UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2018



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

PRAXAIR, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)



1-11037		06-1249050
(Commission File Number)		(IRS Employer Identification No.)

10 Riverview Drive, DANBURY, CT		06810-6268
(Address of principal executive offices)		(Zip Code)

(203) 837-2000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

1.50% Euro notes due 2020 New York Stock Exchange

1.20% Euro notes due 2024 New York Stock Exchange

1.625% Euro notes due 2025 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 Securities 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 ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer	ý	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	¨
		Emerging growth company	¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

At ~~March~~June 3130, 2018, 287,~~369~~575,~~483~~784 shares of common stock ($0.01 par value) of the Registrant were outstanding.

Table of Contents

INDEX
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Income - Praxair, Inc. and Subsidiaries Quarters Ended March 31, 2018 and 2017 (Unaudited)	3
	Consolidated Statements of Income - Praxair, Inc. and Subsidiaries Quarters Ended June 30, 2018 and 2017 (Unaudited)	3
	Consolidated Statements of Comprehensive Income - Praxair, Inc. and Subsidiaries Quarters Ended March 31, 2018 and 2017 (Unaudited)	4
	Consolidated Statements of Income - Praxair, Inc. and Subsidiaries Six Months Ended June 30, 2018 and 2017 (Unaudited)	4
	Condensed Consolidated Balance Sheets - Praxair, Inc. and Subsidiaries March 31, 2018 and December 31, 2017 (Unaudited)	5
	Consolidated Statements of Comprehensive Income - Praxair, Inc. and Subsidiaries Quarters Ended June 30, 2018 and 2017 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows - Praxair, Inc. and Subsidiaries Three Months Ended March 31, 2018 and 2017 (Unaudited)	6
	Consolidated Statements of Comprehensive Income - Praxair, Inc. and Subsidiaries Six Months Ended June 30, 2018 and 2017 (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements - Praxair, Inc. and Subsidiaries (Unaudited)	7
	Condensed Consolidated Balance Sheets - Praxair, Inc. and Subsidiaries June 30, 2018 and December 31, 2017 (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
	Condensed Consolidated Statements of Cash Flows - Praxair, Inc. and Subsidiaries Six Months Ended June 30, 2018 and 2017 (Unaudited)	8
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	43
	Notes to Condensed Consolidated Financial Statements - Praxair, Inc. and Subsidiaries (Unaudited)	9
Item 4.	Controls and Procedures	43
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	48
Item 4.	Controls and Procedures	48
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	4449
Item 1A.	Risk Factors	4449
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4449
Item 3.	Defaults Upon Senior Securities	4449
Item 4.	Mine Safety Disclosures	4449
Item 5.	Other Information	4449
Item 6.	Exhibits	4550
Signature		4651

Table of Contents

PRAXAIR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Millions of dollars, except per share data)

(UNAUDITED)

	Quarter Ended March 31,
	Quarter Ended June 30,
	2018			2017
SALES	$	23,~~999~~061		$	2,~~728~~834
Cost of sales, exclusive of depreciation and amortization	1,~~677~~723			1,~~549~~599
Selling, general and administrative	~~310~~307			~~290~~305
Depreciation and amortization	311			~~287~~292
Research and development	24			23
Transaction costs and other charges	1924			615
Other income (expense) - net	(517		)	(6		)
OPERATING PROFIT	~~653~~689			~~567~~606
Interest expense - net	4644			4138
Net pension and OPEB cost (benefit), excluding service cost	2			~~(15~~2		)
INCOME BEFORE INCOME TAXES AND EQUITY INVESTMENTS	~~605~~643			~~541~~566
Income taxes	~~148~~158			~~149~~157
INCOME BEFORE EQUITY INVESTMENTS	~~457~~485			~~392~~409
Income from equity investments	1514			1211
NET INCOME (INCLUDING NONCONTROLLING INTERESTS)	~~472~~499			~~404~~420
Less: noncontrolling interests	(1019		)	(1514		)
NET INCOME - PRAXAIR, INC.	$	~~462~~480		$	~~389~~406
PER SHARE DATA - PRAXAIR, INC. SHAREHOLDERS
Basic earnings per share	$	1.6167		$	1.3642
Diluted earnings per share	$	1.5965		$	1.3541
Cash dividends per share	$	0.825		$	0.7875
WEIGHTED AVERAGE SHARES OUTSTANDING (000’s):
Basic shares outstanding	287,~~504~~803			~~285~~286,~~509~~090
Diluted shares outstanding	290,~~809~~908			~~287~~288,~~384~~535

The accompanying notes are an integral part of these financial statements.

Table of Contents

PRAXAIR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Millions of dollars, except per share data)

(UNAUDITED)



	Six months ended June 30,
	2018			2017
SALES	$	6,060		$	5,562
Cost of sales, exclusive of depreciation and amortization	3,400			3,148
Selling, general and administrative	617			595
Depreciation and amortization	622			579
Research and development	48			46
Transaction costs and other charges	43			21
Other income (expense) - net	12			—
OPERATING PROFIT	1,342			1,173
Interest expense - net	90			79
Net pension and OPEB cost (benefit), excluding service cost	4			(13		)
INCOME BEFORE INCOME TAXES AND EQUITY INVESTMENTS	1,248			1,107
Income taxes	306			306
INCOME BEFORE EQUITY INVESTMENTS	942			801
Income from equity investments	29			23
NET INCOME (INCLUDING NONCONTROLLING INTERESTS)	971			824
Less: noncontrolling interests	(29		)	(29		)
NET INCOME - PRAXAIR, INC.	$	942		$	795
PER SHARE DATA - PRAXAIR, INC. SHAREHOLDERS
Basic earnings per share	$	3.27		$	2.78
Diluted earnings per share	$	3.24		$	2.76
Cash dividends per share	$	1.65		$	1.575
WEIGHTED AVERAGE SHARES OUTSTANDING (000’s):
Basic shares outstanding	287,654			285,799
Diluted shares outstanding	290,926			288,067

The accompanying notes are an integral part of these financial statements.

Table of Contents

PRAXAIR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Millions of dollars)

(UNAUDITED)

	Quarter Ended March 31,
	Quarter Ended June 30,
	2018			2017
NET INCOME (INCLUDING NONCONTROLLING INTERESTS)	$	~~472~~499		$	~~404~~420
OTHER COMPREHENSIVE INCOME (LOSS)
Translation adjustments:
Foreign currency translation adjustments	~~106~~(640		)	~~317~~(1		)
Income taxes	9(3		)	355
Translation adjustments	~~115~~(643		)	~~320~~54
Funded status - retirement obligations (Note 11):
Retirement program remeasurements	1(9		)	(317		)
Reclassifications to net income	17			416
Income taxes	(42		)	(1		)
Funded status - retirement obligations	146			—
Derivative instruments (Note 6):
Current quarter unrealized gain (loss)	—			(1		)
Reclassifications to net income	—			—
Income taxes	—			(1		)
Derivative instruments	—			—
TOTAL OTHER COMPREHENSIVE INCOME (LOSS)	~~129~~(637		)	~~320~~54
COMPREHENSIVE INCOME (LOSS) (INCLUDING NONCONTROLLING INTERESTS)	~~601~~(138		)	~~724~~474
Less: noncontrolling interests	~~(21~~2		)	(2027		)
COMPREHENSIVE INCOME (LOSS) - PRAXAIR, INC.	$	~~580~~(136	)	$	~~704~~447

The accompanying notes are an integral part of these financial statements.

Table of Contents

PRAXAIR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Millions of dollars)

(UNAUDITED)



	Six months ended June 30,
	2018			2017
NET INCOME (INCLUDING NONCONTROLLING INTERESTS)	$	971		$	824

OTHER COMPREHENSIVE INCOME (LOSS)
Translation adjustments:
Foreign currency translation adjustments	(534		)	316
Income taxes	6			58
Translation adjustments	(528		)	374
Funded status - retirement obligations (Note 11):
Retirement program remeasurements	(8		)	(20		)
Reclassifications to net income	34			20
Income taxes	(6		)	—
Funded status - retirement obligations	20			—
Derivative instruments (Note 6):
Current period unrealized gain (loss)	—			—
Reclassifications to net income	—			—
Income taxes	—			—
Derivative instruments	—			—
TOTAL OTHER COMPREHENSIVE INCOME (LOSS)	(508		)	374

COMPREHENSIVE INCOME (INCLUDING NONCONTROLLING INTERESTS)	463			1,198
Less: noncontrolling interests	(19		)	(47		)
COMPREHENSIVE INCOME - PRAXAIR, INC.	$	444		$	1,151

The accompanying notes are an integral part of these financial statements.

Table of Contents

PRAXAIR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Millions of dollars)

(UNAUDITED)

	March 31, 2018			December 31, 2017
	June 30, 2018			December 31, 2017
ASSETS
Cash and cash equivalents	$	~~545~~479		$	617
Accounts receivable - net	1,~~900~~877			1,804
Inventories	~~619~~606			614
Prepaid and other current assets	~~265~~202			250
TOTAL CURRENT ASSETS	3,~~329~~164			3,285
Property, plant and equipment (less accumulated depreciation of $14,103 in 2018 and $13,819 in 2017)	12,113			12,057
Property, plant and equipment (less accumulated depreciation of $13,821 in 2018 and $13,819 in 2017)	11,701			12,057
Goodwill	3,~~274~~200			3,233
Other intangible assets - net	~~547~~525			553
Other long-term assets	1,~~329~~246			1,308
TOTAL ASSETS	$	2019,~~592~~836		$	20,436
LIABILITIES AND EQUITY
Accounts payable	$	~~988~~967		$	972
Short-term debt	~~527~~250			238
Current portion of long-term debt	979			979
Other current liabilities	1,~~040~~083			1,118
TOTAL CURRENT LIABILITIES	3,~~534~~279			3,307
Long-term debt	7,~~336~~229			7,783
Other long-term liabilities	2,~~825~~786			2,824
TOTAL LIABILITIES	13,~~695~~294			13,914
Commitments and contingencies (Note 12)
Redeemable noncontrolling interests (Note 14)	1314			11
Praxair, Inc. Shareholders’ Equity:
Common stock $0.01 par value, authorized - 800,000,000 shares, issued 2018 and 2017 - 383,230,625 shares	4			4
Additional paid-in capital	4,~~049~~066			4,084
Retained earnings	13,~~447~~690			13,224
Accumulated other comprehensive income (loss) (Note 14)	(34,~~980~~596		)	(4,098		)
Less: Treasury stock, at cost (2018 - 95,861,142 shares and 2017 - 96,453,634 shares)	(7,152		)	(7,196		)
Less: Treasury stock, at cost (2018 - 95,654,841 shares and 2017 - 96,453,634 shares)	(7,137		)	(7,196		)
Total Praxair, Inc. Shareholders’ Equity	6,~~368~~027			6,018
Noncontrolling interests	~~516~~501			493
TOTAL EQUITY	6,~~884~~528			6,511
TOTAL LIABILITIES AND EQUITY	$	2019,~~592~~836		$	20,436

The accompanying notes are an integral part of these financial statements.

Table of Contents

PRAXAIR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Millions of dollars)

(UNAUDITED)

	Three months ended March 31,
	Six months ended June 30,
	2018			2017
OPERATIONS
Net income - Praxair, Inc.	$	~~462~~942		$	~~389~~795
Noncontrolling interests	1029			1529
Net income (including noncontrolling interests)	~~472~~971			~~404~~824
Adjustments to reconcile net income to net cash provided by operating activities:
Transaction costs and other charges, net of payments	1415			617
Depreciation and amortization	~~311~~622			~~287~~579
Deferred income taxes	1110			2248
Share-based compensation	421			1228
Working capital:
Accounts receivable	(82147		)	(4995		)
Inventory	(210		)	(25		)
Prepaid and other current assets	~~(19~~25		)	(1340		)
Payables and accruals	(676		)	(4224		)
Pension contributions	(410		)	(36		)
Long-term assets, liabilities and other	50(13		)	8885
Net cash provided by operating activities	~~688~~1,478			~~710~~1,411
INVESTING
Capital expenditures	(~~325~~676		)	(~~327~~652		)
Acquisitions, net of cash acquired	—			(12		)
Divestitures and asset sales	769			417
Net cash used for investing activities	(~~318~~607		)	(~~324~~637		)
FINANCING
Short-term debt borrowings (repayments) - net	~~288~~13			(24157		)
Long-term debt borrowings	—			710
Long-term debt repayments	(~~503~~505		)	(~~156~~158		)
Issuances of common stock	2944			2670
Purchases of common stock	—(1		)	(11		)
Cash dividends - Praxair, Inc. shareholders	(~~237~~474		)	(~~225~~450		)
Noncontrolling interest transactions and other	(622		)	(1384		)
Net cash provided by (used for) financing activities	(~~429~~945		)	(~~396~~780		)
Effect of exchange rate changes on cash and cash equivalents	(1364		)	517
Change in cash and cash equivalents	(72138		)	(511		)
Cash and cash equivalents, beginning-of-period	617			524
Cash and cash equivalents, end-of-period	$	~~545~~479		$	~~519~~535

The accompanying notes are an integral part of these financial statements.

Table of Contents

INDEX TO NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Notes to Condensed Consolidated Financial Statements - Praxair, Inc. and Subsidiaries (Unaudited)

Note 1. Summary of Significant Accounting Policies	810
Note 2. Transaction Costs and Other Charges	911
Note 3. Acquisitions	911
Note 4. Supplemental Information	911
Note 5. Debt	1012
Note 6. Financial Instruments	1113
Note 7. Fair Value Disclosures	1316
Note 8. Earnings Per Share – Praxair, Inc. Shareholders	1416
Note 9. Goodwill and Other Intangible Assets	1517
Note 10. Share-Based Compensation	1619
Note 11. Retirement Programs	1821
Note 12. Commitments and Contingencies	1922
Note 13. Segments	2023
Note 14. Equity and Noncontrolling Interests	2124
Note 15. Revenue Recognition	2226
Note 16. Income Taxes	2528
Note 17. Proposed Business Combination with Linde AG	2529

Table of Contents

PRAXAIR, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Summary of Significant Accounting Policies

Presentation of Condensed Consolidated Financial Statements - In the opinion of Praxair, Inc. (Praxair) management, the accompanying condensed consolidated financial statements include all adjustments necessary for a fair presentation of the results for the interim periods presented and such adjustments are of a normal recurring nature. The accompanying condensed consolidated financial statements should be read in conjunction with the notes to the consolidated financial statements of Praxair, Inc. and subsidiaries in Praxair’s 2017 Annual Report on Form 10-K. There have been no material changes to the company’s significant accounting policies during 2018.

Accounting Standards Implemented in 2018

•

Revenue Recognition – In May 2014, the FASB issued updated guidance on the reporting and disclosure of revenue. Effective January 1, 2018, Praxair has adopted this guidance using the modified retrospective transition method. No material differences in revenue recognition accounting were identified under the new guidance compared with the Company's historic revenue recognition accounting (see Note 15).

•

Classification of Certain Cash Receipts and Cash Payments – In August 2016, the FASB issued updated guidance on the classification of certain cash receipts and cash payments within the statement of cash flows. The update provides accounting guidance for specific cash flow issues with the objective of reducing diversity in practice. The adoption of this guidance did not have a material impact on the financial statements.

•

Intra-Entity Asset Transfers – In October 2016, the FASB issued updated guidance for income tax accounting of intra-entity transfers of assets other than inventory. The update requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory in the period when the transfer occurs. The adoption of this guidance did not have a material impact on the financial statements.

•

Pension Costs - In March 2017, the FASB issued updated guidance on the presentation of net periodic pension cost and net periodic postretirement benefit cost. The new guidance requires the service cost component be reported in the same line item or items as other compensation costs arising from services rendered by employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and not included within operating profit. This guidance was adopted in the first quarter 2018. Accordingly, non-service related components of net periodic pension and postretirement benefit costs were reclassified out of "Operating Profit" to "Net pension and OPEB cost (benefit), excluding service cost" using the practical expedient to use the amounts disclosed in the retirement benefits note for the prior comparative periods as the estimation basis for applying the retrospective presentation requirements (see Note 11).

Accounting Standards to be Implemented

•

Leases – In February 2016, the FASB issued updated guidance on the accounting and financial statement presentation of leases. The new guidance requires lessees to recognize a right-of-use asset and lease liability for all leases, except those that meet certain scope exceptions, and would require expanded quantitative and qualitative disclosures. This guidance will be effective for Praxair beginning in the first quarter 2019 and requires companies to transition using a modified retrospective approach. Praxair is in the process of implementing the new guidance and will provide updates on the expected impact to Praxair in future filings, as appropriate.

•

Credit Losses on Financial Instruments – In June 2016, the FASB issued an update on the measurement of credit losses. The guidance introduces a new accounting model for expected credit losses on financial instruments, including trade receivables, based on estimates of current expected credit losses. This guidance will be effective for Praxair beginning in the first quarter 2020, with early adoption permitted beginning in the first quarter 2019 and requires companies to apply the change in accounting on a prospective basis. We are currently evaluating the impact this update will have on our consolidated financial statements.

•

Simplifying the Test for Goodwill Impairment – In January 2017, the FASB issued updated guidance on the measurement of goodwill. The new guidance eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. The guidance will be effective for Praxair beginning in the first quarter 2020. Praxair does not expect this guidance to have a material impact.

810

Table of Contents

•

Derivatives and Hedging - In August 2017, the FASB issued updated guidance on accounting for hedging activities. The new guidance changes both the designation and measurement for qualifying hedging relationships and the presentation of hedge results. This guidance will be effective for Praxair beginning in the first quarter 2019, with early adoption optional. Praxair is currently evaluating the impact this update will have on our consolidated financial statements.

•

Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income – In February 2018, the FASB issued updated guidance which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. This new guidance will be effective for Praxair beginning in the first quarter 2019 on a retrospective basis, with early adoption optional. Praxair is currently assessing the impact and timing of adoption.

Reclassifications – Certain prior years’ amounts have been reclassified to conform to the current year’s presentation including reclassifications on the consolidated statements of income and segment operating profit relating to the adoption of accounting guidance on the presentation of net periodic pension and postretirement benefit costs.

2. Transaction Costs and Other Charges

On June 1, 2017 Praxair and Linde AG ("Linde") entered into a business combination agreement, pursuant to which they agreed to combine their respective businesses subject to shareholder and regulatory approvals (see Note 17). ~~In the first quarters of 2018 and 2017,~~ Praxair incurred transaction costs and other charges primarily in connection with the intended business combination totaling $1924 million and $43 million for the quarter and six months ended June 30, 2018 ($1821 million and $39 million after-tax and noncontrolling interests, or $0.0607 and $0.13 per diluted share), respectively. Praxair incurred transaction costs which totaled $15 million and $621 million after-tax for the quarter and six months ended June 30, 2017 ($0.0205 and $0.07 per diluted share), respectively.

Classification in the condensed consolidated financial statements

The costs are shown within operating profit in a separate line item on the consolidated statements of income. On the condensed consolidated statement of cash flows, the impact of these costs, net of cash payments, is shown as an adjustment to reconcile net income to net cash provided by operating activities. In Note 13 - Segments, Praxair excluded these costs from its management definition of segment operating profit; a reconciliation of segments operating profit to consolidated operating profit is shown within the segment operating profit table.

3. Acquisitions

Acquisition activity was immaterial infor ~~both~~ the ~~first~~ quarter ofand six month periods ending June 30, 2018 and June 30, 2017.

4. Supplemental Information

Inventories

The following is a summary of Praxair’s consolidated inventories:

(Millions of dollars)	~~March~~June 3130, 2018		December 31, 2017
Inventories
Raw materials and supplies	$	~~223~~222	$	224
Work in process	54		57
Finished goods	~~342~~330		333
Total inventories	$	~~619~~606	$	614

Long-term receivables

Long-term receivables are not material and are largely reserved. Such long-term receivables are included within other long-term assets in the condensed consolidated balance sheets and totaled $4432 million and $54 million at ~~March~~June 3130, 2018 and December 31, 2017, respectively. These amounts are net of reserves of $5446 million and $51 million, respectively. The amounts in both periods relate primarily to government receivables in Brazil and other long-term notes receivable from customers. Collectability is reviewed regularly and uncollectible amounts are written off as appropriate.

911

Table of Contents

in both periods relate primarily to government receivables in Brazil and other long-term notes receivable from customers. Collectability is reviewed regularly and uncollectible amounts are written off as appropriate.

5. Debt

The following is a summary of Praxair’s outstanding debt at ~~March~~June 3130, 2018 and December 31, 2017:

(Millions of dollars)	~~March~~June 3130, 2018			December 31, 2017
SHORT-TERM
Commercial paper and U.S. bank borrowings	$	~~492~~214		$	202
Other bank borrowings (primarily international)	3536			36
Total short-term debt	~~527~~250			238
LONG-TERM (a)
U.S. borrowings (U.S. dollar denominated unless otherwise noted)
1.20% Notes due 2018 (b)	—			498
1.25% Notes due 2018 (c)	474			475
4.50% Notes due 2019	599			599
1.90% Notes due 2019	500			500
1.50% Euro-denominated notes due 2020	737			717
4.50% Notes due 2019	599			599
1.50% Euro-denominated notes due 2020	699			717
2.25% Notes due 2020	299			299
4.05% Notes due 2021	498			498
3.00% Notes due 2021	~~497~~498			497
2.45% Notes due 2022	598			598
2.20% Notes due 2022	498			498
2.70% Notes due 2023	498			498
1.20% Euro-denominated notes due 2024	~~675~~640			658
2.65% Notes due 2025	~~397~~398			397
1.625% Euro-denominated notes due 2025	~~610~~578			594
3.20% Notes due 2026	725			725
3.55% Notes due 2042	662			662
Other	910			12
International bank borrowings	3530			33
Obligations under capital leases	4			4
	8,315			8,762
	8,208			8,762
Less: current portion of long-term debt	(979		)	(979		)
Total long-term debt	7,~~336~~229			7,783
Total debt	$	8,~~842~~458		$	9,000


(a)	Amounts are net of unamortized discounts, premiums and/or debt issuance costs as applicable.


(b)	In March 2018, Praxair repaid $500 million of 1.20% notes that became due.

(c) ~~March~~June 3130, 2018 and December 31, 2017 include a $1 million fair value decrease and a less than $1 million increase, respectively, related to hedge accounting. See Note 6 for additional information.

10In June 2018, the company's $500 million 364-day revolving credit facility with a syndicate of banks expired and was not renewed.

6. Financial Instruments

In its normal operations, Praxair is exposed to market risks relating to fluctuations in interest rates, foreign currency exchange rates, energy costs and to a lesser extent precious metal prices. The objective of financial risk management at Praxair is to minimize the negative impact of such fluctuations on the company’s earnings and cash flows. To manage these risks, among other strategies, Praxair routinely enters into various derivative financial instruments (“derivatives”) including interest-rate swap and treasury rate lock agreements, currency-swap agreements, forward contracts, currency options, and commodity-swap agreements. These instruments are not entered into for trading purposes and Praxair only uses commonly traded and non-leveraged instruments.

There are three types of derivatives that the company enters into: (i) those relating to fair-value exposures, (ii) those relating to cash-flow exposures, and (iii) those relating to foreign currency net investment exposures. Fair-value exposures relate to recognized assets or liabilities, and firm commitments; cash-flow exposures relate to the variability of future cash flows associated with recognized assets or liabilities, or forecasted transactions; and net investment exposures relate to the impact of foreign currency exchange rate changes on the carrying value of net assets denominated in foreign currencies.

When a derivative is executed and hedge accounting is appropriate, it is designated as either a fair-value hedge, cash-flow hedge, or a net investment hedge. Currently, Praxair designates all interest-rate and treasury-rate locks as hedges for accounting purposes; however, currency contracts are generally not designated as hedges for accounting purposes unless they are related to forecasted transactions. Whether designated as hedges for accounting purposes or not, all derivatives are linked to an appropriate underlying exposure. On an ongoing basis, the company assesses the hedge effectiveness of all derivatives designated as hedges for accounting purposes to determine if they continue to be highly effective in offsetting changes in fair values or cash flows of the underlying hedged items. If it is determined that the hedge is not highly effective, then hedge accounting will be discontinued prospectively.

Counterparties to Praxair’s derivatives are major banking institutions with credit ratings of investment grade or better and no collateral is required, and there are no significant risk concentrations. Management believes the risk of incurring losses on derivative contracts related to credit risk is remote and any losses would be immaterial.

The following table is a summary of the notional amount and fair value of derivatives outstanding at ~~March~~June 3130, 2018 and December 31, 2017 for consolidated subsidiaries:

					Fair Value
	Notional Amounts				Assets				Liabilities
(Millions of dollars)	~~March~~June 3130, 2018		December 31, 2017		~~March~~June 3130, 2018		December 31, 2017		~~March~~June 3130, 2018		December 31, 2017
Derivatives Not Designated as Hedging Instruments:
Currency contracts:
Balance sheet items (a)	$	2,~~288~~266	$	2,693	$	126	$	16	$	525	$	16
Derivatives Designated as Hedging Instruments:
Currency contracts:
Balance sheet items (a)	$	—	$	38	$	—	$	—	$	—	$	2
Forecasted purchases (a)	52		4		—		1		—		—
Interest rate contracts:
Interest rate swaps (a)	475		475		—		—		1		—
Total Hedges	$	~~480~~477	$	517	$	—	$	1	$	1	$	2
Total Derivatives	$	2,~~768~~743	$	3,210	$	126	$	17	$	626	$	18


(a)	Assets are recorded in prepaid and other current assets, and liabilities are recorded in other current liabilities.

Currency Contracts

Balance Sheet Items

Foreign currency contracts related to balance sheet items consist of forward contracts entered into to manage the exposure to fluctuations in foreign-currency exchange rates on recorded balance sheet assets and liabilities denominated in currencies other than the functional currency of the related operating unit. Certain forward currency contracts are entered into to protect underlying monetary assets and liabilities denominated in foreign currencies from foreign exchange risk and are not designated

1113

as hedging instruments. The fair value adjustments on these contracts are offset by the fair value adjustments recorded on the underlying monetary assets and liabilities. Praxair also enters into forward currency contracts, which are designated as hedging instruments, to limit the cash flow exposure on certain foreign-currency denominated intercompany loans. The fair value adjustments on these contracts are recorded to AOCI, with the effective portion immediately reclassified to earnings to offset the fair value adjustments on the underlying debt instrument.

Forecasted Purchases

Foreign currency contracts related to forecasted purchases consist of forward contracts entered into to manage the exposure to fluctuations in foreign-currency exchange rates on forecasted purchases of capital-related equipment and services denominated in currencies other than the functional currency of the related operating units. These forward contracts were designated and accounted for as cash flow hedges.

Net Investment Hedge

InAs ~~2014 Praxair designated the €600 million ($737 million as~~ of ~~March~~June 3130, 2018), the ~~1.50%~~Company ~~Euro-denominated~~has ~~notes due 2020 and the~~ €~~500~~1.65 ~~million~~billion ($~~610~~1.92 ~~million~~billion) as of ~~March 31, 2018) 1.625%~~ Euro-denominated notes ~~due 2025~~, ~~as a hedge~~ of ~~the~~which ~~net investment position in its European operations~~€1.57 Inbillion ~~2016 Praxair designated an incremental €550 million~~ ($~~675 million as of March 31, 2018)~~ 1.~~20%~~83 ~~Euro-denominated~~billion) ~~notes~~is due 2024 as an additional hedge of the net investment position in its European operations. On December 22, 2017, the U.S. government enacted the Tax Cuts and Jobs Act. In response to the decrease in the tax rate from 35% to 21%, as of March 31, 2018 the Company has de-designated ~~€130~~ ~~million of its Euro-denominated notes, which were previously designated~~ as a hedge of the net investment position in its European operations. These Euro-denominated debt instruments reduce the company's exposure to changes in the currency exchange rate on investments in foreign subsidiaries with Euro functional currencies. Since hedge inception, exchange rate movements have reduced long-term debt by $51148 million (long-term debt ~~increased~~decreased by $4651 million during the first ~~quarter~~six months of 2018), with the offsetting gain shown within the cumulative translation component of AOCI in the condensed consolidated balance sheets and the consolidated statements of comprehensive income.

Interest Rate Contracts

Outstanding Interest Rate Swaps

At ~~March~~June 3130, 2018, Praxair had one outstanding interest rate swap agreement with a $475 million notional amount related to the $475 million 1.25% notes that mature in 2018. The interest rate swap effectively converts fixed-rate interest to variable-rate interest and is designated as a fair value hedge. Fair value adjustments are recognized in earnings along with an equally offsetting charge / benefit to earnings for the changes in the fair value of the underlying debt instrument. At ~~March~~June 3130, 2018, $1 million was recognized as a decrease in the fair value of these notes (increase in the fair value of less than $1 million at December 31, 2017).

Terminated Treasury Rate Locks

The following table summarizes the unrecognized gains (losses) related to terminated treasury rate lock contracts:

	YearTerminated	OriginalGain /(Loss)			Unrecognized Gain / (Loss) (a)
(Millions of dollars)					~~March~~June 3130, 2018			December 31, 2017
Treasury Rate Locks
Underlying debt instrument:
$500 million 2.20% fixed-rate notes that mature in 2022 (b)	2012	$	(2	)	$	(1	)	$	(1	)
$500 million 3.00% fixed-rate notes that mature in 2021 (b)	2011	(11		)	(43		)	(4		)
$600 million 4.50% fixed-rate notes that mature in 2019 (b)	2009	16			32			3
Total - pre-tax					$	(2	)	$	(2	)
Less: income taxes					1			1
After- tax amounts					$	(1	)	$	(1	)

(a)

The unrecognized gains / (losses) for the treasury rate locks are shown in accumulated other comprehensive income (“AOCI”) and are being recognized on a straight line basis to interest expense – net over the term of the underlying debt agreements. Refer to the table below summarizing the impact on the company’s consolidated statements of income and AOCI for current period gain (loss) recognition.


(b)	The notional amount of the treasury rate lock contracts are equal to the underlying debt instrument with the exception of the treasury rate lock contract entered into to hedge the $600 million 4.50% fixed-rate notes that mature in 2019. The notional amount of this contract was $500 million.

1214

The following table summarizes the impact of the company’s derivatives on the consolidated statements of income:

	Amount of Pre-Tax Gain (Loss)Recognized in Earnings *
	Quarter Ended March 31,
	Quarter Ended June 30,					Six Months Ended June 30,
(Millions of dollars)	2018			2017		2018			2017
Derivatives Not Designated as Hedging Instruments
Currency contracts:
Balance sheet items
Debt-related	$	36(68	)	$	7930	$	(32	)	$	109
Other balance sheet items	2(1		)	1		1			2
Total	$	38(69	)	$	8031	$	(31	)	$	111

* The gains (losses) on balance sheet items are offset by gains (losses) recorded on the underlying hedged assets and liabilities. Accordingly, the gains (losses) for the derivatives and the underlying hedged assets and liabilities related to debt items are recorded in the consolidated statements of income as interest expense-net. Other balance sheet items and anticipated net income gains (losses) are recorded in the consolidated statements of income as other income (expenses)-net.

The following table summarizes the impacts of the company's derivatives designated as hedging instruments that impact AOCI:

Derivatives Designated as Hedging Instruments **

	Quarter Ended
	Amount of Gain (Loss)Recognized in AOCI					Amount of Gain (Loss)Reclassified from AOCI to the Consolidated Statement ofIncome
(Millions of dollars)	~~March~~June 3130, 2018		~~March~~June 3130, 2017			~~March~~June 3130, 2018		~~March~~June 3130, 2017
Currency contracts:
Balance sheet items	$	—	$	(1—	)	$	—	$	—
Net investment hedge	—		—			—		—
Forecasted purchases	—		1			—		—
Forecasted purchases	—		—			—		—
Interest rate contracts:
Treasury rate lock contracts	—		—			—		—
Total - pre tax	$	—	$	(1	)	$	—	$	—
Less: income taxes	—		(1		)	—		—
Total - Net of Taxes	$	—	$	—		$	—	$	—

**The gains (losses) on net investment hedges are recorded as a component of AOCI within foreign currency translation adjustments in the condensed consolidated balance sheets and the condensed consolidated statements of comprehensive income. The gains (losses) on treasury rate locks are recorded as a component of AOCI within derivative instruments in the condensed consolidated balance sheets and the condensed consolidated statements of comprehensive income. There was no ineffectiveness for these instruments during 2018 or 2017. The gains (losses) on net investment hedges are reclassified to earnings only when the related currency translation adjustments are required to be reclassified, usually upon sale or liquidation of the investment. The gains (losses) for interest rate contracts are reclassified to earnings as interest expense –net on a straight-line basis over the remaining maturity of the underlying debt. Net losses of less than $1 million are expected to be reclassified to earnings during the next twelve months.



	Six Months Ended
	Amount of Gain (Loss) Recognized in AOCI					Amount of Gain (Loss) Reclassified from AOCI to the Consolidated Statement of Income
(Millions of dollars)	June 30, 2018		June 30, 2017			June 30, 2018		June 30, 2017
Currency contracts:
Balance sheet items	$	—	$	(1	)	$	—	$	—
Forecasted purchases	—		1			—		—
Interest rate contracts:
Treasury rate lock contracts	—		—			—		—
Total - pre tax	$	—	$	—		$	—	$	—
Less: income taxes	—		—			—		—
Total - Net of Taxes	$	—	$	—		$	—	$	—

component of AOCI within derivative instruments in the condensed consolidated balance sheets and the condensed consolidated statements of comprehensive income. There was no ineffectiveness for these instruments during 2018 or 2017. The gains (losses) on net investment hedges are reclassified to earnings only when the related currency translation adjustments are required to be reclassified, usually upon sale or liquidation of the investment. The gains (losses) for interest rate contracts are reclassified to earnings as interest expense –net on a straight-line basis over the remaining maturity of the underlying debt. Net losses of less than $1 million are expected to be reclassified to earnings during the next twelve months.

7. Fair Value Disclosures

The fair value hierarchy prioritizes the input to valuation techniques used to measure fair value into three broad levels as follows:

Level 1 – quoted prices in active markets for identical assets or liabilities

Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table summarizes assets and liabilities measured at fair value on a recurring basis:



	Fair Value Measurements Using
	Level 1		Level 2				Level 3
(Millions of dollars)	June 30, 2018	December 31, 2017	June 30, 2018		December 31, 2017		June 30, 2018	December 31, 2017
Assets
Derivatives	—	—	$	6	$	17	—	—
Liabilities
Derivatives	—	—	$	26	$	18	—	—

Table of Contents

	Fair Value Measurements Using
	Level 1		Level 2				Level 3
(Millions of dollars)	March 31, 2018	December 31, 2017	March 31, 2018		December 31, 2017		March 31, 2018	December 31, 2017
Assets
Derivatives	—	—	$	12	$	17	—	—
Liabilities
Derivatives	—	—	$	6	$	18	—	—

The fair values of the derivative assets and liabilities are based on market prices obtained from independent brokers or determined using quantitative models that use as their basis readily observable market parameters that are actively quoted and can be validated through external sources, including third-party pricing services, brokers and market transactions. Investments are marketable securities traded on an exchange.

The fair values of cash and cash equivalents, short-term debt, accounts receivable-net, and accounts payable approximate carrying amounts because of the short maturities of these instruments. The fair value of long-term debt is estimated based on the quoted market prices for similar issues, which is deemed a level 2 measurement. At ~~March~~June 3130, 2018, the estimated fair value of Praxair’s long-term debt portfolio was $8,~~380~~216 million versus a carrying value of $8,~~315~~208 million. At December 31, 2017, the estimated fair value of Praxair’s long-term debt portfolio was $8,969 million versus a carrying value of $8,762 million. Differences from carrying amounts are attributable to interest-rate changes subsequent to when the debt was issued.

8. Earnings Per Share – Praxair, Inc. Shareholders

Basic earnings per share is computed by dividing Net income – Praxair, Inc. for the period by the weighted average number of Praxair common shares outstanding. Diluted earnings per share is computed by dividing Net income – Praxair, Inc. for the period by the weighted average number of Praxair common shares outstanding and dilutive common stock equivalents, as follows:

	Quarter Ended March 31,
	2018		2017
Numerator (Millions of dollars)
Net income - Praxair, Inc.	$	462	$	389
Denominator (Thousands of shares)
Weighted average shares outstanding	287,175		285,140
Shares earned and issuable under compensation plans	329		369
Weighted average shares used in basic earnings per share	287,504		285,509
Effect of dilutive securities
Stock options and awards	3,305		1,875
Weighted average shares used in diluted earnings per share	290,809		287,384
Basic Earnings Per Share	$	1.61	$	1.36
Diluted Earnings Per Share	$	1.59	$	1.35

There were no antidilutive shares for the quarter ended March 31, 2018. Stock options of 4,673,805 were antidilutive and therefore excluded in the computation of diluted earnings per share for the quarter ended March 31, 2017.

Table of Contents



	Quarter Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017
Numerator (Millions of dollars)
Net income - Praxair, Inc.	$	480	$	406	$	942	$	795
Denominator (Thousands of shares)
Weighted average shares outstanding	287,467		285,719		287,321		285,429
Shares earned and issuable under compensation plans	336		371		333		370
Weighted average shares used in basic earnings per share	287,803		286,090		287,654		285,799
Effect of dilutive securities
Stock options and awards	3,105		2,445		3,272		2,268
Weighted average shares used in diluted earnings per share	290,908		288,535		290,926		288,067
Basic Earnings Per Share	$	1.67	$	1.42	$	3.27	$	2.78
Diluted Earnings Per Share	$	1.65	$	1.41	$	3.24	$	2.76

There were no antidilutive shares for the quarter and six months ended June 30, 2018. Stock options of 2,508,472 and 2,509,162 for the quarter and six months ended June 30, 2017 were antidilutive and therefore excluded in the computation of diluted earnings per share.

9. Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill for the ~~three~~six months ended ~~March~~June 3130, 2018 were as follows:

(Millions of dollars)	NorthAmerica			SouthAmerica			Europe			Asia			SurfaceTechnologies			Total
Balance, December 31, 2017	$	2,202		$	129		$	698		$	61		$	143		$	3,233
Acquisitions	—			—			—			—			—			—
Purchase adjustments & other	12			—			—			—			—			12
Foreign currency translation	3(7		)	(122		)	23(12		)	2(1		)	2(3		)	29(45		)
Balance, March 31, 2018	$	2,217		$	128		$	721		$	63		$	145		$	3,274
Balance, June 30, 2018	$	2,207		$	107		$	686		$	60		$	140		$	3,200

Praxair has performed its goodwill impairment tests annually during the second quarter of each year, and historically has determined that the fair value of each of its reporting units was substantially in excess of its carrying value. For the 2018 test completed this quarter, Praxair applied the FASB's accounting guidance which allows the Company to first assess qualitative factors to determine the extent of additional quantitative analysis, if any, that may be required to test goodwill for impairment (refer to Note 1 to the consolidated financial statements of Praxair's 2017 Annual Report on Form 10-K). Based on the qualitative assessments performed in the second quarter of 2018, Praxair concluded that it was more likely than not that the fair value of each reporting unit substantially exceeded its carrying value and therefore, further quantitative analysis was not required. As a result, no impairment was recorded. There were no indicators of impairment through ~~March~~June 3130, 2018.

Changes in the carrying amounts of other intangibles for the ~~three~~six months ended ~~March~~June 3130, 2018 were as follows:

(Millions of dollars)	Customer &License/UseAgreements			Non-competeAgreements			Patents &Other			Total
Cost:
Balance, December 31, 2017	$	772		$	28		$	52		$	852
Additions	—			—			—			—
Foreign currency translation	8			—			—			8
Other*	(19		)	(5		)	—			(24		)
Balance, March 31, 2018	$	761		$	23		$	52		$	836
Less: Accumulated amortization
Balance, December 31, 2017	$	(260	)	$	(18	)	$	(21	)	$	(299	)
Amortization expense	(9		)	(1		)	(1		)	(11		)
Foreign currency translation	(3		)	—			—			(3		)
Other*	19			5			—			24
Balance, March 31, 2018	$	(253	)	$	(14	)	$	(22	)	$	(289	)
Net balance at March 31, 2018	$	508		$	9		$	30		$	547

Table of Contents



(Millions of dollars)	Customer & License/Use Agreements			Non-compete Agreements			Patents & Other			Total
Cost:
Balance, December 31, 2017	$	772		$	28		$	52		$	852
Additions	—			—			—			—
Foreign currency translation	(6		)	—			—			(6		)
Other*	(20		)	(5		)	—			(25		)
Balance, June 30, 2018	$	746		$	23		$	52		$	821
Less: Accumulated amortization
Balance, December 31, 2017	$	(260	)	$	(18	)	$	(21	)	$	(299	)
Amortization expense	(19		)	(2		)	(2		)	(23		)
Foreign currency translation	2			—			—			2
Other*	19			5			—			24
Balance, June 30, 2018	$	(258	)	$	(15	)	$	(23	)	$	(296	)
Net balance at June 30, 2018	$	488		$	8		$	29		$	525

* Other primarily relates to the write-off of fully amortized assets.

There are no expected residual values related to these intangible assets. The remaining weighted-average amortization period for intangible assets is approximately 16 years.

Total estimated annual amortization expense is as follows:

(Millions of dollars)
Remaining 2018	$	3322
2019	4443
2020	4241
2021	4039
2022	3938
Thereafter	~~349~~342
	$	~~547~~525

1518

Table of Contents

10. Share-Based Compensation

Share-based compensation expense of $417 million (~~benefit of~~ $1012 million after-tax) and $1216 million ($41 million after-tax) was recognized during the quarters ended ~~March~~June 3130, 2018 and 2017, respectively. The 2018 and 2017 quarters include $132 million and $410 million of excess tax benefits, respectively. Share-based compensation of $21 million ($2 million after-tax) and $28 million ($5 million after-tax) was recognized during the six months ended June 30, 2018 and 2017, respectively. The 2018 and 2017 six-month periods include $15 million and $14 million, respectively, of excess tax benefits. The expense was recorded primarily in selling, general and administrative expenses. There was no share-based compensation cost that was capitalized. For further details regarding Praxair’s share-based compensation arrangements and prior-year grants, refer to Note 15 to the consolidated financial statements of Praxair’s 2017 Annual Report on Form 10-K.

Stock Options

The weighted-average fair value of options granted during the ~~three~~six months ended ~~March~~June 3130, 2018 was $19.29 ($12.40 in 2017) based on the Black-Scholes Options-Pricing model. The increase in grant date fair value year-over-year was primarily attributable to an increase in the company's stock price.

The following weighted-average assumptions were used to value the grants in 2018 and 2017:

	Three months ended March 31,
	Six months ended June 30,
	2018		2017
Dividend yield	2.1	%	2.7	%
Volatility	14.4	%	14.0	%
Risk-free interest rate	2.67	%	2.13	%
Expected term years	5		6

The following table summarizes option activity under the plans as of ~~March~~June 3130, 2018 and changes during the ~~three~~six-month period then ended (averages are calculated on a weighted basis; life in years; intrinsic value expressed in millions):

	Number ofOptions (000’s)		AverageExercise Price		AverageRemainingLife	AggregateIntrinsicValue
Outstanding at January 1, 2018	10,787		$	108.70
Granted	1,625		154.00
Exercised	(~~901~~1,136	)	9092.7029
Cancelled or Expired	(1635	)	~~115~~126.0927
Outstanding at March 31, 2018	11,495		116.50		6.7	$	335
Outstanding at June 30, 2018	11,241		116.86		6.3	$	464
Exercisable at March 31, 2018	7,755		$	109.67	5.5	$	269
Exercisable at June 30, 2018	7,521		$	110.02	5.2	$	362

The aggregate intrinsic value represents the difference between the company’s closing stock price of $~~144~~158.3015 as of ~~March~~June 3130, 2018 and the exercise price multiplied by the number of in the money options outstanding as of that date. The total intrinsic value of stock options exercised during the quarter and six months ended ~~March~~June 3130, 2018 was $6314 million and $77 million, respectively ($1845 million and $63 million during the same ~~period~~periods in 2017, respectively).

Cash received from option exercises under all share-based payment arrangements for the quarter and six months ended ~~March~~June 3130, 2018 was $7812 million and $38 million, respectively ($1944 million and $63 million for the same ~~period~~periods in 2017). The cash tax benefit realized from share-based compensation totaled $145 million and $19 million for the quarter and six months ended ~~March~~June 3130, 2018, respectively ($818 million and $26 million for the same ~~period~~periods in 2017, respectively).

As of ~~March~~June 3130, 2018, $4033 million of unrecognized compensation cost related to non-vested stock options is expected to be recognized over a weighted-average period of approximately 1 year.

Performance-Based and Restricted Stock Awards

During the ~~three~~six months ended ~~March~~June 3130, 2018, the company granted restricted stock units to employees of 269,433 shares. There were no performance-based stock awards granted to employees during the ~~three~~six months ended ~~March~~June 3130, 2018 as restricted stock units were granted in place of performance-based stock awards. Compensation expense related to the restricted stock units is recognized over the vesting period, which is up to three years, based on the grant date fair value.

As of ~~March~~June 3130, 2018 the company had performance-based stock awards outstanding, tied to either return on capital ("ROC") performance or relative total shareholder return ("TSR") performance versus that of the S&P 500. The actual number of shares issued in settlement of a vested award can range from zero to 200 percent of the target number of shares granted based upon the company’s attainment of specified performance targets at the end of a three-year period. Compensation expense related to these awards is recognized over the three-year performance period based on the fair value of the closing market price of the

1619

Table of Contents

issued in settlement of a vested award can range from zero to 200 percent of the target number of shares granted based upon the company’s attainment of specified performance targets at the end of a three-year period. Compensation expense related to these awards is recognized over the three-year performance period based on the fair value of the closing market price of the company’s common stock on the date of the grant and the estimated performance that will be achieved. Compensation expense for ROC awards will be adjusted during the three-year performance period based upon the estimated performance levels that will be achieved. TSR awards are measured at their grant date fair value and not subsequently re-measured.

The weighted-average fair value of restricted stock units granted during the ~~three~~six months ended ~~March~~June 3130, 2018 was $144.79 ($~~109~~111.6469 for the same period in 2017). These fair values are based on the closing market price of Praxair’s common stock on the grant date adjusted for dividends that will not be paid during the vesting period. The weighted-average fair value of ROC performance-based stock awards granted during the ~~three~~six months ended ~~March 31~~June 30, 2017 was $109.68.

The weighted-average fair value of performance-based stock tied to relative TSR performance granted during ~~three~~six months ended ~~March~~June 3130, 2017 was $124.12 and was estimated using a Monte Carlo simulation performed as of the grant date.

The following table summarizes non-vested performance-based and restricted stock award activity as of ~~March~~June 3130, 2018 and changes during the ~~three~~six months then ended (shares based on target amounts, averages are calculated on a weighted basis):

	Performance-Based				Restricted Stock
	Number ofShares(000’s)		AverageGrant DateFair Value		Number ofShares(000’s)		AverageGrant DateFair Value
Non-vested at January 1, 2018	665		$	113.40	264		$	107.56
Granted	—		—		269		144.79
Vested	(78	)	~~120~~119.0498		(6589	)	~~119~~116.8729
Cancelled and Forfeited	(~~147~~150	)	~~111~~110.6312		(114	)	~~116~~92.1993
Non-vested at March 31, 2018	440		$	110.02	467		$	127.32
Non-vested at June 30, 2018	437		$	110.02	430		$	129.49

There are approximately 6 thousand performance-based shares and 3 thousand restricted stock shares that are non-vested at ~~March~~June 3130, 2018 which will be settled in cash due to foreign regulatory limitations. The liability related to these grants reflects the current estimate of performance that will be achieved and the current common stock price.

As of ~~March~~June 3130, 2018, based on current estimates of future performance, $1311 million of unrecognized compensation cost related to performance-based awards is expected to be recognized through the first quarter of 2020 and $4336 million of unrecognized compensation cost related to the restricted stock awards is expected to be recognized primarily through the first quarter of 2021.

1720

Table of Contents

11. Retirement Programs

The components of net pension and postretirement benefits other than pensions (“OPEB”) costs for the ~~quarters~~quarter and six months ended ~~March~~June 3130, 2018 and 2017 are shown below:

	Quarter Ended March 31,
	Quarter Ended June 30,												Six Months Ended June 30,
	Pensions						OPEB						Pensions						OPEB
(Millions of dollars)	2018			2017			2018			2017			2018			2017			2018			2017
Amount recognized in Operating Profit
Service cost	$	12		$	1112		$	—1		$	1		$	24		$	23		$	1		$	2
Amount recognized in Net pension and OPEB cost (benefit), excluding service cost
Interest cost	2625			2625			1			1			51			51			2			2
Expected return on plan assets	(4241		)	(40		)	—			—			(83		)	(80		)	—			—
Net amortization and deferral	18			17			(1		)	(1		)	36			34			(2		)	(2		)
Curtailment gain (a)	—			—			—			~~(18~~—		)	—			—			—			(18		)
	$	2		$	32		$	—		$	~~(18~~—	)	$	4		$	5		$	—		$	(18	)
Net periodic benefit cost (benefit)	$	14		$	14		$	—1		$	~~(17~~1	)	$	28		$	28		$	1		$	(16	)

(a) The curtailment gain recorded in the first quarter of 2017 resulted from the termination of an OPEB plan in South America.

Praxair estimates that 2018 required contributions to its pension plans will be in the range of $15 million to $20 million, of which $410 million have been made through ~~March~~June 3130, 2018.

1821

Table of Contents

12. Commitments and Contingencies

Contingent Liabilities

Praxair is subject to various lawsuits and government investigations that arise from time to time in the ordinary course of business. These actions are based upon alleged environmental, tax, antitrust and personal injury claims, among others. Praxair has strong defenses in these cases and intends to defend itself vigorously. It is possible that the company may incur losses in connection with some of these actions in excess of accrued liabilities. Management does not anticipate that in the aggregate such losses would have a material adverse effect on the company’s consolidated financial position or liquidity; however, it is possible that the final outcomes could have a significant impact on the company’s reported results of operations in any given period (see Note 17 to the consolidated financial statements of Praxair’s 2017 Annual Report on Form 10-K).

Significant matters are:

•

During May 2009, the Brazilian government published Law 11941/2009 instituting a new voluntary amnesty program (“Refis Program”) which allowed Brazilian companies to settle certain federal tax disputes at reduced amounts. During the 2009 third quarter, Praxair decided that it was economically beneficial to settle many of its outstanding federal tax disputes and such disputes were enrolled in the Refis Program, subject to final calculation and review by the Brazilian federal government. The Company recorded estimated liabilities based on the terms of the Refis Program. Since 2009, Praxair has been unable to reach final agreement on the calculations and initiated litigation against the government in an attempt to resolve certain items. Open issues relate to the following matters: (i) application of cash deposits and net operating loss carryforwards to satisfy obligations, and (ii) the amount of tax reductions available under the Refis Program. It is difficult to estimate the timing of resolution of legal matters in Brazil.

• At ~~March~~June 3130, 2018 the most significant non-income and income tax claims in Brazil, after enrollment in the Refis Program, relate to state VAT tax matters and a federal income tax matter where the taxing authorities are challenging the tax rate that should be applied to income generated by a subsidiary company. The total estimated exposure relating to such claims, including interest and penalties, as appropriate, is approximately $~~240~~210 million. Praxair has not recorded any liabilities related to such claims based on management judgments, after considering judgments and opinions of outside counsel. Because litigation in Brazil historically takes many years to resolve, it is very difficult to estimate the timing of resolution of these matters; however, it is possible that certain of these matters may be resolved within the near term. The company is vigorously defending against the proceedings.

• On September 1, 2010, CADE (Brazilian Administrative Council for Economic Defense) announced alleged anticompetitive activity on the part of five industrial gas companies in Brazil and imposed fines on all five companies. Originally, CADE imposed a civil fine of R$2.2 billion Brazilian reais (US$~~662~~570 million) against White Martins, the Brazil-based subsidiary of Praxair, Inc. In response to a motion for clarification, the fine was reduced to R$1.7 billion Brazilian reais (US$~~511~~440 million) due to a calculation error made by CADE. The amount of the fine is subject to indexation using SELIC. On September 2, 2010, Praxair issued a press release and filed a report on Form 8-K rejecting all claims and stating that the fine represents a gross and arbitrary disregard of Brazilian law.

On October 19, 2010, White Martins filed an annulment petition (“appeal”) with the Federal Court in Brasilia seeking to have the fine against White Martins entirely overturned. In order to suspend payment of the fine pending the completion of the appeal process, Brazilian law required that the company tender a form of guarantee in the amount of the fine as security. Initially, 50% of the guarantee was satisfied by letters of credit with a financial institution and 50% by equity of a Brazilian subsidiary. On April 15, 2016, the Ninth Federal Court in Brasilia allowed White Martins to withdraw and cancel the letters of credit. Accordingly, the guarantee is currently satisfied solely by equity of a Brazilian subsidiary.

On September 14, 2015, the Ninth Federal Court of Brasilia overturned the fine against White Martins and declared the original CADE administrative proceeding to be null and void. On June 30, 2016, CADE filed an appeal against this decision with the Federal Circuit Court in Brasilia.

Praxair strongly believes that the allegations are without merit and that the fine will be entirely overturned during the appeal process. The company further believes that it has strong defenses and will vigorously defend against the allegations and related fine up to such levels of the Federal Courts in Brazil as may be necessary. Because appeals in Brazil historically take many years to resolve, it is very difficult to estimate when the appeal will be finally decided. Based on management judgments, after considering judgments and opinions of outside counsel, no reserve has been recorded for this proceeding as management does not believe that a loss is probable.

1922

Table of Contents

13. Segments

For a description of Praxair’s operating segments, refer to Note 18 to the consolidated financial statements of Praxair’s 2017 Annual Report on Form 10-K.

Sales and operating profit by segment for the quarters and six months ended ~~March~~June 3130, 2018 and 2017 are shown below. 2017 segment operating profit has been reclassified to conform with current year presentation as a result of the adoption of new accounting guidance on the presentation of net periodic pension and postretirement benefit costs (see Note 1).

	Quarter Ended March 31,
	Quarter Ended June 30,				Six Months Ended June 30,
(Millions of dollars)	2018		2017		2018		2017
SALES(a)
North America	$	1,~~563~~594	$	1,~~458~~505	$	3,157	$	2,963
Europe	~~428~~444		~~356~~383		872		739
South America	~~365~~349		~~369~~373		714		742
Asia	~~476~~502		~~395~~422		978		817
Surface Technologies	~~167~~172		~~150~~151		339		301
Total sales	$	23,~~999~~061	$	2,~~728~~834	$	6,060	$	5,562

	Quarter Ended March 31,
	Quarter Ended June 30,						Six Months Ended June 30,
(Millions of dollars)	2018			2017			2018			2017
OPERATING PROFIT
North America	$	~~406~~432		$	~~357~~378		$	838		$	735
Europe	8087			6774			167			141
South America	5456			4864			110			112
Asia	~~104~~107			7580			211			155
Surface Technologies	2831			2625			59			51
Segment operating profit	~~672~~713			~~573~~621			1,385			1,194
Transaction costs and other charges (Note 2)	(1924		)	(615		)	(43		)	(21		)
Total operating profit	$	~~653~~689		$	~~567~~606		$	1,342		$	1,173


(a)	Sales reflect external sales only. Intersegment sales, primarily from North America to other segments, were not material.

2023

Table of Contents

14. Equity and Redeemable Noncontrolling Interests

Equity

A summary of the changes in total equity for the quarters and six months ended June 30, 2018 and 2017 is provided below:

	Quarter Ended March 31,
	Quarter Ended June 30,
(Millions of dollars)	2018									2017
Activity	Praxair, Inc.Shareholders’Equity			NoncontrollingInterests			TotalEquity			Praxair, Inc.Shareholders’Equity			NoncontrollingInterests			TotalEquity
Balance, beginning of period	$	6,~~018~~368		$	~~493~~516		$	6,~~511~~884		$	5,~~021~~529		$	~~420~~436		$	5,~~441~~965
Net income (a)	~~462~~480			918			~~471~~498			~~389~~406			1513			~~404~~419
Other comprehensive income (loss)	~~118~~(616		)	11(21		)	~~129~~(637		)	~~315~~41			513			~~320~~54
Noncontrolling interests:
Additions (reductions)	—			61			61			—			—7			—7
Dividends and other capital changes	—			(313		)	(313		)	—			(416		)	(416		)
Redemption value adjustments	(2—		)	—			(2—		)	—			—			—
Dividends to Praxair, Inc. common stock holders ($0.825 per share in 2018 and $0.7875 per share in 2017)	(237		)	—			(237		)	(225		)	—			(225		)
Issuances of common stock:
For the dividend reinvestment and stock purchase plan	21			—			21			21			—			21
For employee savings and incentive plans	315			—			315			1539			—			1539
Purchases of common stock	—(1		)	—			—(1		)	—			—			—
Share-based compensation	417			—			417			1216			—			1216
Balance, end of period	$	6,~~368~~027		$	~~516~~501		$	6,~~884~~528		$	5,~~529~~807		$	~~436~~453		$	56,~~965~~260

(a) Net income for noncontrolling interests excludes Net income related to redeemable noncontrolling interests of $1 million for three months ended March 31,2018 (net income was insignificant for the same time period in 2017) which is not part of total equity (see redeemable noncontrolling interests section below).24

The components of AOCI are as follows:

	March 31,			December 31,
(Millions of dollars)	2018			2017
Cumulative translation adjustment - net of taxes:
North America	$	(853	)	$	(885	)
South America	(2,011		)	(2,004		)
Europe	(384		)	(398		)
Asia	(95		)	(151		)
Surface Technologies	(8		)	(17		)
	(3,351		)	(3,455		)
Derivatives - net of taxes	(1		)	(1		)
Pension / OPEB funded status obligation (net of $343 million and $347 million tax benefit in March 31, 2018 and December 31, 2017, respectively)	(628		)	(642		)
	$	(3,980	)	$	(4,098	)

Table of Contents



	Six Months Ended June 30,
(Millions of dollars)	2018									2017
Activity	Praxair, Inc. Shareholders’ Equity			Noncontrolling Interests			Total Equity			Praxair, Inc. Shareholders’ Equity			Noncontrolling Interests			Total Equity
Balance, beginning of period	$	6,018		$	493		$	6,511		$	5,021		$	420		$	5,441
Net income (a)	942			27			969			795			28			823
Other comprehensive income (loss)	(498		)	(10		)	(508		)	356			18			374
Noncontrolling interests:
Additions (reductions)	—			7			7			—			7			7
Dividends and other capital changes	—			(16		)	(16		)	—			(20		)	(20		)
Redemption value adjustments	(2		)	—			(2		)	—			—			—
Dividends to Praxair, Inc. common stock holders ($1.65 per share in 2018 and $1.575 per share in 2017)	(474		)	—			(474		)	(450		)	—			(450		)
Issuances of common stock:
For the dividend reinvestment and stock purchase plan	3			—			3			3			—			3
For employee savings and incentive plans	18			—			18			54			—			54
Other	—			—			—			—			—			—
Purchases of common stock	(1		)	—			(1		)	—			—			—
Share-based compensation	21			—			21			28			—			28
Balance, end of period	$	6,027		$	501		$	6,528		$	5,807		$	453		$	6,260


(a)	Net income for noncontrolling interests excludes Net income related to redeemable noncontrolling interests of $2 million for the six months ended June 30, 2018 ($1 million for the same time period in 2017) which is not part of total equity (see redeemable noncontrolling interests section below).

The components of AOCI are as follows:



	June 30,			December 31,
(Millions of dollars)	2018			2017
Cumulative translation adjustment - net of taxes:
North America	$	(940	)	$	(885	)
South America	(2,319		)	(2,004		)
Europe	(433		)	(398		)
Asia	(254		)	(151		)
Surface Technologies	(27		)	(17		)
	(3,973		)	(3,455		)
Derivatives - net of taxes	(1		)	(1		)
Pension / OPEB funded status obligation (net of $341 million and $347 million tax benefit in June 30, 2018 and December 31, 2017, respectively)	(622		)	(642		)
	$	(4,596	)	$	(4,098	)

Redeemable Noncontrolling Interests

Noncontrolling interests with redemption features, such as put/sell options, that are not solely within the Company’s control (“redeemable noncontrolling interests”) are reported separately in the consolidated balance sheets at the greater of carrying value or redemption value. For redeemable noncontrolling interests that are not yet exercisable, Praxair calculates the redemption value by accreting the carrying value to the redemption value over the period until exercisable. If the redemption value is greater than the carrying value, any increase is adjusted directly to equity and does not impact net income.

At ~~March~~June 3130, 2018 and 2017, redeemable noncontrolling interests includes one packaged gas distributor in the United States where the noncontrolling shareholder has a put option.

~~Following is a summary of the changes in redeemable noncontrolling interests for the three months ended March 31, 2018 and 2017:~~ 25

(Millions of dollars)	2018			2017
Balance, January 1	$	11		$	11
Net income	1			—
Distributions to noncontrolling interest and other	(1		)	(1		)
Redemption value adjustments/accretion	2			—
Balance, March 31	$	13		$	10

Table of Contents

Following is a summary of the changes in redeemable noncontrolling interests for the six months ended June 30, 2018 and 2017:



(Millions of dollars)	2018			2017
Balance, January 1	$	11		$	11
Net income	2			1
Distributions to noncontrolling interest and other	(1		)	(2		)
Redemption value adjustments/accretion	2			—
Balance, June 30	$	14		$	10

15. Revenue Recognition

Effective January 1, 2018, Praxair adopted the FASB's Accounting Standards Update No. 2014-09 ("ASC 606") relating to Revenue Recognition using the modified retrospective transition method. The new accounting standard requires revenue to be recognized as control of goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled to receive in exchange for the goods or services. No material differences in revenue recognition were identified as compared to the Company's historical revenue recognition accounting; accordingly, there is no adjustment to opening retained earnings at January 1, 2018 and therefore no need to present comparable revenue in accordance with the prior accounting policy. The following sections include updated accounting policies and disclosures required by ASC 606. Praxair's significant accounting policies for periods through December 31, 2017 are summarized in Note 1 to its 2017 Annual Report on Form 10-K.

Contracts with Customers

Approximately 94% of Praxair’s consolidated sales are generated from industrial gases and related products in four geographic segments (North America, Europe, South America and Asia) and the remaining 6% is related to the global surface technologies segment. Praxair serves a diverse group of industries including healthcare, petroleum refining, manufacturing, food, beverage carbonation, fiber-optics, steel making, aerospace, chemicals and water treatment.

Industrial Gases

Within each of the Company’s geographic segments for industrial gases, there are three basic distribution methods: (i) on-site or tonnage; (ii) merchant or bulk liquid; and (iii) packaged or cylinder gases. The distribution method used by Praxair to supply a customer is determined by many factors, including the customer’s volume requirements and location. The distribution method generally determines the contract terms with the customer and, accordingly, the revenue recognition accounting practices. Praxair’s primary products in its industrial gases business are atmospheric gases (oxygen, nitrogen, argon, rare gases) and process gases (carbon dioxide, helium, hydrogen, electronic gases, specialty gases, acetylene). These products are generally sold through one of the three distribution methods.

Following is a description of each of the three industrial gases distribution methods and the respective revenue recognition policies:

On-site. Customers that require the largest volumes of product 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 by pipeline. Where there are large concentrations of customers, a single pipeline may be connected to several plants and customers. On-site product supply contracts generally are total requirement contracts with terms typically ranging from 10-20 years and contain minimum purchase requirements and price escalation provisions. Many of the cryogenic on-site plants also produce liquid products for the merchant market. Therefore, plants are typically not dedicated to a single customer. Additionally, Praxair is responsible for the design, construction, operations and maintenance of the plants and our customers typically have no involvement in these activities. Advanced air separation processes also allow on-site delivery to customers with smaller volume requirements.

Table of Contents

The Company’s performance obligations related to on-site customers are satisfied over time as customers receive and obtain control of the product. Praxair has elected to apply the practical expedient for measuring progress towards the completion of a performance obligation and recognizes revenue as the company has the right to invoice each customer, which generally corresponds with product delivery. Accordingly, revenue is recognized when product is delivered to the customer and the Company has the right to invoice the customer in accordance with the contract terms. Consideration in these contracts is generally based on pricing which fluctuates with various price indices. Variable components of consideration exist within on-site contracts but are considered constrained.

Merchant. Merchant deliveries generally are made from Praxair’s plants by tanker trucks to storage containers at the customer's site. Due to the relatively high distribution cost, merchant oxygen and nitrogen generally have a relatively small distribution radius from the plants at which they are produced. Merchant argon, hydrogen and helium can be shipped much longer distances. The customer agreements used in the merchant business are usually three-to seven-year supply agreements based on the requirements of the customer. These contracts generally do not contain minimum purchase requirements or volume commitments.

Table of Contents

radius from the plants at which they are produced. Merchant argon, hydrogen and helium can be shipped much longer distances. The customer agreements used in the merchant business are usually three-to seven-year supply agreements based on the requirements of the customer. These contracts generally do not contain minimum purchase requirements or volume commitments.

The Company’s performance obligations related to merchant customers are generally satisfied at a point in time as the customers receive and obtain control of the product. Revenue is recognized when product is delivered to the customer and the Company has the right to invoice the customer in accordance with the contract terms. Any variable components of consideration within merchant contracts are constrained however this consideration is not significant.

Packaged Gases. Customers requiring small volumes are supplied products in containers called cylinders, under medium to high pressure. Praxair distributes merchant gases from its production plants to Company-owned cylinder filling plants where cylinders are then filled for distribution to customers. Cylinders may be delivered to the customer’s site or picked up by the customer at a packaging facility or retail store. Praxair invoices the customer for the industrial gases and the use of the cylinder container(s). The Company also sells hardgoods and welding equipment purchased from independent manufacturers. Packaged gases are generally sold under one to three-year supply contracts and purchase orders and do not contain minimum purchase requirements or volume commitments.

The Company’s performance obligations related to packaged gases are satisfied at a point in time. Accordingly, revenue is recognized when product is delivered to the customer or when the customer picks up product from a packaged gas facility or retail store, and the Company has the right to payment from the customer in accordance with the contract terms. Any variable consideration is constrained and will be recognized when the uncertainty related to the consideration is resolved.

Surface Technologies

The company’s surface technologies segment, operated through Praxair Surface Technologies, Inc., supplies wear-resistant and high-temperature corrosion-resistant metallic and ceramic coatings and powders. Praxair Surface Technologies is a leading global supplier of coatings services and thermal spray consumables to customers in the aircraft, energy, printing, primary metals, petrochemical, textile, and other industries. Its coatings are used to provide wear resistance, corrosion protection, thermal insulation, and many other surface-enhancing functions which serve to extend component life, enable optimal performance, and reduce operating costs. It also manufactures a complete line of electric arc, plasma and wire spray, and high-velocity oxy-fuel ("HVOF") equipment.

The Company’s performance obligation related to surface technologies customers are generally satisfied at a point in time when the customer receives and takes control of product. Accordingly, revenue is recognized when product is delivered to the customer or when the customer picks up the product from the Company’s facility, and the Company has the right to invoice the customer in accordance with the contract terms.

Payment Terms and Other

Praxair generally receives payment after performance obligations are satisfied, and customer prepayments are not typical. Payment terms vary based on the country where sales originate and local customary payment practices. Praxair does not offer extended financing outside of customary payment terms. Contract asset and liability balances and the changes in these balances are not material. Amounts billed for sales and use taxes, value-added taxes, and certain excise and other specific transactional taxes imposed on revenue producing transactions are presented on a net basis and are not included in sales within the consolidated statement of income. Additionally, sales returns and allowances are not a normal practice in the industry and are not significant.

Disaggregated Revenues Information

As described above and in Note 18 of the 2017 10-K, the Company manages its industrial gases business on a geographic basis, while the surface technologies business is managed on a global basis. Further, the Company believes that reporting sales by distribution method by reportable geographic segment best illustrates the nature, timing, type of customer, and contract terms for its revenues, including terms and pricing.

23The following table shows sales by distribution method for each reportable segment and at the consolidated level for the quarter and six months ended June 30, 2018.

Table of Contents

The following table shows sales by distribution method for each reportable segment and at the consolidated level for the quarter ended March 31, 2018.



Quarter Ended June 30,
(Dollars in Millions)			Industrial Gases
Sales	North America			Europe		South America		Asia		Surface Technologies		Total		%

Merchant	$	591		$	152	$	131	$	164	$	—	$	1,038	34	%
On-Site	458			77		117		250		—		902		29	%
Packaged Gas	508			199		93		57		—		857		28	%
Other	37			16		8		31		172		264		9	%
	$	1,594		$	444	$	349	$	502	$	172	$	3,061	100	%

Six Months Ended June 30,
(Dollars in Millions)			Industrial Gases
Sales	North America			Europe		South America		Asia		Surface Technologies		Total		%
Merchant	$	~~573~~1,164		$	~~148~~300	$	~~143~~274	$	~~147~~311	$	—	$	12,~~011~~049	34	%
On-Site	~~460~~918			80157		~~114~~231		~~246~~496		—		~~900~~1,802		30	%
Packaged Gas	~~493~~1,001			~~181~~380		98191		54111		—		~~826~~1,683		2728	%
Other	3774			1935		1018		2960		~~167~~339		~~262~~526		98	%
	$	13,~~563~~157		$	~~428~~872	$	~~365~~714	$	~~476~~978	$	~~167~~339	$	26,~~999~~060	100	%

Remaining Performance Obligations

As described above, Praxair’s contracts with on-site customers are under long-term supply arrangements which generally require the customer to purchase their requirements from Praxair and also have minimum purchase requirements. The Company estimates the consideration related to minimum purchase requirements is approximately $17 billion. This amount excludes all sales above minimum purchase requirements, which can be significant depending on customer needs. In the future, actual amounts will be different due to impacts from several factors, many of which are beyond the Company’s control including, but not limited to, timing of newly signed, terminated and renewed contracts, inflationary price escalations, currency exchange rates, and pass-through costs related to natural gas and electricity. The actual duration of long-term supply contracts ranges up to twenty years. The Company estimates that approximately half of the revenue related to minimum purchase requirements are estimated to be earned in the next five years and the remaining thereafter.

Note 16. Income Taxes

U.S. Tax Cuts and Jobs Act (Tax Act)

On December 22, 2017 the U.S. government enacted the Tax Cuts and Jobs Act (Tax Act). This comprehensive tax legislation significantly revises the U.S. corporate income tax rules by, among other things, lowering the corporate income tax rate from 35% to 21%, implementing a territorial tax system and imposing a one-time tax on accumulated earnings of foreign subsidiaries. Given the substantial uncertainties surrounding the Tax Act and the short period of time between December 22, 2017 and December 31, 2017 to calculate the U.S. Federal, U.S. state, and non-U.S. tax impacts of the Tax Act, the Company is accounting for its income tax charge on a provisional (estimated) basis as allowed by SEC Staff Accounting Bulletin No. 118. In 2017, the Company recorded a net provisional income tax charge of $394 million with three main components: (i) an estimated $467 million U.S. federal and state tax charge for deemed repatriation of accumulated foreign earnings; (ii) an estimated $260 million charge for foreign withholding taxes related to anticipated future repatriation of foreign earnings; and (iii) an estimated $333 million deferred tax benefit for the revaluation of net deferred tax liabilities from 35% to the new 21% tax rate. Refer to Note 5 to the consolidated financial statements of Praxair's 2017 Annual Report on Form 10-K.

During 2018, the Company will continue to evaluate the Tax Act, additional guidance from the Internal Revenue Service, its historical foreign earnings and taxes and other items that could impact its net provisional tax charge. Additionally, the Company will continue to review its foreign capital structures, organizational cash needs and the foreign withholding tax cost of planned repatriation. As new information becomes available, the Company will update its provisional estimate and record ~~any changes to its income tax expense at that time. As of March 31, 2018, there have been no adjustments to the net provisional income tax charge recognized in 2017.~~

2428

Table of Contents

any changes to its income tax expense at that time. As of June 30, 2018, there have been no adjustments to the net provisional income tax charge recognized in 2017.

17. Proposed Business Combination with Linde AG

On June 1, 2017, Praxair, Inc. and Linde AG entered into a definitive Business Combination Agreement, as amended (the "Business Combination Agreement"), pursuant to which, among other things, Praxair, Inc. and Linde AG agreed to combine their respective businesses through an all-stock transaction, and become subsidiaries of a new holding company incorporated in Ireland, Linde plc. In connection with the proposed business combination, Linde plc filed a Registration Statement on Form S-4 which was declared effective by the U. S. Securities and Exchange Commission ("SEC") on August 14, 2017.

Linde plc has also filed an offer document with the German Federal Financial Supervisory Authority (Bundesanstalt fuer Finanzdienstleistungsaufsicht) (“BaFin”) which was approved for publication by BaFin on August 14, 2017 and published by Linde plc on August 15, 2017. Pursuant to the offer document, Linde plc made an offer to exchange each issued and outstanding no-par value bearer share of Linde AG for 1.540 ordinary shares of Linde plc (the “Exchange Offer”). In addition, Zamalight Subco, Inc., an indirect wholly-owned Delaware subsidiary of Linde plc, will merge with and into Praxair, Inc., with Praxair, Inc. surviving the merger (the “Merger”, and together with the Exchange Offer, the “Business Combination”). In the Merger, each share of Praxair, Inc. common stock will be converted into the right to receive one Linde plc ordinary share. Praxair Inc.’s stockholders approved the Merger at Praxair Inc.’s special meeting held on September 27, 2017, and on November 24, 2017, the tender period for the Exchange Offer expired with approximately 92% of all Linde AG shares entitled to voting rights being tendered. The parties currently expect the Business Combination to be completed in the second half of 2018. ~~Upon~~ In connection with the completion of the ~~business~~Business ~~combination~~Combination, Linde plc will apply to list its ordinary shares on the New York Stock Exchange and the Frankfurt Stock Exchange, and will seek inclusion in the S&P 500 and DAX 30 indices.

Completion of the Business Combination remains subject to approval by requisite governmental regulators and authorities, ~~including approvals~~ under applicable competition laws.

The Business Combination Agreement, or certain covenants contained therein, may be terminated for, or may terminate as a result of, certain reasons, including, among others, (a) the mutual consent of Praxair, Inc. and Linde AG to termination, (b) a permanent injunction or order by any governmental entity in Ireland, the United Kingdom, Germany or the United States that prohibits or makes illegal the completion of the Business Combination, (c) the occurrence of a change, event, occurrence or effect that has had or is reasonably expected to have a “material adverse change” (as defined in the Business Combination Agreement) on Linde AG or Praxair, Inc. or (d) the failure to obtain approval by requisite governmental regulators and authorities described in the preceding paragraph.

For additional information related to the Business Combination Agreement, please refer to the proxy statement/prospectus filed by Praxair, Inc. on Schedule 14A with the SEC on August 16, 2017.

25Subsequent Event

On July 5, 2018, Praxair, Inc. agreed to sell the majority of its businesses in Europe to Taiyo Nippon Sanso Corporation (“Taiyo”) pursuant to a Sale and Purchase Agreement, dated July 5, 2018, by and among Praxair Inc., Taiyo and Linde plc (the “SPA”).

The SPA was entered into in connection with the antitrust regulatory review by the European Commission of the transactions contemplated by the Business Combination Agreement. The purchase price for the European businesses pursuant to the SPA is 5.0 billion euros in cash consideration and is subject to customary adjustments at closing. The completion of the transactions contemplated by the SPA is conditioned upon, and subject to, (i) the successful completion of the Business Combination, (ii) Praxair, Inc. having received confirmation from the European Commission in writing that the European Commission (x) approves Taiyo as a suitable purchaser of the European businesses or does not object to the identity of Taiyo and (y) approves the sale of the European businesses pursuant to the SPA as an adequate remedy to concerns that the Business Combination could impede competition in the European Economic Area, and (iii) the transactions contemplated by the SPA having received competition approvals or expiry of the statutory waiting periods in the European Union and Brazil.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following table provides summary data for the quarter ~~ended~~and ~~March~~six 31months ended June 30, 2018 and 2017:

	Quarter Ended March 31,
	Quarter Ended June 30,								Six Months Ended June 30,
(Dollar amounts in millions, except per share data)	2018			2017 (c)			Variance		2018			2017 (c)			Variance
Reported Amounts
Sales	$	23,~~999~~061		$	2,~~728~~834		108	%	$	6,060		$	5,562		9	%
Cost of sales, exclusive of depreciation and amortization	$	1,~~677~~723		$	1,~~549~~599		8	%	$	3,400		$	3,148		8	%
Gross margin (a)	$	1,~~322~~338		$	1,~~179~~235		128	%	$	2,660		$	2,414		10	%
As a percent of sales	4443.17		%	43.26		%			43.9		%	43.4		%
Selling, general and administrative	$	~~310~~307		$	~~290~~305		71	%	$	617		$	595		4	%
As a percent of sales	10.30		%	10.68		%			10.2		%	10.7		%
Depreciation and amortization	$	311		$	~~287~~292		87	%	$	622		$	579		7	%
Transaction costs and other charges (b)	$	1924		$	615				$	43		$	21
Other income (expense) - net	$	(517	)	$	(6	)			$	12		$	—
Operating profit	$	~~653~~689		$	~~567~~606		1514	%	$	1,342		$	1,173		14	%
Operating margin	2122.85		%	2021.84		%			22.1		%	21.1		%
Interest expense - net	$	4644		$	4138		1216	%	$	90		$	79		14	%
Net pension and OPEB cost (benefit), excluding service cost	$	2		$	~~(15~~2	)			$	4		$	(13	)
Effective tax rate	24.56		%	27.57		%			24.5		%	27.6		%
Income from equity investments	$	1514		$	1211		2527	%	$	29		$	23		26	%
Noncontrolling interests	$	(1019	)	$	(1514	)	~~(33~~36	)%	$	(29	)	$	(29	)	—	%
Net income - Praxair, Inc.	$	~~462~~480		$	~~389~~406		1918	%	$	942		$	795		18	%
Diluted earnings per share	$	1.5965		$	1.3541		1817	%	$	3.24		$	2.76		17	%
Diluted shares outstanding	290,~~809~~908			~~287~~288,~~384~~535			1	%	290,926			288,067			1	%
Number of employees	26,~~550~~658			26,~~420~~487					26,658			26,487
Adjusted Amounts (b)
Operating profit	$	~~672~~713		$	~~573~~621		1715	%	$	1,385		$	1,194		16	%
Operating margin	2223.43		%	21.09		%			22.9		%	21.5		%
Effective tax rate	24.01		%	27.20		%			24.1		%	27.1		%
Noncontrolling interests	$	(919	)	$	(1514	)	~~(40~~36	)%	$	(28	)	$	(29	)	(3	)%
Net income - Praxair, Inc.	$	~~480~~501		$	~~395~~421		2219	%	$	981		$	816		20	%
Diluted earnings per share	$	1.6572		$	1.3746		2018	%	$	3.37		$	2.83		19	%
Other Financial Data (b)
EBITDA	$	~~979~~1,014		$	~~866~~909				$	1,993		$	1,775
EBITDA Margin	3233.61		%	3132.71		%			32.9		%	31.9		%
Adjusted EBITDA	$	~~998~~1,038		$	~~872~~924				$	2,036		$	1,796
Adjusted EBITDA Margin	33.39		%	32.06		%			33.6		%	32.3		%


(a)	Gross margin excludes depreciation and amortization expense.


(b)	Adjusted amounts and other financial data are non-GAAP performance measures. A reconciliation of reported amounts to adjusted amounts and other financial data can be found in the "Non-GAAP Financial Measures" section of this MD&A. See Note 2 to the condensed consolidated financial statements.


(c)	Prior period information has been reclassified to conform with current year presentation as a result of the adoption of new accounting guidance on the presentation of net periodic pension and postretirement benefit costs. See Note 1 to the condensed consolidation financial statements.

2630

Table of Contents

Consolidated Results

In the ~~first~~second quarter of 2018, Praxair’s sales were $23,~~999~~061 million, 108% above the prior–year quarter. Excluding ~~favorable~~higher ~~currency~~cost ~~translation~~pass-through which increased sales by 1% with minimal impact on operating profit, sales growth of 7% was driven by higher volumes across all segments, including new project start-ups, and price attainment. Reported operating profit for the ~~first~~second quarter of 2018 of $~~653~~689 million, 2122.85% of sales, was 1514% above ~~$567 million in~~ the prior-year quarter. Operating profit included transaction costs and other ~~costs~~charges of $1924 million primarily related to the potential Linde merger. Excluding these costs, adjusted operating profit was $~~672~~713 million, 2223.43% of sales and 1715% above the 2017 adjusted ~~first~~second quarter driven by higher volumes and price. The company's EBITDA margin was 3233.61% and adjusted EBITDA margin was 33.39%. The reported effective tax rate ("ETR") was 24.56% versus 27.57% in the ~~first~~second quarter of 2017. The adjusted ETR was 24.01% versus 27.20% in the ~~first~~second quarter of 2017, reflecting the impact of U.S. tax reform. Diluted earnings per share ("EPS") was $1.5965, 1817% above reported EPS of $1.3541 in the ~~first~~second quarter of 2017. On an adjusted basis, EPS was $1.6572, 2018% above the 2017 EPS of $1.3746, driven by higher adjusted net income and a lower adjusted ETR.

Outlook

~~Diluted~~The ~~EPS~~company’s ~~for~~core ~~the~~business ~~second~~is ~~quarter~~to ofbuild, ~~2018~~own, isand ~~expected~~operate toindustrial begas plants in ~~the~~order ~~range~~to ofsupply ~~$1.67~~atmospheric and process gases to $1customers.72 ~~excluding~~As ~~transaction~~such, ~~costs~~Praxair ~~related~~believes tothat ~~the~~its ~~potential~~backlog ~~Linde~~is ~~merger~~one indicator of future sales growth. ~~The~~At ~~effective~~June 30, ~~tax~~2018, ~~rate~~Praxair’s isbacklog of 19 large projects under construction was $1.7 billion. This represents the total estimated tocapital becost of large plants under construction. These plants will supply customers in the ~~range~~energy, ofchemical, ~~23%~~manufacturing, toand ~~25%~~electronics end-markets.

The company’s core business is to build, own, and operate industrial gas plants in order to supply atmospheric and process gases to customers. As such, Praxair believes that its backlog is one indicator of future sales growth. At March 31, 2018, Praxair’s backlog of 16 large projects under construction was $1.5 billion. This represents the total estimated capital cost of large plants under construction. These plants will supply customers in the energy, chemical, manufacturing, and electronics end-markets.

Praxair provides quarterly updates on operating results, material trends that may affect financial performance, and financial earnings guidance via quarterly earnings releases and investor teleconferences. These updates are available on the company’s website, www.praxair.com, but are not incorporated herein.

2731

Table of Contents

Results of Operations

The changes in consolidated sales and operating profit compared to the prior year are attributable to the following:

	Quarter Ended March 31, 2018 vs. 2017
	Quarter Ended June 30, 2018 vs. 2017				Six Months Ended June 30, 2018 vs. 2017
	% Change				% Change
	Sales		Operating Profit		Sales		Operating Profit
Factors Contributing to Changes
Volume	5	%	109	%	5	%	9	%
Price/Mix	2	%	8	%	2	%	8	%
Cost pass-through	—1	%	—	%	—	%	—	%
Currency	3—	%	3—	%	2	%	2	%
Acquisitions/divestitures	—	%	—	%	—	%	—	%
Other	—	%	(63	)%	—	%	(5	)%
Reported	108	%	1514	%	9	%	14	%
Add: Transaction costs and other charges	—	%	21	%	—	%	2	%
Adjusted	108	%	1715	%	9	%	16	%

The following tables provide sales by end-market and distribution method:

	Quarter Ended March 31,
	Quarter Ended June 30,						Six Months Ended June 30,
	% of Sales				% Change*		% of Sales				% Change*
	2018		2017				2018		2017
Sales by End Markets
Manufacturing	2322	%	2322	%	67	%	22	%	22	%	7	%
Metals	17	%	17	%	911	%	17	%	17	%	10	%
Energy	11	%	12	%	12	%	11	%	12	%	2	%
Chemicals	11	%	10	%	1413	%	11	%	10	%	13	%
Electronics	9	%	9	%	107	%	9	%	9	%	8	%
Healthcare	8	%	8	%	67	%	8	%	8	%	6	%
Food & Beverage	9	%	910	%	64	%	9	%	9	%	5	%
Aerospace	34	%	3	%	816	%	4	%	3	%	12	%
Other	9	%	9	%	—5	%	9	%	10	%	2	%
	100	%	100	%			100	%	100	%

* Excludes impact of currency, natural gas/precious metals cost pass-through and acquisitions/divestitures.

	Quarter Ended March 31,
	Quarter Ended June 30,				Six Months Ended June 30,
	% of Sales				% of Sales
	2018		2017		2018		2017
Sales by Distribution Method
On-Site	3029	%	30	%	30	%	30	%
Merchant	34	%	34	%	34	%	34	%
Packaged Gas	2728	%	2728	%	28	%	28	%
Other	9	%	98	%	8	%	8	%
	100	%	100	%	100	%	100	%

Sales increased $~~271~~227 million, or 108%, for the ~~first~~second quarter ~~versus~~and ~~the~~increased ~~respective~~$498 ~~2017~~million, ~~period. Favorable~~or ~~currency~~9% ~~translation,~~for ~~primarily~~the insix ~~Europe~~months ended June 30, ~~increased~~2018 ~~sales~~versus bythe 3%respective 2017 periods. Volume growth contributed 5% to sales in both the quarter and six-month periods driven by higher volumes in North America and Asia, including new project start-ups. Higher overall pricing across ~~all~~most segments contributed 2% to sales in both the quarter and six-month periods. Currency translation impact was minimal in the quarter and increased sales by 2% for the six-month period. Higher cost pass through increased sales by 1% in the quarter with a minimal impact on the six-month period.

2832

Table of Contents

Gross margin increased $~~143~~103 million, or 128%, for the ~~first~~second quarter of 2018 and increased $246 million or 10% for the six months ended June 30, 2018 versus the respective 2017 ~~period~~periods, primarily due to higher volumes and price. Gross margin as a percentage of sales increased to 4443.17% from 43.26% for the ~~first~~second quarter of 2018 and increased to 43.9% from 43.4% for the six months ended June 30, 2018 versus the respective 2017 ~~period~~periods.

Selling, general and administrative expense ("SG&A") was relatively flat for the second quarter of 2018 and increased $2022 million, ~~or 7%,~~ for the ~~first~~six ~~quarter~~months ofended June 30, 2018 versus the respective 2017 ~~period~~periods. Currency impacts were minimal in the quarter and increased SG&A $9 million for the ~~quarter~~six-month period. Excluding currency effects in the six-month period, SG&A was higher driven by cost inflation partially offset by cost reduction actions.

Depreciation and amortization expense increased $2419 million and $43 million, or 87%, for both the ~~first~~ quarter ofand the six months ended June 30, 2018 versus the respective 2017 ~~period~~periods. Currency impacts increased depreciation and amortization by $102 million in the quarter and $12 million for the six-month period. Excluding currency effects, depreciation and amortization expense increased $1417 million for the quarter and $31 million for the six-month period primarily driven by large project start-ups.

Praxair recorded transaction costs and other charges of $1924 million and $615 million in the ~~first~~second quarters of 2018 and 2017, respectively, primarily related to the potential merger (refer to Note 2 to the condensed consolidated financial statements). Transaction costs and other charges were $43 million and $21 million, respectively, for the six-month periods ended June 30, 2018 and 2017.

Other income (expense) – net was $517 million ~~expense~~income for the 2018 ~~first~~second quarter compared to $6 million ~~expense~~income for the 2017 ~~first~~second quarter and was $12 million income for the six months ended June 30, 2018 compared to flat for the respective 2017 period. In ~~Asia~~North America, the ~~first~~second quarter and six-month periods of 2018 included a $30 million asset impairment charge which was more than offset by $43 million of gains on asset disposals. In Asia, the six-month period of 2018 included a first quarter $22 million asset impairment charge, offset by a litigation settlement gain.

Reported operating profit increased $8683 million, or 1514%, for the ~~first~~second quarter of 2018 and increased $169 million, or 14%, for the six months ended June 30, 2018 versus the respective 2017 ~~period~~periods. The ~~first~~second ~~quarters~~quarter ofand ~~2018~~six-month ~~and~~period ~~2017~~of ~~include~~2018 included $1924 million and $643 million, respectively, of transaction costs and other charges primarily related to the potential merger ($15 million and $21 million for the respective 2017 periods). Excluding these charges, adjusted operating profit increased $9992 million, or 1715%, for the ~~first~~second quarter of 2018 and increased $191 million, or 16%, for the six months ended June 30, 2018 versus the respective 2017 ~~period~~periods driven by higher volumes and price.

Interest expense-net increased $56 million, or 1216%, for the ~~first~~second quarter of 2018 and increased $11 million, or 14%, for the six months ended June 30, 2018 versus the respective 2017 periods. ~~This~~The increase in both periods was primarily attributable to lower capitalized interest.

The reported effective tax rate ("ETR") for the ~~first~~second quarter of 2018 and 2017 was 24.56% and 27.57%, respectively. The reported ETR for the ~~first~~second ~~quarter~~quarters of 2018 ~~includes~~and 2017 include transaction costs and other ~~charge~~charges of $1924 million ($1721 million after-tax), and $15 million ($15 million after-tax), respectively, related to the potential merger. Excluding these impacts, on an adjusted basis the ETR for the second quarters of 2018 and 2017 was 24.1% and 27.0%, respectively. The reported ETR for the six months ended June 30, 2018 and 2017 ~~quarter~~was ~~includes~~24.5% $and 27.6%, ~~million~~respectively. The ofreported ~~non~~ETR for the six-~~deductible~~month periods of 2018 and 2017 include transaction costs ~~related~~and toother ~~the~~charges ~~potential~~of ~~merger~~$43 million ($38 million after-tax) and $21 million ($21 million after-tax), respectively. Excluding these impacts, on an adjusted basis the ETR for the ~~first~~six ~~quarters~~months ofended June 30, 2018 and 2017 was 24.01% and 27.21%, respectively. The decrease in both the quarter and six-month periods was driven primarily by the impact of the U.S. Tax Cuts and Jobs ~~act~~Act enacted in the fourth quarter of 2017 (see Note 16 to the condensed consolidated financial statements).

Income from equity investments for the ~~first~~second ~~quarter~~quarters of 2018 and 2017 was $1514 million and $1211 million, respectively, largely in China and Italy. Income from equity investments for the six months ended June 30, 2018 and 2017 was $29 million and $23 million, respectively.

At ~~March~~June 3130, 2018, non-controlling interests consisted primarily of non-controlling shareholders' investments in Asia (primarily China), Europe (primarily Italy) and surface technologies. Reported non-controlling interests ~~decreased~~increased $5 million for the ~~first~~second quarter of 2018 and was flat for the six months ended June 30, 2018 versus the respective 2017 ~~period~~periods. The asincrease in the second quarter was driven by higher earnings. In the six-month period, higher earnings were more than offset by the impact of an asset impairment charge in the first quarter.

Reported Net income-Praxair, Inc. increased $73 million, or 19%, for the first quarter of 2018 versus the respective 2017 period. Included within the first quarter of 2018 were transaction costs and other charges of $18 million after-tax and noncontrolling interests. Included within the first quarter 2017 were transaction costs and other charges of $6 million after-tax (see Note 2 to the condensed consolidated financial statements). Excluding these charges, adjusted Net income-Praxair, Inc increased $85 million, or 22%, for the first quarter of 2018 due to higher adjusted operating profit and a lower effective tax rate. 33

Reported Earnings per share of $1.59 increased $0.24, or 18%, for the first quarter of 2018 versus the respective 2017 period. Included within the 2018 and 2017 first quarters were charges of $0.06 and $0.02, respectively, for transaction costs and other charges related primarily to the potential merger (see Note 2 to the condensed consolidated financial statements). Excluding these charges, adjusted EPS increased $0.28, or 20% for the first quarter of 2018 versus prior year primarily due to higher adjusted net income.

The number of employees at March 31, 2018 was 26,550, an increase of 130 employees from March 31, 2017.

Table of Contents

Reported Net income-Praxair, Inc. increased $74 million, or 18%, for the second quarter of 2018 and increased $147 million, or 18%, for the six months ended June 30, 2018 versus the respective 2017 periods. Included within the second quarter and six-month periods of 2018 were transaction costs and other charges of $21 million and $39 million, respectively, after-tax and noncontrolling interests. Included within the second quarter and six-month periods of 2017 were transaction costs and other charges of $15 million and $21 million, respectively, after-tax (see Note 2 to the condensed consolidated financial statements). Excluding these charges, adjusted Net income-Praxair, Inc increased $80 million, or 19%, for the second quarter of 2018 and increased $165 million, or 20%, for the six months ended June 30, 2018 due to higher adjusted operating profit and a lower effective tax rate.

Reported Earnings per share of $1.65 increased $0.24, or 17%, for the second quarter of 2018 and reported earnings per share of $3.24 increased $0.48, or 17%, for the six months ended June 30, 2018 versus the respective 2017 periods. Included within the 2018 second quarter and six-month period were charges of $0.07 and $0.13, respectively, for transaction costs and other charges related primarily to the potential merger ($0.05 and $0.07 for the respective 2017 periods, see Note 2 to the condensed consolidated financial statements). Excluding these charges, adjusted EPS increased $0.26, or 18% for the second quarter of 2018 and increased $0.54, or 19%, for the six months ended June 30, 2018 versus the respective 2017 periods primarily due to higher adjusted net income.

The number of employees at June 30, 2018 was 26,658, an increase of 171 employees from June 30, 2017.

Other Financial Data

EBITDA increased $~~113~~105 million to $~~979~~1,014 million for the ~~first~~second quarter 2018 from $~~866~~909 million for the ~~first~~second quarter 2017 and increased $218 million to $1,993 million for the six-month period of 2018 from $1,775 million for the six-month period of 2017. Included within the 2018 second quarter and six-month period were charges of $24 million and $43 million, respectively, for transaction costs and other charges related primarily to the potential merger ($15 million and $21 million for the respective 2017 periods, see Note 2 to the condensed consolidated financial statements). Adjusted EBITDA increased $~~126~~114 million to $~~998~~1,038 million for the ~~first~~second quarter 2018 from $~~872~~924 million for the ~~first~~second quarter 2017 and increased $240 million to $2,036 million for the six-month period of 2018 from $1,796 million for the six-month period of 2017. The increase in EBITDA and adjusted EBITDA in the second quarter and six-month periods is primarily due to higher net income plus depreciation and amortization on both a reported and adjusted basis versus the prior year periods.

See the "Non-GAAP Financial Measures" section below for definitions and reconciliations of these non-GAAP measures to reported GAAP amounts.

Other Comprehensive Income (Loss)

Other comprehensive ~~income~~losses for the ~~three~~second quarter and six months ended ~~March~~June 3130, 2018 of $~~129~~(637) million and $(508) million resulted primarily from adverse currency translation adjustments of $(643) million and $(528) million. The adverse translation adjustments reflect the impact of translating local currency foreign subsidiary financial statements to U.S. dollars~~. Generally~~, ~~positive~~and ~~translation~~are ~~adjustments~~largely ~~result~~driven ~~from~~by the ~~weakening~~strengthening of the U.S. dollar against ~~most~~ major currencies, ~~while~~including ~~negative~~the ~~translation~~Euro, ~~adjustments~~Brazilian ~~result~~Real, ~~from~~and aCanadian ~~strengthening of the U.S.~~ dollar. See the "Currency" section of the MD&A for exchange rates used for translation purposes and Note 14 to the condensed consolidated financial statements for a summary of the currency translation adjustment component of accumulated other comprehensive income by segment.

Retirement Benefits

The net periodic benefit cost for pension and OPEB plans was a $1415 million ~~cost~~in ~~for~~ the ~~quarter~~quarters ended ~~March~~June 3130, 2018 ~~versus~~and aJune 30, 2017 and $329 million ~~benefit~~and in$12 million for the ~~respective~~six months ended June 30, 2018 and June 30, 2017, ~~period~~respectively. The increase in expense versus the prior year for the ~~three~~six months ended ~~March~~June 3130, 2018 is related to a curtailment gain recorded in the first quarter of 2017 on a South American OPEB plan for $18 million (see Note 11 to the condensed consolidated financial statements).

Table of Contents

Segment Discussion

The following summary of sales and operating profit by segment provides a basis for the discussion that follows.

	Quarter Ended March 31,
	Quarter Ended June 30,								Six Months Ended June 30,
(Dollar amounts in millions)	2018			2017*			Variance		2018			2017*			Variance
SALES
North America	$	1,~~563~~594		$	1,~~458~~505		76	%	$	3,157		$	2,963		7	%
Europe	~~428~~444			~~356~~383			2016	%	872			739			18	%
South America	~~365~~349			~~369~~373			(16	)%	714			742			(4	)%
Asia	~~476~~502			~~395~~422			2119	%	978			817			20	%
Surface Technologies	~~167~~172			~~150~~151			1114	%	339			301			13	%
	$	23,~~999~~061		$	2,~~728~~834		108	%	$	6,060		$	5,562		9	%
OPERATING PROFIT
North America	$	~~406~~432		$	~~357~~378		14	%	$	838		$	735		14	%
Europe	8087			6774			1918	%	167			141			18	%
South America	5456			4864			(13	)%	110			112			(2	)%
Asia	~~104~~107			7580			3934	%	211			155			36	%
Surface Technologies	2831			2625			824	%	59			51			16	%
Segment operating profit	~~672~~713			~~573~~621			1715	%	1,385			1,194			16	%
Transaction costs and other charges	(1924		)	(615		)			(43		)	(21		)
Total operating profit	$	~~653~~689		$	~~567~~606		1514	%	$	1,342		$	1,173		14	%

* Prior period segment operating profit has been reclassified to conform with current year presentation as a result of the adoption of new accounting guidance on the presentation of net periodic pension and postretirement benefit costs. See Note 1 to the condensed consolidation financial statements.

3035

Table of Contents

North America

	Quarter Ended March 31,
	Quarter Ended June 30,								Six Months Ended June 30,
	2018			2017			Variance		2018			2017			Variance
Sales	$	1,~~563~~594		$	1,~~458~~505		76	%	$	3,157		$	2,963		7	%
Cost of sales, exclusive of depreciation and amortization	~~806~~830			~~775~~793					1,636			1,567
Gross margin	~~757~~764			~~683~~712					1,521			1,396
Operating expenses	~~189~~165			~~172~~177					354			350
Depreciation and amortization	~~162~~167			~~154~~157					329			311
Operating profit	$	~~406~~432		$	~~357~~378		14	%	$	838		$	735		14	%
Margin %	2627.01		%	2425.51		%			26.5		%	24.8		%

	Quarter Ended March 31, 2018 vs. 2017
	Quarter Ended June 30, 2018 vs. 2017				Six Months Ended June 30, 2018 vs. 2017
	% Change				% Change
	Sales		Operating Profit		Sales		Operating Profit
Factors Contributing to Changes
Volume	4	%	118	%	4	%	9	%
Price/Mix	2	%	7	%	2	%	7	%
Cost pass-through	—	%	—	%	—	%	—	%
Currency	1—	%	1—	%	1	%	1	%
Acquisitions/divestitures	—	%	—	%	—	%	—	%
Other	—	%	(51	)%	—	%	(3	)%
	7	%	14	%
	6	%	14	%	7	%	14	%

The following tables provide sales by end-market and distribution method:

	Quarter Ended March 31,
	Quarter Ended June 30,						Six Months Ended June 30,
	% of Sales				% Change*		% of Sales				% Change*
	2018		2017				2018		2017
Sales by End Markets
Manufacturing	3029	%	2928	%	67	%	29	%	29	%	6	%
Metals	1211	%	1211	%	85	%	12	%	12	%	6	%
Energy	17	%	18	%	(2	)%	17	%	18	%	(2	)%
Chemicals	10	%	9	%	2220	%	10	%	9	%	21	%
Electronics	5	%	5	%	204	%	5	%	5	%	9	%
Healthcare	7	%	7	%	87	%	7	%	7	%	8	%
Food & Beverage	10	%	10	%	8	%	10	%	10	%	8	%
Aerospace	2	%	2	%	931	%	2	%	2	%	20	%
Other	79	%	810	%	(5—	)%	8	%	8	%	(2	)%
	100	%	100	%			100	%	100	%

* Excludes impact of currency, natural gas/precious metals cost pass-through and acquisitions/divestitures.

	Quarter Ended March 31,
	Quarter Ended June 30,				Six Months Ended June 30,
	% of Sales				% of Sales
	2018		2017		2018		2017
Sales by Distribution Method
On- Site	29	%	30	%	29	%	30	%
Merchant	37	%	37	%	37	%	37	%
Packaged Gas	32	%	3031	%	32	%	31	%
Other	2	%	32	%	2	%	2	%
	100	%	100	%	100	%	100	%

3136

Table of Contents

North America segment sales increased $~~105~~89 million, or 76% in the ~~first~~second quarter of 2018 and increased $194 million, or 7%, for the six months ended June 30, 2018 as compared to prior year. ~~Favorable~~Currency ~~currency~~ translation impact was minimal in the quarter and increased sales by 1% infor the ~~quarter~~six-month period. Excluding currency, sales were 6% above the prior-year quarter and six-month periods primarily due to higher volumes to most end-markets and higher pricing.

North America segment operating profit increased $4954 million, or 14% in the ~~first~~second quarter of 2018 and increased $103 million, or 14% for the six months ended June 30, 2018 as compared to ~~the~~ prior- year ~~quarter~~ driven by higher volumes and pricing. Operating profit for the second quarter and six-month period included a $30 million asset impairment charge which was more than offset by $43 million of gains on asset disposals.

Europe

	Quarter Ended March 31,
	Quarter Ended June 30,								Six Months Ended June 30,
	2018			2017			Variance %		2018			2017			Variance %
Sales	$	~~428~~444		$	~~356~~383		2016	%	$	872		$	739		18	%
Cost of sales, exclusive of depreciation and amortization	~~248~~261			~~201~~219					509			420
Gross margin	~~180~~183			~~155~~164					363			319
Operating expenses	5452			4849					106			97
Depreciation and amortization	4644			4041					90			81
Operating profit	$	8087		$	6774		1918	%	$	167		$	141		18	%
Margin %	1819.76		%	1819.83		%			19.2		%	19.1		%

	Quarter Ended March 31, 2018 vs. 2017
	Quarter Ended June 30, 2018 vs. 2017				Six Months Ended June 30, 2018 vs. 2017
	% Change		% Change		% Change		% Change
	Sales		Operating Profit		Sales		Operating Profit
Factors Contributing to Changes
Volume	2	%	52	%	2	%	3	%
Price/Mix	13	%	713	%	2	%	10	%
Cost pass-through	24	%	—	%	3	%	—	%
Currency	157	%	168	%	11	%	12	%
Acquisitions/divestitures	—	%	—	%	—	%	—	%
Other	—	%	(95	)%	—	%	(7	)%
	20	%	19	%
	16	%	18	%	18	%	18	%

The following tables provide sales by end-market and distribution method:

	Quarter Ended March 31,
	Quarter Ended June 30,						Six Months Ended June 30,
	% of Sales				% Change*		% of Sales				% Change*
	2018		2017				2018		2017
Sales by End Markets
Manufacturing	21	%	2120	%	614	%	21	%	21	%	10	%
Metals	1716	%	1716	%	914	%	17	%	16	%	12	%
Energy	4	%	45	%	(6—	)%	4	%	4	%	(3	)%
Chemicals	12	%	1312	%	410	%	12	%	12	%	7	%
Electronics	87	%	78	%	9(7	)%	7	%	8	%	—	%
Healthcare	12	%	12	%	612	%	12	%	12	%	10	%
Food & Beverage	1314	%	1315	%	81	%	14	%	14	%	4	%
Aerospace	1	%	1	%	—8	%	1	%	1	%	(8	)%
Other	1213	%	1211	%	(17	)%	12	%	12	%	3	%
	100	%	100	%			100	%	100	%

* Excludes impact of currency, natural gas/precious metals cost pass-through and acquisitions/divestitures

3237

Table of Contents

	Quarter Ended March 31,
	Quarter Ended June 30,				Six Months Ended June 30,
	% of Sales				% of Sales
	2018		2017		2018		2017
Sales by Distribution Method
On- Site	1917	%	1918	%	18	%	19	%
Merchant	3534	%	35	%	34	%	35	%
Packaged Gas	4245	%	4143	%	44	%	42	%
Other	4	%	54	%	4	%	4	%
	100	%	100	%	100	%	100	%

Europe segment sales increased by $7261 million, or 2016% in the ~~first~~second quarter of 2018 and increased by $133 million, or 18%, for the six months ended June 30, 2018 as compared to the prior year. Favorable currency translation increased sales by 157% in the quarter and 11% in the six-month period. Cost pass-through increased sales by 24% in the quarter and 3% in the six-month period with minimal impact on operating profit. Excluding currency and cost pass-through, sales increased 35% in the quarter and 4% in the six-month period driven by higher volumes and higher price.

Europe segment operating profit increased by $13 million, or 1918% in the ~~first~~second quarter of 2018 and increased by $26 million, or 18%, for the six months ended June 30, 2018 as compared to the prior year. Favorable currency translation increased operating profit by 168% in the quarter and 12% in the six-month period. Excluding currency translation, operating profit increased 310% in the quarter and 6% in the six-month period driven by higher volumes and price partially offset by cost inflation.

South America

	Quarter Ended March 31,
	Quarter Ended June 30,								Six Months Ended June 30,
	2018			2017			Variance		2018			2017			Variance
Sales	$	~~365~~349		$	~~369~~373		(16	)%	$	714		$	742		(4	)%
Cost of sales, exclusive of depreciation and amortization	~~219~~209			~~228~~221					428			444
Gross margin	~~146~~140			~~141~~152					286			298
Operating expenses	5147			5449					98			109
Depreciation and amortization	4137			39					78			77
Operating profit	$	5456		$	4864		(13	)%	$	110		$	112		(2	)%
Margin %	1416.80		%	1317.02		%			15.4		%	15.1		%

	Quarter Ended March 31, 2018 vs. 2017
	Quarter Ended June 30, 2018 vs. 2017				Six Months Ended June 30, 2018 vs. 2017
	% Change		% Change		% Change		% Change
	Sales		Operating Profit		Sales		Operating Profit
Factors Contributing to Changes
Volume	14	%	(26	)%	2	%	3	%
Price/Mix	1—	%	10(1	)%	1	%	4	%
Cost pass-through	—	%	—	%	—	%	—	%
Currency	(310	)%	(514	)%	(7	)%	(11	)%
Acquisitions/divestitures	—	%	—	%	—	%	—	%
Other	—	%	10(4	)%	—	%	2	%
	(1	)%	13	%
	(6	)%	(13	)%	(4	)%	(2	)%

3338

Table of Contents

The following tables provide sales by end-market and distribution method:

	Quarter Ended March 31,
	Quarter Ended June 30,						Six Months Ended June 30,
	% of Sales				% Change*		% of Sales				% Change*
	2018		2017				2018		2017
Sales by End Markets
Manufacturing	1716	%	1816	%	(18	)%	16	%	17	%	(4	)%
Metals	3132	%	2931	%	412	%	31	%	30	%	8	%
Energy	2	%	2	%	(43	)%	2	%	2	%	(1	)%
Chemicals	9	%	10	%	—	%	10	%	10	%	—	%
Electronics	—	%	—	%	—	%	—	%	—	%	—	%
Healthcare	1820	%	1920	%	3	%	19	%	20	%	3	%
Food & Beverage	1312	%	1412	%	(1	)%	13	%	13	%	—	%
Aerospace	—	%	—	%	—	%	—	%	—	%	—	%
Other	109	%	89	%	1112	%	9	%	8	%	12	%
	100	%	100	%			100	%	100	%

* - Excludes impact of currency, natural gas/precious metals cost pass-through and acquisitions/divestitures.

	Quarter Ended March 31,
	Quarter Ended June 30,				Six Months Ended June 30,
	% of Sales				% of Sales
	2018		2017		2018		2017
Sales by Distribution Method
On- Site	3134	%	3133	%	32	%	32	%
Merchant	3937	%	3938	%	38	%	38	%
Packaged Gas	27	%	2827	%	27	%	27	%
Other	32	%	2	%	3	%	3	%
	100	%	100	%	100	%	100	%

South America segment sales decreased $424 million, or 16% in the ~~first~~second quarter of 2018 and decreased $28 million, or 4%, for the six months ended June 30, 2018 as compared to the prior year. Unfavorable currency impacts decreased sales by 310% in the quarter and 7% in the six-month period driven by the weakening of the Brazilian real and Argentine peso against the U.S. dollar. Excluding currency in the quarter, sales increased 24% driven by higher ~~price and higher~~ volumes largely to the metals ~~and healthcare~~ end-markets. Excluding currency in the six-month period, sales increased 3% driven by higher volumes and higher price.

South America segment operating profit ~~increased~~decreased $68 million, or 13% in the ~~first~~second quarter of 2018 and decreased $2 million, or 2%, for the six months ended June 30, 2018 versus the prior year. Excluding asunfavorable ~~higher~~currency ~~price~~impacts ~~and~~in ~~lower~~the ~~costs~~quarter, ~~were~~operating ~~only~~profit increased 1% driven by higher volumes partially offset by higher costs. Excluding unfavorable ~~product~~currency ~~sales~~impacts ~~mix.~~in the six-month period, operating profit increased 9% driven by higher volumes, higher price and lower costs.

Asia

	Quarter Ended March 31,
	Quarter Ended June 30,								Six Months Ended June 30,
	2018			2017			Variance		2018			2017			Variance
Sales	$	~~476~~502		$	~~395~~422		2119	%	$	978		$	817		20	%
Cost of sales, exclusive of depreciation and amortization	~~294~~312			~~249~~268					606			517
Gross margin	~~182~~190			~~146~~154					372			300
Operating expenses	2631			2728					57			55
Depreciation and amortization	52			4446					104			90
Operating profit	$	~~104~~107		$	7580		3934	%	$	211		$	155		36	%
Margin %	21.83		%	19.0		%			21.6		%	19.0		%

3439

Table of Contents

	Quarter Ended March 31, 2018 vs. 2017
	Quarter Ended June 30, 2018 vs. 2017				Six Months Ended June 30, 2018 vs. 2017
	% Change		% Change		% Change		% Change
	Sales		Operating Profit		Sales		Operating Profit
Factors Contributing to Changes
Volume	11	%	1816	%	11	%	16	%
Price/Mix	3	%	1417	%	3	%	16	%
Cost pass-through	—1	%	—	%	1	%	—	%
Currency	74	%	75	%	5	%	6	%
Acquisitions/divestitures	—	%	—	%	—	%	—	%
Other	—	%	—(4	)%	—	%	(2	)%
	21	%	39	%
	19	%	34	%	20	%	36	%

The following tables provide sales by end-market and distribution method:

	Quarter Ended March 31,
	Quarter Ended June 30,						Six Months Ended June 30,
	% of Sales				% Change*		% of Sales				% Change*
	2018		2017				2018		2017
Sales by End Markets
Manufacturing	9	%	89	%	2814	%	9	%	9	%	20	%
Metals	27	%	2627	%	1820	%	27	%	26	%	19	%
Energy	54	%	3	%	9586	%	5	%	3	%	97	%
Chemicals	15	%	15	%	119	%	15	%	15	%	9	%
Electronics	33	%	3533	%	612	%	33	%	34	%	9	%
Healthcare	1	%	1	%	(48	)%	1	%	1	%	2	%
Food & Beverage	2	%	2	%	(108	)%	2	%	2	%	(9	)%
Aerospace	—	%	—	%	—	%	—	%	—	%	—	%
Other	89	%	10	%	57	%	8	%	10	%	6	%
	100	%	100	%			100	%	100	%

* Excludes impact of currency, natural gas/precious metals cost pass-through and acquisitions/divestitures

	Quarter Ended March 31,
	Quarter Ended June 30,				Six Months Ended June 30,
	% of Sales				% of Sales
	2018		2017		2018		2017
Sales by Distribution Method
On- Site	5250	%	5150	%	51	%	50	%
Merchant	3133	%	2930	%	32	%	29	%
Packaged Gas	11	%	14	%	11	%	14	%
Other	6	%	6	%	6	%	7	%
	100	%	100	%	100	%	100	%

Asia segment sales increased $8180 million, or 2119% in the ~~first~~second quarter of 2018 and increased $161 million, or 20%, for the six months ended June 30, 2018 as compared to the prior year. Cost pass-through, primarily energy, increased sales by 1% in both the quarter and six-month periods with minimal impact on operating profit. Favorable currency translation increased sales by 74% in the quarter and 5% in the six-month period. Volume growth of 11% in the quarter and six-month periods was primarily attributable to base volume growth in China, Korea and India and new project start-ups in China ~~and Korea~~. Higher price increased sales by 3% in both the quarter and six-month periods primarily driven by China. Sales growth was strongest in the metals, energy and electronics end-markets.

Asia segment operating profit increased $2927 million, or 3934% in the ~~first~~second quarter of 2018 and increased $56 million, or 36% for the six months ended June 30, 2018 as compared to the prior year driven primarily by higher volumes and price. Favorable currency translation increased operating profit by 75% in the quarter and 6% in the six-month period. Operating profit for the ~~first~~six-month ~~quarter~~period included a ~~included a~~ $22 million asset impairment charge, offset by a litigation settlement gain.

3540

Table of Contents

Surface Technologies

	Quarter Ended March 31,
	Quarter Ended June 30,								Six Months Ended June 30,
	2018			2017			Variance		2018			2017			Variance
Sales	$	~~167~~172		$	~~150~~151		1114	%	$	339		$	301		13	%
Cost of sales, exclusive of depreciation and amortization	~~110~~111			9698					221			195
Gross margin	5761			5453					118			106
Operating expenses	19			18					38			35
Depreciation and amortization	1011			10					21			20
Operating profit	$	2831		$	2625		824	%	$	59		$	51		16	%
Margin %	1618.80		%	1716.36		%			17.4		%	16.9		%

	Quarter Ended March 31, 2018 vs. 2017
	Quarter Ended June 30, 2018 vs. 2017				Six Months Ended June 30, 2018 vs. 2017
	% Change		% Change		% Change		% Change
	Sales		Operating Profit		Sales		Operating Profit
Factors Contributing to Changes
Volume/Price	610	%	1225	%	8	%	18	%
Cost pass-through	—1	%	—	%	1	%	—	%
Currency	53	%	42	%	4	%	3	%
Acquisitions/divestitures	—	%	—	%	—	%	—	%
Other	—	%	(83	)%	—	%	(5	)%
	11	%	8	%
	14	%	24	%	13	%	16	%

The following table provides sales by end-market:

	Quarter Ended March 31,
	Quarter Ended June 30,						Six Months Ended June 30,
	% of Sales				% Change*		% of Sales				% Change*
	2018		2017				2018		2017
Sales by End Markets
Manufacturing	12	%	1110	%	1130	%	12	%	11	%	20	%
Metals	8	%	89	%	1(7	)%	8	%	9	%	(3	)%
Energy	19	%	19	%	37	%	19	%	19	%	6	%
Chemicals	2	%	2	%	123	%	2	%	2	%	8	%
Electronics	1	%	1	%	—	%	1	%	1	%	44	%
Healthcare	—	%	—	%	—	%	—	%	—	%	—	%
Food & Beverage	3	%	43	%	(919	)%	3	%	3	%	3	%
Aerospace	4443	%	44	%	810	%	44	%	44	%	9	%
Other	1112	%	1112	%	511	%	11	%	11	%	5	%
	100	%	100	%			100	%	100	%

* Excludes impact of currency, natural gas/precious metals cost pass-through and acquisitions/divestitures

Surface Technologies segment sales increased $1721 million, or 1114% in the ~~first~~second quarter of 2018 and increased $38 million, or 13%, for the six months ended June 30, 2018 as compared to the prior year. Currency translation ~~impacts~~ increased sales by 53% for the quarter and 4% for the six-month period, primarily driven by the British pound and the Euro. Cost pass-through increased sales by 1% in both the quarter and six-month periods with minimal impact on operating profit. Excluding currency ~~impacts~~and cost pass-through, sales increased 610% in the quarter and 8% in the six-month period due to higher volumes to the aerospace and industrial end-~~market~~markets and higher price.

Surface Technologies segment operating profit increased $26 million, or 824% in the ~~first~~second quarter of 2018 and increased $8 million, or 16%, for the six months ended June 30, 2018 as compared to the prior year. Excluding currency ~~impacts~~, operating profit increased 422% for the quarter and 13% for the six-month period due to increased volumes and price, partially offset by higher costs related to project ramp up costs.

3641

Table of Contents

Currency

The results of Praxair’s non-U.S. operations are translated to the company’s reporting currency, the U.S. dollar, from the functional currencies. For most foreign operations, Praxair uses the local currency as its functional currency. There is inherent variability and unpredictability in the relationship of these functional currencies to the U.S. dollar and such currency movements may materially impact Praxair’s results of operations in any given period.

To help understand the reported results, the following is a summary of the significant currencies underlying Praxair’s consolidated results and the exchange rates used to translate the financial statements (rates of exchange expressed in units of local currency per U.S. dollar):

	Percentage of YTD 2018 Consolidated Sales		Exchange Rate forIncome Statement		Exchange Rate forBalance Sheet
			Year-To-Date Average		~~March~~June 3130,	December 31,
Currency			2018	2017	2018	2017
Euro	14	%	0.8183	0.9492	0.8186	0.83
Brazilian real	109	%	3.2541	3.1418	3.3286	3.31
Canadian dollar	7	%	1.2628	1.3233	1.2931	1.26
Chinese yuan	7	%	6.3637	6.8988	6.2862	6.51
Mexican peso	5	%	1819.7103	2019.2637	1819.1891	19.66
Korean won	4	%	1,~~072~~076	1,~~153~~142	1,~~064~~115	1,067
India rupee	3	%	6465.3765	6765.0070	6568.1847	63.87
Argentine peso	1	%	1921.6830	15.6669	2028.1585	18.65
British pound	1	%	0.7273	0.8179	0.7176	0.74
Norwegian krone	1	%	7.8493	8.4348	78.8415	8.20

3742

Table of Contents

Liquidity, Capital Resources and Other Financial Data

The following selected cash flow information provides a basis for the discussion that follows:

(Millions of dollars)	~~Three~~Six months ended ~~March~~June 3130,
	2018			2017
NET CASH PROVIDED BY (USED FOR):
OPERATING ACTIVITIES
Net income (including noncontrolling interests)	$	~~472~~971		$	~~404~~824
Non-cash charges (credits):
Add: Depreciation and amortization	~~311~~622			~~287~~579
Add: Deferred income taxes	1110			2248
Add: Share-based compensation	421			1228
Add: Transaction costs and other charges, net of payments (a)	1415			617
Net income adjusted for non-cash charges	~~812~~1,639			~~731~~1,496
Less: Working capital	(~~170~~138		)	(~~106~~164		)
Less: Pension contributions	(410		)	(36		)
Other	50(13		)	8885
Net cash provided by operating activities	$	~~688~~1,478		$	~~710~~1,411
INVESTING ACTIVITIES
Capital expenditures	(~~325~~676		)	(~~327~~652		)
Acquisitions, net of cash acquired	—			(12		)
Divestitures and asset sales	769			417
Net cash used for investing activities	$	(~~318~~607	)	$	(~~324~~637	)
FINANCING ACTIVITIES
Debt increase (decrease) - net	(~~215~~492		)	(~~173~~305		)
Issuances (purchases) of common stock - net	2943			1559
Cash dividends - Praxair, Inc. shareholders	(~~237~~474		)	(~~225~~450		)
Noncontrolling interest transactions and other	(622		)	(1384		)
Net cash provided by (used for) financing activities	$	(~~429~~945	)	$	(~~396~~780	)
Effect of exchange rate changes on cash and cash equivalents	$	(1364	)	$	517
Cash and cash equivalents, end-of-period	$	~~545~~479		$	~~519~~535

(a) See Note 2 to the consolidated financial statements.

Cash Flow from Operations

Cash provided by operations of $~~688~~1,478 million for the ~~three~~six months ended ~~March~~June 3130, 2018 ~~decreased~~increased $2267 million, or 35%, versus 2017. The ~~decrease~~increase was ~~primarily~~driven ~~attributable~~by tohigher ~~timing~~net ofincome ~~tax~~adjusted ~~payments~~for ~~and~~non-cash ~~timing~~charges ofand ~~dividends~~lower ~~from~~working ~~equity~~capital ~~investments~~requirements, ~~primarily~~partially inoffset ~~China,~~by ~~which~~timing ~~more~~of ~~than~~dividends ~~offset the increase~~ from ~~net~~equity ~~income~~investments, ~~adjusted~~primarily ~~for~~in ~~non-cash charges~~China.

Praxair estimates that total 2018 required contributions to its pension plans will be in the range of $15 million to $20 million, of which $410 million has been made through ~~March~~June 3130, 2018. At a minimum, Praxair contributes to its pension plans to comply with local regulatory requirements (e.g., ERISA in the United States). Discretionary contributions in excess of the local minimum requirements are made based on many factors, including long-term projections of the plans' funded status, the economic environment, potential risk of overfunding, pension insurance costs and alternative uses of the cash. Changes to these factors can impact the amount and timing of discretionary contributions from year to year.

3843

Table of Contents

Investing

Net cash used for investing of $~~318~~607 million for the ~~three~~six months ended ~~March~~June 3130, 2018 decreased $630 million versus 2017.

Capital expenditures for the ~~three~~six months ended ~~March~~June 3130, 2018 were $~~325~~676 million, $224 million ~~less~~higher than the prior year. Capital expenditures related primarily to investments in new plant and production equipment for growth and density. Approximately 65% of the capital expenditures were in North America.

Acquisition spend was immaterial for both the ~~three~~six months ended ~~March~~June 3130, 2018 and 2017.

Divestitures and asset sales for the ~~three~~six months ended ~~March~~June 3130, 2018 and 2017 were $769 million and $417 million, respectively. The 2018 period includes proceeds related to asset disposals primarily in North America.

Financing

Cash used by financing activities was $~~429~~945 million for the ~~three~~six months ended ~~March~~June 3130, 2018. Cash dividends of $~~237~~474 million were higher than the prior year due to a 5% increase in quarterly dividends per share from 78.75 cents per share to 82.5 cents per share. Net issuances of common stock ~~increased~~decreased $1416 million ~~due primarily to fewer share repurchases~~. Noncontrolling interest transactions and other for the ~~three~~six months ended ~~March~~June 3130, 2018 and 2017 were $622 million and $1384 million, respectively. Amounts paid in 2017 include dividends paid to noncontrolling interests and repayment of project advances.

In March 2018, Praxair repaid $500 million of 1.20% rate notes that became due.

~~Praxair's~~In ~~debt-to-capital~~June ~~ratio was 54.6% at March 31,~~ 2018 ~~versus 59.7% at March 31~~, ~~2017.~~the ~~This~~company's ~~decrease was primarily attributable to a reduction in net debt of~~ $~~552~~500 million ~~and~~364-day anrevolving ~~increase~~credit infacility ~~equity~~with ~~due~~a tosyndicate ~~earnings net~~ of ~~dividends~~banks ~~declared. See~~expired ~~the "Non-GAAP Financial Measures" section below for definitions~~ and ~~reconciliations~~was ofnot ~~these non-GAAP measures to reported GAAP amounts~~renewed.

Praxair's debt-to-capital ratio was 54.9% at June 30, 2018 versus 58.5% at June 30, 2017. This decrease was primarily attributable to a reduction in net debt of $853 million and an increase in equity due to earnings net of dividends declared. See the "Non-GAAP Financial Measures" section below for definitions and reconciliations of these non-GAAP measures to reported GAAP amounts.

Debt Covenants

Praxair’s $2.5 billion senior unsecured credit facility, ~~$500 million 364-day revolving credit facility,~~ and long-term debt agreements contain various covenants (refer to Note 5 to the condensed consolidated financial statements and Note 11 to the consolidated financial statements of Praxair’s 2017 Annual Report on Form 10-K). The only financial covenant requires Praxair not to exceed a maximum 70% leverage ratio, as defined in the agreements. For purposes of the leverage ratio calculation, consolidated shareholders' equity excludes changes in the cumulative foreign currency translation adjustments after June 30, 2011. At ~~March~~June 3130, 2018 and December 31, 2017, the actual leverage ratio calculated in accordance with the agreements was 4846% and 49%, respectively.

Legal Proceedings

See Note 12 to the condensed consolidated financial statements.

Non-GAAP Financial Measures

The following non-GAAP measures are intended to supplement investors’ understanding of the company’s financial information by providing measures which investors, financial analysts and management use to help evaluate the company’s financial leverage and operating performance. Special items which the company does not believe to be indicative of on-going business performance are excluded from these calculations so that investors can better evaluate and analyze historical and future business trends on a consistent basis. Definitions of these non-GAAP measures may not be comparable to similar definitions used by other companies and are not a substitute for similar GAAP measures.

The non-GAAP measures in the following reconciliations are presented in the MD&A.

3944

Table of Contents

Adjusted Amounts

	Quarter Ended March 31,
	Quarter Ended June 30,					Six Months Ended June 30,
(Dollar amounts in millions, except per share data)	2018			2017		2018			2017
Adjusted Operating Profit
Reported operating profit	$	~~653~~689		$	~~567~~606	$	1,342		$	1,173
Add: Transaction costs and other charges	1924			615		43			21
Total adjustments	19			6
Adjusted operating profit	$	713		$	621	$	1,385		$	1,194
Adjusted operating profit	$	672		$	573
Reported percent change	14		%			14		%
Reported percent change	15		%
Adjusted percent change	15		%			16		%
Adjusted percent change	17		%
Adjusted Income Taxes and Effective Tax Rate
Adjusted Income Taxes and Effective Tax Rate
Reported income taxes	$	158		$	157	$	306		$	306
Reported income taxes	$	148		$	149
Add: Transaction costs and other charges	3			—		5			—
Add: Transaction costs and other charges	2			—
Adjusted income taxes	$	161		$	157	$	311		$	306
Total adjustments	2			—
Adjusted income taxes	$	150		$	149

Adjusted Effective Tax Rate
Reported income before income taxes and equity investments	$	~~605~~643		$	~~541~~566		$	1,248		$	1,107
Add: Transaction costs and other charges	1924			615			43			21
Total adjustments	19			6
Adjusted income before income taxes and equity investments	$	667		$	581		$	1,291		$	1,128
Adjusted income before income taxes and equity investments	$	624		$	547
Reported effective tax rate	24.6		%	27.7		%	24.5		%	27.6		%
Reported effective tax rate	24.5		%	27.5		%
Adjusted effective tax rate	24.1		%	27.0		%	24.1		%	27.1		%
Adjusted effective tax rate	24.0		%	27.2		%
Adjusted Noncontrolling Interests
Adjusted Noncontrolling Interests
Reported noncontrolling interests	$	19		$	14		$	29		$	29
Reported noncontrolling interests	$	10		$	15
Add: Cost reduction program	—			—			(1		)	—
Add: Cost reduction program	(1		)	—
Adjusted Noncontrolling Interests	$	19		$	14		$	28		$	29
Total adjustments	(1		)	—
Adjusted Net Income - Praxair, Inc.
Adjusted Noncontrolling Interests	$	9		$	15
Reported net income - Praxair, Inc.	$	480		$	406		$	942		$	795
Adjusted Net Income - Praxair, Inc.
Add: Transaction costs and other charges	21			15			38			21
Reported net income - Praxair, Inc.	$	462		$	389
Add: Cost reduction program	—			—			1			—
Add: Transaction costs and other charges	17			6
Total adjustments	21			15			39			21
Add: Cost reduction program	1			—
Adjusted net income - Praxair, Inc.	$	501		$	421		$	981		$	816
Total adjustments	18			6
Reported percent change	18		%				18		%
Adjusted net income - Praxair, Inc.	$	480		$	395
Adjusted percent change	19		%				20		%
Reported percent change	19		%
Adjusted percent change	22		%

Adjusted Diluted Earnings Per Share
Reported diluted EPS	$	1.5965		$	1.3541	$	3.24		$	2.76
Add: Transaction costs and other charges	0.0607			0.0205		0.13			0.07
Total adjustments	$	0.06		$	0.02
Adjusted diluted EPS	$	1.72		$	1.46	$	3.37		$	2.83
Adjusted diluted EPS	$	1.65		$	1.37
Reported percent change	17		%			17		%
Reported percent change	18		%
Adjusted percent change	18		%			19		%
Adjusted percent change	20		%

4045

Table of Contents

EBITDA, Adjusted EBITDA, EBITDA Margin and Adjusted EBITDA Margin

These measures are used by investors, financial analysts and management to assess a company’s profitability.

	Quarter Ended March 31,
	Quarter Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
(Dollar amounts in millions)
Reported net income - Praxair, Inc.	$	~~462~~480		$	~~389~~406		$	942		$	795
Add: noncontrolling interest	1019			1514			29			29
Add: interest expense - net	4644			4138			90			79
Add: net pension and OPEB cost (benefit), excluding service cost	2			~~(15~~2		)	4			(13		)
Add: income taxes	~~148~~158			~~149~~157			306			306
Add: depreciation and amortization	311			~~287~~292			622			579
EBITDA	$	~~979~~1,014		$	~~866~~909		$	1,993		$	1,775
Adjustments:
Add: Transaction costs	$	1924		$	615		$	43		$	21
ADJUSTED EBITDA	$	~~998~~1,038		$	~~872~~924		$	2,036		$	1,796
Reported Sales	$	23,~~999~~061		$	2,~~728~~834		$	6,060		$	5,562
EBITDA Margin	3233.61		%	3132.71		%	32.9		%	31.9		%
Adjusted EBITDA Margin	33.39		%	32.06		%	33.6		%	32.3		%

Net Debt, Capital and Debt-to-Capital Ratio

The debt-to-capital ratio is a measure used by investors, financial analysts and management to provide a measure of financial leverage and insights into how the company is financing its operations.

	Three Months Ended March 31,
	Six Months Ended June 30,
	2018			2017
(Dollar amounts in millions)
Debt	$	8,~~842~~458		$	9,~~368~~367
Less: cash and cash equivalents	(~~545~~479		)	(~~519~~535		)
Net debt	87,~~297~~979			8,~~849~~832
Equity and redeemable noncontrolling interests
Redeemable noncontrolling interests	1314			10
Praxair, Inc. shareholders’ equity	6,~~368~~027			5,~~529~~807
Noncontrolling interests	~~516~~501			~~436~~453
Total equity and redeemable noncontrolling interests	6,~~897~~542			56,~~975~~270
Capital	$	1514,~~194~~521		$	1415,~~824~~102
DEBT-TO-CAPITAL RATIO	54.69		%	5958.75		%

4146

Table of Contents

Forward-looking Statements

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s reasonable expectations and assumptions as of the date the statements are made but involve risks and uncertainties. These risks and uncertainties include, without limitation: the expected timing and likelihood of the completion of the contemplated business combination with Linde AG, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals that could reduce anticipated benefits or cause the parties to abandon the transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination agreement; the ability to successfully complete the proposed business combination, including satisfying closing conditions; the success of the business following the proposed business combination; the ability to successfully integrate the Praxair and Linde businesses; the risk that the combined company may be unable to achieve expected synergies or that it may take longer or be more costly than expected to achieve those synergies; the performance of stock markets generally; developments in worldwide and national economies and other international events and circumstances; changes in foreign currencies and in interest rates; the cost and availability of electric power, natural gas and other raw materials; the ability to achieve price increases to offset cost increases; catastrophic events including natural disasters, epidemics and acts of war and terrorism; the ability to attract, hire, and retain qualified personnel; the impact of changes in financial accounting standards; the impact of changes in pension plan liabilities; the impact of tax, environmental, healthcare and other legislation and government regulation in jurisdictions in which the company operates, including the impact of the U.S. Tax Cuts and Jobs Act of 2017; the cost and outcomes of investigations, litigation and regulatory proceedings; the impact of potential unusual or non-recurring items; continued timely development and market acceptance of new products and applications; the impact of competitive products and pricing; future financial and operating performance of major customers and industries served; the impact of information technology system failures, network disruptions and breaches in data security; and the effectiveness and speed of integrating new acquisitions into the business. These risks and uncertainties may cause actual future results or circumstances to differ materially from the GAAP or adjusted projections or estimates contained in the forward-looking statements. The company assumes no obligation to update or provide revisions to any forward-looking statement in response to changing circumstances. The above listed risks and uncertainties are further described in Item 1A (Risk Factors) in the company's latest Annual Report on Form 10-K filed with the SEC and in the proxy statement/prospectus and the offering prospectus included in the Registration Statement on Form S-4 (which Registration Statement was declared effective on August 14, 2017) filed by Linde plc with the SEC which should be reviewed carefully. Please consider the company’s forward-looking statements in light of those risks.

4247

Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Refer to Item 7A. to Part II of Praxair’s 2017 Annual Report on Form 10-K for discussion.

Item 4. Controls and Procedures

(a)

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 quarterly 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 of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and accumulated and communicated to management including Praxair’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.


(b)	There were no changes in Praxair’s internal control over financial reporting that occurred during the quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, Praxair’s internal control over financial reporting.

4348

Table of Contents

PART II - OTHER INFORMATION

Praxair, Inc. and Subsidiaries

Item 1. Legal Proceedings

See Note 12 to the condensed consolidated financial statements for a description of current legal proceedings.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in Item 1a to Part I of Praxair’s 2017 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

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 quarter ended ~~March~~June 3130, 2018 is provided below:

Period	Total Numberof SharesPurchased(Thousands)	AveragePrice PaidPer Share		Total Numbers of SharesPurchased as Part ofPublicly AnnouncedProgram (1) (Thousands)	Approximate DollarValue of Shares thatMay Yet be PurchasedUnder the Program (2)(Millions)
January 2018	—	$	—	—	$	1,580
April 2018	—	$	—	—	$	1,579
February 2018	—	$	—	—	$	1,580
May 2018	2	$	151.89	2	$	1,579
March 2018	3	$	158.56	3	$	1,580
June 2018	—	$	—	—	$	1,579
First Quarter 2018	3	$	158.56	3	$	1,580
Second Quarter 2018	2	$	151.89	2	$	1,579


(1)	On January 28, 2014, the Company's board of directors approved the repurchase of $1.5 billion of its common stock ("2014 program") which could take place from time to time on the open market (which could include the use of 10b5-1 trading plans) or through negotiated transactions, subject to market and business conditions.

(2) As of ~~March~~June 3130, 2018, the Company purchased $1,~~420~~421 million of its common stock pursuant to the 2014 program, leaving an additional $8079 million remaining authorized under the 2014 program. The 2014 program does not have any stated expiration date. In addition, on July 28, 2015, the Company’s board of directors approved the repurchase of $1.5 billion of its common stock (“2015 program”) which could take place from time to time on the open market (which could include the use of 10b5-1 trade plans) or through negotiated transactions, subject to market and business conditions. The 2015 program does not have any stated expiration date. The 2015 program is in addition to the 2014 program.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

4449

Table of Contents

Item 6. Exhibits

(a)	Exhibits
	*10.01	Separation Agreement and General Release dated April 6, 2018, by and between Praxair, Inc. and Scott Telesz, Executive Vice President of Praxair
	10.1	Limited waiver, dated as of June 22, 2018, to the Credit Agreement, dated as of December 19, 2014, as amended, among Praxair, Inc., the Eligible Subsidiaries party thereto from time to time, the lenders party thereto from time to time and Bank of America, N.A., as Administrative Agent, is filed herewith
	12.01	Computation of Ratio of Earnings to Fixed Charges.
	31.01	Rule 13a-14(a) Certification
	31.02	Rule 13a-14(a) Certification
	32.01	Section 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).
	32.02	Section 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).
	101.INS	XBRL Instance Document
	101.SCH	XBRL Taxonomy Extension Schema
	101.CAL	XBRL Taxonomy Extension Calculation Linkbase
	101.LAB	XBRL Taxonomy Extension Label Linkbase
	101.PRE	XBRL Taxonomy Extension Presentation Linkbase
	101.DEF	XBRL Taxonomy Extension Definition Linkbase

* Indicates a management contract or compensatory plan or arrangement.

4550

Table of Contents

SIGNATURE

Praxair, Inc. and Subsidiaries

Pursuant to the requirements 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: April 26, 2018		By: /s/ Kelcey E. Hoyt
Date: July 26, 2018		By: /s/ Kelcey E. Hoyt
		Kelcey E. Hoyt
		Vice President and Controller
		(On behalf of the Registrant
		and as Chief Accounting Officer)

4651

Filing Compare · LINDE INC