PRAXAIR INC
10-Q, 1997-08-06
INDUSTRIAL INORGANIC CHEMICALS
Previous: INTERNATIONAL FAMILY ENTERTAINMENT INC, SC 13D/A, 1997-08-06
Next: DYERSBURG CORP, 10-Q, 1997-08-06







               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 June 30, 1997
                                   -------------
                                     OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
    For the transition period from            to
                                   ----------    ----------

Commission File Number   1-11037
                         -------


                                  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 June 30, 1997, 158,011,767 shares of common stock ($.01 par value) of the
Registrant were outstanding.



<PAGE>



                          FORWARD-LOOKING STATEMENTS

The  forward-looking  statements  contained  in this document concerning, among
other   things,  projected  capital  spending,  continuation   of   acquisition
activities  in  the  packaged  gases  and surface technologies businesses,  tax
planning initiatives and effective tax  rates,  and  the  timing,  proceeds and
other  terms  of  the  disposition  of assets held for sale, involve risks  and
uncertainties, and are subject to change  based  on  various factors, including
the impact of changes in worldwide and national economies, pricing fluctuations
in  foreign  currencies,  changes  in  interest  rates,  the  continued  timely
development  and  acceptance  of  new  products and processes,  the  impact  of
competitive products and pricing, the ability  to continue to develop potential
acquisition  opportunities, and the impact of tax  and  other  legislation  and
regulation in the jurisdictions in which the company operates.



<PAGE>



                                     INDEX



PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

    Consolidated Statement of Income - Praxair, Inc. and Subsidiaries
    Quarter and Six Months Ended June 30, 1997 and 1996 (Unaudited)

    Condensed Consolidated Balance Sheet - Praxair, Inc. and Subsidiaries
    June 30, 1997 (Unaudited) and December 31, 1996

    Condensed Consolidated Statement of Cash Flows - Praxair, Inc. and
    Subsidiaries Six Months Ended June 30, 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 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    Six Months Ended
                                              June 30,          June 30,
                                          ----------------  -----------------
                                            1997     1996      1997     1996
                                          -------  -------   -------  ------

SALES                                     $1,178   $1,093    $2,336   $2,183

Cost of sales, exclusive of
  depreciation and amortization .......      681      631     1,346    1,260
Selling, general and administrative ...      165      168       332      348
Depreciation and amortization .........      110      105       220      206
Research and development ..............       20       18        39       35
CBI integration charges ...............        -        -         -       85
Other income-net ......................       11        6        21       10
                                          -------  -------   -------  -------
OPERATING PROFIT ......................      213      177       420      259
Interest expense ......................       52       49       103       99
                                          -------  -------   -------  -------
INCOME BEFORE INCOME TAXES ............      161      128       317      160
Income taxes ..........................       40       35        79       37
                                          -------  -------   -------  -------
INCOME OF CONSOLIDATED ENTITIES .......      121       93       238      123
Minority interests ....................      (17)     (14)      (34)     (29)
Income from equity investments ........        3        2         5        4
                                          -------  -------   -------  -------
NET INCOME ............................   $  107   $   81    $  209   $   98

PER SHARE:
Net Income ............................   $ 0.65   $ 0.50    $ 1.27   $ 0.63
Cash dividends ........................   $ 0.11   $ 0.095   $ 0.22   $ 0.19



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




<PAGE>



                        PRAXAIR, INC. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEET

(Millions of dollars)
                                                    June 30,
                                                      1997       December 31,
                                                   (Unaudited)       1996
                                                   -----------   ------------
ASSETS

Cash and cash equivalents .......................    $    48       $    63
Accounts receivable .............................        913           914
Inventories .....................................        308           312
Prepaid and other ...............................        203           377
                                                     --------      --------
     TOTAL CURRENT ASSETS .......................      1,472         1,666

Property, plant and equipment-net ...............      4,418         4,269
Other assets ....................................      1,649         1,603
                                                     --------      --------
     TOTAL ASSETS ...............................    $ 7,539       $ 7,538


LIABILITIES AND EQUITY

Accounts payable ................................    $   327       $   408
Short-term debt .................................      1,333         1,520
Current portion of long-term debt ...............         48            42
Other current liabilities .......................        502           580
                                                     --------      --------
     TOTAL CURRENT LIABILITIES ..................      2,210         2,550

Long-term debt ..................................      1,755         1,703
Other long-term obligations .....................        846           793
                                                     --------      --------
     TOTAL LIABILITIES ..........................      4,811         5,046

Minority interests ..............................        598           493
Preferred stock .................................         75            75
Shareholders' equity ............................      2,055         1,924
                                                     --------      --------
     TOTAL LIABILITIES AND EQUITY ...............    $ 7,539       $ 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)
                                                     Six Months Ended June 30,
                                                     -------------------------
                                                             1997       1996
                                                          ---------  ---------
OPERATIONS
   Net income ..........................................  $   209     $    98
   Adjustments:
    Depreciation and amortization ......................      220         206
    CBI integration charges ............................      (19)         69
    Deferred income taxes ..............................       27           5
    Gain on sale of fixed assets .......................       (4)         (4)
    Working capital ....................................     (164)       (105)
    Long-term assets and liabilities ...................      (16)        (59)
    Other non-cash charges .............................       17          19
                                                          --------    --------
    Net cash provided by operating activities...........      270         229
                                                          --------    --------

INVESTING
  Capital expenditures .................................     (417)       (437)
  Investments ..........................................      (34)     (1,542)
  Divestitures and asset sales .........................      245          11
                                                          --------    --------
   Net cash used for investing activities ..............     (206)     (1,968)
                                                          --------    --------

FINANCING
  Short-term borrowings-net ............................     (187)      1,446
  Long-term borrowings .................................      140         280
  Long-term debt repayments ............................      (74)       (470)
  Minority transactions and other ......................       69          19
  Issuances of common stock ............................       75         541
  Purchases of common stock ............................      (66)         (7)
  Cash dividends .......................................      (35)        (29)
                                                          --------    --------
   Net cash (used for) provided by financing activities.      (78)      1,780
                                                          --------    --------

Effect of exchange rate changes on cash and
  cash equivalents .....................................       (1)          -
                                                          --------    --------
Change in cash and cash equivalents ....................      (15)         41
Cash and cash equivalents beginning-of-year.............       63          15
                                                          --------    --------
Cash and cash equivalents end-of-period ................  $    48     $    56



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 half of 1997, Praxair sold  96%  of Chicago Bridge & Iron
     Company N.V. in an initial public offering transaction,  and   three small
     businesses.  Assets held for sale - net is included in the caption Prepaid
     and other on Praxair's Condensed Consolidated Balance Sheet.  Balances  at
     June  30,  1997  and  December 31, 1996 were $73 million and $287 million,
     respectively.  During July,  1997,  Praxair  completed  the  sale  of  two
     additional small businesses.  The after-tax proceeds from these 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.)

     At  June  30,  1997,  most  employee separations were  completed  and  the
     remaining accrual balance related to other exit costs was $32 million.




<PAGE>



4.   Inventories

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

(Millions of dollars)
                                      June 30,
                                        1997      December 31,
                                     (Unaudited)      1996
                                     -----------  ------------
    Raw materials and supplies......    $ 126          $ 118
    Work in process.................       33             40
    Finished goods..................      149            154
                                        ------         ------
                                        $ 308          $ 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) ..............       1,783       1,260
                                            ---------    ---------
Balance, June 30, 1997..................     159,284       1,272



(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)      $   -   $1,924
Net income................                  209                           209
Dividends - common stock..                  (35)                          (35)
Common stock activity (a).         71                            (62)       9
Translation adjustments...                           (52)                 (52)
                          ---  ------     -----     -----      ------  -------
Balance, June 30, 1997....$ 2  $1,421     $ 872    $(178)      $ (62)  $2,055
                          ===  ======     =====     =====      ======  =======

(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 and six months ended June 30,  1997,  Praxair  granted
     options for  73,325  and  661,150  shares,  respectively,  of common stock
     having option prices ranging from $43.88 to $55.50 per share,  the closing
     market price of Praxair's common stock on the day of the grants.   At June
     30, 1997 there were 10,861,414 shares under option at prices ranging  from
     $9.80  to  $55.50  per share (weighted average of $23.15) of which options
     for 7,415,614 shares  were  exercisable  at  prices  ranging from $9.80 to
     $34.13 per share (weighted average of $15.19). During  the quarter and six
     months ended June 30, 1997, 431,235 and 1,237,256 options  were exercised,
     respectively.



<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 June 30,1997.................  164,541,606
     Quarter ended June 30,1996.................  161,680,019
     Six-months ended June 30, 1997.............  164,471,563
     Six-months ended June 30, 1996.............  155,080,980

     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 are as follows:

                      Quarter Ended June 30,       Six Months Ended June 30,
                      ---------------------       -------------------------
                        1997        1996               1997      1996
                       ------      ------             ------    ------
      Basic EPS         $0.68       $0.52             $1.32     $0.66
      Diluted EPS       $0.65       $0.50             $1.27     $0.63


7.   Debt and Financial Instruments

     Debt  - The following is a summary of Praxair's outstanding debt  at  June
     30,1997 and December 31, 1996:


(Millions of dollars)                      June 30,
                                             1997      December 31,
                                         (Unaudited)       1996
                                         -----------   ------------
Short-term:
  Commercial paper.......................   $  821      $   880
  Other U.S. bank borrowings.............      134          318
  Canadian borrowings....................       95          167
  South American borrowings..............      222          106
  Other International borrowings.........       61           49
                                            -------      -------
Total Short-term Debt....................    1,333        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............     163           90
South American subsidiary borrowings......     112          109
Other International borrowings............      63           79
                                             ------      -------
                                             1,803        1,745
Less: Current portion of long-term debt ..      48           42
                                            -------      -------
Total Long-term Debt......................   1,755        1,703
                                            -------      -------
Total Debt................................  $3,136       $3,265

     During the second quarter of 1997, Praxair's Canadian subsidiary exchanged
    short term debt of $74 million dollars for long term debt.

     Financial  Instruments  - The following table is a summary of the notional
    amount of interest rate swap  and  cap  agreements  at  June  30,  1997 and
    December 31, 1996:

(Millions of dollars)               June 30,
                                      1997          December 31,
                                  (Unaudited)           1996
                                  -----------      -------------
Maturing within one year:
     Fixed Rate Swaps . . . . . .    $  600*           $950*
     Floating Rate Swaps  . . . .    $  165            $ 15
     Caps . . . . . . . . . . . .    $   -             $200

Maturing between 1-5 years:
     Fixed Rate Swaps . . . . . .      $100            $100
     Floating Rate Swaps  . . . .      $ -             $150

     *Also,  at  June  30, 1997, the expiration dates for $500 million of these
     swaps have effectively  been  extended  to later dates within the one-year
     maturity period through the use of forward starting fixed rate swaps.

     At June 30, 1997, Praxair had $316 million  of  currency  exchange forward
     contracts  outstanding ($262 million at December 31, 1996),  primarily  to
     hedge balance sheet exposures. These contracts generally mature within one
     to five years.





<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 and  six  months ended June
30, 1997 and 1996.

(Millions of dollars, except percent)
                                                              Percent
Quarter Ended June 30,                     1997     1996      Change
- -------------------------                 ------  --------   ---------
Sales.................................    $1,178   $1,093     +  8%
Operating profit......................    $  213   $  177     + 20%
Interest expense......................    $   52   $   49     +  6%
Effective tax rate....................        25%      27%    -  2%
Net income............................    $  107   $   81     + 32%


                                                             Percent
Six Months Ended June 30,                 1997    1996(a)    Change
- -------------------------                ------  --------   --------
Sales.................................   $2,336   $2,183     +  7%
Operating profit......................   $  420   $  259
Operating profit, excluding the 1996
  CBI integration charges.............   $  420   $  344     + 22%
Interest expense......................   $  103   $   99     +  4%
Effective tax rate....................       25%      23%
Effective tax rate, excluding the 1996
  CBI integration charges.............      25%       27%    -  2%
Net income............................   $  209   $   98
Net income, excluding the 1996
  CBI integration charges.............   $  209   $  151     + 38%

(a)  During the first quarter of 1996, Praxair recorded a charge of $85 million
     pre-tax ($53 million after tax) to cover CBI integration costs (see Note 3
     to Praxair's 1996 consolidated financial statements).

The sales growth for the quarter and six months ended June 30,  1997, of 8% and
7%,  respectively,  was  predominately due to increased sales volumes  and  the
effect   of  newly  acquired  packaged   gases'   and   Surface   Technologies'
subsidiaries.   This increase was partly offset by modest pricing decreases and
unfavorable currency  translation  effects.  Surface Technologies posted record
sales, increasing approximately 23%  for  the quarter and 21% for the six month
period primarily due to volume growth and acquisitions.

The operating profit growth of 20% for the  quarter ended June 30, 1997 and 22%
for  the six months ended June 30, 1997 (excluding  the  1996  CBI  integration
charges),  was  primarily  due  to  the  sales  growth  and  productivity gains
associated  with  the  integration of the Liquid Carbonic business.   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.



<PAGE>



Interest  expense increased for both the quarter and six month periods  due  to
higher debt  levels.  The effective tax rate for both the quarter and six month
period 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.

Net Income for the quarter  and  six  months ended June 30, 1997 increased over
the 1996 amounts (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  June 30, 1997 was approximately 25,200 which, when
adjusted  for acquisitions, reflects  a  decrease  of  approximately  400  from
December 31,  1996.   The decrease is principally the result of the integration
of the Liquid Carbonic  business  and  other cost improvement efforts 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 June 30,    Six Months Ended June 30,
                              1997     1996               1997     1996
                            -------  -------            ------   -------
SALES
   United States.......     $  591   $  529             $1,179   $1,051
   South America.......        249      241                497      484
   Europe..............        155      153                305      308
   Canada, Mexico,
      Asia and Other...        183      170                355      340
                            -------  -------           -------   -------
                            $1,178   $1,093             $2,336    $2,183

OPERATING PROFIT
   United States.......     $  117   $   90            $  229    $  132
   South America.......         50       46               102        81
   Europe..............         29       32                58        57
   Canada, Mexico,
      Asia and Other...         22       16                42         7
   Corporate...........         (5)      (7)              (11)      (18)
                            -------  -------           -------   -------
                            $  213   $  177            $  420    $  259

OPERATING PROFIT
EXCLUDING 1996 CBI
INTEGRATION CHARGES
   United States.......     $  117   $   90            $  229    $  169
   South America.......         50       46               102        94
   Europe..............         29       32                58        61
   Canada, Mexico,
      Asia and Other...         22       16                42        35
   Corporate...........         (5)      (7)              (11)      (15)
                            -------  -------           -------   -------
                            $  213   $  177            $  420    $  344




<PAGE>



United States

Strong  volume growth and the effect  of  newly  acquired  package  gases'  and
Surface Technologies'  subsidiaries  accounted  for  the sales increase for the
quarter and six months ended June 30, 1997 as compared  to  the  1996  periods.
For  the quarter and six month periods, U.S. industrial gases volumes increased
8% and 7%, respectively.

Operating  profit improved 30% for the quarter and 36% for the six month period
(excluding the  1996  CBI integration charges) as compared to the 1996 periods.
Operating margin for the  quarter  increased  to 19.8% from 17.0% in 1996.  The
improvement  in  both periods 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 and six  months  ended  June  30,  1997  increased 3%, as
compared  to  the  1996  periods,  primarily due to sales volume growth  partly
offset by unfavorable pricing and currency translation effects.

Operating profit for the quarter and  six  months ended June 30, 1997 increased
9% compared to the 1996 periods (excluding the  CBI integration charges).  This
was  due  to  the  increased  sales  and  cost improvements  partly  offset  by
unfavorable currency translation effects and  higher  energy  and  distribution
costs.

Europe

Sales  for  the  quarter  and  six months ended June 30, 1997 increased 1%  and
decreased 1%, respectively, as compared  to the 1996 periods.  The increase for
the  quarter  was  due  primarily  to  volume  increases  and  increased  sales
associated with Surface Technologies' acquisitions mostly offset by unfavorable
currency  translation  effects.  The decrease for  the  six  month  period  was
predominately due to unfavorable  currency translation effects mostly offset by
volume growth and the increased sales associated with the Surface Technologies'
acquisitions.  Excluding the currency  translation  effects for the quarter and
six months ended June 30, 1997, sales increased by 12% and 8%, respectively.

Operating profit for the quarter and six months ended  June  30, 1997 decreased
9%  and  5%, respectively, as compared to the 1996 periods (excluding  the  CBI
integration  charges).   Excluding  the  currency  translation  effects for the
quarter and six months ended June 30, 1997, operating profit increased  3%  and
8%,  respectively, primarily due to increased volumes and Surface Technologies'
acquisitions.

Canada, Mexico, Asia and Other

Sales  for  the quarter and six months ended June 30, 1997 increased 8% and 4%,
respectively,  as  compared to the 1996 periods, 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 and six months ended June 30, 1997 increased
38% and 20%, respectively,  as  compared to the 1996 periods (excluding the CBI
integration charges), primarily due  to the sales growth and synergies realized
from the integration of the Liquid Carbonic business in Canada. This was partly
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  six  months of 1997, as compared to the
same period in 1996, increased from $229 million to $270 million, primarily due
to  increased  net  income  partly  offset  by  payments  related  to  the  CBI
integration  and prior years' incentive compensation  programs.  Excluding  the
incentive compensation  payments,  working capital remained consistent with the
first six months of 1996.

Investing

Cash flow used for investing in the  first  six  months  of  1997  totaled $206
million versus an unusually high $1,968 million in 1996.  This decrease was due
primarily  to  the  1996  acquisition  of CBI and the proceeds received in  the
current  quarter  on  the initial public offering  of  Chicago  Bridge  &  Iron
Company, N.V. (see Note  2 to the condensed consolidated financial statements).
Construction expenditures  for  the  first  six  months  of  1997  totaled $417
million, down $20 million from the corresponding period in 1996, largely due to
the timing of cash payments.

Investment  expenditures  for the first six months of 1997 totaled $34  million
primarily relating to investments in India, a Surface Technologies' acquisition
in the United Kingdom and the  continuation  of packaged gases' acquisitions in
North America.

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 June 30, 1997,  Praxair's  total  debt  outstanding  was  $3,136  million, a
decrease  of  $129  million  versus  December  31,  1996.  In  March of 1997, a
wholly-owned  subsidiary  issued  preferred  shares  for  $96 million  and  the
proceeds were used to repay short-term debt. Also during the  second quarter of
1997 a Canadian subsidiary of Praxair refinanced $74 million of short-term debt
on a long-term basis.

Praxair's debt-to-capital ratio was reduced from 56.7% at December  31, 1996 to
53.5%  at the end of the current quarter.  As of June 30, 1997, there  were  no
borrowings under Praxair's $1.5 billion U. S. bank credit facility.



Recently Issued Accounting Standard on Earnings per Share

See Note 6 to the condensed consolidated financial statements.





<PAGE>



PART II.  OTHER INFORMATION

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

Non-Applicable



<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:       August 6, 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 June 30,    Six Months ended June 30,
                          ------------------------   -------------------------
                             1997         1996           1997          1996
                          -----------  -----------    -----------  -----------
Net income                $       107  $        81    $       209  $        98

Weighted average common
 shares and common
 stock equivalents:
Weighted average common
 shares outstanding       158,275,940  155,307,282    158,198,456  148,734,209
Dilutive effect of
 convertible debt             154,378      154,378        154,378      154,378
Dilutive effect of
 stock options              6,111,288    6,218,360      6,118,729    6,192,393
                          -----------  -----------    -----------  -----------
                          164,541,606  161,680,019    164,471,563  155,080,980

Earnings per share        $      0.65  $      0.50    $      1.27  $      0.63





<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                              48
<SECURITIES>                                         0
<RECEIVABLES>                                      945
<ALLOWANCES>                                        32
<INVENTORY>                                        308
<CURRENT-ASSETS>                                  1472
<PP&E>                                            7797
<DEPRECIATION>                                    3379
<TOTAL-ASSETS>                                    7539
<CURRENT-LIABILITIES>                             2210
<BONDS>                                           1755
                               75
                                          0
<COMMON>                                             2
<OTHER-SE>                                        2053
<TOTAL-LIABILITY-AND-EQUITY>                      7539
<SALES>                                           2336
<TOTAL-REVENUES>                                  2336
<CGS>                                             1346<F1>
<TOTAL-COSTS>                                     1346<F1>
<OTHER-EXPENSES>                                   220<F1>
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 103
<INCOME-PRETAX>                                    317
<INCOME-TAX>                                        79
<INCOME-CONTINUING>                                238
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       209
<EPS-PRIMARY>                                     1.27
<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>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission