Filing 1-11037, and incorporated herein by
reference).
|
|
*10.07
|
Amended
and Restated 1993 Praxair Compensation Deferral Program (Filed as
Exhibit
10.07 to the Company's 1996 Annual Report on Form 10-K, Filing No.
1-11037, and incorporated herein by reference).
|
*10.07a
First
Amendment, dated as of April 1, 2001, to the Amended and Restated 1993 Praxair
Compensation Deferral Program (Filed as Exhibit 10.07a to the Company's 2001
Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by
reference).
|
*10.07b
|
Second
Amendment, dated as of October 28, 2003, to the Amended and Restated
1993
Praxair Compensation Deferral Program (Filed as Exhibit 10.07b to
the
Company's 2003 Annual Report on Form 10-K, Filing No. 1-11037, and
incorporated herein by reference).
|
-18-
|
INDEX
TO EXHIBITS (Continued)
|
|
Praxair,
Inc. and Subsidiaries
|
Exhibit
No.
Description
|
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).
|
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|
INDEX
TO EXHIBITS (Continued)
|
|
Praxair,
Inc. and Subsidiaries
|
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 23, 2004 among Praxair, Inc., The
Eligible
Subsidiaries Referred to Therein, The Lenders Listed Therein, JP
Morgan
Chase Bank, N. A., as Administrative Agent, Bank of America, N. A.,
as
Syndication Agent, and Citibank, N. A. and Credit Suisse First Boston
as
Co-Documentation Agents (Filed as Exhibit 10.17 to the Company's
2004
Annual Report on Form 10-K, Filing No. 1-11037, and incorporated
herein by
reference).
|
|
Amendment
No. 1, dated February 15, 2006, to Credit Agreement, dated as of
December
23, 2004 (referenced as Exhibit
10.17).
|
|
10.18
|
Facility
Agreement dated as of November 29, 2004 among Praxair Euroholding,
S. L.,
an indirect wholly-owned subsidiary of the Company, as Borrower,
Praxair,
Inc., as Guarantor, The Lenders Party Thereto, Citigroup Global Markets,
Inc., as Syndication Agent and ABN AMRO Bank N. V., as Administrative
Agent and Documentation Agent (Filed as Exhibit 10.18 to the Company's
2004 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated
herein by reference).
|
|
10.18a
|
Amendment
No. 1 to Facility Agreement (Filed as Exhibit 10.18a to the Company's
Current Report on Form 8-K dated March 1, 2005, Filing No. 1-11037,
and
incorporated herein by reference).
|
|
*10.19
|
Praxair,
Inc. Plan for Determining Performance-Based Awards Under Section
162(M)
(Filed as Exhibit 10.19 to the Company's 2001 Annual Report on Form
10-K,
Filing No. 1-11037, and incorporated herein by
reference).
|
-20-
|
INDEX
TO EXHIBITS (Continued)
|
|
Praxair,
Inc. and Subsidiaries
|
Exhibit
No.
Description
|
Computation
of Ratio of Earnings to Fixed
Charges.
|
|
Financial
Section (pages 25 to 71) of Praxair's 2005 Annual Report to Shareholders
(such information, except for those portions which are expressly
referred
to in this Form 10-K, is furnished for the information of the Commission
and is not deemed "filed" as part of this Form
10-K).
|
|
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
§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).
|
§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).
|
Copies
of
exhibits incorporated by reference can be obtained from the SEC and are located
in SEC File No. 1-11037.
*Indicates
a management contract or compensatory plan or arrangement.
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