ITEM 1. BUSINESS
GENERAL - Praxair, Inc. (Praxair or Company) was founded in 1907 and became an independent publicly-traded company on June 30, 1992. Praxair was the first company in the United States to produce oxygen from air using a cryogenic process. Praxair has been, and continues to be, a major technological innovator in the industrial gases industry and has done much to create value for its customers by developing new applications for industrial gases and to open new markets by lowering the cost of supply.
Praxair is the largest industrial gases company in North and South America and the third largest worldwide. The Company is the world's largest supplier of carbon dioxide. Praxair's primary products are atmospheric gases (oxygen, nitrogen, argon, rare gases) and process gases (carbon dioxide, helium, hydrogen, electronics gases, acetylene). The Company's coatings services business, operated through Praxair Surface Technologies, supplies wear-resistant and high-temperature corrosion-resistant metallic and ceramic coatings and powders. Sales for Praxair were $4,449, $3,146, and $2,711 million for 1996, 1995 and 1994, respectively, with industrial gases accounting for 91% of sales in 1996, 90% in 1995 and 91% in 1994, and coatings services/other accounting for the balance.
During 1996, Praxair acquired the common stock of CBI Industries, Inc. (CBI) (See Note 2 to Consolidated Financial Statements). CBI operated in three major business segments: Industrial Gases (Liquid Carbonic), Contracting Services (Chicago Bridge & Iron Company) and Investments (primarily Statia Terminals). The Industrial Gases segment is the world's largest supplier of carbon dioxide in its various forms and produces, processes and markets a wide variety of other industrial/medical and specialty gases, and assembles and sells industrial gas-related equipment. Praxair determined that the Contracting Services and Investments segments of CBI are not strategic to the combined company and, during 1996, sold or took action to sell those businesses. Additionally, based on an agreement with the U. S. Federal Trade Commission, Praxair sold four air separation plants operated by Liquid Carbonic in the United States. The remaining businesses to be sold are accounted for as acquired assets held for sale.
Gases produced by the Company find wide use in the aerospace, beverage, chemicals, electronics, environmental remediation, food processing and preservation, glass, medical, metal fabrication, oil and gas, primary metals, pulp and paper, and various other industries. By using the gases that Praxair produces and, in many cases, the proprietary processes that it invents, customer value is created through improved product quality, increased productivity, conservation of energy, and the attainment of environmental improvement objectives. The Company has been and continues to be a major technological innovator in the industrial gases industry and, working with customers, has done much to increase the use of its industrial gases to support the manufacture of other products and for many other uses. Historically, consumption of industrial gases has increased at approximately 1.5x-2.0x local GDP growth in countries in which the Company does business.
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. As a pioneer in the industrial gases industry, Praxair has been a leader in developing a wide range of proprietary and patented applications and supply systems technology. In recent years, Praxair has developed and commercialized new air separation technologies for the production of industrial gases and is a recognized leader in this rapidly growing market segment. These technologies open important new markets and optimize production capacity for the Company by lowering the cost of supply of industrial gases. These new technologies include proprietary vacuum pressure swing adsorption ("VPSA") and membrane separation to produce gaseous oxygen and nitrogen, respectively.
PART I (CONT.) PRAXAIR, INC. AND SUBSIDIARIES
Process gases, including carbon dioxide, carbon monoxide, hydrogen, helium and acetylene, are produced by different methods than air separation. Most carbon dioxide is purchased from by-product sources, including chemical plants, refineries and industrial processes, or from carbon dioxide wells, and is processed in Praxair's own plants to produce commercial carbon dioxide. Most of the helium sold by Praxair is derived from certain helium-rich natural gas streams in the United States, with additional supplies being acquired from outside the United States. Hydrogen and carbon monoxide are produced by purifying hydrocarbon sources or by purifying by-product sources obtained from the chemical and petrochemical industries. Acetylene is typically produced from calcium carbide and water.
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 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, typically having 10-20 year terms 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. Atmospheric gases for the merchant business are produced by cryogenic processes whereas carbon dioxide, hydrogen and helium are produced by other processes as discussed earlier. The deliveries generally are made from Praxair's plants by tanker truck to storage containers owned and maintained by Praxair at the customer's site. Although 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.
PACKAGED GASES. Customers requiring small volumes are supplied products in metal containers called cylinders, usually at medium to high pressure. These so-called packaged gases include the 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.
In the United States, most cylinder products are sold along with welding equipment (hardgoods) by distributors that buy the merchant product from industrial gases producers and package the product at their own facilities. Praxair has a large network of independent distributors and owns equity interests in distributor operations in 26 states in the U.S. and Puerto Rico. Praxair has acquired independent distributors in various locations in the United States.
PART I (CONT.)
PRAXAIR, INC. AND SUBSIDIARIES
SURFACE TECHNOLOGIES Praxair's surface technologies business provides metallic and ceramic coatings services for parts and equipment provided by customers. It also provides aircraft engine and airframe component overhaul services and sells a variety of specialty powders. The coatings extend wear life at high temperatures and under corrosive conditions. These coatings 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. Customers for Praxair's surface technologies products and services include the aircraft, electronics, metal finishing, paper, petrochemical, printing and textile industries.
INVENTORIES- Praxair carries inventories of merchant and cylinder gases 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, to a significant extent, upon a single customer or a few customers.
INTERNATIONAL-Praxair is a global enterprise with slightly over half of its 1996 sales outside of the United States. It conducts industrial gases business through subsidiary and affiliated companies in Argentina, Australia, Belgium, Belize, Bolivia, Brazil, Canada, Chile, Colombia, Costa Rica, France, Germany, Indonesia, India, Israel, Italy, Japan, Korea, Mexico, the Netherlands, the People's Republic of China, Paraguay, Peru, Poland, Portugal, Spain, Thailand, Turkey, Uruguay and Venezuela. S.I.A.D. (Societa Italiana Acetilene & Derivati S.p.A.), an Italian company carried at equity, also has established positions in Austria, Bulgaria, the Czech Republic and Slovenia. Praxair's surface technologies business has operations in Denmark, France, Germany, Italy, Japan, Singapore, 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" included in Praxair's 1996 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. It has also led to the development of new advanced air separation process technologies. Research and development for industrial gases is principally conducted at Tonawanda and Tarrytown, New York; Chicago, Illinois; Rio de Janeiro, Brazil; Mississauga, Canada and Norwood, Massachusetts.
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 and Okegawa, Japan.
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.
PART I (CONT.) PRAXAIR, INC. AND SUBSIDIARIES
RAW MATERIALS AND ENERGY-Energy is the largest single cost item in the production and distribution of industrial gases. Principal risks to Praxair's business and financial performance include shortage of electric power and natural gas, interruption of supply or increases in price which cannot be passed through to customers. Praxair has not, historically, experienced significant difficulties of this nature. Also, Praxair operates a large fleet of trucks, and any fuel shortage may adversely affect its distribution system.
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.
Major competitors in the industrial gases industry both in the United States and worldwide include The BOC Group p.l.c., L'Air Liquide S.A., Air Products and Chemicals, Inc., and AGA Aktiebolag.
At a worldwide level, there are no congruent competitors for the surface technologies business. However, principal domestic competitors are Sermatech International, Inc., a subsidiary of Teleflex, Inc., and Chemtronics, Inc., a subsidiary of Interlake, Inc. International competitors in surface technologies vary from country to country.
EMPLOYEES AND LABOR RELATIONS - As of December 31, 1996, Praxair had 25,271 employees worldwide, excluding employees related to assets held for sale. Of this number, 8,619 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 1996 Annual Report to Shareholders.
PART I (CONT.) PRAXAIR, INC. AND SUBSIDIARIES
ITEM 2.
ITEM 2. PROPERTIES
Praxair's worldwide headquarters is located in leased office space in Danbury, Connecticut. Other principal administrative offices are owned in Tonawanda, New York and Rio de Janeiro, Brazil.
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; Norwood, Massachusetts; 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.
Praxair owns 257 cryogenic air separation plants worldwide (148 in the United States); 84 by-product carbon dioxide plants worldwide (20 in the United States); and 23 hydrogen plants worldwide. No single production facility is material except for the following complexes:
Number of SUPPLY SYSTEM CONNECTED PLANTS PRODUCTS PRODUCED Northern Indiana 10 Air Separation/ Hydrogen Houston 6 Air Separation Gulf Coast * 12 Hydrogen/ Carbon Monoxide Detroit 6 Air Separation/ Hydrogen Southern Brazil * 2 Air Separation Northern Spain 3 Air Separation/ Hydrogen * partially owned and partially leased.
The surface technologies business operates 30 plants located near customers in Denmark, France, Germany, Italy, Japan, United Kingdom, the United States, Singapore and Switzerland.
Generally, these facilities are fully utilized and sufficient to meet customer needs.
With respect to CBI's assets held for sale, Chicago Bridge & Iron Company owns or leases the properties used to conduct its business. The capacities of these facilities depend upon the mix of products being manufactured. Its principal properties are located in California, Georgia, Illinois and Texas in the United States, and Australia and Canada internationally.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
Information required by this item is incorporated herein by reference to the section captioned "Notes to Consolidated Financial Statements - Note 14 Commitments and Contingencies" in Praxair's 1996 Annual Report to Shareholders.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Praxair did not submit any matters to a shareholder vote during the fourth quarter of 1996.
PART II PRAXAIR, INC. AND SUBSIDIARIES
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
Market, trading, shareholder and dividend information for Praxair's common stock is incorporated herein by reference to the section captioned "Information for Investors" in Praxair's 1996 Annual Report to Shareholders.
Praxair's annual dividend on its common stock for 1996 was $0.38 per share. In January 1997, Praxair's Board of Directors declared a dividend of $0.11 per share for the first quarter of 1997, or $0.44 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.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data for the five years ended December 31, 1996 is incorporated herein by reference to the section captioned "Five-year Financial Summary" in Praxair's 1996 Annual Report to Shareholders. This summary should be read in conjunction with the Consolidated Financial Statements and related Notes to Consolidated Financial Statements.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Information required by this item is incorporated herein by reference to the section captioned "Management's Discussion and Analysis" in Praxair's 1996 Annual Report to Shareholders.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information required by this item is incorporated herein by reference to the sections captioned "Consolidated Statement of Income," "Consolidated Balance Sheet," "Consolidated Statement of Cash Flows," and "Notes to Consolidated Financial Statements" in Praxair's 1996 Annual Report to Shareholders.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no changes in or disagreements with accountants reportable under this item.
PART III PRAXAIR, INC. AND SUBSIDIARIES
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information required by this item is incorporated herein by reference to the section captioned "Directors and Executive Officers" in Praxair's Proxy Statement for the Annual Meeting of Shareholders to be held on April 29, 1997.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Information required by this item is incorporated herein by reference to the section captioned "Executive Compensation" in Praxair's Proxy Statement for the Annual Meeting of Shareholders to be held on April 29, 1997.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information required by this item is incorporated herein by reference to the section captioned "Voting Securities and Principal Holders" in Praxair's Proxy Statement for the Annual Meeting of Shareholders to be held April 29, 1997.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There have been no transactions or relationships since the beginning of 1996 which are reportable under this item.
PART IV PRAXAIR, INC. AND SUBSIDIARIES
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements and Schedules PAGE NO. IN PRAXAIR'S 1996 ANNUAL REPORT (AR)* FINANCIAL STATEMENTS
Consolidated Statement of Income for the Years Ended December 31, 1996, 1995 and 1994 ......................... AR-25
Consolidated Balance Sheet at December 31, 1996 and 1995 .. AR-26
Consolidated Statement of Cash Flows for the Years Ended December 31, 1996, 1995 and 1994 ......................... AR-27
Notes to Consolidated Financial Statements ................ AR-28
Report of Independent Accountants ......................... AR-43
* Incorporated by reference from the indicated pages of the 1996 Annual Report to Shareholders.
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.
(b) Reports on Form 8-K
On January 23, 1997, Praxair filed a Current Report on Form 8-K dated January 21, 1997 relating to the authorization of a share repurchase program and an increase in the quarterly dividend.
(c) Exhibits
Exhibits filed as a part of this Annual Report on Form 10-K are listed in the Index to Exhibits located on page 11 of this Report.
SIGNATURES 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 14, 1997
J. Robert Vipond 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 25, 1997.
John A. Clerico Alejandro Achaval Ronald L. Kuehn, Jr. VICE PRESIDENT, DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICER AND DIRECTOR
Edgar G. Hotard John J. Creedon Benjamin F. Payton PRESIDENT AND DIRECTOR DIRECTOR DIRECTOR
H. William Lichtenberger C. Fred Fetterolf G. Jackson Ratcliffe, Jr. CHAIRMAN AND CHIEF DIRECTOR DIRECTOR EXECUTIVE OFFICER AND DIRECTOR
Dale F. Frey H. Mitchell Watson, Jr. DIRECTOR DIRECTOR
Claire W. Gargalli DIRECTOR
INDEX TO EXHIBITS 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).
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 Rights Agreement between the registrant and The Bank of New York as Rights Agent. (Filed as Exhibit 4.02 to the Company's Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
4.03 Indenture, dated as of July 15, 1992, between Praxair, Inc. and Fleet Bank of Connecticut as 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. 1-11307, 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 1992 Long-Term Incentive Plan (Filed as Exhibit 10.01 to the Company's Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
*10.01a First Amendment to the 1992 Long-Term Incentive Plan (Filed as Exhibit 10.01a to the Company's 1993 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
INDEX TO EXHIBITS (CONT.) PRAXAIR, INC. AND SUBSIDIARIES
EXHIBIT NO. DESCRIPTION
*10.01b Second Amendment to the 1992 Long-Term Incentive Plan(Filed as Exhibit 10.01b to the Company's 1995 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.01c Third Amendment to the 1992 Long-Term Incentive Plan (Filed as Exhibit 10.01c to the Company's 1995 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.01d Fourth Amendment to the 1992 Long-Term Incentive Plan.
*10.02 Severance Compensation Agreement (Filed as Exhibit 10.02 to the Company's Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
*10.03 1992 Variable Compensation Plan (Filed as Exhibit 10.03 to the Company's Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
*10.03a First Amendment to the 1992 Variable Compensation Plan (Filed as Exhibit 10.03a to the Company's 1993 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.04 1995 Stock Option Plan for Non-Employee Directors (Filed as Exhibit 10.04 to the Company's Form 10-Q for the Quarter ended March 31, 1995, 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 Restated Praxair, Inc. Directors' Fees Deferral Plan.
*10.07 Amended and Restated 1993 Praxair Compensation Deferral Program
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).
INDEX TO EXHIBITS (CONT.) PRAXAIR, INC. AND SUBSIDIARIES
EXHIBIT NO. DESCRIPTION
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).
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).
INDEX TO EXHIBITS (CONT.) PRAXAIR, INC. AND SUBSIDIARIES
EXHIBIT NO. DESCRIPTION
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).
10.15 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 7, 1995, among Praxair, Inc., The Banks Party Thereto, Morgan Guaranty Trust Company of New York as Documentation Agent and Chemical Bank, as Administrative Agent and Auction Agent. (Filed as Exhibit 10.17 to the Company's 1995 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.18 1996 Praxair, Inc. Senior Executive Performance Award Plan (Filed as Exhibit 10.19 to the Company's Report on Form 10-Q for the Quarter ended March 31, 1996, Filing No. 1-11037, and incorporated herein by reference).
11.01 Computation of Earnings Per Share.
12.01 Computation of Ratio of Earnings to Fixed Charges.
13.01 Praxair's 1996 Annual Report to Shareholders (such report, 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).
21.01 Subsidiaries of Praxair, Inc.
23.01 Consent of Independent Accountants.
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.