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 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 September 30, 2018, 287,856,237 shares of common stock ($0.01 par value) of the Registrant were outstanding.

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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.

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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

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PRAXAIR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Millions of dollars, except per share data)

(UNAUDITED)



	Quarter Ended September 30,
	2018			2017
SALES	$	3,024		$	2,922
Cost of sales, exclusive of depreciation and amortization	1,714			1,652
Selling, general and administrative	294			300
Depreciation and amortization	306			298
Research and development	23			23
Transaction costs and other charges	31			14
Other income (expense) - net	13			(3		)
OPERATING PROFIT	669			632
Interest expense - net	40			41
Net pension and OPEB cost (benefit), excluding service cost	6			6
INCOME BEFORE INCOME TAXES AND EQUITY INVESTMENTS	623			585
Income taxes	156			162
INCOME BEFORE EQUITY INVESTMENTS	467			423
Income from equity investments	13			12
NET INCOME (INCLUDING NONCONTROLLING INTERESTS)	480			435
Less: noncontrolling interests	(19		)	(16		)
NET INCOME - PRAXAIR, INC.	$	461		$	419
PER SHARE DATA - PRAXAIR, INC. SHAREHOLDERS
Basic earnings per share	$	1.60		$	1.46
Diluted earnings per share	$	1.58		$	1.45
WEIGHTED AVERAGE SHARES OUTSTANDING (000’s):
Basic shares outstanding	288,093			286,467
Diluted shares outstanding	291,513			289,216

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

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PRAXAIR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Millions of dollars, except per share data)

(UNAUDITED)



	Nine months ended September 30,
	2018			2017
SALES	$	9,084		$	8,484
Cost of sales, exclusive of depreciation and amortization	5,114			4,800
Selling, general and administrative	911			895
Depreciation and amortization	928			877
Research and development	71			69
Transaction costs and other charges	74			35
Other income (expense) - net	25			(3		)
OPERATING PROFIT	2,011			1,805
Interest expense - net	130			120
Net pension and OPEB cost (benefit), excluding service cost	10			(7		)
INCOME BEFORE INCOME TAXES AND EQUITY INVESTMENTS	1,871			1,692
Income taxes	462			468
INCOME BEFORE EQUITY INVESTMENTS	1,409			1,224
Income from equity investments	42			35
NET INCOME (INCLUDING NONCONTROLLING INTERESTS)	1,451			1,259
Less: noncontrolling interests	(48		)	(45		)
NET INCOME - PRAXAIR, INC.	$	1,403		$	1,214
PER SHARE DATA - PRAXAIR, INC. SHAREHOLDERS
Basic earnings per share	$	4.87		$	4.24
Diluted earnings per share	$	4.82		$	4.21
WEIGHTED AVERAGE SHARES OUTSTANDING (000’s):
Basic shares outstanding	287,800			286,022
Diluted shares outstanding	291,275			288,524

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 September 30,
	2018			2017
NET INCOME (INCLUDING NONCONTROLLING INTERESTS)	$	480		$	435

OTHER COMPREHENSIVE INCOME (LOSS)
Translation adjustments:
Foreign currency translation adjustments	(89		)	204
Income taxes	2			19
Translation adjustments	(87		)	223
Funded status - retirement obligations (Note 11):
Retirement program remeasurements	3			(9		)
Reclassifications to net income	22			19
Income taxes	(5		)	(4		)
Funded status - retirement obligations	20			6
Derivative instruments (Note 6):
Current quarter unrealized gain (loss)	—			—
Reclassifications to net income	—			—
Income taxes	—			—
Derivative instruments	—			—
TOTAL OTHER COMPREHENSIVE INCOME (LOSS)	(67		)	229

COMPREHENSIVE INCOME (LOSS) (INCLUDING NONCONTROLLING INTERESTS)	413			664
Less: noncontrolling interests	(12		)	(26		)
COMPREHENSIVE INCOME (LOSS) - PRAXAIR, INC.	$	401		$	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)



	Nine months ended September 30,
	2018			2017
NET INCOME (INCLUDING NONCONTROLLING INTERESTS)	$	1,451		$	1,259

OTHER COMPREHENSIVE INCOME (LOSS)
Translation adjustments:
Foreign currency translation adjustments	(623		)	520
Income taxes	8			77
Translation adjustments	(615		)	597
Funded status - retirement obligations (Note 11):
Retirement program remeasurements	(5		)	(29		)
Reclassifications to net income	56			39
Income taxes	(11		)	(4		)
Funded status - retirement obligations	40			6
Derivative instruments (Note 6):
Current period unrealized gain (loss)	—			—
Reclassifications to net income	—			—
Income taxes	—			—
Derivative instruments	—			—
TOTAL OTHER COMPREHENSIVE INCOME (LOSS)	(575		)	603

COMPREHENSIVE INCOME (LOSS) (INCLUDING NONCONTROLLING INTERESTS)	876			1,862
Less: noncontrolling interests	(31		)	(73		)
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)



	September 30, 2018			December 31, 2017
ASSETS
Cash and cash equivalents	$	600		$	617
Accounts receivable - net	1,852			1,804
Inventories	622			614
Prepaid and other current assets	231			250
TOTAL CURRENT ASSETS	3,305			3,285
Property, plant and equipment (less accumulated depreciation of $13,987 in 2018 and $13,819 in 2017)	11,725			12,057
Goodwill	3,201			3,233
Other intangible assets - net	513			553
Other long-term assets	1,235			1,308
TOTAL ASSETS	$	19,979		$	20,436
LIABILITIES AND EQUITY
Accounts payable	$	978		$	972
Short-term debt	115			238
Current portion of long-term debt	1,582			979
Other current liabilities	1,185			1,118
TOTAL CURRENT LIABILITIES	3,860			3,307
Long-term debt	6,615			7,783
Other long-term liabilities	2,754			2,824
TOTAL LIABILITIES	13,229			13,914
Commitments and contingencies (Note 12)
Redeemable noncontrolling interests (Note 14)	15			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	4,088			4,084
Retained earnings	13,913			13,224
Accumulated other comprehensive income (loss) (Note 14)	(4,656		)	(4,098		)
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	6,232			6,018
Noncontrolling interests	503			493
TOTAL EQUITY	6,735			6,511
TOTAL LIABILITIES AND EQUITY	$	19,979		$	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)



	Nine months ended September 30,
	2018			2017
OPERATIONS
Net income - Praxair, Inc.	$	1,403		$	1,214
Noncontrolling interests	48			45
Net income (including noncontrolling interests)	1,451			1,259
Adjustments to reconcile net income to net cash provided by operating activities:
Transaction costs and other charges, net of payments	35			27
Depreciation and amortization	928			877
Deferred income taxes	(6		)	22
Share-based compensation	40			44
Working capital:
Accounts receivable	(121		)	(83		)
Inventory	(29		)	(11		)
Prepaid and other current assets	3			(64		)
Payables and accruals	101			11
Pension contributions	(17		)	(14		)
Long-term assets, liabilities and other	(36		)	137
Net cash provided by operating activities	2,349			2,205
INVESTING
Capital expenditures	(1,056		)	(972		)
Acquisitions, net of cash acquired	(6		)	(18		)
Divestitures and asset sales	77			22
Net cash used for investing activities	(985		)	(968		)
FINANCING
Short-term debt borrowings (repayments) - net	(122		)	(353		)
Long-term debt borrowings	2			11
Long-term debt repayments	(505		)	(160		)
Issuances of common stock	70			90
Purchases of common stock	(2		)	(11		)
Cash dividends - Praxair, Inc. shareholders	(712		)	(675		)
Noncontrolling interest transactions and other	(33		)	(85		)
Net cash provided by (used for) financing activities	(1,302		)	(1,183		)
Effect of exchange rate changes on cash and cash equivalents	(79		)	29
Change in cash and cash equivalents	(17		)	83
Cash and cash equivalents, beginning-of-period	617			524
Cash and cash equivalents, end-of-period	$	600		$	607

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

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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	12

Note 5. Debt	13

Note 6. Financial Instruments	13

Note 7. Fair Value Disclosures	17

Note 8. Earnings Per Share – Praxair, Inc. Shareholders	17

Note 9. Goodwill and Other Intangible Assets	18

Note 10. Share-Based Compensation	20

Note 11. Retirement Programs	22

Note 12. Commitments and Contingencies	23

Note 13. Segments	24

Note 14. Equity and Noncontrolling Interests	25

Note 15. Revenue Recognition	27

Note 16. Income Taxes	29

Note 17. Business Combination with Linde AG	30

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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.

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•

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

Transaction costs and other charges were $31 million and $74 million ($29 million and $67 million after-tax and noncontrolling interest, or $0.10 and $0.23 per diluted share) for the quarter and nine months ended September 30, 2018, respectively. Transaction costs and other charges were $14 million and $35 million ($13 million and $34 million after-tax or $0.05 and $0.12 per diluted share) for the quarter and nine months ended September 30, 2017.

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

During the nine months ended September 30, 2018 and 2017, Praxair had acquisitions totaling $6 million and $18 million, 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)	September 30, 2018		December 31, 2017
Inventories
Raw materials and supplies	$	218	$	224
Work in process	54		57
Finished goods	350		333
Total inventories	$	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 $31 million and $54 million at September 30, 2018 and December 31, 2017, respectively. These amounts are net of reserves of $45 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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5. Debt

The following is a summary of Praxair’s outstanding debt at September 30, 2018 and December 31, 2017:



(Millions of dollars)	September 30, 2018			December 31, 2017
SHORT-TERM
Commercial paper and U.S. bank borrowings	$	83		$	202
Other bank borrowings (primarily international)	32			36
Total short-term debt	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 (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	694			717
2.25% Notes due 2020	299			299
4.05% Notes due 2021	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	636			658
2.65% Notes due 2025	398			397
1.625% Euro-denominated notes due 2025	574			594
3.20% Notes due 2026	725			725
3.55% Notes due 2042	662			662
Other	10			12
International bank borrowings	31			33
Obligations under capital leases	3			4
	8,197			8,762
Less: current portion of long-term debt	(1,582		)	(979		)
Total long-term debt	6,615			7,783
Total debt	$	8,312		$	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)	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.

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



					Fair Value
	Notional Amounts				Assets				Liabilities
(Millions of dollars)	September 30, 2018		December 31, 2017		September 30, 2018		December 31, 2017		September 30, 2018		December 31, 2017
Derivatives Not Designated as Hedging Instruments:
Currency contracts:
Balance sheet items (a)	$	2,099	$	2,693	$	16	$	16	$	6	$	16
Derivatives Designated as Hedging Instruments:
Currency contracts:
Balance sheet items (a)	$	—	$	38	$	—	$	—	$	—	$	2
Forecasted purchases (a)	6		4		—		1		—		—
Interest rate contracts:
Interest rate swaps (a, b)	475		475		—		—		—		—
Total Hedges	$	481	$	517	$	—	$	1	$	—	$	2
Total Derivatives	$	2,580	$	3,210	$	16	$	17	$	6	$	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.

Forecasted Purchases

Foreign currency contracts related to forecasted purchases consist of forward contracts entered into to manage the exposure to fluctuations in foreign-currency exchange rates on forecasted purchases of capital-related equipment and services denominated

in currencies other than the functional currency of the related operating units. These forward contracts were designated and accounted for as cash flow hedges.

Net Investment Hedge

As of September 30, 2018, the Company has €1.65 billion ($1.92 billion) of Euro-denominated notes, of which €1.63 billion ($1.89 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 $162 million (long-term debt decreased by $65 million during the first 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 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 matured on 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 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:



	Year Terminated	Original Gain / (Loss)			Unrecognized Gain / (Loss) (a)
(Millions of dollars)	Year Terminated	Original Gain / (Loss)			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	)
$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			1			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.

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 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	$	17	$	19		$	(15	)	$	128
Other balance sheet items	3		(1		)	4			1
Total	$	20	$	18		$	(11	)	$	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 of Income
(Millions of dollars)	September 30, 2018		September 30, 2017			September 30, 2018		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	$	—	$	—		$	—	$	—



	Nine Months Ended
	Amount of Gain (Loss) Recognized in AOCI					Amount of Gain (Loss) Reclassified from AOCI to the Consolidated Statement of Income
(Millions of dollars)	September 30, 2018		September 30, 2017			September 30, 2018		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

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 $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)	September 30, 2018	December 31, 2017	September 30, 2018		December 31, 2017		September 30, 2018	December 31, 2017
Assets
Derivatives	—	—	$	16	$	17	—	—
Liabilities
Derivatives	—	—	$	6	$	18	—	—

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

The fair values of cash and cash equivalents, short-term debt, accounts receivable-net, and accounts payable approximate carrying amounts because of the short maturities of these instruments. The fair value of long-term debt is estimated based on the quoted market prices for similar issues, which is deemed a level 2 measurement. At September 30, 2018, the estimated fair value of Praxair’s long-term debt portfolio was $8,164 million versus a carrying value of $8,197 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 September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Numerator (Millions of dollars)
Net income - Praxair, Inc.	$	461	$	419	$	1,403	$	1,214
Denominator (Thousands of shares)
Weighted average shares outstanding	287,752		286,103		287,465		285,654
Shares earned and issuable under compensation plans	341		364		335		368
Weighted average shares used in basic earnings per share	288,093		286,467		287,800		286,022
Effect of dilutive securities
Stock options and awards	3,420		2,749		3,475		2,502
Weighted average shares used in diluted earnings per share	291,513		289,216		291,275		288,524
Basic Earnings Per Share	$	1.60	$	1.46	$	4.87	$	4.24
Diluted Earnings Per Share	$	1.58	$	1.45	$	4.82	$	4.21

There were no antidilutive shares for the quarter and nine months ended September 30, 2018. There were no antidilutive shares for the quarter ended September 30, 2017. Stock options of 2,439,499 for nine months ended 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 nine months ended September 30, 2018 were as follows:



(Millions of dollars)	North America		South America			Europe			Asia			Surface Technologies			Total
Balance, December 31, 2017	$	2,202	$	129		$	698		$	61		$	143		$	3,233
Acquisitions	3		—			—			—			—			3
Purchase adjustments & other	12		—			—			—			—			12
Foreign currency translation	—		(27		)	(16		)	(1		)	(3		)	(47		)
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 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 September 30, 2018.

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

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(Millions of dollars)	Customer & License/Use Agreements			Non-compete Agreements			Patents & Other			Total
Cost:
Balance, December 31, 2017	$	772		$	28		$	52		$	852
Additions	1			1			—			2
Foreign currency translation	(9		)	—			(1		)	(10		)
Other*	(20		)	(5		)	—			(25		)
Balance, September 30, 2018	$	744		$	24		$	51		$	819
Less: Accumulated amortization
Balance, December 31, 2017	$	(260	)	$	(18	)	$	(21	)	$	(299	)
Amortization expense	(28		)	(3		)	(3		)	(34		)
Foreign currency translation	3			—			—			3
Other*	19			5			—			24
Balance, September 30, 2018	$	(266	)	$	(16	)	$	(24	)	$	(306	)
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	$	11
2019	43
2020	41
2021	39
2022	38
Thereafter	341
	$	513

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10. Share-Based Compensation

Share-based compensation expense of $19 million and $16 million was recognized during the quarters ended September 30, 2018 and 2017, respectively. Share-based compensation of $40 million and $44 million was recognized during the nine months ended September 30, 2018 and 2017, respectively. 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 nine months ended 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:



	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 September 30, 2018 and changes during the nine-month period then ended (averages are calculated on a weighted basis; life in years; intrinsic value expressed in millions):



	Number of Options (000’s)		Average Exercise Price		Average Remaining Life	Aggregate Intrinsic Value
Outstanding at January 1, 2018	10,787		$	108.70
Granted	1,625		154.00
Exercised	(1,502	)	94.50
Cancelled or Expired	(63	)	128.91
Outstanding at September 30, 2018	10,847		117.34		6.2	$	471
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 $160.73 as of 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 nine months ended September 30, 2018 was $19 million and $96 million, respectively ($17 million and $80 million during the same periods in 2017, respectively).

Cash received from option exercises under all share-based payment arrangements for the quarter and nine months ended September 30, 2018 was $21 million and $59 million, respectively ($18 million and $81 million for the same periods in 2017). The cash tax benefit realized from share-based compensation totaled $9 million and $28 million for the quarter and nine months ended September 30, 2018, respectively ($5 million and $31 million for the same periods in 2017, respectively).

As of September 30, 2018, $26 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 nine months ended 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 nine months ended 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 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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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 nine months ended September 30, 2018 and 2017 are shown below:



	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		$	—	$	—	$	36		$	35		$	1		$	2
Amount recognized in Net pension and OPEB cost (benefit), excluding service cost
Interest cost	25			25			1		2		76			76			3			4
Expected return on plan assets	(42		)	(40		)	—		—		(125		)	(120		)	—			—
Net amortization and deferral	18			17			—		—		54			51			(2		)	(2		)
Curtailment gain (a)	—			—			—		—		—			—			—			(18		)
Settlement charge	4			2			$	—	$	—	4			2			$	—		$	—
	$	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.

In the third quarters of 2018 and 2017, a series of lump sum benefit payments made from the U.S. supplemental pension plan and an international pension plan, respectively, triggered settlements of the related pension obligations. Accordingly, Praxair recorded pension settlement charges of $4 million ($3 million after-tax or $0.01 per diluted share) and $2 million ($1 million after-tax or less than $0.01 per diluted share) in 2018 and 2017, respectively.

Praxair 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 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 $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$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$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 nine months ended 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 September 30,				Nine Months Ended September 30,
(Millions of dollars)	2018		2017		2018		2017
SALES^(a)
North America	$	1,613	$	1,518	$	4,770	$	4,481
Europe	425		407		1,297		1,146
South America	329		389		1,043		1,131
Asia	487		451		1,465		1,268
Surface Technologies	170		157		509		458
Total sales	$	3,024	$	2,922	$	9,084	$	8,484



	Quarter Ended September 30,						Nine Months Ended September 30,
(Millions of dollars)	2018			2017			2018			2017
OPERATING PROFIT
North America	$	420		$	386		$	1,258		$	1,121
Europe	81			79			248			220
South America	57			66			167			178
Asia	110			88			321			243
Surface Technologies	32			27			91			78
Segment operating profit	700			646			2,085			1,840
Transaction costs and other charges (Note 2)	(31		)	(14		)	(74		)	(35		)
Total operating profit	$	669		$	632		$	2,011		$	1,805


(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 September 30,
(Millions of dollars)	2018									2017
Activity	Praxair, Inc. Shareholders’ Equity			Noncontrolling Interests			Total Equity			Praxair, Inc. Shareholders’ Equity			Noncontrolling Interests			Total Equity
Balance, beginning of period	$	6,027		$	501		$	6,528		$	5,807		$	453		$	6,260
Net income (a)	461			19			480			419			16			435
Other comprehensive income (loss)	(60		)	(7		)	(67		)	219			10			229
Noncontrolling interests:
Additions (reductions)	—			—			—			—			2			2
Dividends and other capital changes	—			(10		)	(10		)	—			(6		)	(6		)
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)	(238		)	—			(238		)	(225		)	—			(225		)
Issuances of common stock:
For the dividend reinvestment and stock purchase plan	2			—			2			2			—			2
For employee savings and incentive plans	23			—			23			18			—			18
Purchases of common stock	(1		)	—			(1		)	—			—			—
Share-based compensation	19			—			19			16			—			16
Balance, end of period	$	6,232		$	503		$	6,735		$	6,256		$	475		$	6,731

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	Nine Months Ended September 30,
(Millions of dollars)	2018									2017
Activity	Praxair, Inc. Shareholders’ Equity			Noncontrolling Interests			Total Equity			Praxair, Inc. Shareholders’ Equity			Noncontrolling Interests			Total Equity
Balance, beginning of period	$	6,018		$	493		$	6,511		$	5,021		$	420		$	5,441
Net income (a)	1,403			46			1,449			1,214			44			1,258
Other comprehensive income (loss)	(558		)	(17		)	(575		)	575			28			603
Noncontrolling interests:
Additions (reductions)	—			7			7			—			9			9
Dividends and other capital changes	—			(26		)	(26		)	—			(26		)	(26		)
Redemption value adjustments	(3		)	—			(3		)	—			—			—
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	5			—			5			5			—			5
For employee savings and incentive plans	41			—			41			72			—			72
Other	—			—			—			—			—			—
Purchases of common stock	(2		)	—			(2		)	—			—			—
Share-based compensation	40			—			40			44			—			44
Balance, end of period	$	6,232		$	503		$	6,735		$	6,256		$	475		$	6,731


(a)	Net income for noncontrolling interests excludes Net income related to redeemable noncontrolling interests of $2 million for the nine months ended 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:



	September 30,			December 31,
(Millions of dollars)	2018			2017
Cumulative translation adjustment - net of taxes:
North America	$	(891	)	$	(885	)
South America	(2,391		)	(2,004		)
Europe	(427		)	(398		)
Asia	(314		)	(151		)
Surface Technologies	(30		)	(17		)
	(4,053		)	(3,455		)
Derivatives - net of taxes	(1		)	(1		)
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		)
	$	(4,656	)	$	(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 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 nine months ended 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		)	(1		)
Redemption value adjustments/accretion	3			—
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

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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 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 nine months ended September 30, 2018.

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

Merchant	$	604		$	146	$	125	$	163	$	—	$	1,038	34	%
On-Site	474			78		112		241		—		905		30	%
Packaged Gas	495			184		86		55		—		820		27	%
Other	40			17		6		28		170		261		9	%
	$	1,613		$	425	$	329	$	487	$	170	$	3,024	100	%



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

Merchant	$	1,768		$	446	$	399	$	474	$	—	$	3,087	34	%
On-Site	1,392			235		343		737		—		2,707		30	%
Packaged Gas	1,496			564		277		166		—		2,503		28	%
Other	114			52		24		88		509		787		8	%
	$	4,770		$	1,297	$	1,043	$	1,465	$	509	$	9,084	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 $19 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 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.

The Company continues 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. As of September 30, 2018, there have been no adjustments to the net provisional income tax charge recognized in 2017. In October 2018, the Company completed and filed its U.S. federal income tax return including the tax on deemed repatriation. During the fourth quarter, the Company will

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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 nine months ended September 30, 2018 and 2017:



	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	$	3,024		$	2,922		3	%	$	9,084		$	8,484		7	%
Cost of sales, exclusive of depreciation and amortization	$	1,714		$	1,652		4	%	$	5,114		$	4,800		7	%
Gross margin (a)	$	1,310		$	1,270		3	%	$	3,970		$	3,684		8	%
As a percent of sales	43.3		%	43.5		%			43.7		%	43.4		%
Selling, general and administrative	$	294		$	300		(2	)%	$	911		$	895		2	%
As a percent of sales	9.7		%	10.3		%			10.0		%	10.5		%
Depreciation and amortization	$	306		$	298		3	%	$	928		$	877		6	%
Transaction costs and other charges (b)	$	31		$	14				$	74		$	35
Other income (expense) - net	$	13		$	(3	)			$	25		$	(3	)
Operating profit	$	669		$	632		6	%	$	2,011		$	1,805		11	%
Operating margin	22.1		%	21.6		%			22.1		%	21.3		%
Interest expense - net	$	40		$	41		(2	)%	$	130		$	120		8	%
Net pension and OPEB cost (benefit), excluding service cost	$	6		$	6				$	10		$	(7	)
Effective tax rate	25.0		%	27.7		%			24.7		%	27.7		%
Income from equity investments	$	13		$	12		8	%	$	42		$	35		20	%
Noncontrolling interests	$	(19	)	$	(16	)	19	%	$	(48	)	$	(45	)	7	%
Net income - Praxair, Inc.	$	461		$	419		10	%	$	1,403		$	1,214		16	%
Diluted earnings per share	$	1.58		$	1.45		9	%	$	4.82		$	4.21		14	%
Diluted shares outstanding	291,513			289,216			1	%	291,275			288,524			1	%
Number of employees	26,714			26,531					26,714			26,531
Adjusted Amounts (b)
Operating profit	$	700		$	646		8	%	$	2,085		$	1,840		13	%
Operating margin	23.1		%	22.1		%			23.0		%	21.7		%
Net pension and OPEB cost (benefit), excluding service cost	$	2		$	4				$	6		$	(9	)
Effective tax rate	24.2		%	27.3		%			24.1		%	27.2		%
Noncontrolling interests	$	(19	)	$	(16	)	19	%	$	(47	)	$	(45	)	4	%
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	$	988		$	942				$	2,981		$	2,717
EBITDA Margin	32.7		%	32.2		%			32.8		%	32.0		%
Adjusted EBITDA	$	1,019		$	956				$	3,055		$	2,752
Adjusted EBITDA Margin	33.7		%	32.7		%			33.6		%	32.4		%


(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 third quarter of 2018, Praxair’s sales were $3,024 million, 3% 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 was 6% driven by higher volumes, including new project start-ups, and price attainment, across most segments. Reported operating profit for the third quarter of 2018 of $669 million, 22.1% of sales, was 6% above the prior-year quarter. Operating profit included transaction costs and other charges of $31 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 $700 million, 23.1% of sales and 8% above the 2017 adjusted third quarter driven by higher volumes and price. The company's EBITDA margin was 32.7% and adjusted EBITDA margin was 33.7%. The reported effective tax rate ("ETR") was 25.0% versus 27.7% in the third quarter of 2017, reflecting the impact of U.S. tax reform. The adjusted ETR was 24.2% versus 27.3% in the third quarter of 2017. Diluted earnings per share ("EPS") was $1.58, 9% above reported EPS of $1.45 in the third quarter of 2017. On an adjusted basis, EPS was $1.69, 13% above the 2017 EPS of $1.50, 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 September 30, 2018, Praxair’s backlog of 23 large projects under construction was $2.2 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 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	4	%	4	%	4	%	7	%
Price/Mix	2	%	10	%	2	%	9	%
Cost pass-through	1	%	—	%	1	%	—	%
Currency	(4	)%	(4	)%	—	%	—	%
Acquisitions/divestitures	—	%	—	%	—	%	—	%
Other	—	%	(4	)%	—	%	(5	)%
Reported	3	%	6	%	7	%	11	%
Add: Transaction costs and other charges	—	%	2	%	—	%	2	%
Adjusted	3	%	8	%	7	%	13	%

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



	Quarter Ended September 30,						Nine Months Ended September 30,
	% of Sales				% Change*		% of Sales				% Change*
	2018		2017		% Change*		2018		2017		% Change*
Sales by End Markets
Manufacturing	22	%	22	%	6	%	22	%	22	%	7	%
Metals	16	%	17	%	4	%	17	%	17	%	8	%
Energy	12	%	11	%	8	%	11	%	12	%	4	%
Chemicals	11	%	10	%	18	%	11	%	10	%	15	%
Electronics	9	%	9	%	6	%	9	%	9	%	7	%
Healthcare	8	%	8	%	6	%	8	%	8	%	6	%
Food & Beverage	10	%	10	%	7	%	9	%	9	%	6	%
Aerospace	4	%	3	%	15	%	4	%	3	%	13	%
Other	8	%	10	%	(1	)%	9	%	10	%	1	%
	100	%	100	%			100	%	100	%

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



	Quarter Ended September 30,						Nine Months Ended September 30,
	% of Sales						% of Sales

PRAXAIR INC 10-Q