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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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[] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
Commission file number 1-11037
Praxair, Inc.
2000 Form 10-K
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:
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Title of each class: Registered on :
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Common Stock ($.01 par value) New York Stock Exchange
Common Stock Purchase Rights New York Stock Exchange
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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 [ ]
At January 31, 2001, 160,063,371 shares of common stock of Praxair, Inc. were
outstanding. The aggregate market value of common stock held by non-affiliates
at January 31, 2001 was approximately $7,074 million.
Documents incorporated by reference:
Portions of the 2000 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 1, 2001, are incorporated in Part III of
this report.
The Index to Exhibits is located on page 11 of this report.
Forward-looking statements
The forward-looking statements contained in this annual report concerning,
development and commercial acceptance of new products, services , financial
outlook, earnings growth, and other financial goals involve risks and
uncertainties, and are subject to change based on various factors. These include
the impact of changes in worldwide and national economies, the cost and
availability of electric power and other energy and the ability to achieve price
increases to offset such cost increases, development of operational
efficiencies, changes in foreign currencies, changes in interest rates, the
continued timely development and acceptance of new products and services, the
impact of competitive products and pricing, and the impact of tax and other
legislation and regulation in the jurisdictions which the company operates.
INDEX
Part I PAGE
Item 1: Business ..................................................................................... 2
Item 2: Properties.................................................................................... 6
Item 3: Legal Proceedings............................................................................. 6
Item 4: Submission of Matters to a Vote of Security Holders........................................... 6
Part II
Item 5: Market for Registrant's Common Equity and Related Shareholder Matters........................ 7
Item 6: Selected Financial Data....................................................................... 7
Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations......... 7
Item 7a: Quantitative and Qualitative Disclosures About Market Risk.................................... 7
Item 8: Financial Statements and Supplementary Data................................................... 7
Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure......... 7
Part III
Item 10: Directors and Executive Officers of the Registrant........................................... 8
Item 11: Executive Compensation....................................................................... 8
Item 12: Security Ownership of Certain Beneficial Owners and Management............................... 8
Item 13: Certain Relationships and Related Transactions............................................... 8
Part IV
Item 14: Exhibits, Financial Statement Schedules, and Reports on Form 8-K............................. 9
Signatures .............................................................................................10
Index to Exhibits.......................................................................................11
PART I
Praxair, Inc. and Subsidiaries
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Item 1. Business
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. 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 also the world's largest supplier of
carbon dioxide. 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's surface technology segment, operated through Praxair
Surface Technologies, Inc., supplies wear-resistant and high-temperature
corrosion-resistant metallic and ceramic coatings and powders. The Company also
designs, engineers and builds equipment that produces industrial gases (for
internal use and external sale) through its global supply systems included in
its All Other segment. Sales for Praxair were $5,043 million, $4,639 million,
and $4,833 million for 2000, 1999 and 1998, respectively, with industrial gases
accounting for 88% of sales in 2000, 89% of sales in 1999 and 90% of sales in
1998, and surface technologies and global supply systems accounting for the
balance. Refer to Note 3 of the section captioned "Notes to Consolidated
Financial Statements" in Praxair's 2000 Annual Report to Shareholders for
information related to Praxair's segment information.
Gases produced by the Company find wide use in the metal fabrication, chemicals
& refining, primary metals, food & beverage, healthcare, semiconductor
materials, aerospace, glass, pulp & paper, environmental remediation, and 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 1.5
to 2.0 times local industrial production 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 primarily produces oxygen, nitrogen and argon
through several air separation processes. Cryogenic air separation, which is the
primary process, compresses and cools air until it liquefies. 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,
including small cryogenic nitrogen plants. In recent years, Praxair has
developed and commercialized 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 technologies include proprietary vacuum pressure swing adsorption ("VPSA")
and membrane separation to produce gaseous oxygen and nitrogen, respectively.
2
PART I (Cont.)
Praxair, Inc. and Subsidiaries
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Process gases, including carbon dioxide, hydrogen, carbon monoxide, 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. Hydrogen
and carbon monoxide are produced by purifying hydrocarbon sources or by
purifying by-product sources obtained from the chemical and petrochemical
industries. 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. 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 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, 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
trucks to storage containers owned or leased and maintained by Praxair or the
customer 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 in the United States.
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.
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 manufacturers of such products. Praxair has
acquired independent industrial gas and welding products distributors at various
locations in the United States. Between distributors in which it owns an equity
interest and independent distributors that resell its gases, Praxair is
represented in 42 states, the District of Columbia and Puerto Rico.
3
PART I (Cont.)
Praxair, Inc. and Subsidiaries
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Surface Technologies
Praxair's surface technologies business supplies wear-resistant and
high-temperature corrosion-resistant metallic and ceramic coatings and powders
to the aircraft, electronics, printing, textile, plastics, primary metals,
petrochemical, and other industries. It also provides aircraft engine and
airframe component overhaul services. Additionally, Praxair Surface Technologies
manufactures a complete line of electric arc, plasma, and high velocity oxygen
fuel spray equipment as well as arc and flame wire equipment; including its
patented Super D-Gun. This equipment is used for the application of thermal
barrier wear resistant coatings. The coatings extend wear life at high
temperatures and under corrosive conditions 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. Resulting
from a recent acquisition, Praxair Surface Technologies also manufactures
precious metal and ceramic sputtering targets used principally in the production
of semiconductors.
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, to a significant extent, upon a single
customer or a few customers.
International - Praxair is a global enterprise with 46% of its 2000 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, India,
Israel, Italy, Japan, South Korea, Mexico, the Netherlands, the People's
Republic of China, Paraguay, Peru, Poland, Portugal, Spain, Taiwan, 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, Croatia, the Czech Republic, Hungary, Romania and Slovenia.
Praxair's surface technologies business 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 2000 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; Burr Ridge,
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.
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.
4
PART I (Cont.)
Praxair, Inc. and Subsidiaries
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Raw Materials and Energy - Energy is the single largest cost in the production
and distribution of industrial gases. Most of Praxair's energy requirements are
in the form of electricity. Other important elements are natural gas, waste
hydrogen (for hydrogen) and diesel fuel (for distribution). A shortage or
interruption of energy, or increases in energy prices that cannot be passed
through to customers, are risks to Praxair's business and financial performance.
Because many of Praxair's contracts with customers are long term, with
pass-through provisions, Praxair has not, historically, experienced significant
difficulties related to recovery of energy costs. Supply of energy also has not
been a significant issue. However, during 2000 and continuing into 2001, there
has been unprecedented volatility in the cost and supply of electricity and in
natural gas prices in the United States, particularly in California. To date,
Praxair has been able to substantially mitigate the financial impact of these
costs by passing them on to customers. In anticipation of continued volatility,
the company has taken aggressive pricing actions, is strengthening its
energy-management program for purchased power, and is implementing new customer
contract terms and conditions. However, the outcome of the U.S. energy situation
and its impact on the U.S. economy is unpredictable at this time and may pose
unforeseen 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.
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., The Messer Group and Linde AG.
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., Chemtronics, Inc., a
subsidiary of GKN p.l.c. and Johnson Matthey Electronics, a subsidiary of
Honeywell. International competitors in surface technologies vary from country
to country.
Employees and Labor Relations - As of December 31, 2000, Praxair had 23,430
employees worldwide. Of this number, 9,479 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 2000 Annual Report
to Shareholders.
5
PART I (Cont.)
Praxair, Inc. and Subsidiaries
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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; 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.
Praxair owns 316 cryogenic air separation plants (195 in the United States); 90
by-product carbon dioxide plants (23 in the United States); 348 non-cryogenic
plants, and 37 hydrogen plants. No single production facility is material except
for the following complexes:
Number of
Supply System Connected Plants Products Produced
- ------------- ---------------- ----------------------------------
Northern Indiana 14 Air Separation/Hydrogen/Carbon Dioxide
Houston 8 Air Separation
Gulf Coast * 11 Hydrogen/ Carbon Monoxide
Detroit 7 Air Separation/Hydrogen
Louisiana* 4 Hydrogen/Carbon Monoxide
Southern Brazil * 2 Air Separation
Northern Spain 5 Air Separation/Hydrogen/Carbon Dioxide
* partially owned and partially leased.
The surface technologies business operates 47 plants located near customers in
Brazil, France, Germany, Italy, Japan, Singapore, South Korea, Taiwan, Spain,
Switzerland, the United Kingdom and the United States.
Generally, these facilities are fully utilized and sufficient to meet customer
needs.
Item 3. Legal Proceedings
Information required by this item is incorporated herein by reference to the
section captioned "Notes to Consolidated Financial Statements - Note 13
Commitments and Contingencies" in Praxair's 2000 Annual Report to Shareholders.
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 2000.
6
PART II
Praxair, Inc. and Subsidiaries
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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 2000 Annual Report to Shareholders.
Praxair's annual dividend on its common stock for 2000 was $0.62 per share. On
January 30, 2001, Praxair's Board of Directors declared a dividend of $0.17 per
share for the first quarter of 2001, or $0.68 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. Selected Financial Data
Selected financial data for the five years ended December 31, 2000 is
incorporated herein by reference to the section captioned "Five-Year Financial
Summary" in Praxair's 2000 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. 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 2000
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 2000
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 Statement of Income," "Consolidated Balance
Sheet," "Consolidated Statement of Cash Flows," "Consolidated Statement of
Shareholders' Equity" and "Notes to Consolidated Financial Statements" in
Praxair's 2000 Annual Report to Shareholders.
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.
7
PART III
Praxair, Inc. and Subsidiaries
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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" and "Section 16(a)
Beneficial Ownership Reporting Compliance" in Praxair's Proxy Statement for the
Annual Meeting of Shareholders to be held on April 24, 2001.
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 24, 2001.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information required by this item is incorporated herein by reference to the
section captioned "Share Ownership" in Praxair's Proxy Statement for the Annual
Meeting of Shareholders to be held April 24, 2001.
Item 13. Certain Relationships and Related Transactions
There have been no transactions or relationships since the beginning of 2000
which are reportable under this item.
8
PART IV
Praxair, Inc. and Subsidiaries
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Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Financial Statements and Schedules
Page No. in
Praxair's 2000
Annual Report (AR)*
Financial Statements
Consolidated Statement of Income for the Years Ended
December 31, 2000, 1999 and 1998 ............................AR-18
Consolidated Balance Sheet at December 31, 2000 and 1999 ......AR-19
Consolidated Statement of Cash Flows for the Years Ended
December 31, 2000, 1999 and 1998 .............................AR-20
Consolidated Statement of Shareholders' Equity for the
Years Ended December 31, 2000, 1999 and 1998 .................AR-21
Notes to Consolidated Financial Statements ....................AR-31
Report of Independent Accountants .............................AR-48
* Incorporated by reference to the indicated pages of the 2000 Annual
Report to Shareholders. With the exception of this information and the
information incorporated in Items 5, 6, 7, 7A, 8 and 9, the 2000 Annual
Report to Shareholders is not to be deemed filed as part of this Annual
Report on Form 10-K.
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 October 19, 2000, Praxair, Inc. filed a Current Report on Form 8-K, Item
9, reporting its approach to the new SEC Fair Disclosure Rules and the
impact on its investor communication program.
(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.
9
SIGNATURES
Praxair, Inc. and Subsidiaries
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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 15, 2001
/s/ George P. Ristevski
------------------------
George P. Ristevski
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 21, 2001.
/s/ James S. Sawyer /s/ Dennis H. Reilley
- ------------------- ---------------------
James S. Sawyer Dennis H. Reilley
Vice President and Chairman, President and Chief
Chief Financial Officer Executive Officer and Director
/s/ Alejandro Achaval /s/ C. Fred Fetterolf /s/ Dale F. Frey
- --------------------- --------------------- ----------------
Alejandro Achaval C. Fred Fetterolf Dale F. Frey
Director Director Director
/s/ Claire W. Gargalli /s/ Ronald L. Kuehn, Jr. /s/ Raymond W. LeBoeuf
- ---------------------- ------------------------- ----------------------
Claire W. Gargalli Ronald L. Kuehn, Jr. Raymond W. LeBoeuf
Director Director Director
/s/ Benjamin F. Payton /s/ G. Jackson Ratcliffe, Jr /s/ H. Mitchell Watson, Jr.
- ---------------------- ----------------------------- ---------------------------
Benjamin F. Payton G. Jackson Ratcliffe, Jr. H. Mitchell Watson, Jr
Director Director Director
10
INDEX TO EXHIBITS
Praxair, Inc. and Subsidiaries
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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 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 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).
11
INDEX TO EXHIBITS (Cont.)
Praxair, Inc. and Subsidiaries
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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 (Filed as Exhibit
10.01d to the Company's 1996 Annual Report on Form 10-K, Filing No.
1-11037, and incorporated herein by reference).
*10.02 Form of Severance Compensation Agreement (Filed as Exhibit 10.02 to the
Company's 1997 Annual Report on Form 10K, 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 Amended and Restated 1995 Stock Option Plan for Non-Employee Directors
(Filed as Exhibit 10.04 to the Company's 1998 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 Restated Praxair, Inc. Directors' Fees Deferral Plan (Filed as Exhibit
10.06 to the Company's 1996 Annual Report on Form 10-K, 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).
10.08 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).
12
INDEX TO EXHIBITS (Cont.)
Praxair, Inc. and Subsidiaries
- --------------------------------------------------------------------------------
Exhibit No. Description
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).
10.9 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).
13
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 The Chase Manhattan Bank (formerly known as
Chemical Bank), as Administrative 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).
10.17a Amendment No. 1 to Credit Agreement, dated as of December 22, 1997
(Filed as Exhibit 10.17a to the Company's 1997 Annual Report on Form
10-K, Filing No. 1-11037, and incorporated herein by reference).
10.17b Credit Agreement(s) dated as of July 12, 2000 among Praxair, Inc., The
Banks Party Thereto, Morgan Guaranty Trust Company of New York, Bank of
America, N. A. and Credit Suisse First Boston as Co-Syndication Agents
and The Chase Manhattan Bank as Administrative Agent.
*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).
12.01 Computation of Ratio of Earnings to Fixed Charges.
13.01 Praxair's 2000 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.