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2012 Reference Document 2012 REFERENCE DOCUMENT INCLUDING THE CORPORATE SOCIAL RESPONSIBILITY AND SustAINABLE DEVELOPMENT REPort ort P E R MENT P O L E 2012 Annual Report website, 2012 Annual Report Innovate app V tablet and smartphone compatible for tablets E D E ABL IN A ust S ND Y A Y IT L I IB ONS P AirLiquideCorp www.airliquide.com @AirLiquideGroup ES AL R AL OCI S TE A OR P OR C E H T G G Shareholder Services Contact us directly through the website: Shareholders Lounge UDIN http://contact.shareholders.airliquide.com L + 33 1 57 05 02 26 Open Monday-Friday From outside France From 9:00 am to 6:00 pm (GMT +1) NC I e DOCUMENT REFERENCE 2012 75, quai d’Orsay – Paris 7 FREE FROM A FRENCH LANDLINE France Investor Relations Contact us directly through the website: + 33 1 40 62 51 50 http://contact.investors.airliquide.com INNOVATE AIR LIQUIDE - COMPANY ESTABLISHED FOR THE STUDY AND APPLIcaTION OF PROCESSES DEVELOPED BY GEORGES ClaUDE WITH ISSUED caPITal OF 1,717,874,856.50 euros THE WORLD LEADER IN GASES FOR INDUSTRY, HEALTH AND THE ENVIRONMENT Contents Air Liquide group profile 1 KEY FIGURES 2 4 FINANCIAL STATEMENTS 175 Financial indicators 2 Consolidated financial statements 177 Extra-Financial indicators 4 Statutory accounts of the parent company 253 Stock market indicators 6 5 ANNUAL GENERAL MEETING 2013 275 1 MANAGEMENT REPORT 9 Board of Directors’ Report on the resolutions History of the Air Liquide group 10 presented to the 2013 Combined Shareholders’ Activities and risk factors 13 Meeting 276 2012 Performance 29 Combined Shareholders’ Meeting – May 7, 2013 284 Investment cycle and financing strategy 43 Statutory Auditors’ Reports 298 Innovation 51 Strategy and outlook 54 6 ADDITIONAL INFORMATION 309 2012 CORPORATE SOCIAL Share capital 310 Responsibility and SUSTAINABLE General information 315 2 DEVELOPMENT REPORT 57 Trade payables 325 Introduction 58 Factors that may have an impact in the event Shareholders 59 of a takeover bid 326 Customers and patients 65 Person responsible for the Reference Document 328 Employees 70 Cross-reference table 329 Communities 80 Cross-reference table for the Annual Financial Report 333 Improve the environmental footprint 84 Glossary 334 Enhance business practices and governance 101 Innovate relentlessly 105 Reporting methodology 110 Ten-year consolidated financial summary 338 Independent verifier’s attestation and assurance report on social, environmental and societal information 112 Appendix 115 3 CORPORATE GOVERNANCE 117 Management and Control 118 Report from the chairman of the Board of Directors 120 Remuneration of the Executive Officers and Directors of L’Air Liquide S.A. 137 Statutory Auditors’ report 150 Transactions involving Company shares performed by corporate officers and members of Executive Management 151 Share subscription option plans and conditional grant of shares to employees (CGSE) 152 Employee savings and share ownership 159 Information concerning members of the Board of Directors and Executive Management 160 Statutory Auditors’ offices and remunerations 172 2012 Reference document including the Corporate Social Responsibility and Sustainable Development Report Air Liquide is the world leader in gases for industry, health and the environment, and is present in 80 countries with nearly 50,000 employees. In 2012, the Group’s revenues amounted to 15.3 billion euros. Oxygen, nitrogen, hydrogen and rare gases have been at the core of Air Liquide’s activities since its creation in 1902. Using these molecules, Air Liquide continuously reinvents its business, anticipating the needs of current and future markets. The Group innovates in the service of the society, to achieve growth and a consistent performance. Innovative technologies that curb polluting emissions, lower industry’s energy use, recover and reuse natural resources or develop the energies of tomorrow, such as hydrogen, biofuels or photovoltaic energy… Oxygen for hospitals, home healthcare, fighting nosocomial infections… Air Liquide combines many products and technologies to develop valuable applications and services not only for its customers but also for society. A partner for the long term, Air Liquide relies on employee commitment, customer trust and shareholder support to pursue its vision of sustainable, competitive growth. The diversity of Air Liquide’s teams, businesses, markets and geographic presence provides a solid and sustainable base for its development and strengthens its ability to push back its own limits, conquer new territories and build its future. Air Liquide explores the best that air can offer to preserve life, staying true to its Corporate Social Responsibility and Sustainable Development approach. Meet us on our website www.airliquide.com The original French version of this Reference document was fined with the French financial markets Authority (AMF), on March 14, 2013, in accordance with Article 212-13 of its General regulations. It may be used in support of any financial transaction if it is supplemented by a prospectus approved by the AMF. This document contains all information required for the Financial Annual report. It was prepared by the issuer and its signatories assume responsibility for it. This document is a free translation from French into English and has no other value than an informative one. Should there be any difference between the French and the English version, only the text in French language shall be deemed authentic and considered as expressing the exact information published by Air Liquide. A financial and technical glossary is provided at the end of the document – page 334. 2012 REFERENCE DOCUMENT AIR LIQUIDE 1 KEY FIGURES Financial indicators 2012 Revenue by activity (a) Group Other Activities 4% Engineering & Construction 5% Electronics Large Industries 8% 33% 15,326 Healthcare million euros 16% Industrial Merchant 34% Gas & Services World leader in Gas & Services Gas & Services 2012 revenue by geography (a) Y 23% Middle-East & Africa of sales in 3% developing economies Asia-Pacific in 2012 Europe 25% 50% 13,912 million euros Y 39% of Net investments Americas 22% located in developing economies in 2012 Gas & Services 2012 revenue by World Business Line Electronics Electronics Large Industries 1,222 million of euros 9% 5,015 million of euros -8% in 2012 (b) +6% in 2012 (b) +5% 5-year average +11% 5-year average Healthcare Large Industries 18% 36% 13,912 Healthcare million euros 2,482 million of euros +7% in 2012 (c) Industrial Merchant 5,193 million of euros +9% 5-year average Industrial Merchant (b) 37% +2% in 2012 +3% 5-year average 18.8% +6.1% Gas & Services Growth in current Operating operating income margin/Revenue for Gas & Services Numerous financial terms as well as their calculation method are explained in the Glossary provided at the end of this Reference Document. (a) Aggregate presented for financial information and from Consolidated financial statements. (b) Comparable growth, excluding currency, natural gas and significant perimeter impacts. (c) Growth excluding currency impact, compared to 2011, and 2011 revised to include the specialty ingredients activities in Healthcare. 2 2012 REFERENCE DOCUMENT AIR LIQUIDE KEY FIGURES Financial indicators Present in 49,500 Founded 80 countries employees in 1902 €2.9 billion €2.8 billion 18.9% 58% 2012 investment decisions 2012 Net capex (a) (b) 2012 capex/sales ratio (a) (b) 2012 gearing (a) 11.9% 2012 ROCE (c) Revenue (in millions of euros) Average annual growth over 30 years: +6.7% 2012-2011Growth: +6.0% 16,000 15,326 12,000 Performance 8,000 regularity 4,000 0 1982 1985 1988 1991 1994 1997 2000 2003 2006 2009 2012 Cash Flow from operating activities before changes Net profit (Group share) (in millions of euros) in working capital requirement (a) (in millions of euros) Average annual growth over 30 years: +9.4% Average annual growth over 30 years: +8.0% 2012-2011 Growth: +4.9% 2012-2011 Growth: +6.8% 2,913 1,800 3,000 1,609 2,500 1,500 2,000 1,200 1,500 900 1,000 600 500 300 0 0 1982 1985 1988 1991 1994 1997 2000 2003 2006 2009 2012 1982 1985 1988 1991 1994 1997 2000 2003 2006 2009 2012 (a) Aggregate presented for financial information and from Consolidated financial statements. (b) Industrial and financial, including transactions with minority shareholders. (c) Pro forma, including impact of LVL Médical and Gasmedi acquisitions. 2012 REFERENCE DOCUMENT AIR LIQUIDE 3 KEY FIGURES Extra-Financial indicators 4 Stakeholders EMPLOYEES 2012 employees by zone Middle-East & Africa 5% SHAREHOLDERS Asia-Pacific Europe 22% 53% 49,500 TSR (a) +13.9% employees per year as of December 31, 2012 80 for a registered shareholder over 10 years. countries Americas 20% Number of lost-time accidents and accident frequency (a) since 1992 300 8 7 250 234 214 6 214 207 200 192 188 194 179 5 164 167 153 153 150 147 144 135 134 136 135 137 138 4 4.3 131 131 4.2 3.8 3.7 3 100 3.4 3.4 3.2 2.9 2.8 2 2.4 2.3 2.3 2.3 2.3 50 2.1 2.1 1.9 1.8 1.7 1.7 1 1.5 0 0 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Number of lost-time accidents Accident frequency (b) CUSTOMERS AND PATIENTS COMMUNITIES In 2012: 1 million customers Air Liquide Foundation 1 million patients 126 projects in 33 countries supported since its creation supported by the Air Liquide Home Healthcare business line 42% in developing countries Customer and patient satisfaction surveys cover patients 66% of the Group sales 160 employees involved (a) Total Shareholder Return. (b) Number of lost-time accidents per million hours worked by Group
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