UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[√]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
OR
[ ]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 |
Securities registered pursuant to Section 12(b) of the Act: |
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 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.
Yes [√] No[ ]
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[√]
Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes[√] No[ ]
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, 2004, was approximately $13.0 billion.
At January 31, 2005, 322,379,633 shares of common stock of Praxair, Inc. were outstanding.
Documents incorporated by reference:
Portions of the 2004 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., dated March 2, 2005, are incorporated in Part III of this report.
The Index to Exhibits is located on page 14 of this report.
Forward-looking statements
The forward-looking statements contained in this document concerning demand for products and services, the expected macroeconomic environment, sales, margins and earnings growth rates, projected capital and acquisition spending, the impact of required changes in accounting, the impact of accounting and other estimates, and other financial goals involve risks and uncertainties, and are subject to change based on various factors. These risk factors include the impact of changes in worldwide and national economies, the performance of stock markets, the cost and availability of electric power, natural gas and other materials, and the ability to achieve price increases to offset such cost increases, inflation in wages and other compensation, development of operational efficiencies, changes in foreign currencies, changes in interest rates, the continued timely development and acceptance of new products and processes, the impact of competitive products and pricing, and the impact of tax, accounting and other legislation, litigation, government regulation in the jurisdictions in which the Company operates and the effectiveness and speed of integrating new acquisitions into the business.
INDEX
Part I | PAGE | |
2 | ||
6 | ||
7 | ||
7 | ||
Part II | ||
8 | ||
8 | ||
9 | ||
9 | ||
9 | ||
9 | ||
9 | ||
10 | ||
Part III | ||
11 | ||
11 | ||
11 | ||
11 | ||
11 | ||
Part IV | ||
12 | ||
13 | ||
14 |
1
PART I |
Praxair, Inc. and Subsidiaries |
2
PART I (Continued) |
Praxair, Inc. and Subsidiaries |
3
PART I (Continued) |
Praxair, Inc. and Subsidiaries |
4
PART I (Continued) |
Praxair, Inc. and Subsidiaries |
5
PART I (Continued) |
Praxair, Inc. and Subsidiaries |
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 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.
The following table summarizes production locations for Praxair by segment. No significant portion of these assets was leased at December 31, 2004. 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, 2004 | ||||||||
ASU(a) | Hydrogen | CO2(b) | Other(c) | |||||
North America | 173 | 29 | 49 | 386 | ||||
Europe | 49 | 2 | 5 | 66 | ||||
South America | 36 | 1 | 17 | 105 | ||||
Asia | 19 | 2 | 11 | 35 | ||||
Surface Technologies | - | - | - | 47 | ||||
Total | 277 | 34 | 82 | 639 | ||||
(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:
Supply System | Number of Production Locations | Number of Connected Plants(a) | Plant Type | |||
Northern Indiana | 5 | 14 | ASU/Hydrogen/CO2 | |||
Houston | 3 | 8 | ASU | |||
Gulf Coast | 4 | 12 | Hydrogen/Carbon Monoxide | |||
Detroit | 1 | 7 | ASU/Hydrogen | |||
Louisiana | 3 | 4 | Hydrogen/Carbon Monoxide | |||
Southern Brazil(b) | 9 | 9 | ASU | |||
Northern Spain | 5 | 6 | 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 independently productive plants. |
(b) | Locations are partially owned and partially leased. |
6
PART I (Continued) |
Praxair, Inc. and Subsidiaries |
Information required by this item is incorporated herein by reference to the section captioned "Notes to Consolidated Financial Statements - Note 20 Commitments and Contingencies" in Praxair's 2004 Annual Report to Shareholders.
Praxair did not submit any matters to a shareholder vote during the fourth quarter of 2004.
7
PART II |
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 2004 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 2004 was $0.60 per share. On January 25, 2005, Praxair's Board of Directors declared a dividend of $0.18 per share for the first quarter of 2005, or $0.72 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, 2004 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 | 1,813 | $ 41.91 | 1,813 | N/A | ||||
November | 500 | $ 44.20 | 500 | N/A | ||||
December | 594 | $ 44.20 | 594 | N/A | ||||
Fourth Quarter 2004 | 2,907 | $ 42.77 | 2,907 | 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 2004 Annual Report to Shareholders. These items should be read in conjunction with the Consolidated Financial Statements and related Notes to Consolidated Financial Statements.
8
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 2004 Annual Report to Shareholders.
Item 7a.Quantitative and Qualitative Disclosures About Market Risk
Information required by this item is incorporated herein by reference to the section captioned "Management's Discussion and Analysis" in Praxair's 2004 Annual Report to Shareholders.
Item 8. Financial Statements and Supplementary Data
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 2004 Annual Report to Shareholders.
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9a. Controls and Procedures
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 inInternal Control - Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (often referred to asCOSO). Based on this evaluation, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2004.
Praxair's evaluation did not include the internal control over financial reporting relating to two acquisitions in 2004: the purchase of certain industrial gas assets and related businesses in Germany (German Acquisition) and the purchase of Home Care Supply, Inc. (HCS), a U.S. home-healthcare business. Total sales and assets for the German Acquisition represent 0.3% and 7.4% and for HCS represent 1.4% and 2.6%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2004 (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, 2004 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report incorporated by reference in Item 15.
9
PART II (Continued) |
Praxair, Inc. and Subsidiaries |
Changes in Internal Control over Financial Reporting
Effective in the fourth quarter 2004, Praxair implemented the Accounts Receivable and Sales modules of its JD Edwards software implementation for a significant portion of its North American industrial gases business. As a result, certain changes were made to the Company's internal control over financial reporting as it relates to that business which management believes strengthen such controls. The new control structure was evaluated for effectiveness in Management's Report on Internal Control Over Financial Reporting as of December 31, 2004. During the annual period covered by this report, no other significant change was made to Praxair's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Praxair's internal control over financial reporting.
Item 9b.Other Information
The following disclosure would otherwise have been filed on Form 8-K under the heading "Item 1.01. Entry into a Material Definitive Agreement":
l | On December 16, 2004, the Company signed the Sixth Amendment to Lease Agreement by and between itself, Union Carbide Corporation and Danbury Buildings Co., L.P. The provisions of the agreement include, but are not limited to, an extension of the lease term for Praxair's worldwide corporate headquarters office space in Danbury, Connecticut for a ten-year period subsequent to the initial expiration provided in the fifth amendment. A copy of the lease agreement is attached hereto as Exhibit 10.14e and incorporated herein by reference. |
10
PART III |
Praxair, Inc. and Subsidiaries |
Item 10. Directors and Executive Officers of the Registrant
Certain information required by this item is incorporated herein by reference to the sections captioned "The Board of Directors", and "Executive Officers" in Praxair's Proxy Statement for the Annual Meeting of Shareholders to be held on April 26, 2005.
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, Wayne T. Smith, 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, Wayne T. Smith 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.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of SEC Forms 3, 4 and 5 furnished to Praxair and written representations to the effect that no Form 5 is required, Praxair believes that during the period January 1, 2004 to December 31, 2004, all reports required by Section 16(a) of the Securities and Exchange Act of 1934 have been filed by its officers and directors.
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.
Item 11. Executive Compensation
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 April26, 2005.
Item 12. Security Ownership of Certain Beneficial Owners and Management
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 26, 2005.
Item 13. Certain Relationships and Related Transactions
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 26, 2005.
Item 14. Principal Accountants Fees and Services
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 April26, 2005.
11
PART IV |
Praxair, Inc. and Subsidiaries |
Item 15.Exhibits and Financial Statement Schedules
(a) Documents filed as part of this report
(1) Financial Statements
Page No. in Praxair's 2004
Consolidated Statements of Income for the Years Ended
December 31, 2004, 2003 and 2002 ...................................................................................AR-25
Consolidated Balance Sheets at December 31, 2004 and 2003................................................AR-26
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2004, 2003 and 2002 ...................................................................................AR-27
Consolidated Statements of Shareholders' Equity for the
Years Ended December 31, 2004, 2003 and 2002 ........................................................... AR-28
Notes to Consolidated Financial Statements ............................................................................ AR-43 to AR-63
Report of Independent Registered Public Accounting Firm.................................................. AR-65 to AR-66
* Incorporated by reference to the indicated pages of the2004 Annual Report to Shareholders. With the exception of this information and the information incorporated in Items 3, 5, 6, 7, 7A, 8 and 9B, the 2004 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 14 of this Report. |
12
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 2, 2005 | /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 22, 2005.
/s/ James S. Sawyer | /s/ Dennis H. Reilley | /s/ Claire W. Gargalli | ||
James S. Sawyer | Dennis H. Reilley | Claire W. Gargalli | ||
Senior Vice President and | Chairman, President and Chief | Director | ||
Chief Financial Officer | Executive Officer and Director | |||
/s/ Ira D. Hall | /s/ Ronald L. Kuehn, Jr. | /s/ Raymond W. LeBoeuf | ||
Ira D. Hall | Ronald L. Kuehn, Jr. | Raymond W. LeBoeuf | ||
Director | Director | Director | ||
/s/ G. Jackson Ratcliffe, Jr. | /s/ Wayne T. Smith | /s/ H. Mitchell Watson, Jr. | ||
G. Jackson Ratcliffe, Jr. | Wayne T. Smith | H. Mitchell Watson, Jr. | ||
Director | Director | Director | ||
/s/ Robert L. Wood | ||||
Robert L. Wood | ||||
Director |
13
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. 1-11307, 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 | 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). |
14
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). |
*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). |
*10.05 | 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). |
*10.07 | 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). |
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). |
15
INDEX TO EXHIBITS (Continued) |
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). |
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). |
Sixth Amendment to Carbide Center Lease. |
16
INDEX TO EXHIBITS (Continued) |
Praxair, Inc. and Subsidiaries |
Exhibit No. Description
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). |
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. |
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. |
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). |
Computation of Ratio of Earnings to Fixed Charges. |
Financial Section (Page 25 to 69) of Praxair's 2004 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 |
§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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