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 ~~June~~September 30, 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 ~~June~~September 30, 2018, 287,~~575~~856,~~784~~237 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 June 30, 2018 and 2017 (Unaudited)	3
	Consolidated Statements of Income - Praxair, Inc. and Subsidiaries Six Months Ended June 30, 2018 and 2017 (Unaudited)	4
	Consolidated Statements of Comprehensive Income - Praxair, Inc. and Subsidiaries Quarters Ended June 30, 2018 and 2017 (Unaudited)	5
	Consolidated Statements of Comprehensive Income - Praxair, Inc. and Subsidiaries Six Months Ended June 30, 2018 and 2017 (Unaudited)	6
	Condensed Consolidated Balance Sheets - Praxair, Inc. and Subsidiaries June 30, 2018 and December 31, 2017 (Unaudited)	7
	Condensed Consolidated Statements of Cash Flows - Praxair, Inc. and Subsidiaries Six Months Ended June 30, 2018 and 2017 (Unaudited)	8
	Notes to Condensed Consolidated Financial Statements - Praxair, Inc. and Subsidiaries (Unaudited)	9
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	49
Item 1A.	Risk Factors	49
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49
Item 3.	Defaults Upon Senior Securities	49
Item 4.	Mine Safety Disclosures	49
Item 5.	Other Information	49
Item 6.	Exhibits	50
Signature		51

INTRODUCTORY NOTE

On October 31, 2018, Praxair, Inc. (“Praxair” or the “Company”) and Linde Aktiengesellschaft, a stock corporation incorporated under the laws of Germany (“Linde AG”), combined under Linde plc, a public limited company incorporated under the laws of Ireland (“Linde plc”), as contemplated by the business combination agreement, dated June 1, 2017, as amended on August 10, 2017 (the “Business Combination Agreement”), by and among the Company, Linde AG, Linde plc, Zamalight Holdco LLC and Zamalight Subco, Inc. Pursuant to the Business Combination Agreement, (i) Praxair became an indirect wholly-owned subsidiary of Linde plc through the merger of Zamalight Subco, Inc., an indirect wholly-owned Delaware subsidiary of Linde plc with and into Praxair, and (ii) Linde AG became an indirect subsidiary of Linde plc through an exchange offer by Linde plc for each issued and outstanding bearer share of Linde AG. On October 31, 2018, Linde plc filed a Current Report on Form 8-K with the Securities and Exchange Commission (“SEC”) that established Linde plc as the successor issuer to Praxair under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

This Quarterly Report on Form 10-Q relates to the Company's quarter ended September 30, 2018, which was prior to the completion of the Business Combination.

Table of Contents



INDEX

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Statements of Income - Praxair, Inc. and Subsidiaries Quarters Ended September 30, 2018 and 2017 (Unaudited)	3

	Consolidated Statements of Income - Praxair, Inc. and Subsidiaries Nine Months Ended September 30, 2018 and 2017 (Unaudited)	4

	Consolidated Statements of Comprehensive Income - Praxair, Inc. and Subsidiaries Quarters Ended September 30, 2018 and 2017 (Unaudited)	5

	Consolidated Statements of Comprehensive Income - Praxair, Inc. and Subsidiaries Nine Months Ended September 30, 2018 and 2017 (Unaudited)	6

	Condensed Consolidated Balance Sheets - Praxair, Inc. and Subsidiaries September 30, 2018 and December 31, 2017 (Unaudited)	7

	Condensed Consolidated Statements of Cash Flows - Praxair, Inc. and Subsidiaries Nine Months Ended September 30, 2018 and 2017 (Unaudited)	8

	Notes to Condensed Consolidated Financial Statements - Praxair, Inc. and Subsidiaries (Unaudited)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	52

Item 4.	Controls and Procedures	52

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	53

Item 1A.	Risk Factors	53

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53

Item 3.	Defaults Upon Senior Securities	53

Item 4.	Mine Safety Disclosures	53

Item 5.	Other Information	53

Item 6.	Exhibits	54

Signature		55

Table of Contents

PRAXAIR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Millions of dollars, except per share data)

(UNAUDITED)

	Quarter Ended June 30,
	Quarter Ended September 30,
	2018			2017
SALES	$	3,~~061~~024		$	2,~~834~~922
Cost of sales, exclusive of depreciation and amortization	1,~~723~~714			1,~~599~~652
Selling, general and administrative	~~307~~294			~~305~~300
Depreciation and amortization	~~311~~306			~~292~~298
Research and development	2423			23
Transaction costs and other charges	2431			1514
Other income (expense) - net	1713			6(3		)
OPERATING PROFIT	~~689~~669			~~606~~632
Interest expense - net	4440			3841
Net pension and OPEB cost (benefit), excluding service cost	26			26
INCOME BEFORE INCOME TAXES AND EQUITY INVESTMENTS	~~643~~623			~~566~~585
Income taxes	~~158~~156			~~157~~162
INCOME BEFORE EQUITY INVESTMENTS	~~485~~467			~~409~~423
Income from equity investments	1413			1112
NET INCOME (INCLUDING NONCONTROLLING INTERESTS)	~~499~~480			~~420~~435
Less: noncontrolling interests	(19		)	(1416		)
NET INCOME - PRAXAIR, INC.	$	~~480~~461		$	~~406~~419
PER SHARE DATA - PRAXAIR, INC. SHAREHOLDERS
Basic earnings per share	$	1.6760		$	1.4246
Diluted earnings per share	$	1.6558		$	1.4145
Cash dividends per share	$	0.825		$	0.7875
WEIGHTED AVERAGE SHARES OUTSTANDING (000’s):
Basic shares outstanding	~~287~~288,~~803~~093			286,~~090~~467
Diluted shares outstanding	~~290~~291,~~908~~513			~~288~~289,~~535~~216

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,
	Nine months ended September 30,
	2018			2017
SALES	$	69,~~060~~084		$	58,~~562~~484
Cost of sales, exclusive of depreciation and amortization	35,~~400~~114			34,~~148~~800
Selling, general and administrative	~~617~~911			~~595~~895
Depreciation and amortization	~~622~~928			~~579~~877
Research and development	4871			4669
Transaction costs and other charges	4374			2135
Other income (expense) - net	1225			—(3		)
OPERATING PROFIT	12,~~342~~011			1,~~173~~805
Interest expense - net	90130			79120
Net pension and OPEB cost (benefit), excluding service cost	410			(137		)
INCOME BEFORE INCOME TAXES AND EQUITY INVESTMENTS	1,~~248~~871			1,~~107~~692
Income taxes	~~306~~462			~~306~~468
INCOME BEFORE EQUITY INVESTMENTS	~~942~~1,409			~~801~~1,224
Income from equity investments	2942			2335
NET INCOME (INCLUDING NONCONTROLLING INTERESTS)	~~971~~1,451			~~824~~1,259
Less: noncontrolling interests	(2948		)	(2945		)
NET INCOME - PRAXAIR, INC.	$	~~942~~1,403		$	~~795~~1,214
PER SHARE DATA - PRAXAIR, INC. SHAREHOLDERS
Basic earnings per share	$	34.2787		$	24.7824
Diluted earnings per share	$	34.2482		$	24.7621
Cash dividends per share	$	1.65		$	1.575
WEIGHTED AVERAGE SHARES OUTSTANDING (000’s):
Basic shares outstanding	287,~~654~~800			~~285~~286,~~799~~022
Diluted shares outstanding	~~290~~291,~~926~~275			288,~~067~~524

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

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PRAXAIR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Millions of dollars)

(UNAUDITED)

	Quarter Ended June 30,
	Quarter Ended September 30,
	2018			2017
NET INCOME (INCLUDING NONCONTROLLING INTERESTS)	$	~~499~~480		$	~~420~~435
OTHER COMPREHENSIVE INCOME (LOSS)
Translation adjustments:
Foreign currency translation adjustments	(~~640~~89		)	(1204		)
Income taxes	(32		)	5519
Translation adjustments	(~~643~~87		)	54223
Funded status - retirement obligations (Note 11):
Retirement program remeasurements	(93		)	(179		)
Reclassifications to net income	1722			1619
Income taxes	(25		)	1(4		)
Funded status - retirement obligations	620			—6
Derivative instruments (Note 6):
Current quarter unrealized gain (loss)	—			1—
Reclassifications to net income	—			—
Income taxes	—			(1—		)
Derivative instruments	—			—
TOTAL OTHER COMPREHENSIVE INCOME (LOSS)	(~~637~~67		)	54229
COMPREHENSIVE INCOME (LOSS) (INCLUDING NONCONTROLLING INTERESTS)	~~(138~~413		)	~~474~~664
Less: noncontrolling interests	2(12		)	(2726		)
COMPREHENSIVE INCOME (LOSS) - PRAXAIR, INC.	$	~~(136~~401	)	$	~~447~~638

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

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PRAXAIR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Millions of dollars)

(UNAUDITED)

	Six months ended June 30,
	Nine months ended September 30,
	2018			2017
NET INCOME (INCLUDING NONCONTROLLING INTERESTS)	$	~~971~~1,451		$	~~824~~1,259
OTHER COMPREHENSIVE INCOME (LOSS)
Translation adjustments:
Foreign currency translation adjustments	(~~534~~623		)	~~316~~520
Income taxes	68			5877
Translation adjustments	(~~528~~615		)	~~374~~597
Funded status - retirement obligations (Note 11):
Retirement program remeasurements	(85		)	(2029		)
Reclassifications to net income	3456			2039
Income taxes	(611		)	—(4		)
Funded status - retirement obligations	2040			—6
Derivative instruments (Note 6):
Current period unrealized gain (loss)	—			—
Reclassifications to net income	—			—
Income taxes	—			—
Derivative instruments	—			—
TOTAL OTHER COMPREHENSIVE INCOME (LOSS)	(~~508~~575		)	~~374~~603
COMPREHENSIVE INCOME (INCLUDING NONCONTROLLING INTERESTS)	463			1,198
COMPREHENSIVE INCOME (LOSS) (INCLUDING NONCONTROLLING INTERESTS)	876			1,862
Less: noncontrolling interests	(1931		)	(4773		)
COMPREHENSIVE INCOME - PRAXAIR, INC.	$	444		$	1,151
COMPREHENSIVE INCOME (LOSS) - PRAXAIR, INC.	$	845		$	1,789

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

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PRAXAIR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Millions of dollars)

(UNAUDITED)

	June 30, 2018			December 31, 2017
	September 30, 2018			December 31, 2017
ASSETS
Cash and cash equivalents	$	~~479~~600		$	617
Accounts receivable - net	1,~~877~~852			1,804
Inventories	~~606~~622			614
Prepaid and other current assets	~~202~~231			250
TOTAL CURRENT ASSETS	3,~~164~~305			3,285
Property, plant and equipment (less accumulated depreciation of $13,821 in 2018 and $13,819 in 2017)	11,701			12,057
Property, plant and equipment (less accumulated depreciation of $13,987 in 2018 and $13,819 in 2017)	11,725			12,057
Goodwill	3,~~200~~201			3,233
Other intangible assets - net	~~525~~513			553
Other long-term assets	1,~~246~~235			1,308
TOTAL ASSETS	$	19,~~836~~979		$	20,436
LIABILITIES AND EQUITY
Accounts payable	$	~~967~~978		$	972
Short-term debt	~~250~~115			238
Current portion of long-term debt	~~979~~1,582			979
Other current liabilities	1,~~083~~185			1,118
TOTAL CURRENT LIABILITIES	3,~~279~~860			3,307
Long-term debt	76,~~229~~615			7,783
Other long-term liabilities	2,~~786~~754			2,824
TOTAL LIABILITIES	13,~~294~~229			13,914
Commitments and contingencies (Note 12)
Redeemable noncontrolling interests (Note 14)	1415			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,~~066~~088			4,084
Retained earnings	13,~~690~~913			13,224
Accumulated other comprehensive income (loss) (Note 14)	(4,~~596~~656		)	(4,098		)
Less: Treasury stock, at cost (2018 - 95,654,841 shares and 2017 - 96,453,634 shares)	(7,137		)	(7,196		)
Less: Treasury stock, at cost (2018 - 95,374,388 shares and 2017 - 96,453,634 shares)	(7,117		)	(7,196		)
Total Praxair, Inc. Shareholders’ Equity	6,~~027~~232			6,018
Noncontrolling interests	~~501~~503			493
TOTAL EQUITY	6,~~528~~735			6,511
TOTAL LIABILITIES AND EQUITY	$	19,~~836~~979		$	20,436

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

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PRAXAIR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Millions of dollars)

(UNAUDITED)

	Six months ended June 30,
	Nine months ended September 30,
	2018			2017
OPERATIONS
Net income - Praxair, Inc.	$	~~942~~1,403		$	~~795~~1,214
Noncontrolling interests	2948			2945
Net income (including noncontrolling interests)	~~971~~1,451			~~824~~1,259
Adjustments to reconcile net income to net cash provided by operating activities:
Transaction costs and other charges, net of payments	1535			1727
Depreciation and amortization	~~622~~928			~~579~~877
Deferred income taxes	10(6		)	4822
Share-based compensation	2140			2844
Working capital:
Accounts receivable	(~~147~~121		)	(9583		)
Inventory	(1029		)	(511		)
Prepaid and other current assets	253			(4064		)
Payables and accruals	(6101		)	~~(24~~11		)
Pension contributions	(1017		)	(614		)
Long-term assets, liabilities and other	(1336		)	85137
Net cash provided by operating activities	12,~~478~~349			12,~~411~~205
INVESTING
Capital expenditures	(~~676~~1,056		)	(~~652~~972		)
Acquisitions, net of cash acquired	—(6		)	(218		)
Divestitures and asset sales	6977			1722
Net cash used for investing activities	(~~607~~985		)	(~~637~~968		)
FINANCING
Short-term debt borrowings (repayments) - net	13(122		)	(~~157~~353		)
Long-term debt borrowings	—2			1011
Long-term debt repayments	(505		)	(~~158~~160		)
Issuances of common stock	4470			7090
Purchases of common stock	(12		)	(11		)
Cash dividends - Praxair, Inc. shareholders	(~~474~~712		)	(~~450~~675		)
Noncontrolling interest transactions and other	(2233		)	(8485		)
Net cash provided by (used for) financing activities	(~~945~~1,302		)	(~~780~~1,183		)
Effect of exchange rate changes on cash and cash equivalents	(6479		)	1729
Change in cash and cash equivalents	(~~138~~17		)	1183
Cash and cash equivalents, beginning-of-period	617			524
Cash and cash equivalents, end-of-period	$	~~479~~600		$	~~535~~607

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	10
Note 2. Transaction Costs and Other Charges	11
Note 3. Acquisitions	11
Note 4. Supplemental Information	1112
Note 5. Debt	1213
Note 6. Financial Instruments	13
Note 7. Fair Value Disclosures	1617
Note 8. Earnings Per Share – Praxair, Inc. Shareholders	1617
Note 9. Goodwill and Other Intangible Assets	1718
Note 10. Share-Based Compensation	1920
Note 11. Retirement Programs	2122
Note 12. Commitments and Contingencies	2223
Note 13. Segments	2324
Note 14. Equity and Noncontrolling Interests	2425
Note 15. Revenue Recognition	2627
Note 16. Income Taxes	2829
Note 17. Proposed Business Combination with Linde AG	29
Note 17. Business Combination with Linde AG	30

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.

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

OnTransaction ~~June~~costs 1,and ~~2017~~other ~~Praxair~~charges were $31 million and ~~Linde~~$74 AGmillion (~~"Linde")~~$29 ~~entered~~million ~~into~~and a$67 ~~business~~million ~~combination~~after-tax ~~agreement,~~and ~~pursuant~~noncontrolling tointerest, ~~which~~or ~~they~~$0.10 ~~agreed~~and to$0.23 ~~combine~~per ~~their~~diluted ~~respective~~share) ~~businesses~~for ~~subject~~the toquarter ~~shareholder~~ and ~~regulatory~~nine ~~approvals~~months ~~(see~~ended ~~Note~~September ~~17).~~30, ~~Praxair~~2018, ~~incurred~~respectively. ~~transaction~~Transaction costs and other charges ~~primarily~~were ~~in connection with the intended business combination totaling~~ $2414 million and $4335 million ~~for the quarter and six months ended June 30, 2018~~ ($2113 million and $3934 million after-tax ~~and noncontrolling interests,~~ or $0.0705 and $0.13 12 per diluted share), ~~respectively. Praxair incurred transaction costs which totaled $15 million and $21 million after-tax~~ for the quarter and ~~six~~nine months ended ~~June~~September 30, 2017 ~~($0~~.~~05 and $0.07 per diluted share), respectively.~~

On October 31, 2018, Praxair and Linde AG combined under Linde plc, as contemplated by the Business Combination Agreement (see Note 17). Praxair incurred transaction costs and other charges primarily in connection with the intended business combination totaling $21 million and $64 million for the quarter and nine months ended September 30, 2018 ($19 million and $57 million after-tax and noncontrolling interests, or $0.07 and $0.20 per diluted share), respectively. Praxair incurred transaction costs which totaled $14 million and $35 million for the quarter and nine months ended September 30, 2017 ($13 million and $34 million after-tax, or $0.05 and $0.12 per diluted share), respectively.

Effective July 1, 2018, Argentina was deemed a highly inflationary economy. As a result, the third quarter of 2018 includes a $10 million charge ($10 million after-tax, or $0.03 per diluted share) associated with the transition to hyper-inflationary accounting in Argentina.

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~~During ~~activity~~the ~~was~~nine ~~immaterial~~months ~~for~~ended ~~the~~September ~~quarter~~30, 2018 and ~~six~~2017, ~~month~~Praxair ~~periods~~had ~~ending~~acquisitions ~~June~~totaling ~~30,~~$6 ~~2018~~million and ~~June~~$18 30million, ~~2017~~respectively, related primarily to acquisitions of packaged gas businesses in North America.

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4. Supplemental Information

Inventories

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

(Millions of dollars)	~~June~~September 30, 2018		December 31, 2017
Inventories
Raw materials and supplies	$	~~222~~218	$	224
Work in process	54		57
Finished goods	~~330~~350		333
Total inventories	$	~~606~~622	$	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 $3231 million and $54 million at ~~June~~September 30, 2018 and December 31, 2017, respectively. These amounts are net of reserves of $4645 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.

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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 ~~June~~September 30, 2018 and December 31, 2017:

(Millions of dollars)	~~June~~September 30, 2018			December 31, 2017
SHORT-TERM
Commercial paper and U.S. bank borrowings	$	~~214~~83		$	202
Other bank borrowings (primarily international)	3632			36
Total short-term debt	~~250~~115			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
1.25% Notes due 2018 (b, c)	475			475
1.90% Notes due 2019	500			500
4.50% Notes due 2019	599			599
1.50% Euro-denominated notes due 2020	~~699~~694			717
2.25% Notes due 2020	299			299
4.05% Notes due 2021	~~498~~499			498
3.00% Notes due 2021	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	~~640~~636			658
2.65% Notes due 2025	398			397
1.625% Euro-denominated notes due 2025	~~578~~574			594
3.20% Notes due 2026	725			725
3.55% Notes due 2042	662			662
Other	10			12
International bank borrowings	3031			33
Obligations under capital leases	43			4
	8,208			8,762
	8,197			8,762
Less: current portion of long-term debt	(~~979~~1,582		)	(979		)
Total long-term debt	76,~~229~~615			7,783
Total debt	$	8,~~458~~312		$	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. On November 7, 2018, Praxair repaid $475 million of 1.25% notes that became due.

(c) ~~June~~September 30, 2018 and December 31, 2017 include a less than $1 million fair value decrease and a less than $1 million increase, respectively, related to hedge accounting. See Note 6 for additional information.

In 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.

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 ~~June~~September 30, 2018 and December 31, 2017 for consolidated subsidiaries:

					Fair Value
	Notional Amounts				Assets				Liabilities
(Millions of dollars)	~~June~~September 30, 2018		December 31, 2017		~~June~~September 30, 2018		December 31, 2017		~~June~~September 30, 2018		December 31, 2017
Derivatives Not Designated as Hedging Instruments:
Currency contracts:
Balance sheet items (a)	$	2,~~266~~099	$	2,693	$	616	$	16	$	256	$	16
Derivatives Designated as Hedging Instruments:
Currency contracts:
Balance sheet items (a)	$	—	$	38	$	—	$	—	$	—	$	2
Forecasted purchases (a)	26		4		—		1		—		—
Interest rate contracts:
Interest rate swaps (a)	475		475		—		—		1		—
Interest rate swaps (a, b)	475		475		—		—		—		—
Total Hedges	$	~~477~~481	$	517	$	—	$	1	$	1—	$	2
Total Derivatives	$	2,~~743~~580	$	3,210	$	616	$	17	$	266	$	18


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


(b)	On November 7, 2018, Praxair repaid $475 million of 1.25% notes that became due and the associated interest rate swap was settled.

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 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.

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.~~

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

As of ~~June~~September 30, 2018, the Company has €1.65 billion ($1.92 billion) of Euro-denominated notes, of which €1.5763 billion ($1.8389 billion) is 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 $~~148~~162 million (long-term debt decreased by $5165 million during the first ~~six~~nine 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 ~~June~~September 30, 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~~matured inon November 7, 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 ~~June~~September 30, 2018, less than $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)					~~June~~September 30, 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		)	(3		)	(4		)
$600 million 4.50% fixed-rate notes that mature in 2019 (b)	2009	16			21			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.

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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 June 30,						Six Months Ended June 30,
	Quarter Ended September 30,						Nine Months Ended September 30,
(Millions of dollars)	2018			2017			2018			2017
Derivatives Not Designated as Hedging Instruments
Currency contracts:
Balance sheet items
Debt-related	$	~~(68~~17	)	$	3019		$	(3215	)	$	~~109~~128
Other balance sheet items	(13		)	(1		)	14			21
Total	$	~~(69~~20	)	$	3118		$	(3111	)	$	~~111~~129

* 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)	~~June~~September 30, 2018		~~June~~September 30, 2017			~~June~~September 30, 2018		~~June~~September 30, 2017
Currency contracts:
Balance sheet items	$	—	$	—(1	)	$	—	$	—
Forecasted purchases	—		1			—		—
Interest rate contracts:
Treasury rate lock contracts	—		—			—		—
Total - pre tax	$	—	$	1—		$	—	$	—
Less: income taxes	—		(1—		)	—		—
Total - Net of Taxes	$	—	$	—		$	—	$	—

	Six Months Ended
	Nine Months Ended
	Amount of Gain (Loss)Recognized in AOCI					Amount of Gain (Loss)Reclassified from AOCI to the Consolidated Statement ofIncome
(Millions of dollars)	~~June~~September 30, 2018		~~June~~September 30, 2017			~~June~~September 30, 2018		~~June~~September 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	$	—	$	—		$	—	$	—

**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

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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~~September 30, 2018	December 31, 2017	~~June~~September 30, 2018		December 31, 2017		~~June~~September 30, 2018	December 31, 2017
Assets
Derivatives	—	—	$	616	$	17	—	—
Liabilities
Derivatives	—	—	$	266	$	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 ~~June~~September 30, 2018, the estimated fair value of Praxair’s long-term debt portfolio was $8,~~216~~164 million versus a carrying value of $8,~~208~~197 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:

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Quarter Ended June 30,

Six Months Ended June 30,

Quarter Ended September 30,

Nine Months Ended September 30,

2018

2017

2018

2017

Numerator (Millions of dollars)

Net income - Praxair, Inc.

~~480~~461

~~406~~419

~~942~~1,403

~~795~~1,214

Denominator (Thousands of shares)

Weighted average shares outstanding

287,~~467~~752

~~285~~286,~~719~~103

287,~~321~~465

285,~~429~~654

Shares earned and issuable under compensation plans

~~336~~341

~~371~~364

~~333~~335

~~370~~368

Weighted average shares used in basic earnings per share

~~287~~288,~~803~~093

286,~~090~~467

287,~~654~~800

~~285~~286,~~799~~022

Effect of dilutive securities

Stock options and awards

3,~~105~~420

2,~~445~~749

3,~~272~~475

2,~~268~~502

Weighted average shares used in diluted earnings per share

~~290~~291,~~908~~513

~~288~~289,~~535~~216

~~290~~291,~~926~~275

288,~~067~~524

Basic Earnings Per Share

1.6760

1.4246

34.2787

24.7824

Diluted Earnings Per Share

1.6558

1.4145

34.2482

24.7621

There were no antidilutive shares for the quarter and ~~six~~nine months ended ~~June~~ September 30, 2018. ~~Stock~~There ~~options~~were ofno ~~2,508,472 and~~antidilutive ~~2,509,162~~shares for the quarter ~~and~~ended ~~six~~September 30, 2017. Stock options of 2,439,499 for nine months ended ~~June~~September 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 ~~six~~nine months ended ~~June~~September 30, 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	—3			—			—			—			—			—3
Purchase adjustments & other	12			—			—			—			—			12
Foreign currency translation	(7—		)	(2227		)	(1216		)	(1		)	(3		)	(4547		)
Balance, June 30, 2018	$	2,207		$	107		$	686		$	60		$	140		$	3,200
Balance, September 30, 2018	$	2,217		$	102		$	682		$	60		$	140		$	3,201

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~~last 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 ~~June~~September 30, 2018.

Changes in the carrying amounts of other intangibles for the ~~six~~nine months ended ~~June~~September 30, 2018 were as follows:

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(Millions of dollars)	Customer &License/UseAgreements			Non-competeAgreements			Patents &Other			Total
Cost:
Balance, December 31, 2017	$	772		$	28		$	52		$	852
Additions	—1			—1			—			—2
Foreign currency translation	(69		)	—			—(1		)	(610		)
Other*	(20		)	(5		)	—			(25		)
Balance, June 30, 2018	$	746		$	23		$	52		$	821
Balance, September 30, 2018	$	744		$	24		$	51		$	819
Less: Accumulated amortization
Balance, December 31, 2017	$	(260	)	$	(18	)	$	(21	)	$	(299	)
Amortization expense	(1928		)	(23		)	(23		)	(2334		)
Foreign currency translation	23			—			—			23
Other*	19			5			—			24
Balance, June 30, 2018	$	(258	)	$	(15	)	$	(23	)	$	(296	)
Balance, September 30, 2018	$	(266	)	$	(16	)	$	(24	)	$	(306	)
Net balance at June 30, 2018	$	488		$	8		$	29		$	525
Net balance at September 30, 2018	$	478		$	8		$	27		$	513

* 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	$	2211
2019	43
2020	41
2021	39
2022	38
Thereafter	~~342~~341
	$	~~525~~513

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10. Share-Based Compensation

Share-based compensation expense of $1719 million ~~($12 million after-tax)~~ and $16 million ~~($1 million after-tax)~~ was recognized during the quarters ended ~~June~~September 30, 2018 and 2017, respectively. ~~The 2018 and 2017 quarters include $2 million and $10 million of excess tax benefits, respectively.~~ Share-based compensation of $2140 million ~~($2 million after-tax)~~ and $2844 million ~~($5 million after-tax)~~ was recognized during the ~~six~~nine months ended ~~June~~September 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 ~~six~~nine months ended ~~June~~September 30, 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:

	Six months ended June 30,
	Nine months ended September 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 ~~June~~September 30, 2018 and changes during the ~~six~~nine-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	(1,~~136~~502	)	9294.2950
Cancelled or Expired	(3563	)	~~126~~128.2791
Outstanding at June 30, 2018	11,241		116.86		6.3	$	464
Outstanding at September 30, 2018	10,847		117.34		6.2	$	471
Exercisable at June 30, 2018	7,521		$	110.02	5.2	$	362
Exercisable at September 30, 2018	7,143		$	110.46	5.0	$	359

The aggregate intrinsic value represents the difference between the company’s closing stock price of $~~158~~160.1573 as of ~~June~~September 30, 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~~nine months ended ~~June~~September 30, 2018 was $1419 million and $7796 million, respectively ($4517 million and $6380 million during the same periods in 2017, respectively).

Cash received from option exercises under all share-based payment arrangements for the quarter and ~~six~~nine months ended ~~June~~September 30, 2018 was $1221 million and $3859 million, respectively ($4418 million and $6381 million for the same periods in 2017). The cash tax benefit realized from share-based compensation totaled $59 million and $1928 million for the quarter and ~~six~~nine months ended ~~June~~September 30, 2018, respectively ($185 million and $2631 million for the same periods in 2017, respectively).

As of ~~June~~September 30, 2018, $3326 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 ~~six~~nine months ended ~~June~~September 30, 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 ~~six~~nine months ended ~~June~~September 30, 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 ~~June~~September 30, 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

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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 six months ended June 30, 2018 was $144.79 ($111.69 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 six months ended June 30, 2017 was $109.68.

The weighted-average fair value of performance-based stock tied to relative TSR performance granted during six months ended June 30, 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 June 30, 2018 and changes during the 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	)	119.98		(89	)	116.29
Cancelled and Forfeited	(150	)	110.12		(14	)	92.93
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 June 30, 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 June 30, 2018, based on current estimates of future performance, $11 million of unrecognized compensation cost related to performance-based awards is expected to be recognized through the first quarter of 2020 and $36 million of unrecognized compensation cost related to the restricted stock awards is expected to be recognized primarily through the first quarter of 2021.

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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 nine months ended September 30, 2018 was $144.79 ($111.70 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 nine months ended September 30, 2017 was $109.68.

The weighted-average fair value of performance-based stock tied to relative TSR performance granted during nine months ended September 30, 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 September 30, 2018 and changes during the nine months then ended (shares based on target amounts, averages are calculated on a weighted basis):



	Performance-Based				Restricted Stock
	Number of Shares (000’s)		Average Grant Date Fair Value		Number of Shares (000’s)		Average Grant Date Fair Value
Non-vested at January 1, 2018	665		$	113.40	264		$	107.56
Granted	—		—		269		144.79
Vested	(78	)	119.98		(89	)	116.22
Cancelled and Forfeited	(151	)	110.32		(17	)	100.23
Non-vested at September 30, 2018	436		$	110.02	427		$	129.52

There are approximately 6 thousand performance-based shares and 3 thousand restricted stock shares that are non-vested at September 30, 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 September 30, 2018, based on current estimates of future performance, $9 million of unrecognized compensation cost related to performance-based awards is expected to be recognized through the first quarter of 2020 and $30 million of unrecognized compensation cost related to the restricted stock awards is expected to be recognized primarily through the first quarter of 2021.

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11. Retirement Programs

The components of net pension and postretirement benefits other than pensions (“OPEB”) costs for the quarter and ~~six~~nine months ended ~~June~~September 30, 2018 and 2017 are shown below:

	Quarter Ended June 30,												Six Months Ended June 30,
	Quarter Ended September 30,												Nine Months Ended September 30,
	Pensions						OPEB						Pensions						OPEB
(Millions of dollars)	2018			2017			2018			2017			2018			2017			2018			2017
Amount recognized in Operating Profit
Service cost	$	12		$	12		$	1—		$	1—		$	2436		$	2335		$	1		$	2
Amount recognized in Net pension and OPEB cost (benefit), excluding service cost
Interest cost	25			25			1			12			5176			5176			23			24
Expected return on plan assets	(4142		)	(40		)	—			—			(83125		)	(80120		)	—			—
Net amortization and deferral	18			17			(1—		)	(1—		)	3654			3451			(2		)	(2		)
Curtailment gain (a)	—			—			—			—			—			—			—			(18		)
	$	2		$	2		$	—		$	—		$	4		$	5		$	—		$	(18	)
Settlement charge	4			2			$	—		$	—		4			2			$	—		$	—
Net periodic benefit cost (benefit)	$	14		$	14		$	1		$	1		$	28		$	28		$	1		$	(16	)
	$	5		$	4		$	1		$	2		$	9		$	9		$	1		$	(16	)
Net periodic benefit cost (benefit)	$	17		$	16		$	1		$	2		$	45		$	44		$	2		$	(14	)

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

~~Praxair~~In ~~estimates~~the ~~that~~third quarters of 2018 ~~required~~and ~~contributions~~2017, toa ~~its~~series of lump sum benefit payments made from the U.S. supplemental pension ~~plans~~plan ~~will~~and bean ininternational pension plan, respectively, triggered settlements of the ~~range~~related pension obligations. Accordingly, Praxair recorded pension settlement charges of $154 million to ($203 million, ofafter-tax ~~which~~or $100.01 per diluted share) and $2 million ~~have~~($1 ~~been~~million ~~made~~after-tax ~~through~~or ~~June 30,~~less ~~2018~~than $0.01 per diluted share) in 2018 and 2017, respectively.

21Praxair estimates that 2018 required contributions to its pension plans will be in the range of $20 million to $25 million, of which $17 million have been made through September 30, 2018.

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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 ~~June~~September 30, 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 $~~210~~205 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$2.2 billion Brazilian reais (US$~~570~~550 million) against White Martins, the Brazil-based subsidiary of Praxair, Inc. In response to a motion for clarification, the fine was reduced to R$1.7 billion Brazilian reais (US$~~440~~425 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.

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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~~nine months ended ~~June~~September 30, 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 June 30,

Six Months Ended June 30,

Quarter Ended September 30,

Nine Months Ended September 30,

(Millions of dollars)

2018

2017

2018

2017

SALES(a)

North America

1,~~594~~613

1,~~505~~518

34,~~157~~770

24,~~963~~481

Europe

~~444~~425

~~383~~407

~~872~~1,297

~~739~~1,146

South America

~~349~~329

~~373~~389

~~714~~1,043

~~742~~1,131

Asia

~~502~~487

~~422~~451

~~978~~1,465

~~817~~1,268

Surface Technologies

~~172~~170

~~151~~157

~~339~~509

~~301~~458

Total sales

3,~~061~~024

2,~~834~~922

69,~~060~~084

58,~~562~~484

	Quarter Ended June 30,						Six Months Ended June 30,
	Quarter Ended September 30,						Nine Months Ended September 30,
(Millions of dollars)	2018			2017			2018			2017
OPERATING PROFIT
North America	$	~~432~~420		$	~~378~~386		$	~~838~~1,258		$	~~735~~1,121
Europe	8781			7479			~~167~~248			~~141~~220
South America	5657			6466			~~110~~167			~~112~~178
Asia	~~107~~110			8088			~~211~~321			~~155~~243
Surface Technologies	3132			2527			5991			5178
Segment operating profit	~~713~~700			~~621~~646			12,~~385~~085			1,~~194~~840
Transaction costs and other charges (Note 2)	(2431		)	(1514		)	(4374		)	(2135		)
Total operating profit	$	~~689~~669		$	~~606~~632		$	12,~~342~~011		$	1,~~173~~805


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

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14. Equity and Redeemable Noncontrolling Interests

Equity

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

	Quarter Ended June 30,
	Quarter Ended September 30,
(Millions of dollars)	2018									2017
Activity	Praxair, Inc.Shareholders’Equity			NoncontrollingInterests			TotalEquity			Praxair, Inc.Shareholders’Equity			NoncontrollingInterests			TotalEquity
Balance, beginning of period	$	6,~~368~~027		$	~~516~~501		$	6,~~884~~528		$	5,~~529~~807		$	~~436~~453		$	56,~~965~~260
Net income (a)	~~480~~461			1819			~~498~~480			~~406~~419			1316			~~419~~435
Other comprehensive income (loss)	(~~616~~60		)	(217		)	(~~637~~67		)	41219			1310			54229
Noncontrolling interests:
Additions (reductions)	—			1—			1—			—			72			72
Dividends and other capital changes	—			(1310		)	(1310		)	—			(166		)	(166		)
Redemption value adjustments	—(1		)	—			—(1		)	—			—			—
Dividends to Praxair, Inc. common stock holders ($0.825 per share in 2018 and $0.7875 per share in 2017)	(~~237~~238		)	—			(~~237~~238		)	(225		)	—			(225		)
Issuances of common stock:
For the dividend reinvestment and stock purchase plan	12			—			12			12			—			12
For employee savings and incentive plans	1523			—			1523			3918			—			3918
Purchases of common stock	(1		)	—			(1		)	—			—			—
Share-based compensation	1719			—			1719			16			—			16
Balance, end of period	$	6,~~027~~232		$	~~501~~503		$	6,~~528~~735		$	56,~~807~~256		$	~~453~~475		$	6,~~260~~731

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	Six Months Ended June 30,
	Nine Months Ended September 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		$	493		$	6,511		$	5,021		$	420		$	5,441
Net income (a)	~~942~~1,403			2746			~~969~~1,449			~~795~~1,214			2844			~~823~~1,258
Other comprehensive income (loss)	(~~498~~558		)	(1017		)	(~~508~~575		)	~~356~~575			1828			~~374~~603
Noncontrolling interests:
Additions (reductions)	—			7			7			—			79			79
Dividends and other capital changes	—			(1626		)	(1626		)	—			(2026		)	(2026		)
Redemption value adjustments	(23		)	—			(23		)	—			—			—
Dividends to Praxair, Inc. common stock holders ($1.65 per share in 2018 and $1.575 per share in 2017)	(474		)	—			(474		)	(450		)	—			(450		)
Dividends to Praxair, Inc. common stock holders ($2.475 per share in 2018 and $2.36 per share in 2017)	(712		)	—			(712		)	(675		)	—			(675		)
Issuances of common stock:
For the dividend reinvestment and stock purchase plan	35			—			35			35			—			35
For employee savings and incentive plans	1841			—			1841			5472			—			5472
Other	—			—			—			—			—			—
Purchases of common stock	(12		)	—			(12		)	—			—			—
Share-based compensation	2140			—			2140			2844			—			2844
Balance, end of period	$	6,~~027~~232		$	~~501~~503		$	6,~~528~~735		$	56,~~807~~256		$	~~453~~475		$	6,~~260~~731

(a) Net income for noncontrolling interests excludes Net income related to redeemable noncontrolling interests of $2 million for the ~~six~~nine months ended ~~June~~September 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,
	September 30,			December 31,
(Millions of dollars)	2018			2017
Cumulative translation adjustment - net of taxes:
North America	$	(~~940~~891	)	$	(885	)
South America	(2,~~319~~391		)	(2,004		)
Europe	(~~433~~427		)	(398		)
Asia	(~~254~~314		)	(151		)
Surface Technologies	(2730		)	(17		)
	(3,973		)	(3,455		)
	(4,053		)	(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		)
Pension / OPEB funded status obligation (net of $336 million and $347 million tax benefit in September 30, 2018 and December 31, 2017, respectively)	(602		)	(642		)
	$	(4,~~596~~656	)	$	(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 ~~June~~September 30, 2018 and 2017, redeemable noncontrolling interests includes one packaged gas distributor in the United States where the noncontrolling shareholder has a put option.

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Following is a summary of the changes in redeemable noncontrolling interests for the ~~six~~nine months ended ~~June~~September 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		)	(21		)
Redemption value adjustments/accretion	23			—
Balance, June 30	$	14		$	10
Balance, September 30	$	15		$	11

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.

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~~

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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.

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~~Revenue 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.

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

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Quarter Ended June 30,
Quarter Ended September 30,
(Dollars in Millions)			Industrial Gases
Sales	North America			Europe		South America		Asia		Surface Technologies		Total		%
Merchant	$	~~591~~604		$	~~152~~146	$	~~131~~125	$	~~164~~163	$	—	$	1,038	34	%
On-Site	~~458~~474			7778		~~117~~112		~~250~~241		—		~~902~~905		2930	%
Packaged Gas	~~508~~495			~~199~~184		9386		5755		—		~~857~~820		2827	%
Other	3740			1617		86		3128		~~172~~170		~~264~~261		9	%
	$	1,~~594~~613		$	~~444~~425	$	~~349~~329	$	~~502~~487	$	~~172~~170	$	3,~~061~~024	100	%

Six Months Ended June 30,
Nine Months Ended September 30,
(Dollars in Millions)			Industrial Gases
Sales	North America			Europe		South America		Asia		Surface Technologies		Total		%
Merchant	$	1,~~164~~768		$	~~300~~446	$	~~274~~399	$	~~311~~474	$	—	$	23,~~049~~087	34	%
On-Site	~~918~~1,392			~~157~~235		~~231~~343		~~496~~737		—		12,~~802~~707		30	%
Packaged Gas	1,~~001~~496			~~380~~564		~~191~~277		~~111~~166		—		12,~~683~~503		28	%
Other	74114			3552		1824		6088		~~339~~509		~~526~~787		8	%
	$	34,~~157~~770		$	~~872~~1,297	$	~~714~~1,043	$	~~978~~1,465	$	~~339~~509	$	69,~~060~~084	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 $1719 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~~six 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~~The ~~2018, the~~ Company ~~will~~continues ~~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~~ As of September 30, ~~the~~2018, ~~Company~~there ~~will~~have ~~continue~~been no adjustments to ~~review~~the ~~its~~net ~~foreign~~provisional ~~capital~~income ~~structures,~~tax ~~organizational~~charge ~~cash~~recognized ~~needs~~in ~~and~~2017. ~~the~~In ~~foreign~~October ~~withholding~~2018, ~~tax~~the ~~cost~~Company ofcompleted ~~planned~~and ~~repatriation~~filed its U. AsS. ~~new~~federal ~~information~~income ~~becomes~~tax ~~available,~~return including the ~~Company~~tax ~~will~~on ~~update~~deemed ~~its~~repatriation. During ~~provisional~~the ~~estimate~~fourth ~~and~~quarter, ~~record~~the Company will

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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. In connection with the completion of the Business 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 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.

Subsequent 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.

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continue to evaluate the tax impacts related to the Tax Act and will complete its accounting as required under SEC Staff Accounting Bulletin 118. Any changes to the net provisional estimate will be recorded to income tax expense at that time.

17. Business Combination with Linde AG

Completion of the Business Combination

On October 31, 2018, Praxair and Linde AG combined under Linde plc., as contemplated by the business combination agreement, dated June 1, 2017, as amended on August 10, 2017 (the “Business Combination Agreement”), by and among Praxair, Linde AG, Linde plc, Zamalight Holdco LLC and Zamalight Subco, Inc. (the “Business Combination”). Pursuant to the Business Combination Agreement, (i) Praxair became an indirect wholly-owned subsidiary of Linde plc through the merger of Zamalight Subco, Inc., an indirect wholly-owned Delaware subsidiary of Linde plc with and into Praxair (the “Merger”), and (ii) Linde AG became an indirect subsidiary of Linde plc through an exchange offer by Linde plc for each issued and outstanding bearer share of Linde AG (the “Exchange Offer”).

In the Merger, each issued and outstanding share of common stock of Praxair, par value $0.01 per share (the “Praxair Shares”), was converted into the right to receive one ordinary share, nominal value€0.001 per share, of Linde plc (the “Linde plc Shares”). Each issued and outstanding ordinary bearer share, without par value, of Linde AG (the “Linde AG Shares”) that was validly tendered in the Exchange Offer was exchanged for 1.540 Linde plc Shares.

The issuance of Linde plc Shares in connection with the Business Combination, as described above, was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-4 (the “Registration Statement”) (File No. 333-218485), which was declared effective by the Securities and Exchange Commission (the “SEC”) on August 14, 2017.

Pursuant to Rule 12g-3(a) under the Exchange Act, as of October 31, 2018, Linde plc is the successor issuer to Praxair, the Linde plc Shares are deemed to be registered under Section 12(b) of the Exchange Act, and Linde plc is subject to the informational requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Linde plc Shares trade on the New York Stock Exchange (“NYSE”) and the Frankfurt Stock Exchange under the ticker symbol “LIN”. Prior to the Business Combination, the Praxair Shares were registered pursuant to Section 12(b) of the Exchange Act and listed on the NYSE. In connection with the completion of the Business Combination, the Praxair Shares were suspended from trading on the NYSE as of close of business (New York Time) on October 30, 2018. On November 1, 2018, Praxair filed a Form 25 to delist and deregister its three series of Euro-denominated notes (the “Euro Notes”), including its 1.50% Notes due 2020, 1.20% Notes due 2024 and 1.625% Notes due 2025, that are currently listed on the NYSE. Trading in the Euro Notes on the NYSE is expected to be suspended as of close of business (New York Time) on November 9, 2018. Praxair expects to file a Form 15 with the SEC to terminate the registration under the Exchange Act of the Praxair Shares and its Euro Notes and to suspend the Company’s reporting obligations under Section 15(d) of the Exchange Act on November 12, 2018. Linde plc, as the new holding company of the combined group, will file reports under the Exchange Act.

Divestitures

On July 5, 2018, Praxair entered into a sale and purchase agreement to sell the majority of its businesses in Europe to Taiyo Nippon Sanso Corporation, an affiliate of Mitsubishi Chemical Holdings Corporation (the “Praxair Europe SPA”). The Praxair Europe SPA was entered into as part of the commitments in connection with the merger control review of the Business Combination by the European Commission. The assets to be sold include Praxair’s industrial gases businesses in Belgium, Denmark, France, Germany, Ireland, Italy, the Netherlands, Norway, Portugal, Spain, Sweden and the United Kingdom with approximately 2,500 employees. The businesses generated annual sales of approximately €1.3 billion in 2017. The purchase price for this transaction is €5.0 billion in cash consideration and is subject to customary adjustments at closing. Under the Praxair Europe SPA, Linde plc has given an independent guarantee as of the completion of the Business Combination for the full, due and timely performance and observance of all obligations of Praxair and its local subsidiaries holding shares in the companies operating the businesses to be sold. The Praxair Europe SPA contains representations, warranties and covenants that are customary for a transaction of this nature.

Following the closing of the Praxair Europe SPA and the closing of another agreement dated December 5, 2017 (the “SIAD SPA”) under which Praxair, inter alia, agreed to sell its participation in its Italian joint venture Società Italiana Acetilene e Derivati S.p.A. (“SIAD”) to its joint venture partner Flow Fin S.p.A. (“Flow Fin”) in exchange for Flow Fin’s participation in another Italian joint venture, Rivoira S.p.A., and a net purchase price of approximately €90 million payable by Praxair to Flow Fin, Praxair will have minor remaining operations in Europe which will be outside of the industrial gases business and mainly

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related to coatings.

In the course of the merger control proceedings in the United States, Linde plc, Praxair and Linde AG entered into an agreement with the U.S. Federal Trade Commission dated October 1, 2018 which provides for the divestitures under the Americas SPA and provides for certain additional divestiture commitments in the United States. Under the agreement, Linde plc, Praxair and Linde AG will (i) continue to operate The Linde Group and Praxair as independent, ongoing, economically viable, competitive businesses held separate, distinct, and apart from each other’s operations; (ii) not coordinate any aspect of the operations of The Linde Group and Praxair, including the marketing or sale of any products; and (iii) maintain separate financial ledgers, books, and records that report on a periodic basis, consistent with past practices, the assets, liabilities, expenses, revenues, and income of each, until certain divestitures have been completed.

In addition, in connection with the merger control proceedings in China, India and South Korea, Praxair and Linde AG have made certain divestiture commitments to the relevant antitrust authorities to divest certain assets in the those jurisdictions.

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

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

	Quarter Ended June 30,								Six Months Ended June 30,
	Quarter Ended September 30,								Nine Months Ended September 30,
(Dollar amounts in millions, except per share data)	2018			2017 (c)			Variance		2018			2017 (c)			Variance
Reported Amounts
Sales	$	3,~~061~~024		$	2,~~834~~922		83	%	$	69,~~060~~084		$	58,~~562~~484		97	%
Cost of sales, exclusive of depreciation and amortization	$	1,~~723~~714		$	1,~~599~~652		84	%	$	35,~~400~~114		$	34,~~148~~800		87	%
Gross margin (a)	$	1,~~338~~310		$	1,~~235~~270		83	%	$	23,~~660~~970		$	23,~~414~~684		108	%
As a percent of sales	43.73		%	43.65		%			43.97		%	43.4		%
Selling, general and administrative	$	~~307~~294		$	~~305~~300		1(2	)%	$	~~617~~911		$	~~595~~895		42	%
As a percent of sales	109.07		%	10.83		%			10.20		%	10.75		%
Depreciation and amortization	$	~~311~~306		$	~~292~~298		73	%	$	~~622~~928		$	~~579~~877		76	%
Transaction costs and other charges (b)	$	2431		$	1514				$	4374		$	2135
Other income (expense) - net	$	1713		$	6(3	)			$	1225		$	—(3	)
Operating profit	$	~~689~~669		$	~~606~~632		146	%	$	12,~~342~~011		$	1,~~173~~805		1411	%
Operating margin	22.51		%	21.46		%			22.1		%	21.13		%
Interest expense - net	$	4440		$	3841		16(2	)%	$	90130		$	79120		148	%
Net pension and OPEB cost (benefit), excluding service cost	$	26		$	26				$	410		$	(137	)
Effective tax rate	2425.60		%	27.7		%			24.57		%	27.67		%
Income from equity investments	$	1413		$	1112		278	%	$	2942		$	2335		2620	%
Noncontrolling interests	$	(19	)	$	(1416	)	3619	%	$	(2948	)	$	(2945	)	—7	%
Net income - Praxair, Inc.	$	~~480~~461		$	~~406~~419		1810	%	$	~~942~~1,403		$	~~795~~1,214		1816	%
Diluted earnings per share	$	1.6558		$	1.4145		179	%	$	34.2482		$	24.7621		1714	%
Diluted shares outstanding	~~290~~291,~~908~~513			~~288~~289,~~535~~216			1	%	~~290~~291,~~926~~275			288,~~067~~524			1	%
Number of employees	26,~~658~~714			26,~~487~~531					26,~~658~~714			26,~~487~~531
Adjusted Amounts (b)
Operating profit	$	~~713~~700		$	~~621~~646		158	%	$	12,~~385~~085		$	1,~~194~~840		1613	%
Operating margin	23.31		%	2122.91		%			2223.90		%	21.57		%
Effective tax rate	24.1		%	27.0		%			24.1		%	27.1		%
Net pension and OPEB cost (benefit), excluding service cost	$	2		$	4				$	6		$	(9	)
Noncontrolling interests	$	(19	)	$	(14	)	36	%	$	(28	)	$	(29	)	(3	)%
Effective tax rate	24.2		%	27.3		%			24.1		%	27.2		%
Net income - Praxair, Inc.	$	501		$	421		19	%	$	981		$	816		20	%
Noncontrolling interests	$	(19	)	$	(16	)	19	%	$	(47	)	$	(45	)	4	%
Diluted earnings per share	$	1.72		$	1.46		18	%	$	3.37		$	2.83		19	%
Net income - Praxair, Inc.	$	493		$	433		14	%	$	1,474		$	1,249		18	%
Diluted earnings per share	$	1.69		$	1.50		13	%	$	5.06		$	4.33		17	%
Other Financial Data (b)
EBITDA	$	~~1,014~~988		$	~~909~~942				$	12,~~993~~981		$	12,~~775~~717
EBITDA Margin	3332.17		%	32.12		%			32.98		%	3132.90		%
Adjusted EBITDA	$	1,~~038~~019		$	~~924~~956				$	23,~~036~~055		$	12,~~796~~752
Adjusted EBITDA Margin	33.97		%	32.67		%			33.6		%	32.34		%


(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.

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Consolidated Results

In the ~~second~~third quarter of 2018, Praxair’s sales were $3,~~061~~024 million, 83% above the prior–year quarter. Excluding higher cost pass-through which increased sales by 1% with minimal impact on operating profit and unfavorable currency translation impact which decreased sales by 4%, underlying sales growth ofwas 76% ~~was~~ driven by higher volumes ~~across all segments~~, including new project start-ups, and price attainment, across most segments. Reported operating profit for the ~~second~~third quarter of 2018 of $~~689~~669 million, 22.51% of sales, was 146% above the prior-year quarter. Operating profit included transaction costs and other charges of $2431 million primarily related to the potential Linde merger and the impact of transitioning to hyper-inflationary accounting in Argentina. Excluding these costs, adjusted operating profit was $~~713~~700 million, 23.31% of sales and 158% above the 2017 adjusted ~~second~~third quarter driven by higher volumes and price. The company's EBITDA margin was 3332.17% and adjusted EBITDA margin was 33.97%. The reported effective tax rate ("ETR") was 2425.60% versus 27.7% in the ~~second~~third quarter of 2017, reflecting the impact of U.S. tax reform. The adjusted ETR was 24.12% versus 27.03% in the ~~second~~third quarter of 2017~~, reflecting the impact of U~~.~~S. tax reform.~~ Diluted earnings per share ("EPS") was $1.6558, 179% above reported EPS of $1.4145 in the ~~second~~third quarter of 2017. On an adjusted basis, EPS was $1.7269, 1813% above the 2017 EPS of $1.4650, driven by higher adjusted net income and a lower adjusted ETR.

Outlook

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 ~~June~~September 30, 2018, Praxair’s backlog of 1923 large projects under construction was $12.72 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.

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Results of Operations

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

	Quarter Ended June 30, 2018 vs. 2017				Six Months Ended June 30, 2018 vs. 2017
	Quarter Ended September 30, 2018 vs. 2017				Nine Months Ended September 30, 2018 vs. 2017
	% Change				% Change
	Sales		Operating Profit		Sales		Operating Profit
Factors Contributing to Changes
Volume	54	%	94	%	54	%	97	%
Price/Mix	2	%	810	%	2	%	89	%
Cost pass-through	1	%	—	%	—1	%	—	%
Currency	—(4	)%	—(4	)%	2—	%	2—	%
Acquisitions/divestitures	—	%	—	%	—	%	—	%
Other	—	%	(34	)%	—	%	(5	)%
Reported	83	%	146	%	97	%	1411	%
Add: Transaction costs and other charges	—	%	12	%	—	%	2	%
Adjusted	83	%	158	%	97	%	1613	%

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

	Quarter Ended June 30,						Six Months Ended June 30,
	Quarter Ended September 30,						Nine Months Ended September 30,
	% of Sales				% Change*		% of Sales				% Change*
	2018		2017				2018		2017
Sales by End Markets
Manufacturing	22	%	22	%	76	%	22	%	22	%	7	%
Metals	1716	%	17	%	114	%	17	%	17	%	108	%
Energy	1112	%	1211	%	28	%	11	%	12	%	24	%
Chemicals	11	%	10	%	1318	%	11	%	10	%	1315	%
Electronics	9	%	9	%	76	%	9	%	9	%	87	%
Healthcare	8	%	8	%	76	%	8	%	8	%	6	%
Food & Beverage	910	%	10	%	47	%	9	%	9	%	56	%
Aerospace	4	%	3	%	1615	%	4	%	3	%	1213	%
Other	98	%	910	%	5(1	)%	9	%	10	%	21	%
	100	%	100	%			100	%	100	%

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

	Quarter Ended June 30,				Six Months Ended June 30,
	Quarter Ended September 30,				Nine Months Ended September 30,
	% of Sales				% of Sales
	2018		2017		2018		2017
Sales by Distribution Method
On-Site	2930	%	30	%	30	%	30	%
Merchant	34	%	34	%	34	%	34	%
Packaged Gas	2827	%	2827	%	28	%	28	%
Other	9	%	89	%	8	%	8	%
	100	%	100	%	100	%	100	%

Sales increased $~~227~~102 million, or 83%, for the ~~second~~third quarter and increased $~~498~~600 million, or 97% for the ~~six~~nine months ended ~~June~~September 30, 2018 versus the respective 2017 periods. Volume growth contributed 54% to sales in both the quarter and ~~six~~nine-month periods primarily driven by higher volumes in North America and Asia, including new project start-ups. Higher overall pricing across ~~most~~all segments contributed 2% to sales in both the quarter and ~~six~~nine-month periods. Currency translation impact ~~was~~decreased ~~minimal~~sales by 4% in the quarter and ~~increased~~had ~~sales~~no byimpact 2% for the ~~six~~nine-month period. Higher cost pass -through increased sales by 1% in the quarter ~~with~~and athe nine-month period with minimal impact on ~~the~~operating ~~six-month period~~profit.

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Gross margin increased $~~103~~40 million, or 83%, for the ~~second~~third quarter of 2018 and increased $~~246~~286 million or 108% for the ~~six~~nine months ended ~~June~~ September 30, 2018 versus the respective 2017 periods, primarily due to higher volumes and price. Gross margin as a percentage of sales ~~increased~~decreased to 43.73% from 43.65% for the ~~second~~third quarter of 2018 and increased to 43.97% from 43.4% for the ~~six~~nine months ended ~~June~~ September 30, 2018 versus the respective 2017 periods.

Selling, general and administrative expense ("SG&A") ~~was~~decreased ~~relatively~~$6 ~~flat~~million, or 2%, for the ~~second~~third quarter of 2018 and increased $2216 million for the ~~six~~nine months ended ~~June~~ September 30, 2018 versus the respective 2017 periods. Currency impacts ~~were~~decreased ~~minimal~~SG&A by $11 million in the quarter and ~~increased SG&A~~ $92 million for the ~~six~~nine-month period. Excluding currency effects in the ~~six~~quarter and nine-month ~~period~~periods, SG&A was higher driven by cost inflation partially offset by cost reduction actions.

Depreciation and amortization expense increased $198 million, or 3%, for the third quarter and increased $4351 million, or 76%, for ~~both~~ the ~~quarter~~nine ~~and the six~~ months ended ~~June~~ September 30, 2018 versus the respective 2017 periods. Currency impacts ~~increased~~decreased depreciation and amortization by $210 million in the quarter and increased depreciation and amortization by $121 million for the ~~six~~nine-month period. Excluding currency effects, depreciation and amortization expense increased $1718 million for the quarter and $3150 million for the ~~six~~nine-month period primarily driven by large project start-ups.

Praxair recorded transaction costs and other charges of $2431 million and $1514 million in the ~~second~~third quarters of 2018 and 2017, respectively, primarily related to the potential merger and charges related to the transition to hyper-inflationary accounting in Argentina during the 2018 quarter (refer to Note 2 to the condensed consolidated financial statements). Transaction costs and other charges were $4374 million and $2135 million, respectively, for the ~~six~~nine-month periods ended ~~June~~ September 30, 2018 and 2017.

Other income (expense) – net was $1713 million income for the 2018 ~~second~~third quarter compared to $63 million ~~income~~expense for the 2017 ~~second~~third quarter and was $1225 million income for the ~~six~~nine months ended ~~June~~September 30, 2018 compared to ~~flat~~$3 million expense for the respective 2017 period. In North America, the ~~second quarter and six~~nine-month ~~periods~~period 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~~nine-month period of 2018 included a first quarter $22 million asset impairment charge, offset by a litigation settlement gain.

Reported operating profit increased $8337 million, or 146%, for the ~~second~~third quarter of 2018 and increased $~~169~~206 million, or 1411%, for the ~~six~~nine months ended ~~June~~ September 30, 2018 versus the respective 2017 periods. The ~~second~~third quarter and ~~six~~nine-month period of 2018 included $2431 million and $4374 million, respectively, of transaction costs and other charges primarily related to the potential merger and the transition to hyper-inflationary accounting in Argentina in the third quarter 2018 ($1514 million and $2135 million for the respective 2017 periods). Excluding these charges, adjusted operating profit increased $9254 million, or 158%, for the ~~second~~third quarter of 2018 and increased $~~191~~245 million, or 1613%, for the ~~six~~nine months ended ~~June~~ September 30, 2018 versus the respective 2017 periods driven by higher volumes and price.

Interest expense-net ~~increased~~decreased $61 million, or 162%, for the ~~second~~third quarter of 2018 and increased $1110 million, or 148%, for the ~~six~~nine months ended ~~June~~ September 30, 2018 versus the respective 2017 periods. The increase infor ~~both~~the ~~periods~~nine month period was primarily attributable to lower capitalized interest.

The reported effective tax rate ("ETR") for the ~~second~~third quarter of 2018 and 2017 was 2425.60% and 27.7%, respectively. The reported ETR for the ~~second~~third quarters of 2018 and 2017 include transaction costs and other charges of $2421 million ($2119 million after-tax), and $1514 million ($1513 million after-tax), respectively, related to the potential merger. The 2018 third quarter also includes charges of $14 million ($13 million after-tax) related to the transition to hyper-inflationary accounting in Argentina and a pension settlement charge. The 2017 third quarter also includes a pension settlement charge of $2 million ($1 million after-tax). Excluding these impacts, on an adjusted basis the ETR for the ~~second~~third quarters of 2018 and 2017 was 24.12% and 27.03%, respectively. The reported ETR for the ~~six~~nine months ended ~~June~~ September 30, 2018 and 2017 was 24.57% and 27.67%, respectively. The reported ETR for the ~~six~~nine-month periods of 2018 and 2017 include transaction costs and other charges of $4378 million ($3871 million after-tax) and $2137 million ($2135 million after-tax), respectively. Excluding these impacts, on an adjusted basis the ETR for the ~~six~~nine months ended ~~June~~ September 30, 2018 and 2017 was 24.1% and 27.12%, respectively. The decrease in both the quarter and ~~six~~nine-month periods was driven primarily by the impact of the U.S. Tax Cuts and Jobs Act enacted in the fourth quarter of 2017 (see Note 16 to the condensed consolidated financial statements).

Income from equity investments for the ~~second~~third quarters of 2018 and 2017 was $1413 million and $1112 million, respectively, largely in China and Italy. Income from equity investments for the ~~six~~nine months ended ~~June~~ September 30, 2018 and 2017 was $2942 million and $2335 million, respectively.

At ~~June~~September 30, 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 increased $53 million for the ~~second~~third quarter ~~of 2018~~ and ~~was~~nine ~~flat for the six~~ months ended ~~June~~ September 30, 2018 versus the respective 2017 periods. The increase in the ~~second~~third ~~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.~~

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~~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~~nine-month ~~periods~~period ofwas ~~2018~~driven ~~were~~by ~~transaction~~higher ~~costs and other charges of $21 million and $39 million, respectively, after-tax and noncontrolling interests~~earnings. ~~Included~~ ~~within~~In the ~~second quarter and six~~nine-month ~~periods~~period, ofhigher ~~2017~~earnings were ~~transaction~~largely ~~costs~~offset ~~and~~by ~~other charges of $15 million and $21 million, respectively, after-tax (see Note 2 to~~ the ~~condensed~~impact ~~consolidated financial statements). Excluding these charges, adjusted Net income-Praxair, Inc increased $80 million, or 19%, for the second quarter~~ of ~~2018~~an ~~and~~asset ~~increased~~impairment ~~$165~~charge ~~million,~~in ~~or 20%, for~~ the ~~six~~first ~~months ended June 30, 2018 due to higher adjusted operating profit and a lower effective tax rate~~quarter.

Reported ~~Earnings~~Net ~~per~~income-Praxair, ~~share of $1~~Inc.65 increased $~~0.24~~42 million, or 1710%, for the ~~second~~third quarter of 2018 and ~~reported earnings per share of $3.24~~ increased $~~0.48~~189 million, or 1716%, for the ~~six~~nine months ended ~~June~~ September 30, 2018 versus the respective 2017 periods. Included within the ~~2018~~third ~~second~~ quarter and ~~six~~nine-month ~~period~~periods of 2018 were transaction costs and other charges of $~~0.07~~32 million and $~~0.13~~71 million, respectively, ~~for~~after-tax ~~transaction~~and ~~costs~~noncontrolling ~~and~~interests. Included ~~other~~within ~~charges~~the ~~related~~third ~~primarily~~quarter toand ~~the~~nine-month ~~potential~~periods ~~merger~~of ~~($0.05~~2017 were transaction costs and other charges of $~~0.07~~14 ~~for~~million ~~the~~and ~~respective~~$35 ~~2017~~million, ~~periods~~respectively, after-tax (see Note 2 to the condensed consolidated financial statements). Excluding these charges, adjusted ~~EPS~~Net income-Praxair, Inc increased $~~0.26~~60 million, or 1814%, for the ~~second~~third quarter of 2018 and increased $~~0.54~~225 million, or 1918%, for the ~~six~~nine months ended ~~June~~September 30, 2018 ~~versus~~due ~~the~~to ~~respective~~higher ~~2017~~adjusted ~~periods~~operating ~~primarily~~profit ~~due~~and toa ~~higher~~lower ~~adjusted~~effective ~~net~~tax ~~income~~rate.

~~The~~Reported ~~number~~Earnings per share of ~~employees~~$1.58 atincreased ~~June~~ $0.13, or 9%, for the third quarter of 2018 and reported earnings per share of $4.82 increased $0.61, or 14%, for the nine months ended September 30, 2018 ~~was~~versus 26the respective 2017 periods. Included within the 2018 third quarter and nine-month period were charges of $0.11 and $0.24,~~658~~ respectively, anfor ~~increase~~transaction costs and other charges related primarily to the potential merger ($0.05 and $0.12 for the respective 2017 periods, see Note 2 to the condensed consolidated financial statements). Excluding these charges, adjusted EPS increased $0.19, or 13% for the third quarter of ~~171~~2018 ~~employees~~and ~~from~~increased ~~June~~ $0.73, or 17%, for the nine months ended September 30, 2018 versus the respective 2017. periods primarily due to higher adjusted net income.

The number of employees at September 30, 2018 was 26,714, an increase of 183 employees from September 30, 2017.

Other Financial Data

EBITDA increased $~~105~~46 million to $~~1,014~~988 million for the ~~second~~third quarter 2018 from $~~909~~942 million for the ~~second~~third quarter of 2017 and increased $~~218~~264 million to $12,~~993~~981 million for the ~~six~~nine-month period of 2018 from $12,~~775~~717 million for the ~~six~~nine-month period of 2017. Included within the 2018 ~~second~~third quarter and ~~six~~nine-month period were charges of $2431 million and $4374 million, respectively, for transaction costs and other charges ~~related primarily to the potential merger~~ ($1514 million and $2135 million for the respective 2017 periods, see Note 2 to the condensed consolidated financial statements). Adjusted EBITDA increased $~~114~~63 million to $1,~~038~~019 million for the ~~second~~third quarter 2018 from $~~924~~956 million for the ~~second~~third quarter 2017 and increased $~~240~~303 million to $23,~~036~~055 million for the ~~six~~nine-month period of 2018 from $12,~~796~~752 million for the ~~six~~nine-month period of 2017. The increase in EBITDA and adjusted EBITDA in the ~~second~~third quarter and ~~six~~nine-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 losses for the ~~second~~third quarter and ~~six~~nine months ended ~~June~~September 30, 2018 of $~~(637)~~67 million and $~~(508)~~575 million resulted primarily from adverse currency translation adjustments of $~~(643)~~87 million and $~~(528)~~615 million. The adverse translation adjustments reflect the impact of translating local currency foreign subsidiary financial statements to U.S. dollars, and are largely driven by the strengthening of the U.S. dollar against major currencies including the Euro, Brazilian Real, and Canadian 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 $1518 million in the quarters ended ~~June~~September 30, 2018 and ~~June~~September 30, 2017 and $2947 million and $1230 million for the ~~six~~nine months ended ~~June~~September 30, 2018 and ~~June~~September 30, 2017, respectively. The increase in expense versus the prior year for the ~~six~~nine months ended ~~June~~September 30, 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).

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Segment Discussion

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

	Quarter Ended June 30,								Six Months Ended June 30,
	Quarter Ended September 30,								Nine Months Ended September 30,
(Dollar amounts in millions)	2018			2017*			Variance		2018			2017*			Variance
SALES
North America	$	1,~~594~~613		$	1,~~505~~518		6	%	$	34,~~157~~770		$	24,~~963~~481		76	%
Europe	~~444~~425			~~383~~407			164	%	~~872~~1,297			~~739~~1,146			1813	%
South America	~~349~~329			~~373~~389			(615	)%	~~714~~1,043			~~742~~1,131			(48	)%
Asia	~~502~~487			~~422~~451			198	%	~~978~~1,465			~~817~~1,268			2016	%
Surface Technologies	~~172~~170			~~151~~157			148	%	~~339~~509			~~301~~458			1311	%
	$	3,~~061~~024		$	2,~~834~~922		83	%	$	69,~~060~~084		$	58,~~562~~484		97	%
OPERATING PROFIT
North America	$	~~432~~420		$	~~378~~386		149	%	$	~~838~~1,258		$	~~735~~1,121		1412	%
Europe	8781			7479			183	%	~~167~~248			~~141~~220			1813	%
South America	5657			6466			(1314	)%	~~110~~167			~~112~~178			(26	)%
Asia	~~107~~110			8088			3425	%	~~211~~321			~~155~~243			3632	%
Surface Technologies	3132			2527			2419	%	5991			5178			1617	%
Segment operating profit	~~713~~700			~~621~~646			158	%	12,~~385~~085			1,~~194~~840			1613	%
Transaction costs and other charges	(24		)	(15		)			(43		)	(21		)
Transaction costs and other charges (Note 2)	(31		)	(14		)			(74		)	(35		)
Total operating profit	$	~~689~~669		$	~~606~~632		146	%	$	12,~~342~~011		$	1,~~173~~805		1411	%

* 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.

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North America

	Quarter Ended June 30,								Six Months Ended June 30,
	Quarter Ended September 30,								Nine Months Ended September 30,
	2018			2017			Variance		2018			2017			Variance
Sales	$	1,~~594~~613		$	1,~~505~~518		6	%	$	34,~~157~~770		$	24,~~963~~481		76	%
Cost of sales, exclusive of depreciation and amortization	~~830~~857			~~793~~796					12,~~636~~493			12,~~567~~363
Gross margin	~~764~~756			~~712~~722					12,~~521~~277			12,~~396~~118
Operating expenses	~~165~~171			~~177~~180					~~354~~525			~~350~~530
Depreciation and amortization	~~167~~165			~~157~~156					~~329~~494			~~311~~467
Operating profit	$	~~432~~420		$	~~378~~386		149	%	$	~~838~~1,258		$	~~735~~1,121		1412	%
Margin %	2726.10		%	25.14		%			26.54		%	2425.80		%

	Quarter Ended June 30, 2018 vs. 2017				Six Months Ended June 30, 2018 vs. 2017
	Quarter Ended September 30, 2018 vs. 2017				Nine Months Ended September 30, 2018 vs. 2017
	% Change				% Change
	Sales		Operating Profit		Sales		Operating Profit
Factors Contributing to Changes
Volume	45	%	85	%	4	%	98	%
Price/Mix	2	%	78	%	2	%	7	%
Cost pass-through	—	%	—	%	—	%	—	%
Currency	—(1	)%	—(1	)%	1—	%	1—	%
Acquisitions/divestitures	—	%	—	%	—	%	—	%
Other	—	%	(13	)%	—	%	(3	)%
	6	%	149	%	76	%	1412	%

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

	Quarter Ended June 30,						Six Months Ended June 30,
	Quarter Ended September 30,						Nine Months Ended September 30,
	% of Sales				% Change*		% of Sales				% Change*
	2018		2017				2018		2017
Sales by End Markets
Manufacturing	2928	%	28	%	76	%	29	%	29	%	6	%
Metals	11	%	1112	%	53	%	12	%	12	%	65	%
Energy	17	%	1817	%	(24	)%	17	%	18	%	(2—	)%
Chemicals	1011	%	9	%	2031	%	10	%	9	%	2124	%
Electronics	5	%	56	%	4—	%	5	%	5	%	96	%
Healthcare	7	%	7	%	78	%	7	%	7	%	8	%
Food & Beverage	1011	%	10	%	89	%	10	%	10	%	8	%
Aerospace	2	%	2	%	3123	%	2	%	2	%	2021	%
Other	98	%	109	%	—(1	)%	8	%	8	%	(2	)%
	100	%	100	%			100	%	100	%

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

	Quarter Ended June 30,				Six Months Ended June 30,
	Quarter Ended September 30,				Nine Months Ended September 30,
	% of Sales				% of Sales
	2018		2017		2018		2017
Sales by Distribution Method
On- Site	29	%	3029	%	29	%	30	%
Merchant	37	%	37	%	37	%	37	%
Packaged Gas	3231	%	31	%	3231	%	31	%
Other	23	%	23	%	23	%	2	%
	100	%	100	%	100	%	100	%

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North America segment sales increased $~~89 million, or~~ 6% infor both the ~~second~~third quarter ~~of 2018~~ and ~~increased $194 million, or 7%, for~~ the ~~six~~nine months ended ~~June~~September 30, 2018 as compared to prior year. Currency translation impact ~~was~~decreased ~~minimal~~sales by 1% in the quarter and ~~increased~~had ~~sales~~no byimpact 1% for the ~~six~~nine-month period. Excluding currency, sales were 67% above the prior-year quarter and ~~six~~6% above the prior year nine-month ~~periods~~period primarily due to higher volumes to most end-markets and higher pricing.

North America segment operating profit increased $5434 million, or 149% in the ~~second~~third quarter of 2018 and increased $~~103~~137 million, or 1412% for the ~~six~~nine months ended ~~June~~September 30, 2018 as compared to prior year driven by higher volumes and pricing. ~~Operating~~Currency translation impact decreased operating profit by 1% in the quarter with minimal impact for the ~~second~~nine-month ~~quarter~~period. ~~and~~Operating ~~six~~profit for the nine-month period also included a $30 million asset impairment charge which was more than offset by $43 million of gains on asset disposals.

Europe

	Quarter Ended June 30,								Six Months Ended June 30,
	Quarter Ended September 30,								Nine Months Ended September 30,
	2018			2017			Variance %		2018			2017			Variance %
Sales	$	~~444~~425		$	~~383~~407		164	%	$	~~872~~1,297		$	~~739~~1,146		1813	%
Cost of sales, exclusive of depreciation and amortization	~~261~~252			~~219~~235					~~509~~761			~~420~~655
Gross margin	~~183~~173			~~164~~172					~~363~~536			~~319~~491
Operating expenses	5248			49					~~106~~154			97146
Depreciation and amortization	44			4144					90134			81125
Operating profit	$	8781		$	7479		183	%	$	~~167~~248		$	~~141~~220		1813	%
Margin %	19.61		%	19.34		%			19.21		%	19.12		%

	Quarter Ended June 30, 2018 vs. 2017				Six Months Ended June 30, 2018 vs. 2017
	Quarter Ended September 30, 2018 vs. 2017				Nine Months Ended September 30, 2018 vs. 2017
	% Change		% Change		% Change		% Change
	Sales		Operating Profit		Sales		Operating Profit
Factors Contributing to Changes
Volume	21	%	(2	)%	21	%	31	%
Price/Mix	3	%	1314	%	2	%	1012	%
Cost pass-through	42	%	—	%	3	%	—	%
Currency	7(2	)%	8(2	)%	117	%	128	%
Acquisitions/divestitures	—	%	—	%	—	%	—	%
Other	—	%	(57	)%	—	%	(78	)%
	16	%	18	%	18	%	18	%
	4	%	3	%	13	%	13	%

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

	Quarter Ended June 30,						Six Months Ended June 30,
	Quarter Ended September 30,						Nine Months Ended September 30,
	% of Sales				% Change*		% of Sales				% Change*
	2018		2017				2018		2017
Sales by End Markets
Manufacturing	2120	%	20	%	147	%	21	%	2120	%	109	%
Metals	16	%	16	%	149	%	1716	%	16	%	1211	%
Energy	45	%	5	%	—(2	)%	4	%	45	%	(3	)%
Chemicals	12	%	12	%	10	%	12	%	12	%	78	%
Electronics	7	%	87	%	(710	)%	7	%	87	%	—3	%
Healthcare	12	%	12	%	125	%	12	%	12	%	108	%
Food & Beverage	1416	%	15	%	18	%	14	%	14	%	45	%
Aerospace	1—	%	1	%	8(19	)%	1	%	1	%	(812	)%
Other	1312	%	1112	%	7(3	)%	1213	%	1213	%	31	%
	100	%	100	%			100	%	100	%

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

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	Quarter Ended June 30,				Six Months Ended June 30,
	Quarter Ended September 30,				Nine Months Ended September 30,
	% of Sales				% of Sales
	2018		2017		2018		2017
Sales by Distribution Method
On- Site	1719	%	18	%	18	%	1918	%
Merchant	34	%	3536	%	34	%	35	%
Packaged Gas	4543	%	43	%	4443	%	42	%
Other	4	%	43	%	45	%	45	%
	100	%	100	%	100	%	100	%

Europe segment sales increased by $6118 million, or 164% in the ~~second~~third quarter of 2018 and increased by $~~133~~151 million, or 1813%, for the ~~six~~nine months ended ~~June~~September 30, 2018 as compared to the prior year. ~~Favorable~~Currency ~~currency~~ translation ~~increased~~impacts decreased sales by 72% in the quarter and 11increased sales by 7% in the ~~six~~nine-month period. Cost pass-through increased sales by 42% in the quarter and 3% in the ~~six~~nine-month period with minimal impact on operating profit. ~~Excluding~~ ~~currency and cost pass-through, sales increased 5% in the quarter and 4% in the six-month period driven by higher volumes and higher price.~~

Europe segment operating profit increased by $132 million, or 183% in the ~~second~~third quarter of 2018 and increased by $2628 million, or 1813%, for the ~~six~~nine months ended ~~June~~September 30, 2018 as compared to the prior year. ~~Favorable~~Currency ~~currency~~ translation ~~increased~~impact decreased operating profit by 82% in the quarter and 12increased operating profit by 8% in the ~~six~~nine-month period. Excluding currency translation, operating profit increased 105% in the quarter and ~~6% in the six~~nine-month period driven by higher volumes and price partially offset by cost inflation.

South America

	Quarter Ended June 30,								Six Months Ended June 30,
	Quarter Ended September 30,								Nine Months Ended September 30,
	2018			2017			Variance		2018			2017			Variance
Sales	$	~~349~~329		$	~~373~~389		(615	)%	$	~~714~~1,043		$	~~742~~1,131		(48	)%
Cost of sales, exclusive of depreciation and amortization	~~209~~195			~~221~~231					~~428~~623			~~444~~675
Gross margin	~~140~~134			~~152~~158					~~286~~420			~~298~~456
Operating expenses	4742			4951					98140			~~109~~160
Depreciation and amortization	3735			3941					78113			77118
Operating profit	$	5657		$	6466		(1314	)%	$	~~110~~167		$	~~112~~178		(26	)%
Margin %	1617.03		%	17.20		%			1516.40		%	15.17		%

	Quarter Ended June 30, 2018 vs. 2017				Six Months Ended June 30, 2018 vs. 2017
	Quarter Ended September 30, 2018 vs. 2017				Nine Months Ended September 30, 2018 vs. 2017
	% Change		% Change		% Change		% Change
	Sales		Operating Profit		Sales		Operating Profit
Factors Contributing to Changes
Volume	4(1	)%	6(14	)%	21	%	(3	)%
Price/Mix	—3	%	(119	)%	12	%	410	%
Cost pass-through	—1	%	—	%	—	%	—	%
Currency	(1018	)%	(1424	)%	(711	)%	(1116	)%
Acquisitions/divestitures	—	%	—	%	—	%	—	%
Other	—	%	(45	)%	—	%	23	%
	(6	)%	(13	)%	(4	)%	(2	)%
	(15	)%	(14	)%	(8	)%	(6	)%

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

	Quarter Ended June 30,						Six Months Ended June 30,
	Quarter Ended September 30,						Nine Months Ended September 30,
	% of Sales				% Change*		% of Sales				% Change*
	2018		2017				2018		2017
Sales by End Markets
Manufacturing	16	%	1617	%	(86	)%	16	%	17	%	(4	)%
Metals	32	%	3133	%	12—	%	3132	%	3031	%	86	%
Energy	2	%	2	%	310	%	2	%	2	%	(12	)%
Chemicals	910	%	109	%	—14	%	10	%	10	%	—5	%
Electronics	—	%	—	%	—	%	—	%	—	%	—	%
Healthcare	2019	%	2018	%	3	%	19	%	2019	%	32	%
Food & Beverage	12	%	12	%	(16	)%	1312	%	13	%	—2	%
Aerospace	—	%	—	%	—	%	—	%	—	%	—	%
Other	9	%	9	%	129	%	9	%	8	%	1210	%
	100	%	100	%			100	%	100	%

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

	Quarter Ended June 30,				Six Months Ended June 30,
	Quarter Ended September 30,				Nine Months Ended September 30,
	% of Sales				% of Sales
	2018		2017		2018		2017
Sales by Distribution Method
On- Site	34	%	3335	%	3233	%	3233	%
Merchant	3738	%	3837	%	38	%	38	%
Packaged Gas	2726	%	2726	%	27	%	27	%
Other	2	%	2	%	32	%	32	%
	100	%	100	%	100	%	100	%

South America segment sales decreased $2460 million, or 615% in the ~~second~~third quarter of 2018 and decreased $2888 million, or 48%, for the ~~six~~nine months ended ~~June~~September 30, 2018 as compared to the prior year. Cost pass-through increased sales by 1% in the quarter and had no impact in the nine-month period. Unfavorable currency impacts decreased sales by 1018% in the quarter and 711% in the ~~six~~nine-month period driven by the weakening of the Brazilian real and Argentine peso against the U.S. dollar. Excluding currency in the quarter, ~~sales~~and ~~increased 4% driven by higher volumes largely to the metals end~~nine-~~markets. Excluding currency in the six-~~month period, sales increased 3% driven by higher ~~volumes and higher price~~pricing.

South America segment operating profit decreased $89 million, or 1314% in the ~~second~~third quarter of 2018 and decreased $211 million, or 26%, for the ~~six~~nine months ended ~~June~~September 30, 2018 versus the prior year. Excluding unfavorable currency impacts in the quarter, ~~operating~~and ~~profit increased 1% driven by higher volumes partially offset by higher costs. Excluding unfavorable currency impacts in the six~~nine-month ~~period~~periods, operating profit increased 910% driven by higher ~~volumes, higher~~ price and lower costs partially offset by unfavorable sales mix.

Effective July 1, 2018, Argentina was deemed a highly inflationary economy (see Note 2 to the condensed consolidated financial statements).

Asia

	Quarter Ended June 30,								Six Months Ended June 30,
	Quarter Ended September 30,								Nine Months Ended September 30,
	2018			2017			Variance		2018			2017			Variance
Sales	$	~~502~~487		$	~~422~~451		198	%	$	~~978~~1,465		$	~~817~~1,268		2016	%
Cost of sales, exclusive of depreciation and amortization	~~312~~299			~~268~~287					~~606~~905			~~517~~804
Gross margin	~~190~~188			~~154~~164					~~372~~560			~~300~~464
Operating expenses	3127			2829					5784			5584
Depreciation and amortization	5251			4647					~~104~~155			90137
Operating profit	$	~~107~~110		$	8088		3425	%	$	~~211~~321		$	~~155~~243		3632	%
Margin %	2122.36		%	19.05		%			21.69		%	19.02		%

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	Quarter Ended June 30, 2018 vs. 2017				Six Months Ended June 30, 2018 vs. 2017
	Quarter Ended September 30, 2018 vs. 2017				Nine Months Ended September 30, 2018 vs. 2017
	% Change		% Change		% Change		% Change
	Sales		Operating Profit		Sales		Operating Profit
Factors Contributing to Changes
Volume	117	%	1614	%	119	%	1615	%
Price/Mix	32	%	1713	%	3	%	1615	%
Cost pass-through	1	%	—	%	1	%	—	%
Currency	4(2	)%	5(2	)%	53	%	63	%
Acquisitions/divestitures	—	%	—	%	—	%	—	%
Other	—	%	(4—	)%	—	%	(21	)%
	19	%	34	%	20	%	36	%
	8	%	25	%	16	%	32	%

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

	Quarter Ended June 30,						Six Months Ended June 30,
	Quarter Ended September 30,						Nine Months Ended September 30,
	% of Sales				% Change*		% of Sales				% Change*
	2018		2017				2018		2017
Sales by End Markets
Manufacturing	910	%	9	%	1419	%	9	%	9	%	20	%
Metals	2726	%	27	%	209	%	27	%	2627	%	1915	%
Energy	45	%	32	%	86117	%	5	%	3	%	97—	%
Chemicals	1514	%	15	%	91	%	15	%	15	%	97	%
Electronics	3334	%	33	%	127	%	33	%	34	%	98	%
Healthcare	1	%	1	%	828	%	1	%	1	%	210	%
Food & Beverage	2	%	2	%	(811	)%	2	%	2	%	(910	)%
Aerospace	—	%	—	%	—	%	—	%	—	%	—	%
Other	98	%	1011	%	7(5	)%	8	%	109	%	62	%
	100	%	100	%			100	%	100	%

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

	Quarter Ended June 30,				Six Months Ended June 30,
	Quarter Ended September 30,				Nine Months Ended September 30,
	% of Sales				% of Sales
	2018		2017		2018		2017
Sales by Distribution Method
On- Site	50	%	50	%	5150	%	50	%
Merchant	33	%	3031	%	32	%	2930	%
Packaged Gas	11	%	1413	%	11	%	1413	%
Other	6	%	6	%	67	%	7	%
	100	%	100	%	100	%	100	%

Asia segment sales increased $8036 million, or 198% in the ~~second~~third quarter of 2018 and increased $~~161~~197 million, or 2016%, for the ~~six~~nine months ended ~~June~~September 30, 2018 as compared to the prior year. Cost pass-through, primarily energy, increased sales by 1% in both the quarter and ~~six~~nine-month periods with minimal impact on operating profit. ~~Favorable~~Currency ~~currency~~ translation ~~increased~~impacts decreased sales by 42% in the quarter and 5increased sales by 3% in the ~~six~~nine-month period. Volume growth of 117% in the quarter and ~~six~~9% in the nine-month ~~periods~~period was primarily attributable to base volume growth in China, Korea and India and new project start-ups in China. Higher price increased sales by 32% in ~~both~~ the quarter and ~~six~~3% in the nine-month ~~periods~~period primarily driven by China. Sales growth was strongest in the metals, energy and electronics end-markets.

Asia segment operating profit increased $2722 million, or 3425% in the ~~second~~third quarter of 2018 and increased $5678 million, or 3632% for the ~~six~~nine months ended ~~June~~September 30, 2018 as compared to the prior year driven primarily by higher volumes and price. ~~Favorable~~Currency ~~currency~~ translation ~~increased~~impacts decreased operating profit by 52% in the quarter and 6increased operating profit by 3% in the ~~six~~nine-month period. Operating profit for the ~~six~~nine-month period included a $22 million asset impairment charge, offset by a litigation settlement gain.

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Surface Technologies

	Quarter Ended June 30,								Six Months Ended June 30,
	Quarter Ended September 30,								Nine Months Ended September 30,
	2018			2017			Variance		2018			2017			Variance
Sales	$	~~172~~170		$	~~151~~157		148	%	$	~~339~~509		$	~~301~~458		1311	%
Cost of sales, exclusive of depreciation and amortization	111			98103					~~221~~331			~~195~~298
Gross margin	6159			5354					~~118~~178			~~106~~160
Operating expenses	1916			1817					3855			3552
Depreciation and amortization	11			10					2132			2030
Operating profit	$	3132		$	2527		2419	%	$	5991		$	5178		1617	%
Margin %	18.08		%	1617.62		%			17.49		%	1617.90		%

	Quarter Ended June 30, 2018 vs. 2017				Six Months Ended June 30, 2018 vs. 2017
	Quarter Ended September 30, 2018 vs. 2017				Nine Months Ended September 30, 2018 vs. 2017
	% Change		% Change		% Change		% Change
	Sales		Operating Profit		Sales		Operating Profit
Factors Contributing to Changes
Volume/Price	108	%	2520	%	8	%	1819	%
Cost pass-through	1	%	—	%	1	%	—	%
Currency	3(1	)%	2—	%	42	%	32	%
Acquisitions/divestitures	—	%	—	%	—	%	—	%
Other	—	%	(31	)%	—	%	(54	)%
	14	%	24	%	13	%	16	%
	8	%	19	%	11	%	17	%

The following table provides sales by end-market:

	Quarter Ended June 30,						Six Months Ended June 30,
	Quarter Ended September 30,						Nine Months Ended September 30,
	% of Sales				% Change*		% of Sales				% Change*
	2018		2017				2018		2017
Sales by End Markets
Manufacturing	1213	%	1011	%	3031	%	12	%	11	%	2023	%
Metals	8	%	98	%	(71	)%	8	%	9	%	(32	)%
Energy	1918	%	19	%	74	%	19	%	19	%	65	%
Chemicals	2	%	2	%	3(18	)%	2	%	2	%	8(2	)%
Electronics	1	%	1	%	—66	%	1	%	1	%	4451	%
Healthcare	—	%	—	%	—	%	—	%	—	%	—	%
Food & Beverage	3	%	3	%	19(11	)%	3	%	3	%	3(1	)%
Aerospace	4345	%	44	%	1013	%	44	%	44	%	910	%
Other	1210	%	12	%	11(2	)%	11	%	11	%	53	%
	100	%	100	%			100	%	100	%

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

Surface Technologies segment sales increased $2113 million, or 148% in the ~~second~~third quarter of 2018 and increased $3851 million, or 1311%, for the ~~six~~nine months ended ~~June~~September 30, 2018 as compared to the prior year. Currency translation ~~increased~~decreased sales by 31% for the quarter and 4increased sales by 2% for the ~~six~~nine-month period~~, primarily driven by the British pound and the Euro~~. Cost pass-through increased sales by 1% in both the quarter and ~~six~~nine-month periods with minimal impact on operating profit. Excluding currency and cost pass-through, sales increased 108% in the quarter and ~~8% in the six~~nine-month ~~period~~periods due to higher volumes to the aerospace and ~~industrial~~manufacturing end-markets and higher price.

Surface Technologies segment operating profit increased $65 million, or 2419% in the ~~second~~third quarter of 2018 and increased $813 million, or 1617%, for the ~~six~~nine months ended ~~June~~September 30, 2018 as compared to the prior year. ~~Excluding~~Currency ~~currency,~~translation ~~operating~~had ~~profit~~no ~~increased 22% 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.~~

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impact on operating profit for the quarter and increased operating profit by 2% for the nine-month period. Excluding currency, operating profit increased 19% for the quarter and 15% for the nine-month period due to increased volumes and price.

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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		~~June~~September 30,	December 31,
Currency			2018	2017	2018	2017
Euro	14	%	0.8384	0.9290	0.86	0.83
Brazilian real	9	%	3.4158	3.1817	34.8600	3.31
Canadian dollar	7	%	1.2829	1.3331	1.3129	1.26
Chinese yuan	7	%	6.3751	6.8881	6.6287	6.51
Mexican peso	5	%	19.0300	1918.3782	1918.9172	19.66
Korean won	4	%	1,~~076~~091	1,~~142~~139	1,~~115~~109	1,067
India rupee	3	%	6567.6507	65.7022	6872.4749	63.87
Argentine peso	1	%	21.30	15.69	28.85	18.65
Argentine peso (a)	1	%	23.86	16.19	41.25	18.65
British pound	1	%	0.7374	0.7978	0.7677	0.74
Norwegian krone	1	%	78.9303	8.4829	8.15	8.20

42(a) Effective July 1, 2018 Argentina was deemed a highly inflationary economy (see Note 2 to the condensed consolidated financial statements).

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Liquidity, Capital Resources and Other Financial Data

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

(Millions of dollars)	~~Six~~Nine months ended ~~June~~September 30,
	2018			2017
NET CASH PROVIDED BY (USED FOR):
OPERATING ACTIVITIES
Net income (including noncontrolling interests)	$	~~971~~1,451		$	~~824~~1,259
Non-cash charges (credits):
Add: Depreciation and amortization	~~622~~928			~~579~~877
Add: Deferred income taxes	10(6		)	4822
Add: Share-based compensation	2140			2844
Add: Transaction costs and other charges, net of payments (a)	1535			1727
Net income adjusted for non-cash charges	12,~~639~~448			12,~~496~~229
Less: Working capital	(~~138~~46		)	(~~164~~147		)
Less: Pension contributions	(1017		)	(614		)
Other	(1336		)	85137
Net cash provided by operating activities	$	12,~~478~~349		$	12,~~411~~205
INVESTING ACTIVITIES
Capital expenditures	(~~676~~1,056		)	(~~652~~972		)
Acquisitions, net of cash acquired	—(6		)	(218		)
Divestitures and asset sales	6977			1722
Net cash used for investing activities	$	(~~607~~985	)	$	(~~637~~968	)
FINANCING ACTIVITIES
Debt increase (decrease) - net	(~~492~~625		)	(~~305~~502		)
Issuances (purchases) of common stock - net	4368			5979
Cash dividends - Praxair, Inc. shareholders	(~~474~~712		)	(~~450~~675		)
Noncontrolling interest transactions and other	(2233		)	(8485		)
Net cash provided by (used for) financing activities	$	(~~945~~1,302	)	$	(~~780~~1,183	)
Effect of exchange rate changes on cash and cash equivalents	$	(6479	)	$	1729
Cash and cash equivalents, end-of-period	$	~~479~~600		$	~~535~~607

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

Cash Flow from Operations

Cash provided by operations of $12,~~478~~349 million for the ~~six~~nine months ended ~~June~~September 30, 2018 increased $67144 million, or 57%, versus 2017. The increase was driven by higher net income adjusted for non-cash charges and lower working capital requirements, partially offset by timing of dividends from equity investments, primarily in China.

Praxair estimates that total 2018 required contributions to its pension plans will be in the range of $1520 million to $2025 million, of which $1017 million has been made through ~~June~~September 30, 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.

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Investing

Net cash used for investing of $~~607~~985 million for the ~~six~~nine months ended ~~June~~September 30, 2018 ~~decreased~~increased $3017 million versus 2017.

Capital expenditures for the ~~six~~nine months ended ~~June~~September 30, 2018 were $~~676~~1,056 million, $2484 million higher than the prior year. Capital expenditures related primarily to investments in new plant and production equipment for growth and density. Approximately 6562% of the capital expenditures were in North America.

~~Acquisition~~Acquisitions ~~spend was immaterial~~ for ~~both~~ the ~~six~~nine months ended ~~June~~September 30, 2018 and 2017 were $6 million and $18 million, respectively, and related to acquisitions of packaged gases business in North America.

Divestitures and asset sales for the ~~six~~nine months ended ~~June~~September 30, 2018 and 2017 were $6977 million and $1722 million, respectively. The 2018 period includes proceeds related to asset disposals primarily in North America.

Financing

Cash used by financing activities was $~~945~~1,302 million for the ~~six~~nine months ended ~~June~~September 30, 2018. Cash dividends of $~~474~~712 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 decreased $1611 million. Noncontrolling interest transactions and other for the ~~six~~nine months ended ~~June~~September 30, 2018 and 2017 were $2233 million and $8485 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.

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

~~Praxair's~~On ~~debt-to-capital~~November ~~ratio was 54.9% at June 30~~7, 2018 ~~versus 58.5% at June 30~~, ~~2017.~~Praxair ~~This~~repaid ~~decrease was primarily attributable to a reduction in net debt of~~ $~~853~~475 million ~~and an increase in equity due to earnings net~~ of ~~dividends declared~~1. ~~See~~25% ~~the~~rate ~~"Non-GAAP~~notes ~~Financial~~that ~~Measures"~~became ~~section below for definitions and reconciliations of these non-GAAP measures to reported GAAP amounts~~due.

Praxair's debt-to-capital ratio was 53.3% at September 30, 2018 versus 56.1% at September 30, 2017. This decrease was primarily attributable to a reduction in net debt of $918 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 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 ~~June~~September 30, 2018 and December 31, 2017, the actual leverage ratio calculated in accordance with the agreements was 4645% 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.

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Adjusted Amounts

	Quarter Ended June 30,						Six Months Ended June 30,
	Quarter Ended September 30,						Nine Months Ended September 30,
(Dollar amounts in millions, except per share data)	2018			2017			2018			2017
Adjusted Operating Profit
Reported operating profit	$	~~689~~669		$	~~606~~632		$	12,~~342~~011		$	1,~~173~~805
Add: Transaction costs and other charges	24			15			43			21
Add: Argentina currency devaluation	10			—			10			—
Adjusted operating profit	$	713		$	621		$	1,385		$	1,194
Add: Transaction costs and other charges	21			14			64			35
Reported percent change	14		%				14		%
Total adjustments	31			14			74			35
Adjusted percent change	15		%				16		%
Adjusted operating profit	$	700		$	646		$	2,085		$	1,840
Adjusted Income Taxes and Effective Tax Rate
Reported percent change	6		%				11		%
Reported income taxes	$	158		$	157		$	306		$	306
Adjusted percent change	8		%				13		%
Add: Transaction costs and other charges	3			—			5			—
Adjusted Net Pension and OPEB cost (benefit), excluding service cost
Adjusted income taxes	$	161		$	157		$	311		$	306
Reported net pension and OPEB cost (benefit), excluding service cost	$	6		$	6		$	10		$	(7	)
Less: Pension settlement charge	(4		)	(2		)	(4		)	(2		)
Adjusted net Pension and OPEB cost (benefit), excluding service cost	2			4			6			(9		)
Adjusted Income Taxes
Reported income taxes	$	156		$	162		$	462		$	468
Add: Cost reduction program	—			—			—			—
Add: Pension settlement charge	1			1			1			1
Add: Tax reform	—			—			—			—
Add: Transaction costs	2			1			7			1
Total adjustments	3			2			8			2
Adjusted income taxes	$	159		$	164		$	470		$	470

Adjusted Effective Tax Rate
Reported income before income taxes and equity investments	$	643		$	566		$	1,248		$	1,107
Add: Transaction costs and other charges	24			15			43			21
Adjusted income before income taxes and equity investments	$	667		$	581		$	1,291		$	1,128
Reported effective tax rate	24.6		%	27.7		%	24.5		%	27.6		%
Adjusted effective tax rate	24.1		%	27.0		%	24.1		%	27.1		%
Adjusted Noncontrolling Interests
Reported noncontrolling interests	$	19		$	14		$	29		$	29
Add: Cost reduction program	—			—			(1		)	—
Adjusted Noncontrolling Interests	$	19		$	14		$	28		$	29
Adjusted Net Income - Praxair, Inc.
Reported net income - Praxair, Inc.	$	480		$	406		$	942		$	795
Add: Transaction costs and other charges	21			15			38			21
Add: Cost reduction program	—			—			1			—
Total adjustments	21			15			39			21
Adjusted net income - Praxair, Inc.	$	501		$	421		$	981		$	816
Reported percent change	18		%				18		%
Adjusted percent change	19		%				20		%

Adjusted Diluted Earnings Per Share
Reported diluted EPS	$	1.65		$	1.41	$	3.24		$	2.76
Add: Transaction costs and other charges	0.07			0.05		0.13			0.07
Adjusted diluted EPS	$	1.72		$	1.46	$	3.37		$	2.83
Reported percent change	17		%			17		%
Adjusted percent change	18		%			19		%

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Adjusted Effective Tax Rate
Reported income before income taxes and equity investments	$	623		$	585		$	1,871		$	1,692
Add: Pension settlement charge	4			2			4			2
Add: Argentina currency devaluation	10			—			10			—
Add: Transaction costs	21			14			64			35
Total adjustments	35			16			78			37
Adjusted income before income taxes and equity investments	$	658		$	601		$	1,949		$	1,729
Reported effective tax rate	25.0		%	27.7		%	24.7		%	27.7		%
Adjusted effective tax rate	24.2		%	27.3		%	24.1		%	27.2		%
Adjusted Noncontrolling Interests
Reported noncontrolling interests	$	19		$	16		$	48		$	45
Add: Cost reduction program	—			—			(1		)	—
Adjusted Noncontrolling Interests	$	19		$	16		$	47		$	45
Adjusted Net Income - Praxair, Inc.
Reported net income - Praxair, Inc.	$	461		$	419		$	1,403		$	1,214
Add: Cost reduction program	—			—			1			—
Add: Pension settlement charge	3			1			3			1
Add: Argentina currency devaluation	10			—			10			—
Add: Transaction costs	19			13			57			34
Total adjustments	32			14			71			35
Adjusted net income - Praxair, Inc.	$	493		$	433		$	1,474		$	1,249
Reported percent change	10		%				16		%
Adjusted percent change	14		%				18		%



Adjusted Diluted Earnings Per Share
Reported diluted EPS	$	1.58		$	1.45	$	4.82		$	4.21
Add: Cost reduction program	—			—		—			—
Add: Pension settlement charge	0.01			—		0.01			—
Add: Tax reform	—			—		—			—
Add: Argentina currency devaluation	0.03			—		0.03			—
Add: Transaction costs	0.07			0.05		0.20			0.12
Total adjustments	$	0.11		$	0.05	$	0.24		$	0.12
Adjusted diluted EPS	$	1.69		$	1.50	$	5.06		$	4.33
Reported percent change	9		%			14		%
Adjusted percent change	13		%			17		%

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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 June 30,						Six Months Ended June 30,
	Quarter Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
(Dollar amounts in millions)
Reported net income - Praxair, Inc.	$	~~480~~461		$	~~406~~419		$	~~942~~1,403		$	~~795~~1,214
Add: noncontrolling interest	19			1416			2948			2945
Add: interest expense - net	4440			3841			90130			79120
Add: net pension and OPEB cost (benefit), excluding service cost	26			26			410			(137		)
Add: income taxes	~~158~~156			~~157~~162			~~306~~462			~~306~~468
Add: depreciation and amortization	~~311~~306			~~292~~298			~~622~~928			~~579~~877
EBITDA	$	~~1,014~~988		$	~~909~~942		$	12,~~993~~981		$	12,~~775~~717
Adjustments:
Add: Transaction costs	$	24		$	15		$	43		$	21
Add: Argentina currency devaluation	$	10		$	—		$	10		$	—
ADJUSTED EBITDA	$	1,038		$	924		$	2,036		$	1,796
Add: Transaction costs	21			14			64			35
Reported Sales	$	3,061		$	2,834		$	6,060		$	5,562
ADJUSTED EBITDA	$	1,019		$	956		$	3,055		$	2,752
EBITDA Margin	33.1		%	32.1		%	32.9		%	31.9		%
Reported Sales	$	3,024		$	2,922		$	9,084		$	8,484
Adjusted EBITDA Margin	33.9		%	32.6		%	33.6		%	32.3		%
EBITDA Margin	32.7		%	32.2		%	32.8		%	32.0		%
Adjusted EBITDA Margin	33.7		%	32.7		%	33.6		%	32.4		%

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.

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2018			2017
(Dollar amounts in millions)
Debt	$	8,~~458~~312		$	9,~~367~~237
Less: cash and cash equivalents	(~~479~~600		)	(~~535~~607		)
Net debt	7,~~979~~712			8,~~832~~630
Equity and redeemable noncontrolling interests
Redeemable noncontrolling interests	1415			1011
Praxair, Inc. shareholders’ equity	6,~~027~~232			56,~~807~~256
Noncontrolling interests	~~501~~503			~~453~~475
Total equity and redeemable noncontrolling interests	6,~~542~~750			6,~~270~~742
Capital	$	14,~~521~~462		$	15,~~102~~372
DEBT-TO-CAPITAL RATIO	5453.93		%	5856.51		%

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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~~regulatory ~~expected~~or ~~timing~~other ~~and~~limitations ~~likelihood~~imposed ofas ~~the~~a ~~completion~~result 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 orof ~~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.

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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.

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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 ~~June~~September 30, 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)
April 2018	—	$	—	—	$	1,579
July 2018	—	$	—	—	$	1,579
May 2018	2	$	151.89	2	$	1,579
August 2018	2	$	151.89	2	$	1,579
June 2018	—	$	—	—	$	1,579
September 2018	—	$	—	—	$	1,579
Second Quarter 2018	2	$	151.89	2	$	1,579
Third 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 June 30, 2018, the Company purchased $1,421 million of its common stock pursuant to the 2014 program, leaving an additional $79 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.

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Item 6. Exhibits

(a)	Exhibits
	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
	**2.1	Sale and Purchase Agreement, dated July 5, 2018, by and among Praxair, Inc., Taiyo Nippon Sanso Corporation (“Taiyo”), and Linde plc, a public limited company incorporated under the laws of Ireland with respect to the sale of a majority of Praxair’s businesses in Europe to Taiyo in connection with the Business Combination Agreement dated as of June 1, 2017, as amended, to effect a combination of the businesses of Linde AG and Praxair, Inc., 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.

50** Certain schedules or similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplemental copies of any of the omitted schedules or attachments upon request by the SEC.

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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: July 26, 2018		By: /s/ Kelcey E. Hoyt
Date: November 9, 2018		By: /s/ Matthew J. White
		Kelcey E. Hoyt
		Matthew J. White
		Vice President and Controller
		Chief Financial Officer
		(On behalf of the Registrant
		and as Chief Accounting Officer)
		and as principal financial officer)

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