10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 10-K

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

For the fiscal year ended December 31, 2014

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

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Praxair, Inc.

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Praxair, Inc.
39 Old Ridgebury Road	State of incorporation: Delaware
Danbury, Connecticut 06810-5113	IRS identification number: 06-124 9050
Tel. (203) 837-2000

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

Securities registered pursuant to Section 12(g) of the Act: None

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  þ    No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes¨   No  þ

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.    Yesþ    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  þ    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ

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

Large accelerated filer  þ    Accelerated filer  ¨    Non- accelerated filer  ¨    Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes¨    Noþ

The aggregate market value of the voting and non-voting common stock held by non-affiliates as of June 30, 2014, was approximately $39 billion (based on the closing sale price of the stock on that date as reported on the New York Stock Exchange).

At January 31, 2015, 288,789,175 shares of common stock of Praxair, Inc. were outstanding.

Documents incorporated by reference:

Portions of the Proxy Statement of Praxair, Inc., for its 2015 Annual Meeting of Shareholders, are incorporated in Part III of this report.

PRAXAIR, INC.

ANNUAL REPORT ON FORM 10-K

For the fiscal year ended December 31, 2014

TABLE OF CONTENTS

		Page
Part I
Item 1:	Business	3
Item 1A:	Risk Factors	6
Item 1B:	Unresolved Staff Comments	10
Item 2:	Properties	10
Item 3:	Legal Proceedings	11
Item 4:	Mine Safety Disclosures	11
Part II
Item 5:	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	12
Item 6:	Selected Financial Data	14
Item 7:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 7A:	Quantitative and Qualitative Disclosures About Market Risk	50
Item 8:	Financial Statements and Supplementary Data	51
Item 9:	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	101
Item 9A:	Controls and Procedures	101
Item 9B:	Other Information	101
Part III
Item 10:	Directors, Executive Officers and Corporate Governance	102
Item 11:	Executive Compensation	102
Item 12:	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	102
Item 13:	Certain Relationships and Related Transactions and Director Independence	103
Item 14:	Principal Accounting Fees and Services	103
Part IV
Item 15:	Exhibits and Financial Statement Schedules	104
Signatures		105
Index to Exhibits		106

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Praxair, Inc. and Subsidiaries

PART I

ITEM 1.     BUSINESS

General

Praxair, Inc. (Praxair or the company) was founded in 1907 and became an independent publicly traded company in 1992. Praxair was the first company in the United States to produce oxygen from air using a cryogenic process and continues to be a major technological innovator in the industrial gases industry.

Praxair is the largest industrial gas supplier in North and South America, is rapidly growing in Asia, and has strong, well-established businesses in Europe. 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). The company also designs, engineers, and builds equipment that produces industrial gases primarily for internal use. 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’s sales were $12,273 million, $11,925 million, and $11,224 million for 2014, 2013, and 2012, respectively. Refer to Note 18 to the consolidated financial statements for additional information related to Praxair’s reportable segments.

Praxair serves a diverse group of industries including healthcare, petroleum refining, computer-chip manufacturing, beverage carbonation, fiber-optics, steel making, aerospace, chemicals and water treatment. In 2014, 94% of sales were generated in four geographic segments (North America, Europe, South America and Asia) primarily from the sale of industrial gases, with the balance generated from the surface technologies segment. Praxair provides a competitive advantage to its customers by continuously developing new products and applications, which allow them to improve their productivity, energy efficiency and environmental performance.

Industrial Gases Products and Manufacturing Processes

Atmospheric gases are the highest volume products produced by Praxair. Using air as its raw material, Praxair produces oxygen, nitrogen and argon through several air separation processes of which cryogenic air separation is the most prevalent. As a pioneer in the industrial gases industry, Praxair is a leader in developing a wide range of proprietary and patented applications and supply systems technology. Praxair also led the development and commercialization of non-cryogenic air separation technologies for the production of industrial gases. These technologies open important new markets and optimize production capacity for the company by lowering the cost of supplying industrial gases. These technologies include proprietary vacuum pressure swing adsorption (“VPSA”) and membrane separation to produce gaseous oxygen and nitrogen, respectively. Praxair also manufactures precious metal and ceramic sputtering targets used primarily in the production of semiconductors.

Process gases, including carbon dioxide, hydrogen, carbon monoxide, helium, specialty gases and acetylene are produced by methods other than air separation. Most carbon dioxide is purchased from by-product sources, including chemical plants, refineries and industrial processes and is recovered from carbon dioxide wells. Carbon dioxide is processed in Praxair’s plants to produce commercial and food-grade carbon dioxide. Hydrogen and carbon monoxide are produced by either steam methane reforming of natural gas or by purifying by-product sources obtained from the chemical and petrochemical industries. Most of the helium sold by Praxair is sourced from certain helium-rich natural gas streams in the United States, with additional supplies being acquired from outside the United States. Acetylene can be produced from calcium carbide and water. Praxair purchases a significant percentage as a chemical by-product.

Industrial Gases Distribution

There are three basic distribution methods for industrial gases: (i) on-site or tonnage; (ii) merchant or bulk liquid; and (iii) packaged or cylinder gases. These distribution methods are often integrated, with products from all three supply modes coming from the same plant. The method of supply is generally determined by the lowest cost means of meeting the customer’s needs, depending upon factors such as volume requirements, purity, pattern of usage, and the form in which the product is used (as a gas or as a cryogenic liquid). Additionally, Praxair provides a number of services, such as maintenance of equipment, which are ancillary to the process of supplying product to customers.

On-site. Customers that require the largest volumes of product (typically oxygen, nitrogen and hydrogen) 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. On-site product supply contracts generally are total requirement contracts with terms typically ranging from 10-20 years and containing 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. Advanced air

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separation processes allow on-site delivery to customers with smaller volume requirements. Customers using these systems usually enter into requirement contracts with terms typically ranging from 5-15 years.

Merchant. The merchant business is generally associated with distributable liquid oxygen, nitrogen, argon, carbon dioxide, hydrogen and helium. The deliveries generally are made from Praxair’s plants by tanker trucks to storage containers at the customer's site which are owned and maintained by Praxair and leased to the customer. Due to 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 five-year requirement contracts.

Packaged Gases. Customers requiring small volumes are supplied products in metal containers called cylinders, under medium to high pressure. Packaged gases include atmospheric gases, carbon dioxide, hydrogen, helium, acetylene and related. Praxair also produces and distributes in cylinders a wide range of specialty gases and mixtures. Cylinders may be delivered to the customer’s site or picked up by the customer at a packaging facility or retail store. Packaged gases are generally sold under one to three-year supply contracts and through purchase orders.

A substantial amount of the cylinder gases sold in the United States is distributed by independent distributors that buy merchant gases in liquid form and repackage the products in their facilities. Packaged gas distributors, including Praxair, also distribute hardgoods and welding equipment purchased from independent manufacturers. Over time, Praxair has acquired a number of independent industrial gases and welding products distributors at various locations in the United States and continues to sell merchant gases to other independent distributors. Between its own distribution business, joint ventures and sales to independent distributors, Praxair is represented in 48 states, the District of Columbia and Puerto Rico.

Surface Technologies

Praxair Surface Technologies is a leading worldwide 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.

Inventories – Praxair carries inventories of merchant and cylinder gases, hardgoods and coatings materials to supply products to its customers on a reasonable delivery schedule. On-site plants and pipeline complexes have limited inventory. Inventory obsolescence is not material to Praxair’s business.

Customers – Praxair is not dependent upon a single customer or a few customers.

International – Praxair is a global enterprise with approximately 58% of its 2014 sales outside of the United States. It conducts industrial gases business through consolidated companies in Argentina, Bahrain, Belgium, Bolivia, Brazil, Canada, Chile, China, Colombia, Costa Rica, Denmark, Dominican Republic, France, Germany, Ghana, India, Italy, Japan, Mexico, the Netherlands, Norway, Paraguay, Peru, Portugal, Puerto Rico, Russia, South Korea, Spain, Sweden, Taiwan, Thailand, United Arab Emirates, the United Kingdom, Uruguay and Venezuela. Societa Italiana Acetilene & Derivati S.p.A. ("S.I.A.D."), an Italian company accounted for as an equity company, also has established positions in Austria, Bosnia, Bulgaria, Croatia, the Czech Republic, Hungary, Romania, Russia, Serbia, Slovakia, Slovenia and Ukraine. Refrigeration and Oxygen Company Limited ("ROC"), a Middle Eastern company accounted for as an equity company, has operations in the United Arab Emirates, Kuwait and Qatar. Praxair’s surface technologies segment has operations in Brazil, Canada, China, France, Germany, India, Italy, Japan, Singapore, South Korea and the United Kingdom.

Praxair’s international business is subject to risks customarily encountered in foreign operations, including fluctuations in foreign currency exchange rates, import and export controls, and other economic, political and regulatory policies of local governments. Also, see Item 1A. “Risk Factors” and Item 7A. “Quantitative and Qualitative Disclosures About Market Risk.”

Seasonality – Praxair’s business is generally not subject to seasonal fluctuations to any significant extent.

Research and Development – Praxair’s research and development is directed toward developing new and improved methods for the production and distribution of industrial gases and the development of new markets and applications for these gases. This results in the development of new advanced air separation and hydrogen process technologies and the frequent introduction of new industrial gas applications. Research and development for industrial gases is principally conducted at Tonawanda, New York; Burr Ridge, Illinois; Shanghai, China; and Bangalore, India.

Praxair conducts research and development for its surface technologies to improve the quality and durability of coatings and the use of specialty powders for new applications and industries. Surface technologies research is conducted at Indianapolis, Indiana.

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Patents and Trademarks – Praxair owns or licenses a large number of United States and foreign patents that relate to a wide variety of products and processes. Praxair’s patents expire at various times over the next 20 years. While these patents and licenses are considered important to our individual businesses, Praxair does not consider its business as a whole to be materially dependent upon any one particular patent, or patent license, or family of patents. Praxair also owns a large number of valuable trademarks. Only the "Praxair" trademark is important to our business as a whole.

Raw Materials and Energy Costs – Energy is the single largest cost item in the production and distribution of industrial gases. Most of Praxair’s energy requirements are in the form of electricity, natural gas and diesel fuel for distribution.

The supply of energy has not been a significant issue in the geographic areas where the company conducts business. However, energy availability and price is unpredictable and may pose unforeseen future risks.

For carbon dioxide, carbon monoxide, helium, hydrogen, specialty gases and surface technologies, raw materials are largely purchased from outside sources. Praxair has contracts or commitments for, or readily available sources of, most of these raw materials; however, their long-term availability and prices are subject to market conditions.

Competition – Praxair operates within a highly competitive environment. Some of its competitors are larger in size and capital base than Praxair. Competition is based on price, product quality, delivery, reliability, technology and service to customers.

Major competitors in the industrial gases industry both in the United States and worldwide include Air Products and Chemicals, Inc., Airgas Inc., L’Air Liquide S.A., and Linde AG. Principal competitors for the surface technologies business are Chromalloy Gas Turbine Corporation, a subsidiary of Sequa Corporation, Bodycote, PLC, and OC Oerlikon Corp AG. There are other surface coating competitors that compete on a local geography basis.

Employees and Labor Relations – As of December 31, 2014, Praxair had 27,780 employees worldwide. Of this number, 10,570 are employed in the United States. Praxair has collective bargaining agreements with unions at numerous locations throughout the world, which expire at various dates. Praxair considers relations with its employees to be good.

Environment – Information required by this item is incorporated herein by reference to the section captioned “Management’s Discussion and Analysis – Environmental Matters” in Item 7 of this 10-K.

Available Information – The company makes its periodic and current reports available, free of charge, on or through its website, www.praxair.com, as soon as practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission ("SEC"). Investors may also access from the company website other investor information such as press releases and presentations. Information on the company’s website is not incorporated by reference herein.

In addition, the public may read and copy any materials filed with the SEC at the SEC’s Public Reference Room located at 100 F Street NE, Washington, D.C. 20549. The public may also obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website, www.sec.gov, that contains reports, proxy information statements and other information regarding issuers that file electronically.

Executive Officers – The following Executive Officers have been elected by the Board of Directors and serve at the pleasure of the Board. It is expected that the Board will elect officers annually following each annual meeting of shareholders.

Stephen F. Angel, 59, is Chief Executive Officer of Praxair, Inc. since January 1, 2007, and Chairman since May 1, 2007. Before becoming the Chief Executive Officer, Mr. Angel served as President and Chief Operating Officer from March to December 2006, and as Executive Vice President from 2001 to March 2006. Prior to joining Praxair in 2001, Mr. Angel spent 22 years in a variety of management positions with General Electric. Mr. Angel is a director of PPG Industries, Inc. where he serves on the Officers-Directors Compensation Committee, and is the Chairman of the Technology and Environment Committee. He is also a member of The Business Council, the U.S. - Brazil CEO Forum, a member of the Board of the U.S. - China Business Council, and is a former director of the American Chemistry Council.

Guillermo Bichara, 40, was appointed Vice President, General Counsel and Corporate Secretary of Praxair, Inc. effective January 1, 2015. Prior to this, from 2013-2014, he was Associate General Counsel and Assistant Secretary. From 2011-2013, Mr. Bichara served as Associate General Counsel with responsibility for Praxair Europe, Praxair Mexico and corporate transactions. He was Vice President and General Counsel of Praxair Asia from 2007-2011, and joined Praxair in 2006 as director of legal affairs at Praxair Mexico. Prior to joining Praxair, Mr. Bichara served as corporate counsel at CEMEX, Mexico's global leader in the building materials industry, and was a foreign associate and counsel, respectively, at the law firms of Skadden, Arps, Slate, Meagher & Flom and White & Case.

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Elizabeth T. Hirsch, 61, is Vice President and Controller of Praxair, Inc. since December 2010. Prior to becoming Controller, she served as Praxair’s Director of Investor Relations since 2002 and as Vice President of Investor Relations since October 2010. She joined Praxair in 1995 as Director of Corporate Finance and later served as Assistant Treasurer. Previously, she had fifteen years of experience in corporate banking, primarily at Manufacturers Hanover Trust Company.

Karen L. Keegans, 49, was appointed Vice President and Chief Human Resources officer in 2014. Ms. Keegans joined Praxair in 2012 as vice president, HR, North America, from Monsanto where she had spent the previous five years. While at Monsanto, Ms. Keegans had increasing HR leadership roles, gaining global exposure across all business areas and was most recently VP, HR, Global Manufacturing.

Eduardo F. Menezes, 51, was promoted to Executive Vice President from Senior Vice President effective March 1, 2012. He oversees Praxair’s businesses in Europe, Mexico, and South America, and Praxair’s U.S. and global hydrogen operations. From 2010 to March 2011, he was a Vice President of Praxair with responsibility for the North American Industrial Gases business. From 2007 to 2010, he was President of Praxair Europe. He served as Managing Director of Praxair’s business in Mexico from 2004 to 2007, as Vice President and General Manager for Praxair Distribution, Inc. from 2003 to 2004 and as Vice President, U.S. West Region, for North American Industrial Gases, from 2000 to 2003.

Anne K. Roby, age 50, was named Senior Vice President on January 1, 2014, responsible for Global Supply Systems, R&D, Global Market Development, Global Operations Excellence, Global Procurement, Sustainability and Safety, Health and Environment. From 2011-2013, she served as President of Praxair Asia, responsible for Praxair’s industrial gases business in China, India, South Korea and Thailand as well as the electronics market globally. In 2010, Ms. Roby became President of Praxair Electronics, after having served as Vice President, Global Sales, for Praxair from 2009-2010. Prior to this, she was Vice President of the U.S. South Region from 2006-2009. Ms. Roby joined Praxair in 1991 as a development associate in the Company’s R&D organization and was promoted to other positions of increasing responsibility.

Scott E. Telesz, 47, was promoted to Executive Vice President from Senior Vice President, effective March 1, 2012. He is responsible for Praxair’s U.S. Industrial Gases (USIG) organization, and it’s business in Canada, Praxair Distribution, Praxair Surface Technologies, NUCO_2, and Helium-Rare Gases. Before joining Praxair in 2010, he was a Vice President from 2007 to 2010 of SABIC Innovative Plastics, a major division of Riyadh-based Saudi Basic Industries Corporation, a global manufacturer of chemicals, fertilizers, plastics and metals. From 1998 to 2007, he held a variety of general management positions with General Electric, and from 1989 to 1998, Mr. Telesz held several positions, including Engagement Manager, in the United States and Australia, with McKinsey & Company.

Matthew J. White, 42, was appointed Senior Vice President and Chief Financial Officer effective January 1, 2014. Prior to this, Mr. White was President of Praxair Canada from 2011-2014. Mr. White joined Praxair in 2004 as finance director of Praxair’s largest business unit, North American Industrial Gases. In 2008, he became Vice President and Controller of Praxair, then was named Vice President and Treasurer in 2010. Before joining Praxair, Mr. White was vice president, finance, at Fisher Scientific and before that he held various financial positions, including group controller, at GenTek, a manufacturing and performance chemicals company.

ITEM 1A.     RISK FACTORS

Due to the size and geographic reach of the company’s operations, a wide range of factors, many of which are outside of the company’s control, could materially affect the company’s future operations and financial performance. Management believes the following risks may significantly impact the company:

General Economic Conditions – Weakening economic conditions in markets in which the company does business may adversely impact the company’s financial results and/or cash flows.

Praxair serves a diverse group of industries across more than 50 countries, which generally leads to financial stability through various business cycles. However, a broad decline in general economic or business conditions in the industries served by its customers could adversely affect the demand for Praxair’s products and impair the ability of our customers to satisfy their obligations to the company, resulting in uncollected receivables and/or unanticipated contract terminations or project delays. In addition, many of the company’s customers are in businesses that are cyclical in nature, such as the chemicals, electronics, metals and refining industries. Downturns in these industries may adversely impact the company during these cycles. Additionally, such conditions could impact the utilization of the company’s manufacturing capacity which may require the company to recognize impairment losses on tangible assets such as property, plant and equipment as well as intangible assets such as intellectual property or goodwill.

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Cost and Availability of Raw Materials and Energy – Increases in the cost of energy and raw materials and/or disruption in the supply of these materials could result in lost sales or reduced profitability.

Energy is the single largest cost item in the production and distribution of industrial gases. Most of Praxair’s energy requirements are in the form of electricity, natural gas and diesel fuel for distribution. Praxair attempts to minimize the financial impact of variability in these costs through the management of customer contracts and reducing demand through operational productivity and energy efficiency. Large customer contracts typically have escalation and pass-through clauses to recover energy and feedstock costs. Such attempts may not successfully mitigate cost variability which could negatively impact its financial condition or results of operations. The supply of energy has not been a significant issue in the geographic areas where it conducts business. However, regional energy conditions are unpredictable and may pose future risk.

For carbon dioxide, carbon monoxide, helium, hydrogen, specialty gases and surface technologies, raw materials are largely purchased from outside sources. Where feasible, Praxair sources several of these gases, including carbon dioxide, hydrogen and calcium carbide, as chemical or industrial byproducts. In addition, Praxair has contracts or commitments for, or readily available sources of, most of these raw materials; however, their long-term availability and prices are subject to market conditions. A disruption in supply of such raw materials could impact the company’s ability to meet contractual supply commitments.

International Events and Circumstances – The company’s international operations are subject to the risks of doing business abroad and international events and circumstances may adversely impact its business, financial condition or results of operations.

Praxair has substantial international operations which are subject to risks including devaluations in currency exchange rates, transportation delays and interruptions, political and economic instability and disruptions, restrictions on the transfer of funds, the imposition of duties and tariffs, import and export controls, changes in governmental policies, labor unrest, possible nationalization and/or expropriation of assets, domestic and international tax laws and compliance with governmental regulations. These events could have an adverse effect on the international operations in the future by reducing the demand for its products, decreasing the prices at which it can sell its products, reducing the U.S. dollar value of revenue from international operations or otherwise having an adverse effect on its business. Also, the Company is monitoring developments regarding the collectability of government receivables from healthcare sales to public hospitals in Spain and Italy where economic conditions have been challenging and uncertain. Historically, collection of such government receivables has extended beyond the contractual terms of sale; however, payment has always been received. At December 31, 2014, government receivables in Spain and Italy totaled about $60 million.

Global Financial Markets Conditions – Macroeconomic factors may impact the company’s ability to obtain financing or increase the cost of obtaining financing which may adversely impact the company’s financial results and/or cash flows.

Volatility and disruption in the U.S. and global credit and equity markets, from time to time, could make it more difficult for Praxair to obtain financing for its operations and/or could increase the cost of obtaining financing. In addition, the company’s borrowing costs can be affected by short and long-term debt ratings assigned by independent rating agencies which are based, in significant part, on the company’s performance as measured by certain criteria such as interest coverage and leverage ratios. A decrease in these debt ratings could increase the cost of borrowing or make it more difficult to obtain financing. While the impact of volatility in the global credit markets cannot be predicted with certainty, the company believes that it has sufficient operating flexibility, cash reserves, and funding sources to maintain adequate amounts of liquidity to meet its business needs around the world.

Competitor Actions – The inability to effectively compete could adversely impact results of operations.

Praxair operates within a highly competitive environment worldwide. Competition is based on price, product quality, delivery, reliability, technology and service to customers. Competitors’ behavior related to these areas could potentially have significant impacts on the company’s financial results.

Governmental Regulations – The company is subject to a variety of United States and foreign government regulations. Changes in these regulations could have an adverse impact on the business, financial position and results of operations.

The company is subject to regulations in the following areas, among others:

• Environmental protection including climate change;

• Domestic and international tax laws and currency controls;

• Safety;

• Securities laws (e.g., SEC and generally accepted accounting principles in the United States);

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• Trade and import/ export restrictions;

• Antitrust matters;

• Global anti-bribery laws, including the U.S. Foreign Corrupt Practices Act;

• Healthcare reimbursement regulations; and

• Conflict minerals

Changes in these or other regulatory areas may impact the company’s profitability, may require the company to spend additional resources to comply with the regulations, or may restrict the company’s ability to compete effectively in the marketplace. Noncompliance with such laws and regulations could result in penalties or sanctions that could have an adverse impact on the company’s financial results. Environmental protection is discussed further below.

Praxair is subject to various environmental and occupational health and safety laws and regulations, including those governing the discharge of pollutants into the air or water, the storage, handling and disposal of chemicals, hazardous substances and wastes, the remediation of contamination, the regulation of greenhouse gas emissions, and other potential climate change initiatives. Violations of these laws could result in substantial penalties, third party claims for property damage or personal injury, or sanctions. The company may also be subject to liability for the investigation and remediation of environmental contamination at properties that it owns or operates and at other properties where Praxair or its predecessors have operated or arranged for the disposal of hazardous wastes. Although management does not believe that any such liabilities will have a material adverse impact on its financial position and results of operations, management cannot provide assurance that such costs will not increase in the future or will not become material. See the section captioned “Management’s Discussion and Analysis – Environmental Matters” in Item 7 of this Form 10-K.

Catastrophic Events – Catastrophic events could disrupt the operations of the company and/or its customers and suppliers and may have a significant adverse impact on the results of operations.

The occurrence of catastrophic events or natural disasters such as extreme weather, including hurricanes and floods;health epidemics; acts of war or terrorism; could disrupt or delay the company’s ability to produce and distribute its products to customers and could potentially expose the company to third-party liability claims. In addition, such events could impact the company’s customers and suppliers resulting in temporary or long-term outages and/or the limitation of supply of energy and other raw materials used in normal business operations. To mitigate these risks, Praxair evaluates the direct and indirect business risks,: consults with vendors, insurance providers and industry experts; makes investments in suitably resilient design and technology, and conducts regular reviews of the business risks with management. Despite these steps, however, these situations are outside the company’s control and may have a significant adverse impact on the company’s financial results.

Retaining Qualified Personnel – The inability to attract and retain qualified personnel may adversely impact the company’s business.

If Praxair fails to attract, hire and retain qualified personnel, the company may not be able to develop, market or sell its products or successfully manage its business. Praxair is dependent upon its highly skilled, experienced and efficient workforce to be successful. Much of Praxair’s competitive advantage is based on the expertise and experience of its key personnel regarding its marketing, technology, manufacturing and distribution infrastructure, systems and products. The inability to attract and hire qualified individuals or the loss of key employees in very skilled areas could have a negative effect on the company’s financial results.

Technological Advances – If the company fails to keep pace with technological advances in the industry or if new technology initiatives do not become commercially accepted, customers may not continue to buy the company’s products and results of operations could be adversely affected.

Praxair’s research and development is directed toward developing new and improved methods for the production and distribution of industrial gases and the development of new markets and applications for the use of these gases. This results in the frequent introduction of new industrial gas applications and the development of new advanced air separation process technologies. The company also conducts research and development for its surface technologies to improve the quality and durability of coatings and the use of specialty powders for new applications and industries. As a result of these efforts, the company develops new and proprietary technologies and employs necessary measures to protect such technologies within the global geographies in which the company operates. These technologies help Praxair to create a competitive advantage and to provide a platform for the company to grow its business. If Praxair’s research and development activities do not keep pace with competitors or if it does not create new technologies that benefit customers, future results of operations could be adversely affected.

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Litigation and Governmental Investigations – The outcomes of litigation and governmental investigations may affect the company’s financial results.

Praxair is subject to various lawsuits and governmental investigations arising out of the normal course of business that may result in adverse outcomes. These actions are based upon alleged environmental, tax, antitrust and personal injury claims, among others. Adverse outcomes in some or all of the claims pending may result in significant monetary damages or injunctive relief that could adversely affect its ability to conduct business. While management currently believes that resolving all of these matters, individually or in the aggregate, will not have a material adverse impact on the company’s financial position or liquidity, the litigation and other claims Praxair faces are subject to inherent uncertainties and management’s view of these matters may change in the future. There exists the possibility of a material adverse impact on the company’s results of operations for the period in which the effect of an unfavorable final outcome becomes probable and reasonably estimable.

Tax Liabilities – Potential tax liabilities could adversely impact the company’s financial position and results of operations.

Praxair is subject to income and other taxes in both the United States and numerous foreign jurisdictions. The determination of the company’s worldwide provision for income taxes and other tax liabilities requires judgment and is based on diverse legislative and regulatory structures that exist in the various jurisdictions where the company operates. Although management believes its estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in its financial statements and may materially affect the company’s financial results for the period when such determination is made. See Notes 5 and 17 to the consolidated financial statements of this Form 10-K.

Pension Liabilities – Risks related to our pension benefit plans may adversely impact our results of operations and cash flows.

Pension benefits represent significant financial obligations that will be ultimately settled in the future with employees who meet eligibility requirements. Because of the uncertainties involved in estimating the timing and amount of future payments and asset returns, significant estimates are required to calculate pension expense and liabilities related to the company’s plans. The company utilizes the services of independent actuaries, whose models are used to facilitate these calculations. Several key assumptions are used in the actuarial models to calculate pension expense and liability amounts recorded in the consolidated financial statements. In particular, significant changes in actual investment returns on pension assets, discount rates, or legislative or regulatory changes could impact future results of operations and required pension contributions. For information regarding the potential impacts regarding significant assumptions used to estimate pension expense, including discount rates and the expected long-term rates of return on plan assets. See “Critical Accounting Policies – Pension Benefits” included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of this Form 10-K.

Operational Risks – Operational risks may adversely impact the company’s business or results of operations.

Praxair’s operating results are dependent on the continued operation of its production facilities and its ability to meet customer contract requirements and other needs. Insufficient or excess capacity threatens the company’s ability to generate competitive profit margins and may expose the company to liabilities related to contract commitments. Operating results are also dependent on the company’s ability to complete new construction projects on time, on budget and in accordance with performance requirements. Failure to do so may expose the business to loss of revenue, potential litigation and loss of business reputation.

Also inherent in the management of the company’s production facilities and delivery systems, including storage, vehicle transportation and pipelines, are operational risks that require continuous training, oversight and control. Material operating failures at production, storage facilities or pipelines, including fire, toxic release and explosions, or the occurrence of vehicle transportation accidents could result in loss of life, damage to the environment, loss of production and/or extensive property damage, all of which may negatively impact the company’s financial results.

Information Technology Systems – The Company may be subject to information technology system ("IT") failures, network disruptions and breaches in data security.

Praxair relies on IT systems and networks for business and operational activities, and also stores and processes sensitive business and proprietary information in these systems and networks. These systems are susceptible to outages due to fire, flood, power loss, telecommunications failures, viruses, break-ins and similar events, or breaches of security. Management has taken steps to address these risks and concerns by implementing advanced security technologies, internal controls, network and data center resiliency and recovery process. Despite these steps, however, operational failures and breaches of security from increasingly sophisticated cyber threats could lead to the loss or disclosure of confidential information, result in regulatory actions and have a material adverse impact on Praxair's operations, reputation and financial results.

9

Acquisitions and Joint Ventures – The inability to effectively integrate acquisitions or collaborate with joint venture partners could adversely impact the company’s financial position and results of operations.

Praxair has evaluated, and expects to continue to evaluate, a wide array of potential strategic acquisitions and joint ventures. Many of these transactions, if consummated, could be material to its financial condition and results of operations. In addition, the process of integrating an acquired company, business or group of assets may create unforeseen operating difficulties and expenditures. Although historically the company has been successful with its acquisition strategy and execution, the areas where the company may face risks include:

• The need to implement or remediate controls, procedures and policies appropriate for a larger public company at companies that prior to the acquisition lacked these controls, procedures and policies;

• Diversion of management time and focus from operating existing business to acquisition integration challenges;

• Cultural challenges associated with integrating employees from the acquired company into the existing organization;

• The need to integrate each company’s accounting, management information, human resource and other administrative systems to permit effective management;

• Difficulty with the assimilation of acquired operations and products;

• Failure to achieve targeted synergies; and

• Inability to retain key employees and business relationships of acquired companies.

Foreign acquisitions and joint ventures involve unique risks in addition to those mentioned above, including those related to integration of operations across different cultures and languages, currency risks and the particular economic, political and regulatory risks associated with specific countries. Also, the anticipated benefit of the company’s acquisitions may not materialize. Future acquisitions or dispositions could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities or amortization expenses, or impairments of goodwill, any of which could adversely impact the company’s financial results.

ITEM 1B.     UNRESOLVED STAFF COMMENTS

Praxair has received no written SEC staff comments regarding any of its Exchange Act reports which remain unresolved.

ITEM 2.     PROPERTIES

Praxair’s worldwide headquarters are located in leased office space in Danbury, Connecticut. Other principal administrative offices are owned in Tonawanda, New York, and leased in Rio de Janeiro, Brazil; Shanghai, China and Madrid, Spain.

Praxair designs, engineers, manufactures and operates facilities that produce and distribute industrial gases. These industrial gas production facilities and certain components are designed and/or manufactured at its facilities in Tonawanda, New York; Burr Ridge, Illinois; Rio de Janeiro, Brazil; Monterrey, Mexico; Shanghai, China; and Bangalore, India. Praxair’s Italian equity affiliate, S.I.A.D., also has such capacity.

Due to the nature of Praxair’s industrial gas products, it is generally uneconomical to transport them distances greater than a few hundred miles from the production facility. As a result, Praxair operates a significant number of production facilities spread globally throughout a number of geographic regions.

The following is a description of production facilities for Praxair by segment. No significant portion of these assets was leased at December 31, 2014. Generally, these facilities are fully utilized and are sufficient to meet our manufacturing needs.

North America

The North America segment operates production facilities in the U.S., Canada and Mexico, approximately 245 of which are cryogenic air separation plants, hydrogen plants and carbon dioxide plants. There are five major pipeline complexes in North America located in Northern Indiana, Houston, along the Gulf Coast of Texas, Detroit and Louisiana. Also located throughout North America are packaged gas facilities, specialty gas plants, helium plants and other smaller plant facilities.

10

Europe

The Europe segment has production facilities primarily in Italy, Spain, Germany, the Benelux region, Scandinavia and Russia which include approximately 60 cryogenic air separation plants. There are three major pipeline complexes in Europe located in Northern Spain and the Rhine and Saar regions of Germany. These pipeline complexes are primarily supplied by cryogenic air separation plants. Also located throughout Europe are specialty gas plants, packaged gas facilities and other smaller plant facilities.

South America

The South America segment operates more than 50 cryogenic air separation plants, primarily located in Brazil. Many of these plants support a major pipeline complex in Southern Brazil. Also located throughout South America are carbon dioxide plants, packaged gas facilities and other smaller plant facilities.

Asia

The Asia segment has production facilities located primarily in China, Korea, India and Thailand, approximately 50 of which are cryogenic air separation plants. Also located throughout Asia are noncryogenic air separation, carbon dioxide, hydrogen, packaged gas and other production facilities.

Surface Technologies

The surface technologies segment provides coating services and manufactures coating equipment at approximately 45 sites. The majority of these sites are located in the United States and Europe, with smaller operations in Asia, Brazil, India and headquarters located in Indianapolis, Indiana.

ITEM 3.     LEGAL PROCEEDINGS

Information required by this item is incorporated herein by reference to the section captioned “Notes to Consolidated Financial Statements – 17 Commitments and Contingencies” in Item 8 of this 10-K.

ITEM 4.     MINE SAFETY DISCLOSURES

Not Applicable

11

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The principal market for the company’s common stock (ticker symbol: PX) is the New York Stock Exchange ("NYSE"). At December 31, 2014 there were 13,286 shareholders of record.

NYSE quarterly stock price and dividend information

Market Price	Trading High		Trading Low		Close		Dividend Per Share
2014
First Quarter	$	135.24	$	121.22	$	130.97	$	0.65
Second Quarter	$	134.84	$	126.47	$	132.84	$	0.65
Third Quarter	$	134.06	$	126.58	$	129.00	$	0.65
Fourth Quarter	$	132.95	$	117.32	$	129.56	$	0.65
2013
First Quarter	$	114.64	$	109.08	$	111.54	$	0.60
Second Quarter	$	120.16	$	107.69	$	115.16	$	0.60
Third Quarter	$	124.41	$	113.20	$	120.21	$	0.60
Fourth Quarter	$	130.58	$	117.54	$	130.03	$	0.60

Praxair’s annual dividend on its common stock for 2014 was $2.60 per share. On January 28, 2015, Praxair’s Board of Directors declared a dividend of $0.715 per share for the first quarter of 2015, or $2.86 per share annualized, which may be changed as Praxair’s earnings and business prospects warrant. The declaration of dividends is a business decision made by the Board of Directors based on Praxair’s earnings and financial condition and other factors the Board of Directors considers relevant.

Purchases of Equity Securities – Certain information regarding purchases made by or on behalf of the company or any affiliated purchaser (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended) of its common stock during the three months ended December 31, 2014 is provided below:

Period	Total Number of Shares Purchased (Thousands)	Average Price Paid Per Share		Total Number of Shares  Purchased as Part of Publicly Announced Program (1) (Thousands)	Approximate Dollar Value of Shares that May Yet be Purchased Under the Program (2) (Millions)
October 2014	927	$	123.97	927	$	1,223
November 2014	709	$	126.75	709	$	1,134
December 2014	750	$	127.33	750	$	1,038
Fourth Quarter 2014	2,386	$	125.85	2,386	$	1,038

________________________

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

(2) As of December 31, 2014, the Company had purchased $462 million of its common stock pursuant to the 2014 program, leaving an additional $1,038 million remaining authorized under the 2014 program. The 2014 program does not have any stated expiration date.

12

Peer Performance Table – The graph below compares the most recent five-year cumulative returns of Praxair’s common stock with those of the Standard & Poor’s 500 Index ("SPX") and the S5 Materials Index ("S5MATR") which covers 30 companies, including Praxair. The figures assume an initial investment of $100 on December 31, 2009 and that all dividends have been reinvested.

	2009	2010	2011	2012	2013	2014
PX	$100	$121	$138	$145	$175	$179
SPX	$100	$115	$117	$136	$180	$205
S5MATR	$100	$122	$110	$126	$159	$170

13

ITEM 6.      SELECTED FINANCIAL DATA

FIVE-YEAR FINANCIAL SUMMARY

(Dollar amounts in millions, except per share data)

Year Ended December 31,	2014(a)			2013(a)			2012(a)			2011(a)			2010(a)
From the Consolidated Statements of Income
Sales	$	12,273		$	11,925		$	11,224		$	11,252		$	10,116
Cost of sales, exclusive of depreciation and amortization	6,962			6,744			6,396			6,458			5,754
Selling, general and administrative	1,308			1,349			1,270			1,239			1,196
Depreciation and amortization	1,170			1,109			1,001			1,003			925
Research and development	96			98			98			90			79
Venezuela currency devaluation and other charges – net	138			32			65			1			85
Other income (expenses) – net	9			32			43			7			5
Operating profit	2,608			2,625			2,437			2,468			2,082
Interest expense – net	213			178			141			145			118
Income before income taxes and equity investments	2,395			2,447			2,296			2,323			1,964
Income taxes	691			649			586			641			768
Income before equity investments	1,704			1,798			1,710			1,682			1,196
Income from equity investments	42			38			34			40			38
Net income (including noncontrolling interests)	1,746			1,836			1,744			1,722			1,234
Noncontrolling interests	(52		)	(81		)	(52		)	(50		)	(39		)
Net income – Praxair, Inc.	$	1,694		$	1,755		$	1,692		$	1,672		$	1,195
Per Share Data – Praxair, Inc. Shareholders
Basic earnings per share	$	5.79		$	5.94		$	5.67		$	5.53		$	3.90
Diluted earnings per share	$	5.73		$	5.87		$	5.61		$	5.45		$	3.84
Cash dividends per share	$	2.60		$	2.40		$	2.20		$	2.00		$	1.80
Weighted Average Shares Outstanding (000’s)
Basic shares outstanding	292,494			295,523			298,316			302,237			306,720
Diluted shares outstanding	295,608			298,965			301,845			306,722			311,395
Other Information and Ratios
Total assets	$	19,802		$	20,255		$	18,090		$	16,356		$	15,274
Total debt	$	9,258		$	8,811		$	7,362		$	6,562		$	5,557
Cash flow from operations	$	2,868		$	2,917		$	2,752		$	2,455		$	1,905
Adjusted EBITDA (b)	$	3,958		$	3,804		$	3,537		$	3,512		$	3,130
Capital expenditures	$	1,689		$	2,020		$	2,180		$	1,797		$	1,388
Acquisitions, net of cash acquired	$	206		$	1,323		$	280		$	294		$	148
After-tax return on capital (b)	12.7		%	12.8		%	13.9		%	14.8		%	14.5		%
Return on equity (b)	28.7		%	28.6		%	28.9		%	28.1		%	26.4		%
Debt-to-capital ratio (b)	59.6		%	54.3		%	51.9		%	51.8		%	47.3		%
Debt-to-adjusted EBITDA (b)	2.3			2.2			1.9			1.7			1.6
Shares outstanding (000’s)	289,262			294,134			296,229			298,530			303,997
Number of employees	27,780			27,560			26,539			26,184			26,261

________________________

(a) Amounts for 2014 include: (i) a pre-tax charge of $131 million ($131 million after-tax, or $0.45 per diluted share) related to the Venezuela currency devaluation, (ii) a pre-tax charge of $7 million ($5 million after-tax, or $0.02 per diluted share) related to pension settlements; and (iii) a pre-tax charge of $36 million ($22 million after-tax, or $0.07 per diluted share) related to a bond redemption.

Amounts for 2013 include: (i) a pre-tax charge of $23 million ($23 million after-tax, or $0.08 per diluted share) related to the Venezuela currency devaluation; (ii) a pre-tax charge of $9 million ($6 million after-tax, or $0.02 per diluted share) related to pension settlements; (iii) an income tax benefit of $40 million ($24 million net of noncontrolling interests, or $0.08 per diluted share) related to a realignment of the Italian legal structure; and (iv) a pre-tax charge of $18 million ($12 million after-tax, or $0.04 per diluted share) related to a bond redemption.

14

Amounts for 2012 include: (i) a pre-tax charge of $56 million, ($38 million after-tax and non-controlling interests, or $0.12 per diluted share) related to the 2012 cost reduction program; (ii) a pre-tax charge of $9 million ($6 million after-tax, or $0.02 per diluted share) related to pension settlement; and (iii) an income tax benefit of $55 million ($0.18 per diluted share) related to a loss on a liquidated subsidiary as a result of the divestiture of the U.S. Homecare business.

Amounts for 2011 include: (i) a pre-tax net gain on acquisition of $39 million ($37 million after-tax, or $0.12 per diluted share); and (ii) a pre-tax charge of $40 million ($31 million after-tax, or $0.10 per diluted share) relating to the 2011 cost reduction program.

Amounts for 2010 include: (i) an income tax charge of $250 million related to a Spanish income tax settlement ($0.80 per diluted share); (ii) a pre-tax charge of $58 million ($40 million after-tax, or $0.13 per diluted share) related to the U.S. homecare divestiture; (iii) a net repatriation tax benefit of $35 million ($0.11 per diluted share); and (iv) a pre-tax charge of $27 million ($26 million after-tax, or $0.08 per diluted share) related to the Venezuela currency devaluation.

See Notes 2, 5 and 7 to the consolidated financial statements.

(b) Non-GAAP measures. See the “Non-GAAP Financial Measures” section in Item 7 for definitions and reconciliation to reported amounts.

15

ITEM 7.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the company’s financial condition and results of operations should be read together with its consolidated financial statements and notes to the consolidated financial statements included in Item 8 of this Form 10-K.

	Page
Business Overview	16
Executive Summary – Financial Results & Outlook	17
Consolidated Results and Other Information	18
Segment Discussion	24
Liquidity, Capital Resources and Other Financial Data	35
Contractual Obligations	39
Off-Balance Sheet Arrangements	40
Critical Accounting Policies	40
New Accounting Standards	42
Fair Value Measurements	43
Non-GAAP Financial Measures	43
Forward-Looking Statements	48

BUSINESS OVERVIEW

Praxair is the largest industrial gases supplier in North and South America, is rapidly growing in Asia, and has strong, well-established businesses in Europe. The Company'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). The company also designs, engineers, and builds equipment that produces industrial gases primarily for internal use. The company’s surface technologies segment supplies wear-resistant and high-temperature corrosion-resistant metallic and ceramic coatings and powders. Praxair Surface Technologies supplies high-performance coatings that protect metal parts from wear, corrosion and high heat. Praxair’s industrial gas operations are managed on a geographical basis and in 2014, 94% of sales were generated in four geographic segments (North America, Europe, South America, and Asia). The surface technologies segment generated the remaining 6% of sales.

Praxair serves a diverse group of industries including healthcare, petroleum refining, computer-chip manufacturing, beverage carbonation, fiber-optics, steel making, aerospace, chemicals and water treatment. The diversity of end markets creates financial stability for Praxair in varied business cycles.

Praxair generates most of its revenues and earnings in the following 12 core geographies where the company has its strongest market positions and where distribution and production operations allow the company to deliver the highest level of service to its customers at the lowest cost.

North America	South America	Europe	Asia
United States	Brazil	Spain	China
Canada		Italy	India
Mexico		Germany/Benelux	Korea
		Scandinavia	Thailand

Praxair manufactures and distributes its products through networks of hundreds of production plants, pipeline complexes, distribution centers and delivery vehicles. Major pipeline complexes are located in the United States, Brazil, Spain and Germany. These networks are a competitive advantage, providing the foundation of reliable product supply to the company’s customer base. The majority of Praxair’s business is conducted through long-term contracts which provide stability in cash flow and the ability to pass through changes in energy and feedstock costs to customers. The company has growth opportunities in all major geographies and in diverse end-markets such as energy, chemicals, metals, healthcare and food and beverage.

16

EXECUTIVE SUMMARY – FINANCIAL RESULTS & OUTLOOK

2014 Year in review

Praxair delivered solid results for the full year of 2014 despite a challenging global environment including foreign currency translation headwinds and slowing growth in most major emerging markets. Sales growth came primarily from strong volume growth in North America and Asia, higher overall pricing and acquisitions. This was partially offset by the impact of negative currency translation in most geographies due to a strengthening U.S. dollar.

• Sales of $12,273 million were 3% above 2013 sales of $11,925 million. Excluding negative currency impacts, sales grew 6% primarily due to organic sales growth including new project start-ups and acquisitions.

• Reported operating profit of $2,608 million decreased 1% from $2,625 million in 2013. Adjusted operating profit of $2,746 million increased 3% from 2013, from higher volumes, pricing, and acquisitions, partially offset by negative currency effects.*

• Reported net income – Praxair, Inc. of $1,694 million and diluted earnings per share of $5.73 decreased from $1,755 million and $5.87, respectively, in 2013. Adjusted net income – Praxair, Inc. of $1,852 million and adjusted diluted earnings per share of $6.27 increased 5% and 6% from 2013, respectively. Earnings per share grew faster than net income primarily due to fewer shares outstanding as a result of share repurchases during the year.*

• Cash flow from operations was a strong $2,868 million, 23% of sales.

• Capital expenditures were $1,689 million, primarily for the construction of growth projects. Acquisition expenditures of $206 million primarily included the acquisition of industrial gas businesses in Italy and Asia, and packaged gas businesses in North and South America.

2015 Outlook

• Sales are forecasted to be in the range of $12.0 to $12.4 billion.

• Diluted earnings per share are forecasted to be in the range of $6.15 to $6.50.

• Effective tax rate of about 28%.

• Capital expenditures of about $1.7 billion.

• 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 an indicator of future sales growth. At December 31, 2014, Praxair’s backlog of 24 large projects under construction was $1.9 billion. This represents the total estimated capital cost of large plants under construction. North America and Asia each represent about one-third of the backlog. The remaining backlog resides in Europe, primarily in Russia, and in South America. These plants will supply customers in the energy, chemical, manufacturing, electronics and metals markets.

* A reconciliation of the Adjusted amounts can be found in the "Non-GAAP Financial Measures" section in this MD&A. See Notes 2, 5 and 11 to the consolidated financial statements.

The above guidance should be read in conjunction with the section entitled “Forward-Looking Statements.”

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

17

CONSOLIDATED RESULTS AND OTHER INFORMATION

The following table provides selected data for 2014, 2013, and 2012:

										Variance
(Dollar amounts in millions, except per share data) Year Ended December 31,	2014			2013			2012			2014 vs. 2013		2013 vs. 2012
Reported Amounts:
Sales	$	12,273		$	11,925		$	11,224		3	%	6	%
Gross margin (a)	$	5,311		$	5,181		$	4,828		3	%	7	%
As a percent of sales	43.3		%	43.4		%	43.0		%
Selling, general and administrative	$	1,308		$	1,349		$	1,270		(3	)%	6	%
As a percent of sales	10.7		%	11.3		%	11.3		%
Depreciation and amortization	$	1,170		$	1,109		$	1,001		6	%	11	%
Venezuela currency devaluation and other charges – net (b)	$	138		$	32		$	65
Other income (expenses) – net	$	9		$	32		$	43
Operating profit	$	2,608		$	2,625		$	2,437		(1	)%	8	%
As a percent of sales	21.2		%	22.0		%	21.7		%
Interest expense – net	$	213		$	178		$	141		20	%	26	%
Effective tax rate	28.9		%	26.5		%	25.5		%
Income from equity investments	$	42		$	38		$	34		11	%	12	%
Noncontrolling interests	$	(52	)	$	(81	)	$	(52	)	(36	)%	56	%
Net income – Praxair, Inc.	$	1,694		$	1,755		$	1,692		(3	)%	4	%
Diluted earnings per share	$	5.73		$	5.87		$	5.61		(2	)%	5	%
Diluted shares outstanding	295,608			298,965			301,845			(1	)%	(1	)%
Number of employees	27,780			27,560			26,539
Adjusted Amounts (c):
Operating profit	$	2,746		$	2,657		$	2,502		3	%	6	%
As a percent of sales	22.4		%	22.3		%	22.3		%
Interest expense – net	$	177		$	160		$	141		11	%	13	%
Effective tax rate	27.5		%	28.0		%	28.0		%
Noncontrolling interests	$	(52	)	$	(65	)	$	(54	)
Net income – Praxair, Inc.	$	1,852		$	1,772		$	1,681		5	%	5	%
Diluted earnings per share	$	6.27		$	5.93		$	5.57		6	%	6	%

________________________

(a) Gross margin excludes depreciation and amortization expense.

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

(c) Adjusted amounts are non-GAAP measures. A reconciliation of reported amounts to adjusted amounts can be found in the “Non-GAAP Financial Measures” section of this MD&A. See Notes 2, 5 and 7 to the consolidated financial statements.

18

Results of Operations

The following table provides a summary of changes in consolidated sales and adjusted operating profit:

	2014 vs. 2013				2013 vs. 2012
	% Change				% Change
	Sales		Operating Profit		Sales		Operating Profit
Factors Contributing to Changes
Volume	3	%	1	%	3	%	1	%
Price	2	%	8	%	2	%	8	%
Cost pass-through	—	%	—	%	—	%	—	%
Currency	(3	)%	(7	)%	(2	)%	(2	)%
Acquisitions/Divestitures	1	%	1	%	3	%	3	%
Other	—	%	(4	)%	—	%	(2	)%
Reported	3	%	(1	)%	6	%	8	%
Venezuela currency devaluation and other charges, net	—	%	4	%	—	%	(2	)%
Adjusted	3	%	3	%	6	%	6	%

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

	% of Sales						% Change*
	2014		2013		2012		2014 vs. 2013		2013 vs. 2012
Sales by End Markets
Manufacturing	24	%	24	%	25	%	3	%	2	%
Metals	17	%	17	%	18	%	4	%	7	%
Energy	14	%	13	%	11	%	8	%	10	%
Chemicals	10	%	10	%	10	%	1	%	9	%
Electronics	7	%	8	%	8	%	—	%	1	%
Healthcare	8	%	8	%	8	%	4	%	4	%
Food & Beverage	8	%	8	%	6	%	7	%	1	%
Aerospace	3	%	3	%	3	%	1	%	4	%
Other	9	%	9	%	11	%	10	%	1	%
	100	%	100	%	100	%

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

	% of Sales
	2014		2013		2012
Sales by Distribution Method
On-Site	29	%	27	%	26	%
Merchant	34	%	34	%	33	%
Packaged Gas	28	%	30	%	31	%
Other	9	%	9	%	10	%
	100	%	100	%	100	%

19

2014 Compared With 2013

Sales increased 3% to $12,273 million in 2014compared to $11,925 million in 2013. Organic sales grew 5% from higher pricing and volume growth primarily in North America and Asia due to new plant start-ups. Acquisitions, including NuCO₂, several packaged gas distributors in the U.S. and the acquisition of Dominion Technology Gases Investment Limited in 2013, contributed 1% to overall sales growth. These increases were partially offset by negative currency translation impacts, resulting from the strengthening of the U.S. dollar against most currencies.

Gross margin increased $130 million, or 3%, versus 2013 in line with the increase in sales.

Selling, general and administrative ("SG&A") expenses in 2014 were $1,308 million, or 10.7% of sales, versus $1,349 million, or 11.3% of sales, for 2013. Currency impacts decreased SG&A by $36 million and other cost reductions, primarily lower pension and other post-retirement benefit expense, reduced SG&A by an additional $24 million. These reductions were partially offset by an increase due to acquisitions.

Depreciation and amortization expense increased $61 million versus 2013. This increase was primarily due to plant start-ups and asset additions, and approximately $12 million related to acquisitions, partially offset by currency effects of $27 million.

Other income (expenses) – net in 2014 was a $9 million benefit versus a $32 million benefit in 2013 (see Note 7 to the consolidated financial statements for a summary of major components). Partnership income of $16 million improved $9 million and relates primarily to a partnership joint venture in the United States, while gains from business and asset sales of $36 million were $7 million less than 2013 and was spread across all segments. Severance expense of $22 million increased $8 million from 2013, reflecting actions taken in response to current market conditions outside of the United States and included $15 million in the fourth quarter. 2013 also included a $10 million favorable litigation settlement in South America. Other components were not significant.

Reported operating profit of $2,608 million in 2014 was $17 million, or 1% lower than reported operating profit of $2,625 million in 2013. 2014 included a $131 million charge related to Venezuela currency devaluation and a $7 million charge related to a pension settlement. The 2013 period included a $23 million charge related to the Venezuela currency devaluation and $9 million charge related to a pension settlement. Refer to note 2 of the consolidated financial statements for a further discussion of these items. Adjusted operating profit of $2,746 million in 2014 was $89 million, or 3% higher than adjusted operating profit of $2,657 million in 2013. A discussion of operating profit by segment is included in the segment discussion that follows.

Reported interest expense – net in 2014 increased $35 million, versus 2013. Both the 2014 and 2013 included charges of $36 million and $18 million, respectively, relating to the early redemption of notes (see note 7 to the consolidated financial statements). Excluding these charges, adjusted interest expense increased $17 million. Higher debt levels and lower capitalized interest increased interest expense by approximately $13 million and $31 million, respectively, versus 2013. The amount of interest capitalized decreased due to lower interest rates, lower construction expenditures, and currency impacts. These increases were partially offset by the benefits of lower overall interest rates which reduced interest expense by approximately $23 million. See Note 7 to the consolidated financial statements for further information relating to interest expense.

The effective tax rate ("ETR") for 2014 was 28.9% versus 26.5% in 2013. The adjusted effective tax rate was 27.5% in 2014 versus 28.0% in 2013. The 0.5% decrease in the ETR was primarily due to increased foreign tax differentials (see Note 5 to the Consolidated financial statements).

Praxair’s significant equity investments are in the United States, China, Italy, and the Middle East. Equity income increased $4 million in 2014 related primarily to higher equity income in Europe versus 2013.

At December 31, 2014, reported noncontrolling interests consisted primarily of noncontrolling shareholders’ investments in Asia (primarily in China and India), Europe (primarily in Italy and Scandinavia), and North America (primarily within the U.S. packaged gas business). Reported noncontrolling interest in 2014 decreased $29 million from 2013. The decrease was primarily due to the minority shareholder's portion of the income tax benefit in Italy of $16 million related to a legal realignment during 2013. Excluding the Italy realignment, adjusted noncontrolling interest in 2014 was $52 million compared to $65 million in 2013. This decrease was due primarily to the acquisition of the noncontrolling interest in a U.S. packaged gas business during the first quarter of 2014.

Reported net income - Praxair, Inc. in 2014 was $1,694 million, or $61 million lower than net income - Praxair, Inc. of $1,755 million in 2013. Adjusted net income – Praxair, Inc. of $1,852 million in 2014 was $80 million, or 5% higher than adjusted net income – Praxair, Inc. of $1,772 million in 2013. This increase was primarily due to higher adjusted operating profit.

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Reported diluted earnings per share ("EPS") of $5.73 in 2014decreased$0.14 per diluted share, or 2% from $5.87 in 2013. Adjusted diluted EPS of $6.27 in 2014 increased $0.34 per diluted share, or 6%, from adjusted diluted EPS of $5.93 in 2013. The increase in adjusted diluted EPS was primarily due to higher adjusted net income – Praxair, Inc. and a 1.1% decrease in the number of diluted shares outstanding as a result of the company’s net repurchases of common stock during 2014.

Other comprehensive loss at December 31, 2014 of $1,257 million includes negative currency translation adjustments of $1,096 million, a negative adjustment of $164 million related to the funded status of retirement obligations and a positive adjustment of $3 million related to derivative instruments. The translation adjustments reflect the impact of translating local currency foreign subsidiary financial statements to U.S. dollars and resulted from currency movements, primarily $369 million in Europe, $331 million in South America, and $238 million in North America. The negative pension funded status adjustment resulted primarily from after-tax actuarial losses from lower discount rates and the adoption of new mortality rate assumptions, both of which increased the pension benefit obligation ("PBO"). See the “Currency” section of the MD&A, and Notes 7 and 16 to the consolidated financial statements.

The number of employees at December 31, 2014 was 27,780, reflecting an increase of 220 employees from December 31, 2013. This increase primarily reflects the impact of acquisitions during the current year.

2013 Compared With 2012

Sales increased 6% to $11,925 million during 2013 compared to $11,224 million in 2012. Higher volumes, primarily in North and South America and in Asia, higher overall pricing and growth from acquisitions were partially offset by negative currency translation impacts, primarily resulting from the strengthening of the U.S. dollar against the Brazilian Real. Cost pass-through had minimal impact due to lower precious metal prices offsetting energy cost inflation.

Gross margin increased $353 million, or 7%, versus 2012. The increase was due to higher volumes and higher pricing, resulting in an increase in the gross margin percentage to 43.4%, versus 43.0% in the prior year.

Selling, general and administrative ("SG&A") expenses in 2013 were $1,349 million, or 11.3% of sales, versus $1,270 million, or 11.3% of sales, for 2012. The increase in SG&A expense of $79 million was primarily due to the impact of acquisitions ($56 million). In addition, pension expense increased $26 million due to an increase in the amortization of net actuarial losses, primarily attributable to lower discount rates. Currency effects reduced SG&A expense by $14 million.

Depreciation and amortization expense increased $108 million versus 2012. This increase was primarily due to an increase of $42 million from acquisitions and approximately $70 million from plant start-ups and asset additions, partially offset by currency effects of $13 million.

Other income (expenses) – net in 2013 was a $32 million benefit versus a $43 million benefit in 2012. Other income was higher in 2012 primarily due to a larger favorable litigation settlements in South America. See Note 7 to the consolidated financial statements for a summary of the major components of Other income (expenses) – net.

Reported operating profit of $2,625 million in 2013 was $188 million, or 8% higher than reported operating profit of $2,437 million in 2012. As a percentage of sales, reported operating profit increased to 22.0% in 2013 from 21.7% in 2012. This is primarily due to the attainment of price increases in most geographies. The 2013 period includes a $23 million charge related to the Venezuela currency devaluation and $9 million charge related to a pension settlement. The 2012 period also included a pension settlement charge of $9 million as well as a $56 million charge for cost reduction programs. Adjusted operating profit of $2,657 million in 2013 was $155 million, or 6% higher than adjusted operating profit of $2,502 million in 2012. A discussion of operating profit by segment is included in the segment discussion that follows.

Reported interest expense – net in 2013 increased $37 million, versus 2012. The increase included an $18 million charge recognized upon the early redemption of the $400 million 5.25% Notes due in 2014. Excluding this charge, adjusted interest expense increased $19 million. Higher overall debt levels increased interest expense by about $45 million, and reduced benefits from the amortization of interest rate swap gains increased interest expense by $11 million versus 2012. Lower interest rates reduced interest expense by approximately $37 million dollars. See Note 7 to the consolidated financial statements for further information relating to interest expense.

The effective tax rate for 2013 was 26.5% versus 25.5% in 2012. 2013 included a $40 million benefit as a result of a realignment of Praxair's Italian legal structure, and 2012 included a $55 million income tax benefit related to the loss on a liquidated subsidiary (See Note 5 to the consolidated financial statements). The adjusted effective tax rate for both 2012 and 2013 was 28.0%.

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Praxair’s significant equity investments are in the United States, China, Italy, and the Middle East. Equity income increased $4 million in 2013 related primarily to higher equity income in China.

At December 31, 2013, reported noncontrolling interests consisted primarily of noncontrolling shareholders’ investments in Asia (primarily in China and India), Europe (primarily in Italy and Scandinavia), and North America (primarily within the U.S. packaged gas business). The $29 million increase in reported noncontrolling interests in 2013 was primarily due to the minority shareholder's portion of the income tax benefit in Italy related to the company's legal realignment. Adjusted noncontrolling interest in 2013 was $65 million compared to $54 million in 2012. This increase is primarily driven by improved performance by the U.S. packed gas and Italian investments.

Reported net income - Praxair, Inc. in 2013 was $1,755 million, or $63 million above net income - Praxair, Inc. of $1,692 million in 2012. Adjusted net income – Praxair, Inc. of $1,772 million in 2013 was $91 million, or 5% higher than adjusted net income – Praxair, Inc. of $1,681 million in 2012. This increase was primarily due to higher adjusted operating profit partially offset by higher interest expense and increased income tax expense.

Reported diluted earnings per share ("EPS") of $5.87 in 2013 increased $0.26 per diluted share, or 5% from $5.61 in 2012. Adjusted diluted EPS of $5.93 in 2013 increased $0.36 per diluted share, or 6%, from adjusted diluted EPS of $5.57 in 2012. The increase in adjusted diluted EPS was primarily due to higher net income – Praxair, Inc. and a 1.0% decrease in the number of diluted shares outstanding as a result of the company’s net repurchases of common stock during 2013.

Other comprehensive loss at December 31, 2013 of $123 million includes negative currency translation adjustments of $447 million, a positive after-tax adjustment of $323 million related to the funded status of retirement obligations and a positive adjustment of $1 million related to derivative instruments. The negative translation adjustment primarily resulted from currency movements of $342 million in South America and $137 million in North America. The positive pension funded status impact is driven principally by actuarial gains and losses of $395 million. Of this amount $165 million relates to asset returns in excess of assumed returns. The remaining $230 million primarily relates to the impact of higher discount rates. See the “Currency” section of the MD&A, and Notes 7 and 16 to the consolidated financial statements.

The number of employees at December 31, 2013 was 27,560, reflecting an increase of 1,021 employees from December 31, 2012. This increase primarily reflects the impact of the NuCO₂ acquisition.

Related Party Transactions

The company’s related parties are primarily unconsolidated equity affiliates. The company did not engage in any material transactions involving related parties that included terms or other aspects that differ from those which would be negotiated with independent parties.

Environmental Matters

Praxair’s principal operations relate to the production and distribution of atmospheric and other industrial gases, which historically have not had a significant impact on the environment. However, worldwide costs relating to environmental protection may continue to grow due to increasingly stringent laws and regulations, and Praxair's ongoing commitment to rigorous internal standards.

Climate Change

Praxair operates in jurisdictions that have, or are developing, laws and/or regulations to reduce or mitigate the perceived adverse effects of greenhouse gas ("GHG") emissions and faces a highly uncertain regulatory environment in this area. For example, the U.S. Environmental Protection Agency ("EPA") has promulgated rules requiring reporting of GHG emissions, and Praxair and many of its suppliers and customers are subject to these rules. EPA has also promulgated regulations to restrict GHG emissions, including final rules regulating GHG emissions from light-duty vehicles and certain large manufacturing facilities, many of which are Praxair suppliers or customers. EPA recently proposed carbon dioxide regulations for both new and existing power plants, which will require controls on GHG emissions from certain suppliers of power to Praxair’s operations. In addition to these developments in the United States, there has been regulation of GHGs in the European Union under the Emissions Trading System, which have wide implications for our customers and may impact certain operations of Praxair in Europe. Also, climate change and energy efficiency laws and policies are being widely embraced by jurisdictions throughout Latin America and Mexico.. There are also requirements for mandatory reporting in Quebec, Canada, which apply to certain Praxair operations and will be used in developing cap-and-trade regulations on GHG emissions, which are expected to impact certain Praxair facilities. China has also announced plans to launch a national carbon emissions trading system in 2016, though it does not appear the regulations will have a direct

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impact on GHG emissions from Praxair facilities. Among other impacts, such regulations are expected to raise the costs of energy, which is a significant cost for Praxair. Nevertheless, Praxair's customer contracts routinely provide rights to recover increased electricity, natural gas, and other costs that are incurred by the company.

Praxair anticipates continued growth in its hydrogen business, as hydrogen is essential to refineries which use it to remove sulfur from transportation fuels in order to meet ambient air quality standards in the United States. Hydrogen production plants and a large number of other manufacturing and electricity-generating plants have been identified under California law as a source of carbon dioxide emissions and these plants have also become subject to recently promulgated cap-and-trade regulations in that state. Praxair believes it will be able to mitigate the costs of these regulations through the terms of its product supply contracts. However, legislation that limits GHG emissions may impact growth by increasing operating costs and/or decreasing demand.

To manage these potential business risks from potential GHG emission regulation, Praxair actively monitors current developments, evaluates the direct and indirect business risks, and takes appropriate actions. Among others, actions include: increasing relevant resources and training; consulting with vendors, insurance providers and industry experts; incorporating GHG provisions in commercial agreements; and conducting regular reviews of the business risks with management. Although there are considerable uncertainties, Praxair believes that the business risk from potential regulations can be effectively managed through its commercial contracts. Additionally, Praxair does not anticipate any material effects regarding its plant operations or business arising from potential physical risks of climate change. Also, Praxair continuously seeks opportunities to reduce its own energy use and GHG footprint through rigorous energy efficiency as well as purchasing hydrogen as a chemical byproduct where feasible..

At the same time, Praxair may benefit from business opportunities arising from governmental regulation of GHG and other emissions; rising costs of many energy and natural resources; new technologies to extract natural gas; and the development of renewable energy alternatives. Praxair continues to develop new applications technologies that can lower emissions, including GHG emissions, in Praxair's processes and help customers lower energy consumption and increase product throughput. Stricter regulation of water quality in emerging economies such as China provide a growing market for a number of gases, e.g., oxygen for wastewater treatment. Renewable fuel standards in the European Union and U.S. create a market for second-generation biofuels which are users of industrial gases such as oxygen, carbon dioxide, and hydrogen.

Costs Relating to the Protection of the Environment

Environmental protection costs in 2014 included approximately $12 million in capital expenditures and $29 million of expenses. Praxair anticipates that future annual environmental protection expenditures will be similar to 2014, subject to any significant changes in existing laws and regulations. Based on historical results and current estimates, management does not believe that environmental expenditures will have a material adverse effect on the consolidated financial position, the consolidated results of operations or cash flows in any given year.

Legal Proceedings

See Note 17 to the consolidated financial statements for information concerning legal proceedings.

Retirement Benefits

Pensions

The net periodic benefit cost for the U.S. and International pension plans was $82 million in 2014, $119 million in 2013 and $93 million in 2012. Consolidated net periodic benefit cost included settlement charges of $7 million, $9 million and $10 million in 2014, 2013 and 2012, respectively.

The funded status (pension benefit obligation ("PBO") less the fair value of plan assets) for the U.S. plans was a deficit of $443 million as December 31, 2014 versus a deficit of $171 million at December 31, 2013. This increase was due to lower discount rates and new mortality assumptions which both increased the PBO.

Global pension contributions were $18 million in 2014, $52 million in 2013 and $184 million in 2012. At a minimum, Praxair contributes to its pension plans to comply with local regulatory requirements (e.g., ERISA in the United States). Discretionary contributions in excess of the local minimum requirements are made based on many factors, including long-term projections of the plans' funded status, the economic environment, potential risk of overfunding, pension insurance costs and alternative uses of the cash. Changes to these factors can impact the timing of discretionary

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contributions from year to year. Estimated required contributions for 2015 are currently expected to be in the area of $15 million.

Praxair assumes an expected return on plan assets for 2015 in the United States of 8.00%, which is consistent with the long-term expected return on its investment portfolio.

Excluding the impact of any settlements, 2015 consolidated pension expense is expected to be approximately $95 million. The increase is due primarily to higher net actuarial losses to be amortized as a result of a decrease in the discount rates and new mortality assumptions. The amortization is recognized based on the amount of net actuarial gains/losses above certain thresholds and over the periods of either the average remaining service lives or the average remaining life expectancies of the retirees.

OPEB

The net periodic benefit cost for OPEB plans was $7 million in 2014, $11 million in 2013 and $9 million in 2012. The funded status deficit decreased $28 million during 2014 primarily due to favorable plan experience.

In 2015, consolidated net periodic benefit costs for the OPEB plans is expected to be approximately $8 million.

See the Critical Accounting Policies section and Note 16 to the consolidated financial statements for a more detailed discussion of the company’s retirement benefits, including a description of the various retirement plans and the assumptions used in the calculation of net periodic benefit cost and funded status.

Insurance

Praxair purchases insurance to limit a variety of property and casualty risks, including those related to property, business interruption, third-party liability and workers’ compensation. Currently, the company self-retains the first $5 million per occurrence for workers’ compensation, general and vehicle liability in the United States and retains $2.5 million to $5 million per occurrence at its various properties worldwide. To mitigate its aggregate loss potential above these retentions, the company purchases insurance coverage from highly rated insurance companies. The company does not currently operate or participate in any captive insurance companies.

At December 31, 2014 and 2013, the company had recorded a total of $33 million representing an estimate of the retained liability for the ultimate cost of claims incurred and unpaid as of the balance sheet dates. The estimated liability is established using statistical analysis and is based upon historical experience, actuarial assumptions and professional judgment. These estimates are subject to the effects of trends in loss severity and frequency and are subject to a significant degree of inherent variability. If actual claims differ from the company’s estimates, they will be adjusted at that time and financial results could be impacted.

Praxair recognizes estimated insurance proceeds relating to damages at the time of loss only to the extent of incurred losses. Any insurance recoveries for business interruption and for property damages in excess of the net book value of the property are recognized only when realized.

SEGMENT DISCUSSION

The following summary of sales and operating profit by segment provides a basis for the discussion that follows (for additional information concerning Praxair’s segments, see Note 18 to the consolidated financial statements). Praxair evaluates the performance of its reportable segments based on operating profit, excluding the items not indicative of ongoing business trends (See Note 2 to the consolidated financial statements).

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(Dollar amounts in millions) Year Ended December 31,										Variance
	2014			2013			2012			2014 vs. 2013		2013 vs. 2012
Sales
North America	$	6,436		$	6,164		$	5,598		4	%	10	%
Europe	1,546			1,542			1,474			—	%	5	%
South America	1,993			2,042			2,082			(2	)%	(2	)%
Asia	1,619			1,525			1,414			6	%	8	%
Surface Technologies	679			652			656			4	%	(1	)%
	$	12,273		$	11,925		$	11,224		3	%	6	%
Operating Profit
North America	$	1,580		$	1,538		$	1,465		3	%	5	%
Europe	291			270			256			8	%	5	%
South America	449			467			429			(4	)%	9	%
Asia	303			271			246			12	%	10	%
Surface Technologies	123			111			106			11	%	5	%
Segment operating profit	2,746			2,657			2,502			3	%	6	%
Venezuela currency devaluation and other charges	(138		)	(32		)	(65		)
Consolidated operating profit	$	2,608		$	2,625		$	2,437

North America

(Dollar amounts in millions) Year Ended December 31,										Variance
	2014			2013			2012			2014 vs. 2013		2013 vs. 2012
Sales	$	6,436		$	6,164		$	5,598		4	%	10	%
Cost of sales, exclusive of depreciation and amortization	3,514			3,301			2,968
Gross margin	2,922			2,863			2,630
Operating expenses	731			759			667
Depreciation and amortization	611			566			498
Operating profit	$	1,580		$	1,538		$	1,465		3	%	5	%
Margin %	24.5		%	25.0		%	26.2		%

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	2014 vs. 2013				2013 vs. 2012
	% Change				% Change
	Sales		Operating Profit		Sales		Operating Profit
Factors Contributing to Changes
Volume	3	%	1	%	2	%	1	%
Price	1	%	5	%	2	%	8	%
Cost pass-through	1	%	—	%	1	%	—	%
Currency	(2	)%	(2	)%	—	%	—	%
Acquisitions/Divestitures	1	%	1	%	5	%	5	%
Other	—	%	(2	)%	—	%	(9	)%
	4	%	3	%	10	%	5	%

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

	% of Sales						% Change*
	2014		2013		2012		2014 vs. 2013		2013 vs. 2012
Sales by End Markets
Manufacturing	30	%	30	%	32	%	3	%	3	%
Metals	12	%	13	%	14	%	1	%	1	%
Energy	20	%	19	%	17	%	9	%	13	%
Chemicals	10	%	10	%	11	%	3	%	4	%
Electronics	4	%	5	%	5	%	7	%	(8	)%
Healthcare	7	%	7	%	7	%	2	%	—	%
Food & Beverage	8	%	8	%	5	%	4	%	(1	)%
Aerospace	1	%	1	%	1	%	(1	)%	14	%
Other	8	%	7	%	8	%	8	%	—	%
	100	%	100	%	100	%

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

	% of Sales
	2014		2013		2012
Sales by Distribution Method
On-Site	30	%	28	%	27	%
Merchant	36	%	36	%	35	%
Packaged Gas	32	%	34	%	36	%
Other	2	%	2	%	2	%
	100	%	100	%	100	%

The North America segment includes Praxair’s industrial gases operations in the United States, Canada and Mexico.

Sales for 2014 increased $272 million, or 4%, versus 2013. Organic sales growth was 4% driven primarily by higher pricing and higher volumes. Volume growth came from higher on-site volumes from new project start-ups including hydrogen supply to refinery customers in the United States, and higher merchant and packaged gas volumes. Sales growth was strongest in the energy, manufacturing, and food and beverage end-markets. The strong sales growth to the energy end-market was primarily due to hydrogen project start-ups. Acquisitions, primarily NuCO₂ and several packaged gas distributors in the U.S., added 1% sales growth. Higher cost pass-through, primarily higher natural gas prices passed through to hydrogen customers, increased sales by 1%. Packaged gases sales were higher for 2014, primarily due to growth in the U.S. business, however are lower as a percentage of total sales for the segment as compared to the prior-year period, due to strong growth in on-site sales.

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Operating profit for 2014 increased $42 million, or 3% from 2013. Operating profit grew 5% excluding currency translation impacts primarily driven by higher pricing. The increase was due to higher gross margin and lower operating expenses, partially offset by $45 million increase in depreciation and amortization expense due to new project start-ups and acquisitions. Operating profit during 2014 included a $9 million benefit related to a change in accounting principle for LIFO inventories in the United States (see notes 1 and 7 to the consolidated financial statements). Operating profit in 2013 included a $23 million customer contract settlement.

Sales for 2013 increased $566 million, or 10%, versus 2012. Underlying sales growth was 4% driven primarily by higher on-site volumes from new project start-ups for hydrogen supply to refinery customers in the United States, higher merchant volumes and higher pricing. Sales grew to the energy, chemicals, manufacturing, and food and beverage end-markets. Strong sales growth to the energy end-market was primarily due to hydrogen project start-ups. Acquisitions, primarily NuCO₂, added 5% sales growth and contributed to the 3% increase of total sales represented by the food and beverage end-market in 2013. Higher cost pass-through, primarily higher natural gas prices passed through to hydrogen customers, increased sales by 1%. North American packaged gas sales were above prior year due to solid growth in the US business. However, with the growth in on-site sales due to the start-up of new hydrogen projects and the growth in merchant sales due to the acquisition of NuCO₂, packaged gas sales decreased as a percentage of total sales for the segment.

Operating profit for 2013 increased $73 million, or 5% from 2012. Higher pricing, higher volumes from project start-ups and acquisitions contributed to the growth in operating profit. Operating profit included a contract settlement for $23 million. The growth was partially offset by higher operating costs and the impact of a gain on asset sale in the prior year. Depreciation and amortization increased $68 million in 2013 due to acquisitions and new project start-ups.

Europe

(Dollar amounts in millions) Year Ended December 31,										Variance
	2014			2013			2012			2014 vs. 2013		2013 vs. 2012
Sales	$	1,546		$	1,542		$	1,474		—	%	5	%
Cost of sales, exclusive of depreciation and amortization	868			881			841
Gross margin	678			661			633
Operating expenses	219			222			228
Depreciation and amortization	168			169			149
Operating profit	$	291		$	270		$	256		8	%	5	%
Margin %	18.8		%	17.5		%	17.4		%

	2014 vs. 2013				2013 vs. 2012
	% Change				% Change
	Sales		Operating Profit		Sales		Operating Profit
Factors Contributing to Changes
Volume	—	%	2	%	(1	)%	(12	)%
Price	1	%	5	%	1	%	6	%
Cost pass-through	(1	)%	—	%	(1	)%	—	%
Currency	(1	)%	—	%	3	%	3	%
Acquisitions/Divestitures	1	%	3	%	3	%	3	%
Other	—	%	(2	)%	—	%	5	%
	—	%	8	%	5	%	5	%

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

	% of Sales						% Change*
	2014		2013		2012		2014 vs. 2013		2013 vs. 2012
Sales by End Markets
Manufacturing	22	%	22	%	23	%	4	%	(4	)%
Metals	16	%	16	%	16	%	3	%	2	%
Energy	7	%	6	%	4	%	(4	)%	7	%
Chemicals	15	%	16	%	17	%	(9	)%	—	%
Electronics	7	%	7	%	8	%	(3	)%	5	%
Healthcare	11	%	11	%	11	%	(1	)%	(2	)%
Food & Beverage	9	%	9	%	9	%	5	%	—	%
Aerospace	—	%	1	%	1	%	(11	)%	—	%
Other	13	%	12	%	11	%	2	%	(6	)%
	100	%	100	%	100	%

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

	% of Sales
	2014		2013		2012
Sales by Distribution Method
On-Site	19	%	20	%	20	%
Merchant	35	%	34	%	34	%
Packaged Gas	43	%	43	%	42	%
Other	3	%	3	%	4	%
	100	%	100	%	100	%

Praxair’s European industrial gases business operates in Spain, Italy, Germany, Russia, the United Kingdom, Scandinavia and the Benelux region.

Sales for 2014 increased $4 million, versus 2013. Excluding unfavorable currency impacts and lower cost pass-through, sales increased 2% year-over-year. The increase came from higher pricing to merchant and packaged gas customers, and acquisitions primarily Dominion Technology Gases Investment Limited acquired in 2013.

Operating profit of $291 million increased 8% from 2013 primarily driven by higher pricing, volumes and acquisitions. The strong operating leverage came from price attainment across the region coupled with strong productivity and cost initiatives. In addition, the acquisition of an industrial gas business in Italy and a divestiture in France contributed to the higher operating profit and margin.

Sales for 2013 increased $68 million, or 5% versus 2012. Sales growth was primarily driven by higher pricing, acquisitions, primarily Dominion Technology Gases Investment Limited, and favorable currency effects. Underlying sales were unchanged from the prior year as volumes were higher year over year in Germany, Russia, and Scandinavia but overall volumes in Spain and Italy were below the prior year.

Operating profit for 2013 of $270 million grew 5% from 2012. Higher pricing, favorable currency effects, acquisitions, and lower costs from prior-year cost reduction actions more than offset the impact of lower volumes, primarily in Spain.

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South America

(Dollar amounts in millions) Year Ended December 31,										Variance
	2014			2013			2012			2014 vs. 2013		2013 vs. 2012
Sales	$	1,993		$	2,042		$	2,082		(2	)%	(2	)%
Cost of sales, exclusive of depreciation and amortization	1,101			1,134			1,202
Gross margin	892			908			880
Operating expenses	266			260			267
Depreciation and amortization	177			181			184
Operating profit	$	449		$	467		$	429		(4	)%	9	%
Margin %	22.5		%	22.9		%	20.6		%

	2014 vs. 2013				2013 vs. 2012
	% Change				% Change
	Sales		Operating Profit		Sales		Operating Profit
Factors Contributing to Changes
Volume	2	%	(2	)%	4	%	7	%
Price	4	%	19	%	3	%	13	%
Cost pass-through	1	%	—	%	—	%	—	%
Currency	(9	)%	(10	)%	(9	)%	(9	)%
Acquisitions/Divestitures	—	%	—	%	—	%	—	%
Other	—	%	(11	)%	—	%	(2	)%
	(2	)%	(4	)%	(2	)%	9	%

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

	% of Sales						% Change*
	2014		2013		2012		2014 vs. 2013		2013 vs. 2012
Sales by End Markets
Manufacturing	21	%	21	%	22	%	3	%	3	%
Metals	27	%	29	%	28	%	2	%	10	%
Energy	2	%	2	%	4	%	23	%	(4	)%
Chemicals	9	%	9	%	6	%	10	%	20	%
Electronics	—	%	—	%	—	%	—	%	—	%
Healthcare	18	%	17	%	16	%	9	%	10	%
Food & Beverage	13	%	12	%	12	%	16	%	8	%
Aerospace	—	%	—	%	—	%	—	%	—	%
Other	10	%	10	%	12	%	2	%	(1	)%
	100	%	100	%	100	%

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

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	% of Sales
	2014		2013		2012
Sales by Distribution Method
On-Site	26	%	25	%	23	%
Merchant	43	%	43	%	43	%
Packaged Gas	29	%	30	%	31	%
Other	2	%	2	%	3	%
	100	%	100	%	100	%

Praxair’s South American industrial gases operations are conducted by its subsidiary, White Martins Gases Industriais Ltda. ("White Martins"), the largest industrial gases company in Brazil. White Martins also manages Praxair’s operations in Argentina, Bolivia, Chile, Colombia, Paraguay, Peru, Uruguay and Venezuela.

Sales in 2014 decreased $49 million, or 2%, versus 2013. Unfavorable currency translation impacts reduced sales by 9%. Organic sales grew 6% primarily due to higher pricing and modest volume growth. Sales growth came primarily from the food and beverage and healthcare end-markets.

Operating profit decreased $18 million or 4% versus 2013. Excluding negative currency effects, operating profit increased 6% due to higher pricing partially offset by cost inflation primarily in Brazil, Argentina and Venezuela. The 2013 period included the impact of a $10 million positive litigation settlement in Brazil.

In 2015, the adoption of the SICAD II exchange rate in Venezuela (see Note 2 to the consolidated financial statements) will have the impact of reducing reported segment sales by an estimated $125 million.

Sales in 2013 decreased $40 million, or 2%, versus 2012. Excluding unfavorable currency translation impacts, underlying sales grew 7% from broad-based volume growth and higher pricing. Sales growth came from metals, chemicals, food and beverage and healthcare customers.

Operating profit in 2013 increased $38 million or 9% versus 2012 and 18% excluding currency effects. Operating leverage was primarily due to higher volumes and pricing across the region. Operating profit included a $10 million litigation settlement in Brazil. Depreciation and amortization increased in 2013 due to the start up of new on-site production facilities but was more than offset by the impacts of currency translation.

Asia

(Dollar amounts in millions) Year Ended December 31,										Variance
	2014			2013			2012			2014 vs. 2013		2013 vs. 2012
Sales	$	1,619		$	1,525		$	1,414		6	%	8	%
Cost of sales, exclusive of depreciation and amortization	1,041			1,005			952
Gross margin	578			520			462
Operating expenses	105			99			89
Depreciation and amortization	170			150			127
Operating profit	$	303		$	271		$	246		12	%	10	%
Margin %	18.7		%	17.8		%	17.4		%

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	2014 vs. 2013				2013 vs. 2012
	% Change				% Change
	Sales		Operating Profit		Sales		Operating Profit
Factors Contributing to Changes
Volume / Equipment	7	%	6	%	10	%	14	%
Price	1	%	5	%	(1	)%	(4	)%
Cost pass-through	(1	)%	—	%	(1	)%	—	%
Currency	(1	)%	(1	)%	—	%	—	%
Other	—	%	2	%	—	%	—	%
	6	%	12	%	8	%	10	%

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

	% of Sales						% Change*
	2014		2013		2012		2014 vs. 2013		2013 vs. 2012
Sales by End Markets
Manufacturing	10	%	11	%	12	%	(2	)%	1	%
Metals	28	%	27	%	25	%	13	%	15	%
Energy	3	%	2	%	1	%	57	%	172	%
Chemicals	12	%	13	%	11	%	(2	)%	19	%
Electronics	31	%	34	%	37	%	—	%	—	%
Healthcare	1	%	1	%	1	%	—	%	—	%
Food & Beverage	2	%	2	%	3	%	1	%	(18	)%
Aerospace	—	%	—	%	—	%	—	%	—	%
Other	13	%	10	%	10	%	35	%	18	%
	100	%	100	%	100	%

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

	% of Sales
	2014		2013		2012
Sales by Distribution Method
On-Site	51	%	48	%	43	%
Merchant	29	%	29	%	29	%
Packaged Gas	12	%	11	%	12	%
Other	8	%	12	%	16	%
	100	%	100	%	100	%

The Asia segment includes Praxair’s industrial gases operations in China, India, Korea and Thailand, with smaller operations in Taiwan and the Middle East.

Asia segment sales for 2014 increased $94 million, or 6%, as compared to the prior year. Volume growth of 7% came from new project start-ups primarily in India and Korea and included the sale of an air separation plant to a joint venture in China. By end-market, the strongest sales growth came from energy and metals customers. Strong growth in on-site volumes due to new plant start-ups accounted for the increase in on-site sales as a percentage of total sales. Merchant volumes in India and China also showed solid growth versus the prior year. Cost pass-through decreased sales 1% and relates to the contractual pass through of precious metals and power costs fluctuations, with minimal impact on operating profit. Higher helium pricing increased sales by 1%.

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Asia segment operating profit for 2014 increased $32 million, or 12%, as compared to the prior year. Strong on-site volume growth contributed to a 6% increase in operating profit. Pricing increased operating profit by 5% primarily due to higher merchant and packaged gas pricing for helium sales. Depreciation and amortization expense increased $20 million as compared to the prior year primarily due to new plant start-ups. In the fourth quarter 2014, operating profit included a $14 million gain related to the acquisition of an equity investment. In the fourth quarter 2013, operating profit included a $13 million gain related to a land sale in Korea.

Asia segment sales for 2013 increased $111 million, or 8%, versus 2012. Volume growth increased sales by 10% due to new on-site sales plant start-ups in China, India and Korea. By end-market, the strongest sales growth came from metals, energy and chemicals customers. Strong growth in on-site volumes due to new plant start-ups accounted for the increase in on-site sales as a percentage of total sales. Merchant volumes in China, India and Korea also showed solid growth versus the prior year. Cost pass-through decreased sales 1% and relates to the contractual pass through of precious metals and power costs fluctuations, with minimal impact on operating profit. Lower merchant pricing, primarily due to the electronics end-market, reduced sales by 1%.

Asia segment operating profit for 2013 increased $25 million, or 10%, versus 2012. Strong on-site volume growth was partially offset by the effects of lower pricing in the electronics end-market. Operating profit included a gain related to a land sale in Korea in the fourth quarter of $13 million. Pricing reduced operating profit by 4% primarily due to lower pricing for liquid argon sales in China and electronic gas customers. Operating expenses increased $10 million primarily due to new plant start-ups, salary increases and other benefit costs. Depreciation and amortization expense increased $23 million as compared to the prior year primarily due to new plant start-ups.

Surface Technologies

(Dollar amounts in millions) Year Ended December 31,										Variance
	2014			2013			2012			2014 vs. 2013		2013 vs. 2012
Sales	$	679		$	652		$	656		4	%	(1	)%
Cost of sales, exclusive of depreciation and amortization	438			423			433
Gross margin	241			229			223
Operating expenses	75			75			74
Depreciation and amortization	43			43			43
Operating profit	$	123		$	111		$	106		11	%	5	%
	18.1		%	17.0		%	16.2		%

	2014 vs. 2013				2013 vs. 2012
	% Change				% Change
	Sales		Operating Profit		Sales		Operating Profit
Factors Contributing to Changes
Volume/Price	1	%	6	%	—	%	2	%
Cost pass-through	—	%	—	%	(1	)%	—	%
Currency	—	%	—	%	—	%	—	%
Acquisitions/Divestitures	—	%	—	%	—	%	—	%
Other*	3	%	5	%	—	%	3	%
	4	%	11	%	(1	)%	5	%

* Other primarily relates to business transfers for 2014 vs. 2013.

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The following table provides sales by end-market:

	% of Sales						% Change*
	2014		2013		2012		2014 vs. 2013		2013 vs. 2012
Sales by End Markets
Manufacturing	13	%	13	%	14	%	1	%	(2	)%
Metals	8	%	8	%	8	%	3	%	4	%
Energy	28	%	28	%	28	%	2	%	—	%
Chemicals	2	%	2	%	3	%	—	%	(9	)%
Electronics	1	%	1	%	—	%	—	%	—	%
Healthcare	—	%	—	%	—	%	1	%	—	%
Food & Beverage	3	%	3	%	3	%	3	%	(3	)%
Aerospace	34	%	34	%	34	%	3	%	(1	)%
Other	11	%	11	%	10	%	9	%	2	%
	100	%	100	%	100	%

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

Surface technologies provides high-performance coatings and thermal-spray powders and equipment in the Americas, Europe, and Asia.

Sales increased $27 million, or 4% versus 2013 due to modest organic sales growth primarily to the metals and aerospace end-markets, and business transfers.

Operating profit increased $12 million, or 11% versus 2013 primarily due to higher pricing and productivity gains which more than offset cost inflation.

Sales decreased $4 million, or 1% versus 2012 due primarily to lower cost pass-through for metals for thermal-spray powders. Lower industrial coating and aviation volumes were offset by higher pricing.

Operating profit increased $5 million, or 5% versus 2012. The impact of higher pricing and lower costs, primarily due to the prior-year cost reduction program in Europe and productivity gains, offset the impact of modestly lower overall volumes.

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Currency

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

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

	Percent of 2014 Consolidated Sales		Statements of Income			Balance Sheets
			Average Year Ended December 31,			December 31,
Currency			2014	2013	2012	2014	2013
Brazilian real	13	%	2.35	2.15	1.95	2.66	2.34
Euro	12	%	0.75	0.75	0.78	0.83	0.73
Canadian dollar	8	%	1.10	1.03	1.00	1.16	1.06
Mexican peso	6	%	13.30	12.76	13.24	14.75	13.04
Chinese yuan	5	%	6.16	6.16	6.31	6.21	6.05
Indian rupee	3	%	61.03	58.31	53.46	63.04	61.80
Korean won	3	%	1,053	1,094	1,132	1,094	1,050
Norwegian krone	1	%	6.28	5.87	5.81	7.45	6.07
Colombia peso	1	%	1,994	1,868	1,797	2,392	1,927
Venezuelan bolivar fuerte ("VEF") (a)	1	%	6.30	5.97	4.30	50.00	6.30
Argentine peso	<1%		8.10	5.45	4.54	8.55	6.52
Russian ruble	<1%		37.77	31.82	31.02	60.74	32.87
Thailand bhat	<1%		32.48	30.69	31.11	32.91	32.71

________________________

(a) At December 31, 2014 Praxair changed the exchange rate used to translate the monetary assets and liabilities of its Venezuelan subsidiary to the SICAD II rate of 50 VEF per U.S. dollar (see Note 2 to the consolidated financial statements). On February 10, 2015, the Venezuelan government initiated a new foreign exchange platform referred to as SIMADI which replaced the SICAD II exchange control mechanism. The SIMADI exchange rate was initially set at 170 VEF per U.S. dollar. This change will not have a material impact on Praxair.

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LIQUIDITY, CAPITAL RESOURCES AND OTHER FINANCIAL DATA

(Millions of dollars) Year Ended December 31,	2014			2013			2012
Net Cash Provided by (Used for)
Operating Activities
Net Income (including noncontrolling interests)	$	1,746		$	1,836		$	1,744
Non-cash charges (credits):
Add: Venezuela devaluations and other charges (a)	138			23			43
Add: Depreciation and amortization	1,170			1,109			1,001
Add: Deferred income taxes	55			101			258
Add: Other non-cash charges	(65		)	(18		)	(57		)
Net Income adjusted for non-cash charges	3,044			3,051			2,989
Less: Pension payments	(18		)	(52		)	(184		)
Less: Working capital	(129		)	(100		)	(105		)
Other	(29		)	18			52
Net cash provided from operating activities	$	2,868		$	2,917		$	2,752
Investing Activities
Capital expenditures	$	(1,689	)	$	(2,020	)	$	(2,180	)
Acquisitions, net of cash acquired	(206		)	(1,323		)	(280		)
Divestitures and asset sales	92			106			82
Total used for investing	$	(1,803	)	$	(3,237	)	$	(2,378	)
Financing Activities
Debt increases – net	$	589		$	1,461		$	807
Purchases of common stock – net	(759		)	(436		)	(459		)
Cash dividends – Praxair, Inc. shareholders	(759		)	(708		)	(655		)
Excess tax benefit on stock based compensation	31			46			60
Noncontrolling interest transactions and other	(110		)	(35		)	(56		)
Total provided (used) for financing	$	(1,008	)	$	328		$	(303	)
Effect of exchange rate changes on cash	$	(69	)	$	(27	)	$	(4	)
Cash and cash equivalents	$	126		$	138		$	157
Other Financial Data (b)
Debt-to-capital ratio	59.6		%	54.3		%	51.9		%
After-tax return on capital ("ROC")	12.7		%	12.8		%	13.9		%
Return on Praxair, Inc. shareholder's equity ("ROE")	28.7		%	28.6		%	28.9		%
Adjusted EBITDA	$	3,958		$	3,804		$	3,537
Debt-to-Adjusted EBITDA	2.3			2.2			1.9

____________________

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

(b) Non-GAAP measures. See the “Non-GAAP Financial Measures” section for definitions and reconciliations to reported amounts.

Cash decreased $12 million in 2014 versus 2013. The primary sources of cash in 2014 were cash flows from operations of $2,868 million, and debt increases net of repayments of $589 million. The major uses of cash were capital expenditures of $1,689 million, acquisitions of $206 million, purchases of Praxair common stock net of issuances of $759 million, and cash dividends to shareholders of $759 million. The effect of exchange rate changes on cash and cash

35

equivalents relates primarily to the currency devaluations in Venezuela (see Note 2 to the consolidated financial statements).

Cash Flows From Operations

________________________

*    Includes Spanish income tax settlement payment of $481 million.

2014 compared with 2013

Cash flows from operations was $2,868 million, or 23% of sales, a decrease of $49 million from $2,917 million in 2013. Cash flows provided from net income decreased $90 million, but decreased $7 million after adjusting for the year-over-year change in non-cash items included in net income. Pension contributions decreased $34 million versus 2013 while cash used for working capital requirements increased $29 million versus 2013.

2013 compared with 2012

Cash flows from operations increased $165 million to a record $2,917 million in 2013, or 24% of sales, from $2,752 million in 2012. Cash flows provided from net income increased $92 million versus 2012 but decreased $62 million after adjusting for the impact of non-cash items included in net income. Pension contributions decreased $132 million versus 2012 while cash used for working capital requirements remained essentially flat.

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Investing

2014 compared with 2013

Net cash used for investing activities of $1,803 million decreased $1,434 million versus 2013 primarily due to lower acquisition, net of cash acquired and capital expenditures.

Acquisition expenditures in 2014 were $206 million, a decrease of $1,117 million from 2013. Acquisitions in 2014 consisted primarily of an industrial gases business in Italy, packaged gases businesses in North and South America and the controlling interest of an equity investment in China (see Note 3 to the consolidated financial statements).

Capital expenditures in 2014 were $1,689 million, a decrease of $331 million from 2013. Capital expenditures during 2014 related primarily to growth capital investments. Approximately half of the capital expenditures were in North America, about 20% in South America and the rest evenly between Asia and Europe.

Divestitures and asset sales in 2014 totaled $92 million, which included the sale of Praxair's industrial gas business in France during the first quarter.

2013 compared with 2012

Net cash used for investing activities of $3,237 million increased $859 million versus 2012 primarily due to higher acquisitions, net of cash acquired.

Acquisition expenditures in 2013 were $1,323 million, an increase of $1,043 million from 2012. Acquisitions in 2013 consisted primarily of the acquisition of NuCO₂, Inc., Dominion Technology Gases, US packaged gas distributors, and an acquisition in Russia (see Note 3 to the consolidated financial statements).

Capital expenditures in 2013 were $2,020 million, a decrease of $160 million from 2012. Capital expenditures during 2013 related largely to new production plants under contract for customers globally. Approximately half of the capital expenditures were in North American and about 20% were in Asia.

Divestitures and asset sales in 2013 totaled $106 million, which included the sale of a service business and other assets in the United States and proceeds related to a land sale in Korea.

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Financing

Praxair’s financing strategy is to secure long-term committed funding by issuing public notes and debentures and commercial paper backed by a long-term bank credit agreement. Praxair’s international operations are funded through a combination of local borrowing and inter-company funding to minimize the total cost of funds and to manage and centralize currency exchange exposures. As deemed necessary, Praxair manages its exposure to interest-rate changes through the use of financial derivatives (see Note 12 to the consolidated financial statements and Item 7A. Quantitative and Qualitative Disclosures About Market Risk).

The company believes that it has sufficient operating flexibility, cash reserves, and funding sources to maintain adequate amounts of liquidity to meet its business needs around the world. At December 31, 2014, the company’s credit ratings as reported by Standard & Poor’s and Moody’s were A-1 and P-1 for short-term debt, respectively, and A and A2 for long-term debt, respectively. Additionally, the company plans to maintain its undistributed earnings of foreign subsidiaries to support foreign growth opportunities and reduce local debt.

Note 11 to the consolidated financial statements includes information with respect to the company’s debt refinancing in 2014, current debt position, debt covenants and the available credit facility; and Note 12 includes information relating to derivative financial instruments. Praxair's credit facility is with major financial institutions and is non-cancellable until maturity. Therefore, the company believes the risk of the financial institutions being unable to make required loans under the credit facility, if requested, to be low. Praxair’s major bank credit and long-term debt agreements contain standard covenants. The company was in compliance with these covenants at December 31, 2014 and expects to remain in compliance for the foreseeable future.

Praxair’s total debt outstanding at December 31, 2014 was $9,258 million, $447 million higher than $8,811 million at December 31, 2013. The December 31, 2014 debt balance includes $9,002 million in public securities and $256 million representing primarily worldwide bank borrowings. Praxair’s global effective borrowing rate was approximately 2.4% for 2014.

In March 2014, Praxair issued €600 million ($824 million cash proceeds at issuance) of 1.50% Euro-denominated notes due 2020; and in December 2014, Praxair issued €500 million ($616 million cash proceeds at issuance) of 1.625% Euro-denominated notes due 2025. Praxair has designated these Euro-denominated notes as hedges of the net investment position in its European operations (see Note 12 to the consolidated financial statements).

In March 2014, Praxair repaid $300 million of 4.375% notes that became due. In December 2014, Praxair redeemed $400 million of 5.375% notes due in 2016 (see Note 11 to the consolidated financial statements).

Cash used by financing activities was $1,008 million in 2014 compared to cash provided by financing of $328 million in 2013. Net purchases of common stock of $759 million increased $323 million and cash dividends of $759 million increased $51 million from 2013. The noncontrolling interests and other payments relate primarily to the acquisition of the remaining noncontrolling interests in a U.S. packaged gas business during the first quarter 2014. The

38

cash received from debt issuances-net of $589 million was less than $1,461 million in 2013 primarily due to lower acquisition expenditures. The Euro-denominated notes reflected in the consolidated balance sheet is lower than the cash proceeds reflected in the statement of cash flows primarily due to currency movements of $125 million since the note issuances.

On February 5, 2015, Praxair issued $150 million of floating rate notes that bear interest at the Federal funds effective rate plus 0.33% due 2017, $400 million of 2.65% fixed rate notes due 2025 and $200 million of 3.550% fixed rates notes due in 2042. The proceeds will be used for general corporate purposes, including the repayment of outstanding indebtedness.

Other Financial Data

Praxair’s debt-to-capital ratio was 59.6% at December 31, 2014 versus 54.3% at December 31, 2013. Although net debt increased $459 million during 2014, the increase in debt-to-capital is due primarily to lower capital. The equity component of capital was reduced by a $1,257 million loss in other comprehensive income, primarily from currency impacts and the funded status of benefit plans. The increase in 2013 is attributable to higher debt levels, primarily to fund acquisitions.

After-tax return on capital ("ROC") of 12.7% at December 31, 2014 was slightly below 12.8% at year-end 2013, and ROC was 13.9% in 2012. The decrease in both years is primarily related to capital projects and acquisitions.

Return on equity ("ROE") was strong and consistent for 2014, 2013 and 2012.

Adjusted EBITDA increased $154 million in 2014 and $267 million in 2013 versus the respective prior year amounts. The increases primarily reflect the higher adjusted net income levels and depreciation and amortization from the start-up of new plants and other assets, and from acquisitions; partially offset by negative currency impacts.

Debt-to-Adjusted EBITDA increased slightly in 2014 primarily because debt increased more than adjusted EBITDA. Praxair’s debt is largely denominated in U.S. dollars and, therefore, is not impacted by currency movements. In 2013 the increase was largely due to increased debt incurred to fund acquisitions.

See the “Non-GAAP Financial Measures” section for definitions and reconciliation of these non-GAAP measures to reported amounts.

CONTRACTUAL OBLIGATIONS

The following table sets forth Praxair’s material contract obligations and other commercial commitments as of December 31, 2014:

(Millions of dollars)	Due or expiring by December 31,
	2015		2016		2017		2018		2019		Thereafter		Total
Long-term debt obligations:
Debt and capitalized lease maturities (Note 11)*	$	2	$	407	$	775	$	1,083	$	2,008	$	4,396	$	8,671
Contractual interest	209		191		176		159		130		600		1,465
Operating leases (Note 4)*	122		109		91		75		60		60		517
Retirement obligations	55		32		34		35		37		163		356
Unconditional purchase obligations (Note 17)*	543		491		460		445		393		3,021		5,353
Construction commitments (Note 17)*	954		404		27		—		—		—		1,385
Total Contractual Obligations	$	1,885	$	1,634	$	1,563	$	1,797	$	2,628	$	8,240	$	17,747

* See Notes to the consolidated financial statements for additional information.

Contractual interest on long-term debt of $1,465 million represents interest the company is contracted to pay on outstanding long-term debt, current portion of long-term debt and capital lease obligations, calculated on a basis consistent with planned debt maturities, excluding the interest impact of interest rate swaps. At December 31, 2014, Praxair had fixed-rate debt of $7,626 million and floating-rate debt of $1,632 million. The rate assumed for floating-rate debt was the rate in effect at December 31, 2014.

39

Retirement obligations of $356 million include estimates of pension plan contributions and expected future benefit payments for unfunded pension and OPEB plans. Pension plan contributions are forecast for 2015 only. For purposes of the table, $15 million of estimated required contributions have been included for 2015. Expected future unfunded pension and OPEB benefit payments are forecast only through 2024. Contribution and unfunded benefit payment estimates are based upon current valuation assumptions. Estimates of pension contributions after 2015 and unfunded benefit payments after 2024 are not included in the table because the timing of their resolution cannot be estimated. Retirement obligations are more fully described in Note 16 to the consolidated financial statements.

Liabilities for uncertain tax positions totaling $71 million, including interest and penalties, are not included in the table because the timing of their resolution cannot be estimated. See Note 5 to the consolidated financial statements for disclosures surrounding uncertain income tax positions.

OFF-BALANCE SHEET ARRANGEMENTS

As discussed in Note 17 to the consolidated financial statements, at December 31, 2014, Praxair had entered into various guarantees and other arrangements, and had undrawn outstanding letters of credit from financial institutions. These arrangements were entered into in connection with normal business operations and they are not reasonably likely to have a material impact on Praxair’s consolidated financial condition, results of operations, or liquidity.

CRITICAL ACCOUNTING POLICIES

The policies discussed below are considered by management to be critical to understanding Praxair’s financial statements and accompanying notes prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). Their application places significant importance on management’s judgment as a result of the need to make estimates of matters that are inherently uncertain. Praxair’s financial position, results of operations and cash flows could be materially affected if actual results differ from estimates made. These policies are determined by management and have been reviewed by Praxair’s Audit Committee.

Depreciable Lives of Property, Plant and Equipment

Praxair’s net property, plant and equipment at December 31, 2014 was $11,997 million, representing 61% of the company’s consolidated total assets. Depreciation expense for the year ended December 31, 2014 was $1,123 million, or 12% of total operating costs. Management judgment is required in the determination of the estimated depreciable lives that are used to calculate the annual depreciation expense and accumulated depreciation.

Property, plant and equipment are recorded at cost and depreciated over the assets’ estimated useful lives on a straight-line basis for financial reporting purposes. The estimated useful life represents the projected period of time that the asset will be productively employed by the company and is determined by management based on many factors, including historical experience with similar assets, technological life cycles, geographic locations and contractual supply relationships with on-site customers. Circumstances and events relating to these assets, such as on-site contract modifications, are monitored to ensure that changes in asset lives or impairments (see “Asset Impairments”) are identified and prospective depreciation expense or impairment expense is adjusted accordingly. Praxair’s largest asset values relate to cryogenic air-separation production plants with depreciable lives of principally 15 years.

Based upon the assets as of December 31, 2014, if depreciable lives of machinery and equipment, on average, were increased or decreased by one year, annual depreciation expense would be decreased by approximately $73 million or increased by approximately $84 million, respectively.

Pension Benefits

Pension benefits represent financial obligations that will be ultimately settled in the future with employees who meet eligibility requirements. Because of the uncertainties involved in estimating the timing and amount of future payments, significant estimates are required to calculate pension expense and liabilities related to the company’s plans. The company utilizes the services of several independent actuaries, whose models are used to facilitate these calculations.

Several key assumptions are used in actuarial models to calculate pension expense and liability amounts recorded in the financial statements. Management believes the three most significant variables in the models are the expected long-term rate of return on plan assets, the discount rate, and the expected rate of compensation increase. The actuarial models also use assumptions for various other factors, including employee turnover, retirement age, and mortality. Praxair management believes the assumptions used in the actuarial calculations are reasonable, reflect the company’s experience and expectations for the future and are within accepted practices in each of the respective geographic locations in which it operates. Actual results in any given year will often differ from actuarial assumptions because of economic and other factors.

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The weighted-average expected long-term rates of return on pension plan assets were 8.00% for U.S. plans and 8.10% for international plans for the years ended December 31, 2014 (8.00% and 7.50%, respectively at December 31, 2013). These rates are determined annually by management based on a weighted average of current and historical market trends, historical and expected portfolio performance and the current and expected portfolio mix of investments. A 0.50% change in these expected long-term rates of return, with all other variables held constant, would change Praxair’s pension expense by approximately $10 million.

The company has consistently used a market-related value of assets rather than the fair value at the measurement date to determine annual pension expense. The market-related value recognizes investment gains or losses over a five-year period. As a result, changes in the fair value of assets from year to year are not immediately reflected in the company’s annual pension expense. Instead, annual pension expense in future periods will be impacted as deferred investment gains or losses are recognized in the market-related value of assets over the five-year period. The consolidated market-related value of assets was $2,051 million, or $117 million lower than the fair value of assets of $2,168 million at December 31, 2014. These net deferred investment gains of $117 million will be recognized in the calculation of the market-related value of assets ratably over the next four years and will impact future pension expense. Future actual investment gains or losses will impact the market-related value of assets and, therefore, will impact future annual pension expense in a similar manner.

The weighted-average discount rates for pension plan liabilities were 3.95% for U.S. plans and 5.36% for international plans at December 31, 2014 (4.80% and 6.30%, respectively, at December 31, 2013). These rates are used to calculate the present value of plan liabilities and are determined annually by management. The discount rate for the U.S. plans is established utilizing a cash flow matching model provided by the company’s independent actuaries. The model includes a portfolio of corporate bonds graded Aa or better by at least half of the ratings agencies and matches the U.S. plan’s projected cash flows to the calculated spot rates and develops the single equivalent discount rate which produces the same present value. The discount rates for the remaining international plans are based on market yields for high-quality fixed income investments representing the approximate duration of the pension liabilities on the measurement date. A 0.50% change in discount rates, with all other variables held constant, would decrease/increase Praxair’s pension expense by approximately $12 million and would impact the PBO by approximately $185 million.

The weighted-average expected rate of compensation increase was 3.25% for U.S. plans and 3.72% for international plans at December 31, 2014 (3.25% and 4.00%, respectively, at December 31, 2013). The estimated annual compensation increase is determined by management every year and is based on historical trends and market indices. A 0.50% change in the expected rate of compensation increase, with all other variables held constant, would change Praxair’s pension expense by approximately $5 million and would impact the PBO by approximately $34 million.

Asset Impairments

Goodwill

At December 31, 2014, the company had goodwill of $3,121 million, which represents the aggregate of the excess purchase price for acquired businesses over the fair value of the net assets acquired.

The company performs a goodwill impairment test annually in the second quarter or more frequently if events or circumstances indicate that an impairment loss may have been incurred, and no impairments were indicated. The company has continuously re-evaluated the likelihood of goodwill impairments in its reporting units subsequent to the second quarter test, and does not believe there is indication of impairment for any of its reporting units. At December 31, 2014, Praxair’s enterprise value was approximately $47 billion (outstanding shares multiplied by the year-end stock price plus debt, and without any control premium) while its total capital was approximately $15 billion.

The impairment test allows an entity to first assess qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than carrying value. If it is determined that it is more likely than not that the fair value of a reporting unit is less than carrying value then the company will estimate and compare the fair value of its reporting units to their carrying value, including goodwill. Reporting units are determined based on one level below the operating segment level. Fair value is determined through the use of projected future cash flows, multiples of earnings and sales and other factors.

Such analysis requires the use of certain market assumptions and discount factors, which are subjective in nature. As applicable, estimated values can be affected by many factors beyond the company's control such as business and economic trends, government regulation, and technological changes. Management believes that the qualitative factors used to perform its annual goodwill impairment assessment are appropriate and reasonable. Although the 2014 qualitative assessment indicated that it is more likely than not that the fair value of each reporting unit substantially exceeded its

41

carrying value, changes in circumstances or conditions affecting this analysis could have a significant impact on the fair value determination, which could then result in a material impairment charge to the company's results of operations.

See Note 9 to the consolidated financial statements for disclosures concerning the carrying value of goodwill by reportable segment.

Property, Plant and Equipment

Property, plant and equipment is tested for impairment whenever events or changes in circumstances indicate that the carrying amount of an individual asset or asset group may not be recoverable. For purposes of this test, asset groups are determined based upon the lowest level for which there are identifiable cash flows. Based upon Praxair's business model, an asset group may be a single plant and related assets used to support on-site, merchant and packaged gas customers. Alternatively, the asset group may be a pipeline complex which includes multiple interdependent plants and related assets connected by pipelines within a geographic area used to support the same distribution methods.

Income Taxes

At December 31, 2014, Praxair had deferred tax assets of $991 million (net of valuation allowances of $106 million), and deferred tax liabilities of $1,902 million. At December 31, 2014, uncertain tax positions totaled $71 million (see Notes 1 and 5 to the consolidated financial statements). Income tax expense was $691 million for the year ended December 31, 2014, or about 28.9% of pre-tax income.

In the preparation of consolidated financial statements, Praxair estimates income taxes based on diverse legislative and regulatory structures that exist in various jurisdictions where the company conducts business. Deferred income tax assets and liabilities represent tax benefits or obligations that arise from temporary differences due to differing treatment of certain items for accounting and income tax purposes. Praxair evaluates deferred tax assets each period to ensure that estimated future taxable income will be sufficient in character (e.g. capital gain versus ordinary income treatment), amount and timing to result in their recovery. A valuation allowance is established when management determines that it is more likely than not that a deferred tax asset will not be realized to reduce the assets to their realizable value. Considerable judgments are required in establishing deferred tax valuation allowances and in assessing exposures related to tax matters. As events and circumstances change, related reserves and valuation allowances are adjusted to income at that time. Praxair’s tax returns are subject to audit and local taxing authorities could challenge the company’s tax positions. The company’s practice is to review tax filing positions by jurisdiction and to record provisions for uncertain income tax positions, including interest and penalties when applicable. Praxair believes it records and/or discloses such potential tax liabilities as appropriate and has reasonably estimated its income tax liabilities and recoverable tax assets. If new information becomes available, adjustments are charged or credited against income at that time. Management does not anticipate that such adjustments 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 material impact on the company’s reported results of operations.

Contingencies

The company accrues liabilities for non-income tax contingencies when management believes that a loss is probable and the amounts can be reasonably estimated, while contingent gains are recognized only when realized. If new information becomes available or losses are sustained in excess of recorded amounts, adjustments are charged against income at that time. 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 material impact on the company’s reported results of operations.

Praxair is subject to various claims, legal proceedings 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 (see Note 17 to the consolidated financial statements). Such contingencies are significant and the accounting requires considerable management judgments in analyzing each matter to assess the likely outcome and the need for establishing appropriate liabilities and providing adequate disclosures. Praxair believes it records and/or discloses such potential contingencies as appropriate and has reasonably estimated its liabilities.

NEW ACCOUNTING STANDARDS

See Note 1 to the consolidated financial statements for information concerning new accounting standards and the impact of the implementation of these standards on the company’s financial statements.

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FAIR VALUE MEASUREMENTS

Praxair does not expect changes in the aggregate fair value of its financial assets and liabilities to have a material impact on the consolidated financial statements. See Note 13 to the consolidated financial statements.

NON-GAAP FINANCIAL MEASURES

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

The following are the non-GAAP measures presented in the Selected Financial Data (Item 6) or this MD&A:

(Dollar amounts in millions, except for per share data) Year ended December 31,	2014			2013			2012			2011			2010
Performance Measures:
After-tax return on capital ("ROC")	12.7		%	12.8		%	13.9		%	14.8		%	14.5		%
Return on equity ("ROE")	28.7		%	28.6		%	28.9		%	28.1		%	26.4		%
Debt-to-capital	59.6		%	54.3		%	51.9		%	51.8		%	47.3		%
Debt-to-adjusted EBITDA	2.3			2.2			1.9			1.7			1.6
Adjusted Amounts:
Operating profit	$	2,746		$	2,657		$	2,502		$	2,469		$	2,167
As a percent of sales	22.4		%	22.3		%	22.3		%	21.9		%	21.4		%
EBITDA	$	3,958		$	3,804		$	3,537		$	3,512		$	3,130
EBITDA Margin	32.2		%	31.9		%	31.5		%	31.2		%	30.9		%
Interest expense - net	$	177		$	160		$	141		$	145		$	118
Effective tax rate	27.5		%	28.0		%	28.0		%	27.8		%	27.9		%
Noncontrolling interests	$	(52	)	$	(65	)	$	(54	)	$	(51	)	$	(39	)
Net income – Praxair, Inc.	$	1,852		$	1,772		$	1,681		$	1,666		$	1,476
Diluted earnings per share	$	6.27		$	5.93		$	5.57		$	5.43		$	4.74

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After-tax Return on Capital ("ROC")

After-tax return on capital is a measure used by investors, financial analysts and management to evaluate the return on capital employed in the business. ROC measures the after-tax operating profit that the company was able to generate with the investments made by all parties in the business (debt, noncontrolling interests and Praxair, Inc. shareholders’ equity).

(Dollar amounts in millions) Year Ended December 31,	2014			2013			2012			2011			2010
Adjusted operating profit (see below)	$	2,746		$	2,657		$	2,502		$	2,469		$	2,167
Less: adjusted income taxes (see below)	(707		)	(698		)	(660		)	(647		)	(572		)
Less: tax benefit on adjusted interest expense (a)	(50		)	(44		)	(39		)	(41		)	(33		)
Add: income from equity investments	42			38			34			40			38
Net operating profit after-tax ("NOPAT")	$	2,031		$	1,953		$	1,837		$	1,821		$	1,600
Beginning capital	$	15,983		$	13,878		$	12,489		$	11,663		$	10,658
First quarter ending capital	$	16,319		$	15,344		$	13,248		$	12,289		$	10,758
Second quarter ending capital	$	16,492		$	15,548		$	13,017		$	12,809		$	10,745
Third quarter ending capital	$	16,083		$	15,757		$	13,617		$	12,306		$	11,336
Year-end ending capital	$	15,318		$	15,983		$	13,878		$	12,489		$	11,663
Five-quarter average capital	$	16,039		$	15,302		$	13,250		$	12,311		$	11,032
After-tax return on capital	12.7		%	12.8		%	13.9		%	14.8		%	14.5		%

________________________

(a) Tax benefit on adjusted interest expense is computed using the effective rate adjusted for non-recurring income tax benefits and charges. The effective tax rates used for all periods was 28%.

Return on Praxair, Inc. Shareholders’ Equity ("ROE")

Return on Praxair, Inc. shareholders’ equity is a measure used by investors, financial analysts and management to evaluate operating performance from a Praxair shareholder perspective. ROE measures the net income attributable to Praxair, Inc. that the company was able to generate with the money shareholders have invested.

(Dollar amounts in millions) Year Ended December 31,	2014			2013			2012			2011			2010
Adjusted net income – Praxair, Inc. (see below)	$	1,852		$	1,772		$	1,681		$	1,666		$	1,476
Beginning Praxair, Inc. shareholders’ equity	$	6,609		$	6,064		$	5,488		$	5,792		$	5,315
First quarter ending Praxair, Inc. shareholders’ equity	$	6,600		$	6,169		$	5,940		$	6,165		$	5,398
Second quarter ending Praxair, Inc. shareholders’ equity	$	6,911		$	5,928		$	5,615		$	6,400		$	5,452
Third quarter ending Praxair, Inc. shareholders’ equity	$	6,552		$	6,210		$	6,015		$	5,753		$	5,991
Year-End ending Praxair, Inc. shareholders’ equity	$	5,623		$	6,609		$	6,064		$	5,488		$	5,792
Five-quarter average Praxair, Inc. shareholders’ equity	$	6,459		$	6,196		$	5,824		$	5,920		$	5,590
Return on Praxair, Inc. Shareholders’ Equity	28.7		%	28.6		%	28.9		%	28.1		%	26.4		%

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Debt-to-Capital Ratio

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

(Dollar amounts in millions)	2014			2013			2012			2011			2010
Year Ended December 31,
Total debt	$	9,258		$	8,811		$	7,362		$	6,562		$	5,557
Less: cash and cash equivalents	(126		)	(138		)	(157		)	(90		)	(39		)
Net debt	9,132			8,673			7,205			6,472			5,518
Equity and redeemable noncontrolling interests
Redeemable noncontrolling interests	176			307			252			220			—
Praxair, Inc. shareholders’ equity	5,623			6,609			6,064			5,488			5,792
Noncontrolling interests	387			394			357			309			353
Total equity and redeemable noncontrolling interests	6,186			7,310			6,673			6,017			6,145
Total capital	$	15,318		$	15,983		$	13,878		$	12,489		$	11,663
Debt-to-capital ratio	59.6		%	54.3		%	51.9		%	51.8		%	47.3		%

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Adjusted EBITDA, Adjusted EBITDA Margin and Debt-to-Adjusted EBITDA Ratio

(Dollar amounts in millions)	2014			2013			2012			2011			2010
Year Ended December 31,
Adjusted net income - Praxair, Inc. (see below)	$	1,852		$	1,772		$	1,681		$	1,666		$	1,476
Add: adjusted noncontrolling interests (see below)	52			65			54			51			39
Add: adjusted interest expense - net	177			160			141			145			118
Add: adjusted income taxes (see below)	707			698			660			647			572
Add: depreciation and amortization	1,170			1,109			1,001			1,003			925
Adjusted EBITDA	$	3,958		$	3,804		$	3,537		$	3,512		$	3,130
Reported Sales	$	12,273		$	11,925		$	11,224		$	11,252		$	10,116
Adjusted EBITDA Margin	32.2		%	31.9		%	31.5		%	31.2		%	30.9		%
Beginning Praxair, Inc. net debt	$	8,673		$	7,205		$	6,472		$	5,518		$	5,010
First quarter ending Praxair, Inc. net debt	$	9,126		$	8,563		$	6,749		$	5,752		$	5,028
Second quarter ending Praxair, Inc. net debt	$	8,992		$	9,004		$	6,891		$	6,039		$	4,978
Third quarter ending Praxair, Inc. net debt	$	8,953		$	8,892		$	7,028		$	6,185		$	5,006
Year-End ending Praxair, Inc. net debt	$	9,132		$	8,673		$	7,205		$	6,472		$	5,518
Five-quarter average Praxair, Inc. net debt	$	8,975		$	8,467		$	6,869		$	5,993		$	5,108
Debt-to- adjusted EBITDA ratio	2.3			2.2			1.9			1.7			1.6

Adjusted Amounts

2014 amounts are adjusted for the impact of the Venezuela currency devaluation, a pension settlement and a bond redemption. 2013 amounts are adjusted for the impact of Venezuela currency devaluation, a pension settlement, an income tax benefit related to the realignment of Praxair's Italian legal structure and a bond redemption. 2012 amounts are adjusted for the impact of the cost reduction program, a pension settlement and an income tax benefit related to US homecare divestiture. 2011 amounts are adjusted for the impact of a net gain on acquisition and the cost reduction program. 2010 amounts are adjusted for the impact of the Spanish income tax settlement, US homecare divestiture, repatriation tax benefit and Venezuela currency devaluation. The company does not believe these items are indicative of on-going business performance and, accordingly, their impacts are excluded from the reported amounts so that investors can better evaluate and analyze historical and future business trends on a consistent basis.

(Dollar amounts in millions, except per share data)	2014			2013			2012			2011			2010
Year Ended December 31,
Adjusted Operating Profit and Margin
Reported operating profit	$	2,608		$	2,625		$	2,437		$	2,468		$	2,082
Add: Pension settlement charge	7			9			9			—			—
Add: Venezuela currency devaluation	131			23			—			—			27
Add: Cost reduction program	—			—			56			40			—
Less: Net gain on acquisition	—			—			—			(39		)	—
Add: US homecare divestiture	—			—			—			—			58
Total adjustments	138			32			65			1			85
Adjusted operating profit	$	2,746		$	2,657		$	2,502		$	2,469		$	2,167
Reported percent change	(1		)%	8		%	(1		)%	19		%	32		%
Adjusted percent change	3		%	6		%	1		%	14		%	15		%
Reported sales	$	12,273		$	11,925		$	11,224		$	11,252		$	10,116
Reported operating profit margin	21.2		%	22.0		%	21.7		%	21.9		%	20.6		%
Adjusted operating profit margin	22.4		%	22.3		%	22.3		%	21.9		%	21.4		%

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(Dollar amounts in millions, except per share data)	2014			2013			2012			2011			2010
Year Ended December 31,
Adjusted Interest Expense - Net
Reported interest expense	213			178			141			145			118
Less: Bond redemption	(36		)	(18		)	—			—			—
Adjusted interest expense - net	$	177		$	160		$	141		$	145		$	118
Adjusted Income Taxes and Effective Tax Rate
Reported income taxes	$	691		$	649		$	586		$	641		$	768
Add: Bond redemption	14			6			—			—			—
Add: Income tax benefits	—			40			55			—			—
Add: Pension settlement charge	2			3			3			—			—
Add: Venezuela currency devaluation	—			—			—			—			1
Add: Cost reduction program	—			—			16			9			—
Less: Spanish income tax settlement	—			—			—			—			(250		)
Less: Net gain on acquisition	—			—			—			(3		)	—
Add: US homecare divestiture	—			—			—			—			18
Add: Repatriation tax benefit	—			—			—			—			35
Total adjustments	16			49			74			6			(196		)
Adjusted income taxes	$	707		$	698		$	660		$	647		$	572
Reported income before income taxes and equity investments	$	2,395		$	2,447		$	2,296		$	2,323		$	1,964
Add: Bond redemption	36			18			—			—			—
Add: Pension settlement charge	7			9			9			—			—
Add: Venezuela currency devaluation	131			23			—			—			27
Add: Cost reduction program	—			—			56			40			—
Less: Net gain on acquisition	—			—			—			(39		)	—
Add: US homecare divestiture	—			—			—			—			58
Total adjustments	174			50			65			1			85
Adjusted income before income taxes and equity investments	$	2,569		$	2,497		$	2,361		$	2,324		$	2,049
Adjusted effective tax rate	27.5		%	28.0		%	28.0		%	27.8		%	27.9		%
Adjusted Noncontrolling Interests
Reported noncontrolling interests	$	52		$	81		$	52		$	50		$	39
Less: Income tax benefits	—			(16		)	—			—			—
Add: Cost reduction program	—			—			2			—			—
Add: Net gain on acquisition	—			—			—			1			—
Total adjustments	—			(16		)	2			1			—
Adjusted noncontrolling interests	$	52		$	65		$	54		$	51		$	39
Adjusted Net Income – Praxair, Inc.
Reported net income – Praxair, Inc.	$	1,694		$	1,755		$	1,692		$	1,672		$	1,195
Add: Bond redemption	22			12			—			—			—
Less: Income tax benefits	—			(24		)	(55		)	—			—
Add: Pension settlement charge	5			6			6			—			—
Add: Venezuela currency devaluation	131			23			—			—			26
Add: Cost reduction program	—			—			38			31			—
Less: Net gain on acquisition	—			—			—			(37		)	—
Add: Spanish tax settlement	—			—			—			—			250
Add: US homecare divestiture	—			—			—			—			40

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(Dollar amounts in millions, except per share data)	2014			2013			2012			2011			2010
Year Ended December 31,
Less: Repatriation tax benefit	—			—			—			—			(35		)
Total adjustments	158			17			(11		)	(6		)	281
Adjusted net income – Praxair, Inc.	$	1,852		$	1,772		$	1,681		$	1,666		$	1,476
Reported percent change	(3		)%	4		%	1		%	40		%	(5		)%
Adjusted percent change	5		%	5		%	1		%	13		%	18		%

(Dollar amounts in millions, except per share data)	2014			2013			2012			2011			2010
Year Ended December 31,
Adjusted Diluted Earnings Per Share
Reported diluted earnings per share	$	5.73		$	5.87		$	5.61		$	5.45		$	3.84
Add: Bond redemption	0.07			0.04			—			—			—
Less: Income tax benefits	—			(0.08		)	(0.18		)	—			—
Add: Pension settlement charge	0.02			0.02			0.02			—			—
Add: Venezuela currency devaluation	0.45			0.08			—			—			0.08
Add: Cost reduction program	—			—			0.12			0.10			—
Less: Net gain on acquisition	—			—			—			(0.12		)	—
Add: Spanish income tax settlement	—			—			—			—			0.80
Add: US homecare divestiture	—			—			—			—			0.13
Less: Repatriation tax benefit	—			—			—			—			(0.11		)
Total adjustments	0.54			0.06			(0.04		)	(0.02		)	0.90
Adjusted diluted earnings per share	$	6.27		$	5.93		$	5.57		$	5.43		$	4.74
Reported percent change	(2		)%	5		%	3		%	42		%	(4		)%
Adjusted percent change	6		%	6		%	3		%	15		%	19		%
2015 Diluted Earnings Per Share Outlook
	Low End			High End
2015 diluted EPS outlook	$6.15			$6.50
2014 adjusted diluted EPS (see above)	$6.27			$6.27
Percentage change	(2		)%	4		%

FORWARD-LOOKING STATEMENTS

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s reasonable expectations and assumptions as of the date the statements are made but involve risks and uncertainties. These risks and uncertainties include, without limitation: the performance of stock markets generally; developments in worldwide and national economies and other international events and circumstances; changes in foreign currencies and in interest rates; the cost and availability of electric power, natural gas and other raw materials; the ability to achieve price increases to offset cost increases; catastrophic events including natural disasters, epidemics and acts of war and terrorism; the ability to attract, hire, and retain qualified personnel; the impact of changes in financial accounting standards; the impact of changes in pension plan liabilities; the impact of tax, environmental, healthcare and other legislation and government regulation in jurisdictions in which the company operates; the cost and outcomes of investigations, litigation and regulatory proceedings; continued timely development and market acceptance of new products and applications; the impact of competitive products and pricing; future financial and operating performance of major customers and industries served; the impact of information technology system failures, network disruptions and breaches in data security; and the effectiveness and speed of integrating new acquisitions into the business. These risks and uncertainties may cause actual future results or circumstances to differ materially from the projections or estimates contained in the forward-looking statements. Additionally, financial projections or estimates exclude the impact

48

of special items which the company believes are not indicative of ongoing business performance.The company assumes no obligation to update or provide revisions to any forward-looking statement in response to changing circumstances. The above listed risks and uncertainties are further described in Item 1A (Risk Factors) in this report which should be reviewed carefully. Please consider the company’s forward-looking statements in light of those risks.

49

ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Praxair is exposed to market risks relating to fluctuations in interest rates and currency exchange rates. The objective of financial risk management at Praxair is to minimize the negative impact of interest rate and foreign exchange rate fluctuations on the company’s earnings, cash flows and equity.

To manage these risks, Praxair uses various derivative financial instruments, including interest-rate swaps, treasury rate locks, currency swaps, forward contracts, currency options and commodity contracts. Praxair only uses commonly traded and non-leveraged instruments. These contracts are entered into primarily with major banking institutions thereby minimizing the risk of credit loss. Also, see Notes 1 and 12 to the consolidated financial statements for a more complete description of Praxair’s accounting policies and use of such instruments.

The following discussion presents the sensitivity of the market value, earnings and cash flows of Praxair’s financial instruments to hypothetical changes in interest and exchange rates assuming these changes occurred at December 31, 2014. The range of changes chosen for these discussions reflects Praxair’s view of changes which are reasonably possible over a one-year period. Market values represent the present values of projected future cash flows based on interest rate and exchange rate assumptions.

Interest Rate and Debt Sensitivity Analysis

At December 31, 2014, Praxair had debt totaling $9,258 million ($8,811 million at December 31, 2013). At December 31, 2014 there were two interest-rate swap agreements outstanding with notional amounts totaling $875 million that converts fixed-rate interest to variable-rate interest on the $400 million 3.25% notes that mature in 2015 and the $475 million 1.25% notes that mature in 2018. When considered necessary, interest-rate swaps are entered into as hedges of underlying financial instruments to effectively change the characteristics of the interest rate without actually changing the underlying financial instrument.

For fixed-rate instruments, interest-rate changes affect the fair market value but do not impact earnings or cash flows. Conversely, for floating-rate instruments, interest-rate changes generally do not affect the fair market value but impact future earnings and cash flows, assuming other factors are held constant.

At December 31, 2014, Praxair had fixed-rate debt of $7,626 million and floating-rate debt of $1,632 million, representing 82% and 18%, respectively, of total debt. At December 31, 2013, Praxair had fixed-rate debt of $7,004 million and floating-rate debt of $1,807 million, representing 79% and 21%, respectively, of total debt. Holding other variables constant (such as foreign exchange rates, swaps and debt levels), a one-percentage-point decrease in interest rates would increase the unrealized fair market value of the fixed-rate debt by approximately $440 million ($421 million in 2013). At December 31, 2014 and 2013, the after-tax earnings and cash flows impact for the subsequent year resulting from a one-percentage-point increase in interest rates would be approximately $11 million and $12 million, respectively, holding other variables constant.

Exchange Rate Sensitivity Analysis

Praxair’s exchange-rate exposures result primarily from its investments and ongoing operations in South America (primarily Brazil, Argentina and Colombia), Europe (primarily Germany, Italy, Russia, Scandinavia and Spain), Canada, Mexico, Asia (primarily China, India, Korea and Thailand) and other business transactions such as the procurement of equipment from foreign sources. From time to time, Praxair utilizes foreign exchange forward contracts to hedge these exposures. At December 31, 2014, Praxair had $2,427 million notional amount ($2,197 million at December 31, 2013) of foreign exchange contracts all of which were to hedge recorded balance sheet exposures. See Note 12 to the consolidated financial statements.

Holding other variables constant, if there were a 10% adverse change in foreign-currency exchange rates for the portfolio, the fair market value of foreign-currency contracts outstanding at December 31, 2014 and 2013 would decrease by approximately $86 million and $46 million, respectively, which would be largely offset by an offsetting gain or loss on the foreign-currency fluctuation of the underlying exposure being hedged.

50

ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Management’s Statement of Responsibility for Financial Statements	52
Management’s Report on Internal Control Over Financial Reporting	52
Report of Independent Registered Public Accounting Firm	53
Audited Consolidated Financial Statements
Consolidated Statements of Income for the Years Ended December 31, 2014, 2013 and 2012	54
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2014, 2013 and 2012	55
Consolidated Balance Sheets as of December 31, 2014 and 2013	56
Consolidated Statements of Cash Flows for the Years Ended December 31, 2014, 2013 and 2012	57
Consolidated Statements of Equity for the Years Ended December 31, 2014, 2013 and 2012	58
Notes to Consolidated Financial Statements
Note 1.  Summary of Significant Accounting Policies	60
Note 2.  Venezuela Currency Devaluation and Other Charges – Net	63
Note 3.  Acquisitions	65
Note 4.  Leases	67
Note 5.  Income Taxes	67
Note 6.  Earnings Per Share – Praxair, Inc. Shareholders	71
Note 7.  Supplemental Information	72
Note 8.  Property, Plant and Equipment – Net	75
Note 9.  Goodwill	76
Note 10.  Other Intangible Assets	77
Note 11.  Debt	79
Note 12.  Financial Instruments	81
Note 13.  Fair Value Disclosures	83
Note 14.  Equity and Redeemable Noncontrolling Interests	84
Note 15.  Share-Based Compensation	86
Note 16.  Retirement Programs	88
Note 17.  Commitments and Contingencies	95
Note 18.  Segment Information	97
Note 19.  Quarterly Data (Unaudited)	99

51

MANAGEMENT’S STATEMENT OF RESPONSIBILITY FOR FINANCIAL STATEMENTS

Praxair’s consolidated financial statements are prepared by management, which is responsible for their fairness, integrity and objectivity. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America applied on a consistent basis, except for accounting changes as disclosed, and include amounts that are estimates and judgments. All historical financial information in this annual report is consistent with the accompanying financial statements.

Praxair maintains accounting systems, including internal accounting controls, monitored by a staff of internal auditors, that are designed to provide reasonable assurance of the reliability of financial records and the protection of assets. The concept of reasonable assurance is based on recognition that the cost of a system should not exceed the related benefits. The effectiveness of those systems depends primarily upon the careful selection of financial and other managers, clear delegation of authority and assignment of accountability, inculcation of high business ethics and conflict-of-interest standards, policies and procedures for coordinating the management of corporate resources, and the leadership and commitment of top management. In compliance with Section 404 of the Sarbanes-Oxley Act of 2002, Praxair assessed its internal control over financial reporting and issued a report (see below).

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has completed an integrated audit of Praxair’s 2014, 2013 and 2012 consolidated financial statements and of its internal control over financial reporting as of December 31, 2014 in accordance with the standards of the Public Company Accounting Oversight Board (United States) as stated in their report.

The Audit Committee of the Board of Directors, which consists solely of non-employee directors, is responsible for overseeing the functioning of the accounting system and related controls and the preparation of annual financial statements. The Audit Committee periodically meets with management, internal auditors and the independent accountants to review and evaluate their accounting, auditing and financial reporting activities and responsibilities, including management’s assessment of internal control over financial reporting. The independent registered public accounting firm and internal auditors have full and free access to the Audit Committee and meet with the committee, with and without management present.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Praxair’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of management, including the company’s principal executive officer and principal financial officer, the company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (often referred to as COSO). Based on this evaluation, management concluded that the company’s internal control over financial reporting was effective as of December 31, 2014.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued their opinion on the company’s internal control over financial reporting as of December 31, 2014 as stated in their report.

/s/    STEPHEN F. ANGEL	/s/    ELIZABETH T. HIRSCH
Stephen F. Angel Chairman, President and Chief Executive Officer	Elizabeth T. Hirsch Vice President and Controller
/s/    MATTHEW J. WHITE
Matthew J. White Senior Vice President and Chief Financial Officer	Danbury, Connecticut February 25, 2015

52

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors and Shareholders of Praxair, Inc.:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, comprehensive income (loss), equity and cash flows present fairly, in all material respects, the financial position of Praxair and its subsidiaries at December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers

Stamford, Connecticut

February 25, 2015

53

CONSOLIDATED STATEMENTS OF INCOME

PRAXAIR, INC. AND SUBSIDIARIES

(Dollar amounts in millions, except per share data)

Year Ended December 31,	2014			2013			2012
Sales	$	12,273		$	11,925		$	11,224
Cost of sales, exclusive of depreciation and amortization	6,962			6,744			6,396
Selling, general and administrative	1,308			1,349			1,270
Depreciation and amortization	1,170			1,109			1,001
Research and development	96			98			98
Venezuela currency devaluation and other charges – net	138			32			65
Other income (expenses) – net	9			32			43
Operating Profit	2,608			2,625			2,437
Interest expense – net	213			178			141
Income Before Income Taxes and Equity Investments	2,395			2,447			2,296
Income taxes	691			649			586
Income Before Equity Investments	1,704			1,798			1,710
Income from equity investments	42			38			34
Net Income (Including Noncontrolling Interests)	1,746			1,836			1,744
Less: noncontrolling interests	(52		)	(81		)	(52		)
Net Income – Praxair, Inc.	$	1,694		$	1,755		$	1,692
Per Share Data – Praxair, Inc. Shareholders
Basic earnings per share	$	5.79		$	5.94		$	5.67
Diluted earnings per share	$	5.73		$	5.87		$	5.61
Weighted Average Shares Outstanding (000’s):
Basic shares outstanding	292,494			295,523			298,316
Diluted shares outstanding	295,608			298,965			301,845

The accompanying Notes on pages 60 to 100 are an integral part of these financial statements.

54

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

PRAXAIR, INC. AND SUBSIDIARIES

(Dollar amounts in millions)

Year Ended December 31,	2014			2013			2012
NET INCOME (INCLUDING NONCONTROLLING INTERESTS)	$	1,746		$	1,836		$	1,744
OTHER COMPREHENSIVE INCOME (LOSS)
Translation adjustments:
Foreign currency translation adjustments	(1,087		)	(474		)	(13		)
Reclassifications to net income	(5		)	—			—
Income Taxes	(4		)	27			17
Translation adjustments	(1,096		)	(447		)	4
Funded status - retirement obligations (Note 16):
Retirement program remeasurements	(318		)	408			(228		)
Reclassifications to net income	59			95			71
Income taxes	95			(180		)	49
Funded status - retirement obligations	(164		)	323			(108		)
Derivative instruments (Note 12):
Current year unrealized gain (loss)	4			1			(1		)
Reclassifications to net income	—			—			—
Income taxes	(1		)	—			1
Derivative instruments	3			1			—
TOTAL OTHER COMPREHENSIVE LOSS	(1,257		)	(123		)	(104		)
COMPREHENSIVE INCOME (INCLUDING NONCONTROLLING INTERESTS)	489			1,713			1,640
Less: noncontrolling interests	1			(76		)	(54		)
COMPREHENSIVE INCOME - PRAXAIR, INC.	$	490		$	1,637		$	1,586

The accompanying Notes on pages 60 to 100 are an integral part of these financial statements.

55

CONSOLIDATED BALANCE SHEETS

PRAXAIR, INC. AND SUBSIDIARIES

(Dollar amounts in millions)

December 31,	2014			2013
Assets
Cash and cash equivalents	$	126		$	138
Accounts receivable – net	1,796			1,892
Inventories	551			506
Prepaid and other current assets	366			380
Total Current Assets	2,839			2,916
Property, plant and equipment – net	11,997			12,278
Equity investments	693			702
Goodwill	3,121			3,194
Other intangible assets – net	603			596
Other long-term assets	549			569
Total Assets	$	19,802		$	20,255
Liabilities and Equity
Accounts payable	$	864		$	921
Short-term debt	587			782
Current portion of long-term debt	2			3
Accrued taxes	119			168
Other current liabilities	918			790
Total Current Liabilities	2,490			2,664
Long-term debt	8,669			8,026
Other long-term liabilities	1,176			859
Deferred credits	1,281			1,396
Total Liabilities	13,616			12,945
Commitments and contingencies (Note 17)
Redeemable noncontrolling interests	176			307
Praxair, Inc. Shareholders’ Equity:
Common stock $0.01 par value, authorized – 800,000,000 shares, issued 2014 and 2013 – 383,230,625 shares	4			4
Additional paid-in capital	3,994			3,970
Retained earnings	11,461			10,528
Accumulated other comprehensive income (loss)	(3,185		)	(1,981		)
Less: Treasury stock, at cost (2014 – 93,969,017 shares and 2013 – 89,096,761 shares)	(6,651		)	(5,912		)
Total Praxair, Inc. Shareholders’ Equity	5,623			6,609
Noncontrolling interests	387			394
Total Equity	6,010			7,003
Total Liabilities and Equity	$	19,802		$	20,255

The accompanying Notes on pages 60 to 100 are an integral part of these financial statements.

56

CONSOLIDATED STATEMENTS OF CASH FLOWS

PRAXAIR, INC. AND SUBSIDIARIES

(Millions of dollars)

Year Ended December 31,	2014			2013			2012
Increase (Decrease) in Cash and Cash Equivalents
Operations
Net income – Praxair, Inc.	$	1,694		$	1,755		$	1,692
Noncontrolling interests	52			81			52
Net income (including noncontrolling interests)	$	1,746		$	1,836		$	1,744
Adjustments to reconcile net income to net cash provided by operating activities:
Venezuela currency devaluation and other charges-net, net of payments	138			23			43
Depreciation and amortization	1,170			1,109			1,001
Deferred income taxes	55			101			258
Share-based compensation	51			70			70
Non-cash charges and other	(116		)	(88		)	(127		)
Working capital
Accounts receivable	(80		)	(84		)	(36		)
Inventory	(42		)	(54		)	(18		)
Prepaid and other current assets	(20		)	(69		)	(17		)
Payables and accruals	13			107			(34		)
Pension contributions	(18		)	(52		)	(184		)
Long-term assets, liabilities and other	(29		)	18			52
Net cash provided by operating activities	2,868			2,917			2,752
Investing
Capital expenditures	(1,689		)	(2,020		)	(2,180		)
Acquisitions, net of cash acquired	(206		)	(1,323		)	(280		)
Divestitures and asset sales	92			106			82
Net cash used for investing activities	(1,803		)	(3,237		)	(2,378		)
Financing
Short-term debt borrowings (repayments) – net	(193		)	149			293
Long-term debt borrowings	1,546			2,659			2,036
Long-term debt repayments	(764		)	(1,347		)	(1,522		)
Issuances of common stock	103			154			164
Purchases of common stock	(862		)	(590		)	(623		)
Cash dividends – Praxair, Inc. shareholders	(759		)	(708		)	(655		)
Excess tax benefit on stock based compensation	31			46			60
Noncontrolling interest transactions and other	(110		)	(35		)	(56		)
Net cash used for financing activities	(1,008		)	328			(303		)
Effect of exchange rate changes on cash and cash equivalents	(69		)	(27		)	(4		)
Change in cash and cash equivalents	(12		)	(19		)	67
Cash and cash equivalents, beginning-of-period	138			157			90
Cash and cash equivalents, end-of-period	$	126		$	138		$	157
Supplemental Data
Income taxes paid	$	606		$	532		$	277
Interest paid, net of capitalized interest (Note 7)	$	210		$	184		$	153

The accompanying Notes on pages 60 to 100 are an integral part of these financial statements.

57

CONSOLIDATED STATEMENTS OF EQUITY

PRAXAIR, INC. AND SUBSIDIARIES

(Dollar amounts in millions, except per share data, shares in thousands)

	Praxair, Inc. Shareholders’ Equity
	Common Stock			Additional Paid-in Capital			Retained Earnings			Accumulated  Other Comprehensive Income (Loss) (Note 7)			Treasury Stock					Praxair, Inc. Shareholders’ Equity			Noncontrolling Interests			Total Equity
Activity	Shares	Amounts											Shares		Amounts
Balance, December 31, 2011	382,854	$	4	$	3,809		$	8,510		$	(1,746	)	84,324		$	(5,089	)	$	5,488		$	309		$	5,797
Net Income							1,692											1,692			34			1,726
Other comprehensive income (loss)										(106		)						(106		)	2			(104		)
Noncontrolling interests:
Dividends and other capital reductions																		—			(48		)	(48		)
Additions (Reductions)																		—			44			44
Reclassification to redeemable noncontrolling interests (Note 14)																		—			16			16
Redemption value adjustments (Note 14)							(13		)									(13		)				(13		)
Dividends to Praxair, Inc. common stock ($2.20 per share)							(655		)									(655		)				(655		)
Issuances of common stock:
For the dividend reinvestment and stock purchase plan	66			7														7						7
For employee savings and incentive plans	153			(60		)							(3,298	)	208			148						148
Purchases of common stock													5,818		(630		)	(630		)				(630		)
Tax benefit from stock options				63														63						63
Share-based compensation				70														70						70
Balance, December 31, 2012	383,073	$	4	$	3,889		$	9,534		$	(1,852	)	86,844		$	(5,511	)	$	6,064		$	357		$	6,421
Net Income							1,755											1,755			57			1,812
Other comprehensive income (loss)										(129		)						(129		)	6			(123		)
Noncontrolling interests:
Dividends and other capital reductions																		—			(41		)	(41		)
Additions (Reductions)																		—			15			15
Redemption value adjustments (Note 14)							(53		)									(53		)				(53		)
Dividends to Praxair, Inc. common stock ($2.40 per share)							(708		)									(708		)				(708		)

58

	Praxair, Inc. Shareholders’ Equity
	Common Stock			Additional Paid-in Capital			Retained Earnings			Accumulated  Other Comprehensive Income (Loss) (Note 7)			Treasury Stock					Praxair, Inc. Shareholders’ Equity			Noncontrolling Interests			Total Equity
Activity	Shares	Amounts											Shares		Amounts
Issuances of common stock:
For the dividend reinvestment and stock purchase plan	47			5									(14	)	2			7						7
For employee savings and incentive plans	111			(41		)							(2,767	)	180			139						139
Purchases of common stock													5,034		(583		)	(583		)				(583		)
Tax benefit from stock options				47														47						47
Share-based compensation				70														70						70
Balance, December 31, 2013	383,231	$	4	$	3,970		$	10,528		$	(1,981	)	89,097		$	(5,912	)	$	6,609		$	394		$	7,003
Net Income							1,694											1,694			40			1,734
Other comprehensive loss										(1,204		)						(1,204		)	(29		)	(1,233		)
Noncontrolling interests:
Dividends and other capital reductions																		—			(28		)	(28		)
Purchases of noncontrolling interests				(24		)												(24		)	2			(22		)
Additions (Reductions)																		—			8			8
Redemption value adjustments (Note 14)							(2		)									(2		)				(2		)
Dividends to Praxair, Inc. common stock ($2.60 per share)							(759		)									(759		)				(759		)
Issuances of common stock:
For the dividend reinvestment and stock purchase plan													(56	)	7			7						7
For employee savings and incentive plans				(36		)							(1,830	)	122			86						86
Purchases of common stock													6,758		(868		)	(868		)				(868		)
Tax benefit from stock options				33														33						33
Share-based compensation				51														51						51
Balance, December 31, 2014	383,231	$	4	$	3,994		$	11,461		$	(3,185	)	93,969		$	(6,651	)	$	5,623		$	387		$	6,010

The accompanying Notes on pages 60 to 100 are an integral part of these financial statements

59

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PRAXAIR, INC. AND SUBSIDIARIES

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Operations– Praxair, Inc. and its subsidiaries ("Praxair" or "the company") comprise one of the largest industrial gases companies worldwide, and the largest in North and South America. Praxair produces, sells and distributes atmospheric, process and specialty gases, and high-performance surface coatings to a diverse group of industries including aerospace, chemicals, food and beverage, electronics, energy, healthcare, manufacturing, and metals.

Principles of Consolidation– The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (" U.S. GAAP") and include the accounts of all significant subsidiaries where control exists and, in limited situations, variable-interest entities where the company is the primary beneficiary. Intercompany transactions and balances are eliminated in consolidation and any significant related-party transactions have been disclosed.

Equity investments generally consist of 20% to 50% owned operations where the company exercises significant influence, but does not have control. Equity income from equity investments in corporations is reported on an after-tax basis. Pre-tax income from equity investments that are partnerships or limited-liability corporations ("LLC") is included in other income (expenses) – net with related taxes included in Income taxes. Equity investments are reviewed for impairment whenever events or circumstances reflect that an impairment loss may have incurred. Operations less than 20% owned, where the company does not exercise significant influence, are generally carried at cost.

Changes in ownership interest that result either in consolidation or deconsolidation of an investment are recorded at fair value through earnings, including the retained ownership interest, while changes that do not result in either consolidation or deconsolidation of a subsidiary are treated as equity transactions.

Use of Estimates– The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. While actual results could differ, management believes such estimates to be reasonable.

Revenue Recognition– Product sales represent approximately 89% of consolidated sales while all other sources of revenue are approximately 11% in the aggregate. Revenue is recognized when a firm sales agreement exists, collectability of a fixed or determinable sales price is reasonably assured, and when title and risks of ownership transfer to the customer for product sales or, in the case of other revenues when obligations are satisfied or services are performed. Sales returns and allowances are not a normal practice in the industry and are not significant.

A small portion of the company’s revenues relate to long-term construction contracts and are generally recognized using the percentage-of-completion method. Under this method, revenues from sales of major equipment, such as large air-separation facilities, are recognized based primarily on cost incurred to date compared with total estimated cost. Changes to total estimated cost and anticipated losses, if any, are recognized in the period determined.

For contracts that contain multiple products and/or services, amounts assigned to each component are based on its objectively determined fair value, such as the sales price for the component when it is sold separately or competitor prices for similar components.

Certain of the company’s facilities that are built to provide product to a specific customer are required to be accounted for as leases. The associated revenue streams are classified as rental revenue and are not significant.

Amounts billed for shipping and handling fees are recorded as sales, generally on FOB destination terms, and costs incurred for shipping and handling are recorded as cost of sales.

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 in the consolidated statement of income.

Cash Equivalents– Cash equivalents are considered to be highly liquid securities with original maturities of three months or less.

Inventories– Inventories are stated at the lower of cost or market. Cost is determined using the average-cost method. Effective July 1, 2014, the Company changed its method of accounting for all remaining U.S. operations that were using the last-in, first-out (“LIFO”) method to the average-cost method. See Note 7.

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Property, Plant and Equipment – Net– Property, plant and equipment are carried at cost, net of accumulated depreciation. The company capitalizes interest as part of the cost of constructing major facilities (see Note 7). Depreciation is calculated on the straight-line method based on the estimated useful lives of the assets, which range from 3 years to 40 years (see Note 8). Praxair uses accelerated depreciation methods for tax purposes where appropriate. Maintenance of property, plant and equipment is generally expensed as incurred.

The company performs a test for impairment whenever events or changes in circumstances indicate that the carrying amount of an individual asset or asset group may not be recoverable. Should projected undiscounted future cash flows be less than the carrying amount of the asset or asset group, an impairment charge reducing the carrying amount to fair value is required. Fair value is determined based on the most appropriate valuation technique, including discounted cash flows.

Asset-Retirement Obligations – An asset-retirement obligation is recognized in the period in which sufficient information exists to determine the fair value of the liability with a corresponding increase to the carrying amount of the related property, plant and equipment which is then depreciated over its useful life. The liability is initially measured at discounted fair value and then accretion expense is recorded in each subsequent period. The company’s asset-retirement obligations are primarily associated with its on-site long-term supply arrangements where the company has built a facility on land leased from the customer and is obligated to remove the facility at the end of the contract term. The company’s asset-retirement obligations are not material to its consolidated financial statements.

Foreign Currency Translation– For most foreign operations, the local currency is the functional currency and translation gains and losses are reported as part of the accumulated other comprehensive income (loss) component of equity as a cumulative translation adjustment (see Note 7). For Venezuelan operations, the U.S. dollar is the functional currency and translation gains and losses are included in other income (expenses) – net.

Financial Instruments– Praxair enters into various derivative financial instruments to manage its exposure to fluctuating interest and currency exchange rates and energy costs. Such instruments primarily include 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. Praxair only uses commonly traded and non-leveraged instruments.

There are three types of derivatives 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.

Changes in the fair value of derivatives designated as fair-value hedges are recognized in earnings as an offset to the change in the fair values of the underlying exposures being hedged. The changes in fair value of derivatives that are designated as cash-flow hedges are deferred in accumulated other comprehensive income (loss) and are reclassified to earnings as the underlying hedged transaction affects earnings. Any ineffectiveness is recognized in earnings immediately. Hedges of net investments in foreign subsidiaries are recognized in the cumulative translation adjustment component of accumulated other comprehensive income (loss) on the consolidated balance sheets to offset translation gains and losses associated with the hedged net investment. Derivatives that are entered into for risk-management purposes and are not designated as hedges (primarily related to anticipated net income and currency derivatives other than for firm commitments) are recorded at their fair market values and recognized in current earnings.

See Note 12 for additional information relating to financial instruments.

Goodwill– Acquisitions are accounted for using the acquisition method which requires allocation of the purchase price to assets acquired and liabilities assumed based on estimated fair values. Any excess of the purchase price over the fair value of the assets and liabilities acquired is recorded as goodwill. Allocations of the purchase price are based on preliminary estimates and assumptions at the date of acquisition and are subject to revision based on final information received, including appraisals and other analyses which support underlying estimates.

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The company performs a goodwill impairment test annually in the second quarter or more frequently if events or circumstances indicate that an impairment loss may have been incurred. The applicable guidance allows an entity to first assess qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than carrying value. If it is determined that it is more likely than not that the fair value of a reporting unit is less than carrying value then the company will estimate and compare the fair value of its reporting units to their carrying value, including goodwill. Reporting units are determined based on one level below the operating segment level. As applicable, fair value is determined through the use of projected future cash flows, multiples of earnings and sales and other factors. Such analysis requires the use of certain market assumptions and discount factors, which are subjective in nature.

See Note 9 for additional information relating to goodwill.

Other Intangible Assets– Customer and license/use agreements, non-compete agreements and patents and other intangibles are amortized over the estimated period of benefit. The determination of the estimated period of benefit will be dependent upon the use and underlying characteristics of the intangible asset. Praxair evaluates the recoverability of its intangible assets subject to amortization when facts and circumstances indicate that the carrying value of the asset may not be recoverable. If the carrying value is not recoverable, impairment is measured as the amount by which the carrying value exceeds its estimated fair value. Fair value is generally estimated based on either appraised value or other valuation techniques.

See Note 10 for additional information relating to other intangible assets.

Income Taxes– Deferred income taxes are recorded for the temporary differences between the financial statement and tax bases of assets and liabilities using currently enacted tax rates. Valuation allowances are established against deferred tax assets whenever circumstances indicate that it is more likely than not that such assets will not be realized in future periods.

Under the guidance for accounting for uncertainty in income taxes, the company can recognize the benefit of an income tax position only if it is more likely than not (greater than 50%) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position. Otherwise, no benefit can be recognized. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Additionally, the company accrues interest and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. Interest and penalties are classified as income tax expense in the financial statements.

See Note 5 for additional information relating to income taxes.

Retirement Benefits – Most Praxair employees participate in a form of defined benefit or contribution retirement plan, and additionally certain employees are eligible to participate in various post-employment health care and life insurance benefit plans. The cost of contribution plans is recognized in the year earned while the cost of other plans is recognized over the employees’ expected service period to the company, all in accordance with the applicable accounting standards. The funded status of the plans is recorded as an asset or liability in the consolidated balance sheets. Funding of retirement benefits varies and is in accordance with local laws and practices.

See Note 16 for additional information relating to retirement programs.

Share-based Compensation– The company has granted share-based awards which consist of stock options, restricted stock and performance-based stock. Share-based compensation expense is generally recognized on a straight-line basis over the stated vesting period. For stock awards granted to full-retirement-eligible employees, compensation expense is recognized over the period from the grant date to the date retirement eligibility is achieved. For performance-based awards, compensation expense is recognized only if it is probable that the performance condition will be achieved.

See Note 15 for additional disclosures relating to share-based compensation.

Recently Issued Accounting Standards

Accounting Standards Implemented in 2014

The following standards were effective for Praxair in 2014 and their adoption did not have a significant impact on the condensed consolidated financial statements:

• Accounting for Cumulative Translation Adjustment - In March 2013, the Financial Accounting Standards Board ("FASB") issued updated guidance on the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity, or as a result of acquisitions achieved in stages. The adoption of this guidance did not have a significant impact on the condensed consolidated financial statements.

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• Presentation of Unrecognized Tax Benefits - In July 2013, the FASB issued updated guidance on the presentation of unrecognized tax benefits. The new guidance requires an entity to present certain unrecognized tax benefits, or a portion thereof, as a reduction to the related deferred tax asset, primarily for loss and tax credit carryforwards. The adoption of this guidance did not have a significant impact on the condensed consolidated financial statements.

Accounting Standards to Be Implemented

• Reporting Discontinued Operations – In April 2014, the FASB issued updated guidance on the reporting and disclosures of discontinued operations. The new guidance requires that the disposal of a component of an entity be reported as discontinued operations only if the action represents a strategic shift that will have a major effect on an entity’s operations and financial results, and would require expanded disclosures. Praxair does not expect this requirement to have a significant impact on the consolidated financial statements. This guidance will be effective for Praxair beginning in the first quarter of 2015.

• Revenue Recognition – In May 2014, the FASB issued updated guidance on the reporting and disclosure of revenue. The new guidance requires the evaluation of contracts with customers to determine the recognition of revenue when or as the entity satisfies a performance obligation, and would require expanded disclosures. This guidance will be effective for Praxair beginning in the first quarter 2017 and can be adopted either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Early adoption is not permitted. Praxair is currently evaluating the new guidance and the transition options and will provide updates on the expected impact to Praxair in future filings, as determined.

• Accounting for Share-based Compensation - In June 2014, the FASB issued updated guidance on the accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. Praxair does not expect this requirement to have a significant impact on the consolidated financial statements. This guidance will be effective for Praxair beginning in the first quarter 2016, with early adoption optional.

Reclassifications – Certain prior years’ amounts have been reclassified to conform to the current year’s presentation.

NOTE 2. VENEZUELA CURRENCY DEVALUATION AND OTHER CHARGES – NET

2014 Charges

Venezuela Currency Devaluation

In recent years, exchange control and other regulations in Venezuela have restricted the Company's operations in Venezuela. During 2014, the Venezuelan government introduced a new exchange control market-based mechanism (referred to as "SICAD II") which allows companies to apply for the conversion of VEF to the U.S. dollar. At December 31, 2014 the SICAD II rate was 50 VEF per U.S. Dollar versus the official rate of 6.3 (a devaluation of about 88%). After considerable analysis, Praxair concluded that the SICAD II rate more accurately reflects the economic reality of its business in Venezuela versus the official exchange rate. Currently, there is a lack of exchangeability between the Venezuelan bolivar fuerte ("VEF") and the U.S. dollar.

As a result, effective December 31, 2014 Praxair changed the exchange rate used to translate the monetary assets and liabilities of its Venezuelan subsidiary to the SICAD II rate of50VEF per U.S. Dollar. Also, the Company evaluated the carrying value of its non-monetary assets for impairment and lower of cost or market adjustments considering the new SICAD II rate. As a result, Praxair recorded a pre-tax charge of$131 million($131 millionafter-tax, or$0.45per diluted share) in the Company's consolidated statement of income for the year ended December 31, 2014. This charge includes$68 millionrelated to translation of monetary assets and liabilities to the SICAD II rate and$63 millionrelated primarily to long-lived asset impairments.As a result, Praxair's net asset position in Venezuela at December 31, 2014 was immaterial.

Pension Settlement Charge

During the fourth quarter of 2014, Praxair offered certain former employees who participate in either of the two U.S. qualified defined benefit pension plans, the option to receive a one-time lump sum benefit payment of their vested pension benefits under the plans rather than receiving lifetime annuity payments of these benefits. As a result, a pension settlement of the related pension obligation was triggered for one of the U.S. qualified defined benefit pension plans due to the

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acceptance rate of the lump sum payment option. Accordingly, Praxair recorded a pension settlement charge of $7 million ($5 million after-tax, or $0.02 per diluted share) in the fourth quarter of 2014 (refer to Note 16).

2013 Charges

Venezuela Currency Devaluation

On February 8, 2013, Venezuela announced a devaluation of the Venezuelan Bolivar from 4.30 to 6.30 (a 32% devaluation), effective on February 13, 2013. In the first quarter 2013 Praxair recorded a $23 million pre-tax charge ($23 million after-tax or $0.08 per diluted share) due primarily to the remeasurement of the local Venezuelan balance sheet to reflect the new official 6.30 exchange rate.

Pension Settlement Charge

In 2012, a number of senior managers retired. These retirees are covered by the U.S. supplemental pension plan which provides for a lump sum benefit payment option. Under certain circumstances, such lump sum payments must be accounted for as a settlement of the related pension obligation, but only when paid. Accordingly, Praxair recorded a settlement charge related to net unrecognized actuarial losses of $9 million ($6 million after-tax or $0.02 per diluted share) in the third quarter of 2013, when the cash payments were made to the retirees (refer to Note 16).

2012 Charges

Cost Reduction Program

In the third quarter of 2012, Praxair recorded pre-tax charges totaling $56 million ($38 million after taxes of $16 million and noncontrolling interests of $2 million or $0.12 per diluted share), relating to severance and business restructuring actions primarily in Europe within the industrial gases and surface technologies businesses. The cost reduction program was initiated primarily in response to the continuing economic downturn in Europe.

The following is a summary of the charges by reportable segment:

(Millions of dollars)	Severance Costs		Costs Associated with Exit or Disposal Activities		Total Cost Reduction Program
North America	$	1	$	—	$	1
Europe	28		8		36
South America	1		—		1
Asia	2		—		2
Surface Technologies	11		5		16
Total	$	43	$	13	$	56

The severance costs of $43 million are for the termination of approximately 410 employees, primarily in Europe (industrial gases and surface technologies). These actions reflected the continued business slow-down in Europe and resulted from a decision to eliminate and/or restructure operations and product lines. The actions are completed as of December 31, 2014 and the remaining liability associated with those actions is expected to be paid during the next twelve months.

The costs associated with exit or disposal activities of $13 million include asset write-downs and other costs associated with a decision to eliminate and/or restructure operations and product lines. In Europe the costs primarily relate to the elimination and consolidation of operations in Spain. In Surface Technologies, the costs relate to the consolidation/rationalization of operations and product lines, primarily in Germany and Italy.

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The following table summarizes the activities related to the company's cost reduction program through December 31, 2014:

(Millions of dollars)	Severance Costs			Costs Associated with Exit or Disposal Activities			Total Cost Reduction Program
Cost reduction program charges in the third quarter of 2012	$	43		$	13		$	56
Less: Cash payments	(13		)	—			(13		)
Less: Non-cash asset write-offs	—			(9		)	(9		)
Balance December 31, 2012	$	30		$	4		$	34
Less: Cash payments	(16		)	(4		)	(20		)
Foreign currency translation	1			—			1
Balance, December 31, 2013	$	15		$	—		$	15
Less: Cash payments	(4		)	—			(4		)
Foreign currency translation and other	(4		)	—			(4		)
Balance, December 31, 2014	$	7		$	—		$	7

Pension Settlement Charge

During 2011, a number of senior managers retired. These retirees are covered by the U.S. supplemental pension plan which provides for a lump sum benefit payment option. Under certain circumstances, such lump sum payments must be accounted for as a settlement of the related pension obligation, but only when paid. Accordingly, Praxair recorded a settlement charge related to net unrecognized actuarial losses of $9 million ($6 million after-tax or $0.02 per diluted share) in the third quarter of 2012 when the cash payments were made (refer to Note 16).

Classification in the consolidated financial statements

The pre-tax net charges or benefits for each year are shown in operating profit in a separate line item on the consolidated statement of income. In the balance sheets, asset write-offs are recorded as a reduction to the carrying value of the related assets and unpaid amounts are recorded as short-term liabilities (See Note 7). On the consolidated statement of cash flows, the pre-tax impact of the net charges or benefits, net of cash payments, is shown as an adjustment to reconcile net income to net cash provided by operating activities. In Note 18 - Segment Information, Praxair excluded these items in its management definition of segment operating profit; a reconciliation of segment operating profit to consolidated operating profit is shown within the operating profit table.

NOTE 3. ACQUISITIONS

The results of operations of these businesses have been included in Praxair’s consolidated statements of income since their respective dates of acquisition. Proforma financial statements for the following acquisitions have not been provided as the acquisitions are not material individually or in the aggregate.

2014 Acquisitions

During the year-ended December 31, 2014 Praxair had acquisitions totaling $206 million. These acquisitions consisted primarily of an industrial gases business in Italy, packaged gas businesses in North and South America and an acquisition of a controlling interest of an equity investment in Asia. These transactions resulted in goodwill and other intangible assets of $86 million and $66 million, respectively (see Note 9 and Note 10). In each case, the allocation of the purchase price is based on preliminary estimates and assumptions, and are subject to revision based on final information received, including appraisals and other analyses that support the underlying estimates. Adjustments, if any, are not expected to be material.

2013 Acquisitions

NuCO₂ 

On March 1, 2013 Praxair acquired 100% of NuCO₂ Inc. ("NuCO₂") for $1,095 million. NuCO₂ is the leading national provider of beverage carbonation solutions in the United States to the restaurant and hospitality industries with 162,000 customer locations and 900 employees, and with 2012 sales of approximately $230 million. The NuCO₂ micro-

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bulk beverage carbonation solution is the service model of choice for quick service restaurants and convenience stores offering fountain beverages and represents an extension of Praxair's core industrial gas business.

The acquisition of NuCO₂ was accounted for as a business combination. Following the acquisition date, 100% of NuCO₂'s results were consolidated in the North America business segment. Praxair's 2013 consolidated income statement includes sales of $208 million related to NuCO₂. Pro forma results for 2013 and 2012 have not been included as the impact of the acquisition is not material to the consolidated statements of income.

The following table summarizes the fair value of identifiable assets acquired and liabilities assumed in the acquisition of NuCO₂ as of the acquisition date. Purchase accounting has been finalized and adjustments made subsequent to the acquisition date were not material.

(Millions of dollars)	March 1, 2013
Trade receivables, net	$	17
Property, plant and equipment	199
Intangible assets	374
Deferred income taxes	(85		)
Other assets and (liabilities)	(28		)
Goodwill	618
Purchase price	$	1,095

The identifiable intangible assets primarily consist of customer relationships that will be amortized over their estimated useful life of 25 years. The deferred income taxes relate primarily to property, plant and equipment, intangibles and operating loss carryforwards. The goodwill resulting from the acquisition is attributable to (i) expected growth from market penetration into the quick service restaurants, convenience stores and themed restaurant chains in the United States and select international markets as we leverage Praxair's customer and distribution networks worldwide, and (ii) cost synergies related to the procurement of raw materials, distribution-related expenses and administrative costs as Praxair integrates and rationalizes administration tasks and leverages its purchasing scale. The goodwill is not expected to be deductible for income tax purposes.

Other Acquisitions

On May 29, 2013 Praxair acquired Dominion Technology Gases Investment Limited (“Dominion”), a leading global supplier of diving, welding, industrial, laboratory and calibration gases and associated equipment to the offshore oil and gas industry based in Aberdeen, Scotland. Dominion provides products and services to the expanding global offshore oil and gas market.

On June 3, 2013 Praxair acquired Volgograd Oxygen Factory (“VOF”), the largest independent industrial gas business in southern Russia, expanding Praxair's production and distribution capabilities in the Volgograd region. Additionally, during 2013, Praxair acquired several smaller independent packaged gas distributors in the United States, an industrial gas business in Italy and a customer contract with operating assets in China.

The aggregate purchase price for these acquisitions was $228 million and resulted in the recognition of $194 million of intangible assets, including $101 million of goodwill and $93 million of other intangible assets, which will be amortized over their estimated useful life.

2012 Acquisitions

In November 2012, Praxair acquired Acetylene Oxygen Company ("AOC"), one of the top ten independent gas and welding products distributors in the U.S, which operates throughout central and southern Texas. The acquisition of AOC allows Praxair to further expand its packaged gases presence in this region. Also, during the twelve months ended December 31, 2012, Praxair completed a number of other smaller acquisitions, primarily North American packaged gas distributors, including PortaGas, located in Houston, Texas. The aggregate purchase price for all seventeen acquisitions was $280 million, and resulted in recognition of $122 million of goodwill.

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NOTE 4. LEASES

In the normal course of its business, Praxair enters into various leases as the lessee, primarily involving manufacturing and distribution equipment and office space. Total lease and rental expenses under operating leases were $148 million in 2014, $140 million in 2013 and $120 million in 2012. Capital leases are not significant and are included in property, plant and equipment – net. Related obligations are included in debt.

At December 31, 2014, minimum payments due under operating leases are as follows:

(Millions of dollars)
2015	$	122
2016	109
2017	91
2018	75
2019	60
Thereafter	60
	$	517

The present value of these future lease payments under operating leases is approximately $439 million.

Praxair’s leases where it is the lessor are not material.

NOTE 5. INCOME TAXES

Pre-tax income applicable to U.S. and foreign operations is as follows:

(Millions of dollars) Year Ended December 31,	2014		2013		2012
United States	$	1,004	$	890	$	880
Foreign	1,391		1,557		1,416
Total income before income taxes	$	2,395	$	2,447	$	2,296

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The following is an analysis of the provision for income taxes:

(Millions of dollars) Year Ended December 31,	2014		2013			2012
Current tax expense
U.S. federal	$	291	$	94		$	14
State and local	35		27			20
Foreign	310		427			294
	636		548			328
Deferred tax expense
U.S. federal	14		164			198
State and local	12		8			17
Foreign	29		(71		)	43
	55		101			258
Total income taxes	$	691	$	649		$	586

An analysis of the difference between the provision for income taxes and the amount computed by applying the U.S. statutory income tax rate to pre-tax income follows:

(Dollar amounts in millions) Year Ended December 31,	2014					2013					2012
U.S. statutory income tax rate	$	838		35.0	%	$	856		35.0	%	$	804		35.0	%
State and local taxes – net of federal benefit	31			1.3	%	23			1.0	%	24			1.0	%
U.S. tax credits and deductions (a)	(37		)	(1.5	)%	(23		)	(1.0	)%	(22		)	(1.0	)%
Foreign tax differentials (b)	(186		)	(7.8	)%	(158		)	(6.4	)%	(159		)	(6.9	)%
Venezuela currency devaluation (c)	46			1.9	%	8			0.3	%	—			—	%
Income tax benefit from realignment of Italian legal structure (d)	—			—	%	(40		)	(1.6	)%	—			—	%
Income tax benefit from liquidation of subsidiary (e)	—			—	%	—			—	%	(55		)	(2.4	)%
Other – net	(1		)	—	%	(17		)	(0.8	)%	(6		)	(0.2	)%
Provision for income taxes	$	691		28.9	%	$	649		26.5	%	$	586		25.5	%

________________________

(a) U.S. tax credits and deductions relate to manufacturing deductions and to the research and experimentation tax credit.

(b) Primarily related to differences between the U.S. tax rate of 35% and the statutory tax rate in the countries where Praxair operates. 2014 includes $56 million of tax benefits related to a reduction of uncertain tax positions as a result of a lapse of statute of limitations. Other permanent items and tax rate changes were not significant.

(c) Impact related to non-deductible Venezuela currency devaluations in 2014 and 2013 (see Note 2).

(d) In December of 2013, Praxair's Italian legal structure was realigned. As a result of the new structure, an income tax benefit of $40 million ($24 million net of noncontrolling interests) was recorded. The benefit is recorded as $56 million in foreign current tax expense and $(96) million included in federal deferred tax expense.

(e) In 2011 Praxair requested a pre-filing agreement (“PFA”) with the U.S. Internal Revenue Service (“IRS”) related to a loss on a liquidated subsidiary resulting from the divestiture of the U.S. Homecare Business. During the third quarter of 2012, the IRS approved the PFA resulting in a net income tax benefit of $(55) million. The benefit is recorded in U.S. current federal tax expense.

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Net deferred tax liabilities included in the consolidated balance sheet are comprised of the following:

(Millions of dollars) December 31,	2014			2013
Deferred tax liabilities
Fixed assets	$	1,402		$	1,374
Exchange gains	85			61
Goodwill	144			127
Other intangible assets	125			112
Other	146			133
	$	1,902		$	1,807
Deferred tax assets
Carryforwards	$	333		$	323
Benefit plans and related (a)	389			285
Inventory	18			20
Accruals and other (b)	357			312
	$	1,097		$	940
Less: Valuation allowances (c)	(106		)	(85		)
	$	991		$	855
Net deferred tax liabilities	$	911		$	952
Recorded in the consolidated balance sheets as (See Note 7):
Prepaid and other current assets	$	189		$	181
Other long-term assets	98			72
Deferred credits	1,198			1,205
	$	911		$	952

________________________

(a) Includes deferred taxes of $342 million and $247 million in 2014 and 2013, respectively, related to pension / OPEB funded status (see Notes 7 and 16).

(b) Includes $179 million and $112 million in 2014 and 2013, respectively, related to research and development costs and $67 million and $70 million in 2014 and 2013, respectively, related to goodwill.

(c) Summary of valuation allowances relating to deferred tax assets follows (millions of dollars):

	2014			2013			2012
Balance, January 1,	$	(85	)	$	(86	)	$	(107	)
Income tax (charge) benefit	(20		)	1			9
Translation adjustments	6			—			—
Other, including write-offs	(7		)	—			12
Balance, December 31,	$	(106	)	$	(85	)	$	(86	)

Praxair evaluates deferred tax assets quarterly to ensure that estimated future taxable income will be sufficient in character (e.g., capital gain versus ordinary income treatment), amount and timing to result in their recovery. After considering the positive and negative evidence, a valuation allowance is established to reduce the assets to their realizable value when management determines that it is more likely than not (i.e., greater than 50% likelihood) that a deferred tax asset will not be realized. Considerable judgment is required in establishing deferred tax valuation allowances. At December 31, 2014, Praxair had $333 million of deferred tax assets relating to net operating losses (“NOLs”) and tax credits and $106 million of valuation allowances. These deferred tax assets include $157 million relating to NOLs of which $56 million are in the United States primarily related to Praxair's NuCo₂ acquisition in 2013, and $101 million are in Brazil. The U.S. NOLs expire through 2032 and the Brazil NOLs have no expiration. These NOLs have no valuation allowances. The deferred tax assets as of December 31, 2014 also include $73 million relating to U.S. foreign tax credits

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which expire in 2021 and have a $56 million valuation allowance. The utilization of the U.S. foreign tax credits is dependent on many factors including U.S. interest expense, future U.S. investment, foreign sales and earnings growth, foreign currency exchange rates, and acquisitions and dispositions. Management’s assessment and judgment are highly dependent on these variables and any significant changes to any one of them can substantially impact the amount of foreign tax credit utilization over the ten-year carryforward period.

The remaining deferred tax assets of $103 million relate to U.S. state ($67 million) and other foreign ($36 million) NOLs and credit carryforwards, which expire through 2033, have valuation allowances totaling $50 million. These valuation allowances relate to certain foreign and U.S. state NOLs and are required because management has determined, based on financial projections and available tax strategies, that it is unlikely that the NOLs will be utilized before they expire. If events or circumstances change, valuation allowances are adjusted at that time resulting in an income tax benefit or charge.

A provision has not been made for additional U.S. federal or foreign taxes at December 31, 2014 on $10.4 billion of undistributed earnings of foreign subsidiaries because Praxair intends to reinvest these funds indefinitely to support foreign growth opportunities. It is not practicable to estimate the unrecognized deferred tax liability on these undistributed earnings. These earnings could become subject to additional tax if they are remitted as dividends, loaned to Praxair in the U.S., or upon sale of the subsidiary’s stock.

Uncertain Tax Positions

Unrecognized income tax benefits represent income tax positions taken on income tax returns but not yet recognized in the consolidated financial statements. The company has unrecognized income tax benefits totaling $71 million, $121 millionand $142 millionas ofDecember 31, 2014,2013and2012, respectively. If recognized, essentially all of the unrecognized tax benefits and related interest and penalties would be recorded as a benefit to income tax expense on the consolidated statement of income.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

(Millions of dollars)	2014			2013			2012
Unrecognized income tax benefits, January 1	$	121		$	142		$	163
Additions for tax positions of prior years	13			8			12
Reductions for tax positions of prior years	(2		)	(24		)	(17		)
Additions for current year tax positions	3			10			—
Reductions for settlements with taxing authorities (a)	(3		)	(2		)	(1		)
Reductions as a result of a lapse of an applicable statute of limitations (b)	(56		)	(1		)	(9		)
Foreign currency translation and other	(5		)	(12		)	(6		)
Unrecognized income tax benefits, December 31	$	71		$	121		$	142

________________________

(a) Settlements are uncertain tax positions that were effectively settled with the taxing authorities, including positions where the company has agreed to amend its tax returns to eliminate the uncertainty.

(b) See note (b) to the effective tax rate reconciliation.

Praxair classifies interest income and expense related to income taxes as tax expense in the consolidated statement of income. Praxair recognized net interest income of $3 million in 2014 related to the reversal of uncertain tax positions; net interest income of $11 million in 2013 primarily related to refunds received from taxing authorities; and net interest expense of $1 million in 2012. Praxair had $8 million and $12 million of accrued interest and penalties as of December 31, 2014 and December 31, 2013, respectively which were recorded in other long-term liabilities in the consolidated balance sheets (see Note 7).

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As of December 31, 2014, the company remained subject to examination in the following major tax jurisdictions for the tax years as indicated below:

Major tax jurisdictions	Open Years
North America
United States	2011 through 2014
Canada	2007 through 2014
Mexico	2009 through 2014
Europe
Germany	2008 through 2014
Italy	2010 through 2014
Spain	2004 through 2014
South America
Brazil	2003 through 2014
Asia
China	2009 through 2014
India	2006 through 2014
Korea	2008 through 2014
Thailand	2008 through 2014

The company is currently under audit in a number of tax jurisdictions. As a result, it is reasonably possible that some of these audits will conclude or reach the stage where a change in unrecognized income tax benefits may occur within the next twelve months. At that time, the company will record any adjustment to income tax expense as required. In 2014, settlements were not material to the consolidated financial statements. The company is also subject to income taxes in many hundreds of state and local taxing jurisdictions that are open to tax examinations.

NOTE 6. 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:

	2014		2013		2012
Numerator (Millions of dollars)
Net income – Praxair, Inc.	$	1,694	$	1,755	$	1,692
Denominator (Thousands of shares)
Weighted average shares outstanding	291,987		294,994		297,746
Shares earned and issuable under compensation plans	507		529		570
Weighted average shares used in basic earnings per share	292,494		295,523		298,316
Effect of dilutive securities
Stock options and awards	3,114		3,442		3,529
Weighted average shares used in diluted earnings per share	295,608		298,965		301,845
Basic Earnings Per Common Share	$	5.79	$	5.94	$	5.67
Diluted Earnings Per Common Share	$	5.73	$	5.87	$	5.61

There were no antidilutive shares for the years ended December 31, 2014 and 2013. There were 1,589,235 antidilutive shares for the year ended December 31, 2012.

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NOTE 7. SUPPLEMENTAL INFORMATION

Income Statement

(Millions of dollars) Year Ended December 31,	2014		2013		2012
Selling, General and Administrative
Selling	$	572	$	567	$	547
General and administrative	736		782		723
	$	1,308	$	1,349	$	1,270

Year Ended December 31,	2014		2013		2012
Depreciation and Amortization
Depreciation	$	1,123	$	1,068	$	980
Amortization of other intangibles (Note 10)	47		41		21
	$	1,170	$	1,109	$	1,001

Year Ended December 31,	2014			2013			2012
Other Income (Expenses) – Net
Currency related net gains (losses)	$	1		$	3		$	(9	)
Partnership income	16			7			10
Net legal settlements	—			10			24
Severance expense	(22		)	(14		)	(17		)
Business divestitures and asset gains (losses) – net	36			43			49
Other – net	(22		)	(17		)	(14		)
	$	9		$	32		$	43

Year Ended December 31,	2014			2013			2012
Interest Expense – Net
Interest incurred on debt	$	215		$	233		$	226
Interest capitalized	(38		)	(69		)	(70		)
Amortization of swap termination costs (Note 12)	—			(4		)	(15		)
Bond redemption (a)	36			18			—
	$	213		$	178		$	141

Year Ended December 31,	2014		2013		2012
Income Attributable to Noncontrolling Interests
Noncontrolling interests' operations	$	40	$	41	$	34
Income tax benefit in Italy (Note 5)	—		16		—
Redeemable noncontrolling interests' operations (Note 14)	12		24		18
	$	52	$	81	$	52

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Balance Sheet

(Millions of dollars) December 31,	2014			2013
Accounts Receivable
Trade	$	1,746		$	1,815
Other	152			175
	1,898			1,990
Less: allowance for doubtful accounts (b)	(102		)	(98		)
	$	1,796		$	1,892

December 31,	2014		2013
Inventories (c)
Raw materials and supplies	$	200	$	167
Work in process	52		58
Finished goods	299		281
	$	551	$	506

December 31,	2014		2013
Prepaid and Other Current Assets
Deferred income taxes (Note 5)	$	189	$	181
Prepaid (d)	116		145
Other	61		54
	$	366	$	380

December 31,	2014		2013
Other Long-term Assets
Pension assets (Note 16)	$	35	$	42
Insurance contracts (e)	73		73
Long-term receivables, net (f)	43		36
Deposits	64		62
Investments carried at cost	8		7
Deferred charges	114		133
Deferred income taxes (Note 5)	98		72
Other	114		144
	$	549	$	569

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December 31,	2014		2013
Other Current Liabilities
Accrued expenses	$	296	$	291
Payroll	177		184
Cost reduction program (Note 2)	7		15
Pension and postretirement (Note 16)	39		33
Interest payable	69		62
Employee benefit accrual	22		20
Severance	14		13
Insurance reserves	9		11
Other	285		161
	$	918	$	790

December 31,	2014		2013
Other Long-term Liabilities
Pension and postretirement (Note 16)	$	777	$	498
Tax liabilities for uncertain tax positions	57		55
Interest and penalties for uncertain tax positions (Note 5)	8		12
Insurance reserves	23		22
Other	311		272
	$	1,176	$	859

December 31,	2014		2013
Deferred Credits
Deferred income taxes (Note 5)	$	1,198	$	1,205
Other	83		191
	$	1,281	$	1,396

December 31,	2014			2013
Accumulated Other Comprehensive Income (Loss)
Cumulative translation adjustment (includes $64 million and $60 million tax charges in 2014 and 2013, respectively)
North America (g)	$	(553	)	$	(315	)
South America (g)	(1,510		)	(1,179		)
Europe (g)	(432		)	(63		)
Asia	(49		)	21
Surface Technologies	(7		)	28
	(2,551		)	(1,508		)
Derivatives – net of taxes	(1		)	(4		)
Pension/OPEB funded status obligation (net of $342 million and $247 million tax benefits in 2014 and 2013, respectively) (Note 16)	(633		)	(469		)
	$	(3,185	)	$	(1,981	)

________________________

(a) In December 2014, Praxair redeemed $400 million of 5.375% notes due November 2016 for $434 million resulting in a $36 million charge ($22 million after-tax, or $0.07 per diluted share). In December 2013, Praxair

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redeemed $400 million of 5.25% notes due November 2014 for $418 million resulting in an $18 million charge ($12 million after-tax, or $0.04 per diluted share).

(b) Provisions to the allowance for doubtful accounts were $39 million, $38 million, and $29 million in 2014, 2013, and 2012, respectively. The allowance activity in each period related primarily to write-offs of uncollectible amounts, net of recoveries and currency movements.

(c) Effective July 1, 2014, Praxair changed its method of accounting for all remaining U.S. operations that were using the last-in, first-out ("LIFO") method to the average-cost method, primarily raw materials. Prior to this change, approximately 6% of consolidated inventories were accounted for under the LIFO method. Praxair applied this change as a cumulative effect adjustment in the third quarter 2014 and did not restate prior periods because the impact was not material. The accounting change increased inventories by $9 million at July 1, 2014. The Company believes the change is preferable because it will better reflect the impact of current costs in both the consolidated balance sheets and consolidated statements of income. Had the Company not changed its accounting method, reported inventory amounts at December 31, 2014 would not have been significantly different than the amount disclosed above at July 1, 2014.

At December 31, 2013, approximately 6% of total inventories were valued using the LIFO method, all in the United States. If inventories had been valued at current costs, they would have been approximately $9 million higher than reported at December 31, 2013.

(d) Includes estimated income tax payments of $36 million in 2014 and $75 million in 2013.

(e) Consists primarily of insurance contracts and other investments to be utilized for non-qualified pension and OPEB obligations.

(f) Financing receivables is not normal practice for the company. The balances at December 31, 2014 and 2013 are net of reserves of $48 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, the majority of which are fully reserved. Collectibility is reviewed regularly and uncollectible amounts are written-off as appropriate. The account balance change during 2014 was primarily the result of additional receivables, net of reserves.

(g) North America consists primarily of currency translation adjustments in Canada and Mexico, South America relates primarily to Brazil and Argentina, and Europe relates primarily to Spain and Germany.

NOTE 8. PROPERTY, PLANT AND EQUIPMENT – NET

Significant classes of property, plant and equipment are as follows:

(Millions of dollars) December 31,	Depreciable Lives (Yrs)	2014			2013
Production plants (primarily 15-year life) (a)	10-20	$	14,400		$	14,378
Storage tanks	15-20	2,267			2,330
Transportation equipment and other	3-15	1,895			1,866
Cylinders (primarily 30-year life)	10-30	1,724			1,740
Buildings	25-40	1,089			1,108
Land and improvements (b)	0-20	499			493
Construction in progress		1,980			2,116
		23,854			24,031
Less: accumulated depreciation		(11,857		)	(11,753		)
		$	11,997		$	12,278

(a) - Depreciable lives of production plants related to long-term customer supply contracts are consistent with the contract lives.

(b) - Land is not depreciated.

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NOTE 9. GOODWILL

Changes in the carrying amount of goodwill for the years ended December 31, 2014 and 2013 were as follows:

(Millions of dollars)	North America			South America			Europe			Asia			Surface Technologies			Total
Balance, December 31, 2012	$	1,499		$	195		$	645		$	25		$	143		$	2,507
Acquisitions (Note 3)	625			—			94			—			—			719
Purchase adjustments & other	3			—			—			—			—			3
Foreign currency translation	(10		)	(29		)	4			(1		)	1			(35		)
Balance, December 31, 2013	$	2,117		$	166		$	743		$	24		$	144		$	3,194
Acquisitions (Note 3)	47			4			17			14			4			86
Purchase adjustments & other	1			—			(6		)	—			5			—
Foreign currency translation	(26		)	(23		)	(100		)	—			(10		)	(159		)
Balance, December 31, 2014	$	2,139		$	147		$	654		$	38		$	143		$	3,121

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 2014 test Praxair applied the FASB's updated 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. Based on the qualitative assessments performed, 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 December 31, 2014.

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NOTE 10. OTHER INTANGIBLE ASSETS

The following is a summary of Praxair’s other intangible assets at December 31, 2014 and 2013:

(Millions of dollars) For the year ended December 31, 2014	Customer & License/Use Agreements			Non-compete Agreements			Patents & Other			Total
Cost:
Balance, December 31, 2013	$	661		$	31		$	43		$	735
Additions (primarily acquisitions)	54			12			—			66
Foreign currency translation	(22		)	(1		)	(1		)	(24		)
Other *	—			(5		)	5			—
Balance, December 31, 2014	693			37			47			777
Less: accumulated amortization:
Balance, December 31, 2013	(118		)	(16		)	(5		)	(139		)
Amortization expense	(36		)	(7		)	(4		)	(47		)
Foreign currency translation	7			—			—			7
Other *	—			5			—			5
Balance, December 31, 2014	(147		)	(18		)	(9		)	(174		)
Net balance at December 31, 2014	$	546		$	19		$	38		$	603
(Millions of dollars) For the year ended December 31, 2013	Customer & License/Use Agreements			Non-compete Agreements			Patents & Other			Total
Cost:
Balance, December 31, 2012	$	232		$	37		$	20		$	289
Additions (primarily acquisitions)	433			4			30			467
Foreign currency translation	3			—			—			3
Other *	(7		)	(10		)	(7		)	(24		)
Balance, December 31, 2013	661			31			43			735
Less: accumulated amortization:
Balance, December 31, 2012	(89		)	(20		)	(7		)	(116		)
Amortization expense	(32		)	(6		)	(3		)	(41		)
Foreign currency translation	(1		)	—			—			(1		)
Other *	4			10			5			19
Balance, December 31, 2013	(118		)	(16		)	(5		)	(139		)
Net balance at December 31, 2013	$	543		$	15		$	38		$	596

________________________

* Other primarily relates to the write-off of fully amortized assets, purchase accounting adjustments and reclassifications.

There are no expected residual values related to these intangible assets. Amortization expense for the years ended December 31, 2014, 2013 and 2012 was $47 million, $41 million and $21 million, respectively. The remaining weighted-average amortization period for intangible assets is approximately 18 years.

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Total estimated annual amortization expense is as follows:

(Millions of dollars)
2015	$	49
2016	48
2017	42
2018	37
2019	37
Thereafter	390
	$	603

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NOTE 11. DEBT

The following is a summary of Praxair’s outstanding debt at December 31, 2014 and 2013:

(Millions of dollars)	2014			2013
Short-term
Commercial paper and U.S. bank borrowings	$	514		$	712
Other bank borrowings (primarily international)	73			70
Total short-term debt	587			782
Long-term
U.S. borrowings
4.375% Notes due 2014 (a)	—			300
4.625% Notes due 2015 (b)	500			500
3.25% Notes due 2015 (b, d)	408			418
0.75% Notes due 2016	400			400
5.375% Notes due 2016 (a)	—			400
5.20% Notes due 2017	325			325
1.05% Notes due 2017	400			400
1.20% Notes due 2018	500			500
1.25% Notes due 2018 (c, d)	481			478
4.50% Notes due 2019 (c)	599			598
1.90% Notes due 2019	500			500
1.50% Euro denominated notes due 2020 (c, e)	722			—
4.05% Notes due 2021 (c)	499			498
3.00% Notes due 2021 (c)	497			497
2.45% Notes due 2022 (c)	598			598
2.20% Notes due 2022 (c)	499			499
2.70% Notes due 2023 (c)	499			498
1.625% Euro denominated notes due 2025 (c, e)	599			—
3.55% Notes due 2042 (c)	466			466
Other	4			5
International bank borrowings	167			140
Obligations under capital lease	8			9
	8,671			8,029
Less: current portion of long-term debt	(2		)	(3		)
Total long-term debt	8,669			8,026
Total debt	$	9,258		$	8,811

________________________

(a) In March 2014, Praxair repaid $300 million of 4.375% notes that became due. In December of 2014, Praxair redeemed $400 million of 5.375% notes due November 2016 for $434 million resulting in an $36 million bond redemption charge (see Note 7).

(b) Classified as long-term because of the Company’s intent to refinance this debt on a long-term basis and the availability of such financing under the terms of an existing $2.5 billion long-term credit facility.

(c) Amounts are net of unamortized discounts.

(d) December 31, 2014 and 2013 include a $14 million and $22 million fair value increase, respectively, related to hedge accounting. See Note 12 for additional information.

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(e) During 2014, Praxair issued the following Euro-denominated notes totaling €1.1 billion: €600 million of 1.50% Euro-denominated notes due 2020 and €500 million of 1.625% Euro-denominated notes due 2025. These debt issuances have been designated as a hedges of the net investment position in European operations where the Euro is the functional currency (see Note 12). The proceeds of this debt issuance were used for general corporate purposes, including acquisitions, repayment of debt and share repurchases under the company's share repurchase program. Since the time the Euro-denominated notes were first issued in March 2014 through December 31, 2014, exchange rate movements have reduced long-term debt by $125 million.

On February 5, 2015, Praxair issued $150 million of floating rate notes that bear interest at the Federal funds effective rate plus 0.33% due 2017, $400 million of 2.65% fixed rate notes due 2025 and $200 million of 3.550% fixed rates notes due in 2042. The proceeds will be used for general corporate purposes, including the repayment of outstanding indebtedness.

Credit Facilities

At December 31, 2014, the company has the following major credit facility available for future borrowing:

Millions of dollars	Total Facility		Borrowings Outstanding		Available for Borrowing		Expires
Senior Unsecured	$	2,500	$	—	$	2,500	December 2019

In December 2014, the company entered into a $2.5 billion senior unsecured credit facility with a syndicate of major financial institutions. This facility replaced the company's $2.0 billion senior unsecured credit facility which was set to expire in 2016. The credit facility is non-cancellable by the issuing financial institutions until its maturity in December 2019. No borrowings were outstanding under the credit agreement at December 31, 2014.

Covenants

Praxair’s $2.5 billion senior unsecured credit facility and long-term debt agreements contain various covenants which may, among other things, restrict the ability of Praxair to merge with another entity, incur or guarantee debt, sell or transfer certain assets, create liens against assets, enter into sale and leaseback agreements, or pay dividends and make other distributions beyond certain limits. These agreements also require Praxair to not exceed a maximum 70% leverage ratio defined in the agreements as the ratio of consolidated total debt to the sum of consolidated total debt plus consolidated shareholders’ equity of the company. For purposes of the leverage ratio calculation, consolidated shareholders’ equity excludes changes in the cumulative foreign currency translation adjustments after June 30, 2011. At December 31, 2014, the actual leverage ratio, as calculated according to the agreement, was 54% and the company is in compliance with all financial covenants. Also, there are no material adverse change clauses or other subjective conditions that would restrict the company’s ability to borrow under the agreement.

Other Debt Information

As of December 31, 2014 and 2013, the weighted-average interest rate of short-term borrowings outstanding was 0.6% and 0.4%, respectively.

Expected maturities on long-term debt are as follows:

(Millions of dollars)
2015	$	2	*
2016	407
2017	775
2018	1,083
2019	2,008		*
Thereafter	4,396
	$	8,671

________________________

*    $908 million of debt due in 2015 has been reflected in 2019 maturities due to the company’s intent to refinance this debt on a long-term basis and the ability to do so under the $2.5 billion senior unsecured credit facility with a syndicate of banks which expires in 2019.

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As of December 31, 2014, $9 million of Praxair’s assets (principally international fixed assets) were pledged as collateral for $8 million of long-term debt, including the current portion of long-term debt.

See Note 13 for the fair value information related to debt.

NOTE 12. 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 December 31, 2014 and 2013 for consolidated subsidiaries:

					Fair Value
(Millions of dollars)	Notional Amounts				Assets				Liabilities
December 31,	2014		2013		2014		2013		2014		2013
Derivatives Not Designated as Hedging Instruments:
Currency contracts:
Balance sheet items (a)	$	2,427	$	2,197	$	5	$	4	$	13	$	14
Derivatives Designated as Hedging Instruments:
Currency contracts:
Forecasted purchases (a)	$	—	$	5	$	—	$	—	$	—	$	—
Interest rate contracts:
Interest rate swaps (b)	875		875		14		22		—		—
Total Hedges	$	875	$	880	$	14	$	22	$	—	$	—
Total Derivatives	$	3,302	$	3,077	$	19	$	26	$	13	$	14

________________________

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

(b) Assets are recorded in other current and other long term assets.

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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. The fair value adjustments on these contracts are offset by the fair value adjustments recorded on the hedged assets and liabilities.

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 Hedges

Praxair has designated the €600 million ($722 million million as of December 31, 2014)1.50% Euro-denominated notes due 2020 and the €500 million ($599 million as of December 31, 2014) 1.625% Euro-denominated notes due 2025 as hedges 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 the time the Euro-denominated notes were first issued in March 2014 through December 31, 2014, exchange rate movements have reduced long-term debt by $125 million, with the offsetting gain shown within the cumulative translation component of AOCI in the consolidated balance sheets and the consolidated statements of comprehensive income (loss).

Interest Rate Contracts

Outstanding Interest Rate Swaps

At December 31, 2014, Praxair had $875 million notional amount of interest-rate swap agreements outstanding related to the $400 million3.25% fixed-rate notes that mature in 2015 and the $475 million1.25% notes that mature 2018, which effectively convert fixed-rate interest to variable-rate interest. These swap agreements were designated as fair value hedges with the resulting fair value adjustments recognized in earnings along with an equally offsetting charge / benefit to earnings for the changes in the fair value of the underlying debt instruments. At December 31, 2014, $14 million was recognized as an increase in the fair value of this note ($22 million at December 31, 2013).

Terminated Interest Rate Swaps

During 2010, 2011 and 2012 Praxair terminated three interest rate swap agreements which were previously designated as fair value hedges related to fixed-rate notes due in 2012 and 2013. The unrecognized gain existing upon termination of the swaps was received in cash and shown as an increase to the respective long-term notes. This deferred gain was then recognized on a straight-line basis to interest expense – net over the term of the underlying debt agreements. During 2013 and 2012, $4 million and $15 million, respectively, was recognized as a reduction to interest expense – net.

Terminated Treasury Rate Locks

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

					Unrecognized Gain / (Loss) (a)
(Millions of dollars)	Year Terminated	Original Gain / (Loss)			December 31, 2014			December 31, 2013
Treasury Rate Locks
Underlying debt instrument:
$500 million 2.20% fixed-rate notes that mature in 2022 (b)	2012	$	(2	)	$	(1	)	$	(2	)
$500 million 3.00% fixed-rate notes that mature in 2021 (b)	2011	(11		)	(8		)	(9		)
$600 million 4.50% fixed-rate notes that mature in 2019 (b)	2009	16			8			10
$500 million 4.625% fixed-rate notes that mature in 2015 (b)	2008	(7		)	—			(1		)
Total – pre-tax					$	(1	)	$	(2	)
Less: income taxes					—			1
After- tax amounts					$	(1	)	$	(1	)

________________________

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(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 of 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 million4.50% 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 not designated as hedging instruments on the consolidated statements of income:

(Millions of dollars)	Amount of Pre-Tax Gain (Loss)     Recognized in Earnings *
December 31,	2014			2013			2012
Derivatives Not Designated as Hedging Instruments
Currency contracts:
Balance sheet items:
Debt-related	$	(69	)	$	(46	)	$	33
Other balance sheet items	(2		)	(9		)	(1		)
Anticipated net income	—			—			(4		)
Total	$	(71	)	$	(55	)	$	28

* 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 impact of the company's derivatives designated as hedging instruments that impact AOCI:

(Millions of dollars)	Amount of Gain (Loss) Recognized in AOCI
December 31,	2014			2013		2012
Derivatives Designated as Hedging Instruments**
Currency contracts:
Net Investment hedge	$	(6	)	$	—	$	—
Forecasted purchases	$	1		$	1	$	1
Interest rate contracts:
Treasury rate locks	—			—		(2		)
Total – Pre tax	$	(5	)	$	1	$	(1	)
Less: income taxes	2			—		1
Total - Net of Taxes	$	(3	)	$	1	$	—

** 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 condensed consolidated statements of comprehensive income. The gains (losses) on forecasted purchases and 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 2014 or 2013. The gains (losses) on net investment hedges are reclassified to earnings only when the related currency translation adjustments are required to be reclassified, usually upon sale or liquidation of the investment. The gains (losses) for interest rate contracts are reclassified to earnings as interest expense –net on a straight-line basis over the remaining maturity of the underlying debt. Net losses of less than $1 million are expected to be reclassified to earnings during 2015.

NOTE 13. FAIR VALUE DISCLOSURES

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

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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 at December 31, 2014 and 2013:

	Fair Value Measurements Using
(Millions of dollars)	Level 1				Level 2				Level 3
	2014		2013		2014		2013		2014		2013
Assets
Derivative assets	$	—	$	—	$	19	$	26	$	—	$	—
Liabilities
Derivative liabilities	$	—	$	—	$	13	$	14	$	—	$	—

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 value of cash and cash equivalents, short-term debt, accounts receivables-net, and accounts payable approximate carrying value because of the short-term maturities of these instruments. The fair value of long-term debt is estimated based on the quoted market prices for the same or similar issues, which is deemed a Level 2 measurement. At December 31, 2014, the estimated fair value of Praxair’s long-term debt portfolio was $8,753 million versus a carrying value of $8,671 million. At December 31, 2013, the estimated fair value of Praxair’s long-term debt portfolio was $7,976 million versus a carrying value of $8,029 million. These differences are attributable to interest-rate changes subsequent to when the debt was issued.

Assets Measured at Fair Value on a Non-Recurring Basis

At December 31, 2014 in connection with the adoption of the SICAD II currency exchange system in Venezuela, Praxair reduced the value of certain assets in Venezuela, primarily long-lived assets, to estimated fair value which resulted in a $63 million pre-tax charge to income (see Note 2).

During the first quarter 2012, the company reduced the value of certain assets in Brazil, Colombia and Chile to estimated fair value which resulted in a $21 million pre-tax charge to other income (expense) – net.

The above fair value measurements were based on internal assessments of the best information available about the local business conditions and political environment, including the impact of foreign currency exchange restrictions that would be indicative of what the assets could be sold for and are considered to be Level 3 measurements.

NOTE 14. EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

Praxair, Inc. Shareholders’ Equity

At December 31, 2014 and 2013, there were 800,000,000 shares of common stock authorized (par value $0.01 per share) of which 383,230,625 shares were issued and 289,261,608 were outstanding at December 31, 2014 (294,133,864 were outstanding at December 31, 2013).

At December 31, 2014 and 2013, there were 25,000,000 shares of preferred stock (par value $0.01 per share) authorized, of which no shares were issued and outstanding. Praxair’s board of directors may from time to time authorize the issuance of one or more series of preferred stock and, in connection with the creation of such series, determine the characteristics of each such series including, without limitation, the preference and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions of the series.

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

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redemption value is greater than the carrying value, any increase is adjusted directly to retained earnings and does not impact net income.

During 2011, Praxair acquired a controlling interest in Yara Praxair, a joint venture in Scandinavia that was previously accounted for as an equity investment (see Note 3). As part of the transaction, the noncontrolling shareholder obtained the right to sell its shares to Praxair starting in the first quarter 2015 for a period of 4 years at a formula price. Praxair also obtained the right to purchase the shares held by the noncontrolling shareholder starting in 2017 for a period of 2 years, also at a formula price. Accordingly, the noncontrolling interests related to Yara Praxair have been recorded in the consolidated balance sheets as redeemable noncontrolling interests. Other redeemable noncontrolling interests relate to three packaged gas distributors in the United States where the noncontrolling shareholders have put options.

The following is a summary of redeemable noncontrolling interests for the years ended December 31, 2014, 2013 and 2012:

(Millions of dollars)	2014			2013			2012
Beginning Balance	$	307		$	252		$	220
Net income	12			24			18
Distributions to noncontrolling interest	(9		)	(11		)	(9		)
Redemption value adjustment/accretion	2			53			13
Foreign currency translation and other	(24		)	(11		)	10
Purchase of noncontrolling interest *	(112		)	—			—
Ending Balance	$	176		$	307		$	252

* In January 2014, Praxair acquired the noncontrolling interests related to Praxair Distribution Mid-Atlantic, LLC. The cash payment is shown in the financing section of the condensed consolidated statements of cash flows under the caption "Noncontrolling interest transactions and other".

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NOTE 15. SHARE-BASED COMPENSATION

Share-based compensation expense was $51 million in 2014, and $70 million in each of 2013 and 2012. The related income tax benefit recognized was $14 million in 2014, and $21 million in each of 2013 and 2012. The share-based compensation expense was primarily recorded in selling, general and administrative expenses and no share-based compensation expense was capitalized.

Summary of Plans

The 2009 Praxair, Inc. Long-Term Incentive Plan was initially adopted by the board of directors and shareholders of the company on April 28, 2009 and was amended and restated in its entirety by the board and shareholders on April 22, 2014 ("the 2009 Plan"). Prior to April 28, 2009, equity awards were granted under the 2002 Praxair, Inc. Long-Term Incentive Plan and the company’s ability to make further equity awards under that plan ended with its adoption of the 2009 Plan. The 2009 Plan permits awards of stock options, stock appreciation rights, restricted stock and restricted stock units, performance-based stock units and other equity awards to eligible officer and non-officer employees and non-employee directors of the company and its affiliates. Under the 2009 Plan, as amended and restated in 2014, the aggregate number of shares available for option and other equity grants is 8,000,000 shares, of which up to 2,600,000 shares may be granted as awards other than options or stock appreciation rights. The 2009 Plan also provides calendar year per-participant limits on grants of stock options and stock appreciation rights and on other types of awards intended to qualify as Performance-Based Compensation under Section 162(m) of the Internal Revenue Code. As of December 31, 2014, 7,982,085 shares remained available for equity grants under the 2009 Plan.

In 2005, the board of directors and shareholders of the company adopted the 2005 Equity Compensation Plan for Non-Employee Directors of Praxair, Inc. ("the 2005 Plan"). Under the 2005 Plan, the aggregate number of shares available for option and other equity grants was limited to a total of 500,000 shares. The 2005 Plan expired on April 30, 2010, by its own terms, and no shares were available for grant thereafter.

Exercise prices for options granted under the 2009 Plan may not be less than the closing market price of the company’s common stock on the date of grant and granted options may not be re-priced or exchanged without shareholder approval. Options granted under the 2009 Plan subject only to time vesting requirements may become partially exercisable after a minimum of one year after the date of grant but may not become fully exercisable until at least three years have elapsed from the date of grant, and all options have a maximum duration of ten years. Options granted under predecessor plans had similar terms.

The company has the ability to repurchase shares on the open market to satisfy share option exercises and issues shares from treasury stock upon the exercise of certain stock options.

Stock Option Fair Value

The company utilizes the Black-Scholes Options-Pricing Model to determine the fair value of stock options consistent with that used for pro forma disclosures in prior years. Management is required to make certain assumptions with respect to selected model inputs, including anticipated changes in the underlying stock price (i.e., expected volatility) and option exercise activity (i.e., expected life). Expected volatility is based on the historical volatility of the company’s stock over the most recent period commensurate with the estimated expected life of the company’s stock options and other factors. The expected life of options granted, which represents the period of time that the options are expected to be outstanding, is based primarily on historical exercise experience. The expected dividend yield is based on the company’s most recent history and expectation of dividend payouts. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for a period commensurate with the estimated expected life. If factors change and result in different assumptions in future periods, the stock option expense that the company records for future grants may differ significantly from what the company has recorded in the current period.

The weighted-average fair value of options granted during 2014 was $14.62 per option ($16.31 in 2013 and $17.43 in 2012) based on the Black-Scholes Options-Pricing model. The following weighted-average assumptions were used for grants in 2014, 2013 and 2012:

Year Ended December 31,	2014		2013		2012
Dividend yield	2.0	%	2.2	%	2.0	%
Volatility	15.2	%	21.7	%	22.5	%
Risk-free interest rate	1.57	%	0.76	%	0.86	%
Expected term years	5		5		5

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The following table summarizes option activity under the plans for 2014 (averages are calculated on a weighted basis; life in years; intrinsic value expressed in millions):

Activity	Number  of Options (000’s)		Average Exercise Price		Average Remaining Life	Aggregate Intrinsic Value
Outstanding at January 1, 2014	11,161		$	81.42
Granted	1,293		128.80
Exercised	(1,380	)	63.39
Cancelled or expired	(93	)	110.68
Outstanding at December 31, 2014	10,981		$	89.02	5.3	$	445
Exercisable at December 31, 2014	8,400		$	79.74	4.3	$	418

The aggregate intrinsic value represents the difference between the company’s closing stock price of $129.56 as of December 31, 2014 and the exercise price multiplied by the number of options outstanding as of that date. The total intrinsic value of stock options exercised during 2014 was $93 million ($143 million and $165 million for 2013 and 2012, respectively).

Cash received from option exercises under all share-based payment arrangements for 2014 was $88 million . The cash tax benefit realized from all share-based compensation totaled $48 million for 2014, of which $31 million in excess tax benefits was classified as financing cash flows.

As of December 31, 2014, $18 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

In 2014, the company granted performance-based stock awards under the 2009 Plans to senior level executives of 328,082 shares that vest, subject to the attainment of pre-established minimum performance criteria, principally on the third anniversary of their date of grant. The actual number of shares issued in settlement of a vested award can range from zero to 200 percent of the target number of shares granted based upon the company’s attainment of specified performance targets at the end of a three-year period. Compensation expense related to these awards is recognized over the three-year performance period based on the fair value of the closing market price of the company’s common stock on the date of the grant and the estimated performance that will be achieved. Compensation expense will be adjusted during the three-year performance period based upon the estimated performance levels that will be achieved.

There were 94,988 restricted stock units granted to employees during 2014. In addition, the company had previously granted restricted stock to certain key employees that vest after a designated service period ranging from 2 to 10 years. Generally, restricted stock does not earn quarterly dividends while vesting. Compensation expense related to the restricted stock units and restricted stock is recognized on a straight-line basis over the vesting period.

The weighted-average fair value of performance-based stock units granted during 2014 was $121.16 per unit ($103.46 in 2013 and $103.13 in 2012). The weighted-average fair value of restricted stock units granted during 2014 was $122.55 per unit ($105.79 in 2013 and $104.71 in 2012). This is based on the closing market price of the company’s common stock on the grant date adjusted for dividends that will not be paid during the vesting period.

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The following table summarizes non-vested performance-based and restricted stock award activity as of December 31, 2014 and changes during the period then ended (shares based on target amounts, averages are calculated on a weighted basis):

	Performance-Based				Restricted Stock
Performance-Based and Restricted Stock Activity	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, 2014	867		$	99.55	337		$	100.41
Granted (a)	328		121.16		95		122.55
Vested	(338	)	92.06		(109	)	96.02
Cancelled	(24	)	110.27		(16	)	104.61
Non-vested at December 31, 2014	833		$	109.09	307		$	106.63

(a) Performance-based stock unit ("PSU") grants during 2014 include 49 thousand shares relating to the actual payout of the 2011 PSU grants in 2014.

As of December 31, 2014, based on current estimates of future performance, $32 million of unrecognized compensation cost related to performance-based awards and $14 million of unrecognized compensation cost related to the restricted stock awards is expected to be recognized on a straight-line basis primarily through the first quarter of 2017.

NOTE 16. RETIREMENT PROGRAMS

Defined Benefit Pension Plans

Praxair has two main U.S. retirement programs which are non-contributory defined benefit plans: the Praxair Pension Plan and the CBI Pension Plan. The latter program benefits primarily former employees of CBI Industries, Inc. which Praxair acquired in 1996. Effective July 1, 2002, the Praxair Pension Plan was amended to give participating employees a one-time choice to remain covered by the old formula or to elect coverage under a new formula. The old formula is based predominantly on years of service, age and compensation levels prior to retirement, while the new formula provides for an annual contribution to an individual account which grows with interest each year at a predetermined rate. Also, this new formula applies to all new employees hired after April 30, 2002 into businesses adopting this plan. The U.S. and international pension plan assets are comprised of a diversified mix of investments, including domestic and international corporate equities, government securities and corporate debt securities. Praxair has several plans that provide supplementary retirement benefits primarily to higher level employees that are unfunded and are nonqualified for federal tax purposes. Pension coverage for employees of certain of Praxair’s international subsidiaries generally is provided by those companies through separate plans. Obligations under such plans are primarily provided for through diversified investment portfolios, with some smaller plans provided for under insurance policies or by book reserves.

Multi-employer Pension Plans

In the United States Praxair participates in seven multi-employer defined benefit pension plans ("MEP") pursuant to the terms of collective bargaining agreements covering approximately 200 union-represented employees. The collective bargaining agreements expire on different dates through 2019. In connection with such agreements, the Company is required to make periodic contributions to the MEPs in accordance with the terms of the respective collective bargaining agreements. Praxair’s participation in these plans is not material either at the plan level or in the aggregate. Praxair’s contributions to these plans were $2 million in 2014 and 2013, and $1 million in 2012 (the cost is not included in the tables that follow). For all MEPs Praxair’s contributions were significantly less than 1% of the total contributions to each plan for 2013 and 2012. Total 2014 contributions were not yet available from the MEPs.

Praxair has obtained the most recently available Pension Protection Act ("PPA") zone status letters from the Trustees of the MEPs. The PPA classifies MEPs as either Red, Yellow or Green zone plans. Among other factors, plans in the Red zone are generally less than 65 percent funded; plans in the Yellow zone are generally 65 to 80 percent funded; and plans in the Green zone are generally at least 80 percent funded. According to the most current data available, four of the MEPs that the Company participates are in a Red zone status; one is in a Yellow zone status; and two are in a Green zone status. As of December 31, 2014, the five Red and Yellow Zone plans have pending or have implemented financial improvement or rehabilitation plans. Praxair does not currently anticipate significant future obligations due to the funding status of these plans. If Praxair determined it was probable that it would withdraw from an MEP, the Company would record a liability for its portion of the MEP’s unfunded pension obligations, as calculated at that time. Historically, such withdrawal payments have not been significant.

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Defined Contribution Plans

Praxair’s U.S. business employees are eligible to participate in the Praxair defined contribution savings plan. Employees may contribute up to 40% of their compensation, subject to the maximum allowable by IRS regulations. For the US packaged gases business, company contributions to this plan are calculated as a percentage of salary based on age plus service. U.S. employees other than those in the packaged gases business have company contributions to this plan calculated on a graduated scale based on employee contributions to the plan. The cost for these defined contribution plans was $26 million in 2014, $25 million in 2013 and $24 million in 2012 (the cost is not included in the tables that follow).

The defined contribution plans includes a non-leveraged employee stock ownership plan ("ESOP") which covers all employees participating in this plan. The collective number of shares of Praxair common stock in the two ESOPs totaled 3,053,710 at December 31, 2014.

Certain international subsidiaries of the company also sponsor defined contribution plans where contributions are determined under various formulas. The expense for these plans was $17 million in 2014 and 2013, and $12 million in 2012 (the expense is not included in the tables that follow).

Postretirement Benefits Other Than Pensions (OPEB)

Praxair provides health care and life insurance benefits to certain eligible retired employees. These benefits are provided through various insurance companies and healthcare providers. Praxair is also obligated to make payments for a portion of postretirement benefits related to retirees of Praxair’s former parent. Additionally, as part of the CBI acquisition in 1996, Praxair assumed responsibility for healthcare and life insurance benefit obligations for CBI’s retired employees. All postretirement healthcare programs have cost caps that limit the company’s exposure to future cost increases. In addition, as part of the retirement elections made for July 1, 2002, eligible employees were given the choice of maintaining coverage in the current retiree medical design (as may be amended from time to time), or to move to a design whereby coverage would be provided, but with no Praxair subsidy whatsoever. Also, all new employees hired after April 30, 2002 into a business adopting these plans will not receive a company subsidy. Praxair does not currently fund its postretirement benefits obligations. Praxair’s retiree plans may be changed or terminated by Praxair at any time for any reason with no liability to current or future retirees.

Praxair uses a measurement date of December 31 for its pension and other post-retirement benefit plans.

Pension and Postretirement Benefit Costs

The components of net pension and OPEB costs for 2014, 2013 and 2012 are shown below:

(Millions of dollars) Year Ended December 31,	Pensions									OPEB
	2014			2013			2012			2014			2013			2012
Service cost	$	49		$	56		$	49		$	4		$	5		$	4
Interest cost	121			112			119			11			11			12
Expected return on plan assets	(155		)	(149		)	(153		)	—			—			—
Net amortization and deferral	60			91			68			(8		)	(5		)	(7		)
Net periodic benefit cost before pension settlement charges	$	75		$	110		$	83		$	7		$	11		$	9
Pension settlement charges *	7			9			10			—			—			—
Net periodic benefit cost	$	82		$	119		$	93		$	7		$	11		$	9

* 2014 includes a $7 millions charge in the fourth quarter related to one-time lump sum benefit payment of vested pension benefits to certain former employees. 2012 and 2013 includes a $9 million charge in the third quarter primarily related to the retirement of senior managers in the United States (see Note 2).

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Funded Status

The changes in benefit obligation and plan assets for Praxair’s pension and OPEB programs, including reconciliation of the funded status of the plans to amounts recorded in the consolidated balance sheet, as of December 31, 2014 and 2013 are shown below:

(Millions of dollars) Year Ended December 31,	Pensions
	2014						2013						OPEB
	U.S.			International			U.S.			International			2014			2013
Change in Benefit Obligation ("PBO")
Benefit obligation January 1	$	1,791		$	661		$	1,926		$	727		$	208		$	251
Service cost	34			15			38			18			4			5
Interest cost	85			36			74			38			11			11
Participant contributions	—			—			—			—			10			11
Actuarial loss (gain)	276			109			(148		)	(43		)	(21		)	(39		)
Benefits paid	(136		)	(35		)	(99		)	(38		)	(25		)	(23		)
Divestiture	—			(1		)	—			—			—			—
Foreign currency translation	—			(66		)	—			(41		)	(7		)	(8		)
Benefit obligation, December 31	$	2,050		$	719		$	1,791		$	661		$	180		$	208
Accumulated benefit obligation ("ABO")	$	1,944		$	681		$	1,712		$	629
Change in Plan Assets
Fair value of plan assets, January 1	$	1,620		$	551		$	1,391		$	558		$	—		$	—
Actual return on plan assets	108			76			271			43			—			—
Company contributions	2			16			35			17			—			—
Benefits paid from plan assets	(123		)	(30		)	(77		)	(33		)	—			—
Foreign currency translation	—			(52		)	—			(34		)	—			—
Fair value of plan assets, December 31	$	1,607		$	561		$	1,620		$	551		$	—		$	—
Funded Status, End of Year	$	(443	)	$	(158	)	$	(171	)	$	(110	)	$	(180	)	$	(208	)
Recorded in the Balance Sheet
Other long-term assets	$	—		$	35		$	—		$	42		$	—		$	—
Other current liabilities	(18		)	(5		)	(10		)	(6		)	(16		)	(17		)
Other long-term liabilities	(425		)	(188		)	(161		)	(146		)	(164		)	(191		)
Net amount recognized, December 31	$	(443	)	$	(158	)	$	(171	)	$	(110	)	$	(180	)	$	(208	)
Amounts recognized in accumulated other comprehensive income (loss) consist of:
Net actuarial loss (gain)	$	792		$	193		$	563		$	145		$	(24	)	$	(7	)
Prior service cost (credit)	—			15			1			18			(1		)	(4		)
Deferred tax benefit (Note 5)	(303		)	(50		)	(215		)	(38		)	11			6
Amount recognized in accumulated other comprehensive income (loss) (Note 7)	$	489		$	158		$	349		$	125		$	(14	)	$	(5	)

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The changes in plan assets and benefit obligations recognized in other comprehensive income in 2014 and 2013 are as follows:

	Pensions						OPEB
(Millions of dollars)	2014			2013			2014			2013
Current year net actuarial losses (gains)*	$	356		$	(356	)	$	(21	)	$	(39	)
Amortization of net actuarial gains (losses)	(59		)	(90		)	2			(1		)
Amortization of prior service credits (costs)	(1		)	(1		)	6			6
Pension settlements (Note 2)	(7		)	(9		)	—			—
Foreign currency translation and other	(16		)	(12		)	(1		)	(1		)
Total recognized in other comprehensive income	$	273		$	(468	)	$	(14	)	$	(35	)

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 * The pension net actuarial losses in 2014 relates primarily to the decrease in discount rates, when compared to 2013 and updated mortality assumptions. The pension net actuarial gain in 2013 relates primarily to the increase in discount rates, when compared to 2012. The OPEB net actuarial gains in 2014 relates primarily to favorable plan experience, and the 2013 net actuarial gain relates primarily to higher discount rates.

The amounts in accumulated other comprehensive income (loss) that are expected to be recognized as components of net periodic benefit cost during 2015 are as follows:

(Millions of dollars)	Pension		OPEB
Net actuarial loss (gain)	$	82	$	(3	)
Prior service cost (credit)	1		—
	$	83	$	(3	)

The following table provides information for pension plans where the accumulated benefit obligation exceeds the fair value of the plan assets:

(Millions of dollars) Year Ended December 31,	Pensions
	2014				2013
	U.S.		International		U.S.*		International
Projected benefit obligation ("PBO")	$	2,050	$	428	$	244	$	360
Accumulated benefit obligation ("ABO")	$	1,944	$	412	$	241	$	352
Fair value of plan assets	$	1,607	$	234	$	127	$	207

* In 2013, plan assets related to the main U.S. retirement program exceeded the ABO by $23 million and was therefore excluded from the table above.

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Assumptions

The assumptions used to determine the benefit obligations are as of the respective balance sheet date and the assumptions used to determine the net benefit cost are at the previous year-end, as shown below:

	Pensions
	U.S.				International				OPEB
	2014		2013		2014		2013		2014		2013
Weighted average assumptions used to determine benefit obligations at December 31,
Discount rate	3.95	%	4.80	%	5.36	%	6.30	%	4.48	%	5.87	%
Rate of increase in compensation levels	3.25	%	3.25	%	3.72	%	4.00	%	N/A		N/A
Weighted average assumptions used to determine net periodic benefit cost for years ended December 31,
Discount rate	4.80	%	3.90	%	6.30	%	5.80	%	5.87	%	5.00	%
Rate of increase in compensation levels	3.25	%	3.25	%	4.00	%	4.00	%	N/A		N/A
Expected long-term rate of return on plan assets *	8.00	%	8.00	%	8.10	%	7.50	%	N/A		N/A

________________________

* The expected long term rate of return on the U.S. and international plan assets is estimated based on the plans' investment strategy and asset allocation, historical capital market performance and, to a lesser extent, historical plan performance. For the U.S. plans, the expected rate of return of 8.00% was derived based on the target asset allocation of 50%-70% equity securities (approximately 9.5% expected return), 20%-40% fixed income securities (approximately 5.5% expected return) and 2% - 10% real estate funds (approximately 7% expected return). For the international plans, the expected rate of return was derived based on the weighted average target asset allocation of 30%-50% equity securities (approximately 10% expected return), 40%-60% fixed income securities (approximately 7.5% expected return), and 0%-10% alternative investments (approximately 7.5% expected return). For the U.S. plan assets, the actual annualized total returns for the most recent 10-year and 20-year periods ended December 31, 2014 were approximately 6.2% and 8.2%, respectively. For the international plan assets, the actual annualized total returns for the same two periods were approximately 8.3% and 9.7%, respectively. Changes to plan asset allocations and investment strategy over this time period limit the value of historical plan performance as factor in estimating the expected long term rate of return. For 2015, the expected long-term rate of return on plan assets will be 8.00% for the U.S. plans. Expected weighted average returns for international plans will vary.     

	OPEB
Assumed healthcare cost trend rates	2014		2013
Healthcare cost trend assumed	7.50	%	8.00	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)	5.00	%	5.00	%
Year that the rate reaches the ultimate trend rate	2020		2020

These healthcare-cost trend rate assumptions have an impact on the amounts reported. However, cost caps limit the impact on the net OPEB benefit cost in the U.S. To illustrate the effect, a one-percentage point change in assumed healthcare cost trend rates would have the following effects:

	One-Percentage Point
(Millions of dollars)	Increase		Decrease
Effect on the total of service and interest cost components of net OPEB benefit cost	$	—	$	—
Effect on OPEB benefit obligation	$	3	$	(2	)

Pension Plan Assets

The investments of the U.S. pension plan are managed to meet the future expected benefit liabilities of the plan over the long term by investing in diversified portfolios consistent with prudent diversification and historical and expected

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capital market returns. When Praxair became an independent, publicly traded company in 1992, its former parent retained all liabilities for its term-vested and retired employees. Praxair’s plan received assets and retained pension liabilities for its own active employee base. Therefore, the liabilities under the Praxair U.S. pension plan mature at a later date compared to pension funds of other similar companies. Investment strategies are reviewed by the Finance and Pension Committee of the company’s Board of Directors and investment performance is tracked against appropriate benchmarks. There are no concentrations of risk as it relates to the assets within the plans.

The international pension plans are managed individually based on diversified investment portfolios, with different target asset allocations that vary for each plan. Praxair’s U.S. and international pension plans’ weighted-average asset allocations at December 31, 2014 and 2013, and the target asset allocation range for 2014, by major asset category are as follows:

	U.S.					International
Asset Category	Target	2014		2013		Target	2014		2013
Equity securities	50%-70%	65	%	70	%	30%-50%	49	%	48	%
Fixed income securities	20%-40%	28	%	30	%	40%-60%	42	%	43	%
Other	2% - 10%	7	%	—		0%-10%	9	%	9	%

The following table summarizes pension assets measured at fair value by asset category at December 31, 2014 and 2013. During the years presented, there has been no transfer of assets between Levels 1, 2 & 3 (see Note 13 for definition of the levels):

	Fair Value Measurements Using
	Level 1				Level 2				Level 3 *				Total
(Millions of dollars)	2014		2013		2014		2013		2014		2013		2014		2013
Cash and cash equivalents	$	1	$	2	$	—	$	—	$	—	$	—	$	1	$	2
Equity securities:
U.S. equities	340		285		—		—		—		—		340		285
International equities	82		82		—		—		—		—		82		82
Mutual funds	330		393		—		—		—		—		330		393
Pooled funds	—		—		565		630		—		—		565		630
Fixed income securities:
U.S. government bonds	—		—		44		39		—		—		44		39
International government bonds	—		—		125		128		—		—		125		128
Mutual funds	253		308		—		—		—		—		253		308
Corporate bonds	—		—		175		176		—		—		175		176
Pooled funds	—		—		90		80		—		—		90		80
Other:
Insurance contracts	—		—		—		—		53		48		53		48
Real Estate Funds	—		—		—		—		110		—		110		—
Fair value of plan assets, December 31,	$	1,006	$	1,070	$	999	$	1,053	$	163	$	48	$	2,168	$	2,171

________________________

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* The following table summarizes changes in fair value of the pension plan assets classified as level 3 for the periods ended December 31, 2014 and 2013:

(Millions of dollars)	Insurance Contracts			Real Estate Funds		Total
Balance, December 31, 2012	$	48		$	—	$	48
Gain or losses for the period	—			—		—
Balance, December 31, 2013	48			—		48
Gain for the period	12			10		22
Acquisitions	—			100		100
Foreign currency translation	(7		)	—		(7		)
Balance, December 31, 2014	$	53		$	110	$	163

The descriptions and fair value methodologies for the U.S. and international pension plan assets are as follows:

Cash and Cash Equivalents – This category includes cash and short-term interest bearing investments with maturities of three months or less. Investments are valued at cost plus accrued interest. Cash and cash equivalents are classified within level 1 of the valuation hierarchy.

Equity Securities – This category is comprised of shares of common stock in U.S. and international companies from a diverse set of industries and size. Common stock is valued at the closing market price reported on a U.S. or international exchange where the security is actively traded. Equity securities are classified within level 1 of the valuation hierarchy.

Mutual Funds and Pooled Funds – This category consists of publicly and privately managed funds that invest primarily in marketable equity and fixed income securities. The fair value of these investments is determined by reference to the net asset value of the underlying securities of the fund. Shares of publicly traded mutual funds are valued at the net asset value quoted on the exchange where the fund is traded and are classified as level 1 within the valuation hierarchy. Units of pooled funds are valued at the per unit net asset value determined by the fund manager and are classified as level 2 within the valuation hierarchy.

U.S. and International Government Bonds – This category includes U.S. treasuries, U.S. federal agency obligations and international government debt. The majority of these investments do not have quoted market prices available for a specific government security and so the fair value is determined using quoted prices of similar securities in active markets and is classified as level 2 within the valuation hierarchy.

Corporate Bonds – This category is comprised of corporate bonds of U.S. and international companies from a diverse set of industries and size. The fair values for U.S. and international corporate bonds are determined using quoted prices of similar securities in active markets and observable data or broker or dealer quotations. The fair values for these investments are classified as level 2 within the valuation hierarchy.

Insurance Contracts – The fair value of insurance contracts is determined based on the cash surrender value of the insurance contract, which is determined based on such factors as the fair value of the underlying assets and discounted cash flow. These contracts are with highly rated insurance companies. Insurance contracts are classified within level 3 of the valuation hierarchy.

Real Estate Funds – This category includes real estate properties, partnership equities and investments in operating companies. The fair value of the assets is determined using discounted cash flows by estimating an income stream for the property plus a reversion into a present value at a risk adjusted rate. Yield rates and growth assumptions utilized are derived from market transactions as well as other financial and industry data. The fair value for these investments are classified within level 3 of the valuation hierarchy.

Contributions

At a minimum, Praxair contributes to its pension plans to comply with local regulatory requirements (e.g., ERISA in the United States). Discretionary contributions in excess of the local minimum requirements are made based on many factors, including long-term projections of the plans' funded status, the economic environment, potential risk of overfunding, pension insurance costs and alternative uses of the cash. Changes to these factors can impact the timing of discretionary contributions from year to year. Pension contributions were $18 million in 2014, $52 million in 2013 and $184 million in 2012. Estimated required contributions for 2015 are currently expected to be in the area of $15 million.

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Estimated Future Benefit Payments

The following table presents estimated future benefit payments, net of participants contributions:

(Millions of dollars)	Pensions
Year Ended December 31,	U.S.		International		OPEB
2015	$	105	$	36	$	17
2016	101		36		16
2017	106		37		16
2018	111		38		15
2019	117		39		15
2020-2024	625		211		68

NOTE 17. COMMITMENTS AND CONTINGENCIES

The company accrues non income-tax liabilities for contingencies when management believes that a loss is probable and the amounts can be reasonably estimated, while contingent gains are recognized only when realized. In the event any losses are sustained in excess of accruals, they will be charged against income at that time. Attorney fees are recorded as incurred. Commitments represent obligations, such as those for future purchases of goods or services, that are not yet recorded on the company’s balance sheet as liabilities. The company records liabilities for commitments when incurred (i.e., when the goods or services are received).

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. However, 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.

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 recently 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. Although it is difficult to estimate the timing of resolution of legal matters in Brazil, it is possible that individual disputed matters may be resolved during the next year.

• At December 31, 2014 the most significant non-income and income tax claims in Brazil, after enrollment in the Refis Program, relate to state VAT tax matters associated with procedural issues 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 $180 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$828 million) against White Martins, the Brazil-based subsidiary of Praxair, Inc. In response to a motion for clarification,

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the fine was reduced to R$1.7 billion Brazilian reais (US$640 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. Currently, 50% of the guarantee is satisfied by letters of credit with a financial institution and 50% of the guarantee is satisfied by equity of a Brazilian subsidiary.

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.

Contingent Asset - Resolution

Praxair's Brazilian-based subsidiary, White Martins, had a long-standing claim against a Brazilian power company, Bandeirante Energia SA, which had been successfully litigated, and in 2011 the courts released a cash deposit to White Martins, subject to completion of an appeal process. During the first quarter of 2012, White Martins was notified that the appeal process was favorably concluded, and accordingly, recognized a $24 million gain to other income (expense), net of legal fees and another litigation matter.

Commitments and Contractual Obligations

The following table sets forth Praxair’s material commitments and contractual obligations as of December 31, 2014, excluding leases, tax liabilities for uncertain tax positions, long-term debt, other post retirement and pension obligations which are summarized elsewhere in the financial statements (see Notes 4, 7, 11, and 16):

(Millions of dollars) Expiring through December 31,	Unconditional Purchase Obligations		Construction Commitments		Guarantees and Other
2015	$	543	$	954	$	12
2016	491		404		59
2017	460		27		—
2018	445		—		—
2019	393		—		—
Thereafter	3,021		—		—
	$	5,353	$	1,385	$	71

Unconditional purchase obligations of $5,353 million represent contractual commitments under various long and short-term take-or-pay arrangements with suppliers and are not included on Praxair's balance sheet. These obligations are primarily minimum-purchase commitments for helium, electricity, natural gas and feedstock used to produce atmospheric and process gases. A significant portion of these obligations is passed on to customers through similar take-or-pay or other contractual arrangements. Purchase obligations that are not passed along to customers through such contractual arrangements are subject to market conditions, but do not represent a material risk to Praxair. During 2014, payments related to Praxair's unconditional purchase obligations totaled $1,021 million, including $481 million for electricity and $225 million for natural gas. Approximately $3,550 million of the purchase obligations relates to power and is intended to secure the uninterrupted supply of electricity and feedstock to Praxair's plants to reliably satisfy customer product supply obligations, and extend through 2030. Certain of the power contracts contain various cancellation provisions requiring supplier agreement which the company believes could reduce the reported obligation significantly, if desired, and many are subject to annual escalations based on local inflation factors. The purchase obligations also include a multi-year contract for silane, with a total purchase obligation of $142 million as of December 31, 2014. Since this contract was signed, the market for silane has not developed as expected and prices have decreased due to lower demand from the photovoltaics markets, primarily in Asia. At December 31, 2014, Praxair's current selling prices and estimated future demand for silane

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are in excess of its contractual purchase obligations under the contract. The company is continually monitoring market developments.

Construction commitments of $1,385 million represent outstanding commitments to complete authorized construction projects as of December 31, 2014. A significant portion of Praxair’s capital spending is related to the construction of new production facilities to satisfy customer commitments which may take a year or more to complete.

Guarantees and other of $71 million include $70 million related to Praxair’s contingent obligations under guarantees of certain debt of unconsolidated affiliates and $1 million of various guarantees relating to outstanding receivables and repurchase agreements. Unconsolidated equity investees had total debt of approximately $245 million at December 31, 2014, which was non-recourse to Praxair with the exception of the guaranteed portions described above. Praxair has no significant financing arrangements with closely-held related parties.

At December 31, 2014, Praxair had undrawn outstanding letters of credit, bank guarantees and surety bonds valued at approximately $1,240 million from financial institutions, including $524 million relating to the CADE anti-trust litigation in Brazil. These relate primarily to customer contract performance guarantees (including plant construction in connection with certain on-site contracts), self-insurance claims and other commercial and governmental requirements, including foreign litigation matters.

NOTE 18. SEGMENT INFORMATION

The company’s operations are organized into five reportable segments, four of which have been determined on a geographic basis of segmentation: North America, Europe, South America and Asia. In addition, Praxair operates its worldwide surface technologies business through its wholly-owned subsidiary, Praxair Surface Technologies, Inc., which represents the fifth reportable segment.

Praxair’s operations consist of two major product lines: industrial gases and surface technologies. The industrial gases product line centers on the manufacturing and distribution of atmospheric gases (oxygen, nitrogen, argon, rare gases) and process gases (carbon dioxide, helium, hydrogen, electronic gases, specialty gases, acetylene). Many of these products are co-products of the same manufacturing process. Praxair manufactures and distributes nearly all of its products and manages its customer relationships on a regional basis. Praxair’s industrial gases are distributed to various end markets within a regional segment through one of three basic distribution methods: on-site or tonnage; merchant or bulk; and packaged or cylinder gases. The distribution methods are generally integrated in order to best meet the customer’s needs and very few of its products can be economically transported outside of a region. Therefore, the distribution economics are specific to the various geographies in which the company operates and are consistent with how management assesses performance.

Praxair evaluates the performance of its reportable segments based primarily on operating profit, excluding inter-company royalties and items not indicative of ongoing business trends. Corporate and globally managed expenses, and research and development costs relating to Praxair’s global industrial gases business, are allocated to operating segments based on sales.

The table below presents information about reportable segments for the years ended December 31, 2014, 2013 and 2012.

(Millions of dollars)	2014		2013		2012
Sales (a)
North America	$	6,436	$	6,164	$	5,598
Europe	1,546		1,542		1,474
South America	1,993		2,042		2,082
Asia	1,619		1,525		1,414
Surface Technologies	679		652		656
	$	12,273	$	11,925	$	11,224

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	2014			2013			2012
Operating Profit
North America	$	1,580		$	1,538		$	1,465
Europe	291			270			256
South America	449			467			429
Asia	303			271			246
Surface Technologies	123			111			106
Segment operating profit	2,746			2,657			2,502
Venezuela currency devaluation and other charges (Note 2)	(138		)	(32		)	(65		)
Total operating profit	$	2,608		$	2,625		$	2,437

	2014		2013		2012
Total Assets (b)
North America	$	10,205	$	10,133	$	8,491
Europe	3,000		3,408		2,957
South America	2,723		2,934		3,205
Asia	3,198		3,098		2,757
Surface Technologies	676		682		680
	$	19,802	$	20,255	$	18,090

(Millions of dollars)	2014		2013		2012
Depreciation and Amortization
North America	$	611	$	567	$	498
Europe	168		169		149
South America	177		181		184
Asia	170		150		127
Surface Technologies	44		42		43
	$	1,170	$	1,109	$	1,001

	2014		2013		2012
Capital Expenditures and Acquisitions
North America	$	837	$	2,106	$	1,303
Europe	319		451		322
South America	373		284		351
Asia	310		459		431
Surface Technologies	56		43		53
	$	1,895	$	3,343	$	2,460

	2014		2013		2012
Sales by Product Group
Atmospheric gases and related	$	8,623	$	8,451	$	8,104
Process gases and other	2,971		2,822		2,464
Surface technologies	679		652		656
	$	12,273	$	11,925	$	11,224

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	2014		2013		2012
Sales by Major Country
United States	$	5,171	$	4,764	$	4,305
Brazil	1,511		1,603		1,668
Other – foreign	5,591		5,558		5,251
	$	12,273	$	11,925	$	11,224

	2014		2013		2012
Long-lived Assets by Major Country (c)
United States	$	4,817	$	4,723	$	4,255
Brazil	1,344		1,376		1,535
Other – foreign	5,836		6,179		5,663
	$	11,997	$	12,278	$	11,453

________________________

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

(b) Includes equity investments as of December 31, as follows:

(Millions of dollars)	2014		2013		2012
North America	$	132	$	128	$	135
Europe	207		218		199
Asia	354		356		320
	$	693	$	702	$	654

Changes primarily relate to equity investment earnings, dividends and currency impacts.

(c) Long-lived assets include property, plant and equipment – net.

NOTE 19. QUARTERLY DATA (UNAUDITED)

(Dollar amounts in millions, except per share data)

2014	1Q		2Q		3Q		4Q (a)		YEAR (a)
Sales	$	3,026	$	3,113	$	3,144	$	2,990	$	12,273
Cost of sales, exclusive of depreciation and amortization	$	1,726	$	1,767	$	1,780	$	1,689	$	6,962
Depreciation and amortization	$	285	$	293	$	301	$	291	$	1,170
Operating profit	$	675	$	697	$	711	$	525	2,608
Net income – Praxair, Inc.	$	448	$	467	$	477	$	302	$	1,694
Basic Per Share Data
Net income	$	1.52	$	1.59	$	1.63	$	1.04	$	5.79
Weighted average shares (000’s)	294,195		292,945		292,170		290,667		292,494
Diluted Per Share Data
Net income	$	1.51	$	1.58	$	1.62	$	1.03	$	5.73
Weighted average shares (000’s)	297,253		295,976		295,239		293,555		295,608

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2013	1Q (a)		2Q		3Q (a)		4Q (a)		YEAR (a)
Sales	$	2,888	$	3,014	$	3,013	$	3,010	$	11,925
Cost of sales, exclusive of depreciation and amortization	$	1,638	$	1,710	$	1,697	$	1,699	$	6,744
Depreciation and amortization	$	266	$	275	$	281	$	287	$	1,109
Operating profit	$	600	$	665	$	670	$	690	$	2,625
Net income – Praxair, Inc.	$	391	$	445	$	445	$	474	$	1,755
Basic Per Share Data
Net income	$	1.32	$	1.50	$	1.51	$	1.61	$	5.94
Weighted average shares (000’s)	296,604		295,668		295,124		294,697		295,523
Diluted Per Share Data
Net income	$	1.30	$	1.49	$	1.49	$	1.59	$	5.87
Weighted average shares (000’s)	299,700		298,654		298,357		298,225		298,965

________________________

(a) 2014 and 2013 include the impact of the following benefits/(charges) (see Notes 2, 5 & 7):

(Millions of dollars)	Operating Profit/ (Loss)			Net Income/ (Loss)			Diluted Earnings Per Share
Venezuela currency devaluation - Q4	$	(131	)	$	(131	)	$	(0.45	)
Pension settlement charge - Q4	(7		)	(5		)	(0.02		)
Bond redemption -Q4	—			(22		)	(0.07		)
Year 2014	$	(138	)	$	(158	)	$	(0.54	)
Venezuela currency devaluation – Q1	$	(23	)	$	(23	)	$	(0.08	)
Pension settlement charge – Q3	(9		)	(6		)	(0.02		)
Income tax benefit - Q4	—			24			0.08
Bond redemption - Q4	—			(12		)	(0.04		)
Year 2013	$	(32	)	$	(17	)	$	(0.06	)

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.     CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Based on an evaluation of the effectiveness of Praxair’s disclosure controls and procedures, which was made under the supervision and with the participation of management, including Praxair’s principal executive officer and principal financial officer, the principal executive officer and principal financial officer have each concluded that, as of the end of the annual period covered by this report, such disclosure controls and procedures are effective in ensuring that information required to be disclosed by Praxair in reports that it files under the Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and accumulated and communicated to management including Praxair’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Praxair’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of management, including the company’s principal executive officer and principal financial officer, Praxair conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (often referred to as COSO). Based on this evaluation, management concluded that the company’s internal control over financial reporting was effective as of December 31, 2014.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued their opinion on the company’s internal control over financial reporting as of December 31, 2014 as stated in their report in Item 8.

Changes in Internal Control over Financial Reporting

There were no changes in Praxair’s internal control over financial reporting that occurred during the fourth quarter of 2014 that have materially affected, or are reasonably likely to materially affect, Praxair’s internal control over financial reporting.

ITEM 9B.     OTHER INFORMATION

None.

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PART III

ITEM 10.     DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Certain information required by this item is incorporated herein by reference to the sections captioned “The Board of Directors”, “Executive Officers” and “Corporate Governance And Board Practices-Section 16(a) Beneficial Ownership Reporting Compliance” in Praxair’s Proxy Statement for the Annual Meeting of Shareholders to be held on April 28, 2015.

Identification of the Audit Committee

Praxair has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 as amended (the “Exchange Act”). The members of that Audit Committee are Ira D. Hall, Chairman, Nance K. Dicciani, Raymond W. LeBoeuf, Larry D. McVay and Denise L. Ramos.

Audit Committee Financial Expert

The Praxair Board of Directors has determined that each of, Raymond W. LeBoeuf, Ira D. Hall and Denise L. Ramos is an “audit committee financial expert” as defined by Item 407(d)(5)(ii) of Regulation S-K of the Exchange Act and is independent within the meaning of the independence standards adopted by the Board of Directors and those of the New York Stock Exchange.

Code of Ethics

Praxair has adopted a code of ethics that applies to the company’s directors and all employees, including its Chief Executive Officer, Chief Financial Officer, and Controller. This code of ethics has been approved by the Praxair Board of Directors and is named the “Compliance with Laws and Business Integrity and Ethics Policy”. To assist employees and directors in complying with this code of ethics, management, from time to time, develops specific standards implementing certain provisions of the code which standards are contained in Praxair’s “Standards of Business Integrity.” Both documents are posted on the company’s public website, www.praxair.com.

ITEM 11.     EXECUTIVE COMPENSATION

Information required by this item is incorporated herein by reference to the sections captioned “Executive Compensation” and “Director Compensation” in Praxair’s Proxy Statement for the Annual Meeting of Shareholders to be held on April 28, 2015.

ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Equity Compensation Plans Information – The table below provides information as of December 31, 2014 about company stock that may be issued upon the exercise of options, warrants and rights granted to employees or members of Praxair’s Board of Directors under present and former equity compensation plans, including plans approved by shareholders and one plan which has not been approved by shareholders, the 1996 Praxair, Inc. Performance Incentive Plan ("the 1996 Plan"). The equity compensation plan not approved by shareholders was terminated in March 2001 and directors and officers of the company were not eligible to participate in that plan. Shareholder approval of that plan was not required under applicable NYSE rules. The 1996 Plan provided for granting nonqualified or incentive stock options, stock grants, performance awards and other stock related incentives for key employees. The exercise price under the 1996 Plan was equal to the closing price of Praxair’s common stock on the date of grant. Options that were granted under this plan became exercisable after one or more years after the date of grant and the option term was no more than ten years.

102

EQUITY COMPENSATION PLANS TABLE

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by shareholders	12,121,179	(1)	$	80.65	7,982,085
Equity compensation plans not approved by shareholders	—		—		—
Total	12,121,179		$	80.65	7,982,085

________________________

(1) This amount includes 307,159 restricted shares and 832,860 performance shares. Up to an additional 700,345 performance shares could be issued if performance goals are achieved at the maximum specified targets. See Note 15 to the consolidated financial statements.

Certain information required by this item regarding the beneficial ownership of the Company’s common stock is incorporated herein by reference to the section captioned “Share Ownership” in Praxair’s Proxy Statement for the Annual Meeting of Shareholders to be held on April 28, 2015.

ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Information required by this item is incorporated herein by reference to the sections captioned “Corporate Governance And Board Practices – Review, Approval or Ratification of Transactions with Related Persons,” “Corporate Governance And Board Practices – Certain Relationships and Transactions,” and “Corporate Governance And Board Practices – Director Independence” in Praxair’s Proxy Statement for the Annual Meeting of Shareholders to be held on April 28, 2015.

ITEM 14.     PRINCIPAL ACCOUNTING FEES AND SERVICES

Information required by this item is incorporated herein by reference to the section captioned “The Independent Auditor” in Praxair’s Proxy Statement for the Annual Meeting of Shareholders to be held on April 28, 2015.

103

PART IV

ITEM 15.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this report:

(1) The company’s 2014 Consolidated Financial Statements and the Report of the Independent Registered Public Accounting Firm are included in Part II, Item 8. Financial Statements and Supplementary Data.

(2) Financial Statement Schedules – All financial statement schedules have been omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

(3) Exhibits – The exhibits filed as part of this Annual Report on Form 10-K are listed in the accompanying index.

104

SIGNATURES

Praxair, Inc. and Subsidiaries

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		PRAXAIR, INC.
		(Registrant)
Date: February 25, 2015	By:	/s/    ELIZABETH T. HIRSCH
		Elizabeth T. Hirsch Vice President and Controller (On behalf of the Registrant and as Chief Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February 25, 2015.

/s/    STEPHEN F. ANGEL	/s/    MATTHEW J. WHITE	/s/    NANCE K. DICCIANI
Stephen F. Angel Chairman, President, Chief Executive Officer and Director	Matthew J. White Senior Vice President and Chief Financial Officer	Nance K. Dicciani Director
/s/    EDWARD G. GALANTE	/s/    CLAIRE W. GARGALLI	/s/    IRA D. HALL
Edward G. Galante Director	Claire W. Gargalli Director	Ira D. Hall Director
/s/    RAYMOND W. LEBOEUF	/s/    LARRY D. MCVAY	/s/    WAYNE T. SMITH
Raymond W. LeBoeuf Director	Larry D. McVay Director	Wayne T. Smith Director
/s/    OSCARDE PAULA  BERNARDES	/s/    ROBERT L. WOOD	/s/    Denise L. Ramos
Oscar de Paula Bernardes Director	Robert L. Wood Director	Denise L. Ramos Director

105

INDEX TO EXHIBITS

Praxair, Inc. and Subsidiaries

Exhibit No.	Description
3.01	Restated Certificate of Incorporation of Praxair, Inc. as filed with the Secretary of State of the State of Delaware on April 27, 2012 (Filed as Exhibit 3.01 to the Company’s Current Report on Form 8-K dated April 30, 2012, Filing No. 1-11037, and incorporated herein by reference).
3.02	Amended and Restated By-Laws of Praxair, Inc. (Filed as Exhibit 3.02 to the Company’s Current Report on Form 8-K dated April 30, 2012, Filing No. 1-11037, and incorporated herein by reference).
3.03	Certificate of Designations for the 7.48% Cumulative Preferred Stock, Series A (Filed on February 13, 1997 as Exhibit 3.3 to Amendment #1 to the Company’s Registration Statement on Form S-3, Registration No. 333-18141).
3.04	Certificate of Designations for the 6.75% Cumulative Preferred Stock, Series B (Filed on February 13, 1997 as Exhibit 3.4 to Amendment #1 to the Company’s Registration Statement on Form S-3, Registration No. 333-18141).
4.01	Common Stock Certificate (Filed as Exhibit 4.01 to the Company’s Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
4.02	Indenture, dated as of July 15, 1992, between Praxair, Inc. and U.S. Bank National Association, as the ultimate successor trustee to Bank of America, Illinois, formerly Continental Bank, National Association (Filed as Exhibit 4 to the Company’s Current Report on Form 8-K dated March 19, 2007, Filing No. 1-11037, and incorporated herein by reference).
4.03	Copies of the agreements relating to long-term debt which are not required to be filed as exhibits to this Annual Report on Form 10-K will be furnished to the Securities and Exchange Commission upon request.
4.04	Series A Preferred Stock Certificate (Filed on February 7, 1997 as Exhibit 4.3 to Amendment #1 to the Company’s Registration Statement on Form S-3, Registration No. 333-18141).
4.05	Series B Preferred Stock Certificate (Filed on February 7, 1997 as Exhibit 4.4 to Amendment #1 to the Company’s Registration Statement on Form S-3, Registration No. 333-18141).
*10.01	Restated 2002 Praxair, Inc. Long Term Incentive Plan (Filed as Exhibit 10.01 to the Company’s 2003 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.01a	Amendment, dated as of October 24, 2006, to the Amended and Restated 2002 Praxair, Inc. Long Term Incentive Plan (Filed as Exhibit 10.01a to the Company’s 2006 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.01b	Amendment, dated as of January 23, 2007, to the Amended and Restated 2002 Praxair, Inc. Long Term Incentive Plan (Filed as Exhibit 10.01b to the Company’s 2006 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.01c	Form of Standard Option Award under the 2002 Praxair, Inc. Long Term Incentive Plan (Filed as Exhibit 10.01c to the Company’s 2007 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.01d	Form of Transferable Option Award under the 2002 Praxair, Inc. Long Term Incentive Plan (Filed as Exhibit 10.01d to the Company’s 2007 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).

106

Exhibit No.	Description
*10.02	Form of Executive Severance Compensation Agreement effective January 1, 2009 (Filed as Exhibit 10.02 to the Company’s 2008 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.02a	Form of Amendment, effective December 31, 2012, to Executive Severance Compensation Agreements that were effective January 1, 2009 (Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated December 14, 2012, Filing No. 1-11037, and incorporated herein by reference.
*10.02b	Form of Executive Severance Compensation Agreement effective January 1, 2010 (Filed as Exhibit 10.02 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, Filing No. 1-11037, and incorporated herein by reference).
*10.02c	Form of Amendment, effective December 31, 2012, to Executive Severance Compensation Agreements that were effective January 1, 2010 (Filed as Exhibit 10.02c to the Company’s 2012 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.02d	Form of Executive Severance Compensation Agreement effective January 1, 2013 (Filed as Exhibit 10.02d to the Company’s 2012 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.03	Praxair, Inc. Variable Compensation Plan amended and restated effective April 24, 2012 (Filed as Exhibit 10.01 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, Filing No. 1-11037, and incorporated herein by reference).
*10.04	Amended and Restated 1995 Stock Option Plan for Non-Employee Directors (Filed as Exhibit 10.04 to the Company’s 2003 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.04a	First Amendment, dated as of October 24, 2006, to the Amended and Restated 1995 Stock Option Plan for Non-Employee Directors (Filed as Exhibit 10.04a to the Company’s 2006 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.04b	2005 Equity Compensation Plan for Non-Employee Directors of Praxair, Inc. amended and restated effective January 26, 2010 (Filed as Exhibit 10.04b to the Company’s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.04c	Form of Option Award under the 2005 Equity Compensation Plan for Non-Employee Directors of Praxair, Inc (Filed as Exhibit 10.04a to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, Filing No. 1-11037, and incorporated herein by reference).
*10.05a	Praxair, Inc. Supplemental Retirement Income Plan A effective January 1, 2008 (Filed as Exhibit 10.05a to the Company’s 2008 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.05b	First amendment to the Praxair, Inc. Supplemental Retirement Income Plan A effective January 1, 2010 (Filed as Exhibit 10.05b to the Company’s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.05c	Praxair, Inc. Supplemental Retirement Income Plan B amended and restated effective December 31, 2007 (Filed as Exhibit 10.05b to the Company’s 2008 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.05d	First amendment to the Praxair, Inc. Supplemental Retirement Income Plan B effective January 1, 2010 (Filed as Exhibit 10.05d to the Company’s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.05e	Second Amendment to Praxair, Inc. Supplemental Retirement Income Plan B effective July 1, 2012 (Filed as Exhibit 10.05e to the Company’s 2012 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.05f	Praxair, Inc. Equalization Benefit Plan amended and restated effective December 31, 2007 (Filed as Exhibit 10.05c to the Company’s 2008 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).

107

Exhibit No.	Description
*10.05g	First amendment to the Praxair, Inc. Equalization Benefit Plan amended and restated effective January 1, 2010 (Filed as Exhibit 10.05f to the Company’s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.06	Praxair, Inc. Director’s Fees Deferral Plan amended and restated effective January 26, 2010 (Filed as Exhibit 10.06 to the Company’s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.07	Praxair, Inc. Compensation Deferral Program Amended and Restated as of July 15, 2014 (Filed as Exhibit 10.01 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, Filing No. 1-11037, and incorporated herein by reference).
10.08	Transfer Agreement dated January 1, 1989, between Union Carbide Corporation and the registrant (Filed as Exhibit 10.06 to the Company’s Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
10.08a	Amendment No. 1 dated as of December 31, 1989, to the Transfer Agreement (Filed as Exhibit 10.07 to the Company’s Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
10.08b	Amendment No. 2 dated as of July 2, 1990, to the Transfer Agreement (Filed as Exhibit 10.08 to the Company’s Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
10.08c	Amendment No. 3 dated as of January 2, 1991, to the Transfer Agreement (Filed as Exhibit 10.09 to the Company’s Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
10.09	Transfer Agreement dated January 1, 1989, between Union Carbide Corporation and Union Carbide Coatings Service Corporation (Filed as Exhibit 10.14 to the Company’s Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
10.09a	Amendment No. 1 dated as of December 31, 1989, to the Transfer Agreement (Filed as Exhibit 10.15 to the Company’s Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
10.09b	Amendment No. 2 dated as of July 2, 1990, to the Transfer Agreement (Filed as Exhibit 10.16 to the Company’s Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
10.10	Additional Provisions Agreement dated as of June 4, 1992 (Filed as Exhibit 10.21 to the Company’s Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
10.11	Amended and Restated Realignment Indemnification Agreement dated as of June 4, 1992 (Filed as Exhibit 10.23 to the Company’s Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
10.12	Environmental Management, Services and Liabilities Allocation Agreement dated as of January 1, 1990 (Filed as Exhibit 10.13 to the Company’s Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
10.12a	Amendment No. 1 to the Environmental Management, Services and Liabilities Allocation Agreement dated as of June 4, 1992 (Filed as Exhibit 10.22 to the Company’s Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
10.13	Danbury Lease-Related Services Agreement dated as of June 4, 1992 (Filed as Exhibit 10.24 to the Company’s Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
10.13a	First Amendment to Danbury Lease-Related Services Agreement (Filed as Exhibit 10.13a to the Company’s 1994 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).

108

Exhibit No.	Description
10.14	Danbury Lease Agreements, as amended (Filed as Exhibit 10.26 to the Company’s Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
10.14a	Second Amendment to Linde Data Center Lease (Danbury) (Filed as Exhibit 10.14a to the Company’s 1993 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
10.14b	Fourth Amendment to Carbide Center Lease (Filed as Exhibit 10.14b to the Company’s 1993 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
10.14c	Third Amendment to Linde Data Center Lease (Filed as Exhibit 10.14c to the Company’s 1994 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
10.14d	Fifth Amendment to Carbide Center Lease (Filed as Exhibit 10.14d to the Company’s 1994 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
10.14e	Sixth Amendment to Carbide Center Lease (Filed as Exhibit 10.14e to the Company’s 2004 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
10.15	Employee Benefits Agreement dated as of June 4, 1992 (Filed as Exhibit 10.25 to the Company’s Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
10.15a	First Amendatory Agreement to the Employee Benefits Agreement (Filed as Exhibit 10.15a to the Company’s 1994 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
10.16	Tax Disaffiliation Agreement dated as of June 4, 1992 (Filed as Exhibit 10.20 to the Company’s Registration Statement on Form 10, Filing No. 1-11037, and incorporated herein by reference).
10.17	Credit Agreement dated as of December 19, 2014 among Praxair, Inc. and the Eligible Subsidiaries Referred to therein, the Lenders listed therein, and Bank of America, N.A., as Administrative Agent, Citibank N.A., Deutsche Bank Securities Inc. and HSBC Securities (USA) Inc., as Syndication Agents was filed as Exhibit 10.1 to the Company’s current report on Form 8-K, dated December 22, 2014, Filing No. 1-11037, and is incorporated herein by reference.
*10.18	Praxair, Inc. Plan for Determining Performance-Based Awards Under Section 162(m) (included as Appendix 3 to the Company’s definitive proxy statement for its 2011 annual meeting of shareholders filed on March 16, 2011 and incorporated herein by reference).
*10.19	Service Credit Arrangement for Stephen F. Angel dated May 23, 2007 was filed as Exhibit 10.20 to the Company’s Form 8-K filed on May 24, 2007 and is incorporated herein by reference.
*10.20	2009 Praxair, Inc. Long Term Incentive Plan as amended on April 27, 2010, January 25, 2011 and October 23, 2012 was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated December 14, 2012 Filing No. 1-11037, and incorporated herein by reference.
*10.21	Form of Standard Option Award under the 2009 Praxair, Inc. Long Term Incentive Plan (Filed as Exhibit 10.22 to the Company’s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).

109

Exhibit No.	Description
*10.22	Form of Transferable Option Award under the 2009 Praxair, Inc. Long Term Incentive Plan (Filed as Exhibit 10.23 to the Company’s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.23	Form of Restricted Stock Unit Award under the 2009 Praxair, Inc. Long Term Incentive Plan (Filed as Exhibit 10.24 to the Company’s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.24a	Form of Performance Share Unit Award under the 2009 Praxair, Inc. Long Term Incentive Plan for grants made from 2010-2013 (Filed as Exhibit 10.25 to the Company’s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.24b	Form of Performance Share Unit Award under the 2009 Praxair, Inc. Long Term Incentive Plan for grants made in 2013-2014 with Earnings Per Share performance metrics (Filed as Exhibit 10.24b to the Company’s 2012 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.24c	Form of Performance Share Unit Award under the 2009 Praxair, Inc. Long Term Incentive Plan for grants made in 2013-2014 with Return on Capital performance metrics (Filed as Exhibit 10.24c to the Company’s 2012 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference).
*10.25	Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan (Filed as Exhibit 10.01 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, Filing No. 1-11037, and incorporated herein by reference).
*10.26	Form of Transferable Option Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants made in 2015 and thereafter is filed herewith.
*10.27	Form of Restricted Stock Unit Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants made in 2015 and thereafter is filed herewith.
*10.28a	Form of Performance Share Unit Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants made in 2015 and thereafter with Earnings Per Share performance metrics is filed herewith.
*10.28b	Form of Performance Share Unit Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants made in 2015 and thereafter with Return on Capital performance metrics is filed herewith.
*10.29	Letter of Clarification of Certain Pension Benefits dated October 26, 2010 between the Company and James T. Breedlove (Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, Filing No. 1-11037, and incorporated herein by reference).
10.30	Form of Standard Underwriting Agreement Provisions was filed as Exhibit 1.1 to the Company’s Form S-3 filed on August 8, 2012, and is incorporated herein by reference.
10.31	Terms Agreement dated February 1, 2012 among the Company, Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the underwriters named therein for the issuance and sale of $600,000,000 2.450% Notes due 2022, was filed as Exhibit 1 to the Company’s Current Report on Form 8-K, dated February 6, 2012, Filing No. 1-11037, and incorporated herein by reference.
10.32	Terms Agreement dated July 30, 2012 among the Company, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named therein for the issuance and sale of $500,000,000 2.20% Notes due August 15, 2022, was filed as Exhibit 1 to the Company’s Current Report on Form 8-K, dated August 2, 2012, Filing No. 1-11037, and incorporated herein by reference.
10.33	Terms Agreement dated November 2, 2012 among the Company, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and RBS Securities Inc., as representatives of the underwriters named therein for the issuance and sale of $400,000,000 1.05% Notes due 2017, and $300,000,000 3.55% Notes due 2042, was filed as Exhibit 1 to the Company’s Current Report on Form 8-K, dated November 7, 2012, Filing No. 1-11037, and incorporated herein by reference.

110

Exhibit No.	Description
10.34	Terms Agreement dated February 13, 2013 among the Company, HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Mitsubishi UFJ Securities (USA), Inc., as representatives of the underwriters named therein for the issuance and sale of $400,000,000 0.75% Notes due 2016, and $500,000,000 aggregate principal amount of its 2.70 % Notes due 2023, was filed as Exhibit 1 to the Company’s Current Report on Form 8-K, dated February 19, 2013, Filing No. 1-11037, and incorporated herein by reference.
10.35	Terms Agreement dated February 27, 2013 between the Company and Citigroup Global Markets Inc., the underwriter named therein for the issuance and sale of $500,000,000 1.200% Notes due 2018, was filed as Exhibit 1 to the Company’s Current Report on Form 8-K, dated March 4, 2013, Filing No. 1-11037, and incorporated herein by reference.
10.36	Terms Agreement dated April 29, 2013 among the Company, Citigroup Global Markets Inc. , Credit Suisse Securities (USA) LLC and RBS Securities Inc., as representatives of the underwriters named therein for the issuance and sale of $475,000,000 1.250% Notes due 2018 and $175,000,000 3.550% Notes due 2042, was filed as Exhibit 1 to the Company’s Current Report on Form 8-K, dated April 30, 2013, Filing No. 1-11037, and incorporated herein by reference.
10.37	Terms Agreement dated November 4, 2013 between the Company and Citigroup Global Markets Inc., the underwriter named therein for the issuance and sale of $500,000,000 1.900% Notes due 2019, was filed as Exhibit 1 to the Company’s Current Report on Form 8-K, dated November 5, 2013, Filing No 1-11037, and incorporated herein by reference.
10.38	Terms Agreement dated March 4, 2014 among the Company and Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, London Branch and HSBC Bank plc, acting on behalf of the several underwriters for the issuance and sale of €600,000,000 1.500% Notes due 2020, was filed as Exhibit 1 to the Company’s current report on Form 8-K dated March 5, 2014, Filing No. 1-11037, and incorporated herein by reference.
10.39	Terms Agreement dated November 21, 2014 among the Company and Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, HSBC Bank plc and Merrill Lynch International, acting on behalf of the several underwriters for the issuance and sale of €500,000,000 1.625% Notes due 2025, was filed as Exhibit 1 to the Company’s current report on Form 8-K dated November 24, 2014, Filing No. 1-11037, and incorporated herein by reference.
12.01	Computation of Ratio of Earnings to Fixed Charges.
21.01	Subsidiaries of Praxair, Inc.
23.01	Consent of Independent Registered Public Accounting Firm.
31.01	Rule 13a-14(a) Certification
31.02	Rule 13a-14(a) Certification
32.01	Section 1350 Certification (such certifications are furnished for the information of the Commission and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act).
32.02	Section 1350 Certification (such certifications are furnished for the information of the Commission and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act).
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

111

Exhibit No.	Description
101.DEF	XBRL Taxonomy Extension Definition Linkbase

Copies of exhibits incorporated by reference can be obtained from the SEC and are located in SEC File No. 1-11037.

*    Indicates a management contract or compensatory plan or arrangement.

112

EX-10.26

Praxair, Inc. and Subsidiaries

EXHIBIT 10.26

NONQUALIFIED STOCK OPTION AWARD

UNDER THE

AMENDED AND RESTATED 2009 PRAXAIR, INC.

LONG TERM INCENTIVE PLAN

Effective as of [___] (the “Grant Date”), [___] (the “Participant”) is hereby granted the following Nonqualified Stock Option Award (the “Award”) under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan (the “Plan”), subject to the terms and conditions of the Plan, which are incorporated herein by reference, and those set forth below. The Plan shall control in the event of any conflict between the terms and conditions of the Plan and those set forth in this Award.

This Award has been conveyed and will be managed online, and the Participant’s online acceptance and acknowledgement of this Award constitutes his or her acceptance of all of the terms and conditions of the Plan and this Award. A copy of the Plan has been made available to the Participant, and the Participant hereby acknowledges that he or she has read and understands the Plan and this Award.

Capitalized terms used herein and not defined shall have the meanings set forth in the Plan, as the same may be amended from time to time. For purposes of this Award, Praxair, Inc. (the “Company”) and its Subsidiaries are collectively referred to herein as “Praxair.”

1. Grant of Option. The Company hereby grants to Participant, as of the Grant Date, a Nonqualified Stock Option to purchase all or any part of the aggregate of [__]Shares (the “Option Shares”) at the Option Price of[$ ___] per Share. This Award will be exercisable only as hereinafter provided.

2. Expiration Date. Except as otherwise provided herein, this Award shall expire on the tenth anniversary of the Grant Date and in no event may this Award be exercised on or after such date.

3. Exercisability; Treatment upon Termination of Service.

a. Exercisability Generally. Except as otherwise provided in either the Plan or this Section 3, this Award shall become exercisable as to [__] of the Option Shares on each of the [__] anniversaries of the Grant Date. Once this Award has become exercisable, it shall continue to be exercisable until the earlier of its expiration date or the termination of the Participant’s rights hereunder pursuant to either the Plan or this Award. In the event that the number of Option Shares is not evenly divisible by [__], the remaining amount shall be added to the last vesting period. Notwithstanding the foregoing, this Award shall become immediately vested and exercisable as to all of the Option Shares upon the occurrence of the Participant’s death while the Participant remains actively employed by Praxair and shall become vested and exercisable in the event of a Change in Control in accordance with Section 3.b.v. below.

b. Termination of Employment. This Award is exercisable by the Participant only while the Participant is in active employment with Praxair and will be immediately forfeited upon the effective date of the Participant’s termination of employment with Praxair (an individual who is employed by a Subsidiary shall be deemed to have terminated employment for purposes of this Award at such time as the employing entity ceases to be a Subsidiary), except that this Award shall continue to be exercisable following the effective date of the Participant’s termination of employment with Praxair as follows:

i. Death. In the event the Participant’s employment terminates by reason of his or her death, this Award shall continue to be exercisable by the Participant’s executor, administrator, or legal representative at any time prior to the earlier of the third anniversary of the Participant’s death or the Award’s expiration date and thereafter shall be forfeited.

ii. Total and Permanent Disability. In the event the Participant becomes Totally and Permanently Disabled while employed by Praxair, this Award shall continue to be exercisable at any time prior to its expiration date; provided, however, that following the determination of the Participant’s Total and Permanent Disability, this Award shall only become exercisable in accordance with Section 3.a. For

purposes of this Award, the Participant shall be “Totally and Permanently Disabled” if the Participant is determined to be unable to engage in any substantial gainful activity because of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

iii. Termination After Satisfying Age/Service Requirement. In the case of the Participant’s termination of employment with Praxair for any reason other than for cause, and not due to the Participant’s death or Total and Permanent Disability, after: (A) attaining age 65; (B) attaining age 62 and completing at least 10 years of employment with Praxair; or (C) having accumulated 85 points, where each year of the Participant’s age and each year of employment with Praxair, count for one point (collectively, the “Age/Service Requirement”), this Award shall continue to be exercisable at any time prior to its expiration date; provided, however, that following the Participant’s satisfaction of the Age/Service Requirement, this Award shall only become exercisable in accordance with Section 3.a.; and provided further, that in the event of the Participant’s termination of employment with Praxair prior to the first anniversary of the Grant Date, regardless of satisfying the Age/Service Requirement, this Award shall never become vested and exercisable and shall be immediately forfeited upon the effective date of the Participant’s termination of employment with Praxair.

iv. Termination by Action of Praxair Other than for Cause. In the event of the Participant’s termination of employment by action of Praxair other than for cause prior to the Participant’s satisfaction of the Age/Service Requirement and not due to the Participant’s death or Total and Permanent Disability, this Award shall continue to be exercisable by the Participant at any time prior to the earlier of the third anniversary of the effective date of the Participant’s termination or the Award’s expiration date and thereafter shall be forfeited; provided, however, that following such termination of the Participant’s employment, this Award shall only become exercisable in accordance with Section 3.a.; and provided further, that in the event such termination of the Participant’s employment by Praxair occurs prior to the first anniversary of the Grant Date, this Award shall never become exercisable and shall be immediately forfeited upon the effective date of such termination of the Participant’s employment. For purposes of this Award only, the Participant’s termination by action of Praxair for cause, shall include, but not be limited to, the Participant’s termination by action of Praxair for violation of Praxair’s Standards of Business Integrity (or any superseding integrity policy) or poor performance.

v. Termination following a Change in Control. Notwithstanding any other provision of this Award to the contrary, in the event the Participant’s employment with Praxair or any successor thereto is terminated (a) by action of Praxair other than for Cause or (b) by Participant with Good Reason, in each case, within two (2) years following the Change in Control, this Award shall become immediately vested and exercisable as to all of the Option Shares and shall continue to be exercisable by the Participant at any time prior to the earlier of the first anniversary of the effective date of the Participant’s termination or the Award’s expiration date and thereafter shall be forfeited.

(A) For purposes of this Section 3.b.v., “Cause” shall have the meaning set forth in the Participant’s employment agreement or severance compensation agreement, in either case, as in effect immediately before the Change in Control, provided, however, that in the absence of any such agreement or in the event that such agreement does not contain a definition of “Cause,” Cause shall include, but not be limited to, violation of Praxair’s Standards of Business Integrity (or any superseding integrity policy) or poor performance.

(B) For purposes of this Section 3.b.v., “Good Reason” shall have the meaning set forth in the Participant’s employment agreement or severance compensation agreement, in either case, as in effect immediately before the Change in Control, provided, however, that in the absence of such any such agreement or in the event that such agreement does not contain a definition of “Good Reason,” Good Reason shall mean, without the Participant’s express written consent, (a) a reduction in the annual rate of base salary as in effect immediately prior to the date of the Change in Control or as the same may be increased from time to time thereafter, unless such reduction is part of a policy, program or arrangement that is applicable on a nondiscriminatory basis to the Participant and other similarly situated executives employed by Praxair or its successors or (b) the assignment of any duties or responsibilities or diminution of duties or responsibilities which in the Participant’s

reasonable judgment are inconsistent with the Participant’s status or position with Praxair in effect immediately prior to the Change in Control, provided, however, that Good Reason shall not exist unless the Participant provides Praxair with a notice of termination not later than 60 days after the occurrence of the event giving rise to Good Reason and Praxair fails to remedy such condition to the Participant’s reasonable satisfaction within 30 days of such notice.

4. Transferability.

a. This Award is not transferable other than:

i. in the event of the Participant’s death, in which case this Award shall be transferred to the Participant’s executor, administrator, or legal representative, or

ii. if the Participant has met the Company’s stock ownership guidelines applicable to him/her at the time of such proposed transfer, by the Participant, as a gift and without consideration, in whole or in parts to;

(A) the Participant’s spouse, children (including by adoption), stepchildren or grandchildren (“immediate family members”),

(B) a partnership in which such immediate family members are the only partners, or

(C) a trust for the exclusive benefit of such immediate family members; or

iii. in the case of a transferee’s or distributee’s death, to his/her estate, in which case this Award may be exercised only by the executor or administrator of such estate and shall not be subject to further transfer; or

iv. pursuant to a domestic relations order.

b. Any transfer of this Award, in whole or in part, is subject to acceptance by the Company in its sole discretion and shall be affected according to such procedures as the Company’s Chief Human Resources Officer may establish.

c. The provisions of this Award, relating to the Participant, shall apply to this Award notwithstanding any transfer to a third party.

5. Exercise of Option.

a. Notice of Exercise. This Award may be exercised by the delivery of a notice of exercise to the Company or an agent designated by the Company in a form specified or accepted by the Committee, or by complying with any alternative procedures which may be authorized by the Committee, setting forth the number of Option Shares with respect to which the Award is to be exercised, accompanied by full payment for the Option Shares. The Award may be exercised only in a whole number of Shares.

b. Exercise Price Payment. A condition of the issuance of the Shares as to which this Award is exercised shall be the payment of the Option Price. The Option Price shall be payable to the Company in full either: (i) in cash or its equivalent; (ii) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Market Price at the time of exercise equal to the Option Price (provided that the Shares that are tendered may be subject to a minimum holding period, as determined by the Committee in its discretion, prior to their tender to satisfy the Option Price if acquired under this Plan or any other compensation plan maintained by the Company or have been purchased on the open market); (iii) by having the Company withhold Shares that otherwise would be delivered to the exerciser pursuant to the exercise of the Option having a value equaling the aggregate Option Price due; (iv) by a cashless (broker-assisted) exercise; (v) by a combination of (i), (ii), (iii) and/or (iv); or (vi) any other method approved or accepted by the Committee in its sole discretion. Unless otherwise determined by the Committee, all payments under all of the methods indicated above shall be paid in United States dollars.

c. Taxes. To enable Praxair to meet any applicable federal, state, city, local or foreign withholding tax requirements arising as a result of the exercise of the Award, the exerciser shall pay Praxair the amount of tax to be withheld, if any, in cash or by having Praxair withhold Shares that would otherwise be delivered pursuant to the exercise of the Award, provided that, if Shares are so withheld, they shall be withheld only up to the minimum required tax withholding rates or such other rate that will not trigger a negative accounting impact on Praxair. The value of any Shares so withheld shall be the Share price at the time of exercise. Praxair reserves the right to (i) disapprove an exerciser’s election to utilize any of the alternatives under this Section, and (ii) to delay the completion of any exercise of this Award until the applicable withholding tax has been paid.

d. Delivery of Shares. Upon the exercise of an Award with respect to a part or all of the Option Shares in the manner and within the time herein provided, the Company shall issue and deliver to the exerciser, the number of Shares with respect to which the Award was exercised. Notwithstanding any provision of the Plan or this Award to the contrary, such Shares shall be subject to applicable Praxair policies as from time to time in effect, including but not limited to, Praxair’s insider trading and Executive Stock Ownership Policies.

6. Other Terms and Conditions. It is understood and agreed that the Award evidenced hereby is subject to the following terms and conditions:

a. No Right to Continued Employment. This Award shall not confer upon the Participant any right with respect to continuance of employment by Praxair nor shall this Award interfere with the right of Praxair to terminate the Participant’s employment.

b. No Right to Future Awards. The selection of recipients of Awards under the Plan is determined annually on the basis of several factors, including job responsibilities and anticipated future job performance. The Participant’s selection to receive this Award shall in no way entitle him/her to receive, or otherwise obligate the Company to provide the Participant, any future option Award or other award under the Plan or otherwise.

c. Cancellation of Award. Notwithstanding any other provision of this Award, the Committee may, in its sole discretion, cancel, rescind, suspend, withhold, or otherwise limit or restrict this Award, and/or recover any gains realized by the Participant in connection with this Award, in the event of any actions by the Participant are determined by the Committee to (a) constitute a conflict of interest with Praxair, (b) be prejudicial to Praxair’s interests, or (c) violate any non-compete agreement or obligation of the Participant to Praxair, any confidentiality agreement or obligation of the Participant to Praxair, Praxair’s applicable policies, or the Participant’s terms and conditions of employment.

d. Clawback. This Award shall be subject to the clawback or recapture policy, if any, that Praxair may adopt from time to time to the extent provided in such policy and, in accordance with such policy, may be subject to the requirement that this Award be repaid to Praxair after it has been distributed or paid to the Participant.

e. Governing Law. This Award shall be governed by and construed in accordance with the laws of Connecticut, without giving effect to principles of conflict of laws.

f. No Third Party Beneficiaries. Except as expressly provided in the Plan or herein, neither the Plan nor this Award will confer on any person other than Praxair and the Participant any rights or remedies under the Plan or hereunder.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its proper officer hereunto duly authorized, as of the day and year first hereinabove written.

Praxair, Inc.

By

EX-10.27

Praxair, Inc. and Subsidiaries

EXHIBIT 10.27

RESTRICTED STOCK UNIT AWARD

UNDER THE

AMENDED AND RESTATED 2009 PRAXAIR, INC.

LONG TERM INCENTIVE PLAN

Effective as of [__] (the “Grant Date”), [____] (the “Participant”) is hereby granted the following Restricted Stock Unit (“RSU”) Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan (the “Plan”), subject to the terms and conditions of the Plan, which are incorporated herein by reference, and those set forth below. The Plan shall control in the event of any conflict between the terms and conditions of the Plan and those set forth in this Award.

This Award has been conveyed and will be managed online, and the Participant’s online acceptance and acknowledgement of this Award constitutes his or her acceptance of all of the terms and conditions of the Plan and this Award. A copy of the Plan has been made available to the Participant, and the Participant hereby acknowledges that he or she has read and understands the Plan and this Award.

Capitalized terms used herein and not defined shall have the meanings set forth in the Plan, as the same may be amended from time to time. For purposes of this Award, Praxair, Inc. (the “Company”) and its Subsidiaries are collectively referred to herein as “Praxair”.

1. Award of Restricted Stock Units. The Participant is hereby granted an award of [___] notional RSUs (the “Award”). Each RSU represents a bookkeeping entry which is intended to be equal in value to a single Share.

2. Vesting of Award; Treatment upon Termination of Service or Change in Control.

a. Vesting Generally. Except as otherwise provided in either the Plan or Section 2.b., this Award shall vest on the [___] anniversary of the Grant Date, if, and only if, the Participant has remained continuously employed by Praxair at all times from the Grant Date through the [__] anniversary of the Grant Date (a Participant who is employed by a Subsidiary shall be deemed to have terminated employment by action of Praxair other than for cause for purposes of this Award at such time as the employing entity ceases to be a Subsidiary).

b. Death, Disability, or Termination by Action of Praxair Other than for Cause. Notwithstanding Section 2.a., this Award shall become immediately vested in the event of any of the following:

(i) the Participant’s employment by Praxair terminates after the Grant Date, but prior to the [__] anniversary of the Grant Date by reason of the Participant’s death;

(ii) the Participant becomes Totally and Permanently Disabled (as defined below) after the Grant Date but prior to the [__] anniversary of the Grant Date and while the Participant is employed by Praxair; or

(iii) the Participant’s employment by Praxair terminates prior to the [__] anniversary of the Grant Date, by reason of the Participant’s termination of employment by action of Praxair other than for cause.

For purposes of this Award: (x) a Participant shall be “Totally and Permanently Disabled” if the Participant is determined by Praxair to be unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; and (y) the Participant’s termination by action of Praxair for cause, shall include, but not be limited to, the Participant’s termination by action of Praxair for violation of Praxair’s Standards of Business Integrity (or any superseding integrity policy) or poor performance.

c. Change in Control. Notwithstanding any provision of this Section 2 to the contrary, this Award shall become immediately vested in the event the Participant’s employment with Praxair or any successor thereto is

terminated (a) by action of Praxair other than for Cause or (b) by the Participant with Good Reason, in each case, within two (2) years following the Change in Control but prior to the [___] anniversary of the Grant Date.

(i) For purposes of this Section 2.c., “Cause” shall have the meaning set forth in the Participant’s employment agreement or severance compensation agreement, in either case, as in effect immediately before the Change in Control, provided, however, that in the absence of any such agreement or in the event that such agreement does not contain a definition of “Cause,” Cause shall include, but not be limited to, violation of Praxair’s Standards of Business Integrity (or any superseding integrity policy) or poor performance.

(ii) For purposes of this Section 2.c., “Good Reason” shall have the meaning set forth in the Participant’s employment agreement or severance compensation agreement, in either case, as in effect immediately before the Change in Control, provided, however, that in the absence of such any such agreement or in the event that such agreement does not contain a definition of “Good Reason,” Good Reason shall mean, without the Participant’s express written consent, (a) a reduction in the annual rate of base salary as in effect immediately prior to the date of the Change in Control or as the same may be increased from time to time thereafter, unless such reduction is part of a policy, program or arrangement that is applicable on a nondiscriminatory basis to the Participant and other similarly situated executives employed by Praxair or its successors or (b) the assignment of any duties or responsibilities or diminution of duties or responsibilities which in the Participant’s reasonable judgment are inconsistent with the Participant’s status or position with Praxair in effect immediately prior to the Change in Control, provided, however, that Good Reason shall not exist unless the Participant provides Praxair with a notice of termination not later than 60 days after the occurrence of the event giving rise to Good Reason and Praxair fails to remedy such condition to the Participant’s reasonable satisfaction within 30 days of such notice.

d. Forfeiture of Award. Except as otherwise provided under Article 16 of the Plan in connection with a Change in Control, in the event the Participant’s employment with Praxair terminates for any reason other than those specifically set forth in Sections 2.b.(i), (ii) or (iii) prior to the [___] anniversary of the Grant Date, this Award shall be immediately forfeited. In the event this Award is forfeited for any reason, no payment shall be made in settlement of the Award.

3. Payment of Vested Award. This Award shall be settled as soon as practicable following the date the Award becomes vested by payment to the Participant of a number of Shares equal to the number of RSUs granted under this Award or, in connection with a Change in Control, such other form of payment having an equivalent value as may be authorized by the Committee in its sole discretion. In no event shall any payment in settlement of this Award be made later than December 31 of the year in which the Award becomes vested.

4. Other Terms and Conditions. It is understood and agreed that the Award of RSUs evidenced hereby is subject to the following terms and conditions:

a. Rights of Participant. Except as provided in Section 4.d., the Participant shall have no right to transfer, pledge, hypothecate or otherwise encumber the Award. Prior to the payment of Shares in satisfaction of this Award, the Participant shall have none of the rights of a stockholder of the Company with respect to the Award, including, but not limited to, voting rights and the right to receive or accrue dividends or dividend equivalents. Notwithstanding any provision of the Plan or this Award to the contrary, Shares delivered in satisfaction of this Award shall be subject to applicable Praxair policies as from time to time in effect, including but not limited to, Praxair’s insider trading and Executive Stock Ownership Policies.

b. No Right to Continued Employment. This Award shall not confer upon the Participant any right with respect to continuance of employment by Praxair nor shall this Award interfere with the right of Praxair to terminate the Participant’s employment.

c. No Right to Future Awards. The selection of recipients of RSUs and other Awards under the Plan is determined annually on the basis of several factors, including job responsibilities and anticipated future job performance. The Participant’s selection to receive this Award shall in no way entitle him/her to receive, or otherwise obligate Praxair to provide the Participant, any future RSUs or other awards under the Plan or otherwise.

d. Transferability. This Award is not transferable other than:

(i) in the event of the Participant’s death, in which case this Award shall be transferred to the Participant’s executor, administrator, or legal representative, or

(ii) pursuant to a domestic relations order.

Any transfer of this Award, in whole or in part, is subject to acceptance by the Company in its sole discretion and shall be affected according to such procedures as the Company’s Chief Human Resources Officer may establish. The provisions of this Award, relating to the Participant, shall apply to this Award notwithstanding any transfer to a third party.

e. Cancellation of Award. Notwithstanding any other provision of this Award, the Committee may, in its sole discretion, cancel, rescind, suspend, withhold, or otherwise limit or restrict this Award, and/or recover any gains realized by the Participant in connection with this Award, in the event any actions by the Participant are determined by the Committee to (i) constitute a conflict of interest with Praxair, (ii) be prejudicial to Praxair’s interests, or (iii) violate any non-compete agreement or obligation of the Participant to Praxair, any confidentiality agreement or obligation of the Participant to Praxair, Praxair’s applicable policies, or the Participant’s terms and conditions of employment.

f. Clawback. This Award shall be subject to the clawback or recapture policy, if any, that Praxair may adopt from time to time to the extent provided in such policy and, in accordance with such policy, may be subject to the requirement that this Award be repaid to Praxair after it has been distributed or paid to the Participant.

5. Tax Withholding. Upon the date of payment of the Award, Praxair will deduct from the number of Shares (or other form of payment, if applicable) otherwise due the Participant, Shares (or other form of payment, if applicable) having a Fair Market Value (or fair market value in the event of payment other than in Shares) sufficient to discharge all applicable federal, state, city, local or foreign taxes of any kind required to be withheld with respect to such payment, provided that, if Shares are so withheld, they shall be withheld only up to the minimum required tax withholding rates or such other rate that will not trigger a negative accounting impact on Praxair. In the alternative, Praxair shall have the right to require the Participant to pay cash to satisfy any applicable withholding taxes as a condition to the payment of the Award.

6. References. References herein to rights and obligations of the Participant shall apply, where appropriate, to the Participant’s legal representative or estate without regard to whether specific reference to such legal representative or estate is contained in a particular provision of this Award.

7. Governing Law. This Award shall be governed by and construed in accordance with the laws of Connecticut, without giving effect to principles of conflict of laws.

8. No Third Party Beneficiaries. Except as expressly provided in the Plan or herein, neither the Plan nor this Award will confer on any person other than Praxair and the Participant any rights or remedies under the Plan or hereunder

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its proper officer hereunto duly authorized, as of the day and year first hereinabove written.

Praxair, Inc.

By

EX-10.28A

Praxair, Inc. and Subsidiaries

EXHIBIT 10.28a

PERFORMANCE SHARE UNIT AWARD

UNDER THE

AMENDED AND RESTATED 2009 PRAXAIR, INC.

LONG TERM INCENTIVE PLAN

Effective as of [___] (the “Grant Date”), [___] (the “Participant”) is hereby granted the following Performance Share Unit Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan (the “Plan”), subject to the terms and conditions of the Plan, which are incorporated herein by reference, and those set forth below. The Plan shall control in the event of any conflict between the terms and conditions of the Plan and those set forth in this Award.

This Award has been conveyed and will be managed online, and the Participant’s online acceptance and acknowledgement of this Award constitutes his or her acceptance of all of the terms and conditions of the Plan and this Award. A copy of the Plan has been made available to the Participant, and the Participant hereby acknowledges that he or she has read and understands the Plan and this Award.

Capitalized terms used herein and not defined shall have the meanings set forth in the Plan, as the same may be amended from time to time. For purposes of this Award, Praxair, Inc. (the “Company”) and its Subsidiaries are collectively referred to herein as “Praxair.”

1. Award of Performance Share Units, Performance Measure and Performance Period. The Participant is hereby granted an Award of [___]notional “Performance Share Units” (the “Award”). A Performance Share Unit is a bookkeeping entry which is intended to be equal in value to a single Share. For purposes of this Award, [___]Performance Share Units are considered the Participant’s “Target Amount.” Except as otherwise provided herein, the payment due in settlement of the Participant’s vested Award shall be made in the form of Shares, with the number of Shares payable determined by reference to the Company’s cumulative earnings per share (“EPS”) growth for the [___]-year period commencing on [__] and ending on [___] (the “Performance Period”) as set forth below. For purposes of this Award, EPS shall mean the Company’s adjusted diluted EPS as reported in its quarterly and annual Consolidated Financial Statements and the related Notes, which may be adjusted in the discretion of the Committee as it deems appropriate to eliminate the after-tax effects of any acquisition, divestiture, restructuring, other corporate transaction, accounting charges or any other extraordinary, unusual or non-recurring item, in each case, occurring during the Performance Period.

2. Vesting of Award; Treatment upon Termination of Service; Change in Control.

a. Vesting Generally. Except as otherwise provided in this Section 2, this Award shall, subject to the satisfaction of the Condition to Payment set forth in Section 3.a., vest on the [___] anniversary of the Grant Date, provided that: (i) the Participant has remained continuously employed by Praxair at all times from the Grant Date through the third anniversary of the Grant Date (a Participant who is employed by a Subsidiary shall be deemed to have terminated employment by action of Praxair other than for cause for purposes of this Award at such time as the employing entity ceases to be a Subsidiary); and (ii) the Company’s cumulative EPS growth for the Performance Period meets the minimum threshold Performance Goal for payout set forth in Section 3.b. Payment with respect to such vested Award shall be determined and made in accordance with Section 3.b.

b. Death or Disability. Notwithstanding any provision of this Section 2 to the contrary, if after the Grant Date, but prior to the third anniversary of the Grant Date:

(i) the Participant’s employment with Praxair terminates by reason of the Participant’s death; or

(ii) the Participant becomes Totally and Permanently Disabled while employed by Praxair;

this Award shall become immediately vested and payment with respect to such vested Award shall be determined and made in accordance with Section 3.c. For purposes of this Award, a Participant shall be “Totally and Permanently Disabled” if the Participant is determined by Praxair to be unable to engage in any

substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

c. Termination by Action of Praxair Other than for Cause, or Termination After Attaining Certain Age and Service Requirements. Notwithstanding any provision of this Section 2 to the contrary, in the event the Participant’s employment with Praxair terminates on or after the first anniversary of the Grant Date, but prior to the third anniversary of the Grant Date, by reason of the Participant’s:

(i) termination of employment by action of Praxair other than for cause and not due to the Participant’s Total and Permanent Disability; or

(ii) termination of employment with Praxair, other than for cause and not due to the Participant’s Death or Total and Permanent Disability, after: (a) attaining age 65; (b) attaining age 62 and completing at least ten (10) years of employment with Praxair; or (c) having accumulated 85 points, where each year of the Participant’s age and each year of employment with Praxair count for one point,

this Award shall vest on the third anniversary of the Grant Date, provided that both the Condition to Payment set forth in Section 3.a. is satisfied and the Company’s cumulative EPS growth for the Performance Period meets the minimum threshold Performance Goal for payout set forth in Section 3.b. Payment with respect to such vested Award shall be determined and made in accordance with Section 3.b. For purposes of this Award, the Participant’s termination by action of Praxair for cause, shall include, but not be limited to, the Participant’s termination by action of Praxair for violation of Praxair’s Standards of Business Integrity (or any superseding integrity policy) or poor performance.

d. Change in Control. Notwithstanding any provision of this Section 2 to the contrary, in the event of a Change in Control occurring prior to the [___] anniversary of the Grant Date, payment with respect to this Award shall be determined and made in accordance with Section 3.d. and this Award shall be subject to time-based vesting through the [___] anniversary of the Grant Date, provided, however, that in the event the Participant’s employment with Praxair or any successor thereto is terminated (a) by action of Praxair other than for Cause or (b) by the Participant with Good Reason, in each case, within two (2) years following the Change in Control, this Award, to the extent not previously vested, shall become immediately vested.

(i) For purposes of this Section 2.d., “Cause” shall have the meaning set forth in the Participant’s employment agreement or severance compensation agreement, in either case, as in effect immediately before the Change in Control, provided, however, that in the absence of any such agreement or in the event that such agreement does not contain a definition of “Cause,” Cause shall include, but not be limited to, violation of Praxair’s Standards of Business Integrity (or any superseding integrity policy) or poor performance.

(ii) For purposes of this Section 2.d., “Good Reason shall have the meaning set forth in the Participant’s employment agreement or severance compensation agreement, in either case, as in effect immediately before the Change in Control, provided, however, that in the absence of such any such agreement or in the event that such agreement does not contain a definition of “Good Reason,” Good Reason shall mean, without the Participant’s express written consent, (a) a reduction in the annual rate of base salary as in effect immediately prior to the date of the Change in Control or as the same may be increased from time to time thereafter, unless such reduction is part of a policy, program or arrangement that is applicable on a nondiscriminatory basis to the Participant and other similarly situated executives employed by Praxair or its successors or (b) the assignment of any duties or responsibilities or diminution of duties or responsibilities which in the Participant’s reasonable judgment are inconsistent with the Participant’s status or position with Praxair in effect immediately prior to the Change in Control, provided, however, that Good Reason shall not exist unless the Participant provides Praxair with a notice of termination not later than 60 days after the occurrence of the event giving rise to Good Reason and Praxair fails to remedy such condition to the Participant’s reasonable satisfaction within 30 days of such notice.

e. Materially Adverse and Unforeseen Market Conditions. Notwithstanding any provision of this Section 2 to the contrary, in the event that upon the completion of the Performance Period, it is determined by the Committee that the Condition to Payment set forth in Section 3.a. was not met and the Company’s cumulative EPS growth for the Performance Period:

(i) does not meet the minimum threshold Performance Goal for payout set forth in Section 3.b. as a result of materially adverse and unforeseen market conditions beyond the control of the Company and its employees, officers and directors occurring during the Performance Period; and

(ii) exceeds the average cumulative growth in operating earnings of the companies listed in the materials sector (Global Industry Classification Standard 15) of the S&P 500 index for the same Performance Period;

then, to the extent not previously vested pursuant to Sections 2.b. or 2.d., or forfeited in connection with the Participant’s termination of employment with Praxair pursuant to Section 2.f.(i), this Award shall vest on the third anniversary of the Grant Date unless otherwise determined by the Committee in its sole discretion, and payment with respect to such vested Award will be made in accordance with Section 3.e.

f. Forfeiture of Award.

(i) In the event the Participant’s employment with Praxair terminates for any reason other than those specifically set forth in Sections 2.b. or 2.c. prior to the [___] anniversary of the Grant Date and before the occurrence of a Change in Control, this Award shall be immediately forfeited.

(ii) Absent the occurrence of a Change in Control occurring prior to the [___] anniversary of the Grant Date, and to the extent not previously forfeited pursuant to Section 2.f.(i), this Award shall be immediately forfeited as of the end of the Performance Period if: (1) the Condition to Payment set forth in Section 3.a. is not satisfied; (2) the Company’s cumulative EPS growth for the Performance Period does not meet the minimum threshold Performance Goal for payout set forth in Section 3.b. and the Committee determines that Section 2.e. does not apply; or (3) the Committee determines that Section 2.e. does apply but exercises its discretion pursuant to such Section not to vest the Award.

(iii) In the event this Award is forfeited for any reason, no payment shall be made in settlement of the Award.

3. Condition to Payment of Award; Payment of Vested Award.

a. Condition to Payment of Award. Except in connection with the events described in Sections 2.b, 2.d. or 2.e., the vesting of the Award and the payment of Shares with respect to the Award are subject to the achievement of one or more pre-established objective Performance Measures set forth in Section 12.1 of the Plan, which shall be determined by the Committee no later than the 90^th day after the beginning of the Performance Period (the “Condition to Payment”). If the Condition to Payment is achieved, the actual number of Shares to be awarded under the Award shall be determined as set forth in this Section 3.

b. Performance Goal and Determination of Amount of Payment. Except as otherwise provided in this Section 3, the number of Shares payable in settlement of the Participant’s vested Award shall be determined by reference to the Company’s cumulative EPS growth for the Performance Period in accordance with the table below, and may range from 0% to 200% of the Participant’s Target Amount. Each Performance Share Unit is equivalent to one Share. Payouts will be interpolated if the cumulative EPS growth attained for the Performance Period falls between the Threshold and Maximum percentages specified in the table, and will be rounded down to the nearest whole number of Shares. The payment of Shares pursuant to this Section 3.b. will be made as soon as practicable after the date the Award becomes vested, but in no event later than December 31, [___].

Cumulative EPS Growth For Performance Period	EPS Target (based on January 1, 201__ EPS of $[insert])	Payout as Percentage of Target Amount
Less than [__%]	[$__] or less	0%
[__%] (Threshold)	[$___]	50%
[__%] (Target)	[$___]	100%
[__%] or More (Maximum)	[$___] or more	200%

c. Determination of Amount of Payment Following Death or Total and Permanent Disability. In the event the Participant becomes vested in this Award by reason of his or her death or Total and Permanent Disability in accordance with Section 2.b., this Award shall be settled by payment of a number of Shares equal to the Participant’s Target Amount as soon as practicable following the date the Award becomes vested, but in no event later than March 15^th of the year following the year in which the Award becomes vested.

d. Determination of Amount of Payment Following a Change in Control. In the event of a Change in Control occurring prior to the [___] anniversary of the Grant Date,the amount payable in settlement of this Award shall be the Participant’s Target Amount, or if greater, the percentage of the Participant’s Target Amount determined based on the achievement of the applicable performance goals as of the effective date of the Change in Control, as determined by the Committee in its sole discretion, and this Award shall vest in accordance with Section 2.d. Payment will be made as soon as practicable following the earlier of (i) the date the Participant’s employment is terminated by action of Praxair other than for Cause or by Participant with Good Reason or (ii) the third anniversary of the Grant Date. Notwithstanding any provision of this Award to the contrary, any amounts paid in settlement of this Award pursuant to this Section 3.d. shall be paid in Shares or such other form having a value equivalent to the Award amount payable, as may be authorized by the Committee in its sole discretion. All references to the Committee in this Section 3.d. shall mean the Committee as constituted immediately before the Change in Control.

e. Determination of Amount of Payment Following Materially Adverse and Unforeseen Market Conditions. In the event this Award becomes vested as the result of materially adverse and unforeseen market conditions pursuant to Section 2.e., this Award shall be settled by payment of a number of Shares equal to 50% of the Participant’s Target Amount as soon as practicable after the date the Award becomes vested, but in no event later than [___].

4. Other Terms and Conditions. It is understood and agreed that the Award evidenced hereby is subject to the following terms and conditions:

a. Rights of Participant. Except as provided in Section 4.d., the Participant shall have no right to transfer, pledge, hypothecate or otherwise encumber the Award. Prior to the payment of Shares in satisfaction of this Award, the Participant shall have none of the rights of a stockholder of the Company with respect to the Award, including, but not limited to, voting rights and the right to receive or accrue dividends or dividend equivalents. Notwithstanding any provision of the Plan or this Award to the contrary, Shares delivered in satisfaction of this Award shall be subject to applicable Praxair policies as from time to time in effect, including but not limited to, Praxair’s insider trading and Executive Stock Ownership Policies.

b. No Right to Continued Employment. This Award shall not confer upon the Participant any right with respect to continuance of employment by Praxair nor shall this Award interfere with the right of Praxair to terminate the Participant’s employment.

c. No Right to Future Awards. The selection of recipients of Awards under the Plan is determined annually on the basis of several factors, including job responsibilities and anticipated future job performance. The Participant’s selection to receive this Award shall in no way entitle him/her to receive, or otherwise obligate Praxair to provide the Participant, any future Performance Share Unit Award or other award under the Plan or otherwise.

d. Transferability. This Award is not transferable other than:

(i) in the event of the Participant’s death, in which case this Award shall be transferred to the Participant’s executor, administrator, or legal representative, or

(ii) pursuant to a domestic relations order.

Any transfer of this Award, in whole or in part, is subject to acceptance by the Company in its sole discretion and shall be affected according to such procedures as the Company’s Chief Human Resources Officer may establish. The provisions of this Award, relating to the Participant, shall apply to this Award notwithstanding any transfer to a third party.

e. Cancellation of Award. Notwithstanding any other provision of this Award, the Committee may, in its sole discretion, cancel, rescind, suspend, withhold, or otherwise limit or restrict this Award, and/or recover any gains realized by the Participant in connection with this Award, in the event any actions by the Participant are determined by the Committee to (i) constitute a conflict of interest with Praxair, (ii) be prejudicial to Praxair’s interests, or (iii) violate any non-compete agreement or obligation of the Participant to Praxair, any confidentiality agreement or obligation of the Participant to Praxair, Praxair’s applicable policies, or the Participant’s terms and conditions of employment.

f. Clawback. This Award shall be subject to the clawback or recapture policy, if any, that Praxair may adopt from time to time to the extent provided in such policy and, in accordance with such policy, may be subject to the requirement that this Award be repaid to Praxair after it has been distributed or paid to the Participant.

5. Tax Withholding. Upon the date of payment of the Award, Praxair will deduct from the number of Shares (or other form of payment, if applicable) otherwise due the Participant, Shares (or other form of payment, if applicable) having a Fair Market Value (or fair market value in the event of payment other than in Shares) sufficient to discharge all applicable federal, state, city, local or foreign taxes of any kind required to be withheld with respect to such payment, provided that, if Shares are so withheld, they shall be withheld only up to the minimum required tax withholding rates or such other rate that will not trigger a negative accounting impact on Praxair. In the alternative, Praxair shall have the right to require the Participant to pay cash to satisfy any applicable withholding taxes as a condition to the payment of the Award.

6. Performance-Based Compensation. It is intended that all payments under this Award constitute “qualified performance-based compensation” within the meaning of Section 162(m) of the Code and the Plan. This Award is to be construed and administered in a manner consistent with such intent.

7. References. References herein to rights and obligations of the Participant shall apply, where appropriate, to the Participant’s legal representative or estate without regard to whether specific reference to such legal representative or estate is contained in a particular provision of this Award.

8. Governing Law. This Award shall be governed by and construed in accordance with the laws of Connecticut, without giving effect to principles of conflict of laws.

9. No Third Party Beneficiaries. Except as expressly provided in the Plan or herein, neither the Plan nor this Award will confer on any person other than Praxair and the Participant any rights or remedies under the Plan or hereunder.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its proper officer hereunto duly authorized, as of the day and year first hereinabove written.

Praxair, Inc.

By

EX-10.28B

Praxair, Inc. and Subsidiaries

EXHIBIT 10.28b

PERFORMANCE SHARE UNIT AWARD

UNDER THE

AMENDED AND RESTATED 2009 PRAXAIR, INC.

LONG TERM INCENTIVE PLAN

Effective as of [_____] (the “Grant Date”), [__________] (the “Participant”) is hereby granted the following Performance Share Unit Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan (the “Plan”), subject to the terms and conditions of the Plan, which are incorporated herein by reference, and those set forth below. The Plan shall control in the event of any conflict between the terms and conditions of the Plan and those set forth in this Award.

This Award has been conveyed and will be managed online, and the Participant’s online acceptance and acknowledgement of this Award constitutes his or her acceptance of all of the terms and conditions of the Plan and this Award. A copy of the Plan has been made available to the Participant, and the Participant hereby acknowledges that he or she has read and understands the Plan and this Award.

Capitalized terms used herein and not defined shall have the meanings set forth in the Plan, as the same may be amended from time to time. For purposes of this Award, Praxair, Inc. (the “Company”) and its Subsidiaries are collectively referred to herein as “Praxair.”

1. Award of Performance Share Units, Performance Measure and Performance Period. The Participant is hereby granted an Award of [______] notional “Performance Share Units” (the “Award”). A Performance Share Unit is a bookkeeping entry which is intended to be equal in value to a single Share. For purposes of this Award, [_____] Performance Share Units are considered the Participant’s “Target Amount.” Except as otherwise provided herein, the payment due in settlement of the Participant’s vested Award shall be made in the form of Shares, with the number of Shares payable determined by reference to the Company’s average annual return on capital (“ROC”) for the [____]-year period commencing on [________] and ending on [_________] (the “Performance Period”) as set forth below. For purposes of this Award, ROC shall mean the Company’s after-tax return on capital as reported in its quarterly and annual Consolidated Financial Statements and the related Notes, which may be adjusted in the discretion of the Committee as it deems appropriate to eliminate the after-tax effects of any acquisition, divestiture, restructuring, other corporate transaction, accounting charges or any other extraordinary, unusual or non-recurring item, in each case, occurring during the Performance Period.

2. Vesting of Award; Treatment upon Termination of Service; Change in Control.

a. Vesting Generally. Except as otherwise provided in this Section 2, this Award shall, subject to the satisfaction of the Condition to Payment set forth in Section 3.a., vest on the [____] anniversary of the Grant Date, provided that: (i) the Participant has remained continuously employed by Praxair at all times from the Grant Date through the [____] anniversary of the Grant Date (a Participant who is employed by a Subsidiary shall be deemed to have terminated employment by action of Praxair other than for cause for purposes of this Award at such time as the employing entity ceases to be a Subsidiary); and (ii) the Company’s average annual ROC for the Performance Period meets the minimum threshold Performance Goal for payout set forth in Section 3.b. Payment with respect to such vested Award shall be determined and made in accordance with Section 3.b.

b. Death or Disability. Notwithstanding any provision of this Section 2 to the contrary, if after the Grant Date, but prior to the third anniversary of the Grant Date:

(i) the Participant’s employment with Praxair terminates by reason of the Participant’s death; or

(ii) the Participant becomes Totally and Permanently Disabled while employed by Praxair;

this Award shall become immediately vested and payment with respect to such vested Award shall be determined and made in accordance with Section 3.c. For purposes of this Award, a Participant shall be “Totally and Permanently Disabled” if the Participant is determined by Praxair to be unable to engage in any

substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

c. Termination by Action of Praxair Other than for Cause, or Termination After Attaining Certain Age and Service Requirements. Notwithstanding any provision of this Section 2 to the contrary, in the event the Participant’s employment with Praxair terminates on or after the first anniversary of the Grant Date, but prior to the [____] anniversary of the Grant Date, by reason of the Participant’s:

(i) termination of employment by action of Praxair other than for cause and not due to the Participant’s Total and Permanent Disability; or

(ii) termination of employment with Praxair, other than for cause and not due to the Participant’s Death or Total and Permanent Disability, after: (a) attaining age 65; (b) attaining age 62 and completing at least ten (10) years of employment with Praxair; or (c) having accumulated 85 points, where each year of the Participant’s age and each year of employment with Praxair count for one point,

this Award shall vest on the [____] anniversary of the Grant Date, provided that both the Condition to Payment set forth in Section 3.a. is satisfied and the Company’s average annual ROC for the Performance Period meets the minimum threshold Performance Goal for payout set forth in Section 3.b. Payment with respect to such vested Award shall be determined and made in accordance with Section 3.b. For purposes of this Award, the Participant’s termination by action of Praxair for cause, shall include, but not be limited to, the Participant’s termination by action of Praxair for violation of Praxair’s Standards of Business Integrity (or any superseding integrity policy) or poor performance.

d. Change in Control. Notwithstanding any provision of this Section 2 to the contrary, in the event of a Change in Control occurring prior to the [____] anniversary of the Grant Date, payment with respect to this Award shall be determined and made in accordance with Section 3.d. and this Award shall be subject to time-based vesting through the [____] anniversary of the Grant Date, provided, however, that in the event the Participant’s employment with Praxair or any successor thereto is terminated (a) by action of Praxair other than for Cause or (b) by the Participant with Good Reason, in each case, within two (2) years following the Change in Control, this Award, to the extent not previously vested, shall become immediately vested.

(i) For purposes of this Section 2.d., “Cause” shall have the meaning set forth in the Participant’s employment agreement or severance compensation agreement, in either case, as in effect immediately before the Change in Control, provided, however, that in the absence of any such agreement or in the event that such agreement does not contain a definition of “Cause,” Cause shall include, but not be limited to, violation of Praxair’s Standards of Business Integrity (or any superseding integrity policy) or poor performance.

(ii) For purposes of this Section 2.d., “Good Reason shall have the meaning set forth in the Participant’s employment agreement or severance compensation agreement, in either case, as in effect immediately before the Change in Control, provided, however, that in the absence of such any such agreement or in the event that such agreement does not contain a definition of “Good Reason,” Good Reason shall mean, without the Participant’s express written consent, (a) a reduction in the annual rate of base salary as in effect immediately prior to the date of the Change in Control or as the same may be increased from time to time thereafter, unless such reduction is part of a policy, program or arrangement that is applicable on a nondiscriminatory basis to the Participant and other similarly situated executives employed by Praxair or its successors or (b) the assignment of any duties or responsibilities or diminution of duties or responsibilities which in the Participant’s reasonable judgment are inconsistent with the Participant’s status or position with Praxair in effect immediately prior to the Change in Control, provided, however, that Good Reason shall not exist unless the Participant provides Praxair with a notice of termination not later than 60 days after the occurrence of the event giving rise to Good Reason and Praxair fails to remedy such condition to the Participant’s reasonable satisfaction within 30 days of such notice.

e. Forfeiture of Award.

(i) In the event the Participant’s employment with Praxair terminates for any reason other than those specifically set forth in Sections 2.b. or 2.c. prior to the [____] anniversary of the Grant Date and before the occurrence of a Change in Control, this Award shall be immediately forfeited.

(ii) Absent the occurrence of a Change in Control occurring prior to the [____] anniversary of the Grant Date, and to the extent not previously forfeited pursuant to Section 2.e.(i), this Award shall be immediately forfeited as of the end of the Performance Period if: (1) the Condition to Payment set forth in Section 3.a.is not satisfied; or (2) the Company’s average annual ROC for the Performance Period does not meet the minimum threshold Performance Goal for payout set forth in Section 3.b.

(iii) In the event this Award is forfeited for any reason, no payment shall be made in settlement of the Award.

3. Condition to Payment of Award; Payment of Vested Award.

a. Condition to Payment of Award. Except in connection with the events described in Sections 2.b or 2.d., the vesting of the Award and the payment of Shares with respect to the Award are subject to the achievement of one or more pre-established objective Performance Measures set forth in Section 12.1 of the Plan, which shall be determined by the Committee no later than the 90^th day after the beginning of the Performance Period (the “Condition to Payment”). If the Condition to Payment is achieved, the actual number of Shares to be awarded under the Award shall be determined as set forth in this Section 3.

b. Performance Goal and Determination of Amount of Payment. Except as otherwise provided in this Section 3, the number of Shares payable in settlement of the Participant’s vested Award shall be determined by reference to the Company’s average annual ROC for the Performance Period in accordance with the table below, and may range from 0% to 200% of the Participant’s Target Amount. Each Performance Share Unit is equivalent to one Share. Payouts will be interpolated if the average annual ROC attained for the Performance Period falls between the Threshold and Maximum percentages specified in the table, and will be rounded down to the nearest whole number of Shares. The payment of Shares pursuant to this Section 3.b. will be made as soon as practicable after the date the Award becomes vested, but in no event later than December 31, [____].

Average Annual ROC For Performance Period	Payout as Percentage of Target Amount
Less than [____]%	0%
[____]% (Threshold)	50%
[____]% (Target)	100%
[____]% or More (Maximum)	200%

c. Determination of Amount of Payment Following Death or Total and Permanent Disability. In the event the Participant becomes vested in this Award by reason of his or her death or Total and Permanent Disability in accordance with Section 2.b., this Award shall be settled by payment of a number of Shares equal to the Participant’s Target Amount as soon as practicable following the date the Award becomes vested, but in no event later than March 15^th of the year following the year in which the Award becomes vested.

d. Determination of Amount of Payment Following a Change in Control. In the event of a Change in Control occurring prior to the [____] anniversary of the Grant Date,the amount payable in settlement of this Award shall be the Participant’s Target Amount, or if greater, the percentage of the Participant’s Target Amount determined based on the achievement of the applicable performance goals as of the effective date of the Change in Control, as determined by the Committee in its sole discretion, and this Award shall vest in accordance with Section 2.d. Payment will be made as soon as practicable following the earlier of (i) the date the Participant’s employment is terminated by action of Praxair other than for Cause or by Participant with Good Reason or (ii) the [_____] anniversary of the Grant Date. Notwithstanding any provision of this Award to the contrary, any amounts paid in settlement of this Award pursuant to this Section 3.d. shall be paid in Shares or such other form having a value equivalent to the Award amount payable, as may be authorized by the Committee in its sole discretion. All references to the Committee in this Section 3.d. shall mean the Committee as constituted immediately before the Change in Control.

4. Other Terms and Conditions. It is understood and agreed that the Award evidenced hereby is subject to the following terms and conditions:

a. Rights of Participant. Except as provided in Section 4.d., the Participant shall have no right to transfer, pledge, hypothecate or otherwise encumber the Award. Prior to the payment of Shares in satisfaction of this Award, the Participant shall have none of the rights of a stockholder of the Company with respect to the Award, including, but not limited to, voting rights and the right to receive or accrue dividends or dividend equivalents. Notwithstanding any provision of the Plan or this Award to the contrary, Shares delivered in satisfaction of this Award shall be subject to applicable Praxair policies as from time to time in effect, including but not limited to, Praxair’s insider trading and Executive Stock Ownership Policies.

b. No Right to Continued Employment. This Award shall not confer upon the Participant any right with respect to continuance of employment by Praxair nor shall this Award interfere with the right of Praxair to terminate the Participant’s employment.

c. No Right to Future Awards. The selection of recipients of Awards under the Plan is determined annually on the basis of several factors, including job responsibilities and anticipated future job performance. The Participant’s selection to receive this Award shall in no way entitle him/her to receive, or otherwise obligate Praxair to provide the Participant, any future Performance Share Unit Award or other award under the Plan or otherwise.

d. Transferability. This Award is not transferable other than:

(i) in the event of the Participant’s death, in which case this Award shall be transferred to the Participant’s executor, administrator, or legal representative, or

(ii) pursuant to a domestic relations order.

Any transfer of this Award, in whole or in part, is subject to acceptance by the Company in its sole discretion and shall be affected according to such procedures as the Company’s Chief Human Resources Officer may establish. The provisions of this Award, relating to the Participant, shall apply to this Award notwithstanding any transfer to a third party.

e. Cancellation of Award. Notwithstanding any other provision of this Award, the Committee may, in its sole discretion, cancel, rescind, suspend, withhold, or otherwise limit or restrict this Award, and/or recover any gains realized by the Participant in connection with this Award, in the event any actions by the Participant are determined by the Committee to (i) constitute a conflict of interest with Praxair, (ii) be prejudicial to Praxair’s interests, or (iii) violate any non-compete agreement or obligation of the Participant to Praxair, any confidentiality agreement or obligation of the Participant to Praxair, Praxair’s applicable policies, or the Participant’s terms and conditions of employment.

f. Clawback. This Award shall be subject to the clawback or recapture policy, if any, that Praxair may adopt from time to time to the extent provided in such policy and, in accordance with such policy, may be subject to the requirement that this Award be repaid to Praxair after it has been distributed or paid to the Participant.

5. Tax Withholding. Upon the date of payment of the Award, Praxair will deduct from the number of Shares (or other form of payment, if applicable) otherwise due the Participant, Shares (or other form of payment, if applicable) having a Fair Market Value (or fair market value in the event of payment other than in Shares) sufficient to discharge all applicable federal, state, city, local or foreign taxes of any kind required to be withheld with respect to such payment, provided that, if Shares are so withheld, they shall be withheld only up to the minimum required tax withholding rates or such other rate that will not trigger a negative accounting impact on Praxair. In the alternative, Praxair shall have the right to require the Participant to pay cash to satisfy any applicable withholding taxes as a condition to the payment of the Award.

6. Performance-Based Compensation. It is intended that all payments under this Award constitute “qualified performance-based compensation” within the meaning of Section 162(m) of the Code and the Plan. This Award is to be construed and administered in a manner consistent with such intent.

7. References. References herein to rights and obligations of the Participant shall apply, where appropriate, to the Participant’s legal representative or estate without regard to whether specific reference to such legal representative or estate is contained in a particular provision of this Award.

8. Governing Law. This Award shall be governed by and construed in accordance with the laws of Connecticut, without giving effect to principles of conflict of laws.

9. No Third Party Beneficiaries. Except as expressly provided in the Plan or herein, neither the Plan nor this Award will confer on any person other than Praxair and the Participant any rights or remedies under the Plan or hereunder.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its proper officer hereunto duly authorized, as of the day and year first hereinabove written.

Praxair, Inc.

By

EX-12.01

RATIO OF EARNINGS TO FIXED CHARGES
				Praxair, Inc. and Subsidiaries
										Exhibit 12.01
	Year Ended December 31,
(Dollar amounts in millions, except ratios)	2014			2013			2012			2011			2010
Pre-tax income from continuing operations before adjustment for
noncontrolling interests in consolidated subsidiaries or income or
loss from equity investees	$	2,395		$	2,447		$	2,296		$	2,323		$	1,964
Capitalized interest	(38		)	(69		)	(70		)	(62		)	(62		)
Depreciation of capitalized interest	27			20			20			22			18
Dividends from less than 50%-owned companies carried at equity	6			10			7			6			9
Adjusted pre-tax income from continuing operations before adjustment
for noncontrolling interests in consolidated subsidiaries or income
or loss from equity investees	$	2,390		$	2,408		$	2,253		$	2,289		$	1,929
Fixed charges
Interest on long-term and short-term debt	$	213		$	178		$	141		$	145		$	118
Capitalized interest	38			69			70			62			62
Rental expenses representative of an interest factor	52			43			39			38			37
Total fixed charges	$	303		$	290		$	250		$	245		$	217
Adjusted pre-tax income from continuing operations before adjustment
for noncontrolling interests in consolidated subsidiaries or income or
loss from equity investees plus total fixed charges	$	2,693		$	2,698		$	2,503		$	2,534		$	2,146
RATIO OF EARNINGS TO FIXED CHARGES	8.9			9.3			10.0			10.3			9.9

EX-21.01

SUBSIDIARIES OF PRAXAIR, INC.

Praxair, Inc. and Subsidiaries

EXHIBIT 21.01

The following is a list of the Company's subsidiaries as of December 31, 2014.

	Place of Incorporation
12 Riverview Drive LLC	Delaware
Acetylene Oxygen Company	Texas
AMKO Service Company	Ohio
Antwerpse Chemische Bedrijven (LCB) N. V.	Belgium
ArcMaster Supply, Inc.	Texas
Argon (Isotank) Limited	Scotland
Beijing Praxair Huashi Carbon Dioxide Co., Ltd.	China
Beijing Praxair, Inc.	China
Coatec Gesellschaft für Oberflächenveredelung mbH	Germany
Consultora Rynuter S.A.	Uruguay
Dablioeme Participacoes Ltda	Brazil
Distribuciones Invegas SCA	Venezuela
Dominion Gas Asia Pacific Pte Limited	Singapore
Dominion Gas Asia Pte Limited	Singapore
Dominion Oilfield Services Limited	Scotland
Dominion Oilfield Services Limited	Ghana
Dominion Technology Gases Holdings Limited	Scotland
Dominion Technology Gases Investment Limited	Scotland
Dominion Technology Gases Limited	Scotland
Domolife S.r.l.	Italy
Dryce S.r.l.	Italy
Euro Cantley S.A.	Uruguay
Famex Comercio Atacadista de Gas Carbonico Ltda.	Brazil
Gama Gases Especials Ltda.	Brazil
Gases de Ensenada S.A.	Argentina
Gases Tachira S.A.	Venezuela
General Medical S.r.l.	Italy
Global Gas Supplies (Aberdeen) Limited	Scotland
Global Gas Supplies Limited	Scotland
GNC Matco Compressco de Gus Natural Ltda.	Brazil
GNL Gemini Comercializacao e Logistica de Gas Ltda.	Brazil
Grenslandgas G.m.b.H.	Germany
GT & S, Inc.	Pennsylvania
Helium Centre Pte. Ltd.	Singapore
Industria Paraguaya de Gases S.r l	Paraguay
Industria Venezoelana de Gas INVEGAS, S.C.A.	Venezuela
Jindal Praxair Oxygen Company Private Limited	India
Joint Stock Company “Volgograd Oxygen Plant”	Russia
Kelvin Finance Company Limited	Ireland
Kirk Welding Supply Inc.	Missouri
Kosmoid Finance	Ireland
Kunshan Praxair Co., Ltd.	China

Lake Welding Supply Company	Michigan
Limited Liability Company Argon Service	Russia
Limited Liability Company Praxair Azot Togliatti	Russia
Limited Liability Company Praxair Titanium Valley	Russia
Limited Liability Company Praxair Rus	Russia
Limited Liability Company Praxair Volgograd	Russia
Liquid Carbonic Corporation	Delaware
Liquid Carbonic del Paraguay S.A.	Paraguay
Liquid Carbonic of Oklahoma, Inc.	Oklahoma
Liquido Carbonico Colombiana S.A.	Colombia
Liquidos Cryogenicos Panamenos, S.A.	Panama
Madison Gas LLC	Delaware
Malaysian Industrial Gas Company Sdn. Bhd.	Malaysia
Medical Gases S.r.l.	Argentina
Mills Welding & Speciality Gases, Inc.	New York
Nanjing Praxair Nanlian Industrial Gases Co., Ltd.	China
Nitropet, S.A. de C.V.	Mexico
NuCO2 Inc.	Delaware
NuCO2 Management LLC	Delaware
NuCO2 LLC	Delaware
NuCO2 Supply LLC	Delaware
Nuova Pescarito S.r.l.	Italy
Old Danford S.A.	Uruguay
OOO Volzhsky Azot	Russia
Oxigenos de Colombia Ltda.	Colombia
Oximesa S.L.	Spain
PortaGas, Inc.	California
Praxair & M.I. Services, S.r.l.	Italy
Praxair (Anhui) Industrial Gases Co., Ltd.	China
Praxair (Beijing) Industrial Gases Co., Ltd.	China
Praxair (Beijing) Semiconductor Gases Co., Ltd.	China
Praxair (China) Investment Co., Ltd.	China
Praxair (Guangzhou) Industrial Gases Co., Ltd.	China
Praxair (Hainan) Indusrial Gases Co., Ltd.	China
Praxair (Hefei) Industrial Gases Co., Ltd.	China
Praxair (Huizhou) Industrial Gases Limited	China
Praxair (Jiaxing) Industrial Gases Co., Ltd.	China
Praxair (Jining) Industrial Gases Co., Ltd.	China
Praxair (Nanjing) Carbon Dioxide Co., Ltd.	China
Praxair (Shanghai) Co., Ltd.	China
Praxair (Shanghai) Industrial Gases Co., Ltd.	China
Praxair (Shanghai) Semiconductor Gases Co., Ltd.	China
Praxair (Thailand) Company Limited	Thailand
Praxair (Wuhan), Inc.	China
Praxair (Yangzhou) Application Technology Co., Ltd.	China
Praxair (Yangzhou) Industrial Gases Co., Ltd.	China
Praxair (Zhengjing) Industrial Gas Co. Ltd.	China
Praxair Alberta Ltd.	Alberta
Praxair Anlagebau GmbH	Germany
Praxair Argentina S.R.L.	Argentina

Praxair Asia, Inc.	Delaware
Praxair Bahrain B.S.C.	Kingdom of Bahrain
Praxair B.V.	Netherlands
Praxair Bolivia Srl	Luxembourg
Praxair Canada Inc.	Canada
Praxair Chemax Semiconductor Materials Co. Ltd.	Taiwan
Praxair Chile Ltda.	Chile
Praxair Colonia Limitada	Uruguay
Praxair Consultoria y Administracion S de RL de CV	Mexico
Praxair Costa Rica, S.A.	Costa Rica
Praxair Deutschland GmbH	Germany
Praxair Deutschland Holding GmbH & Co. KG	Germany
Praxair Distribution Mid-Atlantic, LLC	Delaware
Praxair Distribution Southeast, LLC	Delaware
Praxair Distribution, Inc.	Delaware
Praxair do Brasil Ltda.	Brazil
Praxair Energy Resources, Inc.	Delaware
Praxair Espana, S.L.	Spain
Praxair Euroholding, S.L.	Spain
Praxair Fray Bentos S.C.A.	Uruguay
Praxair Gases Industriales Ltda	Colombia
Praxair Gulf Industrial Gases LLC	Abu Dhabi
Praxair Holding Latinoamerica (Sarl)	Luxembourg
Praxair Holdings International, Inc.	Delaware
Praxair Huayi (Chongqing) Industrial Gases Co. Ltd.	China
Praxair Hydrogen Supply, Inc.	Delaware
Praxair India Private Limited	India
Praxair International Finance	Ireland
Praxair Investments B.V.	Netherlands
Praxair Italia S.R.L.	Italy
Praxair K.K.	Japan
Praxair Korea Company, Limited	Korea
Praxair Latin America Holdings LLC	Delaware
Praxair Luxembourg S.a.r.L.	Luxembourg
Praxair Meishan (Nanjin) Industrial Gases Co., Ltd.	China
Praxair Mexico, S. de R.L. de C.V.	Mexico
Praxair MRC S.A.S.	France
Praxair N.V.	Belgium
Praxair Offshore Services Ltd.	United Kingdom
Praxair Pacific Ltd.	Mauritius
Praxair Partnership	Delaware
Praxair PC Partnership	Canada
Praxair Peru S.R.L.	Peru
Praxair PHP S.A.S.	France
Praxair Plainfield, Inc.	Delaware
Praxair Portugal Gases S.A.	Portugal
Praxair Puerto Rico B. V.	Netherlands
Praxair Puerto Rico LLC	Delaware
Praxair Qingdao Industrial Gases Co., Ltd.	China
Praxair Republica Dominicana, SRL	Dominican Republic

Praxair Samara LLC	Russia
Praxair S.r.l.	Italy
Praxair S.T. Technology, Inc.	Delaware
Praxair Services Canada Inc.	Ontario
Praxair Services, Inc.	Texas
Praxair Shanghai Meishan Inc.	China
Praxair Shaogang Co., Ltd.	China
Praxair Sp. Zo. o.	Poland
Praxair Surface Technologies (Changzhou) Co. Ltd.	China
Praxair Surface Technologies (Europe) S.A.	Switzerland
Praxair Surface Technologies Co., Ltd.	Korea
Praxair Surface Technologies do Brasil Ltda.	Brazil
Praxair Surface Technologies G.m.b.H.	Germany
Praxair Surface Technologies K.K.	Japan
Praxair Surface Technologies Limited	United Kingdom
Praxair Surface Technologies Pte. Ltd.	Singapore
Praxair Surface Technologies S.A.S.	France
Praxair Surface Technologies, Inc.	Delaware
Praxair Switzerland GmbH	Switzerland
Praxair Taiwan Co., Ltd.	Taiwan
Praxair Technology, Inc.	Delaware
Praxair Uruguay Ltda.	Uruguay
Praxair Vertwaltungs GmbH	Germany
Production Praxair Canada Inc.	Canada
Productos Especiales Quimicos, S.A. de C.V.	Mexico
Quality Welding Supply Corp.	New York
Rivoira Gas S.r.l.	Italy
Rivoira Geogas S.r.l.	Italy
Rivoira Operations S.r.l.	Italy
Rivoira Pharma S.r.l.	Italy
Rivoira Refrigerants S.r.l.	Italy
Rivoira S.p.A.	Italy
Rivoira Siad Servizi S. Con S.A.R.L.	Italy
Sermatech International Canada Corp.	Delaware
Sermatech International Canada GP LLC	Delaware
Sermatech International UK Limited	United Kingdom
Sermatech Korea Ltd.	Korea
Sermatech Power Solutions L.P.	New Brunswick
Shanghai Praxair Baosteel, Inc.	China
Shanghai Praxair-Yidian Inc.	China
Specialty Gases of America, Inc.	Ohio
TAFA Incorporated	Delaware
Technical Gas S.A.	Venezuela
Texas Welders Supply Company, Inc.	Texas
Thai Carbonic Company, Ltd.	Thailand
Tianjin Praxair, Inc.	China
Tongling Praxair Co., Ltd.	China
Topaz Consultora S.A.	Uruguay
United Welding Supplies, LLC	Texas
Vision Energy Group LLC	Oklahoma

Welco-CGI Gas Technologies, LLC	Delaware
Welco Gases Corp.	New Jersey
Weld World, Inc.	Maryland
Westair Cryogenics Company	Delaware
Westair Cryogenics Holding Company	Delaware
Westair Gas and Equipment, L.P.	Texas
White Martins e White Martins Comercio e Servicos SARL	Luxembourg
White Martins Gases Industriais do Nordeste S.A.	Brazil
White Martins Gases Industriais do Norte S.A.	Brazil
White Martins Gases Industriais Ltda.	Brazil
White Martins Pecem Gases Inudstriais Ltda	Brazil
White Martins Steel Gases Industrials Ltda.	Brazil
WM Steel Gases Industriais Ltda.	Brazil
WM Transporte de Gases Ltda	Brazil
Yara Praxair AB	Sweden
Yara Praxair A/S	Denmark
Yara Praxair AS	Norway
Yara Praxair Holding AS	Norway

EX-23.01

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Praxair, Inc. and Subsidiaries

EXHIBIT 23.01

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 33-48480, 33-93444, 333-304, 333-18141, 333-40003, 333-57386, 333-102020, 333-139328 and 333-183150) and on Form S-8 (No. 33-48479, 33-48478, 33-87274, 33-92868, 33-18111, 333-18113, 333-33801, 333-64608, 333-81248, 333-97191, 333-115191, 333-115192, 333-124618, 333-163005 and 333-183147) of Praxair, Inc. of our report dated February 25, 2015 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10‑K.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Stamford, Connecticut

February 25, 2015

EX-31.01

RULE 13a-14(a) CERTIFICATIONS

Praxair, Inc. and Subsidiaries

EXHIBIT 31.01

I, Stephen F. Angel, certify that:

1. I have reviewed this Annual Report on Form 10-K of Praxair, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent function):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

February 25, 2015	By: /s/ Stephen F. Angel
	Stephen F. Angel
	Chairman, President
	Chief Executive Officer
	(principal executive officer)

EX-31.02

RULE 13a-14(a) CERTIFICATIONS

Praxair, Inc. and Subsidiaries

EXHIBIT 31.02

I, Matthew J. White, certify that:

1. I have reviewed this Annual Report on Form 10-K of Praxair, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent function):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

February 25, 2015	By: /s/ Matthew J. White
	Matthew J. White
	Senior Vice President and
	Chief Financial Officer
	(principal financial officer)

EX-32.01

SECTION 1350 CERTIFICATION

Praxair, Inc. and Subsidiaries

EXHIBIT 32.01

Pursuant to 18 U.S.C. § 1350, the undersigned officer of Praxair, Inc. (the “Company”), hereby certifies that the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

February 25, 2015	By: /s/ Stephen F. Angel
	Stephen F. Angel
	Chairman, President
	Chief Executive Officer
	(principal executive officer)

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.

A signed original of this written statement required by 18 U.S.C. § 1350 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.02

SECTION 1350 CERTIFICATION

Praxair, Inc. and Subsidiaries

EXHIBIT 32.02

Pursuant to 18 U.S.C. § 1350, the undersigned officer of Praxair, Inc. (the “Company”), hereby certifies that the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

February 25, 2015	By: /s/ Matthew J. White
	Matthew J. White
	Senior Vice President and
	Chief Financial Officer
	(principal financial officer)

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.

A signed original of this written statement required by 18 U.S.C. § 1350 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2014

Financial Instruments (Tables) [Abstract]

Derivative Instruments Fair Value and Notional Amounts Table

The following table is a summary of the notional amount and fair value of derivatives outstanding at December 31, 2014 and 2013 for consolidated subsidiaries:

					Fair Value
(Millions of dollars)	Notional Amounts				Assets				Liabilities
December 31,	2014		2013		2014		2013		2014		2013
Derivatives Not Designated as Hedging Instruments:
Currency contracts:
Balance sheet items (a)	$	2,427	$	2,197	$	5	$	4	$	13	$	14
Derivatives Designated as Hedging Instruments:
Currency contracts:
Forecasted purchases (a)	$	—	$	5	$	—	$	—	$	—	$	—
Interest rate contracts:
Interest rate swaps (b)	875		875		14		22		—		—
Total Hedges	$	875	$	880	$	14	$	22	$	—	$	—
Total Derivatives	$	3,302	$	3,077	$	19	$	26	$	13	$	14

________________________

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

(b) Assets are recorded in other current and other long term assets.

Schedule Of Treasury Rate Lock Contracts Table Text Block

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

					Unrecognized Gain / (Loss) (a)
(Millions of dollars)	Year Terminated	Original Gain / (Loss)			December 31, 2014			December 31, 2013
Treasury Rate Locks
Underlying debt instrument:
$500 million 2.20% fixed-rate notes that mature in 2022 (b)	2012	$	(2	)	$	(1	)	$	(2	)
$500 million 3.00% fixed-rate notes that mature in 2021 (b)	2011	(11		)	(8		)	(9		)
$600 million 4.50% fixed-rate notes that mature in 2019 (b)	2009	16			8			10
$500 million 4.625% fixed-rate notes that mature in 2015 (b)	2008	(7		)	—			(1		)
Total – pre-tax					$	(1	)	$	(2	)
Less: income taxes					—			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 of 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 million4.50% fixed-rate notes that mature in 2019. The notional amount of this contract was $500 million.

Schedule of Derivative Instruments Not Designated as Hedging Instruments Table

The following table summarizes the impact of the company's derivatives not designated as hedging instruments on the consolidated statements of income:

(Millions of dollars)	Amount of Pre-Tax Gain (Loss)     Recognized in Earnings *
December 31,	2014			2013			2012
Derivatives Not Designated as Hedging Instruments
Currency contracts:
Balance sheet items:
Debt-related	$	(69	)	$	(46	)	$	33
Other balance sheet items	(2		)	(9		)	(1		)
Anticipated net income	—			—			(4		)
Total	$	(71	)	$	(55	)	$	28

* 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.

Schedule of Derivative Instruments Designated As Hedging Instruments Table

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

(Millions of dollars)	Amount of Gain (Loss) Recognized in AOCI
December 31,	2014			2013		2012
Derivatives Designated as Hedging Instruments**
Currency contracts:
Net Investment hedge	$	(6	)	$	—	$	—
Forecasted purchases	$	1		$	1	$	1
Interest rate contracts:
Treasury rate locks	—			—		(2		)
Total – Pre tax	$	(5	)	$	1	$	(1	)
Less: income taxes	2			—		1
Total - Net of Taxes	$	(3	)	$	1	$	—

** 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 condensed consolidated statements of comprehensive income. The gains (losses) on forecasted purchases and 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 2014 or 2013. The gains (losses) on net investment hedges are reclassified to earnings only when the related currency translation adjustments are required to be reclassified, usually upon sale or liquidation of the investment. The gains (losses) for interest rate contracts are reclassified to earnings as interest expense –net on a straight-line basis over the remaining maturity of the underlying debt. Net losses of less than $1 million are expected to be reclassified to earnings during 2015.

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Income Taxes (Tax Rate Analysis) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Unusual or Infrequent Item [Line Items]
U.S. statutory income tax rate	$ 838		$ 856		$ 804
U.S. statutory income tax rate percentage	35.00%		35.00%		35.00%
State and local taxes - net of federal benefit	31		23		24
State and local taxes - net of federal benefit percentage	1.30%		1.00%		1.00%
U.S. tax credits and deductions	(37)	[1]	(23)	[1]	(22)	[1]
U.S. tax credits and deductions percentage	(1.50%)	[1]	(1.00%)	[1]	(1.00%)	[1]
Foreign tax rate differentials	(186)	[2]	(158)	[2]	(159)	[2]
Foreign tax rate differentials percentage	(7.80%)	[2]	(6.40%)	[2]	(6.90%)	[2]
Income Tax Benefit from Realignment of Italian legal structure			(40)	[3]
Current Foreign Tax Expense (Benefit)	310		427		294
Income Tax Benefit from Realignment of Italian legal structure, Percent			(1.60%)	[3]
Income Tax Benefit from Liquidated Subsidiary					(55)	[4]
Effective Income Tax Rate Reconciliation, Disposition of Business					(2.40%)	[4]
Other - net	(1)		(17)		(6)
Other - net percentage			(0.80%)		(0.20%)
Income Tax Expense (Benefit)	691		649		586
Provision for income taxes percentage	28.90%		26.50%		25.50%
Deferred Foreign Income Tax Expense (Benefit)	29		(71)		43
Income Tax Reconciliation Devaluation	46	[5]	8	[5]
Income Tax Reconciliation Devaluation, percent	1.90%	[5]	0.30%	[5]
statute of limitations lapse [Member]
Unusual or Infrequent Item [Line Items]
Current Foreign Tax Expense (Benefit)	56
Italian Legal Realignment [Member]
Unusual or Infrequent Item [Line Items]
Income Tax Benefit from Realignment of Italian legal structure			40	[3]
Income Tax Reconciliation Realignment Noncontrolling Interests			24
Current Foreign Tax Expense (Benefit)			56
Deferred Foreign Income Tax Expense (Benefit)			$ (96)

[1] U.S. tax credits and deductions relate to manufacturing deductions and to the research and experimentation tax credit.

[2] Primarily related to differences between the U.S. tax rate of 35% and the statutory tax rate in the countries where Praxair operates. 2014 includes $56 million of tax benefits related to a reduction of uncertain tax positions as a result of a lapse of statute of limitations. Other permanent items and tax rate changes were not significant.

[3] In December of 2013, Praxair's Italian legal structure was realigned. As a result of the new structure, an income tax benefit of $40 million ($24 million net of noncontrolling interests) was recorded. The benefit is recorded as $56 million in foreign current tax expense and $(96) million included in federal deferred tax expense.

[4] In 2011 Praxair requested a pre-filing agreement (“PFA”) with the U.S. Internal Revenue Service (“IRS”) related to a loss on a liquidated subsidiary resulting from the divestiture of the U.S. Homecare Business. During the third quarter of 2012, the IRS approved the PFA resulting in a net income tax benefit of $(55) million. The benefit is recorded in U.S. current federal tax expense.

[5] Impact related to non-deductible Venezuela currency devaluations in 2014 and 2013 (see Note 2).

XML

Summary of Significant Accounting Policies Inventory (Details)	Dec. 31, 2014	Dec. 31, 2013
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]
Percentage of LIFO Inventory	6.00%	6.00%

XML

Equity and Redeemable Noncontrolling Interests (Details) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013	Dec. 31, 2012
Class of Stock Disclosures [Abstract]
Noncontrolling Interest, Description	During 2011, Praxair acquired a controlling interest in Yara Praxair, a joint venture in Scandinavia that was previously accounted for as an equity investment (see Note 3). As part of the transaction, the noncontrolling shareholder obtained the right to sell its shares to Praxair starting in the first quarter 2015 for a period of 4 years at a formula price. Praxair also obtained the right to purchase the shares held by the noncontrolling shareholder starting in 2017 for a period of 2 years, also at a formula price. Accordingly, the noncontrolling interests related to Yara Praxair have been recorded in the consolidated balance sheets as redeemable noncontrolling interests. Other redeemable noncontrolling interests relate to three packaged gas distributors in the United States where the noncontrolling shareholders have put options.
Common Stock Shares Authorized	800,000,000		800,000,000
Common stock, par value (usd per share)	$ 0.01		$ 0.01
Common Stock Shares Issued	383,230,625		383,230,625
Common Stock Shares Outstanding	289,261,608		294,133,864
Preferred Stock Authorized	25,000,000		25,000,000
Preferred Stock Par Value	$ 0.01		$ 0.01
Redeemable Noncontrolling Interest [Line Items]
Redeemable Noncontrolling Interests, Beginning Balance	$ 307		$ 252	$ 220
Net Income (Loss) Attributable to Redeemable Noncontrolling Interest	12		24	18
Dividends Paid to Redeemable Noncontrolling Interests	(9)		(11)	(9)
Redemption value adjustments (Note 14)	2		53	13
Foreign currency translation and other	(24)		(11)	10
Payments for Repurchase of Redeemable Noncontrolling Interest	(112)	[1]
Noncontrolling Interest, Increase from Business Combination	(22)
Redeemable Noncontrolling Interests, Ending Balance	176		307	252
Additional Paid-in Capital [Member]
Redeemable Noncontrolling Interest [Line Items]
Noncontrolling Interest, Increase from Business Combination	$ (24)

[1] * In January 2014, Praxair acquired the noncontrolling interests related to Praxair Distribution Mid-Atlantic, LLC. The cash payment is shown in the financing section of the condensed consolidated statements of cash flows under the caption "Noncontrolling interest transactions and other".

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Income Taxes (Net Deferred Tax Liabilities and Valuation Allowances) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012	Dec. 31, 2011
Components of Deferred Tax Assets and Liabilities [Abstract]
Fixed assets	$ 1,402		$ 1,374
Exchange gains	85		61
Goodwill	144		127
Intangible Assets	125		112
Other	146		133
Deferred Tax Liabilities, Gross	1,902		1,807
Carryforwards	333		323
Benefit plans and related	389	[1]	285	[1]
Inventory	18		20
Accruals and other	357	[2]	312	[2]
Total gross deferred tax assets	1,097		940
Valuation allowances	(106)	[3]	(85)	[3]	(86)	(107)
Total net deferred tax assets	991		855
Total deferred tax liabilities	911		952
Prepaid and Other Current Assets, Deferred Taxes	189		181
Other Long-term Assets, Deferred Taxes	98		72
Deferred Credits, Deferred Taxes	1,198		1,205
Deferred tax asset - Pension,OPEB	342		247
Deferred Tax Assets, in Process Research and Development	179		112
Deferred Tax Assets, Goodwill and Intangible Assets	67		70
Valuation Allowance [Abstract]
Charges to expense (income)	(20)		1		9
Valuation Allowances And Reserves Translation Adjustments	6
Other, including write-offs	$ (7)				$ 12

[1] Includes deferred taxes of $342 million and $247 million in 2014 and 2013, respectively, related to pension / OPEB funded status (see Notes 7 and 16).

[2] Includes $179 million and $112 million in 2014 and 2013, respectively, related to research and development costs and $67 million and $70 million in 2014 and 2013, respectively, related to goodwill.

[3] Summary of valuation allowances relating to deferred tax assets follows (millions of dollars): 2014 2013 2012 Balance, January 1,$(85) $(86) $(107) Income tax (charge) benefit(20) 1 9 Translation adjustments6 — — Other, including write-offs(7) — 12 Balance, December 31,$(106) $(85) $(86)

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Retirement Programs (Plans Where the ABO Exceeds Plan Assets Fair Value) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Defined Benefit Plan Disclosure [Line Items]
Plan Assets Related To U.S. Pension Plan Exceeds Accumulated Benefit Obligations		$ 23
U.S. Pension Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Projected Benefit Obligation	2,050	244	[1]
Accumulated Benefit Obligation	1,944	241	[1]
Fair Value of Plan Assets	1,607	127	[1]
International Pension Plans Defined Benefit
Defined Benefit Plan Disclosure [Line Items]
Projected Benefit Obligation	428	360
Accumulated Benefit Obligation	412	352
Fair Value of Plan Assets	$ 234	$ 207

[1] In 2013, plan assets related to the main U.S. retirement program exceeded the ABO by $23 million and was therefore excluded from the table above.

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Quarterly Data (Tables)

12 Months Ended

Dec. 31, 2014

Quarterly Financial Data [Abstract]

Schedule of Quarterly Data (Unaudited) Table

(Dollar amounts in millions, except per share data)

2014	1Q		2Q		3Q		4Q (a)		YEAR (a)
Sales	$	3,026	$	3,113	$	3,144	$	2,990	$	12,273
Cost of sales, exclusive of depreciation and amortization	$	1,726	$	1,767	$	1,780	$	1,689	$	6,962
Depreciation and amortization	$	285	$	293	$	301	$	291	$	1,170
Operating profit	$	675	$	697	$	711	$	525	2,608
Net income – Praxair, Inc.	$	448	$	467	$	477	$	302	$	1,694
Basic Per Share Data
Net income	$	1.52	$	1.59	$	1.63	$	1.04	$	5.79
Weighted average shares (000’s)	294,195		292,945		292,170		290,667		292,494
Diluted Per Share Data
Net income	$	1.51	$	1.58	$	1.62	$	1.03	$	5.73
Weighted average shares (000’s)	297,253		295,976		295,239		293,555		295,608

2013	1Q (a)		2Q		3Q (a)		4Q (a)		YEAR (a)
Sales	$	2,888	$	3,014	$	3,013	$	3,010	$	11,925
Cost of sales, exclusive of depreciation and amortization	$	1,638	$	1,710	$	1,697	$	1,699	$	6,744
Depreciation and amortization	$	266	$	275	$	281	$	287	$	1,109
Operating profit	$	600	$	665	$	670	$	690	$	2,625
Net income – Praxair, Inc.	$	391	$	445	$	445	$	474	$	1,755
Basic Per Share Data
Net income	$	1.32	$	1.50	$	1.51	$	1.61	$	5.94
Weighted average shares (000’s)	296,604		295,668		295,124		294,697		295,523
Diluted Per Share Data
Net income	$	1.30	$	1.49	$	1.49	$	1.59	$	5.87
Weighted average shares (000’s)	299,700		298,654		298,357		298,225		298,965

________________________

(a) 2014 and 2013 include the impact of the following benefits/(charges) (see Notes 2, 5 & 7):

(Millions of dollars)	Operating Profit/ (Loss)			Net Income/ (Loss)			Diluted Earnings Per Share
Venezuela currency devaluation - Q4	$	(131	)	$	(131	)	$	(0.45	)
Pension settlement charge - Q4	(7		)	(5		)	(0.02		)
Bond redemption -Q4	—			(22		)	(0.07		)
Year 2014	$	(138	)	$	(158	)	$	(0.54	)
Venezuela currency devaluation – Q1	$	(23	)	$	(23	)	$	(0.08	)
Pension settlement charge – Q3	(9		)	(6		)	(0.02		)
Income tax benefit - Q4	—			24			0.08
Bond redemption - Q4	—			(12		)	(0.04		)
Year 2013	$	(32	)	$	(17	)	$	(0.06	)

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Earnings Per Share - Praxair, Inc. Shareholders (Tables)

12 Months Ended

Dec. 31, 2014

Earnings Per Share [Abstract]

Earnings Per Share Table - Praxair, Inc. Shareholders - Table

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:

	2014		2013		2012
Numerator (Millions of dollars)
Net income – Praxair, Inc.	$	1,694	$	1,755	$	1,692
Denominator (Thousands of shares)
Weighted average shares outstanding	291,987		294,994		297,746
Shares earned and issuable under compensation plans	507		529		570
Weighted average shares used in basic earnings per share	292,494		295,523		298,316
Effect of dilutive securities
Stock options and awards	3,114		3,442		3,529
Weighted average shares used in diluted earnings per share	295,608		298,965		301,845
Basic Earnings Per Common Share	$	5.79	$	5.94	$	5.67
Diluted Earnings Per Common Share	$	5.73	$	5.87	$	5.61

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Retirement Programs (Assumptions Used in Determining Benefit Obligations and Net Benefit Costs) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014		Dec. 31, 2013
Defined Benefit Plan, Assumed Health Care Cost Trend Rates [Abstract]
Healthcare Cost Trend Assumed		7.50%		8.00%
Defined Benefit Plan, Ultimate Health Care Cost Trend Rate		5.00%		5.00%
Year in Which the Rate Reaches the Ultimate Trend Rate		2020		2020
Defined Benefit Plan, Effect of One-Percentage Point Change in Assumed Health Care Cost Trend Rates [Abstract]
One Percent Increase Of OPEB Benefit Obligation		3
One Percent Decrease Of OPEB Benefit Obligation		(2)
U.S. Pension Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount Rate - Utilized for Obligation		3.95%		4.80%
Rate of Increase in Compensation Levels - Utilized for Obligation		3.25%		3.25%
Discount Rate - Utilized for Expense		4.80%		3.90%
Rate of Increase in Compensation Levels - Utilized for Expense		3.25%		3.25%
Expected Long-Term Rate of Return on Plan Assets - Utilized for Expense	8.00%	8.00%	[1]	8.00%
U.S. Pension Plans [Member] | Return Experienced Over Last 10 years [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Actual Rate of Return on Plan Assets		6.20%
U.S. Pension Plans [Member] | Return Experienced Over Last 20 years [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Actual Rate of Return on Plan Assets		8.20%
International Pension Plans Defined Benefit
Defined Benefit Plan Disclosure [Line Items]
Discount Rate - Utilized for Obligation		5.36%		6.30%
Rate of Increase in Compensation Levels - Utilized for Obligation		3.72%		4.00%
Discount Rate - Utilized for Expense		6.30%		5.80%
Rate of Increase in Compensation Levels - Utilized for Expense		4.00%		4.00%
Expected Long-Term Rate of Return on Plan Assets - Utilized for Expense		8.10%	[1]	7.50%
International Pension Plans Defined Benefit | Return Experienced Over Last 10 years [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Actual Rate of Return on Plan Assets		8.30%
International Pension Plans Defined Benefit | Return Experienced Over Last 20 years [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Actual Rate of Return on Plan Assets		9.70%
Other Postretirement Benefit Plans Defined Benefit
Defined Benefit Plan Disclosure [Line Items]
Discount Rate - Utilized for Obligation		4.48%		5.87%
Discount Rate - Utilized for Expense		5.87%		5.00%
Equity Securities [Member] | U.S. Pension Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Expected Rate of Return on Plan Assets		9.50%
Equity Securities [Member] | International Pension Plans Defined Benefit
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Expected Rate of Return on Plan Assets		10.00%
Fixed Income Pooled Funds | U.S. Pension Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Expected Rate of Return on Plan Assets		5.50%
Fixed Income Pooled Funds | International Pension Plans Defined Benefit
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Expected Rate of Return on Plan Assets		7.50%
Other Investment [Member] | U.S. Pension Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Expected Rate of Return on Plan Assets		7.00%
Other Investment [Member] | International Pension Plans Defined Benefit
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Expected Rate of Return on Plan Assets		7.50%

[1] The expected long term rate of return on the U.S. and international plan assets is estimated based on the plans' investment strategy and asset allocation, historical capital market performance and, to a lesser extent, historical plan performance. For the U.S. plans, the expected rate of return of 8.00% was derived based on the target asset allocation of 50%-70% equity securities (approximately 9.5% expected return), 20%-40% fixed income securities (approximately 5.5% expected return) and 2% - 10% real estate funds (approximately 7% expected return). For the international plans, the expected rate of return was derived based on the weighted average target asset allocation of 30%-50% equity securities (approximately 10% expected return), 40%-60% fixed income securities (approximately 7.5% expected return), and 0%-10% alternative investments (approximately 7.5% expected return). For the U.S. plan assets, the actual annualized total returns for the most recent 10-year and 20-year periods ended December 31, 2014 were approximately 6.2% and 8.2%, respectively. For the international plan assets, the actual annualized total returns for the same two periods were approximately 8.3% and 9.7%, respectively. Changes to plan asset allocations and investment strategy over this time period limit the value of historical plan performance as factor in estimating the expected long term rate of return. For 2015, the expected long-term rate of return on plan assets will be 8.00% for the U.S. plans. Expected weighted average returns for international plans will vary. OPEBAssumed healthcare cost trend rates2014 2013Healthcare cost trend assumed7.50% 8.00%Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)5.00% 5.00%Year that the rate reaches the ultimate trend rate2020 2020

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Retirement Programs (Additional Information) (Details) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Multiemployer Plans [Abstract]
Multiemployer Plan Contributions	$ 2	$ 2	$ 1
Estimated number of union employees in multiemployer plans	200
Number of Multiemployer Plans Participated In	7
Number of Multiemployer Plans With Pending or Implemented Rehabilitation Plans	5
Multiemployer Plans, General Nature	According to the most current data available, four of the MEPs that the Company participates are in a Red zone status; one is in a Yellow zone status; and two are in a Green zone status. As of December 31, 2014, the five Red and Yellow Zone plans have pending or have implemented financial improvement or rehabilitation plans.
Praxair U.S. Defined Contribution Savings Plans
Retirement Programs - Defined Contribution Plans [Line Items]
Defined Contribution Plan Contributions	26	25	24
Maximum amount employees may contribute to the respective plan subject to IRS limitations	40.00%
Shares of Common Stock in ESOPs	3,053,710
Praxair International Defined Contribution Savings Plans
Retirement Programs - Defined Contribution Plans [Line Items]
Defined Contribution Plan Contributions	$ 17	$ 17	$ 12

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Income Taxes (Unrecognized Tax Positions) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Extraordinary and Unusual Items [Abstract]
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	$ 8		$ 12
Expenses (Income) for interest and penalties on tax reserves	(3)		(11)		1
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized income tax benefits, January 1	121		142		163
Additions for tax positions of prior years	13		8		12
Reductions for tax positions of prior years	(2)		(24)		(17)
Additions for current year tax positions	3		10
Reductions for settlements with taxing authorities	(3)	[1]	(2)	[1]	(1)	[1]
Reductions as a result of a lapse of an applicable statute of limitations	(56)	[2]	(1)	[2]	(9)	[2]
Foreign currency translation and other	(5)		(12)		(6)
Unrecognized income tax benefits, December 31	$ 71		$ 121		$ 142

[1] (a)Settlements are uncertain tax positions that were effectively settled with the taxing authorities, including positions where the company has agreed to amend its tax returns to eliminate the uncertainty.

[2] U.S. tax credits and deductions relate to manufacturing deductions and to the research and experimentation tax credit.

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Retirement Programs (Changes In Plan Assets and Benefit Obligations Recognized in OCI) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Pension Plans Defined Benefit Member
Defined Benefit Plan Disclosure [Line Items]
Current Year Net Actuarial Loss (Gain)	$ 356	[1]	$ (356)	[1]
Amortization of Net Actuarial Gains (Losses)	(59)		(90)
Amortization of Prior Service Credits (Costs)	(1)		(1)
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Settlements	(7)	[2]	(9)	[2]	(10)	[2]
Foreign Currency Translation and Other	(16)		(12)
Total Recognized in Other Comprehensive Income	273		(468)
Other Postretirement Benefit Plans Defined Benefit
Defined Benefit Plan Disclosure [Line Items]
Current Year Net Actuarial Loss (Gain)	(21)	[1]	(39)	[1]
Amortization of Net Actuarial Gains (Losses)	2		(1)
Amortization of Prior Service Credits (Costs)	6		6
Foreign Currency Translation and Other	(1)		(1)
Total Recognized in Other Comprehensive Income	$ (14)		$ (35)

[1] The pension net actuarial losses in 2014 relates primarily to the decrease in discount rates, when compared to 2013 and updated mortality assumptions. The pension net actuarial gain in 2013 relates primarily to the increase in discount rates, when compared to 2012. The OPEB net actuarial gains in 2014 relates primarily to favorable plan experience, and the 2013 net actuarial gain relates primarily to higher discount rates.

[2] * 2014 includes a $7 millions charge in the fourth quarter related to one-time lump sum benefit payment of vested pension benefits to certain former employees. 2012 and 2013 includes a $9 million charge in the third quarter primarily related to the retirement of senior managers in the United States (see Note 2)

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Quarterly Data (Details) (USD $) In Millions, except Share data in Thousands, unless otherwise specified	3 Months Ended												12 Months Ended
	Dec. 31, 2014		Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013		Sep. 30, 2013		Jun. 30, 2013	Mar. 31, 2013		Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Additional Information [Line Items]
Operating Profit (Loss)	$ 525	[1]	$ 711	$ 697	$ 675	$ 690		$ 670	[1]	$ 665	$ 600	[1]	$ 2,608	[1]	$ 2,625	[1]	$ 2,437
Net Income (Loss) – Praxair, Inc.	302	[1]	477	467	448	474	[1]	445	[1]	445	391	[1]	1,694	[1]	1,755	[1]	1,692
Diluted Earnings Per Common Share	$ 1.03		$ 1.62	$ 1.58	$ 1.51	$ 1.59		$ 1.49		$ 1.49	$ 1.30		$ 5.73		$ 5.87		$ 5.61
Selected Quarterly Financial Information [Abstract]
Sales	2,990		3,144	3,113	3,026	3,010		3,013		3,014	2,888		12,273	[2]	11,925	[2]	11,224	[2]
Cost of sales, exclusive of depreciation and amortization	1,689		1,780	1,767	1,726	1,699		1,697		1,710	1,638		6,962		6,744		6,396
Depreciation and amortization	291		301	293	285	287		281		275	266		1,170		1,109		1,001
Operating Profit (Loss)	525	[1]	711	697	675	690		670	[1]	665	600	[1]	2,608	[1]	2,625	[1]	2,437
Net Income (Loss) – Praxair, Inc.	302	[1]	477	467	448	474	[1]	445	[1]	445	391	[1]	1,694	[1]	1,755	[1]	1,692
Basic Earnings Per Common Share	$ 1.04		$ 1.63	$ 1.59	$ 1.52	$ 1.61		$ 1.51		$ 1.50	$ 1.32		$ 5.79		$ 5.94		$ 5.67
Basic weighted average shares outstanding (in thousands)	290,667		292,170	292,945	294,195	294,697		295,124		295,668	296,604		292,494		295,523		298,316
Diluted Earnings Per Common Share	$ 1.03		$ 1.62	$ 1.58	$ 1.51	$ 1.59		$ 1.49		$ 1.49	$ 1.30		$ 5.73		$ 5.87		$ 5.61
Diluted weighted average shares outstanding (in thousands)	293,555		295,239	295,976	297,253	298,225		298,357		298,654	299,700		295,608		298,965		301,845
Venezuela Currency Devaluation [Member]
Additional Information [Line Items]
Operating Profit (Loss)	(131)										(23)		(131)		(23)
Net Income (Loss) – Praxair, Inc.	(131)										(23)		(131)		(23)
Diluted Earnings Per Common Share	$ (0.45)										$ (0.08)
Selected Quarterly Financial Information [Abstract]
Operating Profit (Loss)	(131)										(23)		(131)		(23)
Net Income (Loss) – Praxair, Inc.	(131)										(23)		(131)		(23)
Diluted Earnings Per Common Share	$ (0.45)										$ (0.08)
Cost Reduction Program [Member]
Additional Information [Line Items]
Operating Profit (Loss)																	(56)
Net Income (Loss) – Praxair, Inc.																	(38)
Selected Quarterly Financial Information [Abstract]
Operating Profit (Loss)																	(56)
Net Income (Loss) – Praxair, Inc.																	(38)
Pension Settlement Charge [Member]
Additional Information [Line Items]
Operating Profit (Loss)	(7)							(9)					(7)		(9)		(9)
Net Income (Loss) – Praxair, Inc.	(5)							(6)					(5)		(6)		(6)
Diluted Earnings Per Common Share	$ (0.02)							$ (0.02)
Selected Quarterly Financial Information [Abstract]
Operating Profit (Loss)	(7)							(9)					(7)		(9)		(9)
Net Income (Loss) – Praxair, Inc.	(5)							(6)					(5)		(6)		(6)
Diluted Earnings Per Common Share	$ (0.02)							$ (0.02)
Income tax benefit [Member]
Additional Information [Line Items]
Net Income (Loss) – Praxair, Inc.						24
Diluted Earnings Per Common Share						$ 0.08
Selected Quarterly Financial Information [Abstract]
Net Income (Loss) – Praxair, Inc.						24
Diluted Earnings Per Common Share						$ 0.08
Total Impact Of Items [Member]
Additional Information [Line Items]
Operating Profit (Loss)													(138)		(32)
Net Income (Loss) – Praxair, Inc.													(158)		(17)
Diluted Earnings Per Common Share													$ (0.54)		$ (0.06)
Selected Quarterly Financial Information [Abstract]
Operating Profit (Loss)													(138)		(32)
Net Income (Loss) – Praxair, Inc.													(158)		(17)
Diluted Earnings Per Common Share													$ (0.54)		$ (0.06)
Bond Redemption [Member]
Additional Information [Line Items]
Net Income (Loss) – Praxair, Inc.	(22)					(12)
Diluted Earnings Per Common Share	$ (0.07)					$ (0.04)
Selected Quarterly Financial Information [Abstract]
Net Income (Loss) – Praxair, Inc.	$ (22)					$ (12)
Diluted Earnings Per Common Share	$ (0.07)					$ (0.04)

[1] 2014 and 2013 include the impact of the following benefits/(charges) (see Notes 2, 5 & 7):(Millions of dollars)OperatingProfit/(Loss) NetIncome/(Loss) Diluted Earnings Per ShareVenezuela currency devaluation - Q4$(131) $(131) $(0.45)Pension settlement charge - Q4(7) (5) (0.02)Bond redemption -Q4— (22) (0.07)Year 2014$(138) $(158) $(0.54) Venezuela currency devaluation – Q1$(23) $(23) $(0.08)Pension settlement charge – Q3(9) (6) (0.02)Income tax benefit - Q4— 24 0.08Bond redemption - Q4— (12) (0.04)Year 2013$(32) $(17) $(0.06)

[2] Sales reflect external sales only. Intersegment Sales, primarily from North America to other segments, were not material.

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Retirement Programs (Pension Plan Asset Fair Value By Category And Level 3 Rollforward) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Level 1 Member | Cash And Cash Equivalents
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	$ 1	$ 2
Level 1 Member | U S Equity Securities
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	340	285
Level 1 Member | International Equity Securities
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	82	82
Level 1 Member | Equity Mutual Funds
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	330	393
Level 1 Member | Fixed Income Mutual Funds
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	253	308
Level 1 Member | Total pension assets, by level
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	1,006	1,070
Level 2 Member | Pooled Funds in Equity Securities
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	565	630
Level 2 Member | U.S. Government Bonds
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	44	39
Level 2 Member | International Government Bonds
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	125	128
Level 2 Member | Corporate Bonds
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	175	176
Level 2 Member | Fixed Income Pooled Funds
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	90	80
Level 2 Member | Total pension assets, by level
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	999	1,053
Level 3 Member | Insurance Contract
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	53	48	48
Gains or losses for the period	12
Foreign Currency Translation	(7)
Level 3 Member | Real Estate Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	110
Gains or losses for the period	10
Defined Benefit Plan, Assets Transferred to (from) Plan	100
Level 3 Member | Total pension assets, by level
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	163	48	48
Gains or losses for the period	22
Defined Benefit Plan, Assets Transferred to (from) Plan	100
Foreign Currency Translation	(7)
Total pension assets for all levels | Cash And Cash Equivalents
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	1	2
Total pension assets for all levels | U S Equity Securities
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	340	285
Total pension assets for all levels | International Equity Securities
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	82	82
Total pension assets for all levels | Equity Mutual Funds
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	330	393
Total pension assets for all levels | Pooled Funds in Equity Securities
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	565	630
Total pension assets for all levels | U.S. Government Bonds
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	44	39
Total pension assets for all levels | International Government Bonds
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	125	128
Total pension assets for all levels | Fixed Income Mutual Funds
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	253	308
Total pension assets for all levels | Corporate Bonds
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	175	176
Total pension assets for all levels | Fixed Income Pooled Funds
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	90	80
Total pension assets for all levels | Insurance Contract
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	53	48
Total pension assets for all levels | Real Estate Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	110
Total pension assets for all levels | Total pension assets, by level
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	2,168	2,171
Other Postretirement Benefit Plans Defined Benefit
Defined Benefit Plan Disclosure [Line Items]
Net Settlements	(25)	(23)
U.S. Pension Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	1,607	1,620	1,391
Gains or losses for the period	108	271
Net Settlements	(136)	(99)
Foreign Pension Plans, Defined Benefit [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	561	551	558
Gains or losses for the period	76	43
Net Settlements	(35)	(38)
Foreign Currency Translation	$ (52)	$ (34)

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Retirement Programs (AOCI Expected to be Recognized as Components of Net Periodic Benefit Costs in 2011) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014
Pension Plans Defined Benefit Member
Defined Benefit Plan Disclosure [Line Items]
Net Actuarial Loss (Gain)	$ 82
Prior Service Cost (Credit)	1
Total AOCI Expected to be Recognized as Components of Net Periodic Benefit Cost During Upcoming Year	83
Other Postretirement Benefit Plans Defined Benefit
Defined Benefit Plan Disclosure [Line Items]
Net Actuarial Loss (Gain)	(3)
Total AOCI Expected to be Recognized as Components of Net Periodic Benefit Cost During Upcoming Year	$ (3)

XML

Share-Based Compensation (Details) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Praxair, Inc. Closing Stock Price	$ 129.56
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Outstanding at beginning of period - average exercise price	$ 81.42
Granted - average exercise price	$ 128.80
Exercised - average exercise price	$ 63.39
Cancelled or Expired - average exercise price	$ 110.68
Outstanding at end of period - average exercise price	$ 89.02	$ 81.42
Exercisable at December 31, 2014 - average exercise price	$ 79.74
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Stock Options Outstanding at Beginning of Period	11,161,000
Stock Options Granted	1,293,000
Stock Options Exercised	(1,380,000)
Stock Options Cancelled or Expired	(93,000)
Stock Options Outstanding at End of Period	10,981,000	11,161,000
Stock Options Exercisable at December 31, 2014	8,400,000
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Dividend yield	2.00%	2.20%	2.00%
Volatility	15.20%	21.70%	22.50%
Risk-free interest rate	1.57%	0.76%	0.86%
Expected term years	5 years	5 years	5 years
Additional Company Information [Abstract]
Share-based compensation expense	$ 51	$ 70	$ 70
Share-based compensation expense related income tax benefit	14	21	21
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract]
Weighted-average fair values of options granted	$ 14.62	$ 16.31	$ 17.43
Total intrinsic value of stock options exercised	93	143	165
Cash received from option exercises	88
Total Cash Tax Benefit	48
Excess tax benefit on stock based compensation	31	46	60
Average Remaining Life (years) [Abstract]
Outstanding at December 31, 2014 - average remaining life	5 years 4 months
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	4 years 4 months
Aggregate Intrinsic Value [Abstract]
Outstanding at December 31, 2014 - intrinsic value	445
Exercisable at December 31, 2014 - intrinsic value	418
Equity Plan 2009 Praxair, Inc. Long-term Incentive Plan For Employees Member
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares authorized for grant	8,000,000
Authorized for issuance as RS, RSU or PSU	2,600,000
Shares remaining available for equity grants	7,982,085
Equity Plan 2005 Equity Compensation Plan For Non-employee Directors Of Praxair, Inc. Member
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares authorized for grant	500,000
Stock Options [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation expense	$ 18
Performance Period (years)	1 year 0 months

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments And Contingencies

NOTE 17. COMMITMENTS AND CONTINGENCIES

The company accrues non income-tax liabilities for contingencies when management believes that a loss is probable and the amounts can be reasonably estimated, while contingent gains are recognized only when realized. In the event any losses are sustained in excess of accruals, they will be charged against income at that time. Attorney fees are recorded as incurred. Commitments represent obligations, such as those for future purchases of goods or services, that are not yet recorded on the company’s balance sheet as liabilities. The company records liabilities for commitments when incurred (i.e., when the goods or services are received).

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. However, 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.

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 recently 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. Although it is difficult to estimate the timing of resolution of legal matters in Brazil, it is possible that individual disputed matters may be resolved during the next year.

• At December 31, 2014 the most significant non-income and income tax claims in Brazil, after enrollment in the Refis Program, relate to state VAT tax matters associated with procedural issues 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 $180 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$828 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$640 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. Currently, 50% of the guarantee is satisfied by letters of credit with a financial institution and 50% of the guarantee is satisfied by equity of a Brazilian subsidiary.

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.

Contingent Asset - Resolution

Praxair's Brazilian-based subsidiary, White Martins, had a long-standing claim against a Brazilian power company, Bandeirante Energia SA, which had been successfully litigated, and in 2011 the courts released a cash deposit to White Martins, subject to completion of an appeal process. During the first quarter of 2012, White Martins was notified that the appeal process was favorably concluded, and accordingly, recognized a $24 million gain to other income (expense), net of legal fees and another litigation matter.

Commitments and Contractual Obligations

The following table sets forth Praxair’s material commitments and contractual obligations as of December 31, 2014, excluding leases, tax liabilities for uncertain tax positions, long-term debt, other post retirement and pension obligations which are summarized elsewhere in the financial statements (see Notes 4, 7, 11, and 16):

(Millions of dollars) Expiring through December 31,	Unconditional Purchase Obligations		Construction Commitments		Guarantees and Other
2015	$	543	$	954	$	12
2016	491		404		59
2017	460		27		—
2018	445		—		—
2019	393		—		—
Thereafter	3,021		—		—
	$	5,353	$	1,385	$	71

Unconditional purchase obligations of $5,353 million represent contractual commitments under various long and short-term take-or-pay arrangements with suppliers and are not included on Praxair's balance sheet. These obligations are primarily minimum-purchase commitments for helium, electricity, natural gas and feedstock used to produce atmospheric and process gases. A significant portion of these obligations is passed on to customers through similar take-or-pay or other contractual arrangements. Purchase obligations that are not passed along to customers through such contractual arrangements are subject to market conditions, but do not represent a material risk to Praxair. During 2014, payments related to Praxair's unconditional purchase obligations totaled $1,021 million, including $481 million for electricity and $225 million for natural gas. Approximately $3,550 million of the purchase obligations relates to power and is intended to secure the uninterrupted supply of electricity and feedstock to Praxair's plants to reliably satisfy customer product supply obligations, and extend through 2030. Certain of the power contracts contain various cancellation provisions requiring supplier agreement which the company believes could reduce the reported obligation significantly, if desired, and many are subject to annual escalations based on local inflation factors. The purchase obligations also include a multi-year contract for silane, with a total purchase obligation of $142 million as of December 31, 2014. Since this contract was signed, the market for silane has not developed as expected and prices have decreased due to lower demand from the photovoltaics markets, primarily in Asia. At December 31, 2014, Praxair's current selling prices and estimated future demand for silane are in excess of its contractual purchase obligations under the contract. The company is continually monitoring market developments.

Construction commitments of $1,385 million represent outstanding commitments to complete authorized construction projects as of December 31, 2014. A significant portion of Praxair’s capital spending is related to the construction of new production facilities to satisfy customer commitments which may take a year or more to complete.

Guarantees and other of $71 million include $70 million related to Praxair’s contingent obligations under guarantees of certain debt of unconsolidated affiliates and $1 million of various guarantees relating to outstanding receivables and repurchase agreements. Unconsolidated equity investees had total debt of approximately $245 million at December 31, 2014, which was non-recourse to Praxair with the exception of the guaranteed portions described above. Praxair has no significant financing arrangements with closely-held related parties.

At December 31, 2014, Praxair had undrawn outstanding letters of credit, bank guarantees and surety bonds valued at approximately $1,240 million from financial institutions, including $524 million relating to the CADE anti-trust litigation in Brazil. These relate primarily to customer contract performance guarantees (including plant construction in connection with certain on-site contracts), self-insurance claims and other commercial and governmental requirements, including foreign litigation matters.

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Venezuela Currency Devaluation and Other Charges - Net (Restructuring and Related Information) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended												12 Months Ended					3 Months Ended
	Dec. 31, 2014		Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013		Sep. 30, 2013		Jun. 30, 2013	Mar. 31, 2013		Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012 employee	Dec. 31, 2012	Feb. 13, 2013
Restructuring And Related Cost [Line Items]
Net income – Praxair, Inc.	$ 302	[1]	$ 477	$ 467	$ 448	$ 474	[1]	$ 445	[1]	$ 445	$ 391	[1]	$ 1,694	[1]	$ 1,755	[1]	$ 1,692
Operating Profit (Loss)	525	[1]	711	697	675	690		670	[1]	665	600	[1]	2,608	[1]	2,625	[1]	2,437
Severance Costs													22		14		17
Restructuring Reserve [Abstract]
Restructuring and Related Cost, Number of Positions Eliminated																	410
Income Tax Expense (Benefit)													691		649		586
Noncontrolling Interests													52		81		52
Severance Costs
Restructuring Reserve [Abstract]
Cost reduction program - Period Start					15						30		15		30			43
Less: Cash payments													(4)		(16)			(13)
Restructuring Reserve, Translation Adjustment													(4)		1
Cost reduction program - Period End	7					15							7		15		30	30
Costs Associated with Exit or Disposal Activities
Restructuring Reserve [Abstract]
Cost reduction program - Period Start											4				4			13
Less: Cash payments															(4)
Less: Non-cash asset write-offs																		(9)
Cost reduction program - Period End																	4	4
Total Cost Reduction Program
Restructuring Reserve [Abstract]
Cost reduction program - Period Start					15						34		15		34			56
Less: Cash payments													(4)		(20)			(13)
Less: Non-cash asset write-offs																		(9)
Restructuring Reserve, Translation Adjustment													(4)		1
Cost reduction program - Period End	7					15							7		15		34	34
North America Segment Member
Restructuring And Related Cost [Line Items]
Operating Profit (Loss)													1,580		1,538		1,465
North America Segment Member | Severance Costs
Restructuring And Related Cost [Line Items]
Severance Costs																	1
North America Segment Member | Total Cost Reduction Program
Restructuring And Related Cost [Line Items]
Total Cost Reduction Program																	1
South America Segment Member
Restructuring And Related Cost [Line Items]
Operating Profit (Loss)													449		467		429
South America Segment Member | Severance Costs
Restructuring And Related Cost [Line Items]
Severance Costs																	1
South America Segment Member | Total Cost Reduction Program
Restructuring And Related Cost [Line Items]
Total Cost Reduction Program																	1
Europe Segment Member
Restructuring And Related Cost [Line Items]
Operating Profit (Loss)													291		270		256
Europe Segment Member | Severance Costs
Restructuring And Related Cost [Line Items]
Severance Costs																	28
Europe Segment Member | Costs Associated with Exit or Disposal Activities
Restructuring And Related Cost [Line Items]
Costs Associated with Exit or Disposal Activities																	8
Europe Segment Member | Total Cost Reduction Program
Restructuring And Related Cost [Line Items]
Total Cost Reduction Program																	36
Asia Segment Member
Restructuring And Related Cost [Line Items]
Operating Profit (Loss)													303		271		246
Asia Segment Member | Severance Costs
Restructuring And Related Cost [Line Items]
Severance Costs																	2
Asia Segment Member | Total Cost Reduction Program
Restructuring And Related Cost [Line Items]
Total Cost Reduction Program																	2
Surface Technologies Segment [Member]
Restructuring And Related Cost [Line Items]
Operating Profit (Loss)													123		111		106
Surface Technologies Segment [Member] | Severance Costs
Restructuring And Related Cost [Line Items]
Severance Costs																	11
Surface Technologies Segment [Member] | Costs Associated with Exit or Disposal Activities
Restructuring And Related Cost [Line Items]
Costs Associated with Exit or Disposal Activities																	5
Surface Technologies Segment [Member] | Total Cost Reduction Program
Restructuring And Related Cost [Line Items]
Total Cost Reduction Program																	16
Total Segments
Restructuring And Related Cost [Line Items]
Operating Profit (Loss)													2,746		2,657		2,502
Total Segments | Severance Costs
Restructuring And Related Cost [Line Items]
Severance Costs																	43
Total Segments | Costs Associated with Exit or Disposal Activities
Restructuring And Related Cost [Line Items]
Costs Associated with Exit or Disposal Activities																	13
Total Segments | Total Cost Reduction Program
Restructuring And Related Cost [Line Items]
Total Cost Reduction Program																	56
Venezuela Currency Devaluation [Member]
Restructuring And Related Cost [Line Items]
Venezuela Exchange Rate	50												50				4.30	4.30	6.30
Net income – Praxair, Inc.	(131)										(23)		(131)		(23)
Operating Profit (Loss)	(131)										(23)		(131)		(23)
Restructuring Reserve [Abstract]
Income (Loss) from Continuing Operations, Per Diluted Share													$ 0.45		$ 0.08
Cost Reduction Program [Member]
Restructuring And Related Cost [Line Items]
Net income – Praxair, Inc.																	(38)
Operating Profit (Loss)																	(56)
Restructuring Reserve [Abstract]
Income Tax Expense (Benefit)																	(16)
Noncontrolling Interests																	(2)
Income (Loss) from Continuing Operations, Per Diluted Share																	$ 0.12
Income tax benefit [Member]
Restructuring And Related Cost [Line Items]
Net income – Praxair, Inc.						24
Total Impact Of Items [Member]
Restructuring And Related Cost [Line Items]
Net income – Praxair, Inc.													(158)		(17)
Operating Profit (Loss)													$ (138)		$ (32)

[1] 2014 and 2013 include the impact of the following benefits/(charges) (see Notes 2, 5 & 7):(Millions of dollars)OperatingProfit/(Loss) NetIncome/(Loss) Diluted Earnings Per ShareVenezuela currency devaluation - Q4$(131) $(131) $(0.45)Pension settlement charge - Q4(7) (5) (0.02)Bond redemption -Q4— (22) (0.07)Year 2014$(138) $(158) $(0.54) Venezuela currency devaluation – Q1$(23) $(23) $(0.08)Pension settlement charge – Q3(9) (6) (0.02)Income tax benefit - Q4— 24 0.08Bond redemption - Q4— (12) (0.04)Year 2013$(32) $(17) $(0.06)

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Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

The weighted-average fair value of options granted during 2014 was $14.62 per option ($16.31 in 2013 and $17.43 in 2012) based on the Black-Scholes Options-Pricing model. The following weighted-average assumptions were used for grants in 2014, 2013 and 2012:

Year Ended December 31,	2014		2013		2012
Dividend yield	2.0	%	2.2	%	2.0	%
Volatility	15.2	%	21.7	%	22.5	%
Risk-free interest rate	1.57	%	0.76	%	0.86	%
Expected term years	5		5		5

Schedule of Share-based Compensation, Stock Options, Activity

The following table summarizes option activity under the plans for 2014 (averages are calculated on a weighted basis; life in years; intrinsic value expressed in millions):

Activity	Number  of Options (000’s)		Average Exercise Price		Average Remaining Life	Aggregate Intrinsic Value
Outstanding at January 1, 2014	11,161		$	81.42
Granted	1,293		128.80
Exercised	(1,380	)	63.39
Cancelled or expired	(93	)	110.68
Outstanding at December 31, 2014	10,981		$	89.02	5.3	$	445
Exercisable at December 31, 2014	8,400		$	79.74	4.3	$	418

Performance Based and Restricted Stock Activity

The following table summarizes non-vested performance-based and restricted stock award activity as of December 31, 2014 and changes during the period then ended (shares based on target amounts, averages are calculated on a weighted basis):

	Performance-Based				Restricted Stock
Performance-Based and Restricted Stock Activity	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, 2014	867		$	99.55	337		$	100.41
Granted (a)	328		121.16		95		122.55
Vested	(338	)	92.06		(109	)	96.02
Cancelled	(24	)	110.27		(16	)	104.61
Non-vested at December 31, 2014	833		$	109.09	307		$	106.63

(a) Performance-based stock unit ("PSU") grants during 2014 include 49 thousand shares relating to the actual payout of the 2011 PSU grants in 2014.

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Retirement Programs (Funded Status) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Other Long-Term Assets	$ 35	$ 42
Other Current Liabilities	(39)	(33)
Other Long-Term Liabilities	(777)	(498)
Deferred Tax Benefit	(342)	(247)
U.S. Pension Plans [Member]
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Benefit Obligation January 1	1,791	1,926
Service cost	34	38
Interest cost	85	74
Actuarial Loss (Gain)	276	(148)
Benefits Paid	(136)	(99)
Benefit Obligation December 31	2,050	1,791
Accumulated Benefit Obligation	1,944	1,712
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Defined Benefit Plan Fair Value of Plan Assets Balance, Beginning of Year	1,620	1,391
Gains or losses for the period	108	271
Company Contributions	2	35
Benefits Paid From Plan Assets	(123)	(77)
Defined Benefit Plan Fair Value of Plan Assets Balance, End of Year	1,607	1,620
Other Current Liabilities	(18)	(10)
Other Long-Term Liabilities	(425)	(161)
Fund status - net amount recognized, December 31	(443)	(171)
Net Actuarial Loss (Gain)	792	563
Prior Service Cost (Credit)		1
Deferred Tax Benefit	(303)	(215)
Amount recognized in accumulated other comprehensive income (loss)	489	349
International Pension Plans Defined Benefit
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Benefit Obligation January 1	661	727
Service cost	15	18
Interest cost	36	38
Actuarial Loss (Gain)	109	(43)
Benefits Paid	(35)	(38)
Defined Benefit Plan, Divestitures, Benefit Obligation	(1)
Foreign Currency Translation	(66)	(41)
Benefit Obligation December 31	719	661
Accumulated Benefit Obligation	681	629
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Defined Benefit Plan Fair Value of Plan Assets Balance, Beginning of Year	551	558
Gains or losses for the period	76	43
Company Contributions	16	17
Benefits Paid From Plan Assets	(30)	(33)
Foreign Currency Translation	(52)	(34)
Defined Benefit Plan Fair Value of Plan Assets Balance, End of Year	561	551
Other Long-Term Assets	35	42
Other Current Liabilities	(5)	(6)
Other Long-Term Liabilities	(188)	(146)
Fund status - net amount recognized, December 31	(158)	(110)
Net Actuarial Loss (Gain)	193	145
Prior Service Cost (Credit)	15	18
Deferred Tax Benefit	(50)	(38)
Amount recognized in accumulated other comprehensive income (loss)	158	125
Other Postretirement Benefit Plans Defined Benefit
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Benefit Obligation January 1	208	251
Service cost	4	5	4
Interest cost	11	11	12
Participant Contribution	10	11
Actuarial Loss (Gain)	(21)	(39)
Benefits Paid	(25)	(23)
Foreign Currency Translation	(7)	(8)
Benefit Obligation December 31	180	208	251
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Other Current Liabilities	(16)	(17)
Other Long-Term Liabilities	(164)	(191)
Fund status - net amount recognized, December 31	(180)	(208)
Net Actuarial Loss (Gain)	(24)	(7)
Prior Service Cost (Credit)	(1)	(4)
Deferred Tax Benefit	11	6
Amount recognized in accumulated other comprehensive income (loss)	$ (14)	$ (5)

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Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2014

Other Intangible Assets [Abstract]

Schedule of Other Intangible Assets Table

The following is a summary of Praxair’s other intangible assets at December 31, 2014 and 2013:

(Millions of dollars) For the year ended December 31, 2014	Customer & License/Use Agreements			Non-compete Agreements			Patents & Other			Total
Cost:
Balance, December 31, 2013	$	661		$	31		$	43		$	735
Additions (primarily acquisitions)	54			12			—			66
Foreign currency translation	(22		)	(1		)	(1		)	(24		)
Other *	—			(5		)	5			—
Balance, December 31, 2014	693			37			47			777
Less: accumulated amortization:
Balance, December 31, 2013	(118		)	(16		)	(5		)	(139		)
Amortization expense	(36		)	(7		)	(4		)	(47		)
Foreign currency translation	7			—			—			7
Other *	—			5			—			5
Balance, December 31, 2014	(147		)	(18		)	(9		)	(174		)
Net balance at December 31, 2014	$	546		$	19		$	38		$	603
(Millions of dollars) For the year ended December 31, 2013	Customer & License/Use Agreements			Non-compete Agreements			Patents & Other			Total
Cost:
Balance, December 31, 2012	$	232		$	37		$	20		$	289
Additions (primarily acquisitions)	433			4			30			467
Foreign currency translation	3			—			—			3
Other *	(7		)	(10		)	(7		)	(24		)
Balance, December 31, 2013	661			31			43			735
Less: accumulated amortization:
Balance, December 31, 2012	(89		)	(20		)	(7		)	(116		)
Amortization expense	(32		)	(6		)	(3		)	(41		)
Foreign currency translation	(1		)	—			—			(1		)
Other *	4			10			5			19
Balance, December 31, 2013	(118		)	(16		)	(5		)	(139		)
Net balance at December 31, 2013	$	543		$	15		$	38		$	596

________________________

* Other primarily relates to the write-off of fully amortized assets, purchase accounting adjustments and reclassifications.

Schedule of Estimated Future Amortization Expense Table

Total estimated annual amortization expense is as follows:

(Millions of dollars)
2015	$	49
2016	48
2017	42
2018	37
2019	37
Thereafter	390
	$	603

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Leases (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2015	$ 122
2016	109
2017	91
2018	75
2019	60
Thereafter	60
Total Minimum Payments Under Operating Leases	517
Present Value of Future Lease Payments Under Operating Leases	439
Operating Leases, Rent Expense, Net [Abstract]
Lease And Rental Expense	$ 148	$ 140	$ 120

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Debt (Other Debt Information) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014		Dec. 31, 2013
Debt Instrument Line Items
2015	$ 2	[1]
2016	407
2017	775
2018	1,083
2019	2,008	[1]
Thereafter	4,396
Carrying value of long-term debt including current portion	8,671		8,029
Long-term Debt, Other Disclosures [Abstract]
Short Term Debt Weighted Average Interest Rate	0.60%		0.40%
Pledged Assets	9
Secured Long Term Debt	8
Debt Instruments That Retain Long Term Classification Due to Ability And Intent To Refinance Member
Debt Instrument Line Items
Senior Notes	$ 908

[1] $908 million of debt due in 2015 has been reflected in 2019 maturities due to the company’s intent to refinance this debt on a long-term basis and the ability to do so under the $2.5 billion senior unsecured credit facility with a syndicate of banks which expires in 2019.

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Supplemental Information (Accumulated Other Comprehensive Income (Loss)) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Derivatives - net of taxes	$ (1)		$ (4)
Pension and OPEB funded status obligation	(633)		(469)
Funded Status Obligations, Taxes	(342)		(247)
Accumulated other comprehensive income (loss)	(3,185)		(1,981)
Segment Reporting Information [Line Items]
Foreign Currency Translation, Taxes	(64)		(60)
North America Segment Member
Segment Reporting Information [Line Items]
Cumulative Translation Adjustment	(553)	[1]	(315)	[1]
South America Segment Member
Segment Reporting Information [Line Items]
Cumulative Translation Adjustment	(1,510)	[1]	(1,179)	[1]
Europe Segment Member
Segment Reporting Information [Line Items]
Cumulative Translation Adjustment	(432)	[1]	(63)	[1]
Asia Segment Member
Segment Reporting Information [Line Items]
Cumulative Translation Adjustment	(49)		21
Surface Technologies Segment [Member]
Segment Reporting Information [Line Items]
Cumulative Translation Adjustment	(7)		28
Total Segments
Segment Reporting Information [Line Items]
Cumulative Translation Adjustment	$ (2,551)		$ (1,508)

[1] North America consists primarily of currency translation adjustments in Canada and Mexico, South America relates primarily to Brazil and Argentina, and Europe relates primarily to Spain and Germany.

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Summary of Significant Accounting Policies (Details)	12 Months Ended
	Dec. 31, 2014
Accounting Policy
Minimum ownership percentage generally utilized for an equity investment	20.00%
Maximum ownership percentage generally utilized for an equity investment	50.00%
Maximum ownership percentage generally utilized for a cost investment	20.00%
Minimum likelihood that a position will be sustained upon tax examination needed to recognize a benefit	50.00%
Tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement	50.00%
Other Sources of Revenue
Accounting Policy
Percentage of Consolidated Sales	11.00%
Product Revenues
Accounting Policy
Percentage of Consolidated Sales	89.00%
Minimum
Accounting Policy
Useful life	3 years
Maximum
Accounting Policy
Useful life	40 years

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Summary Of Significant Accounting Policies

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Operations– Praxair, Inc. and its subsidiaries ("Praxair" or "the company") comprise one of the largest industrial gases companies worldwide, and the largest in North and South America. Praxair produces, sells and distributes atmospheric, process and specialty gases, and high-performance surface coatings to a diverse group of industries including aerospace, chemicals, food and beverage, electronics, energy, healthcare, manufacturing, and metals.

Principles of Consolidation– The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (" U.S. GAAP") and include the accounts of all significant subsidiaries where control exists and, in limited situations, variable-interest entities where the company is the primary beneficiary. Intercompany transactions and balances are eliminated in consolidation and any significant related-party transactions have been disclosed.

Equity investments generally consist of 20% to 50% owned operations where the company exercises significant influence, but does not have control. Equity income from equity investments in corporations is reported on an after-tax basis. Pre-tax income from equity investments that are partnerships or limited-liability corporations ("LLC") is included in other income (expenses) – net with related taxes included in Income taxes. Equity investments are reviewed for impairment whenever events or circumstances reflect that an impairment loss may have incurred. Operations less than 20% owned, where the company does not exercise significant influence, are generally carried at cost.

Changes in ownership interest that result either in consolidation or deconsolidation of an investment are recorded at fair value through earnings, including the retained ownership interest, while changes that do not result in either consolidation or deconsolidation of a subsidiary are treated as equity transactions.

Use of Estimates– The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. While actual results could differ, management believes such estimates to be reasonable.

Revenue Recognition– Product sales represent approximately 89% of consolidated sales while all other sources of revenue are approximately 11% in the aggregate. Revenue is recognized when a firm sales agreement exists, collectability of a fixed or determinable sales price is reasonably assured, and when title and risks of ownership transfer to the customer for product sales or, in the case of other revenues when obligations are satisfied or services are performed. Sales returns and allowances are not a normal practice in the industry and are not significant.

A small portion of the company’s revenues relate to long-term construction contracts and are generally recognized using the percentage-of-completion method. Under this method, revenues from sales of major equipment, such as large air-separation facilities, are recognized based primarily on cost incurred to date compared with total estimated cost. Changes to total estimated cost and anticipated losses, if any, are recognized in the period determined.

For contracts that contain multiple products and/or services, amounts assigned to each component are based on its objectively determined fair value, such as the sales price for the component when it is sold separately or competitor prices for similar components.

Certain of the company’s facilities that are built to provide product to a specific customer are required to be accounted for as leases. The associated revenue streams are classified as rental revenue and are not significant.

Amounts billed for shipping and handling fees are recorded as sales, generally on FOB destination terms, and costs incurred for shipping and handling are recorded as cost of sales.

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 in the consolidated statement of income.

Cash Equivalents– Cash equivalents are considered to be highly liquid securities with original maturities of three months or less.

Inventories– Inventories are stated at the lower of cost or market. Cost is determined using the average-cost method. Effective July 1, 2014, the Company changed its method of accounting for all remaining U.S. operations that were using the last-in, first-out (“LIFO”) method to the average-cost method. See Note 7.

Property, Plant and Equipment – Net– Property, plant and equipment are carried at cost, net of accumulated depreciation. The company capitalizes interest as part of the cost of constructing major facilities (see Note 7). Depreciation is calculated on the straight-line method based on the estimated useful lives of the assets, which range from 3 years to 40 years (see Note 8). Praxair uses accelerated depreciation methods for tax purposes where appropriate. Maintenance of property, plant and equipment is generally expensed as incurred.

The company performs a test for impairment whenever events or changes in circumstances indicate that the carrying amount of an individual asset or asset group may not be recoverable. Should projected undiscounted future cash flows be less than the carrying amount of the asset or asset group, an impairment charge reducing the carrying amount to fair value is required. Fair value is determined based on the most appropriate valuation technique, including discounted cash flows.

Asset-Retirement Obligations – An asset-retirement obligation is recognized in the period in which sufficient information exists to determine the fair value of the liability with a corresponding increase to the carrying amount of the related property, plant and equipment which is then depreciated over its useful life. The liability is initially measured at discounted fair value and then accretion expense is recorded in each subsequent period. The company’s asset-retirement obligations are primarily associated with its on-site long-term supply arrangements where the company has built a facility on land leased from the customer and is obligated to remove the facility at the end of the contract term. The company’s asset-retirement obligations are not material to its consolidated financial statements.

Foreign Currency Translation– For most foreign operations, the local currency is the functional currency and translation gains and losses are reported as part of the accumulated other comprehensive income (loss) component of equity as a cumulative translation adjustment (see Note 7). For Venezuelan operations, the U.S. dollar is the functional currency and translation gains and losses are included in other income (expenses) – net.

Financial Instruments– Praxair enters into various derivative financial instruments to manage its exposure to fluctuating interest and currency exchange rates and energy costs. Such instruments primarily include 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. Praxair only uses commonly traded and non-leveraged instruments.

There are three types of derivatives 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.

Changes in the fair value of derivatives designated as fair-value hedges are recognized in earnings as an offset to the change in the fair values of the underlying exposures being hedged. The changes in fair value of derivatives that are designated as cash-flow hedges are deferred in accumulated other comprehensive income (loss) and are reclassified to earnings as the underlying hedged transaction affects earnings. Any ineffectiveness is recognized in earnings immediately. Hedges of net investments in foreign subsidiaries are recognized in the cumulative translation adjustment component of accumulated other comprehensive income (loss) on the consolidated balance sheets to offset translation gains and losses associated with the hedged net investment. Derivatives that are entered into for risk-management purposes and are not designated as hedges (primarily related to anticipated net income and currency derivatives other than for firm commitments) are recorded at their fair market values and recognized in current earnings.

See Note 12 for additional information relating to financial instruments.

Goodwill– Acquisitions are accounted for using the acquisition method which requires allocation of the purchase price to assets acquired and liabilities assumed based on estimated fair values. Any excess of the purchase price over the fair value of the assets and liabilities acquired is recorded as goodwill. Allocations of the purchase price are based on preliminary estimates and assumptions at the date of acquisition and are subject to revision based on final information received, including appraisals and other analyses which support underlying estimates.

The company performs a goodwill impairment test annually in the second quarter or more frequently if events or circumstances indicate that an impairment loss may have been incurred. The applicable guidance allows an entity to first assess qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than carrying value. If it is determined that it is more likely than not that the fair value of a reporting unit is less than carrying value then the company will estimate and compare the fair value of its reporting units to their carrying value, including goodwill. Reporting units are determined based on one level below the operating segment level. As applicable, fair value is determined through the use of projected future cash flows, multiples of earnings and sales and other factors. Such analysis requires the use of certain market assumptions and discount factors, which are subjective in nature.

See Note 9 for additional information relating to goodwill.

Other Intangible Assets– Customer and license/use agreements, non-compete agreements and patents and other intangibles are amortized over the estimated period of benefit. The determination of the estimated period of benefit will be dependent upon the use and underlying characteristics of the intangible asset. Praxair evaluates the recoverability of its intangible assets subject to amortization when facts and circumstances indicate that the carrying value of the asset may not be recoverable. If the carrying value is not recoverable, impairment is measured as the amount by which the carrying value exceeds its estimated fair value. Fair value is generally estimated based on either appraised value or other valuation techniques.

See Note 10 for additional information relating to other intangible assets.

Income Taxes– Deferred income taxes are recorded for the temporary differences between the financial statement and tax bases of assets and liabilities using currently enacted tax rates. Valuation allowances are established against deferred tax assets whenever circumstances indicate that it is more likely than not that such assets will not be realized in future periods.

Under the guidance for accounting for uncertainty in income taxes, the company can recognize the benefit of an income tax position only if it is more likely than not (greater than 50%) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position. Otherwise, no benefit can be recognized. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Additionally, the company accrues interest and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. Interest and penalties are classified as income tax expense in the financial statements.

See Note 5 for additional information relating to income taxes.

Retirement Benefits – Most Praxair employees participate in a form of defined benefit or contribution retirement plan, and additionally certain employees are eligible to participate in various post-employment health care and life insurance benefit plans. The cost of contribution plans is recognized in the year earned while the cost of other plans is recognized over the employees’ expected service period to the company, all in accordance with the applicable accounting standards. The funded status of the plans is recorded as an asset or liability in the consolidated balance sheets. Funding of retirement benefits varies and is in accordance with local laws and practices.

See Note 16 for additional information relating to retirement programs.

Share-based Compensation– The company has granted share-based awards which consist of stock options, restricted stock and performance-based stock. Share-based compensation expense is generally recognized on a straight-line basis over the stated vesting period. For stock awards granted to full-retirement-eligible employees, compensation expense is recognized over the period from the grant date to the date retirement eligibility is achieved. For performance-based awards, compensation expense is recognized only if it is probable that the performance condition will be achieved.

See Note 15 for additional disclosures relating to share-based compensation.

Recently Issued Accounting Standards

Accounting Standards Implemented in 2014

The following standards were effective for Praxair in 2014 and their adoption did not have a significant impact on the condensed consolidated financial statements:

• Accounting for Cumulative Translation Adjustment - In March 2013, the Financial Accounting Standards Board ("FASB") issued updated guidance on the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity, or as a result of acquisitions achieved in stages. The adoption of this guidance did not have a significant impact on the condensed consolidated financial statements.

• Presentation of Unrecognized Tax Benefits - In July 2013, the FASB issued updated guidance on the presentation of unrecognized tax benefits. The new guidance requires an entity to present certain unrecognized tax benefits, or a portion thereof, as a reduction to the related deferred tax asset, primarily for loss and tax credit carryforwards. The adoption of this guidance did not have a significant impact on the condensed consolidated financial statements.

Accounting Standards to Be Implemented

• Reporting Discontinued Operations – In April 2014, the FASB issued updated guidance on the reporting and disclosures of discontinued operations. The new guidance requires that the disposal of a component of an entity be reported as discontinued operations only if the action represents a strategic shift that will have a major effect on an entity’s operations and financial results, and would require expanded disclosures. Praxair does not expect this requirement to have a significant impact on the consolidated financial statements. This guidance will be effective for Praxair beginning in the first quarter of 2015.

• Revenue Recognition – In May 2014, the FASB issued updated guidance on the reporting and disclosure of revenue. The new guidance requires the evaluation of contracts with customers to determine the recognition of revenue when or as the entity satisfies a performance obligation, and would require expanded disclosures. This guidance will be effective for Praxair beginning in the first quarter 2017 and can be adopted either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Early adoption is not permitted. Praxair is currently evaluating the new guidance and the transition options and will provide updates on the expected impact to Praxair in future filings, as determined.

• Accounting for Share-based Compensation - In June 2014, the FASB issued updated guidance on the accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. Praxair does not expect this requirement to have a significant impact on the consolidated financial statements. This guidance will be effective for Praxair beginning in the first quarter 2016, with early adoption optional.

Reclassifications – Certain prior years’ amounts have been reclassified to conform to the current year’s presentation.

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Property, Plant & Equipment - Net (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Property, Plant and Equipment
Gross Balance	23,854		$ 24,031
Less: accumulated depreciation	(11,857)		(11,753)
Property, plant and equipment – net	11,997	[1]	12,278	[1]	11,453	[1]
Production plants (primarily 15-year life) (a)
Property, Plant and Equipment
Gross Balance	14,400	[2]	14,378	[2]
Storage tanks
Property, Plant and Equipment
Gross Balance	2,267		2,330
Transportation equipment and other
Property, Plant and Equipment
Gross Balance	1,895		1,866
Cylinders (primarily 30-year life)
Property, Plant and Equipment
Gross Balance	1,724		1,740
Buildings
Property, Plant and Equipment
Gross Balance	1,089		1,108
Land and improvements (b)
Property, Plant and Equipment
Gross Balance	499	[3]	493	[3]
Construction in progress
Property, Plant and Equipment
Gross Balance	1,980		$ 2,116
Minimum
Property, Plant and Equipment
Useful life	3 years
Minimum | Production plants (primarily 15-year life) (a)
Property, Plant and Equipment
Useful life	10 years	[2]
Minimum | Storage tanks
Property, Plant and Equipment
Useful life	15 years
Minimum | Transportation equipment and other
Property, Plant and Equipment
Useful life	3 years
Minimum | Cylinders (primarily 30-year life)
Property, Plant and Equipment
Useful life	10 years
Minimum | Buildings
Property, Plant and Equipment
Useful life	25 years
Minimum | Land Improvements [Member]
Property, Plant and Equipment
Useful life	0 years	[3]
Maximum
Property, Plant and Equipment
Useful life	40 years
Maximum | Production plants (primarily 15-year life) (a)
Property, Plant and Equipment
Useful life	20 years	[2]
Maximum | Storage tanks
Property, Plant and Equipment
Useful life	20 years
Maximum | Transportation equipment and other
Property, Plant and Equipment
Useful life	15 years
Maximum | Cylinders (primarily 30-year life)
Property, Plant and Equipment
Useful life	30 years
Maximum | Buildings
Property, Plant and Equipment
Useful life	40 years
Maximum | Land Improvements [Member]
Property, Plant and Equipment
Useful life	20 years	[3]

[1] (c)Long-lived assets include property, plant and equipment – net.

[2] (a) - Depreciable lives of production plants related to long-term customer supply contracts are consistent with the contract lives.

[3] (b) - Land is not depreciated.

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Retirement Programs (Tables)

12 Months Ended

Dec. 31, 2014

Pension And Other Postretirement Benefits (Tables) [Abstract]

Schedule of Pension and OPEB Net Periodic Benefit Costs Table

The components of net pension and OPEB costs for 2014, 2013 and 2012 are shown below:

(Millions of dollars) Year Ended December 31,	Pensions									OPEB
	2014			2013			2012			2014			2013			2012
Service cost	$	49		$	56		$	49		$	4		$	5		$	4
Interest cost	121			112			119			11			11			12
Expected return on plan assets	(155		)	(149		)	(153		)	—			—			—
Net amortization and deferral	60			91			68			(8		)	(5		)	(7		)
Net periodic benefit cost before pension settlement charges	$	75		$	110		$	83		$	7		$	11		$	9
Pension settlement charges *	7			9			10			—			—			—
Net periodic benefit cost	$	82		$	119		$	93		$	7		$	11		$	9

* 2014 includes a $7 millions charge in the fourth quarter related to one-time lump sum benefit payment of vested pension benefits to certain former employees. 2012 and 2013 includes a $9 million charge in the third quarter primarily related to the retirement of senior managers in the United States (see Note 2)

Schedule of Pension and OPEB Funded Status Table

The changes in benefit obligation and plan assets for Praxair’s pension and OPEB programs, including reconciliation of the funded status of the plans to amounts recorded in the consolidated balance sheet, as of December 31, 2014 and 2013 are shown below:

(Millions of dollars) Year Ended December 31,	Pensions
	2014						2013						OPEB
	U.S.			International			U.S.			International			2014			2013
Change in Benefit Obligation ("PBO")
Benefit obligation January 1	$	1,791		$	661		$	1,926		$	727		$	208		$	251
Service cost	34			15			38			18			4			5
Interest cost	85			36			74			38			11			11
Participant contributions	—			—			—			—			10			11
Actuarial loss (gain)	276			109			(148		)	(43		)	(21		)	(39		)
Benefits paid	(136		)	(35		)	(99		)	(38		)	(25		)	(23		)
Divestiture	—			(1		)	—			—			—			—
Foreign currency translation	—			(66		)	—			(41		)	(7		)	(8		)
Benefit obligation, December 31	$	2,050		$	719		$	1,791		$	661		$	180		$	208
Accumulated benefit obligation ("ABO")	$	1,944		$	681		$	1,712		$	629
Change in Plan Assets
Fair value of plan assets, January 1	$	1,620		$	551		$	1,391		$	558		$	—		$	—
Actual return on plan assets	108			76			271			43			—			—
Company contributions	2			16			35			17			—			—
Benefits paid from plan assets	(123		)	(30		)	(77		)	(33		)	—			—
Foreign currency translation	—			(52		)	—			(34		)	—			—
Fair value of plan assets, December 31	$	1,607		$	561		$	1,620		$	551		$	—		$	—
Funded Status, End of Year	$	(443	)	$	(158	)	$	(171	)	$	(110	)	$	(180	)	$	(208	)
Recorded in the Balance Sheet
Other long-term assets	$	—		$	35		$	—		$	42		$	—		$	—
Other current liabilities	(18		)	(5		)	(10		)	(6		)	(16		)	(17		)
Other long-term liabilities	(425		)	(188		)	(161		)	(146		)	(164		)	(191		)
Net amount recognized, December 31	$	(443	)	$	(158	)	$	(171	)	$	(110	)	$	(180	)	$	(208	)
Amounts recognized in accumulated other comprehensive income (loss) consist of:
Net actuarial loss (gain)	$	792		$	193		$	563		$	145		$	(24	)	$	(7	)
Prior service cost (credit)	—			15			1			18			(1		)	(4		)
Deferred tax benefit (Note 5)	(303		)	(50		)	(215		)	(38		)	11			6
Amount recognized in accumulated other comprehensive income (loss) (Note 7)	$	489		$	158		$	349		$	125		$	(14	)	$	(5	)

Schedule of Pension and OPEB Changes in Plan Assets and Benefit Obligations Recognized in AOCI Table

The changes in plan assets and benefit obligations recognized in other comprehensive income in 2014 and 2013 are as follows:

	Pensions						OPEB
(Millions of dollars)	2014			2013			2014			2013
Current year net actuarial losses (gains)*	$	356		$	(356	)	$	(21	)	$	(39	)
Amortization of net actuarial gains (losses)	(59		)	(90		)	2			(1		)
Amortization of prior service credits (costs)	(1		)	(1		)	6			6
Pension settlements (Note 2)	(7		)	(9		)	—			—
Foreign currency translation and other	(16		)	(12		)	(1		)	(1		)
Total recognized in other comprehensive income	$	273		$	(468	)	$	(14	)	$	(35	)

________________________

 * The pension net actuarial losses in 2014 relates primarily to the decrease in discount rates, when compared to 2013 and updated mortality assumptions. The pension net actuarial gain in 2013 relates primarily to the increase in discount rates, when compared to 2012. The OPEB net actuarial gains in 2014 relates primarily to favorable plan experience, and the 2013 net actuarial gain relates primarily to higher discount rates.

Schedule of Pension and OPEB Amounts in AOCI to be Recognized in 2015 Table

The amounts in accumulated other comprehensive income (loss) that are expected to be recognized as components of net periodic benefit cost during 2015 are as follows:

(Millions of dollars)	Pension		OPEB
Net actuarial loss (gain)	$	82	$	(3	)
Prior service cost (credit)	1		—
	$	83	$	(3	)

Schedule of Pension Plans Where the Accumulated Benefit Obligation Exceeds the Fair Value of Plan Assets Table

The following table provides information for pension plans where the accumulated benefit obligation exceeds the fair value of the plan assets:

(Millions of dollars) Year Ended December 31,	Pensions
	2014				2013
	U.S.		International		U.S.*		International
Projected benefit obligation ("PBO")	$	2,050	$	428	$	244	$	360
Accumulated benefit obligation ("ABO")	$	1,944	$	412	$	241	$	352
Fair value of plan assets	$	1,607	$	234	$	127	$	207

* In 2013, plan assets related to the main U.S. retirement program exceeded the ABO by $23 million and was therefore excluded from the table above.

Schedule of Pension and OPEB Plans Assumptions Used to Determine Benefit Obligations and the Net Benefit Cost Table

The assumptions used to determine the benefit obligations are as of the respective balance sheet date and the assumptions used to determine the net benefit cost are at the previous year-end, as shown below:

	Pensions
	U.S.				International				OPEB
	2014		2013		2014		2013		2014		2013
Weighted average assumptions used to determine benefit obligations at December 31,
Discount rate	3.95	%	4.80	%	5.36	%	6.30	%	4.48	%	5.87	%
Rate of increase in compensation levels	3.25	%	3.25	%	3.72	%	4.00	%	N/A		N/A
Weighted average assumptions used to determine net periodic benefit cost for years ended December 31,
Discount rate	4.80	%	3.90	%	6.30	%	5.80	%	5.87	%	5.00	%
Rate of increase in compensation levels	3.25	%	3.25	%	4.00	%	4.00	%	N/A		N/A
Expected long-term rate of return on plan assets *	8.00	%	8.00	%	8.10	%	7.50	%	N/A		N/A

________________________

* The expected long term rate of return on the U.S. and international plan assets is estimated based on the plans' investment strategy and asset allocation, historical capital market performance and, to a lesser extent, historical plan performance. For the U.S. plans, the expected rate of return of 8.00% was derived based on the target asset allocation of 50%-70% equity securities (approximately 9.5% expected return), 20%-40% fixed income securities (approximately 5.5% expected return) and 2% - 10% real estate funds (approximately 7% expected return). For the international plans, the expected rate of return was derived based on the weighted average target asset allocation of 30%-50% equity securities (approximately 10% expected return), 40%-60% fixed income securities (approximately 7.5% expected return), and 0%-10% alternative investments (approximately 7.5% expected return). For the U.S. plan assets, the actual annualized total returns for the most recent 10-year and 20-year periods ended December 31, 2014 were approximately 6.2% and 8.2%, respectively. For the international plan assets, the actual annualized total returns for the same two periods were approximately 8.3% and 9.7%, respectively. Changes to plan asset allocations and investment strategy over this time period limit the value of historical plan performance as factor in estimating the expected long term rate of return. For 2015, the expected long-term rate of return on plan assets will be 8.00% for the U.S. plans. Expected weighted average returns for international plans will vary.

Schedule of OPEB Plans Assumed Healthcare Cost Trend Rates Table

	OPEB
Assumed healthcare cost trend rates	2014		2013
Healthcare cost trend assumed	7.50	%	8.00	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)	5.00	%	5.00	%
Year that the rate reaches the ultimate trend rate	2020		2020

Schedule OPEB Plans Impact One Percentage Point Change in Assumed Healthcare Cost Trend Rates Table

These healthcare-cost trend rate assumptions have an impact on the amounts reported. However, cost caps limit the impact on the net OPEB benefit cost in the U.S. To illustrate the effect, a one-percentage point change in assumed healthcare cost trend rates would have the following effects:

	One-Percentage Point
(Millions of dollars)	Increase		Decrease
Effect on the total of service and interest cost components of net OPEB benefit cost	$	—	$	—
Effect on OPEB benefit obligation	$	3	$	(2	)

Schedule of Pension Plans Targeted Asset Allocation Range and Weighted-Average Asset Allocations Table

The international pension plans are managed individually based on diversified investment portfolios, with different target asset allocations that vary for each plan. Praxair’s U.S. and international pension plans’ weighted-average asset allocations at December 31, 2014 and 2013, and the target asset allocation range for 2014, by major asset category are as follows:

	U.S.					International
Asset Category	Target	2014		2013		Target	2014		2013
Equity securities	50%-70%	65	%	70	%	30%-50%	49	%	48	%
Fixed income securities	20%-40%	28	%	30	%	40%-60%	42	%	43	%
Other	2% - 10%	7	%	—		0%-10%	9	%	9	%

Schedule of Pension Plans Assets Measured at Fair Value by Asset Category Table

The following table summarizes pension assets measured at fair value by asset category at December 31, 2014 and 2013. During the years presented, there has been no transfer of assets between Levels 1, 2 & 3 (see Note 13 for definition of the levels):

	Fair Value Measurements Using
	Level 1				Level 2				Level 3 *				Total
(Millions of dollars)	2014		2013		2014		2013		2014		2013		2014		2013
Cash and cash equivalents	$	1	$	2	$	—	$	—	$	—	$	—	$	1	$	2
Equity securities:
U.S. equities	340		285		—		—		—		—		340		285
International equities	82		82		—		—		—		—		82		82
Mutual funds	330		393		—		—		—		—		330		393
Pooled funds	—		—		565		630		—		—		565		630
Fixed income securities:
U.S. government bonds	—		—		44		39		—		—		44		39
International government bonds	—		—		125		128		—		—		125		128
Mutual funds	253		308		—		—		—		—		253		308
Corporate bonds	—		—		175		176		—		—		175		176
Pooled funds	—		—		90		80		—		—		90		80
Other:
Insurance contracts	—		—		—		—		53		48		53		48
Real Estate Funds	—		—		—		—		110		—		110		—
Fair value of plan assets, December 31,	$	1,006	$	1,070	$	999	$	1,053	$	163	$	48	$	2,168	$	2,171

Schedule of Pension Plans Changes in Fair Value of Assets Classified as Level 3 Table

* The following table summarizes changes in fair value of the pension plan assets classified as level 3 for the periods ended December 31, 2014 and 2013:

(Millions of dollars)	Insurance Contracts			Real Estate Funds		Total
Balance, December 31, 2012	$	48		$	—	$	48
Gain or losses for the period	—			—		—
Balance, December 31, 2013	48			—		48
Gain for the period	12			10		22
Acquisitions	—			100		100
Foreign currency translation	(7		)	—		(7		)
Balance, December 31, 2014	$	53		$	110	$	163

Schedule of Pension and OPEB Estimated Future Benefit Payments, Net of Participant Contributions Table

The following table presents estimated future benefit payments, net of participants contributions:

(Millions of dollars)	Pensions
Year Ended December 31,	U.S.		International		OPEB
2015	$	105	$	36	$	17
2016	101		36		16
2017	106		37		16
2018	111		38		15
2019	117		39		15
2020-2024	625		211		68

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Venezuela Currency Devaluation and Other Charges - Net (Tables)

12 Months Ended

Dec. 31, 2014

Venezuela Currency Devaluation And Other Charges (Table) [Abstract]

2012 Schedule Of Cost Reduction By Segment

The following is a summary of the charges by reportable segment:

(Millions of dollars)	Severance Costs		Costs Associated with Exit or Disposal Activities		Total Cost Reduction Program
North America	$	1	$	—	$	1
Europe	28		8		36
South America	1		—		1
Asia	2		—		2
Surface Technologies	11		5		16
Total	$	43	$	13	$	56

2012 Cost Reduction Program Activity Table

The following table summarizes the activities related to the company's cost reduction program through December 31, 2014:

(Millions of dollars)	Severance Costs			Costs Associated with Exit or Disposal Activities			Total Cost Reduction Program
Cost reduction program charges in the third quarter of 2012	$	43		$	13		$	56
Less: Cash payments	(13		)	—			(13		)
Less: Non-cash asset write-offs	—			(9		)	(9		)
Balance December 31, 2012	$	30		$	4		$	34
Less: Cash payments	(16		)	(4		)	(20		)
Foreign currency translation	1			—			1
Balance, December 31, 2013	$	15		$	—		$	15
Less: Cash payments	(4		)	—			(4		)
Foreign currency translation and other	(4		)	—			(4		)
Balance, December 31, 2014	$	7		$	—		$	7

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Principles of Consolidation

Principles of Consolidation– The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (" U.S. GAAP") and include the accounts of all significant subsidiaries where control exists and, in limited situations, variable-interest entities where the company is the primary beneficiary. Intercompany transactions and balances are eliminated in consolidation and any significant related-party transactions have been disclosed.

Equity Method Investments and Joint Ventures Disclosure

Equity investments generally consist of 20% to 50% owned operations where the company exercises significant influence, but does not have control. Equity income from equity investments in corporations is reported on an after-tax basis. Pre-tax income from equity investments that are partnerships or limited-liability corporations ("LLC") is included in other income (expenses) – net with related taxes included in Income taxes. Equity investments are reviewed for impairment whenever events or circumstances reflect that an impairment loss may have incurred. Operations less than 20% owned, where the company does not exercise significant influence, are generally carried at cost.

Cost Method Investments, Policy

Changes in ownership interest that result either in consolidation or deconsolidation of an investment are recorded at fair value through earnings, including the retained ownership interest, while changes that do not result in either consolidation or deconsolidation of a subsidiary are treated as equity transactions.

Use of Estimates

Use of Estimates– The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. While actual results could differ, management believes such estimates to be reasonable.

Revenue Recognition

Revenue Recognition– Product sales represent approximately 89% of consolidated sales while all other sources of revenue are approximately 11% in the aggregate. Revenue is recognized when a firm sales agreement exists, collectability of a fixed or determinable sales price is reasonably assured, and when title and risks of ownership transfer to the customer for product sales or, in the case of other revenues when obligations are satisfied or services are performed. Sales returns and allowances are not a normal practice in the industry and are not significant.

A small portion of the company’s revenues relate to long-term construction contracts and are generally recognized using the percentage-of-completion method. Under this method, revenues from sales of major equipment, such as large air-separation facilities, are recognized based primarily on cost incurred to date compared with total estimated cost. Changes to total estimated cost and anticipated losses, if any, are recognized in the period determined.

For contracts that contain multiple products and/or services, amounts assigned to each component are based on its objectively determined fair value, such as the sales price for the component when it is sold separately or competitor prices for similar components.

Certain of the company’s facilities that are built to provide product to a specific customer are required to be accounted for as leases. The associated revenue streams are classified as rental revenue and are not significant.

Amounts billed for shipping and handling fees are recorded as sales, generally on FOB destination terms, and costs incurred for shipping and handling are recorded as cost of sales.

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 in the consolidated statement of income.

Cost of Sales

costs incurred for shipping and handling are recorded as cost of sales.

Cash Equivalents

Cash Equivalents– Cash equivalents are considered to be highly liquid securities with original maturities of three months or less.

Inventories

Inventories– Inventories are stated at the lower of cost or market. Cost is determined using the average-cost method. Effective July 1, 2014, the Company changed its method of accounting for all remaining U.S. operations that were using the last-in, first-out (“LIFO”) method to the average-cost method. See Note 7.

Property, Plant and Equipment

Property, Plant and Equipment – Net– Property, plant and equipment are carried at cost, net of accumulated depreciation. The company capitalizes interest as part of the cost of constructing major facilities (see Note 7). Depreciation is calculated on the straight-line method based on the estimated useful lives of the assets, which range from 3 years to 40 years (see Note 8). Praxair uses accelerated depreciation methods for tax purposes where appropriate. Maintenance of property, plant and equipment is generally expensed as incurred.

The company performs a test for impairment whenever events or changes in circumstances indicate that the carrying amount of an individual asset or asset group may not be recoverable. Should projected undiscounted future cash flows be less than the carrying amount of the asset or asset group, an impairment charge reducing the carrying amount to fair value is required. Fair value is determined based on the most appropriate valuation technique, including discounted cash flows.

Asset - Retirement Obligations

Asset-Retirement Obligations – An asset-retirement obligation is recognized in the period in which sufficient information exists to determine the fair value of the liability with a corresponding increase to the carrying amount of the related property, plant and equipment which is then depreciated over its useful life. The liability is initially measured at discounted fair value and then accretion expense is recorded in each subsequent period. The company’s asset-retirement obligations are primarily associated with its on-site long-term supply arrangements where the company has built a facility on land leased from the customer and is obligated to remove the facility at the end of the contract term. The company’s asset-retirement obligations are not material to its consolidated financial statements.

Foreign Currency Translation

Foreign Currency Translation– For most foreign operations, the local currency is the functional currency and translation gains and losses are reported as part of the accumulated other comprehensive income (loss) component of equity as a cumulative translation adjustment (see Note 7). For Venezuelan operations, the U.S. dollar is the functional currency and translation gains and losses are included in other income (expenses) – net.

Financial Instruments

Financial Instruments– Praxair enters into various derivative financial instruments to manage its exposure to fluctuating interest and currency exchange rates and energy costs. Such instruments primarily include 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. Praxair only uses commonly traded and non-leveraged instruments.

There are three types of derivatives 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.

Changes in the fair value of derivatives designated as fair-value hedges are recognized in earnings as an offset to the change in the fair values of the underlying exposures being hedged. The changes in fair value of derivatives that are designated as cash-flow hedges are deferred in accumulated other comprehensive income (loss) and are reclassified to earnings as the underlying hedged transaction affects earnings. Any ineffectiveness is recognized in earnings immediately. Hedges of net investments in foreign subsidiaries are recognized in the cumulative translation adjustment component of accumulated other comprehensive income (loss) on the consolidated balance sheets to offset translation gains and losses associated with the hedged net investment. Derivatives that are entered into for risk-management purposes and are not designated as hedges (primarily related to anticipated net income and currency derivatives other than for firm commitments) are recorded at their fair market values and recognized in current earnings.

See Note 12 for additional information relating to financial instruments.

Goodwill

Goodwill– Acquisitions are accounted for using the acquisition method which requires allocation of the purchase price to assets acquired and liabilities assumed based on estimated fair values. Any excess of the purchase price over the fair value of the assets and liabilities acquired is recorded as goodwill. Allocations of the purchase price are based on preliminary estimates and assumptions at the date of acquisition and are subject to revision based on final information received, including appraisals and other analyses which support underlying estimates.

The company performs a goodwill impairment test annually in the second quarter or more frequently if events or circumstances indicate that an impairment loss may have been incurred. The applicable guidance allows an entity to first assess qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than carrying value. If it is determined that it is more likely than not that the fair value of a reporting unit is less than carrying value then the company will estimate and compare the fair value of its reporting units to their carrying value, including goodwill. Reporting units are determined based on one level below the operating segment level. As applicable, fair value is determined through the use of projected future cash flows, multiples of earnings and sales and other factors. Such analysis requires the use of certain market assumptions and discount factors, which are subjective in nature.

See Note 9 for additional information relating to goodwill.

Other Intangible Assets

Other Intangible Assets– Customer and license/use agreements, non-compete agreements and patents and other intangibles are amortized over the estimated period of benefit. The determination of the estimated period of benefit will be dependent upon the use and underlying characteristics of the intangible asset. Praxair evaluates the recoverability of its intangible assets subject to amortization when facts and circumstances indicate that the carrying value of the asset may not be recoverable. If the carrying value is not recoverable, impairment is measured as the amount by which the carrying value exceeds its estimated fair value. Fair value is generally estimated based on either appraised value or other valuation techniques.

See Note 10 for additional information relating to other intangible assets.

Income Taxes

Income Taxes– Deferred income taxes are recorded for the temporary differences between the financial statement and tax bases of assets and liabilities using currently enacted tax rates. Valuation allowances are established against deferred tax assets whenever circumstances indicate that it is more likely than not that such assets will not be realized in future periods.

Under the guidance for accounting for uncertainty in income taxes, the company can recognize the benefit of an income tax position only if it is more likely than not (greater than 50%) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position. Otherwise, no benefit can be recognized. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Additionally, the company accrues interest and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. Interest and penalties are classified as income tax expense in the financial statements.

See Note 5 for additional information relating to income taxes.

Retirement Benefits

Retirement Benefits – Most Praxair employees participate in a form of defined benefit or contribution retirement plan, and additionally certain employees are eligible to participate in various post-employment health care and life insurance benefit plans. The cost of contribution plans is recognized in the year earned while the cost of other plans is recognized over the employees’ expected service period to the company, all in accordance with the applicable accounting standards. The funded status of the plans is recorded as an asset or liability in the consolidated balance sheets. Funding of retirement benefits varies and is in accordance with local laws and practices.

See Note 16 for additional information relating to retirement programs.

Share-based Compensation

Share-based Compensation– The company has granted share-based awards which consist of stock options, restricted stock and performance-based stock. Share-based compensation expense is generally recognized on a straight-line basis over the stated vesting period. For stock awards granted to full-retirement-eligible employees, compensation expense is recognized over the period from the grant date to the date retirement eligibility is achieved. For performance-based awards, compensation expense is recognized only if it is probable that the performance condition will be achieved.

See Note 15 for additional disclosures relating to share-based compensation.

New Accounting Pronouncements, Policy

Accounting Standards Implemented in 2014

The following standards were effective for Praxair in 2014 and their adoption did not have a significant impact on the condensed consolidated financial statements:

• Accounting for Cumulative Translation Adjustment - In March 2013, the Financial Accounting Standards Board ("FASB") issued updated guidance on the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity, or as a result of acquisitions achieved in stages. The adoption of this guidance did not have a significant impact on the condensed consolidated financial statements.

• Presentation of Unrecognized Tax Benefits - In July 2013, the FASB issued updated guidance on the presentation of unrecognized tax benefits. The new guidance requires an entity to present certain unrecognized tax benefits, or a portion thereof, as a reduction to the related deferred tax asset, primarily for loss and tax credit carryforwards. The adoption of this guidance did not have a significant impact on the condensed consolidated financial statements.

New Accounting Pronouncements Not Yet Adopted

Accounting Standards to Be Implemented

• Reporting Discontinued Operations – In April 2014, the FASB issued updated guidance on the reporting and disclosures of discontinued operations. The new guidance requires that the disposal of a component of an entity be reported as discontinued operations only if the action represents a strategic shift that will have a major effect on an entity’s operations and financial results, and would require expanded disclosures. Praxair does not expect this requirement to have a significant impact on the consolidated financial statements. This guidance will be effective for Praxair beginning in the first quarter of 2015.

• Revenue Recognition – In May 2014, the FASB issued updated guidance on the reporting and disclosure of revenue. The new guidance requires the evaluation of contracts with customers to determine the recognition of revenue when or as the entity satisfies a performance obligation, and would require expanded disclosures. This guidance will be effective for Praxair beginning in the first quarter 2017 and can be adopted either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Early adoption is not permitted. Praxair is currently evaluating the new guidance and the transition options and will provide updates on the expected impact to Praxair in future filings, as determined.

• Accounting for Share-based Compensation - In June 2014, the FASB issued updated guidance on the accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. Praxair does not expect this requirement to have a significant impact on the consolidated financial statements. This guidance will be effective for Praxair beginning in the first quarter 2016, with early adoption optional.

Reclassifications

Reclassifications – Certain prior years’ amounts have been reclassified to conform to the current year’s presentation.

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Income Taxes (Valuation Allowances Narrative) (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Other Tax Carryforward [Line Items]
Operating Loss Carryforwards	$ 157,000,000
Carryforwards	333,000,000	323,000,000
Valuation Allowance [Abstract]
Minimum likelihood that a position will be sustained upon tax examination needed to recognize a benefit	50.00%
Undistributed earnings of foreign subsidiaries	10,400,000,000.0
Brazil Member
Other Tax Carryforward [Line Items]
Brazil net operating loss carryforward	101,000,000
United States Member
Other Tax Carryforward [Line Items]
Operating Loss Carryforwards, U.S.	56,000,000
US foreign tax credit carryforwards	73,000,000
US tax credit valuation allowance	56,000,000
Foreign Country Member
Other Tax Carryforward [Line Items]
Carryforwards	36,000,000
Total Company Less US Federal and Brazil NOL And US Foreign Tax Credits Member
Other Tax Carryforward [Line Items]
US tax credit valuation allowance	50,000,000
Carryforwards	103,000,000
U.S. State Member
Other Tax Carryforward [Line Items]
Carryforwards	$ 67,000,000

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2014

Unconditional Purchase Obligations (Excluding Capital Stock Redemptions) [Abstract]

Material Commitments and Contractual Obligations

The following table sets forth Praxair’s material commitments and contractual obligations as of December 31, 2014, excluding leases, tax liabilities for uncertain tax positions, long-term debt, other post retirement and pension obligations which are summarized elsewhere in the financial statements (see Notes 4, 7, 11, and 16):

(Millions of dollars) Expiring through December 31,	Unconditional Purchase Obligations		Construction Commitments		Guarantees and Other
2015	$	543	$	954	$	12
2016	491		404		59
2017	460		27		—
2018	445		—		—
2019	393		—		—
Thereafter	3,021		—		—
	$	5,353	$	1,385	$	71

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Acquisitions Business Acquisitions (Tables)

12 Months Ended

Dec. 31, 2014

Business Combinations [Abstract]

Schedule of Purchase Price Allocation

The following table summarizes the fair value of identifiable assets acquired and liabilities assumed in the acquisition of NuCO₂ as of the acquisition date. Purchase accounting has been finalized and adjustments made subsequent to the acquisition date were not material.

(Millions of dollars)	March 1, 2013
Trade receivables, net	$	17
Property, plant and equipment	199
Intangible assets	374
Deferred income taxes	(85		)
Other assets and (liabilities)	(28		)
Goodwill	618
Purchase price	$	1,095

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Leases (Tables)

12 Months Ended

Dec. 31, 2014

Leases, Operating [Abstract]

Leases Table

At December 31, 2014, minimum payments due under operating leases are as follows:

(Millions of dollars)
2015	$	122
2016	109
2017	91
2018	75
2019	60
Thereafter	60
	$	517

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Consolidated Statements of Equity (Parenthetical) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Dividends to Praxair, Inc common stock, per share	$ 2.60	$ 2.40	$ 2.20

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2014

Income Tax Disclosure (Tables) [Abstract]

Schedule of U.S. and Foreign Pre-tax Income Table

Pre-tax income applicable to U.S. and foreign operations is as follows:

(Millions of dollars) Year Ended December 31,	2014		2013		2012
United States	$	1,004	$	890	$	880
Foreign	1,391		1,557		1,416
Total income before income taxes	$	2,395	$	2,447	$	2,296

Schedule of the Provision for Income Taxes Table

The following is an analysis of the provision for income taxes:

(Millions of dollars) Year Ended December 31,	2014		2013			2012
Current tax expense
U.S. federal	$	291	$	94		$	14
State and local	35		27			20
Foreign	310		427			294
	636		548			328
Deferred tax expense
U.S. federal	14		164			198
State and local	12		8			17
Foreign	29		(71		)	43
	55		101			258
Total income taxes	$	691	$	649		$	586

Schedule of the Difference Between the Actual Income Tax Provision and the Amount Computed By Applying the US Statutory Income Tax Rate Table

An analysis of the difference between the provision for income taxes and the amount computed by applying the U.S. statutory income tax rate to pre-tax income follows:

(Dollar amounts in millions) Year Ended December 31,	2014					2013					2012
U.S. statutory income tax rate	$	838		35.0	%	$	856		35.0	%	$	804		35.0	%
State and local taxes – net of federal benefit	31			1.3	%	23			1.0	%	24			1.0	%
U.S. tax credits and deductions (a)	(37		)	(1.5	)%	(23		)	(1.0	)%	(22		)	(1.0	)%
Foreign tax differentials (b)	(186		)	(7.8	)%	(158		)	(6.4	)%	(159		)	(6.9	)%
Venezuela currency devaluation (c)	46			1.9	%	8			0.3	%	—			—	%
Income tax benefit from realignment of Italian legal structure (d)	—			—	%	(40		)	(1.6	)%	—			—	%
Income tax benefit from liquidation of subsidiary (e)	—			—	%	—			—	%	(55		)	(2.4	)%
Other – net	(1		)	—	%	(17		)	(0.8	)%	(6		)	(0.2	)%
Provision for income taxes	$	691		28.9	%	$	649		26.5	%	$	586		25.5	%

________________________

(a) U.S. tax credits and deductions relate to manufacturing deductions and to the research and experimentation tax credit.

(b) Primarily related to differences between the U.S. tax rate of 35% and the statutory tax rate in the countries where Praxair operates. 2014 includes $56 million of tax benefits related to a reduction of uncertain tax positions as a result of a lapse of statute of limitations. Other permanent items and tax rate changes were not significant.

(c) Impact related to non-deductible Venezuela currency devaluations in 2014 and 2013 (see Note 2).

(d) In December of 2013, Praxair's Italian legal structure was realigned. As a result of the new structure, an income tax benefit of $40 million ($24 million net of noncontrolling interests) was recorded. The benefit is recorded as $56 million in foreign current tax expense and $(96) million included in federal deferred tax expense.

(e) In 2011 Praxair requested a pre-filing agreement (“PFA”) with the U.S. Internal Revenue Service (“IRS”) related to a loss on a liquidated subsidiary resulting from the divestiture of the U.S. Homecare Business. During the third quarter of 2012, the IRS approved the PFA resulting in a net income tax benefit of $(55) million. The benefit is recorded in U.S. current federal tax expense.

Schedule of the Composition of the Net Deferred Tax Liabilities in the Consolidated Balance Sheets Table

Net deferred tax liabilities included in the consolidated balance sheet are comprised of the following:

(Millions of dollars) December 31,	2014			2013
Deferred tax liabilities
Fixed assets	$	1,402		$	1,374
Exchange gains	85			61
Goodwill	144			127
Other intangible assets	125			112
Other	146			133
	$	1,902		$	1,807
Deferred tax assets
Carryforwards	$	333		$	323
Benefit plans and related (a)	389			285
Inventory	18			20
Accruals and other (b)	357			312
	$	1,097		$	940
Less: Valuation allowances (c)	(106		)	(85		)
	$	991		$	855
Net deferred tax liabilities	$	911		$	952
Recorded in the consolidated balance sheets as (See Note 7):
Prepaid and other current assets	$	189		$	181
Other long-term assets	98			72
Deferred credits	1,198			1,205
	$	911		$	952

________________________

(a) Includes deferred taxes of $342 million and $247 million in 2014 and 2013, respectively, related to pension / OPEB funded status (see Notes 7 and 16).

(b) Includes $179 million and $112 million in 2014 and 2013, respectively, related to research and development costs and $67 million and $70 million in 2014 and 2013, respectively, related to goodwill.

(c) Summary of valuation allowances relating to deferred tax assets follows (millions of dollars):

	2014			2013			2012
Balance, January 1,	$	(85	)	$	(86	)	$	(107	)
Income tax (charge) benefit	(20		)	1			9
Translation adjustments	6			—			—
Other, including write-offs	(7		)	—			12
Balance, December 31,	$	(106	)	$	(85	)	$	(86	)

Schedule of Valuation Allowances Relating To Deferred Tax Assets Table

(c) Summary of valuation allowances relating to deferred tax assets follows (millions of dollars):

	2014			2013			2012
Balance, January 1,	$	(85	)	$	(86	)	$	(107	)
Income tax (charge) benefit	(20		)	1			9
Translation adjustments	6			—			—
Other, including write-offs	(7		)	—			12
Balance, December 31,	$	(106	)	$	(85	)	$	(86	)

Schedule of Reconciliation of Unrecognized Tax Benefits Table

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

(Millions of dollars)	2014			2013			2012
Unrecognized income tax benefits, January 1	$	121		$	142		$	163
Additions for tax positions of prior years	13			8			12
Reductions for tax positions of prior years	(2		)	(24		)	(17		)
Additions for current year tax positions	3			10			—
Reductions for settlements with taxing authorities (a)	(3		)	(2		)	(1		)
Reductions as a result of a lapse of an applicable statute of limitations (b)	(56		)	(1		)	(9		)
Foreign currency translation and other	(5		)	(12		)	(6		)
Unrecognized income tax benefits, December 31	$	71		$	121		$	142

________________________

(a) Settlements are uncertain tax positions that were effectively settled with the taxing authorities, including positions where the company has agreed to amend its tax returns to eliminate the uncertainty.

(b) See note (b) to the effective tax rate reconciliation.

Schedule of Open Tax Years Subject to Examination by Major Jurisdiction Table

As of December 31, 2014, the company remained subject to examination in the following major tax jurisdictions for the tax years as indicated below:

Major tax jurisdictions	Open Years
North America
United States	2011 through 2014
Canada	2007 through 2014
Mexico	2009 through 2014
Europe
Germany	2008 through 2014
Italy	2010 through 2014
Spain	2004 through 2014
South America
Brazil	2003 through 2014
Asia
China	2009 through 2014
India	2006 through 2014
Korea	2008 through 2014
Thailand	2008 through 2014

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Commitments and Contingencies (Lawsuits and Goverment Investigations) (Details) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014 USD ($)	Dec. 31, 2014 BRL	Mar. 31, 2012 USD ($)	Dec. 31, 2014 Unconditional Purchase Obligations USD ($)	Dec. 31, 2014 Construction Commitments USD ($)	Dec. 31, 2014 Guarantees And Other USD ($)
Gain And Loss Contingencies [Abstract]
Brazil tax matters estimated exposure	$ 180
Initial CADE civil fine imposed	828	2,200
Revised CADE civil fine	640	1,700
Percentage Of Guarantees To Brazilian Court Satisfied By Letters Of Credit	50.00%	50.00%
Percentage Of Guarantees To Brazilian Court Satisfied By Equity	50.00%	50.00%
Outstanding letters of credit, bank guarantees and surety bonds	1,240
Letters of credit provided as guaranteed for Brazilian Court	524
Material Commitments and Contracual Obligations [Line Items]
2015					954	12
2016					404	59
2017					27
Total					1,385	71
2015				543
2016				491
2017				460
2018				445
2019				393
Thereafter				3,021
Total				5,353
Unconditional Purchase Obligation Payments				1,021
Unconditional Purchase Obligation Payments, Electricty				481
Unconditional Purchase Obligations Payments, Natural Gas				225
Unrecognized Unconditional Future Purchase Obligation Electricity				3,550
Unrecognized Unconditional Purchase Obligation, Silane				142
Contingent Obligations Under Guarantees Of Certain Debt Of Unconsolidated Affiliates						70
Guarantees And Other - Oustanding Receivables And Repurchase Agreements						1
Total Debt Of Unconsolidated Equity Investees	245
Former Gain Contingency, Recognized in Current Period			$ 24

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Fair Value Disclosures (Tables)

12 Months Ended

Dec. 31, 2014

Fair Value Measurements [Abstract]

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis Table

The following table summarizes assets and liabilities measured at fair value on a recurring basis at December 31, 2014 and 2013:

	Fair Value Measurements Using
(Millions of dollars)	Level 1				Level 2				Level 3
	2014		2013		2014		2013		2014		2013
Assets
Derivative assets	$	—	$	—	$	19	$	26	$	—	$	—
Liabilities
Derivative liabilities	$	—	$	—	$	13	$	14	$	—	$	—

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Income Taxes (Pre-tax Income and Income Tax Provision) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Components of Income Tax Expense (Benefit), Continuing Operations [Abstract]
Current tax expense - U.S. federal	$ 291	$ 94	$ 14
Current tax expense - State and local	35	27	20
Current Foreign Tax Expense (Benefit)	310	427	294
Total current tax expense	636	548	328
Deferred tax expense (benefit) - U.S. federal	14	164	198
Deferred tax expense (benefit) - State and local	12	8	17
Deferred Foreign Income Tax Expense (Benefit)	29	(71)	43
Total deferred income taxes	55	101	258
Income Tax Expense (Benefit)	691	649	586
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest [Abstract]
Pre-tax income - United States	1,004	890	880
Pre-tax income - Foreign	1,391	1,557	1,416
Income Before Income Taxes and Equity Investments	$ 2,395	$ 2,447	$ 2,296

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Share-Based Compensation (PSU and RSU) (Details) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013	Dec. 31, 2012
Additional Company Information [Abstract]
Performance based awards vesting, as a percentage of the target, low end of range	0.00%
Performance based awards vesting, as a percentage of the target, high end of range	200.00%
PX Performance Based Awards Member
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Additional Shares Granted due to Actual Payout of PSUs	49,000
Unrecognized compensation expense	$ 32
Performance Period (years)	3 years
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Non-vested at beginning of period	867,000
Granted	328,082	[1]
Vested	(338,000)
Cancelled	(24,000)
Non-vested at end of period	833,000		867,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Non-vested at beginning of period, grant date fair value	$ 99.55
Granted - average grant date fair value	$ 121.16		$ 103.46	$ 103.13
Vested - average grant date fair value	$ 92.06
Cancelled - average grant date fair value	$ 110.27
Non-vested at end of period, grant date fair value	$ 109.09		$ 99.55
Additional Company Information [Abstract]
Service Period For Restricted Stock	3 years 0 months
Restricted Stock [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation expense	$ 14
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Non-vested at beginning of period	337,000
Granted	94,988
Vested	(109,000)
Cancelled	(16,000)
Non-vested at end of period	307,000		337,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Non-vested at beginning of period, grant date fair value	$ 100.41
Granted - average grant date fair value	$ 122.55		$ 105.79	$ 104.71
Vested - average grant date fair value	$ 96.02
Cancelled - average grant date fair value	$ 104.61
Non-vested at end of period, grant date fair value	$ 106.63		$ 100.41
Additional Company Information [Abstract]
Service Period For Restricted Stock	3 years 0 months
Restricted Stock [Member] | Minimum
Additional Company Information [Abstract]
Service Period For Restricted Stock	2 years
Restricted Stock [Member] | Maximum
Additional Company Information [Abstract]
Service Period For Restricted Stock	10 years

[1] Performance-based stock unit ("PSU") grants during 2014 include 49 thousand shares relating to the actual payout of the 2011 PSU grants in 2014.

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Consolidated Statements of Income (USD $) In Millions, except Share data in Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Income Statement [Abstract]
Sales	$ 12,273	[1]	$ 11,925	[1]	$ 11,224	[1]
Cost of sales, exclusive of depreciation and amortization	6,962		6,744		6,396
Selling, general and administrative	1,308		1,349		1,270
Depreciation and amortization	1,170		1,109		1,001
Research and development	96		98		98
Venezuela currency devaluation and other charges – net	138		32		65
Other income (expenses) – net	9		32		43
Operating Profit	2,608	[2]	2,625	[2]	2,437
Interest expense – net	213		178		141
Income Before Income Taxes and Equity Investments	2,395		2,447		2,296
Income taxes	691		649		586
Income Before Equity Investments	1,704		1,798		1,710
Income from equity investments	42		38		34
Net Income (Including Noncontrolling Interests)	1,746		1,836		1,744
Less: noncontrolling interests	(52)		(81)		(52)
Net Income (Loss) – Praxair, Inc.	$ 1,694	[2]	$ 1,755	[2]	$ 1,692
Per Share Data – Praxair, Inc. Shareholders
Basic earnings per share (usd per share)	$ 5.79		$ 5.94		$ 5.67
Diluted Earnings Per Common Share	$ 5.73		$ 5.87		$ 5.61
Weighted Average Shares Outstanding (000’s):
Basic shares outstanding (in shares)	292,494		295,523		298,316
Diluted shares outstanding (in shares)	295,608		298,965		301,845

[1] Sales reflect external sales only. Intersegment Sales, primarily from North America to other segments, were not material.

[2] 2014 and 2013 include the impact of the following benefits/(charges) (see Notes 2, 5 & 7):(Millions of dollars)OperatingProfit/(Loss) NetIncome/(Loss) Diluted Earnings Per ShareVenezuela currency devaluation - Q4$(131) $(131) $(0.45)Pension settlement charge - Q4(7) (5) (0.02)Bond redemption -Q4— (22) (0.07)Year 2014$(138) $(158) $(0.54) Venezuela currency devaluation – Q1$(23) $(23) $(0.08)Pension settlement charge – Q3(9) (6) (0.02)Income tax benefit - Q4— 24 0.08Bond redemption - Q4— (12) (0.04)Year 2013$(32) $(17) $(0.06)

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Segments (Tables)

12 Months Ended

Dec. 31, 2014

Segment Reporting (Tables) [Abstract]

Schedule of Segment Reporting Information, Sales Table

The table below presents information about reportable segments for the years ended December 31, 2014, 2013 and 2012.

(Millions of dollars)	2014		2013		2012
Sales (a)
North America	$	6,436	$	6,164	$	5,598
Europe	1,546		1,542		1,474
South America	1,993		2,042		2,082
Asia	1,619		1,525		1,414
Surface Technologies	679		652		656
	$	12,273	$	11,925	$	11,224

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

Schedule Of Segment Reporting Information, Operating Profit

	2014			2013			2012
Operating Profit
North America	$	1,580		$	1,538		$	1,465
Europe	291			270			256
South America	449			467			429
Asia	303			271			246
Surface Technologies	123			111			106
Segment operating profit	2,746			2,657			2,502
Venezuela currency devaluation and other charges (Note 2)	(138		)	(32		)	(65		)
Total operating profit	$	2,608		$	2,625		$	2,437

^[1]

Schedule of Segment Reporting Information, Total Assets Table

(b) Includes equity investments as of December 31, as follows:

(Millions of dollars)	2014		2013		2012
North America	$	132	$	128	$	135
Europe	207		218		199
Asia	354		356		320
	$	693	$	702	$	654

Changes primarily relate to equity investment earnings, dividends and currency impacts.

	2014		2013		2012
Total Assets (b)
North America	$	10,205	$	10,133	$	8,491
Europe	3,000		3,408		2,957
South America	2,723		2,934		3,205
Asia	3,198		3,098		2,757
Surface Technologies	676		682		680
	$	19,802	$	20,255	$	18,090

^[1]

Schedule of Segment Reporting Information, Depreciation and Amortization Table

(Millions of dollars)	2014		2013		2012
Depreciation and Amortization
North America	$	611	$	567	$	498
Europe	168		169		149
South America	177		181		184
Asia	170		150		127
Surface Technologies	44		42		43
	$	1,170	$	1,109	$	1,001

Schedule of Segment Reporting Information, Capital Expenditures and Acquisitions Table

	2014		2013		2012
Capital Expenditures and Acquisitions
North America	$	837	$	2,106	$	1,303
Europe	319		451		322
South America	373		284		351
Asia	310		459		431
Surface Technologies	56		43		53
	$	1,895	$	3,343	$	2,460

Revenue from External Customers by Products and Services

	2014		2013		2012
Sales by Product Group
Atmospheric gases and related	$	8,623	$	8,451	$	8,104
Process gases and other	2,971		2,822		2,464
Surface technologies	679		652		656
	$	12,273	$	11,925	$	11,224

Schedule of Segment Information, Sales by Major Country Table

	2014		2013		2012
Sales by Major Country
United States	$	5,171	$	4,764	$	4,305
Brazil	1,511		1,603		1,668
Other – foreign	5,591		5,558		5,251
	$	12,273	$	11,925	$	11,224

Schedule of Segment Information, Long-lived Assets by Major Country Table

	2014		2013		2012
Long-lived Assets by Major Country (c)
United States	$	4,817	$	4,723	$	4,255
Brazil	1,344		1,376		1,535
Other – foreign	5,836		6,179		5,663
	$	11,997	$	12,278	$	11,453

(c) Long-lived assets include property, plant and equipment – net.

^[1]

Schedule of Segment Information, Equity Investments Table

(b) Includes equity investments as of December 31, as follows:

(Millions of dollars)	2014		2013		2012
North America	$	132	$	128	$	135
Europe	207		218		199
Asia	354		356		320
	$	693	$	702	$	654

Changes primarily relate to equity investment earnings, dividends and currency impacts.

[1] (c)Long-lived assets include property, plant and equipment – net.

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Consolidated Statements of Cash Flows (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Operations
Net income – Praxair, Inc.	$ 1,694	[1]	$ 1,755	[1]	$ 1,692
Income (Loss) Attributable to Noncontrolling Interest	(52)		(81)		(52)
Net Income (Including Noncontrolling Interests)	1,746		1,836		1,744
Adjustments to reconcile net income to net cash provided by operating activities:
Venezuela currency devaluation and other charges-net, net of payments	138		23		43
Depreciation and amortization	1,170		1,109		1,001
Deferred income taxes	55		101		258
Share-based compensation	51		70		70
Non-cash charges and other	(116)		(88)		(127)
Working capital
Accounts receivable	(80)		(84)		(36)
Inventory	(42)		(54)		(18)
Prepaid and other current assets	(20)		(69)		(17)
Payables and accruals	13		107		(34)
Pension contributions	(18)		(52)		(184)
Long-term assets, liabilities and other	(29)		18		52
Net cash provided by operating activities	2,868		2,917		2,752
Investing
Capital expenditures	(1,689)		(2,020)		(2,180)
Acquisitions, net of cash acquired	(206)		(1,323)		(280)
Divestitures and asset sales	92		106		82
Net cash used for investing activities	(1,803)		(3,237)		(2,378)
Net Cash Provided by (Used in) Financing Activities [Abstract]
Short-term debt borrowings (repayments) – net	(193)		149		293
Long-term debt borrowings	1,546		2,659		2,036
Long-term debt repayments	(764)		(1,347)		(1,522)
Issuances of common stock	103		154		164
Purchases of common stock	(862)		(590)		(623)
Cash dividends – Praxair, Inc. shareholders	(759)		(708)		(655)
Excess tax benefit on stock based compensation	31		46		60
Noncontrolling interest transactions and other	(110)		(35)		(56)
Net cash used for financing activities	(1,008)		328		(303)
Effect of exchange rate changes on cash and cash equivalents	(69)		(27)		(4)
Change in cash and cash equivalents	(12)		(19)		67
Cash and cash equivalents, beginning-of-period	138		157		90
Cash and cash equivalents, end-of-period	126		138		157
Supplemental Data
Income taxes paid	606		532		277
Interest paid, net of capitalized interest (Note 7)	$ 210		$ 184		$ 153

[1] 2014 and 2013 include the impact of the following benefits/(charges) (see Notes 2, 5 & 7):(Millions of dollars)OperatingProfit/(Loss) NetIncome/(Loss) Diluted Earnings Per ShareVenezuela currency devaluation - Q4$(131) $(131) $(0.45)Pension settlement charge - Q4(7) (5) (0.02)Bond redemption -Q4— (22) (0.07)Year 2014$(138) $(158) $(0.54) Venezuela currency devaluation – Q1$(23) $(23) $(0.08)Pension settlement charge – Q3(9) (6) (0.02)Income tax benefit - Q4— 24 0.08Bond redemption - Q4— (12) (0.04)Year 2013$(32) $(17) $(0.06)

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Earnings Per Share - Praxair, Inc. Shareholders (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended												12 Months Ended
	Dec. 31, 2014		Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013		Sep. 30, 2013		Jun. 30, 2013	Mar. 31, 2013		Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Denominator (Details) [Abstract]
Weighted average shares outstanding													291,987,000		294,994,000		297,746,000
Shares earned and issuable under compensation plans													507,000		529,000		570,000
Weighted average shares used in basic earnings per share	290,667,000		292,170,000	292,945,000	294,195,000	294,697,000		295,124,000		295,668,000	296,604,000		292,494,000		295,523,000		298,316,000
Stock options and awards													3,114,000		3,442,000		3,529,000
Weighted average shares used in diluted earnings per share	293,555,000		295,239,000	295,976,000	297,253,000	298,225,000		298,357,000		298,654,000	299,700,000		295,608,000		298,965,000		301,845,000
Basic Earnings Per Common Share	$ 1.04		$ 1.63	$ 1.59	$ 1.52	$ 1.61		$ 1.51		$ 1.50	$ 1.32		$ 5.79		$ 5.94		$ 5.67
Diluted Earnings Per Common Share	$ 1.03		$ 1.62	$ 1.58	$ 1.51	$ 1.59		$ 1.49		$ 1.49	$ 1.30		$ 5.73		$ 5.87		$ 5.61
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive excluded from the computation of Earnings Per Share																	1,589,235
Net Income (Loss) Attributable to Parent [Abstract]
Net income – Praxair, Inc.	$ 302	[1]	$ 477	$ 467	$ 448	$ 474	[1]	$ 445	[1]	$ 445	$ 391	[1]	$ 1,694	[1]	$ 1,755	[1]	$ 1,692

[1] 2014 and 2013 include the impact of the following benefits/(charges) (see Notes 2, 5 & 7):(Millions of dollars)OperatingProfit/(Loss) NetIncome/(Loss) Diluted Earnings Per ShareVenezuela currency devaluation - Q4$(131) $(131) $(0.45)Pension settlement charge - Q4(7) (5) (0.02)Bond redemption -Q4— (22) (0.07)Year 2014$(138) $(158) $(0.54) Venezuela currency devaluation – Q1$(23) $(23) $(0.08)Pension settlement charge – Q3(9) (6) (0.02)Income tax benefit - Q4— 24 0.08Bond redemption - Q4— (12) (0.04)Year 2013$(32) $(17) $(0.06)

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Property, Plant & Equipment - Net (Tables)

12 Months Ended

Dec. 31, 2014

Property, Plant and Equipment [Abstract]

Property, Plant & Equipment - Net

Significant classes of property, plant and equipment are as follows:

(Millions of dollars) December 31,	Depreciable Lives (Yrs)	2014			2013
Production plants (primarily 15-year life) (a)	10-20	$	14,400		$	14,378
Storage tanks	15-20	2,267			2,330
Transportation equipment and other	3-15	1,895			1,866
Cylinders (primarily 30-year life)	10-30	1,724			1,740
Buildings	25-40	1,089			1,108
Land and improvements (b)	0-20	499			493
Construction in progress		1,980			2,116
		23,854			24,031
Less: accumulated depreciation		(11,857		)	(11,753		)
		$	11,997		$	12,278

(a) - Depreciable lives of production plants related to long-term customer supply contracts are consistent with the contract lives.

(b) - Land is not depreciated.

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Debt (ST and LT Debt) (Details)	12 Months Ended								12 Months Ended											12 Months Ended																																																							3 Months Ended					12 Months Ended
	Dec. 31, 2014 USD ($)		Dec. 31, 2013 USD ($)		Dec. 31, 2012 USD ($)	Dec. 31, 2014 US Long-term 4.375% Notes due 2014 USD ($)	Dec. 31, 2013 US Long-term 4.375% Notes due 2014 USD ($)		Dec. 31, 2013 US Long-term 5.25% Notes due 2014 USD ($)	Dec. 31, 2014 US Long-term 4.625% Notes due 2015 USD ($)		Dec. 31, 2013 US Long-term 4.625% Notes due 2015 USD ($)		Dec. 31, 2014 US Long-term 3.25% Notes due 2015 USD ($)		Dec. 31, 2013 US Long-term 3.25% Notes due 2015 USD ($)		Dec. 31, 2014 US Long-term 0.75% Notes due 2016 USD ($)	Dec. 31, 2013 US Long-term 0.75% Notes due 2016 USD ($)	Dec. 31, 2014 US Long-term 5.375% Notes due 2016 USD ($)	Dec. 31, 2013 US Long-term 5.375% Notes due 2016 USD ($)		Dec. 31, 2014 US Long-term 5.20% Notes due 2017 USD ($)	Dec. 31, 2013 US Long-term 5.20% Notes due 2017 USD ($)	Dec. 31, 2014 US Long-term1.05% Notes due 2017 USD ($)	Dec. 31, 2013 US Long-term1.05% Notes due 2017 USD ($)	Dec. 31, 2014 US Long-term 1.20% Notes Due 2018 [Member] USD ($)	Dec. 31, 2013 US Long-term 1.20% Notes Due 2018 [Member] USD ($)	Dec. 31, 2014 US Long-term 1.25% Notes due 2018 [Member] USD ($)		Dec. 31, 2013 US Long-term 1.25% Notes due 2018 [Member] USD ($)		Dec. 31, 2014 US Long-term 4.50% Notes due 2019 USD ($)		Dec. 31, 2013 US Long-term 4.50% Notes due 2019 USD ($)		Dec. 31, 2014 px_UsLongTerm190NotesDue2019Member [Member] USD ($)	Dec. 31, 2013 px_UsLongTerm190NotesDue2019Member [Member] USD ($)	Dec. 31, 2014 Euro Denominated Long-term 1.50% Notes Due 2020 [Member] USD ($)		Dec. 31, 2014 Euro Denominated Long-term 1.50% Notes Due 2020 [Member] EUR (€)	Dec. 31, 2014 US Long-term 4.05% Notes due 2021 USD ($)		Dec. 31, 2013 US Long-term 4.05% Notes due 2021 USD ($)		Dec. 31, 2014 US Long-term 3.00% Notes due 2021 USD ($)		Dec. 31, 2013 US Long-term 3.00% Notes due 2021 USD ($)		Dec. 31, 2014 US Long-term 2.45% Notes due 2022 USD ($)		Dec. 31, 2013 US Long-term 2.45% Notes due 2022 USD ($)		Dec. 31, 2014 US Long-term 2.20% Notes due 2022 USD ($)		Dec. 31, 2013 US Long-term 2.20% Notes due 2022 USD ($)		Dec. 31, 2014 US Long-term 2.70% Notes due 2023 USD ($)		Dec. 31, 2013 US Long-term 2.70% Notes due 2023 USD ($)		Dec. 31, 2014 Euro Denominated Long-term 1.625% Notes Due 2025 [Member] [Member] USD ($)		Dec. 31, 2014 Euro Denominated Long-term 1.625% Notes Due 2025 [Member] [Member] EUR (€)	Feb. 05, 2015 US Long-term 3.55% Notes due 2042 USD ($)	Dec. 31, 2014 US Long-term 3.55% Notes due 2042 USD ($)		Dec. 31, 2013 US Long-term 3.55% Notes due 2042 USD ($)		Dec. 31, 2014 US Long-term other USD ($)	Dec. 31, 2013 US Long-term other USD ($)	Dec. 31, 2014 Other International Bank Borrowings USD ($)	Dec. 31, 2013 Other International Bank Borrowings USD ($)	Dec. 31, 2014 Total Debt Issued During Fiscal Year EUR (€)	Mar. 31, 2015 US Long-term floating plus 0.33% Notes Due 2017 [Member] Rate	Feb. 05, 2015 US Long-term floating plus 0.33% Notes Due 2017 [Member] USD ($)	Feb. 05, 2015 US Long-term 2.65% Notes due 2025 [Member] USD ($)	Dec. 31, 2014 Line of Credit [Member] USD ($)	Dec. 31, 2014 $2.0 Billion senior unsecured credit facility replaced December 2014 USD ($)	Dec. 31, 2014 Net Investment Hedging [Member] USD ($)
Debt Instrument Line Items
Fair value increase	$ 14,000,000		$ 22,000,000
Repayments of Long-term Debt	764,000,000		1,347,000,000		1,522,000,000	300,000,000			418,000,000											434,000,000
Principal Amount of Bond Redemption									400,000,000											400,000,000
Loss on Bond Redemption	36,000,000	[1]	18,000,000	[1]					18,000,000											36,000,000
Bond Redemption, Loss, Net of Tax									12,000,000											22,000,000
Senior Notes - Carrying Amount							300,000,000	[2]		500,000,000	[3]	500,000,000	[3]	408,000,000	[3],[4]	418,000,000	[3],[4]	400,000,000	400,000,000		400,000,000	[2]	325,000,000	325,000,000	400,000,000	400,000,000	500,000,000	500,000,000	481,000,000	[4],[5]	478,000,000	[4],[5]	599,000,000	[5]	598,000,000	[5]	500,000,000	500,000,000	722,000,000	[5],[6]		499,000,000	[5]	498,000,000	[5]	497,000,000	[5]	497,000,000	[5]	598,000,000	[5]	598,000,000	[5]	499,000,000	[5]	499,000,000	[5]	499,000,000	[5]	498,000,000	[5]	599,000,000	[5],[6]		200,000,000	466,000,000	[5]	466,000,000	[5]							150,000,000	400,000,000
Other Debt - Carrying Amount																																																																						4,000,000	5,000,000	167,000,000	140,000,000
Debt Instrument, Interest Rate, Stated Percentage						4.375%	4.00%		5.25%	4.625%		4.625%		3.25%		3.25%		0.75%	0.75%	5.375%	5.375%		5.20%	5.20%	1.05%	1.05%	1.20%	1.20%	1.25%		1.25%		4.50%		4.50%		1.90%	1.90%	1.50%		1.50%	4.05%		4.05%		3.00%		3.00%		2.45%		2.45%		2.20%		2.20%		2.70%		2.70%		1.625%		1.625%	3.55%	3.55%		3.55%									2.65%
Line of Credit Facility, Maximum Borrowing Capacity																																																																														2,500,000,000	2,000,000,000.0
Debt Instrument, Face Value																																									600,000,000																							500,000,000										1,100,000,000
Derivatives used in Net Investment Hedge, Increase (Decrease), Gross of Tax																																																																																125,000,000
Debt Instrument, Basis Spread on Variable Rate																																																																											0.33%
Long-term Debt, by Current and Noncurrent [Abstract]
Carrying value of long-term debt including current portion	8,671,000,000		8,029,000,000
Current portion of long-term debt	(2,000,000)		(3,000,000)
Obligations under capital lease	8,000,000		9,000,000
Long-term debt	8,669,000,000		8,026,000,000
Debt And Capital Lease Obligations	9,258,000,000		8,811,000,000
Commercial Paper	514,000,000		712,000,000
Other bank borrowings (Primarily International)	73,000,000		70,000,000
Total short-term debt	$ 587,000,000		$ 782,000,000

[1] In December 2014, Praxair redeemed $400 million of 5.375% notes due November 2016 for $434 million resulting in a $36 million charge ($22 million after-tax, or $0.07 per diluted share). In December 2013, Praxair redeemed $400 million of 5.25% notes due November 2014 for $418 million resulting in an $18 million charge ($12 million after-tax, or $0.04 per diluted share).

[2] (a)In March 2014, Praxair repaid $300 million of 4.375% notes that became due. In December of 2014, Praxair redeemed $400 million of 5.375% notes due November 2016 for $434 million resulting in an $36 million bond redemption charge (see Note 7).

[3] (b)Classified as long-term because of the Company’s intent to refinance this debt on a long-term basis and the availability of such financing under the terms of an existing $2.5 billion long-term credit facility.

[4] (d)December 31, 2014 and 2013 include a $14 million and $22 million fair value increase, respectively, related to hedge accounting. See Note 12 for additional information.

[5] (c)Amounts are net of unamortized discounts.

[6] (e)During 2014, Praxair issued the following Euro-denominated notes totaling €1.1 billion: €600 million of 1.50% Euro-denominated notes due 2020 and €500 million of 1.625% Euro-denominated notes due 2025. These debt issuances have been designated as a hedges of the net investment position in European operations where the Euro is the functional currency (see Note 12). The proceeds of this debt issuance were used for general corporate purposes, including acquisitions, repayment of debt and share repurchases under the company's share repurchase program. Since the time the Euro-denominated notes were first issued in March 2014 through December 31, 2014, exchange rate movements have reduced long-term debt by $125 million.

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Equity and Redeemable Noncontrolling Interests

12 Months Ended

Dec. 31, 2014

Equity And Noncontrolling Interests Disclosure [Abstract]

Equity And Noncontrolling Interests Disclosure [Text Block]

NOTE 14. EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

Praxair, Inc. Shareholders’ Equity

At December 31, 2014 and 2013, there were 800,000,000 shares of common stock authorized (par value $0.01 per share) of which 383,230,625 shares were issued and 289,261,608 were outstanding at December 31, 2014 (294,133,864 were outstanding at December 31, 2013).

At December 31, 2014 and 2013, there were 25,000,000 shares of preferred stock (par value $0.01 per share) authorized, of which no shares were issued and outstanding. Praxair’s board of directors may from time to time authorize the issuance of one or more series of preferred stock and, in connection with the creation of such series, determine the characteristics of each such series including, without limitation, the preference and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions of the series.

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 retained earnings and does not impact net income.

During 2011, Praxair acquired a controlling interest in Yara Praxair, a joint venture in Scandinavia that was previously accounted for as an equity investment (see Note 3). As part of the transaction, the noncontrolling shareholder obtained the right to sell its shares to Praxair starting in the first quarter 2015 for a period of 4 years at a formula price. Praxair also obtained the right to purchase the shares held by the noncontrolling shareholder starting in 2017 for a period of 2 years, also at a formula price. Accordingly, the noncontrolling interests related to Yara Praxair have been recorded in the consolidated balance sheets as redeemable noncontrolling interests. Other redeemable noncontrolling interests relate to three packaged gas distributors in the United States where the noncontrolling shareholders have put options.

The following is a summary of redeemable noncontrolling interests for the years ended December 31, 2014, 2013 and 2012:

(Millions of dollars)	2014			2013			2012
Beginning Balance	$	307		$	252		$	220
Net income	12			24			18
Distributions to noncontrolling interest	(9		)	(11		)	(9		)
Redemption value adjustment/accretion	2			53			13
Foreign currency translation and other	(24		)	(11		)	10
Purchase of noncontrolling interest *	(112		)	—			—
Ending Balance	$	176		$	307		$	252

* In January 2014, Praxair acquired the noncontrolling interests related to Praxair Distribution Mid-Atlantic, LLC. The cash payment is shown in the financing section of the condensed consolidated statements of cash flows under the caption "Noncontrolling interest transactions and other".

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Goodwill (Tables)

12 Months Ended

Dec. 31, 2014

Schedule of Goodwill [Abstract]

Schedule of Goodwill Table

Changes in the carrying amount of goodwill for the years ended December 31, 2014 and 2013 were as follows:

(Millions of dollars)	North America			South America			Europe			Asia			Surface Technologies			Total
Balance, December 31, 2012	$	1,499		$	195		$	645		$	25		$	143		$	2,507
Acquisitions (Note 3)	625			—			94			—			—			719
Purchase adjustments & other	3			—			—			—			—			3
Foreign currency translation	(10		)	(29		)	4			(1		)	1			(35		)
Balance, December 31, 2013	$	2,117		$	166		$	743		$	24		$	144		$	3,194
Acquisitions (Note 3)	47			4			17			14			4			86
Purchase adjustments & other	1			—			(6		)	—			5			—
Foreign currency translation	(26		)	(23		)	(100		)	—			(10		)	(159		)
Balance, December 31, 2014	$	2,139		$	147		$	654		$	38		$	143		$	3,121

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Retirement Programs

12 Months Ended

Dec. 31, 2014

General Discussion of Pension and Other Postretirement Benefits [Abstract]

Retirement Programs

NOTE 16. RETIREMENT PROGRAMS

Defined Benefit Pension Plans

Praxair has two main U.S. retirement programs which are non-contributory defined benefit plans: the Praxair Pension Plan and the CBI Pension Plan. The latter program benefits primarily former employees of CBI Industries, Inc. which Praxair acquired in 1996. Effective July 1, 2002, the Praxair Pension Plan was amended to give participating employees a one-time choice to remain covered by the old formula or to elect coverage under a new formula. The old formula is based predominantly on years of service, age and compensation levels prior to retirement, while the new formula provides for an annual contribution to an individual account which grows with interest each year at a predetermined rate. Also, this new formula applies to all new employees hired after April 30, 2002 into businesses adopting this plan. The U.S. and international pension plan assets are comprised of a diversified mix of investments, including domestic and international corporate equities, government securities and corporate debt securities. Praxair has several plans that provide supplementary retirement benefits primarily to higher level employees that are unfunded and are nonqualified for federal tax purposes. Pension coverage for employees of certain of Praxair’s international subsidiaries generally is provided by those companies through separate plans. Obligations under such plans are primarily provided for through diversified investment portfolios, with some smaller plans provided for under insurance policies or by book reserves.

Multi-employer Pension Plans

In the United States Praxair participates in seven multi-employer defined benefit pension plans ("MEP") pursuant to the terms of collective bargaining agreements covering approximately 200 union-represented employees. The collective bargaining agreements expire on different dates through 2019. In connection with such agreements, the Company is required to make periodic contributions to the MEPs in accordance with the terms of the respective collective bargaining agreements. Praxair’s participation in these plans is not material either at the plan level or in the aggregate. Praxair’s contributions to these plans were $2 million in 2014 and 2013, and $1 million in 2012 (the cost is not included in the tables that follow). For all MEPs Praxair’s contributions were significantly less than 1% of the total contributions to each plan for 2013 and 2012. Total 2014 contributions were not yet available from the MEPs.

Praxair has obtained the most recently available Pension Protection Act ("PPA") zone status letters from the Trustees of the MEPs. The PPA classifies MEPs as either Red, Yellow or Green zone plans. Among other factors, plans in the Red zone are generally less than 65 percent funded; plans in the Yellow zone are generally 65 to 80 percent funded; and plans in the Green zone are generally at least 80 percent funded. According to the most current data available, four of the MEPs that the Company participates are in a Red zone status; one is in a Yellow zone status; and two are in a Green zone status. As of December 31, 2014, the five Red and Yellow Zone plans have pending or have implemented financial improvement or rehabilitation plans. Praxair does not currently anticipate significant future obligations due to the funding status of these plans. If Praxair determined it was probable that it would withdraw from an MEP, the Company would record a liability for its portion of the MEP’s unfunded pension obligations, as calculated at that time. Historically, such withdrawal payments have not been significant.

Defined Contribution Plans

Praxair’s U.S. business employees are eligible to participate in the Praxair defined contribution savings plan. Employees may contribute up to 40% of their compensation, subject to the maximum allowable by IRS regulations. For the US packaged gases business, company contributions to this plan are calculated as a percentage of salary based on age plus service. U.S. employees other than those in the packaged gases business have company contributions to this plan calculated on a graduated scale based on employee contributions to the plan. The cost for these defined contribution plans was $26 million in 2014, $25 million in 2013 and $24 million in 2012 (the cost is not included in the tables that follow).

The defined contribution plans includes a non-leveraged employee stock ownership plan ("ESOP") which covers all employees participating in this plan. The collective number of shares of Praxair common stock in the two ESOPs totaled 3,053,710 at December 31, 2014.

Certain international subsidiaries of the company also sponsor defined contribution plans where contributions are determined under various formulas. The expense for these plans was $17 million in 2014 and 2013, and $12 million in 2012 (the expense is not included in the tables that follow).

Postretirement Benefits Other Than Pensions (OPEB)

Praxair provides health care and life insurance benefits to certain eligible retired employees. These benefits are provided through various insurance companies and healthcare providers. Praxair is also obligated to make payments for a portion of postretirement benefits related to retirees of Praxair’s former parent. Additionally, as part of the CBI acquisition in 1996, Praxair assumed responsibility for healthcare and life insurance benefit obligations for CBI’s retired employees. All postretirement healthcare programs have cost caps that limit the company’s exposure to future cost increases. In addition, as part of the retirement elections made for July 1, 2002, eligible employees were given the choice of maintaining coverage in the current retiree medical design (as may be amended from time to time), or to move to a design whereby coverage would be provided, but with no Praxair subsidy whatsoever. Also, all new employees hired after April 30, 2002 into a business adopting these plans will not receive a company subsidy. Praxair does not currently fund its postretirement benefits obligations. Praxair’s retiree plans may be changed or terminated by Praxair at any time for any reason with no liability to current or future retirees.

Praxair uses a measurement date of December 31 for its pension and other post-retirement benefit plans.

Pension and Postretirement Benefit Costs

The components of net pension and OPEB costs for 2014, 2013 and 2012 are shown below:

(Millions of dollars) Year Ended December 31,	Pensions									OPEB
	2014			2013			2012			2014			2013			2012
Service cost	$	49		$	56		$	49		$	4		$	5		$	4
Interest cost	121			112			119			11			11			12
Expected return on plan assets	(155		)	(149		)	(153		)	—			—			—
Net amortization and deferral	60			91			68			(8		)	(5		)	(7		)
Net periodic benefit cost before pension settlement charges	$	75		$	110		$	83		$	7		$	11		$	9
Pension settlement charges *	7			9			10			—			—			—
Net periodic benefit cost	$	82		$	119		$	93		$	7		$	11		$	9

* 2014 includes a $7 millions charge in the fourth quarter related to one-time lump sum benefit payment of vested pension benefits to certain former employees. 2012 and 2013 includes a $9 million charge in the third quarter primarily related to the retirement of senior managers in the United States (see Note 2).

Funded Status

The changes in benefit obligation and plan assets for Praxair’s pension and OPEB programs, including reconciliation of the funded status of the plans to amounts recorded in the consolidated balance sheet, as of December 31, 2014 and 2013 are shown below:

(Millions of dollars) Year Ended December 31,	Pensions
	2014						2013						OPEB
	U.S.			International			U.S.			International			2014			2013
Change in Benefit Obligation ("PBO")
Benefit obligation January 1	$	1,791		$	661		$	1,926		$	727		$	208		$	251
Service cost	34			15			38			18			4			5
Interest cost	85			36			74			38			11			11
Participant contributions	—			—			—			—			10			11
Actuarial loss (gain)	276			109			(148		)	(43		)	(21		)	(39		)
Benefits paid	(136		)	(35		)	(99		)	(38		)	(25		)	(23		)
Divestiture	—			(1		)	—			—			—			—
Foreign currency translation	—			(66		)	—			(41		)	(7		)	(8		)
Benefit obligation, December 31	$	2,050		$	719		$	1,791		$	661		$	180		$	208
Accumulated benefit obligation ("ABO")	$	1,944		$	681		$	1,712		$	629
Change in Plan Assets
Fair value of plan assets, January 1	$	1,620		$	551		$	1,391		$	558		$	—		$	—
Actual return on plan assets	108			76			271			43			—			—
Company contributions	2			16			35			17			—			—
Benefits paid from plan assets	(123		)	(30		)	(77		)	(33		)	—			—
Foreign currency translation	—			(52		)	—			(34		)	—			—
Fair value of plan assets, December 31	$	1,607		$	561		$	1,620		$	551		$	—		$	—
Funded Status, End of Year	$	(443	)	$	(158	)	$	(171	)	$	(110	)	$	(180	)	$	(208	)
Recorded in the Balance Sheet
Other long-term assets	$	—		$	35		$	—		$	42		$	—		$	—
Other current liabilities	(18		)	(5		)	(10		)	(6		)	(16		)	(17		)
Other long-term liabilities	(425		)	(188		)	(161		)	(146		)	(164		)	(191		)
Net amount recognized, December 31	$	(443	)	$	(158	)	$	(171	)	$	(110	)	$	(180	)	$	(208	)
Amounts recognized in accumulated other comprehensive income (loss) consist of:
Net actuarial loss (gain)	$	792		$	193		$	563		$	145		$	(24	)	$	(7	)
Prior service cost (credit)	—			15			1			18			(1		)	(4		)
Deferred tax benefit (Note 5)	(303		)	(50		)	(215		)	(38		)	11			6
Amount recognized in accumulated other comprehensive income (loss) (Note 7)	$	489		$	158		$	349		$	125		$	(14	)	$	(5	)

The changes in plan assets and benefit obligations recognized in other comprehensive income in 2014 and 2013 are as follows:

	Pensions						OPEB
(Millions of dollars)	2014			2013			2014			2013
Current year net actuarial losses (gains)*	$	356		$	(356	)	$	(21	)	$	(39	)
Amortization of net actuarial gains (losses)	(59		)	(90		)	2			(1		)
Amortization of prior service credits (costs)	(1		)	(1		)	6			6
Pension settlements (Note 2)	(7		)	(9		)	—			—
Foreign currency translation and other	(16		)	(12		)	(1		)	(1		)
Total recognized in other comprehensive income	$	273		$	(468	)	$	(14	)	$	(35	)

________________________

 * The pension net actuarial losses in 2014 relates primarily to the decrease in discount rates, when compared to 2013 and updated mortality assumptions. The pension net actuarial gain in 2013 relates primarily to the increase in discount rates, when compared to 2012. The OPEB net actuarial gains in 2014 relates primarily to favorable plan experience, and the 2013 net actuarial gain relates primarily to higher discount rates.

The amounts in accumulated other comprehensive income (loss) that are expected to be recognized as components of net periodic benefit cost during 2015 are as follows:

(Millions of dollars)	Pension		OPEB
Net actuarial loss (gain)	$	82	$	(3	)
Prior service cost (credit)	1		—
	$	83	$	(3	)

The following table provides information for pension plans where the accumulated benefit obligation exceeds the fair value of the plan assets:

(Millions of dollars) Year Ended December 31,	Pensions
	2014				2013
	U.S.		International		U.S.*		International
Projected benefit obligation ("PBO")	$	2,050	$	428	$	244	$	360
Accumulated benefit obligation ("ABO")	$	1,944	$	412	$	241	$	352
Fair value of plan assets	$	1,607	$	234	$	127	$	207

* In 2013, plan assets related to the main U.S. retirement program exceeded the ABO by $23 million and was therefore excluded from the table above.

Assumptions

The assumptions used to determine the benefit obligations are as of the respective balance sheet date and the assumptions used to determine the net benefit cost are at the previous year-end, as shown below:

	Pensions
	U.S.				International				OPEB
	2014		2013		2014		2013		2014		2013
Weighted average assumptions used to determine benefit obligations at December 31,
Discount rate	3.95	%	4.80	%	5.36	%	6.30	%	4.48	%	5.87	%
Rate of increase in compensation levels	3.25	%	3.25	%	3.72	%	4.00	%	N/A		N/A
Weighted average assumptions used to determine net periodic benefit cost for years ended December 31,
Discount rate	4.80	%	3.90	%	6.30	%	5.80	%	5.87	%	5.00	%
Rate of increase in compensation levels	3.25	%	3.25	%	4.00	%	4.00	%	N/A		N/A
Expected long-term rate of return on plan assets *	8.00	%	8.00	%	8.10	%	7.50	%	N/A		N/A

________________________

* The expected long term rate of return on the U.S. and international plan assets is estimated based on the plans' investment strategy and asset allocation, historical capital market performance and, to a lesser extent, historical plan performance. For the U.S. plans, the expected rate of return of 8.00% was derived based on the target asset allocation of 50%-70% equity securities (approximately 9.5% expected return), 20%-40% fixed income securities (approximately 5.5% expected return) and 2% - 10% real estate funds (approximately 7% expected return). For the international plans, the expected rate of return was derived based on the weighted average target asset allocation of 30%-50% equity securities (approximately 10% expected return), 40%-60% fixed income securities (approximately 7.5% expected return), and 0%-10% alternative investments (approximately 7.5% expected return). For the U.S. plan assets, the actual annualized total returns for the most recent 10-year and 20-year periods ended December 31, 2014 were approximately 6.2% and 8.2%, respectively. For the international plan assets, the actual annualized total returns for the same two periods were approximately 8.3% and 9.7%, respectively. Changes to plan asset allocations and investment strategy over this time period limit the value of historical plan performance as factor in estimating the expected long term rate of return. For 2015, the expected long-term rate of return on plan assets will be 8.00% for the U.S. plans. Expected weighted average returns for international plans will vary.     

	OPEB
Assumed healthcare cost trend rates	2014		2013
Healthcare cost trend assumed	7.50	%	8.00	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)	5.00	%	5.00	%
Year that the rate reaches the ultimate trend rate	2020		2020

These healthcare-cost trend rate assumptions have an impact on the amounts reported. However, cost caps limit the impact on the net OPEB benefit cost in the U.S. To illustrate the effect, a one-percentage point change in assumed healthcare cost trend rates would have the following effects:

	One-Percentage Point
(Millions of dollars)	Increase		Decrease
Effect on the total of service and interest cost components of net OPEB benefit cost	$	—	$	—
Effect on OPEB benefit obligation	$	3	$	(2	)

Pension Plan Assets

The investments of the U.S. pension plan are managed to meet the future expected benefit liabilities of the plan over the long term by investing in diversified portfolios consistent with prudent diversification and historical and expected capital market returns. When Praxair became an independent, publicly traded company in 1992, its former parent retained all liabilities for its term-vested and retired employees. Praxair’s plan received assets and retained pension liabilities for its own active employee base. Therefore, the liabilities under the Praxair U.S. pension plan mature at a later date compared to pension funds of other similar companies. Investment strategies are reviewed by the Finance and Pension Committee of the company’s Board of Directors and investment performance is tracked against appropriate benchmarks. There are no concentrations of risk as it relates to the assets within the plans.

The international pension plans are managed individually based on diversified investment portfolios, with different target asset allocations that vary for each plan. Praxair’s U.S. and international pension plans’ weighted-average asset allocations at December 31, 2014 and 2013, and the target asset allocation range for 2014, by major asset category are as follows:

	U.S.					International
Asset Category	Target	2014		2013		Target	2014		2013
Equity securities	50%-70%	65	%	70	%	30%-50%	49	%	48	%
Fixed income securities	20%-40%	28	%	30	%	40%-60%	42	%	43	%
Other	2% - 10%	7	%	—		0%-10%	9	%	9	%

The following table summarizes pension assets measured at fair value by asset category at December 31, 2014 and 2013. During the years presented, there has been no transfer of assets between Levels 1, 2 & 3 (see Note 13 for definition of the levels):

	Fair Value Measurements Using
	Level 1				Level 2				Level 3 *				Total
(Millions of dollars)	2014		2013		2014		2013		2014		2013		2014		2013
Cash and cash equivalents	$	1	$	2	$	—	$	—	$	—	$	—	$	1	$	2
Equity securities:
U.S. equities	340		285		—		—		—		—		340		285
International equities	82		82		—		—		—		—		82		82
Mutual funds	330		393		—		—		—		—		330		393
Pooled funds	—		—		565		630		—		—		565		630
Fixed income securities:
U.S. government bonds	—		—		44		39		—		—		44		39
International government bonds	—		—		125		128		—		—		125		128
Mutual funds	253		308		—		—		—		—		253		308
Corporate bonds	—		—		175		176		—		—		175		176
Pooled funds	—		—		90		80		—		—		90		80
Other:
Insurance contracts	—		—		—		—		53		48		53		48
Real Estate Funds	—		—		—		—		110		—		110		—
Fair value of plan assets, December 31,	$	1,006	$	1,070	$	999	$	1,053	$	163	$	48	$	2,168	$	2,171

________________________

* The following table summarizes changes in fair value of the pension plan assets classified as level 3 for the periods ended December 31, 2014 and 2013:

(Millions of dollars)	Insurance Contracts			Real Estate Funds		Total
Balance, December 31, 2012	$	48		$	—	$	48
Gain or losses for the period	—			—		—
Balance, December 31, 2013	48			—		48
Gain for the period	12			10		22
Acquisitions	—			100		100
Foreign currency translation	(7		)	—		(7		)
Balance, December 31, 2014	$	53		$	110	$	163

The descriptions and fair value methodologies for the U.S. and international pension plan assets are as follows:

Cash and Cash Equivalents – This category includes cash and short-term interest bearing investments with maturities of three months or less. Investments are valued at cost plus accrued interest. Cash and cash equivalents are classified within level 1 of the valuation hierarchy.

Equity Securities – This category is comprised of shares of common stock in U.S. and international companies from a diverse set of industries and size. Common stock is valued at the closing market price reported on a U.S. or international exchange where the security is actively traded. Equity securities are classified within level 1 of the valuation hierarchy.

Mutual Funds and Pooled Funds – This category consists of publicly and privately managed funds that invest primarily in marketable equity and fixed income securities. The fair value of these investments is determined by reference to the net asset value of the underlying securities of the fund. Shares of publicly traded mutual funds are valued at the net asset value quoted on the exchange where the fund is traded and are classified as level 1 within the valuation hierarchy. Units of pooled funds are valued at the per unit net asset value determined by the fund manager and are classified as level 2 within the valuation hierarchy.

U.S. and International Government Bonds – This category includes U.S. treasuries, U.S. federal agency obligations and international government debt. The majority of these investments do not have quoted market prices available for a specific government security and so the fair value is determined using quoted prices of similar securities in active markets and is classified as level 2 within the valuation hierarchy.

Corporate Bonds – This category is comprised of corporate bonds of U.S. and international companies from a diverse set of industries and size. The fair values for U.S. and international corporate bonds are determined using quoted prices of similar securities in active markets and observable data or broker or dealer quotations. The fair values for these investments are classified as level 2 within the valuation hierarchy.

Insurance Contracts – The fair value of insurance contracts is determined based on the cash surrender value of the insurance contract, which is determined based on such factors as the fair value of the underlying assets and discounted cash flow. These contracts are with highly rated insurance companies. Insurance contracts are classified within level 3 of the valuation hierarchy.

Real Estate Funds – This category includes real estate properties, partnership equities and investments in operating companies. The fair value of the assets is determined using discounted cash flows by estimating an income stream for the property plus a reversion into a present value at a risk adjusted rate. Yield rates and growth assumptions utilized are derived from market transactions as well as other financial and industry data. The fair value for these investments are classified within level 3 of the valuation hierarchy.

Contributions

At a minimum, Praxair contributes to its pension plans to comply with local regulatory requirements (e.g., ERISA in the United States). Discretionary contributions in excess of the local minimum requirements are made based on many factors, including long-term projections of the plans' funded status, the economic environment, potential risk of overfunding, pension insurance costs and alternative uses of the cash. Changes to these factors can impact the timing of discretionary contributions from year to year. Pension contributions were $18 million in 2014, $52 million in 2013 and $184 million in 2012. Estimated required contributions for 2015 are currently expected to be in the area of $15 million.

Estimated Future Benefit Payments

The following table presents estimated future benefit payments, net of participants contributions:

(Millions of dollars)	Pensions
Year Ended December 31,	U.S.		International		OPEB
2015	$	105	$	36	$	17
2016	101		36		16
2017	106		37		16
2018	111		38		15
2019	117		39		15
2020-2024	625		211		68

XML

Financial Instruments (Details)	12 Months Ended												12 Months Ended																											12 Months Ended					12 Months Ended					12 Months Ended					12 Months Ended			12 Months Ended										12 Months Ended
	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2014 Net Investment Hedging [Member] USD ($)	Jun. 30, 2012 Jul 2012 Treasury Lock [Member] USD ($)		Aug. 31, 2011 Aug 2011Treasury Lock Member USD ($)		Dec. 31, 2008 December 2008 Treasury Lock Member USD ($)		Feb. 29, 2008 February 2008 Treasury Lock Member USD ($)		Dec. 31, 2013 Interest Rate Swap [Member] USD ($)	Dec. 31, 2012 Interest Rate Swap [Member] USD ($)	Dec. 31, 2014 Derivatives Not Designated as Hedging Instruments USD ($)		Dec. 31, 2013 Derivatives Not Designated as Hedging Instruments USD ($)		Dec. 31, 2012 Derivatives Not Designated as Hedging Instruments USD ($)		Dec. 31, 2012 Derivatives Not Designated as Hedging Instruments Anticipated Net Income USD ($)		Dec. 31, 2014 Derivatives Not Designated as Hedging Instruments Other Balance Sheet Items Member USD ($)		Dec. 31, 2013 Derivatives Not Designated as Hedging Instruments Other Balance Sheet Items Member USD ($)		Dec. 31, 2012 Derivatives Not Designated as Hedging Instruments Other Balance Sheet Items Member USD ($)		Dec. 31, 2014 Derivatives Not Designated as Hedging Instruments Debt-Related Member USD ($)		Dec. 31, 2013 Derivatives Not Designated as Hedging Instruments Debt-Related Member USD ($)		Dec. 31, 2012 Derivatives Not Designated as Hedging Instruments Debt-Related Member USD ($)		Dec. 31, 2014 Derivatives Not Designated as Hedging Instruments Foreign Exchange Contract Balance Sheet Items USD ($)		Dec. 31, 2013 Derivatives Not Designated as Hedging Instruments Foreign Exchange Contract Balance Sheet Items USD ($)		Dec. 31, 2013 Derivatives Designated as Hedging Instruments - Cash Flow Foreign Exchange Contract Forecasted Purchases USD ($)	Dec. 31, 2012 Derivatives Designated as Hedging Instruments - Cash Flow Treasury Rate Locks Member Jul 2012 Treasury Lock [Member] USD ($)	Dec. 31, 2014 Derivatives Designated as Hedging Instruments - Cash Flow Treasury Rate Locks Member Jul 2012 Treasury Lock [Member] USD ($)		Dec. 31, 2013 Derivatives Designated as Hedging Instruments - Cash Flow Treasury Rate Locks Member Jul 2012 Treasury Lock [Member] USD ($)		Dec. 31, 2011 Derivatives Designated as Hedging Instruments - Cash Flow Treasury Rate Locks Member Aug 2011Treasury Lock Member USD ($)	Dec. 31, 2014 Derivatives Designated as Hedging Instruments - Cash Flow Treasury Rate Locks Member Aug 2011Treasury Lock Member USD ($)		Dec. 31, 2013 Derivatives Designated as Hedging Instruments - Cash Flow Treasury Rate Locks Member Aug 2011Treasury Lock Member USD ($)		Dec. 31, 2009 Derivatives Designated as Hedging Instruments - Cash Flow Treasury Rate Locks Member December 2008 Treasury Lock Member USD ($)	Dec. 31, 2014 Derivatives Designated as Hedging Instruments - Cash Flow Treasury Rate Locks Member December 2008 Treasury Lock Member USD ($)		Dec. 31, 2013 Derivatives Designated as Hedging Instruments - Cash Flow Treasury Rate Locks Member December 2008 Treasury Lock Member USD ($)		Dec. 31, 2008 Derivatives Designated as Hedging Instruments - Cash Flow Treasury Rate Locks Member February 2008 Treasury Lock Member USD ($)	Dec. 31, 2013 Derivatives Designated as Hedging Instruments - Cash Flow Treasury Rate Locks Member February 2008 Treasury Lock Member USD ($)		Dec. 31, 2014 Derivatives Designated as Hedging Instruments - Cash Flow Treasury Rate Locks Member Total Treasury Locks Member USD ($)		Dec. 31, 2013 Derivatives Designated as Hedging Instruments - Cash Flow Treasury Rate Locks Member Total Treasury Locks Member USD ($)		Dec. 31, 2014 Derivatives Designated as Hedging Instruments - Fair Value Interest Rate Swap [Member] USD ($)		Dec. 31, 2013 Derivatives Designated as Hedging Instruments - Fair Value Interest Rate Swap [Member] USD ($)		Dec. 31, 2014 Derivatives Designated as Hedging Instruments - Fair Value Interest Rate Swap [Member] September 2009 400 Million Dollar Swap USD ($)	Dec. 31, 2014 Derivatives Designated as Hedging Instruments - Fair Value Interest Rate Swap [Member] July 2013 475 Million Dollar Swap [Member] USD ($)	Dec. 31, 2014 Designated as Hedging Instrument [Member] USD ($)		Dec. 31, 2013 Designated as Hedging Instrument [Member] USD ($)		Dec. 31, 2012 Designated as Hedging Instrument [Member] USD ($)		Dec. 31, 2014 Designated as Hedging Instrument [Member] Net Investment Hedging [Member] USD ($)		Dec. 31, 2014 Designated as Hedging Instrument [Member] Forecasted Purchases USD ($)		Dec. 31, 2013 Designated as Hedging Instrument [Member] Forecasted Purchases USD ($)		Dec. 31, 2012 Designated as Hedging Instrument [Member] Forecasted Purchases USD ($)		Dec. 31, 2012 Designated as Hedging Instrument [Member] Total Treasury Locks Member USD ($)		Dec. 31, 2014 Euro Denominated Long-term 1.50% Notes Due 2020 [Member] USD ($)		Dec. 31, 2014 Euro Denominated Long-term 1.50% Notes Due 2020 [Member] EUR (€)	Dec. 31, 2014 Euro Denominated Long-term 1.625% Notes Due 2025 [Member] [Member] USD ($)		Dec. 31, 2014 Euro Denominated Long-term 1.625% Notes Due 2025 [Member] [Member] EUR (€)
Derivative [Line Items]
Senior Notes																																																																																				$ 722,000,000	[1],[2]		$ 599,000,000	[1],[2]
Derivatives used in Net Investment Hedge, Increase (Decrease), Gross of Tax				125,000,000
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net																																																																				1,000,000
Notional Amount of Derivatives	3,302,000,000	3,077,000,000							500,000,000																										2,427,000,000		2,197,000,000		5,000,000																							875,000,000		875,000,000				875,000,000		880,000,000
Derivative Liabilities	13,000,000	14,000,000																																	13,000,000	[3]	14,000,000	[3]
Derivatives Assets	19,000,000	26,000,000																																	5,000,000	[3]	4,000,000	[3]																								14,000,000	[4]	22,000,000	[4]			14,000,000		22,000,000
Debt Instrument Face Amount					500,000,000	[5]	500,000,000	[5]	600,000,000	[5]	500,000,000	[5]																																																		875,000,000				400,000,000	475,000,000																			600,000,000			500,000,000
Debt Instrument Interest Rate Stated Percentage					2.20%		3.00%		4.50%		4.625%																																																							3.25%	1.25%																	1.50%		1.50%	1.625%		1.625%
Deferred Gain (Loss) on Hedge, Gross																																									(1,000,000)	[6]	(2,000,000)	[6]		(8,000,000)	[6]	(9,000,000)	[6]		8,000,000	[6]	10,000,000	[6]		(1,000,000)	[6]	(1,000,000)	[6]	(2,000,000)	[6]
Payments for Hedge, Financing Activities																																								(2,000,000)					(11,000,000)										(7,000,000)
Amount of Pre-Tax Gain (Loss) Recognized in Earnings															(71,000,000)	[7]	(55,000,000)	[7]	28,000,000	[7]	(4,000,000)	[7]	(2,000,000)	[7]	(9,000,000)	[7]	(1,000,000)	[7]	(69,000,000)	[7]	(46,000,000)	[7]	33,000,000	[7]
Gain (Loss) Recognized in AOCI, Before Tax	4,000,000	1,000,000	(1,000,000)																																																																	(5,000,000)	[8]	1,000,000	[8]	(1,000,000)	[8]	(6,000,000)	[8]	1,000,000	[8]	1,000,000	[8]	1,000,000	[8]	(2,000,000)	[8]
Derivative Instruments, Tax Impact of Net Change in AOCI																																																												1,000,000	[6]							2,000,000	[8]			1,000,000	[8]
Derivative Instruments, Gain (Loss) Recognized in AOCI Net of Tax																																																																				(3,000,000)	[8]	1,000,000	[8]
Net Change in AOCI	3,000,000	1,000,000
Original Deferred Gain on Settlement of Derivative Instruments - Gross																																																		16,000,000
Derivative Instruments Gain Loss Recognized In Other Comprehensive Income Effective Portion Net Of Tax																																																										(1,000,000)	[6]	(1,000,000)	[6]
Amortization of Deferred Hedge Gains													$ 4,000,000	$ 15,000,000

[1] (e)During 2014, Praxair issued the following Euro-denominated notes totaling €1.1 billion: €600 million of 1.50% Euro-denominated notes due 2020 and €500 million of 1.625% Euro-denominated notes due 2025. These debt issuances have been designated as a hedges of the net investment position in European operations where the Euro is the functional currency (see Note 12). The proceeds of this debt issuance were used for general corporate purposes, including acquisitions, repayment of debt and share repurchases under the company's share repurchase program. Since the time the Euro-denominated notes were first issued in March 2014 through December 31, 2014, exchange rate movements have reduced long-term debt by $125 million.

[2] (c)Amounts are net of unamortized discounts.

[3] Assets are recorded in prepaid and other current assets, and liabilities are recorded in other current liabilities.

[4] Assets are recorded in other current and other long term assets.

[5] 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.

[6] 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 of the company’s consolidated statements of income and AOCI for current period gain (loss) recognition.

[7] 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.

[8] 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 condensed consolidated statements of comprehensive income. The gains (losses) on forecasted purchases and 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 2014 or 2013. The gains (losses) on net investment hedges are reclassified to earnings only when the related currency translation adjustments are required to be reclassified, usually upon sale or liquidation of the investment. The gains (losses) for interest rate contracts are reclassified to earnings as interest expense –net on a straight-line basis over the remaining maturity of the underlying debt. Net losses of less than $1 million are expected to be reclassified to earnings during 2015.

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Consolidated Statements of Equity (USD $) In Millions, except Share data, unless otherwise specified	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss) (Note 7)	Treasury Stock	Praxair, Inc. Shareholders’ Equity	Noncontrolling Interests	Total Equity
Beginning Balance at Dec. 31, 2011	$ 5,797	$ 4	$ 3,809	$ 8,510	$ (1,746)	$ (5,089)	$ 5,488	$ 309
Treasury stock, shares (in shares) at Dec. 31, 2011						84,324,000
Beginning Balance (in shares) at Dec. 31, 2011		382,854,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	1,744			1,692			1,692	34	1,726
Other Comprehensive Income (Loss), Net of Tax	(104)				(106)		(106)	2
Dividends and other capital reductions	(48)							(48)
Additions (Reductions)	44							44
Reclassification to redeemable noncontrolling interests (Note 14)	16							16
Redemption value adjustments (Note 14)	(13)			(13)			(13)
Dividends to Praxair, Inc common stock	(655)			(655)			(655)
Issuances of common stock:
Stock issued during period dividend reinvestment and employee stock purchase plan (in shares)		66,000
Stock issued during period dividend reinvestment and employee stock purchase plan	7		7				7
Stock issued during period employee savings and incentive plans (in shares)		153,000				(3,298,000)
Stock issued during period employee savings and incentive plans	148		(60)			208	148
Purchases of common stock (in shares)						5,818,000
Purchases of common stock	(630)					(630)	(630)
Tax benefit from stock options	63		63				63
Share-based compensation	70		70				70
Ending Balance at Dec. 31, 2012	6,421	4	3,889	9,534	(1,852)	(5,511)	6,064	357
Treasury stock, shares (in shares) at Dec. 31, 2012						86,844,000
Ending Balance (in shares) at Dec. 31, 2012		383,073,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	1,836			1,755			1,755	57	1,812
Other Comprehensive Income (Loss), Net of Tax	(123)				(129)		(129)	6
Dividends and other capital reductions	(41)							(41)
Additions (Reductions)	15							15
Redemption value adjustments (Note 14)	(53)			(53)			(53)
Dividends to Praxair, Inc common stock	(708)			(708)			(708)
Issuances of common stock:
Stock issued during period dividend reinvestment and employee stock purchase plan (in shares)		47,000				(14,000)
Stock issued during period dividend reinvestment and employee stock purchase plan	7		5			2	7
Stock issued during period employee savings and incentive plans (in shares)		111,000				(2,767,000)
Stock issued during period employee savings and incentive plans	139		(41)			180	139
Purchases of common stock (in shares)						5,034,000
Purchases of common stock	(583)					(583)	(583)
Tax benefit from stock options	47		47				47
Share-based compensation	70		70				70
Ending Balance at Dec. 31, 2013	7,003	4	3,970	10,528	(1,981)	(5,912)	6,609	394
Treasury stock, shares (in shares) at Dec. 31, 2013	89,096,761					89,097,000
Ending Balance (in shares) at Dec. 31, 2013		383,231,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	1,746			1,694			1,694	40	1,734
Other Comprehensive Income (Loss), Net of Tax	(1,233)				(1,204)		(1,204)	(29)
Dividends and other capital reductions	(28)							(28)
Purchases of noncontrolling interests	(22)		(24)				(24)	2
Additions (Reductions)	8							8
Redemption value adjustments (Note 14)	(2)			(2)			(2)
Dividends to Praxair, Inc common stock	(759)			(759)			(759)
Issuances of common stock:
Stock issued during period dividend reinvestment and employee stock purchase plan (in shares)						(56,000)
Stock issued during period dividend reinvestment and employee stock purchase plan	7					7	7
Stock issued during period employee savings and incentive plans (in shares)						(1,830,000)
Stock issued during period employee savings and incentive plans	86		(36)			122	86
Purchases of common stock (in shares)						6,758,000
Purchases of common stock	(868)					(868)	(868)
Tax benefit from stock options	33		33				33
Share-based compensation	51		51				51
Ending Balance at Dec. 31, 2014	$ 6,010	$ 4	$ 3,994	$ 11,461	$ (3,185)	$ (6,651)	$ 5,623	$ 387
Treasury stock, shares (in shares) at Dec. 31, 2014	93,969,017					93,969,000
Ending Balance (in shares) at Dec. 31, 2014		383,231,000

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Consolidated Statements of Comprehensive Income (Loss) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
NET INCOME (INCLUDING NONCONTROLLING INTERESTS)	$ 1,746	$ 1,836	$ 1,744
Translation adjustments:
Foreign currency translation adjustments	(1,087)	(474)	(13)
Reclassifications to Net Income	(5)
Income Taxes	(4)	27	17
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax	(1,096)	(447)	4
Funded status - retirement obligations (Note 16):
Retirement program remeasurements	(318)	408	(228)
Reclassifications to net income	59	95	71
Income taxes	95	(180)	49
Funded status - retirement obligations	(164)	323	(108)
Derivative instruments (Note 12):
Current year unrealized gain (loss)	4	1	(1)
Income taxes	(1)		1
Derivative instruments	3	1
Other Comprehensive Income (Loss) Including Portion Attributable to Redeemable Non-Controlling Interest, Net of Tax	(1,257)	(123)	(104)
COMPREHENSIVE INCOME (INCLUDING NONCONTROLLING INTERESTS)	489	1,713	1,640
Less: noncontrolling interests	1	(76)	(54)
COMPREHENSIVE INCOME - PRAXAIR, INC.	$ 490	$ 1,637	$ 1,586

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Goodwill

12 Months Ended

Dec. 31, 2014

Goodwill [Abstract]

Goodwill

NOTE 9. GOODWILL

Changes in the carrying amount of goodwill for the years ended December 31, 2014 and 2013 were as follows:

(Millions of dollars)	North America			South America			Europe			Asia			Surface Technologies			Total
Balance, December 31, 2012	$	1,499		$	195		$	645		$	25		$	143		$	2,507
Acquisitions (Note 3)	625			—			94			—			—			719
Purchase adjustments & other	3			—			—			—			—			3
Foreign currency translation	(10		)	(29		)	4			(1		)	1			(35		)
Balance, December 31, 2013	$	2,117		$	166		$	743		$	24		$	144		$	3,194
Acquisitions (Note 3)	47			4			17			14			4			86
Purchase adjustments & other	1			—			(6		)	—			5			—
Foreign currency translation	(26		)	(23		)	(100		)	—			(10		)	(159		)
Balance, December 31, 2014	$	2,139		$	147		$	654		$	38		$	143		$	3,121

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 2014 test Praxair applied the FASB's updated 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. Based on the qualitative assessments performed, 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 December 31, 2014.

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Document and Entity Information (USD $) In Billions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Jan. 31, 2015	Jun. 30, 2014
Document and Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	FY
Trading Symbol	PX
Entity Registrant Name	PRAXAIR INC
Entity Central Index Key	0000884905
Entity Well-known Seasoned Issuer	Yes
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		288,789,175
Entity Public Float			$ 39

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Other Intangible Assets

12 Months Ended

Dec. 31, 2014

Other Intangible Assets [Abstract]

Other Intangible Assets

NOTE 10. OTHER INTANGIBLE ASSETS

The following is a summary of Praxair’s other intangible assets at December 31, 2014 and 2013:

(Millions of dollars) For the year ended December 31, 2014	Customer & License/Use Agreements			Non-compete Agreements			Patents & Other			Total
Cost:
Balance, December 31, 2013	$	661		$	31		$	43		$	735
Additions (primarily acquisitions)	54			12			—			66
Foreign currency translation	(22		)	(1		)	(1		)	(24		)
Other *	—			(5		)	5			—
Balance, December 31, 2014	693			37			47			777
Less: accumulated amortization:
Balance, December 31, 2013	(118		)	(16		)	(5		)	(139		)
Amortization expense	(36		)	(7		)	(4		)	(47		)
Foreign currency translation	7			—			—			7
Other *	—			5			—			5
Balance, December 31, 2014	(147		)	(18		)	(9		)	(174		)
Net balance at December 31, 2014	$	546		$	19		$	38		$	603
(Millions of dollars) For the year ended December 31, 2013	Customer & License/Use Agreements			Non-compete Agreements			Patents & Other			Total
Cost:
Balance, December 31, 2012	$	232		$	37		$	20		$	289
Additions (primarily acquisitions)	433			4			30			467
Foreign currency translation	3			—			—			3
Other *	(7		)	(10		)	(7		)	(24		)
Balance, December 31, 2013	661			31			43			735
Less: accumulated amortization:
Balance, December 31, 2012	(89		)	(20		)	(7		)	(116		)
Amortization expense	(32		)	(6		)	(3		)	(41		)
Foreign currency translation	(1		)	—			—			(1		)
Other *	4			10			5			19
Balance, December 31, 2013	(118		)	(16		)	(5		)	(139		)
Net balance at December 31, 2013	$	543		$	15		$	38		$	596

________________________

* Other primarily relates to the write-off of fully amortized assets, purchase accounting adjustments and reclassifications.

There are no expected residual values related to these intangible assets. Amortization expense for the years ended December 31, 2014, 2013 and 2012 was $47 million, $41 million and $21 million, respectively. The remaining weighted-average amortization period for intangible assets is approximately 18 years.

Total estimated annual amortization expense is as follows:

(Millions of dollars)
2015	$	49
2016	48
2017	42
2018	37
2019	37
Thereafter	390
	$	603

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Retirement Programs (Pension Plan Asset Allocations) (Details)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
U.S. Pension Plans [Member] | Equity Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Target Asset Allocation Range - Minimum	50.00%
Target Asset Allocation Range - Maximum	70.00%
Weighted Average Asset Allocation	65.00%	70.00%
U.S. Pension Plans [Member] | Fixed Income Investments [Member]
Defined Benefit Plan Disclosure [Line Items]
Target Asset Allocation Range - Minimum	20.00%
Target Asset Allocation Range - Maximum	40.00%
Weighted Average Asset Allocation	28.00%	30.00%
U.S. Pension Plans [Member] | Other Investment [Member]
Defined Benefit Plan Disclosure [Line Items]
Target Asset Allocation Range - Minimum	2.00%
Target Asset Allocation Range - Maximum	10.00%
Weighted Average Asset Allocation	7.00%
International Pension Plans Defined Benefit | Equity Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Target Asset Allocation Range - Minimum	30.00%
Target Asset Allocation Range - Maximum	50.00%
Weighted Average Asset Allocation	49.00%	48.00%
International Pension Plans Defined Benefit | Fixed Income Investments [Member]
Defined Benefit Plan Disclosure [Line Items]
Target Asset Allocation Range - Minimum	40.00%
Target Asset Allocation Range - Maximum	60.00%
Weighted Average Asset Allocation	42.00%	43.00%
International Pension Plans Defined Benefit | Other Investment [Member]
Defined Benefit Plan Disclosure [Line Items]
Target Asset Allocation Range - Minimum	0.00%
Target Asset Allocation Range - Maximum	10.00%
Weighted Average Asset Allocation	9.00%	9.00%

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Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Dec. 31, 2014		Dec. 31, 2013
Assets
Cash and cash equivalents	$ 126		$ 138
Accounts receivable – net	1,796		1,892
Inventories	551	[1]	506	[1]
Prepaid and other current assets	366		380
Total Current Assets	2,839		2,916
Property, plant and equipment – net	11,997	[2]	12,278	[2]
Equity investments	693		702
Goodwill	3,121		3,194
Other intangible assets – net	603		596
Other long-term assets	549		569
Total Assets	19,802	[3]	20,255	[3]
Liabilities and Equity
Accounts payable	864		921
Short-term debt	587		782
Current portion of long-term debt	2		3
Accrued taxes	119		168
Other current liabilities	918		790
Total Current Liabilities	2,490		2,664
Long-term debt	8,669		8,026
Other long-term liabilities	1,176		859
Deferred credits	1,281		1,396
Total Liabilities	13,616		12,945
Commitments and contingencies (Note 17)
Redeemable noncontrolling interests	176		307
Praxair, Inc. Shareholders’ Equity:
Common stock $0.01 par value, authorized – 800,000,000 shares, issued 2014 and 2013 – 383,230,625 shares	4		4
Additional paid-in capital	3,994		3,970
Retained earnings	11,461		10,528
Accumulated other comprehensive income (loss)	(3,185)		(1,981)
Less: Treasury stock, at cost (2014 – 93,969,017 shares and 2013 – 89,096,761 shares)	(6,651)		(5,912)
Total Praxair, Inc. Shareholders’ Equity	5,623		6,609
Noncontrolling interests	387		394
Total Equity	6,010		7,003
Total Liabilities and Equity	$ 19,802		$ 20,255

[1] Effective July 1, 2014, Praxair changed its method of accounting for all remaining U.S. operations that were using the last-in, first-out ("LIFO") method to the average-cost method, primarily raw materials. Prior to this change, approximately 6% of consolidated inventories were accounted for under the LIFO method. Praxair applied this change as a cumulative effect adjustment in the third quarter 2014 and did not restate prior periods because the impact was not material. The accounting change increased inventories by $9 million at July 1, 2014. The Company believes the change is preferable because it will better reflect the impact of current costs in both the consolidated balance sheets and consolidated statements of income. Had the Company not changed its accounting method, reported inventory amounts at December 31, 2014 would not have been significantly different than the amount disclosed above at July 1, 2014.At December 31, 2013, approximately 6% of total inventories were valued using the LIFO method, all in the United States. If inventories had been valued at current costs, they would have been approximately $9 million higher than reported at December 31, 2013.

[2] (c)Long-lived assets include property, plant and equipment – net.

[3] (b)Includes equity investments as of December 31, as follows:(Millions of dollars)2014 2013 2012North America$132 $128 $135Europe 207 218 199Asia 354 356 320 $693 $702 $654Changes primarily relate to equity investment earnings, dividends and currency impacts.

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Leases

12 Months Ended

Dec. 31, 2014

Leases [Abstract]

Leases

NOTE 4. LEASES

In the normal course of its business, Praxair enters into various leases as the lessee, primarily involving manufacturing and distribution equipment and office space. Total lease and rental expenses under operating leases were $148 million in 2014, $140 million in 2013 and $120 million in 2012. Capital leases are not significant and are included in property, plant and equipment – net. Related obligations are included in debt.

At December 31, 2014, minimum payments due under operating leases are as follows:

(Millions of dollars)
2015	$	122
2016	109
2017	91
2018	75
2019	60
Thereafter	60
	$	517

The present value of these future lease payments under operating leases is approximately $439 million.

Praxair’s leases where it is the lessor are not material.

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Acquisitions

12 Months Ended

Dec. 31, 2014

Acquistions [Abstract]

Acquisitions

NOTE 3. ACQUISITIONS

The results of operations of these businesses have been included in Praxair’s consolidated statements of income since their respective dates of acquisition. Proforma financial statements for the following acquisitions have not been provided as the acquisitions are not material individually or in the aggregate.

2014 Acquisitions

During the year-ended December 31, 2014 Praxair had acquisitions totaling $206 million. These acquisitions consisted primarily of an industrial gases business in Italy, packaged gas businesses in North and South America and an acquisition of a controlling interest of an equity investment in Asia. These transactions resulted in goodwill and other intangible assets of $86 million and $66 million, respectively (see Note 9 and Note 10). In each case, the allocation of the purchase price is based on preliminary estimates and assumptions, and are subject to revision based on final information received, including appraisals and other analyses that support the underlying estimates. Adjustments, if any, are not expected to be material.

2013 Acquisitions

NuCO₂ 

On March 1, 2013 Praxair acquired 100% of NuCO₂ Inc. ("NuCO₂") for $1,095 million. NuCO₂ is the leading national provider of beverage carbonation solutions in the United States to the restaurant and hospitality industries with 162,000 customer locations and 900 employees, and with 2012 sales of approximately $230 million. The NuCO₂ micro-bulk beverage carbonation solution is the service model of choice for quick service restaurants and convenience stores offering fountain beverages and represents an extension of Praxair's core industrial gas business.

The acquisition of NuCO₂ was accounted for as a business combination. Following the acquisition date, 100% of NuCO₂'s results were consolidated in the North America business segment. Praxair's 2013 consolidated income statement includes sales of $208 million related to NuCO₂. Pro forma results for 2013 and 2012 have not been included as the impact of the acquisition is not material to the consolidated statements of income.

The following table summarizes the fair value of identifiable assets acquired and liabilities assumed in the acquisition of NuCO₂ as of the acquisition date. Purchase accounting has been finalized and adjustments made subsequent to the acquisition date were not material.

(Millions of dollars)	March 1, 2013
Trade receivables, net	$	17
Property, plant and equipment	199
Intangible assets	374
Deferred income taxes	(85		)
Other assets and (liabilities)	(28		)
Goodwill	618
Purchase price	$	1,095

The identifiable intangible assets primarily consist of customer relationships that will be amortized over their estimated useful life of 25 years. The deferred income taxes relate primarily to property, plant and equipment, intangibles and operating loss carryforwards. The goodwill resulting from the acquisition is attributable to (i) expected growth from market penetration into the quick service restaurants, convenience stores and themed restaurant chains in the United States and select international markets as we leverage Praxair's customer and distribution networks worldwide, and (ii) cost synergies related to the procurement of raw materials, distribution-related expenses and administrative costs as Praxair integrates and rationalizes administration tasks and leverages its purchasing scale. The goodwill is not expected to be deductible for income tax purposes.

Other Acquisitions

On May 29, 2013 Praxair acquired Dominion Technology Gases Investment Limited (“Dominion”), a leading global supplier of diving, welding, industrial, laboratory and calibration gases and associated equipment to the offshore oil and gas industry based in Aberdeen, Scotland. Dominion provides products and services to the expanding global offshore oil and gas market.

On June 3, 2013 Praxair acquired Volgograd Oxygen Factory (“VOF”), the largest independent industrial gas business in southern Russia, expanding Praxair's production and distribution capabilities in the Volgograd region. Additionally, during 2013, Praxair acquired several smaller independent packaged gas distributors in the United States, an industrial gas business in Italy and a customer contract with operating assets in China.

The aggregate purchase price for these acquisitions was $228 million and resulted in the recognition of $194 million of intangible assets, including $101 million of goodwill and $93 million of other intangible assets, which will be amortized over their estimated useful life.

2012 Acquisitions

In November 2012, Praxair acquired Acetylene Oxygen Company ("AOC"), one of the top ten independent gas and welding products distributors in the U.S, which operates throughout central and southern Texas. The acquisition of AOC allows Praxair to further expand its packaged gases presence in this region. Also, during the twelve months ended December 31, 2012, Praxair completed a number of other smaller acquisitions, primarily North American packaged gas distributors, including PortaGas, located in Houston, Texas. The aggregate purchase price for all seventeen acquisitions was $280 million, and resulted in recognition of $122 million of goodwill.

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Share-Based Compensation

12 Months Ended

Dec. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-Based Compensation

NOTE 15. SHARE-BASED COMPENSATION

Share-based compensation expense was $51 million in 2014, and $70 million in each of 2013 and 2012. The related income tax benefit recognized was $14 million in 2014, and $21 million in each of 2013 and 2012. The share-based compensation expense was primarily recorded in selling, general and administrative expenses and no share-based compensation expense was capitalized.

Summary of Plans

The 2009 Praxair, Inc. Long-Term Incentive Plan was initially adopted by the board of directors and shareholders of the company on April 28, 2009 and was amended and restated in its entirety by the board and shareholders on April 22, 2014 ("the 2009 Plan"). Prior to April 28, 2009, equity awards were granted under the 2002 Praxair, Inc. Long-Term Incentive Plan and the company’s ability to make further equity awards under that plan ended with its adoption of the 2009 Plan. The 2009 Plan permits awards of stock options, stock appreciation rights, restricted stock and restricted stock units, performance-based stock units and other equity awards to eligible officer and non-officer employees and non-employee directors of the company and its affiliates. Under the 2009 Plan, as amended and restated in 2014, the aggregate number of shares available for option and other equity grants is 8,000,000 shares, of which up to 2,600,000 shares may be granted as awards other than options or stock appreciation rights. The 2009 Plan also provides calendar year per-participant limits on grants of stock options and stock appreciation rights and on other types of awards intended to qualify as Performance-Based Compensation under Section 162(m) of the Internal Revenue Code. As of December 31, 2014, 7,982,085 shares remained available for equity grants under the 2009 Plan.

In 2005, the board of directors and shareholders of the company adopted the 2005 Equity Compensation Plan for Non-Employee Directors of Praxair, Inc. ("the 2005 Plan"). Under the 2005 Plan, the aggregate number of shares available for option and other equity grants was limited to a total of 500,000 shares. The 2005 Plan expired on April 30, 2010, by its own terms, and no shares were available for grant thereafter.

Exercise prices for options granted under the 2009 Plan may not be less than the closing market price of the company’s common stock on the date of grant and granted options may not be re-priced or exchanged without shareholder approval. Options granted under the 2009 Plan subject only to time vesting requirements may become partially exercisable after a minimum of one year after the date of grant but may not become fully exercisable until at least three years have elapsed from the date of grant, and all options have a maximum duration of ten years. Options granted under predecessor plans had similar terms.

The company has the ability to repurchase shares on the open market to satisfy share option exercises and issues shares from treasury stock upon the exercise of certain stock options.

Stock Option Fair Value

The company utilizes the Black-Scholes Options-Pricing Model to determine the fair value of stock options consistent with that used for pro forma disclosures in prior years. Management is required to make certain assumptions with respect to selected model inputs, including anticipated changes in the underlying stock price (i.e., expected volatility) and option exercise activity (i.e., expected life). Expected volatility is based on the historical volatility of the company’s stock over the most recent period commensurate with the estimated expected life of the company’s stock options and other factors. The expected life of options granted, which represents the period of time that the options are expected to be outstanding, is based primarily on historical exercise experience. The expected dividend yield is based on the company’s most recent history and expectation of dividend payouts. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for a period commensurate with the estimated expected life. If factors change and result in different assumptions in future periods, the stock option expense that the company records for future grants may differ significantly from what the company has recorded in the current period.

The weighted-average fair value of options granted during 2014 was $14.62 per option ($16.31 in 2013 and $17.43 in 2012) based on the Black-Scholes Options-Pricing model. The following weighted-average assumptions were used for grants in 2014, 2013 and 2012:

Year Ended December 31,	2014		2013		2012
Dividend yield	2.0	%	2.2	%	2.0	%
Volatility	15.2	%	21.7	%	22.5	%
Risk-free interest rate	1.57	%	0.76	%	0.86	%
Expected term years	5		5		5

The following table summarizes option activity under the plans for 2014 (averages are calculated on a weighted basis; life in years; intrinsic value expressed in millions):

Activity	Number  of Options (000’s)		Average Exercise Price		Average Remaining Life	Aggregate Intrinsic Value
Outstanding at January 1, 2014	11,161		$	81.42
Granted	1,293		128.80
Exercised	(1,380	)	63.39
Cancelled or expired	(93	)	110.68
Outstanding at December 31, 2014	10,981		$	89.02	5.3	$	445
Exercisable at December 31, 2014	8,400		$	79.74	4.3	$	418

The aggregate intrinsic value represents the difference between the company’s closing stock price of $129.56 as of December 31, 2014 and the exercise price multiplied by the number of options outstanding as of that date. The total intrinsic value of stock options exercised during 2014 was $93 million ($143 million and $165 million for 2013 and 2012, respectively).

Cash received from option exercises under all share-based payment arrangements for 2014 was $88 million . The cash tax benefit realized from all share-based compensation totaled $48 million for 2014, of which $31 million in excess tax benefits was classified as financing cash flows.

As of December 31, 2014, $18 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

In 2014, the company granted performance-based stock awards under the 2009 Plans to senior level executives of 328,082 shares that vest, subject to the attainment of pre-established minimum performance criteria, principally on the third anniversary of their date of grant. The actual number of shares issued in settlement of a vested award can range from zero to 200 percent of the target number of shares granted based upon the company’s attainment of specified performance targets at the end of a three-year period. Compensation expense related to these awards is recognized over the three-year performance period based on the fair value of the closing market price of the company’s common stock on the date of the grant and the estimated performance that will be achieved. Compensation expense will be adjusted during the three-year performance period based upon the estimated performance levels that will be achieved.

There were 94,988 restricted stock units granted to employees during 2014. In addition, the company had previously granted restricted stock to certain key employees that vest after a designated service period ranging from 2 to 10 years. Generally, restricted stock does not earn quarterly dividends while vesting. Compensation expense related to the restricted stock units and restricted stock is recognized on a straight-line basis over the vesting period.

The weighted-average fair value of performance-based stock units granted during 2014 was $121.16 per unit ($103.46 in 2013 and $103.13 in 2012). The weighted-average fair value of restricted stock units granted during 2014 was $122.55 per unit ($105.79 in 2013 and $104.71 in 2012). This is based on the closing market price of the company’s common stock on the grant date adjusted for dividends that will not be paid during the vesting period.

The following table summarizes non-vested performance-based and restricted stock award activity as of December 31, 2014 and changes during the period then ended (shares based on target amounts, averages are calculated on a weighted basis):

	Performance-Based				Restricted Stock
Performance-Based and Restricted Stock Activity	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, 2014	867		$	99.55	337		$	100.41
Granted (a)	328		121.16		95		122.55
Vested	(338	)	92.06		(109	)	96.02
Cancelled	(24	)	110.27		(16	)	104.61
Non-vested at December 31, 2014	833		$	109.09	307		$	106.63

(a) Performance-based stock unit ("PSU") grants during 2014 include 49 thousand shares relating to the actual payout of the 2011 PSU grants in 2014.

As of December 31, 2014, based on current estimates of future performance, $32 million of unrecognized compensation cost related to performance-based awards and $14 million of unrecognized compensation cost related to the restricted stock awards is expected to be recognized on a straight-line basis primarily through the first quarter of 2017.

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Debt

12 Months Ended

Dec. 31, 2014

Debt Disclosure [Abstract]

Debt

NOTE 11. DEBT

The following is a summary of Praxair’s outstanding debt at December 31, 2014 and 2013:

(Millions of dollars)	2014			2013
Short-term
Commercial paper and U.S. bank borrowings	$	514		$	712
Other bank borrowings (primarily international)	73			70
Total short-term debt	587			782
Long-term
U.S. borrowings
4.375% Notes due 2014 (a)	—			300
4.625% Notes due 2015 (b)	500			500
3.25% Notes due 2015 (b, d)	408			418
0.75% Notes due 2016	400			400
5.375% Notes due 2016 (a)	—			400
5.20% Notes due 2017	325			325
1.05% Notes due 2017	400			400
1.20% Notes due 2018	500			500
1.25% Notes due 2018 (c, d)	481			478
4.50% Notes due 2019 (c)	599			598
1.90% Notes due 2019	500			500
1.50% Euro denominated notes due 2020 (c, e)	722			—
4.05% Notes due 2021 (c)	499			498
3.00% Notes due 2021 (c)	497			497
2.45% Notes due 2022 (c)	598			598
2.20% Notes due 2022 (c)	499			499
2.70% Notes due 2023 (c)	499			498
1.625% Euro denominated notes due 2025 (c, e)	599			—
3.55% Notes due 2042 (c)	466			466
Other	4			5
International bank borrowings	167			140
Obligations under capital lease	8			9
	8,671			8,029
Less: current portion of long-term debt	(2		)	(3		)
Total long-term debt	8,669			8,026
Total debt	$	9,258		$	8,811

________________________

(a) In March 2014, Praxair repaid $300 million of 4.375% notes that became due. In December of 2014, Praxair redeemed $400 million of 5.375% notes due November 2016 for $434 million resulting in an $36 million bond redemption charge (see Note 7).

(b) Classified as long-term because of the Company’s intent to refinance this debt on a long-term basis and the availability of such financing under the terms of an existing $2.5 billion long-term credit facility.

(c) Amounts are net of unamortized discounts.

(d) December 31, 2014 and 2013 include a $14 million and $22 million fair value increase, respectively, related to hedge accounting. See Note 12 for additional information.

(e) During 2014, Praxair issued the following Euro-denominated notes totaling €1.1 billion: €600 million of 1.50% Euro-denominated notes due 2020 and €500 million of 1.625% Euro-denominated notes due 2025. These debt issuances have been designated as a hedges of the net investment position in European operations where the Euro is the functional currency (see Note 12). The proceeds of this debt issuance were used for general corporate purposes, including acquisitions, repayment of debt and share repurchases under the company's share repurchase program. Since the time the Euro-denominated notes were first issued in March 2014 through December 31, 2014, exchange rate movements have reduced long-term debt by $125 million.

On February 5, 2015, Praxair issued $150 million of floating rate notes that bear interest at the Federal funds effective rate plus 0.33% due 2017, $400 million of 2.65% fixed rate notes due 2025 and $200 million of 3.550% fixed rates notes due in 2042. The proceeds will be used for general corporate purposes, including the repayment of outstanding indebtedness.

Credit Facilities

At December 31, 2014, the company has the following major credit facility available for future borrowing:

Millions of dollars	Total Facility		Borrowings Outstanding		Available for Borrowing		Expires
Senior Unsecured	$	2,500	$	—	$	2,500	December 2019

In December 2014, the company entered into a $2.5 billion senior unsecured credit facility with a syndicate of major financial institutions. This facility replaced the company's $2.0 billion senior unsecured credit facility which was set to expire in 2016. The credit facility is non-cancellable by the issuing financial institutions until its maturity in December 2019. No borrowings were outstanding under the credit agreement at December 31, 2014.

Covenants

Praxair’s $2.5 billion senior unsecured credit facility and long-term debt agreements contain various covenants which may, among other things, restrict the ability of Praxair to merge with another entity, incur or guarantee debt, sell or transfer certain assets, create liens against assets, enter into sale and leaseback agreements, or pay dividends and make other distributions beyond certain limits. These agreements also require Praxair to not exceed a maximum 70% leverage ratio defined in the agreements as the ratio of consolidated total debt to the sum of consolidated total debt plus consolidated shareholders’ equity of the company. For purposes of the leverage ratio calculation, consolidated shareholders’ equity excludes changes in the cumulative foreign currency translation adjustments after June 30, 2011. At December 31, 2014, the actual leverage ratio, as calculated according to the agreement, was 54% and the company is in compliance with all financial covenants. Also, there are no material adverse change clauses or other subjective conditions that would restrict the company’s ability to borrow under the agreement.

Other Debt Information

As of December 31, 2014 and 2013, the weighted-average interest rate of short-term borrowings outstanding was 0.6% and 0.4%, respectively.

Expected maturities on long-term debt are as follows:

(Millions of dollars)
2015	$	2	*
2016	407
2017	775
2018	1,083
2019	2,008		*
Thereafter	4,396
	$	8,671

________________________

*    $908 million of debt due in 2015 has been reflected in 2019 maturities due to the company’s intent to refinance this debt on a long-term basis and the ability to do so under the $2.5 billion senior unsecured credit facility with a syndicate of banks which expires in 2019.

As of December 31, 2014, $9 million of Praxair’s assets (principally international fixed assets) were pledged as collateral for $8 million of long-term debt, including the current portion of long-term debt.

See Note 13 for the fair value information related to debt.

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Segments (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended												12 Months Ended
	Dec. 31, 2014		Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013		Sep. 30, 2013		Jun. 30, 2013	Mar. 31, 2013		Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Segment Reporting Information [Line Items]
Operating Profit (Loss)	$ 525	[1]	$ 711	$ 697	$ 675	$ 690		$ 670	[1]	$ 665	$ 600	[1]	$ 2,608	[1]	$ 2,625	[1]	$ 2,437
Venezuela currency devaluation and other charges (Note 2)													(138)		(32)		(65)
Sales	2,990		3,144	3,113	3,026	3,010		3,013		3,014	2,888		12,273	[2]	11,925	[2]	11,224	[2]
Segment Assets	19,802	[3]				20,255	[3]						19,802	[3]	20,255	[3]	18,090	[3]
Segment Depreciation and Amortization	291		301	293	285	287		281		275	266		1,170		1,109		1,001
Segment Capital Expenditures and Acquisitions													1,895		3,343		2,460
Equity investments	693					702							693		702		654
Atmospheric gases and related [Member]
Segment Reporting Information [Line Items]
Sales													8,623		8,451		8,104
Process gases and other [Member]
Segment Reporting Information [Line Items]
Sales													2,971		2,822		2,464
Surface Technologies Segment [Member]
Segment Reporting Information [Line Items]
Sales													679		652		656
North America Segment Member
Segment Reporting Information [Line Items]
Operating Profit (Loss)													1,580		1,538		1,465
Sales													6,436	[2]	6,164	[2]	5,598	[2]
Segment Assets	10,205	[3]				10,133	[3]						10,205	[3]	10,133	[3]	8,491	[3]
Segment Depreciation and Amortization													611		567		498
Segment Capital Expenditures and Acquisitions													837		2,106		1,303
Equity investments	132					128							132		128		135
South America Segment Member
Segment Reporting Information [Line Items]
Operating Profit (Loss)													449		467		429
Sales													1,993	[2]	2,042	[2]	2,082	[2]
Segment Assets	2,723	[3]				2,934	[3]						2,723	[3]	2,934	[3]	3,205	[3]
Segment Depreciation and Amortization													177		181		184
Segment Capital Expenditures and Acquisitions													373		284		351
Europe Segment Member
Segment Reporting Information [Line Items]
Operating Profit (Loss)													291		270		256
Sales													1,546	[2]	1,542	[2]	1,474	[2]
Segment Assets	3,000	[3]				3,408	[3]						3,000	[3]	3,408	[3]	2,957	[3]
Segment Depreciation and Amortization													168		169		149
Segment Capital Expenditures and Acquisitions													319		451		322
Equity investments	207					218							207		218		199
Asia Segment Member
Segment Reporting Information [Line Items]
Operating Profit (Loss)													303		271		246
Sales													1,619	[2]	1,525	[2]	1,414	[2]
Segment Assets	3,198	[3]				3,098	[3]						3,198	[3]	3,098	[3]	2,757	[3]
Segment Depreciation and Amortization													170		150		127
Segment Capital Expenditures and Acquisitions													310		459		431
Equity investments	354					356							354		356		320
Surface Technologies Segment [Member]
Segment Reporting Information [Line Items]
Operating Profit (Loss)													123		111		106
Sales													679	[2]	652	[2]	656	[2]
Segment Assets	676	[3]				682	[3]						676	[3]	682	[3]	680	[3]
Segment Depreciation and Amortization													44		42		43
Segment Capital Expenditures and Acquisitions													56		43		53
Total Segments
Segment Reporting Information [Line Items]
Operating Profit (Loss)													2,746		2,657		2,502
Venezuela currency devaluation and other charges (Note 2)													(138)		(32)		(65)
Total Impact Of Items [Member]
Segment Reporting Information [Line Items]
Operating Profit (Loss)													$ (138)		$ (32)

[1] 2014 and 2013 include the impact of the following benefits/(charges) (see Notes 2, 5 & 7):(Millions of dollars)OperatingProfit/(Loss) NetIncome/(Loss) Diluted Earnings Per ShareVenezuela currency devaluation - Q4$(131) $(131) $(0.45)Pension settlement charge - Q4(7) (5) (0.02)Bond redemption -Q4— (22) (0.07)Year 2014$(138) $(158) $(0.54) Venezuela currency devaluation – Q1$(23) $(23) $(0.08)Pension settlement charge – Q3(9) (6) (0.02)Income tax benefit - Q4— 24 0.08Bond redemption - Q4— (12) (0.04)Year 2013$(32) $(17) $(0.06)

[2] Sales reflect external sales only. Intersegment Sales, primarily from North America to other segments, were not material.

[3] (b)Includes equity investments as of December 31, as follows:(Millions of dollars)2014 2013 2012North America$132 $128 $135Europe 207 218 199Asia 354 356 320 $693 $702 $654Changes primarily relate to equity investment earnings, dividends and currency impacts.

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Supplemental Information

12 Months Ended

Dec. 31, 2014

Supplemental Information [Abstract]

Supplemental Information

NOTE 7. SUPPLEMENTAL INFORMATION

Income Statement

(Millions of dollars) Year Ended December 31,	2014		2013		2012
Selling, General and Administrative
Selling	$	572	$	567	$	547
General and administrative	736		782		723
	$	1,308	$	1,349	$	1,270

Year Ended December 31,	2014		2013		2012
Depreciation and Amortization
Depreciation	$	1,123	$	1,068	$	980
Amortization of other intangibles (Note 10)	47		41		21
	$	1,170	$	1,109	$	1,001

Year Ended December 31,	2014			2013			2012
Other Income (Expenses) – Net
Currency related net gains (losses)	$	1		$	3		$	(9	)
Partnership income	16			7			10
Net legal settlements	—			10			24
Severance expense	(22		)	(14		)	(17		)
Business divestitures and asset gains (losses) – net	36			43			49
Other – net	(22		)	(17		)	(14		)
	$	9		$	32		$	43

Year Ended December 31,	2014			2013			2012
Interest Expense – Net
Interest incurred on debt	$	215		$	233		$	226
Interest capitalized	(38		)	(69		)	(70		)
Amortization of swap termination costs (Note 12)	—			(4		)	(15		)
Bond redemption (a)	36			18			—
	$	213		$	178		$	141

Year Ended December 31,	2014		2013		2012
Income Attributable to Noncontrolling Interests
Noncontrolling interests' operations	$	40	$	41	$	34
Income tax benefit in Italy (Note 5)	—		16		—
Redeemable noncontrolling interests' operations (Note 14)	12		24		18
	$	52	$	81	$	52

Balance Sheet

(Millions of dollars) December 31,	2014			2013
Accounts Receivable
Trade	$	1,746		$	1,815
Other	152			175
	1,898			1,990
Less: allowance for doubtful accounts (b)	(102		)	(98		)
	$	1,796		$	1,892

December 31,	2014		2013
Inventories (c)
Raw materials and supplies	$	200	$	167
Work in process	52		58
Finished goods	299		281
	$	551	$	506

December 31,	2014		2013
Prepaid and Other Current Assets
Deferred income taxes (Note 5)	$	189	$	181
Prepaid (d)	116		145
Other	61		54
	$	366	$	380

December 31,	2014		2013
Other Long-term Assets
Pension assets (Note 16)	$	35	$	42
Insurance contracts (e)	73		73
Long-term receivables, net (f)	43		36
Deposits	64		62
Investments carried at cost	8		7
Deferred charges	114		133
Deferred income taxes (Note 5)	98		72
Other	114		144
	$	549	$	569

December 31,	2014		2013
Other Current Liabilities
Accrued expenses	$	296	$	291
Payroll	177		184
Cost reduction program (Note 2)	7		15
Pension and postretirement (Note 16)	39		33
Interest payable	69		62
Employee benefit accrual	22		20
Severance	14		13
Insurance reserves	9		11
Other	285		161
	$	918	$	790

December 31,	2014		2013
Other Long-term Liabilities
Pension and postretirement (Note 16)	$	777	$	498
Tax liabilities for uncertain tax positions	57		55
Interest and penalties for uncertain tax positions (Note 5)	8		12
Insurance reserves	23		22
Other	311		272
	$	1,176	$	859

December 31,	2014		2013
Deferred Credits
Deferred income taxes (Note 5)	$	1,198	$	1,205
Other	83		191
	$	1,281	$	1,396

December 31,	2014			2013
Accumulated Other Comprehensive Income (Loss)
Cumulative translation adjustment (includes $64 million and $60 million tax charges in 2014 and 2013, respectively)
North America (g)	$	(553	)	$	(315	)
South America (g)	(1,510		)	(1,179		)
Europe (g)	(432		)	(63		)
Asia	(49		)	21
Surface Technologies	(7		)	28
	(2,551		)	(1,508		)
Derivatives – net of taxes	(1		)	(4		)
Pension/OPEB funded status obligation (net of $342 million and $247 million tax benefits in 2014 and 2013, respectively) (Note 16)	(633		)	(469		)
	$	(3,185	)	$	(1,981	)

________________________

(a) In December 2014, Praxair redeemed $400 million of 5.375% notes due November 2016 for $434 million resulting in a $36 million charge ($22 million after-tax, or $0.07 per diluted share). In December 2013, Praxair redeemed $400 million of 5.25% notes due November 2014 for $418 million resulting in an $18 million charge ($12 million after-tax, or $0.04 per diluted share).

(b) Provisions to the allowance for doubtful accounts were $39 million, $38 million, and $29 million in 2014, 2013, and 2012, respectively. The allowance activity in each period related primarily to write-offs of uncollectible amounts, net of recoveries and currency movements.

(c) Effective July 1, 2014, Praxair changed its method of accounting for all remaining U.S. operations that were using the last-in, first-out ("LIFO") method to the average-cost method, primarily raw materials. Prior to this change, approximately 6% of consolidated inventories were accounted for under the LIFO method. Praxair applied this change as a cumulative effect adjustment in the third quarter 2014 and did not restate prior periods because the impact was not material. The accounting change increased inventories by $9 million at July 1, 2014. The Company believes the change is preferable because it will better reflect the impact of current costs in both the consolidated balance sheets and consolidated statements of income. Had the Company not changed its accounting method, reported inventory amounts at December 31, 2014 would not have been significantly different than the amount disclosed above at July 1, 2014.

At December 31, 2013, approximately 6% of total inventories were valued using the LIFO method, all in the United States. If inventories had been valued at current costs, they would have been approximately $9 million higher than reported at December 31, 2013.

(d) Includes estimated income tax payments of $36 million in 2014 and $75 million in 2013.

(e) Consists primarily of insurance contracts and other investments to be utilized for non-qualified pension and OPEB obligations.

(f) Financing receivables is not normal practice for the company. The balances at December 31, 2014 and 2013 are net of reserves of $48 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, the majority of which are fully reserved. Collectibility is reviewed regularly and uncollectible amounts are written-off as appropriate. The account balance change during 2014 was primarily the result of additional receivables, net of reserves.

(g) North America consists primarily of currency translation adjustments in Canada and Mexico, South America relates primarily to Brazil and Argentina, and Europe relates primarily to Spain and Germany.

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Supplemental Information (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended										12 Months Ended
	Dec. 31, 2014		Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013		Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012	Mar. 31, 2012
Accounts, Notes, Loans and Financing Receivable, Net, Current [Abstract]
Trade	$ 1,746					$ 1,815					$ 1,746		$ 1,815
Other Accounts Receivable	152					175					152		175
Accounts Receivable Gross Current Total	1,898					1,990					1,898		1,990
Less: allowance for doubtful accounts (a)	(102)	[1]				(98)	[1]				(102)	[1]	(98)	[1]
Accounts receivable – net	1,796					1,892					1,796		1,892
Provisions to the allowance for doubtful accounts											39		38		29
Deferred Revenue and Credits, Noncurrent [Abstract]
Deferred Income Tax Liabilities (Note 5)	1,198					1,205					1,198		1,205
Other	83					191					83		191
Deferred credits	1,281					1,396					1,281		1,396
Depreciation, Depletion and Amortization [Abstract]
Depreciation											1,123		1,068		980
Amortization of other intangibles (Note 10)											47		41		21
Depreciation and amortization	291		301	293	285	287		281	275	266	1,170		1,109		1,001
Interest and Debt Expense [Abstract]
Interest incurred on debt											215		233		226
Interest Capitalized											(38)		(69)		(70)
Amortization of swap termination costs (Note 12)													(4)		(15)
Bond redemption (a)											36	[2]	18	[2]
Interest expense – net											213		178		141
Inventory, Finished Goods and Work in Process, Gross [Abstract]
Raw materials and supplies	200	[3]				167	[3]				200	[3]	167	[3]
Work in process	52	[3]				58	[3]				52	[3]	58	[3]
Finished goods	299	[3]				281	[3]				299	[3]	281	[3]
Inventories	551	[3]				506	[3]				551	[3]	506	[3]
Percentage of LIFO Inventory	6.00%					6.00%					6.00%		6.00%
Operating Income (Loss)			9
Inventory LIFO Reserve						9							9
Noncontrolling Interest [Abstract]
NoncontrollingInterestsIncomeFromOperations											40		41		34
Income tax benefit attributable to noncontrolling interest													16
Net Income (Loss) Attributable to Redeemable Noncontrolling Interest											12		24		18
Net Income (Loss) Attributable to Noncontrolling Interest											52		81		52
Other Current Liabilities [Abstract]
Accrued expenses	296					291					296		291
Payrolls	177					184					177		184
Cost reduction program and other charges (Note 2)	7					15					7		15
Pension and postretirement (Note 16)	39					33					39		33
Interest payable	69					62					69		62
Employee benefit accrual	22					20					22		20
Severance	14					13					14		13
Insurance reserves	9					11					9		11
Other	285					161					285		161
Other current liabilities	918					790					918		790
Other Income Expense Net [Abstract]
Currency related net gains (losses)											1		3		(9)
Partnership income											16		7		10
Legal Settlement Gain													10		24
Net legal settlements																24
Severance expense											(22)		(14)		(17)
Business divestitures and asset gains (losses) – net											36		43		49
Other - net											(22)		(17)		(14)
Other income (expenses) – net											9		32		43
Other Long Term Liabilities [Abstract]
Pension and postretirement (Note 16)	777					498					777		498
Tax liabilities for uncertain tax positions	57					55					57		55
Interest and penalties for uncertain tax positions (Note 5)	8					12					8		12
Insurance reserves	23					22					23		22
Other Long Term Liabilites Other	311					272					311		272
Other long-term liabilities	1,176					859					1,176		859
Prepaid Expense and Other Assets, Current [Abstract]
Deferred income taxes (Note 5)	189					181					189		181
Prepaid	116	[4]				145	[4]				116	[4]	145	[4]
Other	61					54					61		54
Prepaid and other current assets	366					380					366		380
Estimated Income Tax Payments	36					75					36		75
Prepaid Expense and Other Assets, Noncurrent [Abstract]
Pension assets (Note 16)	35					42					35		42
Insurance contracts (c)	73	[5]				73	[5]				73	[5]	73	[5]
Long-term receivables, net (d)	43	[6]				36	[6]				43	[6]	36	[6]
Deposits	64					62					64		62
Investments carried at cost	8					7					8		7
Deferred charges	114					133					114		133
Deferred income taxes (Note 5)	98					72					98		72
Other	114					144					114		144
Other long-term assets	549					569					549		569
Long-term receivables reserve	48					51					48		51
Selling, General and Administrative Expense [Abstract]
Selling											572		567		547
General and administrative											736		782		723
Selling, general and administrative											1,308		1,349		1,270
Debt Instrument [Line Items]
Repayments of Long-term Debt											764		1,347		1,522
Accrued taxes	119					168					119		168
US Long-term 5.375% Notes due 2016 [Member]
Interest and Debt Expense [Abstract]
Bond redemption (a)											36
Debt Instrument [Line Items]
Extinguishment of Debt, Amount											400
Income (Loss) from Continuing Operations, Per Diluted Share											$ 0.07
Extinguishment of Debt, Gain (Loss), Net of Tax											22
Repayments of Long-term Debt											434
Debt Instrument, Interest Rate, Stated Percentage	5.375%					5.375%					5.375%		5.375%
US Long-term 5.25% Notes due 2014 [Member]
Interest and Debt Expense [Abstract]
Bond redemption (a)													18
Debt Instrument [Line Items]
Extinguishment of Debt, Amount													400
Income (Loss) from Continuing Operations, Per Diluted Share													$ 0.04
Extinguishment of Debt, Gain (Loss), Net of Tax													12
Repayments of Long-term Debt													$ 418
Debt Instrument, Interest Rate, Stated Percentage						5.25%							5.25%

[1] Provisions to the allowance for doubtful accounts were $39 million, $38 million, and $29 million in 2014, 2013, and 2012, respectively. The allowance activity in each period related primarily to write-offs of uncollectible amounts, net of recoveries and currency movements.

[2] In December 2014, Praxair redeemed $400 million of 5.375% notes due November 2016 for $434 million resulting in a $36 million charge ($22 million after-tax, or $0.07 per diluted share). In December 2013, Praxair redeemed $400 million of 5.25% notes due November 2014 for $418 million resulting in an $18 million charge ($12 million after-tax, or $0.04 per diluted share).

[3] Effective July 1, 2014, Praxair changed its method of accounting for all remaining U.S. operations that were using the last-in, first-out ("LIFO") method to the average-cost method, primarily raw materials. Prior to this change, approximately 6% of consolidated inventories were accounted for under the LIFO method. Praxair applied this change as a cumulative effect adjustment in the third quarter 2014 and did not restate prior periods because the impact was not material. The accounting change increased inventories by $9 million at July 1, 2014. The Company believes the change is preferable because it will better reflect the impact of current costs in both the consolidated balance sheets and consolidated statements of income. Had the Company not changed its accounting method, reported inventory amounts at December 31, 2014 would not have been significantly different than the amount disclosed above at July 1, 2014.At December 31, 2013, approximately 6% of total inventories were valued using the LIFO method, all in the United States. If inventories had been valued at current costs, they would have been approximately $9 million higher than reported at December 31, 2013.

[4] Includes estimated income tax payments of $36 million in 2014 and $75 million in 2013.

[5] Consists primarily of insurance contracts and other investments to be utilized for non-qualified pension and OPEB obligations.

[6] Financing receivables is not normal practice for the company. The balances at December 31, 2014 and 2013 are net of reserves of $48 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, the majority of which are fully reserved. Collectibility is reviewed regularly and uncollectible amounts are written-off as appropriate. The account balance change during 2014 was primarily the result of additional receivables, net of reserves.

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Income Taxes

12 Months Ended

Dec. 31, 2014

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 5. INCOME TAXES

Pre-tax income applicable to U.S. and foreign operations is as follows:

(Millions of dollars) Year Ended December 31,	2014		2013		2012
United States	$	1,004	$	890	$	880
Foreign	1,391		1,557		1,416
Total income before income taxes	$	2,395	$	2,447	$	2,296

The following is an analysis of the provision for income taxes:

(Millions of dollars) Year Ended December 31,	2014		2013			2012
Current tax expense
U.S. federal	$	291	$	94		$	14
State and local	35		27			20
Foreign	310		427			294
	636		548			328
Deferred tax expense
U.S. federal	14		164			198
State and local	12		8			17
Foreign	29		(71		)	43
	55		101			258
Total income taxes	$	691	$	649		$	586

An analysis of the difference between the provision for income taxes and the amount computed by applying the U.S. statutory income tax rate to pre-tax income follows:

(Dollar amounts in millions) Year Ended December 31,	2014					2013					2012
U.S. statutory income tax rate	$	838		35.0	%	$	856		35.0	%	$	804		35.0	%
State and local taxes – net of federal benefit	31			1.3	%	23			1.0	%	24			1.0	%
U.S. tax credits and deductions (a)	(37		)	(1.5	)%	(23		)	(1.0	)%	(22		)	(1.0	)%
Foreign tax differentials (b)	(186		)	(7.8	)%	(158		)	(6.4	)%	(159		)	(6.9	)%
Venezuela currency devaluation (c)	46			1.9	%	8			0.3	%	—			—	%
Income tax benefit from realignment of Italian legal structure (d)	—			—	%	(40		)	(1.6	)%	—			—	%
Income tax benefit from liquidation of subsidiary (e)	—			—	%	—			—	%	(55		)	(2.4	)%
Other – net	(1		)	—	%	(17		)	(0.8	)%	(6		)	(0.2	)%
Provision for income taxes	$	691		28.9	%	$	649		26.5	%	$	586		25.5	%

________________________

(a) U.S. tax credits and deductions relate to manufacturing deductions and to the research and experimentation tax credit.

(b) Primarily related to differences between the U.S. tax rate of 35% and the statutory tax rate in the countries where Praxair operates. 2014 includes $56 million of tax benefits related to a reduction of uncertain tax positions as a result of a lapse of statute of limitations. Other permanent items and tax rate changes were not significant.

(c) Impact related to non-deductible Venezuela currency devaluations in 2014 and 2013 (see Note 2).

(d) In December of 2013, Praxair's Italian legal structure was realigned. As a result of the new structure, an income tax benefit of $40 million ($24 million net of noncontrolling interests) was recorded. The benefit is recorded as $56 million in foreign current tax expense and $(96) million included in federal deferred tax expense.

(e) In 2011 Praxair requested a pre-filing agreement (“PFA”) with the U.S. Internal Revenue Service (“IRS”) related to a loss on a liquidated subsidiary resulting from the divestiture of the U.S. Homecare Business. During the third quarter of 2012, the IRS approved the PFA resulting in a net income tax benefit of $(55) million. The benefit is recorded in U.S. current federal tax expense.

Net deferred tax liabilities included in the consolidated balance sheet are comprised of the following:

(Millions of dollars) December 31,	2014			2013
Deferred tax liabilities
Fixed assets	$	1,402		$	1,374
Exchange gains	85			61
Goodwill	144			127
Other intangible assets	125			112
Other	146			133
	$	1,902		$	1,807
Deferred tax assets
Carryforwards	$	333		$	323
Benefit plans and related (a)	389			285
Inventory	18			20
Accruals and other (b)	357			312
	$	1,097		$	940
Less: Valuation allowances (c)	(106		)	(85		)
	$	991		$	855
Net deferred tax liabilities	$	911		$	952
Recorded in the consolidated balance sheets as (See Note 7):
Prepaid and other current assets	$	189		$	181
Other long-term assets	98			72
Deferred credits	1,198			1,205
	$	911		$	952

________________________

(a) Includes deferred taxes of $342 million and $247 million in 2014 and 2013, respectively, related to pension / OPEB funded status (see Notes 7 and 16).

(b) Includes $179 million and $112 million in 2014 and 2013, respectively, related to research and development costs and $67 million and $70 million in 2014 and 2013, respectively, related to goodwill.

(c) Summary of valuation allowances relating to deferred tax assets follows (millions of dollars):

	2014			2013			2012
Balance, January 1,	$	(85	)	$	(86	)	$	(107	)
Income tax (charge) benefit	(20		)	1			9
Translation adjustments	6			—			—
Other, including write-offs	(7		)	—			12
Balance, December 31,	$	(106	)	$	(85	)	$	(86	)

Praxair evaluates deferred tax assets quarterly to ensure that estimated future taxable income will be sufficient in character (e.g., capital gain versus ordinary income treatment), amount and timing to result in their recovery. After considering the positive and negative evidence, a valuation allowance is established to reduce the assets to their realizable value when management determines that it is more likely than not (i.e., greater than 50% likelihood) that a deferred tax asset will not be realized. Considerable judgment is required in establishing deferred tax valuation allowances. At December 31, 2014, Praxair had $333 million of deferred tax assets relating to net operating losses (“NOLs”) and tax credits and $106 million of valuation allowances. These deferred tax assets include $157 million relating to NOLs of which $56 million are in the United States primarily related to Praxair's NuCo₂ acquisition in 2013, and $101 million are in Brazil. The U.S. NOLs expire through 2032 and the Brazil NOLs have no expiration. These NOLs have no valuation allowances. The deferred tax assets as of December 31, 2014 also include $73 million relating to U.S. foreign tax credits which expire in 2021 and have a $56 million valuation allowance. The utilization of the U.S. foreign tax credits is dependent on many factors including U.S. interest expense, future U.S. investment, foreign sales and earnings growth, foreign currency exchange rates, and acquisitions and dispositions. Management’s assessment and judgment are highly dependent on these variables and any significant changes to any one of them can substantially impact the amount of foreign tax credit utilization over the ten-year carryforward period.

The remaining deferred tax assets of $103 million relate to U.S. state ($67 million) and other foreign ($36 million) NOLs and credit carryforwards, which expire through 2033, have valuation allowances totaling $50 million. These valuation allowances relate to certain foreign and U.S. state NOLs and are required because management has determined, based on financial projections and available tax strategies, that it is unlikely that the NOLs will be utilized before they expire. If events or circumstances change, valuation allowances are adjusted at that time resulting in an income tax benefit or charge.

A provision has not been made for additional U.S. federal or foreign taxes at December 31, 2014 on $10.4 billion of undistributed earnings of foreign subsidiaries because Praxair intends to reinvest these funds indefinitely to support foreign growth opportunities. It is not practicable to estimate the unrecognized deferred tax liability on these undistributed earnings. These earnings could become subject to additional tax if they are remitted as dividends, loaned to Praxair in the U.S., or upon sale of the subsidiary’s stock.

Uncertain Tax Positions

Unrecognized income tax benefits represent income tax positions taken on income tax returns but not yet recognized in the consolidated financial statements. The company has unrecognized income tax benefits totaling $71 million, $121 millionand $142 millionas ofDecember 31, 2014,2013and2012, respectively. If recognized, essentially all of the unrecognized tax benefits and related interest and penalties would be recorded as a benefit to income tax expense on the consolidated statement of income.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

(Millions of dollars)	2014			2013			2012
Unrecognized income tax benefits, January 1	$	121		$	142		$	163
Additions for tax positions of prior years	13			8			12
Reductions for tax positions of prior years	(2		)	(24		)	(17		)
Additions for current year tax positions	3			10			—
Reductions for settlements with taxing authorities (a)	(3		)	(2		)	(1		)
Reductions as a result of a lapse of an applicable statute of limitations (b)	(56		)	(1		)	(9		)
Foreign currency translation and other	(5		)	(12		)	(6		)
Unrecognized income tax benefits, December 31	$	71		$	121		$	142

________________________

(a) Settlements are uncertain tax positions that were effectively settled with the taxing authorities, including positions where the company has agreed to amend its tax returns to eliminate the uncertainty.

(b) See note (b) to the effective tax rate reconciliation.

Praxair classifies interest income and expense related to income taxes as tax expense in the consolidated statement of income. Praxair recognized net interest income of $3 million in 2014 related to the reversal of uncertain tax positions; net interest income of $11 million in 2013 primarily related to refunds received from taxing authorities; and net interest expense of $1 million in 2012. Praxair had $8 million and $12 million of accrued interest and penalties as of December 31, 2014 and December 31, 2013, respectively which were recorded in other long-term liabilities in the consolidated balance sheets (see Note 7).

As of December 31, 2014, the company remained subject to examination in the following major tax jurisdictions for the tax years as indicated below:

Major tax jurisdictions	Open Years
North America
United States	2011 through 2014
Canada	2007 through 2014
Mexico	2009 through 2014
Europe
Germany	2008 through 2014
Italy	2010 through 2014
Spain	2004 through 2014
South America
Brazil	2003 through 2014
Asia
China	2009 through 2014
India	2006 through 2014
Korea	2008 through 2014
Thailand	2008 through 2014

The company is currently under audit in a number of tax jurisdictions. As a result, it is reasonably possible that some of these audits will conclude or reach the stage where a change in unrecognized income tax benefits may occur within the next twelve months. At that time, the company will record any adjustment to income tax expense as required. In 2014, settlements were not material to the consolidated financial statements. The company is also subject to income taxes in many hundreds of state and local taxing jurisdictions that are open to tax examinations.

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Earnings Per Share - Praxair, Inc. Shareholders

12 Months Ended

Dec. 31, 2014

Earnings Per Share [Abstract]

Earnings Per Share - Praxair, Inc. Shareholders

NOTE 6. 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:

	2014		2013		2012
Numerator (Millions of dollars)
Net income – Praxair, Inc.	$	1,694	$	1,755	$	1,692
Denominator (Thousands of shares)
Weighted average shares outstanding	291,987		294,994		297,746
Shares earned and issuable under compensation plans	507		529		570
Weighted average shares used in basic earnings per share	292,494		295,523		298,316
Effect of dilutive securities
Stock options and awards	3,114		3,442		3,529
Weighted average shares used in diluted earnings per share	295,608		298,965		301,845
Basic Earnings Per Common Share	$	5.79	$	5.94	$	5.67
Diluted Earnings Per Common Share	$	5.73	$	5.87	$	5.61

There were no antidilutive shares for the years ended December 31, 2014 and 2013. There were 1,589,235 antidilutive shares for the year ended December 31, 2012.

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Property, Plant & Equipment - Net

12 Months Ended

Dec. 31, 2014

Property, Plant and Equipment [Abstract]

Property, Plant & Equipment - Net

NOTE 8. PROPERTY, PLANT AND EQUIPMENT – NET

Significant classes of property, plant and equipment are as follows:

(Millions of dollars) December 31,	Depreciable Lives (Yrs)	2014			2013
Production plants (primarily 15-year life) (a)	10-20	$	14,400		$	14,378
Storage tanks	15-20	2,267			2,330
Transportation equipment and other	3-15	1,895			1,866
Cylinders (primarily 30-year life)	10-30	1,724			1,740
Buildings	25-40	1,089			1,108
Land and improvements (b)	0-20	499			493
Construction in progress		1,980			2,116
		23,854			24,031
Less: accumulated depreciation		(11,857		)	(11,753		)
		$	11,997		$	12,278

(a) - Depreciable lives of production plants related to long-term customer supply contracts are consistent with the contract lives.

(b) - Land is not depreciated.

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Other Intangible Assets (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Finite Lived Intangible Assets [Line Items]
Beginning Period Cost	$ 735		$ 289
Additions (primarily acquisitions)	66		467
Foreign currency translation	(24)		3
Other			(24)	[1]
Ending Period Cost	777		735		289
Beginning Accumulated Amortization	(139)		(116)
Amortization expense	(47)		(41)		(21)
Foreign currency translation	7		(1)
Other	5	[1]	19	[1]
Ending Accumulated Amortization	(174)		(139)		(116)
Net balance finite lived intangibles	603		596
Additional Finite Lived Intangible Asset Information (Details) [Abstract]
Remaining weighted-average amortization period for intangible asset	18 years 0 months
2015	49
2016	48
2017	42
2018	37
2019	37
Thereafter	390
Customer & License/Use Agreements
Finite Lived Intangible Assets [Line Items]
Beginning Period Cost	661		232
Additions (primarily acquisitions)	54		433
Foreign currency translation	(22)		3
Other			(7)	[1]
Ending Period Cost	693		661
Beginning Accumulated Amortization	(118)		(89)
Amortization expense	(36)		(32)
Foreign currency translation	7		(1)
Other			4	[1]
Ending Accumulated Amortization	(147)		(118)
Net balance finite lived intangibles	546		543
Non-compete Agreements
Finite Lived Intangible Assets [Line Items]
Beginning Period Cost	31		37
Additions (primarily acquisitions)	12		4
Foreign currency translation	(1)
Other	(5)	[1]	(10)	[1]
Ending Period Cost	37		31
Beginning Accumulated Amortization	(16)		(20)
Amortization expense	(7)		(6)
Other	5	[1]	10	[1]
Ending Accumulated Amortization	(18)		(16)
Net balance finite lived intangibles	19		15
Patents & Other
Finite Lived Intangible Assets [Line Items]
Beginning Period Cost	43		20
Additions (primarily acquisitions)			30
Foreign currency translation	(1)
Other	5	[1]	(7)	[1]
Ending Period Cost	47		43
Beginning Accumulated Amortization	(5)		(7)
Amortization expense	(4)		(3)
Other			5	[1]
Ending Accumulated Amortization	(9)		(5)
Net balance finite lived intangibles	$ 38		$ 38

[1] Other primarily relates to the write-off of fully amortized assets, purchase accounting adjustments and reclassifications.

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Segments (Sales and Assets by Major Country) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended										12 Months Ended
	Dec. 31, 2014		Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013		Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Sales by Major Country [Line Items]
Sales	$ 2,990		$ 3,144	$ 3,113	$ 3,026	$ 3,010		$ 3,013	$ 3,014	$ 2,888	$ 12,273	[1]	$ 11,925	[1]	$ 11,224	[1]
Long-Lived Assets by Major Country	11,997	[2]				12,278	[2]				11,997	[2]	12,278	[2]	11,453	[2]
United States Member
Sales by Major Country [Line Items]
Sales											5,171		4,764		4,305
Long-Lived Assets by Major Country	4,817	[2]				4,723	[2]				4,817	[2]	4,723	[2]	4,255	[2]
Brazil Member
Sales by Major Country [Line Items]
Sales											1,511		1,603		1,668
Long-Lived Assets by Major Country	1,344	[2]				1,376	[2]				1,344	[2]	1,376	[2]	1,535	[2]
Other International Member
Sales by Major Country [Line Items]
Sales											5,591		5,558		5,251
Long-Lived Assets by Major Country	$ 5,836	[2]				$ 6,179	[2]				$ 5,836	[2]	$ 6,179	[2]	$ 5,663	[2]

[1] Sales reflect external sales only. Intersegment Sales, primarily from North America to other segments, were not material.

[2] (c)Long-lived assets include property, plant and equipment – net.

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Debt (Credit Facilities) (Details) (USD $)	12 Months Ended
	Dec. 31, 2014
$2.5 Billion Senior Unsecured Credit Facilty, expires in 2019
Line Of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 2,500,000,000
Available for Borrowing	2,500,000,000
Expires	Dec. 18, 2019
Debt Covenant Limit	0.7
Debt Covenant Actual Compliance	0.54
$2.0 Billion senior unsecured credit facility replaced December 2014
Line Of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 2,000,000,000.0

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Goodwill (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Goodwill [Line Items]
Goodwill, Beginning Balance	$ 3,194	$ 2,507
Goodwill, Acquired During Period	86	719
Purchase adjustments & other		3
Foreign currency translation	(159)	(35)
Goodwill, Ending Balance	3,121	3,194
North America Segment Member
Goodwill [Line Items]
Goodwill, Beginning Balance	2,117	1,499
Goodwill, Acquired During Period	47	625
Purchase adjustments & other	1	3
Foreign currency translation	(26)	(10)
Goodwill, Ending Balance	2,139	2,117
South America Segment Member
Goodwill [Line Items]
Goodwill, Beginning Balance	166	195
Goodwill, Acquired During Period	4
Foreign currency translation	(23)	(29)
Goodwill, Ending Balance	147	166
Europe Segment Member
Goodwill [Line Items]
Goodwill, Beginning Balance	743	645
Goodwill, Acquired During Period	17	94
Purchase adjustments & other	(6)
Foreign currency translation	(100)	4
Goodwill, Ending Balance	654	743
Asia Segment Member
Goodwill [Line Items]
Goodwill, Beginning Balance	24	25
Goodwill, Acquired During Period	14
Foreign currency translation		(1)
Goodwill, Ending Balance	38	24
Surface Technologies Segment [Member]
Goodwill [Line Items]
Goodwill, Beginning Balance	144	143
Goodwill, Acquired During Period	4
Purchase adjustments & other	5
Foreign currency translation	(10)	1
Goodwill, Ending Balance	$ 143	$ 144

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Supplemental Information (Tables)

12 Months Ended

Dec. 31, 2014

Supplemental Information (Tables) [Abstract]

Schedule Of Selling General And Administrative Table

(Millions of dollars) Year Ended December 31,	2014		2013		2012
Selling, General and Administrative
Selling	$	572	$	567	$	547
General and administrative	736		782		723
	$	1,308	$	1,349	$	1,270

Schedule Of Depreciation And Amortization Table

Year Ended December 31,	2014		2013		2012
Depreciation and Amortization
Depreciation	$	1,123	$	1,068	$	980
Amortization of other intangibles (Note 10)	47		41		21
	$	1,170	$	1,109	$	1,001

Schedule Of Other Income (Expense) - Net Table

Year Ended December 31,	2014			2013			2012
Other Income (Expenses) – Net
Currency related net gains (losses)	$	1		$	3		$	(9	)
Partnership income	16			7			10
Net legal settlements	—			10			24
Severance expense	(22		)	(14		)	(17		)
Business divestitures and asset gains (losses) – net	36			43			49
Other – net	(22		)	(17		)	(14		)
	$	9		$	32		$	43

Schedule Of Interest Expense - Net Table

(a) In December 2014, Praxair redeemed $400 million of 5.375% notes due November 2016 for $434 million resulting in a $36 million charge ($22 million after-tax, or $0.07 per diluted share). In December 2013, Praxair redeemed $400 million of 5.25% notes due November 2014 for $418 million resulting in an $18 million charge ($12 million after-tax, or $0.04 per diluted share).

Year Ended December 31,	2014			2013			2012
Interest Expense – Net
Interest incurred on debt	$	215		$	233		$	226
Interest capitalized	(38		)	(69		)	(70		)
Amortization of swap termination costs (Note 12)	—			(4		)	(15		)
Bond redemption (a)	36			18			—
	$	213		$	178		$	141

Schedule Of Noncontrolling Interests Income [Table Text Block]

Year Ended December 31,	2014		2013		2012
Income Attributable to Noncontrolling Interests
Noncontrolling interests' operations	$	40	$	41	$	34
Income tax benefit in Italy (Note 5)	—		16		—
Redeemable noncontrolling interests' operations (Note 14)	12		24		18
	$	52	$	81	$	52

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

(Millions of dollars) December 31,	2014			2013
Accounts Receivable
Trade	$	1,746		$	1,815
Other	152			175
	1,898			1,990
Less: allowance for doubtful accounts (b)	(102		)	(98		)
	$	1,796		$	1,892

(b) Provisions to the allowance for doubtful accounts were $39 million, $38 million, and $29 million in 2014, 2013, and 2012, respectively. The allowance activity in each period related primarily to write-offs of uncollectible amounts, net of recoveries and currency movements.

^[1]

Schedule Of Inventories Table

December 31,	2014		2013
Inventories (c)
Raw materials and supplies	$	200	$	167
Work in process	52		58
Finished goods	299		281
	$	551	$	506

(c) Effective July 1, 2014, Praxair changed its method of accounting for all remaining U.S. operations that were using the last-in, first-out ("LIFO") method to the average-cost method, primarily raw materials. Prior to this change, approximately 6% of consolidated inventories were accounted for under the LIFO method. Praxair applied this change as a cumulative effect adjustment in the third quarter 2014 and did not restate prior periods because the impact was not material. The accounting change increased inventories by $9 million at July 1, 2014. The Company believes the change is preferable because it will better reflect the impact of current costs in both the consolidated balance sheets and consolidated statements of income. Had the Company not changed its accounting method, reported inventory amounts at December 31, 2014 would not have been significantly different than the amount disclosed above at July 1, 2014.

At December 31, 2013, approximately 6% of total inventories were valued using the LIFO method, all in the United States. If inventories had been valued at current costs, they would have been approximately $9 million higher than reported at December 31, 2013.

Schedule Of Prepaid And Other Current Assets Table

December 31,	2014		2013
Prepaid and Other Current Assets
Deferred income taxes (Note 5)	$	189	$	181
Prepaid (d)	116		145
Other	61		54
	$	366	$	380

(d) Includes estimated income tax payments of $36 million in 2014 and $75 million in 2013.

Schedule Of Other Long-term Assets Table

(e) Consists primarily of insurance contracts and other investments to be utilized for non-qualified pension and OPEB obligations.

(f) Financing receivables is not normal practice for the company. The balances at December 31, 2014 and 2013 are net of reserves of $48 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, the majority of which are fully reserved. Collectibility is reviewed regularly and uncollectible amounts are written-off as appropriate. The account balance change during 2014 was primarily the result of additional receivables, net of reserves.

December 31,	2014		2013
Other Long-term Assets
Pension assets (Note 16)	$	35	$	42
Insurance contracts (e)	73		73
Long-term receivables, net (f)	43		36
Deposits	64		62
Investments carried at cost	8		7
Deferred charges	114		133
Deferred income taxes (Note 5)	98		72
Other	114		144
	$	549	$	569

Schedule Of Other Current Liabilities Table

December 31,	2014		2013
Other Current Liabilities
Accrued expenses	$	296	$	291
Payroll	177		184
Cost reduction program (Note 2)	7		15
Pension and postretirement (Note 16)	39		33
Interest payable	69		62
Employee benefit accrual	22		20
Severance	14		13
Insurance reserves	9		11
Other	285		161
	$	918	$	790

Schedule Of Other Long-term Liabilities Table

December 31,	2014		2013
Other Long-term Liabilities
Pension and postretirement (Note 16)	$	777	$	498
Tax liabilities for uncertain tax positions	57		55
Interest and penalties for uncertain tax positions (Note 5)	8		12
Insurance reserves	23		22
Other	311		272
	$	1,176	$	859

Schedule Of Deferred Credits Table

December 31,	2014		2013
Deferred Credits
Deferred income taxes (Note 5)	$	1,198	$	1,205
Other	83		191
	$	1,281	$	1,396

Schedule Of Accumulated Other Comprehensive Income (Loss) Table

(g) North America consists primarily of currency translation adjustments in Canada and Mexico, South America relates primarily to Brazil and Argentina, and Europe relates primarily to Spain and Germany.

December 31,	2014			2013
Accumulated Other Comprehensive Income (Loss)
Cumulative translation adjustment (includes $64 million and $60 million tax charges in 2014 and 2013, respectively)
North America (g)	$	(553	)	$	(315	)
South America (g)	(1,510		)	(1,179		)
Europe (g)	(432		)	(63		)
Asia	(49		)	21
Surface Technologies	(7		)	28
	(2,551		)	(1,508		)
Derivatives – net of taxes	(1		)	(4		)
Pension/OPEB funded status obligation (net of $342 million and $247 million tax benefits in 2014 and 2013, respectively) (Note 16)	(633		)	(469		)
	$	(3,185	)	$	(1,981	)

[1] North America consists primarily of currency translation adjustments in Canada and Mexico, South America relates primarily to Brazil and Argentina, and Europe relates primarily to Spain and Germany.

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Acquisitions (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended			3 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Mar. 31, 2013	Mar. 01, 2013 location employee
Business Acquisition Line Items
Goodwill, Acquired During Period	$ 86	$ 719
Number of Businesses Acquired			17
Purchase Price of Acquisitions	206	1,323	280
Goodwill	3,121	3,194	2,507
Finite-lived Intangible Assets Acquired	66	467
NuCO2 [Member]
Business Acquisition Line Items
Percentage Interest of NuCO2 to be Acquired					100.00%
Number Of NuCO2 Customer Locations					162,000
Approximate number of employees in NuCO2					900
Purchase Price of Acquisitions				1,095
Business Acquisition, Revenue Reported by Acquired Entity for Last Annual Period				230
Sales Since Acquisition Date, First Year of Consolidation		208
Trade receivables, net					17
Property, plant and equipment					199
Intangible assets					374
Deferred income taxes					(85)
Other assets and (liabilities)					(28)
Goodwill					618
Purchase price					1,095
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life				25 years
All acquisitions other than NuCO2 [Member]
Business Acquisition Line Items
Goodwill, Acquired During Period		101
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles		93
Purchase Price of Acquisitions		228
Finite-lived Intangible Assets Acquired		194
All Acquisitions During the Period [Member]
Business Acquisition Line Items
Purchase Price of Acquisitions			280
Goodwill			$ 122

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Fair Value Disclosures

12 Months Ended

Dec. 31, 2014

Fair Value Disclosures [Abstract]

Fair Value Disclosures

NOTE 13. FAIR VALUE DISCLOSURES

The fair value hierarchy prioritizes the inputs 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 at December 31, 2014 and 2013:

	Fair Value Measurements Using
(Millions of dollars)	Level 1				Level 2				Level 3
	2014		2013		2014		2013		2014		2013
Assets
Derivative assets	$	—	$	—	$	19	$	26	$	—	$	—
Liabilities
Derivative liabilities	$	—	$	—	$	13	$	14	$	—	$	—

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 value of cash and cash equivalents, short-term debt, accounts receivables-net, and accounts payable approximate carrying value because of the short-term maturities of these instruments. The fair value of long-term debt is estimated based on the quoted market prices for the same or similar issues, which is deemed a Level 2 measurement. At December 31, 2014, the estimated fair value of Praxair’s long-term debt portfolio was $8,753 million versus a carrying value of $8,671 million. At December 31, 2013, the estimated fair value of Praxair’s long-term debt portfolio was $7,976 million versus a carrying value of $8,029 million. These differences are attributable to interest-rate changes subsequent to when the debt was issued.

Assets Measured at Fair Value on a Non-Recurring Basis

At December 31, 2014 in connection with the adoption of the SICAD II currency exchange system in Venezuela, Praxair reduced the value of certain assets in Venezuela, primarily long-lived assets, to estimated fair value which resulted in a $63 million pre-tax charge to income (see Note 2).

During the first quarter 2012, the company reduced the value of certain assets in Brazil, Colombia and Chile to estimated fair value which resulted in a $21 million pre-tax charge to other income (expense) – net.

The above fair value measurements were based on internal assessments of the best information available about the local business conditions and political environment, including the impact of foreign currency exchange restrictions that would be indicative of what the assets could be sold for and are considered to be Level 3 measurements.

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Segments

12 Months Ended

Dec. 31, 2014

Segment Reporting [Abstract]

Segment Information

NOTE 18. SEGMENT INFORMATION

The company’s operations are organized into five reportable segments, four of which have been determined on a geographic basis of segmentation: North America, Europe, South America and Asia. In addition, Praxair operates its worldwide surface technologies business through its wholly-owned subsidiary, Praxair Surface Technologies, Inc., which represents the fifth reportable segment.

Praxair’s operations consist of two major product lines: industrial gases and surface technologies. The industrial gases product line centers on the manufacturing and distribution of atmospheric gases (oxygen, nitrogen, argon, rare gases) and process gases (carbon dioxide, helium, hydrogen, electronic gases, specialty gases, acetylene). Many of these products are co-products of the same manufacturing process. Praxair manufactures and distributes nearly all of its products and manages its customer relationships on a regional basis. Praxair’s industrial gases are distributed to various end markets within a regional segment through one of three basic distribution methods: on-site or tonnage; merchant or bulk; and packaged or cylinder gases. The distribution methods are generally integrated in order to best meet the customer’s needs and very few of its products can be economically transported outside of a region. Therefore, the distribution economics are specific to the various geographies in which the company operates and are consistent with how management assesses performance.

Praxair evaluates the performance of its reportable segments based primarily on operating profit, excluding inter-company royalties and items not indicative of ongoing business trends. Corporate and globally managed expenses, and research and development costs relating to Praxair’s global industrial gases business, are allocated to operating segments based on sales.

The table below presents information about reportable segments for the years ended December 31, 2014, 2013 and 2012.

(Millions of dollars)	2014		2013		2012
Sales (a)
North America	$	6,436	$	6,164	$	5,598
Europe	1,546		1,542		1,474
South America	1,993		2,042		2,082
Asia	1,619		1,525		1,414
Surface Technologies	679		652		656
	$	12,273	$	11,925	$	11,224

	2014			2013			2012
Operating Profit
North America	$	1,580		$	1,538		$	1,465
Europe	291			270			256
South America	449			467			429
Asia	303			271			246
Surface Technologies	123			111			106
Segment operating profit	2,746			2,657			2,502
Venezuela currency devaluation and other charges (Note 2)	(138		)	(32		)	(65		)
Total operating profit	$	2,608		$	2,625		$	2,437

	2014		2013		2012
Total Assets (b)
North America	$	10,205	$	10,133	$	8,491
Europe	3,000		3,408		2,957
South America	2,723		2,934		3,205
Asia	3,198		3,098		2,757
Surface Technologies	676		682		680
	$	19,802	$	20,255	$	18,090

(Millions of dollars)	2014		2013		2012
Depreciation and Amortization
North America	$	611	$	567	$	498
Europe	168		169		149
South America	177		181		184
Asia	170		150		127
Surface Technologies	44		42		43
	$	1,170	$	1,109	$	1,001

	2014		2013		2012
Capital Expenditures and Acquisitions
North America	$	837	$	2,106	$	1,303
Europe	319		451		322
South America	373		284		351
Asia	310		459		431
Surface Technologies	56		43		53
	$	1,895	$	3,343	$	2,460

	2014		2013		2012
Sales by Product Group
Atmospheric gases and related	$	8,623	$	8,451	$	8,104
Process gases and other	2,971		2,822		2,464
Surface technologies	679		652		656
	$	12,273	$	11,925	$	11,224

	2014		2013		2012
Sales by Major Country
United States	$	5,171	$	4,764	$	4,305
Brazil	1,511		1,603		1,668
Other – foreign	5,591		5,558		5,251
	$	12,273	$	11,925	$	11,224

	2014		2013		2012
Long-lived Assets by Major Country (c)
United States	$	4,817	$	4,723	$	4,255
Brazil	1,344		1,376		1,535
Other – foreign	5,836		6,179		5,663
	$	11,997	$	12,278	$	11,453

________________________

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

(b) Includes equity investments as of December 31, as follows:

(Millions of dollars)	2014		2013		2012
North America	$	132	$	128	$	135
Europe	207		218		199
Asia	354		356		320
	$	693	$	702	$	654

Changes primarily relate to equity investment earnings, dividends and currency impacts.

(c) Long-lived assets include property, plant and equipment – net.

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Venezuela Currency Devaluation and Other Charges - Net 2014, 2013, and 2012 Items) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended												12 Months Ended
	Dec. 31, 2014		Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013		Sep. 30, 2013		Jun. 30, 2013	Mar. 31, 2013		Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012	Feb. 13, 2013
Additional Information [Line Items]
Operating Profit (Loss)	$ 525	[1]	$ 711	$ 697	$ 675	$ 690		$ 670	[1]	$ 665	$ 600	[1]	$ 2,608	[1]	$ 2,625	[1]	$ 2,437
Interest expense – net													213		178		141
Income Tax Expense (Benefit)													691		649		586
Noncontrolling Interests													52		81		52
Net Income (Loss) – Praxair, Inc.	302	[1]	477	467	448	474	[1]	445	[1]	445	391	[1]	1,694	[1]	1,755	[1]	1,692
Venezuela currency devaluation and other charges – net													138		32		65
Cost Reduction Program [Member]
Additional Information [Line Items]
Operating Profit (Loss)																	(56)
Income Tax Expense (Benefit)																	(16)
Noncontrolling Interests																	(2)
Net Income (Loss) – Praxair, Inc.																	(38)
Income (Loss) from Continuing Operations, Per Diluted Share																	$ 0.12
Total Impact Of Items [Member]
Additional Information [Line Items]
Operating Profit (Loss)													(138)		(32)
Net Income (Loss) – Praxair, Inc.													(158)		(17)
Pension Settlement Charge [Member]
Additional Information [Line Items]
Operating Profit (Loss)	(7)							(9)					(7)		(9)		(9)
Net Income (Loss) – Praxair, Inc.	(5)							(6)					(5)		(6)		(6)
Income (Loss) from Continuing Operations, Per Diluted Share													$ 0.02		$ 0.02		$ 0.02
Venezuela Currency Devaluation [Member]
Additional Information [Line Items]
Operating Profit (Loss)	(131)										(23)		(131)		(23)
Net Income (Loss) – Praxair, Inc.	(131)										(23)		(131)		(23)
Venezuela Exchange Rate	50												50				4.30	6.30
Venezuela Implied Devaluation On Remaining Sectors Rate	88.00%												88.00%					32.00%
Income (Loss) from Continuing Operations, Per Diluted Share													$ 0.45		$ 0.08
Monetary Asset and Liability Translation Loss													68
Asset Impairment Charges													$ 63

[1] 2014 and 2013 include the impact of the following benefits/(charges) (see Notes 2, 5 & 7):(Millions of dollars)OperatingProfit/(Loss) NetIncome/(Loss) Diluted Earnings Per ShareVenezuela currency devaluation - Q4$(131) $(131) $(0.45)Pension settlement charge - Q4(7) (5) (0.02)Bond redemption -Q4— (22) (0.07)Year 2014$(138) $(158) $(0.54) Venezuela currency devaluation – Q1$(23) $(23) $(0.08)Pension settlement charge – Q3(9) (6) (0.02)Income tax benefit - Q4— 24 0.08Bond redemption - Q4— (12) (0.04)Year 2013$(32) $(17) $(0.06)

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Equity and Redeemable Noncontrolling Interests (Tables)

12 Months Ended

Dec. 31, 2014

Equity and Redeemable Noncontrolling Interests Table Abstract

Redeemable Noncontrolling Interests

The following is a summary of redeemable noncontrolling interests for the years ended December 31, 2014, 2013 and 2012:

(Millions of dollars)	2014			2013			2012
Beginning Balance	$	307		$	252		$	220
Net income	12			24			18
Distributions to noncontrolling interest	(9		)	(11		)	(9		)
Redemption value adjustment/accretion	2			53			13
Foreign currency translation and other	(24		)	(11		)	10
Purchase of noncontrolling interest *	(112		)	—			—
Ending Balance	$	176		$	307		$	252

* In January 2014, Praxair acquired the noncontrolling interests related to Praxair Distribution Mid-Atlantic, LLC. The cash payment is shown in the financing section of the condensed consolidated statements of cash flows under the caption "Noncontrolling interest transactions and other".

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Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]
Common stock, par value (usd per share)	$ 0.01	$ 0.01
Common stock, authorized (in shares)	800,000,000	800,000,000
Common stock, issued (in shares)	383,230,625	383,230,625
Treasury stock, shares (in shares)	93,969,017	89,096,761

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Venezuela Currency Devaluation and Other Charges - Net

12 Months Ended

Dec. 31, 2014

Extraordinary and Unusual Items [Abstract]

Cost Reduction Program and Other Charges - Net

NOTE 2. VENEZUELA CURRENCY DEVALUATION AND OTHER CHARGES – NET

2014 Charges

Venezuela Currency Devaluation

In recent years, exchange control and other regulations in Venezuela have restricted the Company's operations in Venezuela. During 2014, the Venezuelan government introduced a new exchange control market-based mechanism (referred to as "SICAD II") which allows companies to apply for the conversion of VEF to the U.S. dollar. At December 31, 2014 the SICAD II rate was 50 VEF per U.S. Dollar versus the official rate of 6.3 (a devaluation of about 88%). After considerable analysis, Praxair concluded that the SICAD II rate more accurately reflects the economic reality of its business in Venezuela versus the official exchange rate. Currently, there is a lack of exchangeability between the Venezuelan bolivar fuerte ("VEF") and the U.S. dollar.

As a result, effective December 31, 2014 Praxair changed the exchange rate used to translate the monetary assets and liabilities of its Venezuelan subsidiary to the SICAD II rate of50VEF per U.S. Dollar. Also, the Company evaluated the carrying value of its non-monetary assets for impairment and lower of cost or market adjustments considering the new SICAD II rate. As a result, Praxair recorded a pre-tax charge of$131 million($131 millionafter-tax, or$0.45per diluted share) in the Company's consolidated statement of income for the year ended December 31, 2014. This charge includes$68 millionrelated to translation of monetary assets and liabilities to the SICAD II rate and$63 millionrelated primarily to long-lived asset impairments.As a result, Praxair's net asset position in Venezuela at December 31, 2014 was immaterial.

Pension Settlement Charge

During the fourth quarter of 2014, Praxair offered certain former employees who participate in either of the two U.S. qualified defined benefit pension plans, the option to receive a one-time lump sum benefit payment of their vested pension benefits under the plans rather than receiving lifetime annuity payments of these benefits. As a result, a pension settlement of the related pension obligation was triggered for one of the U.S. qualified defined benefit pension plans due to the acceptance rate of the lump sum payment option. Accordingly, Praxair recorded a pension settlement charge of $7 million ($5 million after-tax, or $0.02 per diluted share) in the fourth quarter of 2014 (refer to Note 16).

2013 Charges

Venezuela Currency Devaluation

On February 8, 2013, Venezuela announced a devaluation of the Venezuelan Bolivar from 4.30 to 6.30 (a 32% devaluation), effective on February 13, 2013. In the first quarter 2013 Praxair recorded a $23 million pre-tax charge ($23 million after-tax or $0.08 per diluted share) due primarily to the remeasurement of the local Venezuelan balance sheet to reflect the new official 6.30 exchange rate.

Pension Settlement Charge

In 2012, a number of senior managers retired. These retirees are covered by the U.S. supplemental pension plan which provides for a lump sum benefit payment option. Under certain circumstances, such lump sum payments must be accounted for as a settlement of the related pension obligation, but only when paid. Accordingly, Praxair recorded a settlement charge related to net unrecognized actuarial losses of $9 million ($6 million after-tax or $0.02 per diluted share) in the third quarter of 2013, when the cash payments were made to the retirees (refer to Note 16).

2012 Charges

Cost Reduction Program

In the third quarter of 2012, Praxair recorded pre-tax charges totaling $56 million ($38 million after taxes of $16 million and noncontrolling interests of $2 million or $0.12 per diluted share), relating to severance and business restructuring actions primarily in Europe within the industrial gases and surface technologies businesses. The cost reduction program was initiated primarily in response to the continuing economic downturn in Europe.

The following is a summary of the charges by reportable segment:

(Millions of dollars)	Severance Costs		Costs Associated with Exit or Disposal Activities		Total Cost Reduction Program
North America	$	1	$	—	$	1
Europe	28		8		36
South America	1		—		1
Asia	2		—		2
Surface Technologies	11		5		16
Total	$	43	$	13	$	56

The severance costs of $43 million are for the termination of approximately 410 employees, primarily in Europe (industrial gases and surface technologies). These actions reflected the continued business slow-down in Europe and resulted from a decision to eliminate and/or restructure operations and product lines. The actions are completed as of December 31, 2014 and the remaining liability associated with those actions is expected to be paid during the next twelve months.

The costs associated with exit or disposal activities of $13 million include asset write-downs and other costs associated with a decision to eliminate and/or restructure operations and product lines. In Europe the costs primarily relate to the elimination and consolidation of operations in Spain. In Surface Technologies, the costs relate to the consolidation/rationalization of operations and product lines, primarily in Germany and Italy.

The following table summarizes the activities related to the company's cost reduction program through December 31, 2014:

(Millions of dollars)	Severance Costs			Costs Associated with Exit or Disposal Activities			Total Cost Reduction Program
Cost reduction program charges in the third quarter of 2012	$	43		$	13		$	56
Less: Cash payments	(13		)	—			(13		)
Less: Non-cash asset write-offs	—			(9		)	(9		)
Balance December 31, 2012	$	30		$	4		$	34
Less: Cash payments	(16		)	(4		)	(20		)
Foreign currency translation	1			—			1
Balance, December 31, 2013	$	15		$	—		$	15
Less: Cash payments	(4		)	—			(4		)
Foreign currency translation and other	(4		)	—			(4		)
Balance, December 31, 2014	$	7		$	—		$	7

Pension Settlement Charge

During 2011, a number of senior managers retired. These retirees are covered by the U.S. supplemental pension plan which provides for a lump sum benefit payment option. Under certain circumstances, such lump sum payments must be accounted for as a settlement of the related pension obligation, but only when paid. Accordingly, Praxair recorded a settlement charge related to net unrecognized actuarial losses of $9 million ($6 million after-tax or $0.02 per diluted share) in the third quarter of 2012 when the cash payments were made (refer to Note 16).

Classification in the consolidated financial statements

The pre-tax net charges or benefits for each year are shown in operating profit in a separate line item on the consolidated statement of income. In the balance sheets, asset write-offs are recorded as a reduction to the carrying value of the related assets and unpaid amounts are recorded as short-term liabilities (See Note 7). On the consolidated statement of cash flows, the pre-tax impact of the net charges or benefits, net of cash payments, is shown as an adjustment to reconcile net income to net cash provided by operating activities. In Note 18 - Segment Information, Praxair excluded these items in its management definition of segment operating profit; a reconciliation of segment operating profit to consolidated operating profit is shown within the operating profit table.

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Income Taxes (Open Years by Major Tax Jurisdictions) (Details)	12 Months Ended
	Dec. 31, 2014
Domestic Country Member | Minimum
Income Tax Examination Line Items
Open Years	2011
Domestic Country Member | Maximum
Income Tax Examination Line Items
Open Years	2014
Foreign Country Canada Member | Minimum
Income Tax Examination Line Items
Open Years	2007
Foreign Country Canada Member | Maximum
Income Tax Examination Line Items
Open Years	2014
Foreign Country Mexico Member | Minimum
Income Tax Examination Line Items
Open Years	2009
Foreign Country Mexico Member | Maximum
Income Tax Examination Line Items
Open Years	2014
Foreign Country Germany Member | Minimum
Income Tax Examination Line Items
Open Years	2008
Foreign Country Germany Member | Maximum
Income Tax Examination Line Items
Open Years	2014
Foreign Country Italy Member | Minimum
Income Tax Examination Line Items
Open Years	2010
Foreign Country Italy Member | Maximum
Income Tax Examination Line Items
Open Years	2014
Foreign Country Spain Member | Minimum
Income Tax Examination Line Items
Open Years	2004
Foreign Country Spain Member | Maximum
Income Tax Examination Line Items
Open Years	2014
Foreign Country Brazil Member | Minimum
Income Tax Examination Line Items
Open Years	2003
Foreign Country Brazil Member | Maximum
Income Tax Examination Line Items
Open Years	2014
Foreign Country China Member | Minimum
Income Tax Examination Line Items
Open Years	2009
Foreign Country China Member | Maximum
Income Tax Examination Line Items
Open Years	2014
Foreign Country India Member | Minimum
Income Tax Examination Line Items
Open Years	2006
Foreign Country India Member | Maximum
Income Tax Examination Line Items
Open Years	2014
Foreign Country Korea Member | Minimum
Income Tax Examination Line Items
Open Years	2008
Foreign Country Korea Member | Maximum
Income Tax Examination Line Items
Open Years	2014
Foreign Country Thailand Member | Minimum
Income Tax Examination Line Items
Open Years	2008
Foreign Country Thailand Member | Maximum
Income Tax Examination Line Items
Open Years	2014

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Retirement Programs (Contributions and Future Estimated Payments) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plans, Estimated Future Employer Contributions in Current Fiscal Year	$ 15
Pension and Other Postretirement Benefit Contributions [Abstract]
Pension Contributions	18	52	184
U.S. Pension Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Estimated Future Benefit Payments in 2015	105
Defined Benefit Plan, Estimated Future Benefit Payments in 2016	101
Defined Benefit Plan, Estimated Future Benefit Payments in 2017	106
Defined Benefit Plan, Estimated Future Benefit Payments in 2018	111
Defined Benefit Plan, Estimated Future Benefit Payments in 2019	117
Defined Benefit Plan, Estimated Future Benefit Payments in 2020-2024	625
International Pension Plans Defined Benefit
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Estimated Future Benefit Payments in 2015	36
Defined Benefit Plan, Estimated Future Benefit Payments in 2016	36
Defined Benefit Plan, Estimated Future Benefit Payments in 2017	37
Defined Benefit Plan, Estimated Future Benefit Payments in 2018	38
Defined Benefit Plan, Estimated Future Benefit Payments in 2019	39
Defined Benefit Plan, Estimated Future Benefit Payments in 2020-2024	211
Other Postretirement Benefit Plans Defined Benefit
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Estimated Future Benefit Payments in 2015	17
Defined Benefit Plan, Estimated Future Benefit Payments in 2016	16
Defined Benefit Plan, Estimated Future Benefit Payments in 2017	16
Defined Benefit Plan, Estimated Future Benefit Payments in 2018	15
Defined Benefit Plan, Estimated Future Benefit Payments in 2019	15
Defined Benefit Plan, Estimated Future Benefit Payments in 2020-2024	$ 68

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Fair Value Disclosures (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2012	Dec. 31, 2014	Dec. 31, 2013
Assets and Liabilities Measured on a Recurring Basis
Derivative assets		$ 19	$ 26
Derivative liabilities		13	14
Fair Value Additional Information [Abstract]
Carrying value of long-term debt including current portion		8,671	8,029
Fair Value, Measurements, Nonrecurring [Member]
Fair Value Additional Information [Abstract]
Asset Impairment Charge	21	63
Level 2 Member
Fair Value Additional Information [Abstract]
Fair value of long-term debt		8,753	7,976
Level 2 Member | Fair Value, Measurements, Recurring [Member]
Assets and Liabilities Measured on a Recurring Basis
Derivative assets		19	26
Derivative liabilities		$ 13	$ 14

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Quarterly Data

12 Months Ended

Dec. 31, 2014

Quarterly Financial Information Disclosure [Abstract]

Quarterly Data (Unaudited)

NOTE 19. QUARTERLY DATA (UNAUDITED)

(Dollar amounts in millions, except per share data)

2014	1Q		2Q		3Q		4Q (a)		YEAR (a)
Sales	$	3,026	$	3,113	$	3,144	$	2,990	$	12,273
Cost of sales, exclusive of depreciation and amortization	$	1,726	$	1,767	$	1,780	$	1,689	$	6,962
Depreciation and amortization	$	285	$	293	$	301	$	291	$	1,170
Operating profit	$	675	$	697	$	711	$	525	2,608
Net income – Praxair, Inc.	$	448	$	467	$	477	$	302	$	1,694
Basic Per Share Data
Net income	$	1.52	$	1.59	$	1.63	$	1.04	$	5.79
Weighted average shares (000’s)	294,195		292,945		292,170		290,667		292,494
Diluted Per Share Data
Net income	$	1.51	$	1.58	$	1.62	$	1.03	$	5.73
Weighted average shares (000’s)	297,253		295,976		295,239		293,555		295,608

2013	1Q (a)		2Q		3Q (a)		4Q (a)		YEAR (a)
Sales	$	2,888	$	3,014	$	3,013	$	3,010	$	11,925
Cost of sales, exclusive of depreciation and amortization	$	1,638	$	1,710	$	1,697	$	1,699	$	6,744
Depreciation and amortization	$	266	$	275	$	281	$	287	$	1,109
Operating profit	$	600	$	665	$	670	$	690	$	2,625
Net income – Praxair, Inc.	$	391	$	445	$	445	$	474	$	1,755
Basic Per Share Data
Net income	$	1.32	$	1.50	$	1.51	$	1.61	$	5.94
Weighted average shares (000’s)	296,604		295,668		295,124		294,697		295,523
Diluted Per Share Data
Net income	$	1.30	$	1.49	$	1.49	$	1.59	$	5.87
Weighted average shares (000’s)	299,700		298,654		298,357		298,225		298,965

________________________

(a) 2014 and 2013 include the impact of the following benefits/(charges) (see Notes 2, 5 & 7):

(Millions of dollars)	Operating Profit/ (Loss)			Net Income/ (Loss)			Diluted Earnings Per Share
Venezuela currency devaluation - Q4	$	(131	)	$	(131	)	$	(0.45	)
Pension settlement charge - Q4	(7		)	(5		)	(0.02		)
Bond redemption -Q4	—			(22		)	(0.07		)
Year 2014	$	(138	)	$	(158	)	$	(0.54	)
Venezuela currency devaluation – Q1	$	(23	)	$	(23	)	$	(0.08	)
Pension settlement charge – Q3	(9		)	(6		)	(0.02		)
Income tax benefit - Q4	—			24			0.08
Bond redemption - Q4	—			(12		)	(0.04		)
Year 2013	$	(32	)	$	(17	)	$	(0.06	)

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Retirement Programs (Net Pension and OPEB costs) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
U.S. Pension Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 34		$ 38
Interest cost	85		74
Pension settlements	7	[1]	9	[1]	9	[1]
Pension Plans Defined Benefit Member
Defined Benefit Plan Disclosure [Line Items]
Service cost	49		56		49
Interest cost	121		112		119
Expected return on plan assets	(155)		(149)		(153)
Net amortization and deferral	60		91		68
Net periodic benefit cost before pension settlement charge	75		110		83
Pension settlements	7	[1]	9	[1]	10	[1]
Net periodic benefit cost	82		119		93
Other Postretirement Benefit Plans Defined Benefit
Defined Benefit Plan Disclosure [Line Items]
Service cost	4		5		4
Interest cost	11		11		12
Net amortization and deferral	(8)		(5)		(7)
Net periodic benefit cost before pension settlement charge	7		11		9
Net periodic benefit cost	$ 7		$ 11		$ 9

[1] * 2014 includes a $7 millions charge in the fourth quarter related to one-time lump sum benefit payment of vested pension benefits to certain former employees. 2012 and 2013 includes a $9 million charge in the third quarter primarily related to the retirement of senior managers in the United States (see Note 2)

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Debt (Tables)

12 Months Ended

Dec. 31, 2014

Debt (Tables) [Abstract]

Long-term And Short-term Debt Table

The following is a summary of Praxair’s outstanding debt at December 31, 2014 and 2013:

(Millions of dollars)	2014			2013
Short-term
Commercial paper and U.S. bank borrowings	$	514		$	712
Other bank borrowings (primarily international)	73			70
Total short-term debt	587			782
Long-term
U.S. borrowings
4.375% Notes due 2014 (a)	—			300
4.625% Notes due 2015 (b)	500			500
3.25% Notes due 2015 (b, d)	408			418
0.75% Notes due 2016	400			400
5.375% Notes due 2016 (a)	—			400
5.20% Notes due 2017	325			325
1.05% Notes due 2017	400			400
1.20% Notes due 2018	500			500
1.25% Notes due 2018 (c, d)	481			478
4.50% Notes due 2019 (c)	599			598
1.90% Notes due 2019	500			500
1.50% Euro denominated notes due 2020 (c, e)	722			—
4.05% Notes due 2021 (c)	499			498
3.00% Notes due 2021 (c)	497			497
2.45% Notes due 2022 (c)	598			598
2.20% Notes due 2022 (c)	499			499
2.70% Notes due 2023 (c)	499			498
1.625% Euro denominated notes due 2025 (c, e)	599			—
3.55% Notes due 2042 (c)	466			466
Other	4			5
International bank borrowings	167			140
Obligations under capital lease	8			9
	8,671			8,029
Less: current portion of long-term debt	(2		)	(3		)
Total long-term debt	8,669			8,026
Total debt	$	9,258		$	8,811

________________________

(a) In March 2014, Praxair repaid $300 million of 4.375% notes that became due. In December of 2014, Praxair redeemed $400 million of 5.375% notes due November 2016 for $434 million resulting in an $36 million bond redemption charge (see Note 7).

(b) Classified as long-term because of the Company’s intent to refinance this debt on a long-term basis and the availability of such financing under the terms of an existing $2.5 billion long-term credit facility.

(c) Amounts are net of unamortized discounts.

(d) December 31, 2014 and 2013 include a $14 million and $22 million fair value increase, respectively, related to hedge accounting. See Note 12 for additional information.

(e) During 2014, Praxair issued the following Euro-denominated notes totaling €1.1 billion: €600 million of 1.50% Euro-denominated notes due 2020 and €500 million of 1.625% Euro-denominated notes due 2025. These debt issuances have been designated as a hedges of the net investment position in European operations where the Euro is the functional currency (see Note 12). The proceeds of this debt issuance were used for general corporate purposes, including acquisitions, repayment of debt and share repurchases under the company's share repurchase program. Since the time the Euro-denominated notes were first issued in March 2014 through December 31, 2014, exchange rate movements have reduced long-term debt by $125 million.

Credit Facilities Table

At December 31, 2014, the company has the following major credit facility available for future borrowing:

Millions of dollars	Total Facility		Borrowings Outstanding		Available for Borrowing		Expires
Senior Unsecured	$	2,500	$	—	$	2,500	December 2019

Expected Maturities On Long-term Debt Table

Expected maturities on long-term debt are as follows:

(Millions of dollars)
2015	$	2	*
2016	407
2017	775
2018	1,083
2019	2,008		*
Thereafter	4,396
	$	8,671

________________________

*    $908 million of debt due in 2015 has been reflected in 2019 maturities due to the company’s intent to refinance this debt on a long-term basis and the ability to do so under the $2.5 billion senior unsecured credit facility with a syndicate of banks which expires in 2019.

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Financial Instruments

12 Months Ended

Dec. 31, 2014

Derivative Instruments and Hedges, Assets [Abstract]

Financial Instruments

NOTE 12. 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 December 31, 2014 and 2013 for consolidated subsidiaries:

					Fair Value
(Millions of dollars)	Notional Amounts				Assets				Liabilities
December 31,	2014		2013		2014		2013		2014		2013
Derivatives Not Designated as Hedging Instruments:
Currency contracts:
Balance sheet items (a)	$	2,427	$	2,197	$	5	$	4	$	13	$	14
Derivatives Designated as Hedging Instruments:
Currency contracts:
Forecasted purchases (a)	$	—	$	5	$	—	$	—	$	—	$	—
Interest rate contracts:
Interest rate swaps (b)	875		875		14		22		—		—
Total Hedges	$	875	$	880	$	14	$	22	$	—	$	—
Total Derivatives	$	3,302	$	3,077	$	19	$	26	$	13	$	14

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

(b) Assets are recorded in other current and other long term assets.

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. The fair value adjustments on these contracts are offset by the fair value adjustments recorded on the hedged assets and liabilities.

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 Hedges

Praxair has designated the €600 million ($722 million million as of December 31, 2014)1.50% Euro-denominated notes due 2020 and the €500 million ($599 million as of December 31, 2014) 1.625% Euro-denominated notes due 2025 as hedges 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 the time the Euro-denominated notes were first issued in March 2014 through December 31, 2014, exchange rate movements have reduced long-term debt by $125 million, with the offsetting gain shown within the cumulative translation component of AOCI in the consolidated balance sheets and the consolidated statements of comprehensive income (loss).

Interest Rate Contracts

Outstanding Interest Rate Swaps

At December 31, 2014, Praxair had $875 million notional amount of interest-rate swap agreements outstanding related to the $400 million3.25% fixed-rate notes that mature in 2015 and the $475 million1.25% notes that mature 2018, which effectively convert fixed-rate interest to variable-rate interest. These swap agreements were designated as fair value hedges with the resulting fair value adjustments recognized in earnings along with an equally offsetting charge / benefit to earnings for the changes in the fair value of the underlying debt instruments. At December 31, 2014, $14 million was recognized as an increase in the fair value of this note ($22 million at December 31, 2013).

Terminated Interest Rate Swaps

During 2010, 2011 and 2012 Praxair terminated three interest rate swap agreements which were previously designated as fair value hedges related to fixed-rate notes due in 2012 and 2013. The unrecognized gain existing upon termination of the swaps was received in cash and shown as an increase to the respective long-term notes. This deferred gain was then recognized on a straight-line basis to interest expense – net over the term of the underlying debt agreements. During 2013 and 2012, $4 million and $15 million, respectively, was recognized as a reduction to interest expense – net.

Terminated Treasury Rate Locks

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

					Unrecognized Gain / (Loss) (a)
(Millions of dollars)	Year Terminated	Original Gain / (Loss)			December 31, 2014			December 31, 2013
Treasury Rate Locks
Underlying debt instrument:
$500 million 2.20% fixed-rate notes that mature in 2022 (b)	2012	$	(2	)	$	(1	)	$	(2	)
$500 million 3.00% fixed-rate notes that mature in 2021 (b)	2011	(11		)	(8		)	(9		)
$600 million 4.50% fixed-rate notes that mature in 2019 (b)	2009	16			8			10
$500 million 4.625% fixed-rate notes that mature in 2015 (b)	2008	(7		)	—			(1		)
Total – pre-tax					$	(1	)	$	(2	)
Less: income taxes					—			1
After- tax amounts					$	(1	)	$	(1	)

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(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 of 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 million4.50% 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 not designated as hedging instruments on the consolidated statements of income:

(Millions of dollars)	Amount of Pre-Tax Gain (Loss)     Recognized in Earnings *
December 31,	2014			2013			2012
Derivatives Not Designated as Hedging Instruments
Currency contracts:
Balance sheet items:
Debt-related	$	(69	)	$	(46	)	$	33
Other balance sheet items	(2		)	(9		)	(1		)
Anticipated net income	—			—			(4		)
Total	$	(71	)	$	(55	)	$	28

* 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 impact of the company's derivatives designated as hedging instruments that impact AOCI:

(Millions of dollars)	Amount of Gain (Loss) Recognized in AOCI
December 31,	2014			2013		2012
Derivatives Designated as Hedging Instruments**
Currency contracts:
Net Investment hedge	$	(6	)	$	—	$	—
Forecasted purchases	$	1		$	1	$	1
Interest rate contracts:
Treasury rate locks	—			—		(2		)
Total – Pre tax	$	(5	)	$	1	$	(1	)
Less: income taxes	2			—		1
Total - Net of Taxes	$	(3	)	$	1	$	—

** 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 condensed consolidated statements of comprehensive income. The gains (losses) on forecasted purchases and 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 2014 or 2013. The gains (losses) on net investment hedges are reclassified to earnings only when the related currency translation adjustments are required to be reclassified, usually upon sale or liquidation of the investment. The gains (losses) for interest rate contracts are reclassified to earnings as interest expense –net on a straight-line basis over the remaining maturity of the underlying debt. Net losses of less than $1 million are expected to be reclassified to earnings during 2015.