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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, 2002
Commission file number 1-11037
Praxair, Inc.
2002 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 [v] 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 [v]
At January 31, 2003, 162,724,111 shares of common stock of Praxair, Inc. were
outstanding. The aggregate market value of common stock held by non-affiliates
at January 31, 2003 was approximately $8,863 million.
Documents incorporated by reference:
Portions of the 2002 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 February 28, 2003, are incorporated in Part
III of this report.
The Index to Exhibits is located on page 13 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 and
earnings growth, 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 services, the
impact of competitive products and pricing, and the impact of tax and other
legislation and regulation in the jurisdictions in which the company operates as
well as new accounting rules and practices.
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 and Related Stockholder Matters................... 8
Item 13: Certain Relationships and Related Transactions................... 8
Part IV
Item 14: Controls and Procedures.......................................... 9
Item 15: Exhibits, Financial Statement Schedules,
and Reports on Form 8-K. ........................................ 9
Signatures .................................................................10
Certifications .............................................................11
Index to Exhibits...........................................................13
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), process gases (carbon
dioxide, helium, hydrogen, electronic gases, specialty gases, acetylene), and
the Company also designs, engineers and builds equipment that produces
industrial gases (for internal use and external sale). 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. Sales for Praxair were $5,128 million, $5,158
million, and $5,043 million for 2002, 2001 and 2000, respectively, with
industrial gases and related products and services accounted for 92% of sales in
2002, 2001 and 2000, and surface technologies accounts for the balance. Refer to
Note 4 of the section captioned "Notes to Consolidated Financial Statements" in
Praxair's 2002 Annual Report to Shareholders for information related to
Praxair's segment information.
Gases produced by the Company find wide use in the aerospace, chemicals,
electronics, energy, food and beverage, healthcare, manufacturing and metals
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 non-cryogenic 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. Industrial Gases also manufactures precious metal and
ceramic sputtering targets used principally in the production of semiconductors.
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 either steam methane reforming of natural
gas or by purifying by-product sources obtained from the chemical and
petrochemical industries. Most of the helium sold by Praxair is 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 or purchased as a chemical by-product.
Industrial Gases Distribution
There are three basic distribution methods for industrial gases: (i) on-site or
tonnage; (ii) merchant liquid; and (iii) packaged or cylinder gases. These
distribution methods are often integrated, with products from all three supply
modes coming from the same plant. The method of supply is generally determined
by the lowest cost means of meeting the customer's needs, depending upon factors
such as volume requirements, purity, pattern of usage, and the form in which the
product is used (as a gas or as a cryogenic liquid).
On-site. Customers that require the largest volumes of product (typically
oxygen, nitrogen and hydrogen) and that have a relatively constant demand
pattern are supplied by cryogenic and process gas on-site plants. Praxair
constructs plants on or adjacent to these customers' sites and supplies the
product directly to customers. Because these are usually dedicated plants, the
product supply contracts generally are total requirement contracts, 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. Over time,
Praxair has acquired several independent industrial gases and welding products
distributors at various locations in the United States and continues to sell
merchant gases to other independent distributors. Between its own distribution
business, joint ventures and sales to independent distributors, Praxair is
represented in 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, 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 wear resistant coatings.
The coatings extend wear life and are applied at Praxair's facilities using a
variety of thermal spray coatings processes. The coated parts are finished to
the customer's precise specifications before shipment.
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 47% of its 2002 sales
outside of the United States. It conducts industrial gases business through
subsidiary and affiliated companies in Argentina, Australia, Belgium, Bolivia,
Brazil, Canada, Chile, Colombia, Costa Rica, France, Germany, India, Israel,
Italy, Japan, South Korea, Malayasia, Mexico, the Netherlands, the People's
Republic of China, Paraguay, Peru, Poland (sold in 2003), 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 2002 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, New York; Burr Ridge, Illinois; Rio de
Janeiro, Brazil; 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 COSTS
Energy is the single largest cost item in the production and distribution of
industrial gases. Most of Praxair's energy requirements are in the form of
electricity. Other important elements are natural gas, waste hydrogen (for
hydrogen) and diesel fuel (for distribution). A shortage or interruption of
energy, or increase 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 2001 and 2002, there has been unprecedented volatility in
the cost and supply of electricity and natural gas prices in the United States,
particularly California and Washington, and energy supply curtailments in Brazil
(see South America segment discussion). 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, including the use of derivative instruments to reduce risk
associated with purchases of natural gas and electricity (see Notes 1 and 15 to
the consolidated financial statements in the 2002 Annual Report), and is
implementing new customer contract terms and conditions. However, the outcome of
regional energy situations or new energy situations is unpredictable and may
pose unforeseen future risks.
For carbon dioxide, carbon monoxide, helium, hydrogen, specialty gases and
surface technologies, raw materials are largely purchased from outside sources.
Praxair has contracts or commitments for, or readily available sources of, most
of these raw materials; however, their long-term availability and prices are
subject to market conditions.
Competition - Praxair operates within a highly competitive environment. Some of
its competitors are larger in size and capital base than Praxair. Competition is
based on price, product quality, delivery, reliability, technology and service
to customers.
Major competitors in the industrial gases industry both in the United States and
worldwide include Air Products and Chemicals, Inc., Airgas Inc., The BOC Group
p.l.c., L'Air Liquide S.A., 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, 2002, Praxair had 25,010
employees worldwide. Of this number, 10,091 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 2002 Annual Report
to Shareholders.
Website Access to Reports - Praxair's company website is www.praxair.com. The
Company makes its periodic and current reports available, free of charge, on its
website as soon as practicable after such material is electronically filed with,
or furnished to, the Securities and Exchange Commission (SEC). In addition,
investors may also access from this site other investor information such as
press releases, analyst calls, etc.
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 300 cryogenic air separation plants (178 in the United States); 86
by-product carbon dioxide plants (23 in the United States); 361 non-cryogenic
plants, and 40 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 * 12 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 and electronics component of industrial gases business
operates 43 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 20
Commitments and Contingencies" in Praxair's 2002 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 2002.
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 2002 Annual Report to Shareholders.
Praxair's annual dividend on its common stock for 2002 was $0.76 per share. On
January 28, 2003, Praxair's Board of Directors declared a dividend of $0.22 per
share for the first quarter of 2003, or $0.86 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, 2002 is
incorporated herein by reference to the section captioned "Five-Year Financial
Summary" in Praxair's 2002 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 2002Annual
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 2002
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 2002 Annual Report to Shareholders.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
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
sections captioned "The Board of Directors", "Executive Officers" and "Section
16(a) Beneficial Ownership Reporting Compliance" in Praxair's Proxy Statement
for the Annual Meeting of Shareholders to be held on April 22, 2003.
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
April 22, 2003.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
Information required by this item is either incorporated by reference to the
section captioned "Share Ownership" in Praxair's Proxy Statement for the Annual
Meeting of Shareholders to be held April 25, 2003, or is furnished below.
The following table provides information as of December 31, 2002, about Company
Stock that may be issued upon the exercise of options, warrants, and rights
granted to employees or members of Praxair's Board of Directors under existing
equity compensation plans, including plans approved by shareholders and a plan
which has not been approved by shareholders in accordance with applicable New
York Stock Exchange rules. The equity compensation plan not approved by
shareholders was terminated in March 2001 and directors and officers of the
Company were not eligible to participate in that plan. The material features of
this plan, referred to as the "1996 Plan", are disclosed in Note 18 to the
consolidated financial statements.
- ------------------------------- ------------------------------ ------------------------- -----------------------------
(a) (b) (c)
- ------------------------------- ------------------------------ ------------------------- -----------------------------
Plan Category Number of securities to be Weighted-average Number of securities
issued upon exercise of exercise price of remaining available for
outstanding options, outstanding options, future issuance under
warrants and rights warrants and rights equity compensation plans
(excluding securities
reflected in column (a))
- ------------------------------- ------------------------------ ------------------------- -----------------------------
Equity compensation plans 6,489,357 $44.60 6,944,500
approved by security
holders(a)
- ------------------------------- ----------------------------- -------------------------- -----------------------------
Equity compensation plans not 6,405,295 $44.11 0
approved by security holders
- ------------------------------- ----------------------------- -------------------------- -----------------------------
Total 12,894,652 $44.36 6,944,500
- ------------------------------- ----------------------------- -------------------------- ------------------------------
(a) Includes the 1995 Stock Option Plan for Non-Employee Directors pursuant
to which the number of securities available for issuance is fixed at
options on 2,500 shares per year (until termination of the plan on
December 31, 2005) per non-employee director serving on the Board as of
the annual April 1st grant date.
Item 13. Certain Relationships and Related Transactions
There have been no transactions or relationships since the beginning of 2002,
which are reportable under this item.
8
PART IV
Praxair, Inc. and Subsidiaries
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Item 14. Controls and Procedures
(a) Based on an evaluation of the effectiveness of the design and operation of
Praxair's disclosure controls and procedures, which evaluation was made
under the supervision and with the participation of management, including
Praxair's principal executive officer and principal financial officer
within the 90-day period prior to the filing of this Annual Report on Form
10-K, the principal executive officer and principal financial officer have
each concluded that 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 rules and forms.
(b) No significant changes were made to Praxair's internal controls or in other
factors that could significantly affect these controls subsequent to the
date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Financial Statements and Schedules
Page No. in Praxair's 2002
Annual Report (AR)*
Financial Statements
Consolidated Statement of Income for the Years Ended
December 31, 2002, 2001 and 2000 .................................AR-21
Consolidated Balance Sheet at December 31, 2002 and 2001............AR-22
Consolidated Statement of Cash Flows for the Years Ended
December 31, 2002, 2001 and 2000 ................................. AR-23
Consolidated Statement of Shareholders' Equity for the
Years Ended December 31, 2002, 2001 and 2000 ......................AR-24
Notes to Consolidated Financial Statements ........................ AR-39
Report of Independent Accountants ..................................AR-61
* Incorporated by reference to the indicated pages of the 2002 Annual
Report to Shareholders. With the exception of this information and the
information incorporated in Items 5, 6, 7, 7A, and 8, the 2002 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
Dated February 21, 2003: Item 5. Other Events. On this date, Praxair, Inc.
announced that William A. Wise, Chairman and Chief Executive Officer of El
Paso Corporation, has resigned from Praxair's Board of Directors, effective
February 21, 2003 .
(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 13 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 7, 2003
/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 25, 2003.
/s/ James S. Sawyer /s/ Dennis H. Reilley /s/ Alejandro Achaval
- ------------------ -------------------- ---------------------
James S. Sawyer Dennis H. Reilley Alejandro Achaval
Vice President and Chairman, President and Director
Chief Financial Chief Executive Officer
Officer and Director
/s/ Dale F. Frey /s/ Claire W. Gargalli /s/ Ronald L. Kuehn, Jr.
- --------------- ---------------------- ------------------------
Dale F. Frey Claire W. Gargalli Ronald L. Kuehn, Jr.
Director Director Director
__________________ /s/ Benjamin F. Payton /s/ G. Jackson Ratcliffe, Jr
--------------------- ----------------------------
Raymond W. LeBoeuf Benjamin F.Payton G. Jackson Ratcliffe, Jr
Director Director Director
/s/ Wayne T. Smith /s/ H. Mitchell Watson, Jr
- ----------------- ----------------------------
Wayne T. Smith H. Mitchell Watson, Jr
Director Director
10
CERTIFICATIONS
--------------
I, Dennis H. Reilley, certify that:
1. I have reviewed this annual report on Form 10-K of Praxair, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or to omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
(c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing
equivalent function):
(a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: March 7, 2003 By: /s/Dennis H. Reilley
------------------------ ----------------------------
Dennis H. Reilley
Chairman, President and
Chief Executive Officer
(principal executive officer)
11
CERTIFICATIONS - continued
--------------------------
I, James S. Sawyer, certify that:
1. I have reviewed this annual report on Form 10-K of Praxair, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or to omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
(c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing
equivalent function):
(a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: March 7, 2003 By: /s/James S. Sawyer
------------------- -----------------------------
James S. Sawyer
Chief Financial Officer
(principal financial officer)
12
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 Stockholder Protection Rights Agreement, dated as of June 30, 2002,
between the registrant and Registrar and Transfer Company as Rights
Agent. (Filed on June 27, 2002 as Exhibit 99.1 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 2002 Praxair, Inc. Long-Term Incentive Plan(Filed on July 5, 2001 as
Exhibit 4 to the Company's Registration Statement on Form S-8,
Registration No. 333-64608).
13
INDEX TO EXHIBITS (Cont.)
Praxair, Inc. and Subsidiaries
- --------------------------------------------------------------------------------
Exhibit No. Description
*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 2002 Praxair, Inc. Variable Compensation Plan.(Filed as Exhibit
10.03 to the Company's 2001 Annual Report on Firm 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).
*10.07a 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 Firm 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).
14
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).
15
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 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 (Filed
as Exhibit 10.17b to the Company's 2000 Annual Report on Form 10-K,
Filing No. 1-11037, and incorporated herein by reference).
10.18 Amended and Restated Credit Agreement dated as of July 10, 2002
among Praxair, Inc., The Banks Listed Herein, JP Morgan Chase Bank,
Bank of America, N.A., and Credit Suisse First Boston as
Co-Syndication Agents and JP Morgan Chase Bank as Administrative
Agent.
*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).
12.01 Computation of Ratio of Earnings to Fixed Charges.
13.01 Praxair's 2002 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.
16