UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 1-11037
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Praxair, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 06-124-9050
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
39 Old Ridgebury Road, Danbury, CT 06810-5113
- --------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(203) 837-2000
--------------------------------------------------
Registrant's telephone number, including area code
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 [X] No [ ]
At March 31, 1997, 157,691,739 shares of common stock ($.01 par value) of the
Registrant were outstanding.
<PAGE>
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statement of Income - Praxair, Inc. and Subsidiaries
Quarter Ended March 31, 1997 and 1996 (Unaudited)
Condensed Consolidated Balance Sheet - Praxair, Inc. and Subsidiaries
March 31, 1997 (Unaudited) and December 31, 1996
Condensed Consolidated Statement of Cash Flows - Praxair, Inc. and
Subsidiaries Quarter Ended March 31, 1997 and 1996 (Unaudited)
Notes to Condensed Consolidated Financial Statements - Praxair, Inc.
and Subsidiaries (Unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K
Signature
Exhibit Index
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PRAXAIR, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(Millions of dollars, except per share)
Quarter Ended
March 31,
----------------
1997 1996
------- -------
SALES $1,158 $1,090
Cost of sales, exclusive of
depreciation and amortization ....... 665 629
Selling, general and administrative ... 167 180
Depreciation and amortization ......... 110 101
Research and development .............. 19 17
CBI integration charges ............... - 85
Other income-net ...................... 10 4
------- -------
OPERATING PROFIT ...................... 207 82
Interest expense ...................... 51 50
------- -------
INCOME BEFORE INCOME TAXES ............ 156 32
Income taxes .......................... 39 2
------- -------
INCOME OF CONSOLIDATED ENTITIES ....... 117 30
Minority interests .................... (17) (15)
Income from equity investments ........ 2 2
------- -------
NET INCOME ............................ $ 102 $ 17
PER SHARE:
Net Income ............................ $ 0.62 $ 0.11
Cash dividends ........................ $ 0.11 $ 0.095
The accompanying notes are an integral part of these financial statements.
<PAGE>
PRAXAIR, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Millions of dollars)
March 31,
1997 December 31,
(Unaudited) 1996
----------- ------------
ASSETS
Cash and cash equivalents ....................... $ 70 $ 63
Accounts receivable ............................. 912 914
Inventories ..................................... 301 312
Assets held for sale - net ...................... 277 287
Prepaid and other ............................... 129 90
-------- --------
TOTAL CURRENT ASSETS ....................... 1,689 1,666
Property, plant and equipment-net ............... 4,317 4,269
Other assets .................................... 1,632 1,603
-------- --------
TOTAL ASSETS ............................... $ 7,638 $ 7,538
LIABILITIES AND EQUITY
Accounts payable ................................ $ 335 $ 408
Short-term debt ................................. 1,622 1,520
Current portion of long-term debt ............... 68 42
Other current liabilities ....................... 508 580
-------- --------
TOTAL CURRENT LIABILITIES .................. 2,533 2,550
Long-term debt .................................. 1,685 1,703
Other long-term obligations ..................... 802 793
-------- --------
TOTAL LIABILITIES .......................... 5,020 5,046
Minority interests .............................. 583 493
Preferred stock ................................. 75 75
Shareholders' equity ............................ 1,960 1,924
-------- --------
TOTAL LIABILITIES AND EQUITY ............... $ 7,638 $ 7,538
The accompanying notes are an integral part of these financial statements.
<PAGE>
PRAXAIR, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(Millions of dollars)
Quarter ended March 31,
-------------------------
1997 1996
----------- -----------
OPERATIONS
Net income ..................................... $ 102 $ 17
Adjustments:
Depreciation and amortization ................ 110 101
CBI integration charges ...................... (8) 84
Deferred income taxes ........................ 4 (29)
Gain on sale of fixed assets ................. 1 (2)
Working capital .............................. (146) (100)
Long-term assets and liabilities ............. (13) 27
Other non-cash charges ....................... 10 8
------- -------
Net cash provided by operating activities .. 60 106
------- -------
INVESTING
Capital expenditures ........................... (200) (223)
Investments .................................... (22) (1,505)
Divestitures and asset sales ................... 13 5
-------- --------
Net cash used for investing activities ..... (209) (1,723)
-------- --------
FINANCING
Short-term borrowings-net ...................... 102 1,492
Long-term borrowings ........................... 35 5
Long-term debt repayments ...................... (19) (284)
Minority transactions and other ................ 56 (55)
Issuances of common stock ...................... 40 512
Purchases of common stock ...................... (39) (7)
Cash dividends ................................. (18) (13)
-------- --------
Net cash used for financing activities ..... 157 1,650
-------- --------
Effect of exchange rate changes on cash and
cash equivalents ............................... (1) -
-------- --------
Change in cash and cash equivalents .............. 7 33
Cash and cash equivalents beginning-of-year....... 63 15
-------- --------
Cash and cash equivalents end-of-period .......... $ 70 $ 48
The accompanying notes are an integral part of these financial statements.
<PAGE>
PRAXAIR INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. 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. These adjustments consisted of only normal recurring
adjustments. The accompanying condensed consolidated financial statements
should be read in conjunction with the Notes to the Financial Statements
of Praxair, Inc. and subsidiaries in Praxair's 1996 Annual Report.
Certain prior years' amounts have been reclassified to conform to the
current years' presentation.
2. 1996 Acquisition of CBI Industries, Inc. (CBI)
ACQUISITION - On January 12, 1996, Praxair acquired approximately 94% of
the outstanding shares of CBI common stock and on March 13, 1996 Praxair
acquired the remaining common stock outstanding. The total purchase price
for CBI's common stock was $2.2 billion including assumed debt of $735
million. The results of CBI's operations have been included in the
consolidated financial statements effective January 1, 1996. (See Note 2
to Praxair's 1996 consolidated financial statements.)
ASSETS HELD FOR SALE - In connection with the acquisition, Praxair
determined that certain CBI businesses were not strategic to the combined
company and has sold or has taken actions to sell these businesses.
During the first quarter of 1997, two small businesses were sold, and on
April 2, 1997 Praxair sold 96% of Chicago Bridge & Iron Company N.V. in an
initial public offering transaction which will reduce the assets held for
sale-net by approximately $215 million. The after-tax proceeds from the
sales were used by Praxair to repay outstanding short-term debt.
3. CBI Integration Charges
In March 1996, Praxair recorded a charge of $85 million pre-tax ($53 million
after tax benefits of $30 million and minority interests of $2 million)
for severance-related, lease termination and other exit costs associated
with the integration of the industrial gases businesses of CBI and
Praxair. (See Note 3 to Praxair's 1996 consolidated financial
statements.)
Through March 31, 1997, actual separations totaled approximately 1,560
employees and at March 31, 1997, the remaining accrual balance was $38
million.
<PAGE>
4. Inventories
The following is a summary of Praxair's consolidated inventories:
(Millions of dollars)
March 31,
1997 December 31,
(Unaudited) 1996
----------- ------------
Raw materials and supplies...... $ 119 $ 118
Work in process................. 30 40
Finished goods.................. 152 154
------ ------
$ 301 $ 312
5. Shareholders' Equity
Changes in Shareholders' Equity were as follows:
(Thousands of shares)
Common Treasury
Stock Issued Stock
------------ ---------
Balance, January 1, 1997................ 157,501 12
Common stock activity (a) .............. 1,025 822
--------- ---------
Balance, March 31, 1997................. 158,526 834
(Millions of dollars) Additional Cumulative
Common Paid-In Retained Translation Treasury
Stock Capital Earnings Adjustment Stock Total
------ ---------- -------- ----------- ------ -------
Balance, January 1, 1997..$ 2 $1,350 $ 698 $(126) $ - $1,924
Net income................ 102 102
Dividends - common stock.. (18) (18)
Common stock activity (a). 40 (39) 1
Translation adjustments... (49) (49)
--- ------ ----- ----- ----- ------
Balance, March 31, 1997... 2 1,390 782 (175) (39) 1,960
=== ====== ===== ===== ===== ======
(a) Relates to issuances of common stock for the Dividend Reinvestment and
Stock Purchase Plan, and employee savings and incentive plans, and
purchases of common stock.
During the quarter ended March 31, 1997, Praxair granted options for 587,825
shares of common stock having option prices ranging from $46.50 to $49.38
per share, the closing market price of Praxair's common stock on the day of
the grants. At March 31, 1997 there were 11,236,674 shares under option at
prices ranging from $9.80 to $49.38 per share (weighted average of $22.72)
of which options for 7,822,349 shares were exercisable at prices ranging
from $9.80 to $29.63 per share (weighted average of $15.16). During the
quarter ended March 31, 1997, 806,021 options were exercised.
<PAGE>
6. Earnings Per Share
Earnings per share is computed by dividing net income for the period by the
weighted average number of common shares outstanding and common stock
equivalents (see Exhibit 11). Weighted average common shares and common
stock equivalents used to compute earnings per share amounts were as
follows:
Quarter ended March 31,1997................. 164,332,329
Quarter ended March 31,1996................. 148,438,340
RECENTLY ISSUED ACCOUNTING STANDARD ON EARNINGS PER SHARE
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Share," issued in February 1997, establishes new standards for computing
and presenting earnings per share (EPS) effective for December 31, 1997
reporting. At that time, all previous EPS disclosures will be restated to
comply with the new standard. SFAS No. 128 requires a dual presentation
of basic and diluted EPS and a reconciliation of the numerator and
denominator amounts used in the computations. Basic EPS is new for
Praxair and is essentially net income divided by the weighted average
common shares outstanding during the period. Diluted EPS is consistent
with Praxair's current EPS disclosures which reflects the potential
dilution of outstanding stock options and other common stock equivalents.
The basic and diluted EPS, using the new standard, for the quarter ended
March 31, 1997 and for all 1996 quarters are as follows:
Quarters Ended March 31, 1996 Quarters
------------------------ ----------------------
1997 1996 2Q 3Q 4Q
----- ----- ----- ----- -----
Basic EPS $0.65 $0.12 $0.52 $0.56 $0.61
Diluted EPS $0.62 $0.11 $0.50 $0.54 $0.59
EPS amounts, using the new standard, for the years ended December 31,
1996, 1995, 1994 and 1993 are as follows:
1996 1995 1994 1993
----- ----- ----- -----
Basic EPS $1.85 $1.89 $1.49 $0.89
Diluted EPS $1.77 $1.82 $1.45 $0.87
7. Debt and Financial Instruments
Debt - The following is a summary of Praxair's outstanding debt at March 31,
1997 and December 31, 1996:
(Millions of dollars) March 31,
1997 December 31,
(Unaudited) 1996
----------- ------------
Short-term:
Commercial paper....................... $ 976 $ 880
Other U.S. bank borrowings............. 213 318
Canadian borrowings.................... 172 167
South American borrowings.............. 155 106
International borrowings............... 106 49
------- -------
Total Short-term Debt.................... 1,622 1,520
<PAGE>
Long-term:
U.S.:
6.75% Notes due 2003................... 300 300
8.70% Debentures due 2022.............. 300 300
6.70% Notes due 2001................... 250 250
6.90% Notes due 2006................... 250 250
6.85% Notes due 2005................... 150 150
6.25% Notes due 2000................... 75 75
6.625% Notes due 2003................... 75 75
Other borrowings........................ 65 67
Canadian subsidiary borrowings............ 90 90
South American subsidiary borrowings...... 127 109
Other International borrowings............ 71 79
------ ------
1,753 1,745
Less: Current portion of long-term debt.. 68 42
------- -------
Total Long-term Debt..................... 1,685 1,703
------- -------
Total Debt............................... $3,375 $3,265
On April 2, 1997, Praxair sold approximately 96% of Chicago Bridge & Iron
Company N.V. in an initial public offering transaction. The proceeds were
used to reduce short term debt by approximately $215 million.
Financial Instruments - The following table is a summary of the notional
amount of interest rate swap and cap agreements at March 31, 1997 and
December 31, 1996:
(Millions of dollars)
March 31,
1997 December 31,
(Unaudited) 1996
----------- ------------
Maturing within one year:
Fixed Rate Swaps . . . . . . $650* $950*
Floating Rate Swaps . . . . 15 15
Caps . . . . . . . . . . . . 200 200
Maturing between 1-5 years:
Fixed Rate Swaps . . . . . . $100 $100
Floating Rate Swaps . . . . 150 150
*Also, at March 31, 1997, the expiration dates for $500 million of these
swaps ($600 million at December 31, 1996) have effectively been extended to
later dates within the one-year maturity period through the use of forward
starting fixed rate swaps.
At March 31, 1997, Praxair had $374 million of currency exchange forward
contracts outstanding ($262 million at December 31, 1996), primarily to hedge
balance sheet exposures. These contracts generally mature within a year.
<PAGE>
8. Preferred Stock of Subsidiary Company
In March 1997, a wholly-owned subsidiary of Praxair issued $96 million of
cumulative preferred stock. Preferred stock totaling $40 million is
entitled to receive cumulative annual dividends of 5.65% and is
mandatorily redeemable in 2002. Preferred stock totaling $56 million is
entitled to receive cumulative annual dividends of 5.42% and is
mandatorily redeemable in 2000. The proceeds were used to repay
short-term debt. This preferred stock is included in minority interests
in the consolidated financial statements.
<PAGE>
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Consolidated Results
The following provides summary data for the quarter ended March 31, 1997 and
1996.
(Millions of dollars, except percent)
Percent
Quarter Ended March 31, 1997 1996(a) Change
- ------------------------- ------ -------- ---------
Sales................................. $1,158 $1,090 + 6%
Selling, general and administrative... $ 167 $ 180 - 7%
Depreciation and amortization......... $ 110 $ 101 + 9%
Operating profit...................... $ 207 $ 82
Operating profit, excluding the 1996
CBI integration charges............. $ 207 $ 167 + 24%
Interest expense...................... $ 51 $ 50 + 2%
Effective tax rate.................... 25% 6%
Effective tax rate, excluding the 1996
CBI integration charges............. 25% 27% - 2%
Net income............................ $ 102 $ 17
Net income, excluding the 1996
CBI integration charges............. $ 102 $ 70 + 46%
(a) Effective January 1, 1996, Praxair acquired 100% of the common stock of
CBI Industries, Inc. (CBI). Also, during the quarter ended March 31,
1996, Praxair recorded a charge of $85 million pre-tax ($53 million after
tax) to cover CBI integration costs (see notes 2 and 3 to Praxair's 1996
consolidated financial statements).
The sales growth of 6% for the quarter was predominately due to increased sales
volumes, the effect of newly acquired packaged gases' and Surface Technologies'
subsidiaries, and modest pricing gains partly offset by unfavorable currency
translation effects. Merchant and packaged gases prices were up in most
geographic segments. Surface Technologies posted record sales, increasing
approximately 19% for the quarter primarily due to volume growth and
acquisitions.
Excluding the 1996 CBI integration charges, the sales growth along with
productivity gains associated with the integration of the Liquid Carbonic
business were primarily responsible for the increase in Operating profit to
$207 million. Increased depreciation and amortization reflected new projects
coming on-stream, as well as packaged gases' and Surface Technologies'
acquisitions. Selling, general and administrative expenses decreased primarily
due to productivity improvements and cost synergies associated with the
integration of the Liquid Carbonic business.
Interest expense increased slightly due to higher debt levels. The effective
tax rate for the quarter was 25%, a 2% decrease from the 1996 effective tax
rate (excluding the tax benefit associated with the CBI integration charges).
This decrease is due primarily to planned tax synergies.
<PAGE>
Net Income for the quarter increased over the 1996 amount (excluding the CBI
integration charges) due principally to higher operating profit and the lower
effective tax rate, partially offset by negative currency translation effects.
The number of employees at March 31, 1997 was approximately 25,400 (excluding
employees of the operations held for sale) which, when adjusted for
acquisitions, reflects a decrease of approximately 1,050 from March 31, 1996.
The decrease is principally the result of the integration of the Liquid
Carbonic business partially offset by the addition of employees to support
volume growth.
Segment Discussion
This summary of Sales, Operating profit and Operating profit excluding the 1996
CBI integration charges by geographic segment provides a basis for the
discussion that follows:
(Millions of dollars)
-Quarter Ended March 31,-
1997 1996
----- -----
SALES
United States.................... $ 588 $ 522
South America.................... 248 243
Europe........................... 150 155
Canada, Mexico, Asia and Other... 172 170
------- -------
$1,158 $1,090
(Millions of dollars)
-Quarter Ended March 31,-
1997 1996
----- -----
OPERATING PROFIT
United States.................... $ 112 $ 42
South America.................... 52 35
Europe........................... 29 25
Canada, Mexico, Asia and Other... 20 (9)
Corporate........................ (6) (11)
------- -------
$ 207 $ 82
(Millions of dollars)
-Quarter Ended March 31,-
1997 1996
----- -----
OPERATING PROFIT
excluding 1996 CBI integration charges
United States.................... $ 112 $ 79
South America.................... 52 48
Europe........................... 29 29
Canada, Mexico, Asia and Other... 20 19
Corporate........................ (6) (8)
------- -------
$ 207 $ 167
<PAGE>
United States
Strong volume growth, the effect of newly acquired package gases' and Surface
Technologies' subsidiaries, and modest pricing gains accounted for the sales
increase for the quarter ended March 31, 1997 as compared to the 1996 period.
For the quarter, Merchant gas pricing increased 1%, and U.S. industrial gases
volumes increased sales by 6%.
Operating profit improved 42% for the quarter (excluding the 1996 CBI
integration charges) with the operating margin increasing to 19.0% from 15.1%
in 1996. The improvement is due primarily to the increased sales, cost
synergies associated with the integration of the Liquid Carbonic business,
higher profitability in the Surface Technologies' business and other cost
improvements.
South America
Sales for the quarter ended March 31, 1997 increased 2% primarily due to sales
volume growth partly offset by unfavorable currency translation effects.
Operating profit for the quarter ended March 31, 1997 increased 8% compared to
the first quarter 1996 (excluding the CBI integration charges). This was due
to increased sales volume growth and cost improvements partly offset by
unfavorable currency translation effects.
Europe
Sales for the quarter ended March 31, 1997 decreased 3% as compared to the
first quarter of 1996 due primarily to currency translation, which more than
offset volume increases and sales associated with Surface Technologies'
acquisitions. Excluding the currency translation effects for the quarter ended
March 31, 1997, sales increased by 4%.
Operating profit for the quarter ended March 31, 1997 was consistent with the
first quarter of 1996 (excluding the CBI integration charges). Excluding the
currency translation effects for the quarter ended March 31, 1997, operating
profit increased primarily due to increased volumes and Surface Technologies'
acquisitions.
Canada, Mexico, Asia and Other
Sales for the quarter ended March 31, 1997 increased 1% as compared to the 1996
period due to volume growth in Mexico and Asia and pricing improvement in
Mexico partly offset by unfavorable currency translation effects.
Operating Profit for the quarter ended March 31, 1997 increased slightly as
compared to the first quarter of 1996 (excluding the CBI integration charges).
Operating profit in Canada improved due to synergies realized from the
integration of the Liquid Carbonic business. This was offset by increased
business development costs in Asia.
<PAGE>
Liquidity, Capital Resources and Other Financial Data
Cash Flow From Operations
Cash flow from operations in the first quarter of 1997 decreased from $106
million to $60 million, primarily due to payments related to prior years'
incentive compensation programs. Excluding the incentive compensation payments,
working capital remained consistent with the first quarter of 1996.
Investing
Cash flow used for investing in the first quarter of 1997 totaled $209 million,
a decrease of $69 million from 1996 (excluding the acquisition of CBI). This
decrease was due primarily to slightly lower construction expenditures and
higher investment expenditures in 1996 relating to package gases' acquisitions.
Construction expenditures for the first quarter of 1997 totaled $200 million,
down $23 million from the corresponding quarter in 1996, largely due to the
timing of cash payments.
Investment expenditures for the first quarter of 1997 totaled $22 million
primarily relating to investments in India and a Surface Technologies'
acquisition in the United Kingdom.
On a worldwide basis, construction and investment expenditures for the full
year 1997 are expected to be approximately $1 billion primarily from growth
opportunities in the United States, South America, Europe and Asia and the
continuation of Praxair's packaged gases and Surface Technologies acquisition
strategies.
Financing
At March 31, 1997, Praxair's total debt outstanding was $3,375 million, an
increase of $110 million versus December 31, 1996. Also, as discussed in Note 8
to the condensed consolidated financial statements, a wholly-owned subsidiary
issued preferred shares for $96 million and the proceeds were used to repay
short-term debt. This increased financing was used to fund working capital
needs related primarily to scheduled payments for prior years' incentive
programs, CBI integration charges and trade accounts payable. As of March 31,
1997, there were no borrowings under Praxair's $1.5 billion U. S. bank credit
facility.
Praxair's debt-to-capital ratio was reduced from 56.7% at December 31, 1996 to
54.7% determined on a pro forma basis including the proceeds from the public
offering of Chicago Bridge & Iron Company N.V. received on April 2, 1997 (see
Note 2 to the condensed consolidated financial statements).
Recently Issued Accounting Standard on Earnings per Share
See Note 6 to the condensed consolidated financial statements.
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of the Shareholders of Praxair, Inc. was held on April 29,
1997. At that meeting, five directors were elected. The vote was as follows:
Election of Directors:
NOMINEE VOTES FOR VOTES WITHHELD
- ------- ----------- --------------
C. Fred Fetterolf 130,667,368 1,080,430
Claire W. Gargalli 130,690,927 1,056,871
Edgar G. Hotard 130,750,911 996,887
G. Jackson Ratcliffe,Jr. 130,743,553 1,004,245
Raymond W. LeBoeuf 130,542,048 1,205,750
In addition to the foregoing elected directors, the terms of office for the
following individuals continue after the meeting:
Alejandro Achaval
John A. Clerico
Dale F. Frey
Ronald L. Kuehn, Jr.
H. William Lichtenberger
Benjamin F. Payton
H. Mitchell Watson, Jr.
Item 6. Exhibits and Reports on Form 8-K
Exhibits
11. Computation of Earnings per Share
27. Financial Data Schedule
Reports on Form 8-K
A report on Form 8-K dated January 21, 1997 regarding the Corporation's share
repurchase program was filed with the Securities and Exchange Commission on
January 23, 1997.
<PAGE>
SIGNATURE
---------
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: May 8, 1997 By: J. ROBERT VIPOND
------------------------ -----------------------------
J. ROBERT VIPOND
Vice President and Controller
(On behalf of the Registrant
and as Chief Accounting Officer)
<PAGE>
Exhibit Index
-------------
Exhibit No.
- -----------------------------------------------------------------------------
11. Computation of Earnings per Share
27. Financial Data Schedule
Exhibit 11
PRAXAIR, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(Millions of dollars except share and per share amounts)
Quarter ended March 31,
------------------------
1997 1996
----------- -----------
Net income $ 102 $ 17
Weighted average common
shares and common
stock equivalents:
Weighted average common
shares outstanding 157,671,669 142,161,137
Dilutive effect of
convertible debt 154,378 154,378
Dilutive effect of
stock options 6,506,282 6,122,825
----------- -----------
164,332,329 148,438,340
Earnings per share $ 0.62 $ 0.11
<TABLE> <S> <C>
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<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 70
<SECURITIES> 0
<RECEIVABLES> 942
<ALLOWANCES> 30
<INVENTORY> 301
<CURRENT-ASSETS> 1689
<PP&E> 7641
<DEPRECIATION> 3324
<TOTAL-ASSETS> 7638
<CURRENT-LIABILITIES> 2533
<BONDS> 1685
75
0
<COMMON> 2
<OTHER-SE> 1958
<TOTAL-LIABILITY-AND-EQUITY> 7638
<SALES> 1158
<TOTAL-REVENUES> 1158
<CGS> 665<F1>
<TOTAL-COSTS> 665<F1>
<OTHER-EXPENSES> 110<F1>
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<INCOME-TAX> 39
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 102
<EPS-PRIMARY> .62
<EPS-DILUTED> 0
<FN>
<F1>Cost of Goods Sold and Total Costs are exclusive of depreciation and
amortization which is shown on the Other Expense line in the Financial Data
Schedule.
</FN>
</TABLE>
