PR Retirement Plan 2013 11K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
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ý | ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2013
OR
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¨ | TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 1-11037
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A. | Full title of the Plan and the address of the Plan, if different from that of the issuer named below: |
The Savings Program for Employees of Praxair Puerto Rico B.V. and
Its Participating Subsidiary Companies
P.O. Box 307
Gurabo, Puerto Rico 00778
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B. | Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office: |
Praxair, Inc.
39 Old Ridgebury Road
Danbury, Connecticut 06810-5113
All other schedules required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 (ERISA) have been omitted because they are not applicable.
Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of
The Savings Program for Employees of Praxair Puerto Rico B.V. and
Its Participating Subsidiary Companies
Gurabo, Puerto Rico
We have audited the accompanying statements of net assets available for benefits of The Savings Program for Employees of Praxair Puerto Rico B.V. and Its Participating Subsidiary Companies (the “Plan”) as of December 31, 2013 and 2012, and the related statement of changes in net assets available for benefits for the year ended December 31, 2013. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes 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, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2013 and 2012, and the changes in net assets available for benefits for the year ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2013 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ BDO USA, LLP
Philadelphia, Pennsylvania
May 30, 2014
The Savings Program for Employees of Praxair Puerto Rico B.V. and Its Participating Subsidiary Companies
Statements of Net Assets Available for Benefits
as of December 31, 2013 and 2012
______________________________________________________________________________________________________
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| | December 31, |
| | 2013 | | 2012 |
Assets: | | | | |
Investments, at fair value (Notes 4 and 5): | | $ | 5,547,923 |
| | $ | 5,170,867 |
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Receivables: | | | | |
Employer contributions | | 899 |
| | 3,705 |
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Participant contributions | | 2,050 |
| | 2,039 |
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Due from broker | | — |
| | 2,374 |
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Dividends and interest | | 15 |
| | 4 |
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Notes receivable from participants | | 442,453 |
| | 438,440 |
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| | 445,417 |
| | 446,562 |
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Total Assets | | 5,993,340 |
| | 5,617,429 |
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Liabilities: | | | | |
Due to Broker | | — |
| | 1,410 |
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Net Assets Available for Benefits | | $ | 5,993,340 |
| | $ | 5,616,019 |
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The accompanying notes are an integral part of these financial statements.
The Savings Program for Employees of Praxair Puerto Rico B.V. and Its Participating Subsidiary Companies
Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 2013
______________________________________________________________________________________________________
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Additions to (Deductions from) Net Assets | |
Contributions: | |
Participants | $ | 237,323 |
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Employer | 103,475 |
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Rollovers from other plans (Note 2) | 16,899 |
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Total Contributions | 357,697 |
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Investment income: | |
Net appreciation in fair value of investments (Note 4) | 810,826 |
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Dividends and interest | 119,726 |
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Total net investment income | 930,552 |
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Interest on notes receivable from participants | 38,657 |
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Benefit payments to participants | (949,585 | ) |
Net Increase In Net Assets Available for Benefits | 377,321 |
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Net Assets Available for Benefits | |
Beginning of year | 5,616,019 |
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End of year | $ | 5,993,340 |
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The accompanying notes are an integral part of these financial statements.
The Savings Program for Employees of Praxair Puerto Rico B.V. and Its Participating Subsidiary Companies
Notes to Financial Statements
December 31, 2013 and 2012
Note 1 - Inception of the Plan
The Savings Program for Employees of Praxair Puerto Rico B.V. and Its Participating Subsidiary Companies (the “Plan”) was established on March 1, 1995 by Praxair Puerto Rico B.V. (the “Company”).
Note 2 - Description of the Plan
The Plan is a tax-qualified retirement plan. The following is a general description of the Plan. Participants should refer to the Plan document, as amended by the Popular Master Defined Contribution Retirement Plan Profit Sharing Plan with Cash or Deferred Arrangement Plan Adoption Agreement effective October 1, 2012 for a complete description of the Plan’s provisions.
General
The Plan is a defined contribution plan and is administered by the Administrative Committee of The Savings Program for Employees of Praxair Puerto Rico B.V. and Its Participating Subsidiary Companies (the “Administrator”). The Trustee and recordkeeper of the Plan's assets is Banco Popular de Puerto Rico. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
Eligibility
An employee of the Company is eligible to participate in the Plan if he or she is a minimum of 18 years of age and has completed 90 days of service.
Contributions
Participant contributions to the Plan are made through payroll deductions. Plan participants generally may elect to contribute a percentage of their eligible compensation on either a before-tax and/or after-tax basis. Participants’ before-tax contributions are limited to an annual statutory amount, which amounted to $15,000 in 2013.
Participants who reach age 50 by the close of the Plan year are eligible to make catch-up contributions. Catch-up contributions are limited to $1,500 per Plan year (or such other limit as may be imposed through amendment to the Puerto Rico Internal Revenue Code for a New Puerto Rico, as amended (“2011 PR Code”). No matching contributions will be made with respect to such catch up contributions.
For participants employed by the Company prior to October 1, 2012, the Plan provides for a Company matching contribution equal to 70% of the first 2.5% of a participant’s eligible compensation contributed to the Plan and 40% of the next 5% of the participant’s eligible compensation contributed to the Plan. For participants hired on or after October 1, 2012, the Company will make a matching contribution equal to 100% of the first 5% of a participant's eligible compensation contributed to the Plan. Company matching contributions to the Plan are made in cash and are invested in accordance with each participant’s investment direction.
Participants’ Account Activity
Participant accounts are credited with participant and Company contributions and investment returns which are based upon each participant’s investment direction. Participant accounts are charged for withdrawals. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Vesting
Employees are fully vested at all times in their own contributions, company matching contributions, and rollover contributions. In the event of termination of employment from the Company, Plan participants receive all amounts credited to their accounts.
Investment Options
Plan participants may direct the investment of their Plan accounts among various investment options offered by the Plan listed below:
The Savings Program for Employees of Praxair Puerto Rico B.V. and Its Participating Subsidiary Companies
Notes to Financial Statements
December 31, 2013 and 2012
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• | Praxair, Inc. common stock |
Participants may change the investment election of their contributions and existing balances on a daily basis.
Withdrawals and Distributions
Plan participants may generally withdraw after-tax contributions from their account balances while working and, in limited cases (as defined in the Plan's provisions), may withdraw before-tax contributions. Mandatory distributions from the Plan are required to begin no later than April 1 of the year following the year in which a participant attains age 70 1/2 or retires from service with the Company, whichever is later. Actively employed participants may begin receiving distributions of pre-tax contributions at 59 1/2.
Notes Receivable from Participants (Participant Loans)
The Plan generally permits participants to borrow from their accounts a minimum of $1,000 up to the lesser of $50,000 or 50% of their vested account balances. Participants are permitted to have only one loan outstanding at any time. Certain other restrictions apply, as defined in the Plan.
Loans are repaid during fixed terms not to exceed five years (ten years if used to purchase a primary residence). Principal and interest are paid ratably, generally through payroll deductions. The loans are collateralized by the balance in the participant’s account and bear interest at a fixed rate since Plan inception of 9%. A loan application fee of $125 is charged to the participant’s account for each new loan.
Loans to participants are carried at unpaid principal balance plus accrued but unpaid interest. No allowances for credit losses have been recorded as of December 31, 2013 and 2012. Delinquent participant loans are recorded as a distribution in accordance with the terms of the Plan and applicable law.
Rollovers
Rollovers represent transfers of account balances of certain participants into certain investments of the Plan from other qualified plans or from individual retirement accounts.
Unclaimed Benefits and Forfeitures
The benefit payable on behalf of a participant who cannot be located by the Administrator is forfeited at such time as the Administrator has made the determination. However, the forfeiture will be restored to the participant's account by the Administrator if such participant subsequently makes a valid claim for the benefit.
Note 3 - Summary of Significant Accounting Policies
Method of Accounting
The financial statements of the Plan are prepared under the accrual method of accounting.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of income and expenses during the reporting period. Actual results could differ from those estimates.
Payment of Benefits
Benefits are recorded when paid.
The Savings Program for Employees of Praxair Puerto Rico B.V. and Its Participating Subsidiary Companies
Notes to Financial Statements
December 31, 2013 and 2012
Investment Valuation and Income Recognition
Plan investments are reported at fair value which is determined based upon quoted market prices or using observable market based inputs, other than quoted market prices, for similar investments. Funds are valued on a daily basis. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year-end.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
The Plan presents in the Statement of Changes in Net Assets Available for Benefits the net appreciation in the fair value of its investments, which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments.
Risks and Uncertainties
The Plan provides for various investment options that invest in any combination of stocks, bonds, and fixed income securities and other investment securities. These investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk and uncertainty associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statement of Net Assets Available for Benefits.
Note 4 - Investments
Individual investments held by the Plan that exceed five percent or more of the Plan’s net assets available for benefits at December 31, 2013 and 2012, respectively, are noted below:
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| | 2013 | | 2012 |
Praxair, Inc. Common Stock | | $ | 3,470,761 |
| | $ | 3,800,323 |
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American Funds Washington Mutual Investors Fund | | 422,651 |
| | 303,510 |
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Vanguard 500 Index Fund | | 419,759 |
| | 292,243 |
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PIMCO Total Return Fund Admin | | 402,067 |
| | 388,496 |
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Banco Popular Puerto Rico Time Deposit | | 323,477 |
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* | Not applicable, investment amount is below five percent |
Effective January 2, 2013, the following T. Rowe Price Target Retirement Funds were added as investment options under the Plan:
•T. Rowe Price Target Retirement 2015
•T. Rowe Price Target Retirement 2025
•T. Rowe Price Target Retirement 2035
•T. Rowe Price Target Retirement 2045
•T. Rowe Price Target Retirement 2055
During 2013, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows:
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| Year Ended December 31, 2013 |
Praxair, Inc. common stock | $ | 603,258 |
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Mutual funds | 207,568 |
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| $ | 810,826 |
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The Savings Program for Employees of Praxair Puerto Rico B.V. and Its Participating Subsidiary Companies
Notes to Financial Statements
December 31, 2013 and 2012
Note 5 - Fair Value Measurement
The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value in 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) and significant to the fair value measurement
The asset or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs.
The following tables summarize investment assets measured at fair value at December 31, 2013 and 2012:
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| | Investment Assets at Fair Value at December 31, 2013 | | |
| | Level 1 | | Level 2 | | Level 3 | | Total |
Mutual funds: | | | | | | | | |
Large-Cap | | $ | 910,976 |
| | $ | — |
| | $ | — |
| | $ | 910,976 |
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Small-Cap | | 52,963 |
| | — |
| | — |
| | 52,963 |
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Balanced | | 213,722 |
| | — |
| | — |
| | 213,722 |
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Fixed income | | 434,596 |
| | — |
| | — |
| | 434,596 |
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International | | 12,847 |
| | — |
| | — |
| | 12,847 |
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Praxair, Inc. common stock | | 3,470,761 |
| | — |
| | — |
| | 3,470,761 |
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Cash equivalents | | 452,058 |
| | — |
| | — |
| | 452,058 |
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Total | | $ | 5,547,923 |
| | $ | — |
| | $ | — |
| | $ | 5,547,923 |
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| | Investment Assets at Fair Value at December 31, 2012 | | |
| | Level 1 | | Level 2 | | Level 3 | | Total |
Mutual funds: | | | | | | | | |
Large-Cap | | $ | 632,892 |
| | $ | — |
| | $ | — |
| | $ | 632,892 |
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Small-Cap | | 29,123 |
| | — |
| | — |
| | 29,123 |
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Balanced | | 135,708 |
| | — |
| | — |
| | 135,708 |
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Fixed income | | 422,051 |
| | — |
| | — |
| | 422,051 |
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International | | 5,903 |
| | | | | | 5,903 |
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Praxair, Inc. common stock | | 3,800,323 |
| | — |
| | — |
| | 3,800,323 |
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Cash equivalents | | 144,867 |
| | — |
| | — |
| | 144,867 |
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Total | | $ | 5,170,867 |
| | $ | — |
| | $ | — |
| | $ | 5,170,867 |
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There are no plan liabilities required to be recorded at fair value at December 31, 2013 and 2012.
The following is a description of the valuation methodologies for the Plan assets measured at fair value. There have been no changes to the methodologies used at December 31, 2013 and 2012.
Mutual Funds – Large Cap – This class primarily consists of publicly traded funds of registered investment companies. The mutual funds invest primarily in marketable equity securities with companies that have large market capitalizations. The fair value of these investments is determined by reference to the fair value of the underlying securities of the mutual funds. The net asset value of the mutual fund’s shares is the closing price as quoted on the exchange where the fund is traded and, therefore, classified as Level 1 within the valuation hierarchy.
Mutual Funds – Mid-Cap – This class primarily consists of publicly traded funds of registered investment companies. The mutual funds invest primarily in marketable equity securities with companies that have moderate market capitalizations. The fair value of these investments is determined by reference to the fair value of the underlying securities of the mutual funds. The
The Savings Program for Employees of Praxair Puerto Rico B.V. and Its Participating Subsidiary Companies
Notes to Financial Statements
December 31, 2013 and 2012
net asset value of the mutual fund’s shares is the closing price as quoted on the exchange where the fund is traded and, therefore, classified as Level 1 within the valuation hierarchy.
Mutual Funds – Small-Cap – This class primarily consists of publicly traded funds of registered investment companies. The mutual funds invest primarily in marketable equity securities with companies that have small market capitalizations. The fair value of these investments is determined by reference to the fair value of the underlying securities of the mutual funds. The net asset value of the mutual fund’s shares is the closing price as quoted on the exchange where the fund is traded and, therefore, classified as Level 1 within the valuation hierarchy.
Mutual Funds – Balanced – This class primarily consists of publicly traded funds of registered investment companies. The mutual funds invest primarily in marketable equity and fixed income securities. The fair value of these investments is determined by reference to the fair value of the underlying securities of the mutual funds. The net asset value of the mutual fund’s shares is the closing price as quoted on the exchange where the fund is traded and, therefore, classified as Level 1 within the valuation hierarchy.
Mutual Funds – Fixed Income – This class primarily consists of publicly traded funds of registered investment companies. The mutual funds invest primarily in fixed income securities within the domestic market. The fair value of these investments is determined by reference to the fair value of the underlying securities of the mutual funds. The net asset value of the mutual fund’s shares is the closing price as quoted on the exchange where the fund is traded and, therefore, classified as Level 1 within the valuation hierarchy.
Mutual Funds – International – This class primarily consists of publicly traded funds of registered investment companies. The mutual funds invest primarily in international marketable equity securities. The fair value of these investments is determined by reference to the fair value of the underlying securities of the mutual funds. The net asset value of the mutual fund’s shares is the closing price as quoted on the exchange where the fund is traded and, therefore, classified as Level 1 within the valuation hierarchy.
Cash Equivalents – This class consists of short-term money market investments. Due to the short-term maturities of these investments, cash equivalents are valued at cost, which approximates fair value. Cash equivalents are classified as Level 1 within the fair value hierarchy.
Praxair, Inc. Common Stock – The Praxair, Inc. common stock class is valued at quoted closing market prices from a national securities exchange. The Praxair, Inc. common stock is classified as Level 1 within the valuation hierarchy.
Note 6 - Tax Status
The Plan qualifies under sections 1081.01 of 2011 PR Code and complies with all applicable requirements of both Title I of ERISA and the 2011 PR Code. The Plan is comprised of the Banco Popular Master Defined Contribution Retirement Plan and received a favorable determination letter from the Hacienda dated February 12, 2013. Prior to the letter dated February 12, 2013, the Plan received a letter dated July 21, 2010 from the Hacienda. The Plan administrator believes that in design and operation, the Plan continues to operate in compliance with applicable law.
Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination. The Administrator has analyzed the tax positions taken by the Plan and has concluded that, as of December 31, 2013, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Administrator believes the Plan is no longer subject to income tax examinations for years prior to 2010.
Note 7 - Plan Expenses
Fees incurred by the Plan for investment management services are included in net appreciation in fair value of investments. Transfer taxes and other costs and expenses, if any, except administrative costs of the Company associated with the sale and transfer of Praxair common stock, are deducted from the sale proceeds or charged to the participant account (for purchases). For the year ended December 31, 2013, the Company paid all costs of Plan administration and expenses of collecting and
The Savings Program for Employees of Praxair Puerto Rico B.V. and Its Participating Subsidiary Companies
Notes to Financial Statements
December 31, 2013 and 2012
distributing amounts from and to the participants. Amounts paid by the Company for Plan expenses during 2013 were insignificant.
Note 8 - Parties-in-Interest Transactions
Certain Plan investments are shares of mutual funds managed by Banco Popular de Puerto Rico. Banco Popular de Puerto Rico is the trustee as defined by the Plan; therefore, these transactions qualify as party-in-interest transactions. Certain Plan investments include shares of common stock of Praxair, Inc., the Company’s parent company; therefore, these transactions qualify as party-in-interest transactions. Loans to participants also qualify as party-in-interest transactions.
Note 9 - Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan's provisions to terminate the Plan at its sole discretion. Upon such termination, the net assets of the Plan will be distributed or sold exclusively for the benefit of the participants (or their beneficiaries). Upon such termination, participants would remain 100% vested.
The Savings Program for Employees of Praxair Puerto Rico B.V. and Its Participating Subsidiary Companies
EIN: 66-0605193, Plan Number: 001
Schedule H, line 4i – Schedule of Assets (Held at End of Year)
as of December 31, 2013
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(a) | (b) Identity of issue, borrower, lessor or similar party | (c) Description of investment including maturity date, rate of interest, collateral, par or maturity value | (d) Cost | (e) Current value |
* | Praxair, Inc. | Common Stock | ** | $ | 3,470,761 |
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| American Funds Washington Mutual Investors Fund | Mutual Fund | ** | 422,651 |
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| Vanguard 500 Index Fund | Mutual Fund | ** | 419,759 |
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| PIMCO Total Return Fund Admin | Mutual Fund | ** | 402,067 |
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* | Banco Popular Puerto Rico Time Deposit | Cash Equivalent | ** | 323,477 |
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| Federated Government Obligations | Money Market Fund | ** | 128,581 |
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| Price T Rowe Retirement 2030 Fund | Mutual Fund | ** | 81,153 |
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| Harbor Capital Appreciation Fund | Mutual Fund | ** | 68,566 |
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| Loomis Sayles Small Cap Value Fund | Mutual Fund | ** | 52,963 |
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| Price T Rowe Retirement 2040 Fund | Mutual Fund | ** | 35,105 |
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| Wells Fargo Advantage Government Sec Fund | Mutual Fund | ** | 32,529 |
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| Price T Rowe Retirement 2045 Fund | Mutual Fund | ** | 29,432 |
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| Price T Rowe Retirement 2020 Fund | Mutual Fund | ** | 19,853 |
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| Price T Rowe Retirement 2035 Fund | Mutual Fund | ** | 14,698 |
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| Price T Rowe Retirement 2010 Fund | Mutual Fund | ** | 14,540 |
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| Price T Rowe Retirement 2050 Fund | Mutual Fund | ** | 12,923 |
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| Harbor International Adm | Mutual Fund | ** | 12,847 |
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| Price T Rowe Retirement 2015 Fund | Mutual Fund | ** | 6,018 |
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| Total investments, at fair value | | | 5,547,923 |
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* | Notes receivable from participants | Interest rate of 9%, various maturities | $ | — |
| 442,453 |
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| Total investments, at fair value and notes receivable from participants | $ | 5,990,376 |
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* | Party-in-interest as defined by ERISA |
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** | Cost information is not required for participant directed investments and, therefore, is not included |
Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrator of the Plan has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.
The Savings Program for Employees of Praxair Puerto Rico B.V. and Its Participating Subsidiary Companies
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Date: May 30, 2014 | | | | By: | | /s/ Marcos Cuevas |
| | | | | | Marcos Cuevas |
| | | | | | Managing Director, Praxair Puerto |
| | | | | | Rico, Inc. and member of the Administrative |
| | | | | | Committee of The Savings Program for Employees |
| | | | | | of Praxair Puerto Rico B.V. and Its Participating |
| | | | | | Subsidiary Companies |
| | | |
| | | | | | (On behalf of the Plan) |
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Exhibit No. | | Description |
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23.01 | | Consent of Independent Registered Public Accounting Firm |
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