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Annual
2005
Report
and Report on sustainabledevelopment
www.airliquide.com
AIR LIQUIDE Rapport Annuel 2005
The Group’s profile
Present in over 70 countries, Air Liquide is the world leaderin industrial and medical gases and related services. The Group offers innovative solutions based on constantlyenhanced technologies. These solutions, which are consistentwith Air Liquide’s commitment to sustainable development,contribute to the manufacture of many everyday productsand help to preserve life.Founded in 1902, Air Liquide has developed a relationship oftrust and transparency with its shareholders, guided by theprinciples of corporate governance.
The world leader in industrial and medical gasesTotal sales: 10,435 million euros■ Gas and Services 88% ■ Related activities 12%
SalesGas and Services € 9,148 million● Industrial Customers 45%● Large Industries 30% ● Electronics 9% ● Healthcare 16%
Salesby geographic zone● Europe 56%● Americas 25% ● Asia-Pacific 17%● Africa and
Middle East 2%
Operating income recurring(1)
by geographic zone● Europe 61%● Americas 22%● Asia-Pacific 15%● Africa and
Middle East 2%
SalesRelated activities € 1,287 million● Welding materials 40%● Engineering
and Construction 33% ● Chemicals 16% ● Diving 11%
Men and womenby geographic zone● Europe 61%● Americas 21% ● Asia-Pacific 15% ● Africa and
Middle East 3%
10.4 billion euros insales almost
80% outside France
1 million customers
2,680 patentedinventions
Nearly 36,000employees
360,000 shareholders
(1) Excluding research centers and corporate.
I to XII
2
3
10
12
14
16
18
28
36
Creating value for shareholders
Message from the Chairman of theSupervisory Board
Interview with theChairman of theManagement Board
6Corporategovernance
SupervisoryBoard
SupervisoryBoard Report
Managementstructures
Key figures
IndustrialCustomers
The Air Liquidedynamic
LargeIndustries
RelatedActivities
44
52
60
Electronics
Healthcare
Annual Report and Report on sustainable development
67
91
165
191
203
231
247
269
273
279 All about Air Liquide
Highlights
The Group’s history
Air Liquidearoundthe world
The Group’s offer
ManagementReport
Consolidatedfinancial statements
Statutory accounts of theparent company
Report from the Chairman of theSupervisory Board
Resolutions to be put tothe Combined AnnualGeneral Shareholders’Meeting of May 10, 2006
Sustainabledevelopment: indicatorsand objectives
Ten year consolidated financialsummary
Glossaries(for words followed by an *)
Supplementary information for theReference Document
valu
e fo
r sh
areh
olde
rs
Cre
atin
g
II
Con
sid
erat
ion
and
res
pec
tfo
r al
l sha
reho
lder
s–
equa
lity
of a
ll sh
areh
olde
rs:
1 sh
are
= 1
vot
e (n
o do
uble
-vot
ing
right
s)
– re
spec
t of p
refe
rent
ial s
ubsc
riptio
n rig
hts
– ab
senc
e of
ant
i-tak
eove
r bi
d m
easu
res
– re
stric
tion
of re
solu
tions
pro
pose
d at
Sha
reho
lder
s’ M
eetin
gs to
gen
uine
corp
orat
e re
quire
men
ts
– cl
ear
and
effe
ctiv
e co
mm
unic
atio
nbe
twee
n th
e S
uper
viso
ry B
oard
and
the
Man
agem
ent B
oard
Sha
reho
lder
rem
uner
atio
nan
d in
crea
sed
inve
stm
ent
valu
e ov
er t
he lo
ng-t
erm
– st
eady
long
-ter
m g
row
th in
ear
ning
s
– st
rong
div
iden
d-pa
yout
pol
icy:
di
vide
nd a
nd b
onus
sha
res
– hi
gher
div
iden
d pa
yout
s fo
r loy
al re
gist
ered
shar
ehol
ders
List
enin
g to
and
info
rmin
g sh
areh
olde
rs–
Sha
reho
lder
s’ C
omm
unic
atio
n C
omm
ittee
,fre
quen
t mee
tings
with
sha
reho
lder
s
– re
gula
r pu
blic
atio
n of
info
rmat
ion
abou
tth
e C
ompa
ny
– tr
ansp
aren
cy a
nd c
larit
y of
fina
ncia
l in
form
atio
n pu
blis
hed
– co
nsis
tent
and
uni
form
acc
ount
ing
met
hods
– in
form
atio
n se
nt to
all
shar
ehol
ders
befo
re m
eetin
gs
Sha
reho
lder
Ser
vice
s–
twen
ty-m
embe
r S
hare
hold
er S
ervi
ces
team
ded
icat
ed to
indi
vidu
al s
hare
hold
erre
latio
ns
– pe
rson
aliz
ed a
nd lo
w-c
ost m
anag
emen
tof
dire
ctly
regi
ster
ed s
hare
acc
ount
s
Sha
reho
lder
s’ C
hart
erS
hare
hold
ers
are
the
focu
s of
Air
Liqu
ide’
s st
rate
gy. O
ur o
bjec
tive
is t
o in
crea
se t
he v
alue
of s
hare
hold
er in
vest
men
t thr
ough
stro
ng, s
tead
y gr
owth
in e
arni
ngs
and
divi
dend
s ov
er th
elo
ng te
rm. A
ir Li
quid
e’s
resp
onsi
bilit
y to
war
ds it
s sh
areh
olde
rs, f
orm
aliz
ed in
the
Sha
reho
lder
s’C
hart
er, i
s ba
sed
on t
he fo
llow
ing
four
com
mitm
ents
:
III
Sha
reho
lder
s ar
e ce
ntra
l to
the
conc
erns
of A
ir Li
quid
e an
d its
man
ager
s.E
very
dec
isio
n is
mad
e in
con
side
ratio
n of
the
med
ium
and
long
-ter
min
tere
sts
of s
hare
hold
ers.
Air
Liqu
ide
cons
ider
s th
eir
loya
lty o
ver
the
long
-te
rm to
be
a so
urce
of c
ontin
uity
in te
rms
of it
s st
rate
gy fo
r ac
hiev
ing
stro
ng e
arni
ngs
grow
th.
Sal
esin
milli
ons
of e
uros
Con
solid
ated
200
5 sa
les
amou
nted
to 1
0,43
5 m
illion
euro
s, a
n in
crea
se o
n 20
04 o
f+1
0.7%
.
On
a co
mpa
rabl
e ba
sis
(exc
ludi
ng c
urre
ncy,
nat
ural
gas
and
perim
eter
effe
cts)
,th
e in
crea
se w
as +
6.2%
,w
ith, i
n ad
ditio
n, a
per
imet
eref
fect
of +
1.8%
, inc
ludi
ngno
tabl
y th
e fu
ll ye
ar c
onso
li-da
tion
of th
e ac
tiviti
esac
quire
d fro
m M
esse
r.
Ste
ady,
sus
tain
ed g
row
th in
net e
arni
ngs
per
shar
e(3
)
In 2
005
+19
.8%
Ove
r 5
year
s +
8.3%
Ove
r 10
yea
rs
+9.
1%O
ver
20 y
ears
+
7.9%
Ove
r 30
yea
rs
+10
.3%
Net
ear
ning
s pe
r sh
are
adju
sted
(1)
in e
uros
(1) A
djus
ted
to a
ccou
nt fo
r bo
nus
shar
e is
sues
.(2
) Dat
a ca
lcul
ated
ove
r 30
yea
rs u
sing
acc
ount
ing
stan
dard
s in
forc
e at
the
time.
As
of J
anua
ry 1
, 200
5,st
anda
rds
have
cha
nged
. The
se n
ew s
tand
ards
wer
e us
ed fo
r fin
anci
al y
ears
200
4 an
d 20
05.
(3) W
eigh
ted
aver
age
annu
al g
row
th in
net
ear
ning
s pe
r sh
are
(adj
uste
d).
IV
1975
1977
1979
1981
1983
1985
1987
1989
1991
1993
1995
1997
1999
2001
20032
004200
5
8,40
0
6,30
0
4,20
0
2,10
0 0
+9.2
% a
vera
ge a
nnua
l gro
wth
(2)
+10.
3% a
vera
ge a
nnua
l gro
wth
(2)
10,5
00
1975
1977
1979
1981
1983
1985
1987
1989
1991
1993
1995
1997
1999
2001
6 4 2 08
2003
} IFRS
20042
005 } IFRS
Cre
atin
g va
lue
Per
form
ance
over
30
year
s
Cas
h flo
win
milli
ons
of e
uros
Div
iden
d pe
r sh
are
adju
sted
(1)
in e
uros
Div
iden
d* p
ropo
sed
for f
isca
l yea
r20
05•
3.85
eur
os p
er s
hare
, an
incr
ease
of +
10%
ove
r 200
4.•
Dis
trib
utio
n ra
te o
f 46.
3% o
fne
t ear
ning
s*.
•In
com
plia
nce
with
the
Art
icle
sof
Ass
ocia
tion,
regi
ster
ed
shar
ehol
ders
who
hav
e he
ld th
eir
shar
es c
ontin
uous
ly s
ince
Dec
embe
r 31
, 200
3, w
ill re
ceiv
ea
bonu
s eq
ual t
o 10
% o
f the
divi
dend
pai
d.
Ove
r a
ten-
year
per
iod
• D
ivid
end
dist
ribut
ion
regu
larly
incr
ease
d, o
n av
erag
e +
11.9
%a
year
,•
Ave
rage
dis
trib
utio
n ra
te o
f43
% o
f net
ear
ning
s.(1
) Adj
uste
d to
acc
ount
for
bonu
s sh
are
issu
es.
(2) D
ata
calc
ulat
ed o
ver
30 y
ears
usi
ng a
ccou
ntin
g st
anda
rds
in fo
rce
at th
e tim
e. A
s of
Jan
uary
1, 2
005,
st
anda
rds
have
cha
nged
. The
se n
ew s
tand
ards
wer
e us
ed fo
r fin
anci
al y
ears
200
4 an
d 20
05.
V
1975
1977
1979
1981
1983
1985
1987
1989
1991
1993
1995
1997
1999
2001
3 2 1 04
1975
1977
1979
1981
1983
1985
1987
1989
1991
1993
1995
1997
1999
2001
+10.
6% a
vera
ge a
nnua
l gro
wth
(2)
+9.8
% a
vera
ge a
nnua
l gro
wth
(2)
1,50
0
1,00
0
500 0
2,00
0
2003
2003200
42005 } IFR
S
20042
005 } IFRS
Sha
reho
lder
rem
uner
atio
n an
d in
crea
sed
inve
stm
ent v
alue
ove
r th
e lo
ng-t
erm
• Th
e di
vide
nd*
(net
div
iden
d in
clud
ing
tax
cred
it) is
rein
vest
ed in
sha
res
on th
e fir
st o
peni
ng d
ay o
f the
Sto
ck E
xcha
nge
afte
r di
strib
utio
n.
• Fr
actio
ns*
stem
min
g fro
m b
onus
sha
re a
lloca
tions
are
conv
erte
d in
to fr
actio
nal s
hare
s.
Cha
nges
in s
hare
cap
ital
Cal
cula
tion
met
hod
Num
ber
of s
hare
s as
of
12.3
1.20
0410
9,18
0,82
3
Em
ploy
ee s
hare
su
bscr
iptio
n43
5,92
7
Exe
rcis
e of
opt
ions
271,
725
Can
cella
tion
of
trea
sury
sto
ck-3
50,0
00
Num
ber
of
shar
es a
s at
12
.31.
2005
109,
538,
475
360,
000
indi
vidu
al s
hare
hold
ers
31%
of s
hare
s re
gist
ered
1.2%
of c
apita
l hel
d by
Gro
up e
mpl
oyee
s
To th
e C
ompa
ny’s
kno
wle
dge,
no
sha
reho
lder
hol
ds m
ore
than
5%of
the
capi
tal
Cre
atin
g va
lue
Por
tfol
io g
row
thVa
lue,
bef
ore
tax,
as
at D
ecem
ber
31, 2
005,
of a
por
tfolio
of A
ir Li
quid
esh
ares
incl
udin
g re
inve
sted
gro
ss d
ivid
ends
*, b
onus
sha
res
and
loya
ltybo
nuse
s:
Dur
atio
nM
ultip
licat
ion
of
the
A
nnua
l in
itial
inve
stm
ent
by
aver
age
gro
wth
5 ye
ars
1.5
8.8%
10 y
ears
3.1
12.0
%20
yea
rs8.
311
.2%
30 y
ears
66.0
15.0
%
Sha
re o
wne
rshi
p a
s at
D
ecem
ber
31,
200
5
Con
sid
erat
ion
and
res
pec
t fo
r al
l sha
reho
lder
s
●In
divi
dual
sha
reho
lder
s 3
8.1%
●Fo
reig
n in
stitu
tiona
l inv
esto
rs 3
6.5%
●Fr
ench
inst
itutio
nal i
nves
tors
24.
9%●
Trea
sury
sha
res
0.5%
VI
2003
2004
20
05A
djus
ted
shar
e pr
ice
(eur
os)(1
)hi
gh12
8.09
138.
5016
6.80
low
95.4
611
9.09
129.
60as
at 1
2.31
127.
2713
6.00
162.
50N
umbe
r of
sha
res
as a
t 12.
31 (t
hous
ands
)99
,913
109,
181
109,
538
Mar
ket c
apita
lizat
ion
as a
t 12.
31
(milli
ons
of e
uros
)13
,988
14
,849
17,8
00
Air
Liq
uid
e an
d t
he S
tock
Exc
hang
e
260
240
200
220
180
160
140
120
100 80 60
1996
19
9719
9819
9920
0020
0120
0220
0320
0420
05
Ove
r 10
yea
rs,
the
shar
e pr
ice
has
risen
ste
adily
.
VII
(1) A
djus
ted
to a
ccou
nt fo
r bon
us s
hare
issu
es.
Air
Liqu
ide
CA
C 4
0
List
enin
g to
and
info
rmin
g sh
areh
olde
rs
Mee
ting
shar
ehol
der
sA
ir Li
quid
e is
com
mitt
ed to
exc
hang
ing
info
rmat
ion
dire
ctly
with
its
shar
ehol
ders
thro
ugh:
• th
e G
ener
al S
hare
hold
ers’
Mee
ting:
ov
er 4
,200
sha
reho
lder
s w
ere
pres
ent,
• m
any
Info
rmat
ion
Mee
tings
out
side
of
Par
is: o
ver
2,00
0 at
tend
ed th
ese
even
ts,
• th
e S
alon
Act
iona
ria:
over
35,
000
peop
le v
isite
d th
e bo
oths
of
the
com
pani
es p
rese
nt.
VIII
Str
engt
heni
ngth
e di
alog
ue
Mee
ting
in T
oulo
use
Mee
ting
in L
ille
Sal
on A
ctio
naria
(a s
hare
hold
ers’
tra
de
fair)
In a
dditi
on to
the
Com
mitt
ee’s
thre
epl
enar
y se
ssio
ns, s
ub-c
omm
ittee
s al
som
eet t
o ad
dres
s sp
ecifi
c m
atte
rs s
uch
asth
e co
mm
unic
atio
n to
ols,
the
vide
o pr
esen
tatio
n of
the
Gen
eral
Sha
reho
lder
s’M
eetin
g, th
e In
tern
et s
ite, s
hare
hold
erdo
cum
enta
tion,
the
info
rmat
ion
mee
tings
outs
ide
Par
is a
nd e
nlar
ging
the
indi
vidu
alsh
areh
olde
r ba
se.
This
Com
mitt
ee, c
reat
ed in
198
7, e
mbo
dies
Air
Liqu
ide’
s co
mm
itmen
t to
liste
n to
its
shar
ehol
ders
and
to tr
eat t
hem
with
resp
ect.
Sev
eral
tim
es a
yea
r, its
12
volu
ntee
rm
embe
rs m
eet w
ith B
enoî
t Pot
ier,
Cha
irman
of th
e M
anag
emen
t Boa
rd, t
o im
prov
e th
e qu
ality
of t
he re
latio
nshi
p be
twee
n A
ir Li
quid
e an
d its
indi
vidu
al s
hare
hold
ers,
in a
reas
rela
ting
to c
omm
unic
atio
n an
dsh
areh
olde
r in
form
atio
n. T
he C
omm
ittee
, a
thin
k ta
nk a
nd a
sou
rce
of in
spira
tion,
is a
repr
esen
tativ
e sa
mpl
e of
indi
vidu
al s
hare
-ho
lder
s an
d ac
ts a
s a
chan
nel b
etw
een
Air
Liqu
ide
and
its in
divi
dual
sha
reho
lder
sby
giv
ing
a vo
ice
to th
eir
ques
tions
and
expe
ctat
ions
.
The
Sha
reho
lder
s’ C
omm
unic
atio
n C
omm
ittee
Mem
ber
s of
the
S
hare
hold
ers’
Com
mun
icat
ion
Com
mitt
ee
Sab
ine
Ben
oit
(Bas
suss
ary
- 64
)
Laur
ent
Cou
pie
r (A
ix-e
n-P
rove
nce
- 13
)
Ber
nard
Dic
k (S
aint
-And
ré-le
s-Ve
rger
s -
10)
Vin
cent
Gaf
fiot
(Aux
erre
- 8
9)
Jean
-Mar
ie L
afol
lie-H
orat
(Bra
ndon
- 7
1)
Chr
isto
phe
Nev
es (P
aris
- 7
5)
Cla
ude
Neg
rott
o (M
arcq
-en-
Bar
œul
- 5
9)
Dom
iniq
ue R
eute
r(D
omaz
an -
30)
Pat
rick
Ste
idle
(S
aint
Bric
e C
ourc
elle
s -
51)
Guy
Tes
sere
au (M
eyla
n -
38)
Pie
rre
Trou
ssel
(Vél
izy
- 78
)
Dom
iniq
ue V
igne
ron
(Sai
nte-
Adr
esse
- 7
6)
IX
Pro
vidi
ng in
form
atio
n re
gula
rly, c
lear
ly a
nd w
ithtr
ansp
aren
cy
Air
Liqu
ide
com
mun
icat
es re
gula
rly o
n its
activ
ities
, dev
elop
men
t and
stra
tegy
.
■In
tern
et•
A s
ectio
n d
edic
ated
to s
hare
hold
ers
onth
e In
tern
et s
ite. D
irect
regi
ster
ed s
hare
-ho
lder
s ca
n ch
eck
thei
r acc
ount
s an
d m
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terly
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r th
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Mee
ting,
ano
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ent t
o ev
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shar
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s.•
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ters
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hare
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sent
eac
hye
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regi
ster
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hare
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hol
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s w
ho v
oted
at t
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hare
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ting
and
anyo
ne e
lse
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2005
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o sp
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l issu
esfo
cuse
d on
oen
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d ca
rbon
dio
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.
All
this
mat
eria
l can
be
dow
nloa
ded
inFr
ench
and
Eng
lish
from
our
Inte
rnet
site
.
Hol
ding
sha
res
in re
gist
ered
form
allo
ws
Air
Liqu
ide
to k
now
its
shar
ehol
ders
and
ther
efor
e to
:•
esta
blis
h di
rect
and
per
sona
lized
com
mu-
nica
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all
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espo
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ce a
nd d
ocum
ents
rela
ting
to th
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ener
al S
hare
hold
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Mee
ting
are
sent
dire
ctly
to th
ese
shar
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ders
,•
rew
ard
loya
lty th
roug
h a
bonu
s pr
ogra
m:
addi
tiona
l 10%
on
the
divi
dend
pay
men
tan
d on
sha
res
allo
cate
d w
hen
bonu
ssh
ares
are
issu
ed (f
or a
ll sh
ares
regi
ster
edby
Dec
embe
r 31
, and
hel
d co
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uous
ly
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form
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mor
e th
an tw
o ca
lend
ar y
ears
).
Air
Liqu
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plan
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exp
and
its s
ervi
ces
for
the
bene
fit o
f reg
iste
red
shar
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ders
,es
peci
ally
on
the
Inte
rnet
.
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rmat
ion
serv
ices
and
acco
unt m
anag
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t too
lsfo
r sh
areh
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rs
Air
Liqu
ide
plac
es a
pre
miu
m o
n th
e qu
ality
of it
s re
latio
nshi
p w
ith in
divi
dual
sha
reho
lder
s,w
hich
is c
entr
al to
the
prom
otio
n of
sha
re-
hold
er lo
yalty
.
Sha
reho
lder
Ser
vice
s •
The
20 m
embe
rs o
f Sha
reho
lder
Ser
vice
sar
e de
dica
ted
to s
ervi
ng 3
60,0
00 in
divi
dual
shar
ehol
ders
.•
It m
anag
es th
e ac
coun
ts o
f dire
ct re
gist
ered
shar
ehol
ders
free
of c
harg
e an
d al
so p
lace
sth
eir
buy
and
sell
orde
rs.
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iste
red
sha
res
For o
ver t
en y
ears
, Air
Liqu
ide
has
prom
oted
regi
ster
ing
shar
es a
mon
g its
sha
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s,es
peci
ally
via
its
loya
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tota
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at D
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s, 5
2,00
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m w
ere
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ct re
gist
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sha
reho
lder
s,•
31%
of a
ll sh
ares
wer
e re
gist
ered
,•
60%
of r
egis
tere
d sh
ares
wer
e he
ld b
yin
divi
dual
sha
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lder
s,•
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of i
ndiv
idua
l sha
reho
lder
s’ s
hare
sw
ere
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dire
ctly,
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.3 m
illion
sha
res,
that
is 2
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of s
hare
capi
tal,
wer
e el
igib
le fo
r th
e bo
nus
divi
dend
paid
out
in 2
006.
• An
Inte
rnet
site
ded
icat
ed to
prov
idin
g sh
areh
olde
rs w
ith a
llth
e in
form
atio
n th
ey n
eed:
ww
w.a
irliq
uide
.com
• An
e-m
ail a
ddre
ss s
o yo
u ca
nse
nd y
our
ques
tions
to th
e Sh
are-
hold
er S
ervi
ces
team
mem
bers
:sh
areh
olde
rs@
airl
iqui
de.c
om
•
(tol
l-fr
ee n
umbe
r) to
che
ck c
urre
ntsh
are
pric
e, li
sten
to th
e G
roup
’sw
eekl
y ne
ws
and
finan
cial
info
r-m
atio
n, fi
nd o
ut a
bout
the
agen
da.
You
can
also
talk
to a
Sha
reho
lder
Serv
ices
team
mem
ber f
rom
8:3
0am
to 5
pm
or l
eave
a m
essa
ge.
XI
A 24
/7 s
ervi
ce
Cal
enda
r20
0616 17 23 6 1926 4 2623 7 17 18 18
May
Air
Liqu
ide
Villa
ge
Info
rmat
ion
mee
ting
Gre
nobl
e
Nan
tes
Nan
cy
26A
pri
lFi
rst
qua
rter
sal
es
Ju
ne
Ang
ers
Info
rmat
ion
mee
ting
orga
nize
d by
the
FFC
I
Se
pte
mb
er
Hal
f yea
r ea
rnin
gs
Octo
be
rB
esan
çon
Info
rmat
ion
mee
ting
orga
nize
d by
the
FFC
I
No
vem
be
rLa
Roc
helle
Info
rmat
ion
mee
ting
orga
nize
d by
the
FFC
I
De
ce
mb
er
Per
pign
anIn
form
atio
n m
eetin
g or
gani
zed
by t
he F
FCI
Ju
lyH
alf y
ear
sale
s
Se
pte
mb
er
Le H
avre
In
form
atio
n m
eetin
g or
gani
zed
by th
e FF
CI
Octo
be
rTh
ird q
uart
er s
ales
No
vem
be
rS
alon
Act
iona
ria (a
sha
reho
lder
s’ t
rade
fair)
at
the
Pal
ais
des
Con
grès
– P
aris
May
Gen
eral
Sha
reho
lder
s’ M
eetin
gat
the
Pal
ais
des
Con
grès
– P
aris
10
XII
FFC
I: Fr
ench
Fed
erat
ion
of In
vest
men
t Clu
bs
67
91
165
191
203
231
247
269
273
279 All about Air Liquide
Highlights
The Group’s history
Air Liquidearoundthe world
The Group’s offer
ManagementReport
Consolidatedfinancial statements
Statutory accounts of theparent compagny
Report from the Chairman of theSupervisory Board
Resolutions to be put tothe Combined AnnualGeneral Shareholders’Meeting of May 10, 2006
Sustainabledevelopment: indicatorsand objectives
Ten year consolidated financialsummary
Glossaries(for words followed by an *)
Supplementary information for theReference Document
Ladies and Gentlemen, Dear Shareholders,
In 2005, your Groupsuccessfully integrated theMesser activities acquiredin 2004 while continuing itsgrowth in new regions ofthe world including China,Eastern Europe andRussia, and in promisingmarkets such as hydrogen.The results speak forthemselves: 2005 was agood year for Air Liquide.
In December, 2005, the Supervisory Boardproposed to its shareholdersto return to the Group’soriginal managementstructure with a Board ofDirectors and placing theCEO’s functions under the
charge of Benoît Potier. The futureBoard of Directors would comprisethe current members of the Super-visory Board for their remainingtenure, a new member and thecurrent chairman of the ManagementBoard. The existing managementstructure – a Management Board anda Supervisory Board – approved by
the shareholders in 2001, had beenset up to ensure both the transition toa renewed management team andthe continuity of strategies and objec-tives. This was successfullyaccomplished, as the Group’s earn-ings demonstrate.
The proposal to return to a Board ofDirectors is in keeping with Air Liquidetradition and promotes a close relationship between its managersand the shareholders. This formulahas made a real contribution to theGroup’s performance in the longterm. If this change is approved, it will be carried out in compliancewith the corporate governance rulesthat Air Liquide has always supported.The principles of respect for share-holders’ rights, the Board’scompetence and independence andthe clear delegation of power in effectin the current structure will naturally betransferred to the new organization.
I am convinced that this organization isthe best formula for ensuring the Group’sfuture and serving the interests of itsshareholders.
Alain JolyChairman of the Supervisory Board
A successful transition
AIR LIQUIDE Annual Report 20052
How would you evaluate thispast year?Year 2005 was the first full year inwhich all of Messer’s activities wereintegrated after their acquisition in2004. For this reason, it was animportant step for Air Liquide. Year2005 was also one of solid growth.The Group took advantage of power-ful economic drivers – Asia and NorthAmerica – while demonstrating itscapacity to pursue growth in Europethrough innovation, hydrogen andservices in Healthcare. Air Liquidegrew in all sectors: apart from thechange and variation effect in thecost of energy, sales increased by+10.7%, net earnings by +19.7% and+10.9% on a comparable basis(1) andnet earnings per share by +19.8%.Major cost increases were offset byimproved productivity and commercialaction as well as by price indexationin sales contracts. The Air Liquideshare rose +19.49% over the year, oran evolution comparable to that of theCAC 40 (+23.39%). I am very pleasedwith this performance, and our objectiveis to continue to increase the value ofthe Air Liquide share over the longterm through our growth dynamic.
How did the integration of Messer’s activities go? It was a real success for the Group.The teams carried out this integrationquickly and efficiently, which acceleratedthe realization of synergies beyondexpectations. This success isexpressed in the figures, but also inthe support of Messer’s men andwomen for the Air Liquide employeeshare offer: the high participation rateby staff in Germany in this project isan excellent demonstration of theircommitment to the Group. The next stage, which has just started, is enrichment on the basis of
a broadened customer portfolio andincreased know-how. It involves adual approach: the rollout of the Air Liquide offer to former Messercustomers and the inclusion ofMesser’s valuable know-how in thesolutions the Group proposes.
Engineering also seems to havehad good performances in 2005…Engineering, which designs andinstalls gas production units for theGroup and third-party customers,recorded a record growth rate in2005 (+27.1%). This is good newsbecause it means that the industrialworld is investing heavily, especially in certain zones with emergingeconomies that are real marketopportunities for Air Liquide. In countries with more developedeconomies, this growth comes fromnew needs in health, food, and theenvironment, which, despite extreme-ly competitive conditions, enables Air Liquide, thanks to innovation, totake advantage of this transformation.
Benoît PotierChairman of the Management Board
AIR LIQUIDE Annual Report 20053
(1) Excluding exceptional and significant items linked withthe realization of disposal gains and restructuring provisions.
Presence, conquest, innovation: our growth dynamic
What about the Group’s three-part strategy: presence,conquest, innovation?These three main strategies comprisethe Group’s growth model. Presencein fully developed economies, meansstrengthening relations with customerswith whom we are heavily involvedand that make up a broad, solidbase. Conquest is breaking into newterritories. It can mean market sharesto be won in new geographies: oursuccesses in 2005 in China, EasternEurope, Russia, India and the MiddleEast are cases in point. But conquestis also the development of a newactivity in a country where the Groupis already present, for example,homecare in Germany or gasificationof oil products with oxygen in Italy. Asfor innovation, it is indispensable tothe growth of Group activities, inparticular in developed countries.
The success of hydrogen in Europeand North America is an example ofthis approach.Out of the 9.3 points of growth in ourGas and Services sales, 2.6 pointscome from the acquired Messeractivities, 1.8 from new territories,essentially emerging countries, 2.0are connected to the innovation partof our offers, and 2.9 are generatedby our core businesses in countrieswith advanced economies. Investments,which remain strong, are similarlydivided. Two thirds of the 1.2 billioneuros in investments approved in2005 focus on new geographies oractivities based on innovation.
AIR LIQUIDE Annual Report 20054
Are these three main strategiesconnected?Naturally! Each subsidiary, eachmarket creates its own combinationbased on these three main strategiesby asking the following questions:How can the performance of the existing business be improved? How can new territories be developed?What innovations should be favoredto obtain maximum growth? Let’s usethe example of the development ofthe health market in Germany: for us,the recent entry into the homecare aswell as hospital care markets are newterritories. We embark on a conquestby relying on our local organizationand know-how and on innovation. By combining all these factors, theGroup is in the process of building avery promising health model inGermany!
How do you maintain themomentum in innovation? Innovation has always been Air Liquide’sspearhead and for the secondstraight year, the Group has sizablyincreased its research budgets,which rose about +15%. The research Air Liquide carries outis focused on health, sustainabledevelopment and advanced tech-nologies. Air Liquide has developedexpertise in hydrogen at every stageof the chain: production, storage,distribution, fuel cells, etc. Thisexpertise grows stronger every yearthrough new experimentation, espe-cially in the framework of internationalprograms in which Air Liquide plays aleadership role. Clearly, our verystrong research focused on hydrogenas an energy carrier brings us intothe world of the next fifty years.
Furthermore, the advanced technol-ogy teams are studying newapplications in the aerospace sectorand exploring very low temperatures.In 2005, to support our growth inhealthcare, we launched a newresearch focus specific to healthcare.This covered respiratory assistancein the broad sense – the Group’score Healthcare business – but alsothe administration of medications ingaseous form.
What do you think about thechanges in Air Liquide’s invest-ment portfolio in 2005? In the framework of our deploymentstrategy for our core business, we have disposed of our 39.5%stake in Séchilienne-Sidec, acompany specializing in steam andelectricity production in nichemarkets. We also bought out thebalance of shares in SOAEO, our original subsidiary in South-EastAsia, to simplify the Group’s structures in this region of the worldwhose growth requires us to use allthe means at our disposal.
In 2005, Air Liquide organizedan increase in capital reservedfor employees…Air Liquide’s performances are aboveall the result of teamwork. Tostrengthen the long-term involvementand interest of the employees in AirLiquide’s growth, the Group regularlyreserves an increase in capital forthem at a preferential price. The oper-ation carried out in 2005 was veryfavorably received: nearly 45% of thepersonnel subscribed to shares.I welcome this commitment which I consider a sign of their trust in theGroup’s future. I would also like todedicate to all employees the Chal-lenges 2005 prize awarded to AirLiquide for top financial performanceover the last three years.
What is the outlook for 2006?With the integration of Messer’s activ-ities and the formalization of ourpresence, conquest and innovationstrategy, we have redrawn theGroup’s contours: geographic expan-sion, enrichment of our offer andbroadening of our customer portfolio.We have laid the foundations for anew Air Liquide growth cycle. TheGroup’s fine performance in 2005 isthe first concrete sign of this dynamic,which will be pursued in 2006 and the years to follow. Today, the Grouphas all the key elements to meet thechallenges of the modern world,tackle international competition andseize growth opportunities whereverthey are.
AIR LIQUIDE Annual Report 20055
Supervisory Board
The Supervisory Board met six times in2005. The member attendance rate was98%.
The Supervisory Board’s activities centeredon the following points:
Regular supervision of the management of the GroupThe Supervisory Board examined theManagement Board’s quarterly reports,reviewed reports of Committee meet-ings, and exercised its authority for priorapproval, particularly for major invest-ments, the stock options program andthe employees share purchase programperformed in 2005.
Monitoring of significant issues– the strategic goals of the Group: theManagement Board and several opera-tional managers made presentations tothe Supervisory Board on developmentdrivers and strategic goals identified indeveloped countries and in emergingcountries with high economic potentialand through the development of innova-tive solutions.A special meeting to address the Group’sstrategic goals was held in June,– monitoring the development of AirLiquide’s shareholder base and of thedistribution policy to shareholders, – monitoring the application by AirLiquide of the the corporate gover-nance rules recommended by theAFEP/MEDEF report of October, 2003,– on-site visits to industrial locations ofthe Group and to certain major customersites and meetings with Group operationalmanagers.
Operations of the corporatestructureThe Supervisory Board met, without themembers of the Management Board, toconsider:– Management Board operations: the Supervisory Board evaluated theperformance of the members of theManagement Board for the 2004 finan-cial year and set the variable portion ofthe Management Board members’remuneration for such financial year aswell as the fixed portion and the princi-ples applicable to the variable portion for2005,– Supervisory Board operations: theSupervisory Board approved the proposedappointment to the Supervisory Board or renewal of the terms of office ofSupervisory Board members and decidedto renew the term of office of its Chairman. It appointed new Committeemembers and renewed the terms ofoffice of certain existing Committeemembers.
Governanceprinciples
Supervisory BoardThe Supervisory Board controls the Management Board's man-agement of the Company. It currently comprises nine membersappointed for four-year terms who are selected on the basis oftheir ability, integrity and dedication to the interests of all share-holders. The Company’s Articles of Association require that eachmember of the Supervisory Board hold at least 500 Air Liquideregistered shares. On the basis of the four independence criteriaestablished by the Supervisory Board (as mentioned in theReport of the Chairman of the Supervisory Board on page 191),seven of the nine current members are independent.
The principles guiding relations between the ManagementBoard and the Supervisory Board are clearly defined inan internal document. Moreover, the Supervisory Board issubject to internal rules governing its composition andfunctioning. An internal code of conduct on the preventionof insider trading details the legal and regulatory obligationsapplying to members of the Supervisory Board.
The Supervisory Board includes an Audit and AccountsCommittee and a Selection and Remuneration Committee.
Corporategovernance
AIR LIQUIDE Annual Report 20056
The Supervisory Board conducted areview of its operations through individualassessment questionnaires completedby Supervisory Board members. On thebasis of the responses obtained, theSupervisory Board decided that, besidesthe regular report on the Group financialpolicies which is made to the Audit andAccounts Committee, a summary reportwould be made to the SupervisoryBoard on this topic once a year and thatreporting on risk management would befurther developed.
The Supervisory Board set the rules fordetermining its members’ attendancefees for the year.
Taking due note of the age limit applicable to the Chairman of the Supervisory Board set by the Articles ofAssociation, the Supervisory Boarddecided during a specific meeting entirely dedicated to this topic, torecommend to the Combined AnnualGeneral Shareholders’ Meeting of May10, 2006, a return to the historical structure of the Company comprising aBoard of Directors. This matter is set outin depth in the Supervisory Board’sreport.
In 2005, emphasis was placed on broadening Supervisory Boardmembers’ understanding of the Group’sbusinesses. To this end, a number ofon-site visits to Group locations andcertain major customer sites as well asmeetings with Group operational managers were organized following theSupervisory Board’s meeting held inSyracuse.
Management BoardThe Management Board met eighteentimes in 2005 in order to formulate theGroup’s strategy and monitor businessprogress.
It approved the proposed change in theCompany’s Articles of Association to besubmitted to the Combined AnnualGeneral Shareholders’ Meeting of May10, 2006.
The Board deliberated on the disposalof the investment in Séchilienne-Sidecand the acquisition, through a publicoffering, of the shares held by SOAEOminority interests.
Within the framework of authorizationsprovided in the Articles of Association,the Management Board performed ashare capital increase reserved foremployees, allocated stock options* tomanagers and employees of the Companyand its subsidiaries and determined theCompany’s share buyback policy.
As in previous years, the ManagementBoard remained especially vigilant inrelation to issues of employee safety.
The Management Board reviewed theGroup’s estimates, annual budgets andtargets, financial statements, investmentsand major industrial projects undernegotiation, and gave all necessaryapprovals.
Delegations of authority within theCompany were renewed as appropriate.
Management BoardThe Management Board, a collegial body, has been composed of threemembers since May, 2004: Benoît Potier, Chairman of the ManagementBoard, and Jean-Claude Buono and Klaus Schmieder, ManagementBoard members. They are assisted by the Management Board secretary.
The Management Board is responsible for managing the Company incompliance with the law and the Articles of Association. It formulates theGroup's strategy and, for overall coordination and implementation, relieson the Executive Committee currently composed of eleven members,including the members of the Management Board.
Each time the Management Board meets, a written report is submitted to the Chairman of the Supervisory Board. A quarterly report is submittedto the Supervisory Board.
Note: Please turn to page 191 for the full Report from the Chairman of the Supervisory Board
AIR LIQUIDE Annual Report 20057
Audit and AccountsCommitteeThe Audit and Accounts Committee metfive times in 2005. The member attendancerate was 95%.
Review of annual and half-yearlyfinancial statementsParticular attention was paid to off-balancesheet items, taxation, non-recurringitems, provisions, and the managementof risk related to customers, countriesand foreign exchange.
In addition, the Committee closelyconsidered the impact of IFRS on thefinancial statements, in particular duringits review of the financial statements forthe first half of 2005.The statutory auditors presented theirreports to the Committee. The Committeewas duly informed on the measures takenby the Finance and AdministrationDepartment in order to carry out its activities with increased resources.
Monitoring the work of theInternal Audit DepartmentThe Committee heard the conclusions of the Internal Audit Department on the assignments performed by it. TheCommittee was duly informed on theorganizational structure of the InternalAudit Department and on the measurestaken by this Department in order tocarry out its assignments.
Specific presentationsPresentations were made to theCommittee concerning, in particular, the implementation of a single informationsystem common to several Group entitiesin Europe, the crisis management process,procedures applicable to medium-sizedacquisitions and the organization of theexternal audit of the Group.
Selection and RemunerationCommittee
The Selection and RemunerationCommittee met twice in 2005. The memberattendance rate was 100%.
New candidates for theSupervisory BoardFollowing approval by the SupervisoryBoard of the Committee’s proposals,Alain Joly, Thierry Desmarest and Sir Lindsay Owen-Jones, together withThierry Peugeot, were elected or reelectedto the Supervisory Board at the GeneralShareholders’ Meeting in May, 2005. At the end of 2005, the Committee madenew recommendations for presentationto the 2006 General Shareholders’Meeting concerning the renewal of theterm of office of Béatrice Majnoni
Gérard de La Martinière (Chairman), Edouard de Royere,Béatrice Majnoni d’Intignano, Professor Rolf Krebs (three of the four committee members are independent,including the Chairman).
Pursuant to internal regulations, the Audit and AccountsCommittee must be comprised of four or five members ofthe Supervisory Board, of whom at least two-thirds areindependent.
The Committee reviews the financial statements approvedby the Management Board, the accounting practices, the existence and implementation of internal audit methodsand organization, and the selection and reappointment ofthe statutory auditors. In its assessments, the Committeedraws on the professional experience of its members andrelies on reports submitted by the Management Board, by the Finance and Administration, Legal, and Internal AuditDepartments, and by the statutory auditors.
The Committee meets at least three times a year andalways before any meeting of the Supervisory Board thatreviews annual and half-yearly financial statements. The Committee reports on its work to the SupervisoryBoard orally and in writing. It can also draw on the expertiseof external advisers.
Audit and Accounts Committee
Corporategovernance
AIR LIQUIDE Annual Report 20058
Selection and Remuneration Committee
This Committee examines the composition of theSupervisory Board and assesses the needs for futuredevelopment. It directs the search for new members andproposes candidates to the Supervisory Board. It reviewsthe appointment, remuneration and employment conditionsof Management Board members. It assesses their performance and reports to the Supervisory Board. The Committee can draw on the expertise of externaladvisers.
The remuneration policy for the Management Board, as approved by the Supervisory Board, includes:
– a short-term portion, consisting of a fixed portion tiedto the level of responsibility and experience in the function,and a variable portion, currently evaluated against threeelements of performance: two financial items which rep-resent the majority portion of the variable remunerationwhich are based on (i) growth in net earnings per shareand (ii) return on capital employed after tax, and a thirdelement based on individual qualitative objectives thatnotably took into account in 2005 the preparation of theCompany's future development, the acceleration of theproductivity program and the continued integration ofMesser with the development of synergies. Formulas areestablished at the beginning of the year and the actualamounts are determined at the end of the period, basedon results,
– stock option plans complete the short-term remunerationplan, with an incentive consistent with shareholders’ mid-terminterests.
These various elements aim to be competitive, withoutbeing excessive, in light of several external market studies and with serious consideration given to shareholderinterests. In response to shareholder expectations, it was decided to opt for annual plans, awarded duringpredetermined periods, so as to avoid exposure to criticism should stock market prices fluctuate widely.
The Committee also examines stock option plans proposed by the Management Board for other groupmanagers. It recommends their allocation by theSupervisory Board, following the same guidelines, withthe objective of motivating a significant number of managersover the mid-term while maintaining the total number ofoptions at a reasonable level.
The Management Board’s policy is to buy shares on themarket in order to neutralize any dilution that could resultfrom issuing shares upon the exercise of the stock options.
Data on remuneration and options can be found in theManagement Report. The Committee is also kept informedof the performance and remuneration of the ExecutiveCommittee. Periodically, it also considers the developmentpotential of the Management team.
Alain Joly (Chairman), Thierry Desmarest, Sir Lindsay Owen-Jones (two of the three committee members areindependent).
Note: Please turn to page 191 for the full Report from the Chairman of the Supervisory Board
AIR LIQUIDE Annual Report 20059
Change to the Company’s management structureTaking due note of the age limit applica-ble to the Chairman of the SupervisoryBoard set by the Articles of Association,the Committee recommended to theSupervisory Board a return to theCompany’s historical structure compris-ing a Board of Directors. This matter isset out in depth in the SupervisoryBoard’s report.
d’Intignano and the appointment ofPaul Skinner, to the Air Liquide Supervi-sory Board. In addition, the Committeeproposed to the Supervisory Board theappointment of Béatrice Majnoni d’Intig-nano and Professor Rolf Krebs to theAudit and Accounts Committee and theappointment of Gérard de La Martinière,an independent member, as Chairmanof this Committee.
Attendance fees for SupervisoryBoard membersAt the recommendation of the Commit-tee, the Supervisory Board set theallocation principles and amounts appli-cable for 2005.
Remuneration of ManagementBoard membersThis Committee made recommendationsto the Supervisory Board on the fixedportion and the formulas for calculatingthe variable portion of ManagementBoard members’ remuneration for 2005.
Alain Joly■ Chairman of the Supervisory
Board■ Chairman of the Selection
and Remuneration Committee■ Director, Société d’Oxygène et
d’Acétylène d’Extrême-Orient (SOAEO)(until January, 2006)
■ Director, Lafarge■ Director, BNP-Paribas
Born in 1938 (51,547 shares)
Édouard de Royere ■ Honorary Chairman
Member of the Audit and Accounts Committee
■ Director, Sodexho Alliance (until February, 2005), SiparexAssociés (until December, 2005)
■ Member, Supervisory Board, Michelin■ Auditor, Fimalac■ Honorary Chairman, Association
Nationale des Sociétés par Actions(ANSA)
Born in 1932 (26,102 shares)
Sir Lindsay Owen-Jones ■ Vice-Chairman of the Supervisory
Board■ Member of the Selection
and Remuneration Committee■ Chairman of the Board of directors
and Chief Executive Officer, L’Oréal■ Chairman of the Board of directors
and director, L’Oréal USA Inc. andL’Oréal UK Ltd.
■ Director, Galderma Pharma,Switzerland
■ Director, BNP-Paribas (until December 14, 2005), Sanofi-Aventisand Ferrari SpA (since April 22, 2005)
Born in 1946 (8,016 shares)
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Thierry Desmarest ■ Member of the Selection
and Remuneration Committee■ Chairman and Chief Executive Officer,
Total S.A. and Elf-Aquitaine■ Chairman, Total Foundation■ Director, Sanofi-Aventis■ Member, Supervisory Board, Areva
Born in 1945 (970 shares)
Professeur Rolf Krebs■ Member of the Audit
and Accounts Committee■ Chairman, Supervisory Board,
Epigenomics AG■ Member, Supervisory Board, Ganymed
Pharmaceuticals AG, GEA Group AG(until January, 2006) and Vita 34 AG(until March, 2006)
■ Member, Advisory Board, Apax Partners,Deutsche Venture Capital andWeissheimer Malz GmbH, LehmanBrothers Limited, E. Merck OHG andAlmirall Podesfarma S.A.
Born in 1940 (550 shares)
Gérard de La Martinière■ Chairman of the Audit
and Accounts Committee■ Director, Schneider Electric S.A.■ Chairman of the Board of directors,
LCH. Clearnet Group Limited UK■ Chairman, French Federation
of Insurance Companies■ Chairman, European Federation of
National Insurance Associations
Born in 1943 (825 shares)
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Cornelis van Lede■ Member, Supervisory Board, Akzo
Nobel N.V., Royal Philips ElectronicsN.V., Heineken N.V.
■ Director, Air France-KLM, ReedElsevier and Sara Lee Corporation
■ Chairman of the Board of directors,INSEAD
Born in 1942 (550 shares)
Béatrice Majnoni d’Intignano■ Member of the Audit
and Accounts Committee■ Director, AGF■ Professor of Economics, Université
de Paris XII - Créteil■ Member, Economic Analysis Council
Born in 1942 (634 shares)
Thierry Peugeot■ Chairman, Supervisory Board,
Peugeot S.A.■ Vice-Chairman, Etablissements
Peugeot Frères■ Director, Société Foncière, Financière
et de Participations, Française deParticipations Financières, SociétéAnonyme de Participations,Immeubles et Participations de l’Est,and Faurecia
■ Director, Compagnie Industrielle deDelle
■ Permanent Representative ofCompagnie Industrielle de Delle on the Board of Directors of LISI
Born in 1957 (500 shares)
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SupervisoryBoard
Corporategovernance
AIR LIQUIDE Annual Report 200510
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The Works Council delegates, for fiscal year2005, were as follows:Marie-Annick Masfrand, Guy Cours, Gilles Boudinand Philippe Bastien.
Note: Please turn to page 256for the full account of Supervisory Board members’mandates.
Mandate in the Air LiquidegroupMandate in another groupOther mandatesOther responsibilities
AIR LIQUIDE Annual Report 200511
The Supervisory Board reviewed theCompany’s performance and results ona regular basis throughout 2005.
Strong growth in consolidated sales(+10.7%), net earnings (+19.7%) andnet earnings excluding non-recurringitems (+10.9%) is a measure of theGroup’s capacity to successfully inte-grate Messer activities while ensuringsubstantial organic growth of its activitiesin buoyant sectors and in rapidly developing geographical areas.
Net indebtedness, following the acquisi-tion of Messer and related divestments,which amounted to 4,012 million eurosat the end of 2004, was reduced to3,740 million euros at the end of 2005,in accordance with the objectivesannounced. The debt to equity ratio of60.2%, in addition to substantial cashfrom operating activities, enables yourCompany to benefit from a very strongfinancial base.
The Supervisory Board has, as in previousyears, evaluated the performance of themembers and Chairman of the Manage-ment Board.
The Supervisory Board has been dulyinformed of its Chairman’s report preparedin accordance with the law, describingthe conditions for the preparation andorganization of the Supervisory Board’swork, as well as internal control procedures implemented by theCompany. The Supervisory Boardwishes to emphasize that, as in the past,it considers shareholders’ interests andthe Company’s transparent approach tobe of the utmost importance.
The Supervisory Board has, in accordancewith the law, reviewed the financialstatements for 2005 prepared by theManagement Board, as well as the
management report relating to thisperiod. It also reviewed the consolidatedfinancial statements. The SupervisoryBoard has no comment to make withrespect to these documents.
The Management Board proposes to setthe dividend per share at 3.85 euros.This amount is increased by 10% forshareholders who, as of December 31,2005, have held registered shares fortwo years or more. Furthermore, subjectto the approval of the financial statementsat the Shareholders’ Meeting, as well asthe resolution authorizing the Companyto perform capital increases by capitaliz-ing reserves, the Management Board,with the approval of the SupervisoryBoard, decided to distribute, on June12, 2006, 1 bonus share for every 10existing shares, carrying dividend rightsas of January 1, 2006.
As in previous years, it is proposed thatthe authorization to purchase shares ofthe Company on the stock market, andto cancel such shares up to a maximumof 10% of the share capital, be renewedfor the period provided for by law. TheSupervisory Board has no comment tomake with respect to these proposals.
Furthermore, it is also proposed, followingthe modification of the marketable securities regime, to delegate to theManagement Board or Board of Directors as the case may be, for theperiod provided for by law, the authorityto perform capital increases via theissuance of ordinary shares with retention of preferential subscriptionrights for a maximum par value amountof 250 million euros corresponding tothe issuance of a number of new shares,with a par value of 11 euros, of less than22.8 million. As indicated previously,
shareholders will also be asked to dele-gate to the Management Board orBoard of Directors as the case may be,the authority to perform capitalincreases by capitalizing premiums,reserves or earnings, for a maximumamount of 250 million euros. In addition,shareholders will also be requested toauthorize the Company to perform capitalincreases reserved for members of agroup/company savings plan. TheSupervisory Board has no comment tomake with respect to these proposals.
In order to simplify share managementby some of our shareholders, it is proposedto increase from 1% to 2% (or any multi-ple of 2%) of the share capital or thevoting rights, the threshold, higher orlower, beyond which the notificationobligation applies. The SupervisoryBoard has no comment to make withrespect to this amendment to the Arti-cles of Association.
The Supervisory Board proposes torenew, for four years, the appointment of Béatrice Majnoni d’Intignano, whocontributes her experience as an economist with respect to issues dealingwith the economy and healthcare sectors.
The Supervisory Board also proposesthe appointment of Paul Skinner as anew member of the Board. Born in 1944,a British national, Paul Skinner has spent37 years with the Royal Dutch/Shellgroup. After having been responsible formanaging several subsidiaries in Greece,Nigeria, New Zealand and Norway, Paul Skinner was President of the ShellInternational Trading and ShippingCompany from 1991 to 1995. He wasresponsible for strategy and internationalmarketing for Shell International PetroleumCo Ltd from 1996 to 1998. In 1998,
SupervisoryBoard Report
Corporategovernance
AIR LIQUIDE Annual Report 200512
he was appointed President of ShellEurope Oil Products. In 1999, he wasappointed Chief Executive Officer of RoyalDutch/Shell’s global Oil Products business,and appointed a Group Managing Director of the Royal Dutch/Shell groupfrom 2000 to 2003.
After his retirement from Shell, he wasappointed as Chairman of Rio Tinto plc,the global mining company, in Novem-ber, 2003. Paul Skinner will bring to theGroup his management experience inlarge multinational industrial groups andhis understanding of key markets for ourbusiness activities.
The Supervisory Board has reviewed theorganization of the Company and,considering the age limit set forth in theArticles of Association for the Chairmanof the Supervisory Board, has decidedto propose to shareholders, during theAnnual General Shareholders’ Meetingof May 10, 2006, to return to theGroup’s historical management structurewith a Board of Directors. It will then beproposed that the Board of Directorsappoint Benoît Potier as Chairman-ChiefExecutive Officer.
The Supervisory Board and ManagementBoard structure, approved by the shareholders in 2001, had been imple-mented to ensure both the successfultransition to a renewed managementteam and the continuity of strategy andobjectives. This was successfully achieved, as the results obtained by theGroup demonstrate.
The proposal to return to the Board ofDirectors structure is part of Air Liquide’stradition and favors a close relationshipbetween its managers and shareholders.This organization widely contributed toGroup performance in the long-term. If
this change is approved, it will take placein full compliance with the corporategovernance principles to which Air Liquidehas always been committed.
The principles of respecting shareholders’rights, the competence and independenceof the Board and clarity with respect to delegation of powers applied withinthe current structure will be naturallytransposed to the new managementstructure.
All of the provisions of the Articles ofAssociation which are submitted to youcompleted by the rules set forth in theinternal regulations aim to give the Boardof Directors the powers to review anddecide on essential issues relating to theCompany and notably the selection ofcorporate officers, their employmentconditions, strategic choices as well asinvestment and divestment decisions inexcess of certain amounts.
It is envisaged that in its internal regulations, the Board of Directorswould continue to apply the currentinternal regulations, notably with respectto the limitations on the powers of theGeneral Management, by adapting themto the new organization. It is envisagedthat the current Audit and AccountsCommittee would continue in its presentform, but the Selection and RemunerationCommittee would be split into two separate committees: the SelectionCommittee and the RemunerationCommittee.
The corporate governance rules andpractices adopted by this set of ruleswould be similar to those currentlyapplied and explained in the Report ofthe Chairman of the Supervisory Board(see page 191 of this Annual Report).
Shareholders will be asked to approvethe amendments to the Articles of Association corresponding to this structureand appoint as directors the currentmembers of the Supervisory Board forthe term remaining on their mandate aswell as Benoît Potier.
Shareholders will be asked to set direc-tors’ fees at a maximum amount of€550,000 per fiscal year which is equalto the amount previously set for themembers of the Supervisory Board.
Based on the criteria adopted by theSupervisory Board, regarding theassessment of the independence of itsmembers, as explained in the Report ofthe Chairman of the Supervsiory Board,the following members are independent:Béatrice Majnoni d’Intignano ThierryDesmarest, Professor Rolf Krebs,Gérard de La Martinière, Cornelis vanLede, Sir Lindsay Owen-Jones, ThierryPeugeot and Paul Skinner who areproposed as directors of the Company.Edouard de Royere and Alain Joly,former executive officers and Benoît Potier, a currently active executiveofficer, are not considered to be independent. The Board of Directorswould accordingly be comprised of eightindependent members out of a total of 11.
The Supervisory Board is convinced thatthis structure is the best solution to ensurethe Company’s future and to betterserve the interests of its shareholders.
AIR LIQUIDE Annual Report 200513
ManagementBoardMembers of theManagement Board
Benoît PotierChairman of the ManagementBoardWith the Group for 25 years,Benoît Potier has been Chairmanof the Management Board sinceNovember, 2001. He is also:■ Chairman and Chief
Executive Officer, Air LiquideInternational, American Air Liquide Inc. and Air LiquideInternational Corporation
■ Chairman, American Air Liquide Holdings Inc.
■ Director, Société d’Oxygèneet d’Acétylène d’Extrême-Orient (SOAEO) (until March, 2006)
■ Director, Air Liquide Italia Srl.,AL Air Liquide España, Air Liquide Asia Pte. Ltd., Air Liquide Canada Inc.
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■ Director, Danone Group, and Chairman of the AuditCommittee,
■ Member, Supervisory Board,Michelin
■ Director, École Centrale des Arts & Manufactures
■ Member, Council (France),INSEAD
Born in 1957 – French nationality (5,622 shares)
Jean-Claude BuonoExecutive Vice-PresidentJean-Claude Buono joined Air Liquide in 1989. He bringsto the Management Board hisstrong experience in financialand legal areas. In addition, he has major operational responsibilities in Europe andAsia. He has been a memberof the Management Boardsince November, 2001.
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Klaus Schmieder Executive Vice-PresidentKlaus Schmieder has been amember of the ManagementBoard since May 12, 2004.Former Chairman of theManagement Board of Messer,he is the Chairman of theEuropean ManagementCommittee, and is responsiblefor overseeing and coordinatingGas and Services operations inEurope, excluding Large Industriesand Healthcare.■ Director, Air Liquide Deutschland
GmbH, Air Liquide Italia Srl.and AL Air Liquide España
■ Member, Supervisory Board,Altana AG
■ Director, MNS Nippon Sanso(until January 5, 2005)
Born in 1948 – German nationality(770 shares)
3■ Chairman and Chief ExecutiveOfficer, Air Liquide Weldingand Air Liquide Asia Pte. Ltd.
■ Chairman, Board of directors,Société d’Oxygène etd’Acétylène d’Extrême-Orient(SOAEO) (until March, 2006)
■ Vice-Chairman, Carba Holding■ Director and Deputy Chief
Executive Officer, Air LiquideInternational
■ Director, Air Liquide SantéInternational, AqualungInternational, American Air Liquide Inc., Air LiquideInternational Corporation, Air Liquide Far Eastern Ltd.,Air Liquide Tunisie, Air Liquide Italia Srl. (untilMarch 22, 2005), AL Air LiquideEspaña (until June 22, 2005)
■ Director, Velecta Paramount■ Director, SNPE
Born in 1943 – French nationality(8,144 shares)
Corporategovernance
Managementstructures
AIR LIQUIDE Annual Report 200514
ExecutiveCommitteeMembers of theManagement Board
Benoît PotierChairman of the Management Board
Jean-Claude BuonoExecutive Vice-President
Klaus SchmiederExecutive Vice-President
Members of theExecutive Committee
Pierre DufourExecutive Vice-PresidentNorth and South America,and Middle East, IndustrialActivities, Safety, IndustrialRisks, Electronics
Born in 1955 - Canadian nationality
Jean-Marcde RoyereSenior Vice-President Health,Specialty Chemicals
Born in 1965 - French nationality
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Jean-Pierre DuprieuSenior Vice-President Asia-Pacific
Born in 1952 - French nationality
John GlenVice-President Finance and Administration
Born in 1959 - Scottish nationality
François DarchisVice-President Large Industries Europe, Marketingand R&D, Engineering andTechnologies
Born in 1956 - French nationality
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6 Ron LaBarreVice-President LargeIndustries Markets, International Customers
Born in 1950 - U.S. nationality
Larry AltobellVice-President HumanResources
Born in 1945 - U.S. nationality
Dominique MaireVice-President Communications
Born in 1948 - French nationality
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AIR LIQUIDE Annual Report 200515
Keyfigures
The year 2005
■Salesin millions of euros
■Net earningsper share adjusted(1)
in euros
■Net dividendper share adjusted (1)
in euros
■Return on capitalemployed after tax(ROCE*)in %
■Return on equity(ROE*)in %
■Net indebtedness/shareholders’ equity in %
AIR LIQUIDE Annual Report 200516
(1) Adjusted to take into account bonus share issues*.IFRS: new international accounting standards in effect since January 1, 2005.
10,4359,4289,376
8,394
2003 2004 2004 IFRS
2005IFRS
8.66
7.237.206.68
2003 2004 2004 IFRS
2005IFRS
3.853.503.50
2.90
2003 2004 2004 IFRS
2005IFRS
11.711.911.311.6
2003 2004 2004 IFRS
2005IFRS
17.216.3
14.914.1
2003 2004 2004 IFRS
2005IFRS
60.2
76.7
66.3
31.2
2003 2004 2004 IFRS
2005IFRS
AIR LIQUIDE Annual Report 200517
Evolution over three years In millions of euros 2003 2004 2004 2005 2004/2005 2004/2005 2004/2005
excluding on a comparable foreign exchange basis
Total sales 8,394 9,376 9,428 10,435 +10.7% +10.2% +6.2% (1)
of which Gas and Services 7,389 8,275 8,275 9,148 +10.5% +10.0% +5.5% (1)
Operating income recurring* 1,196 1,277 1,375 1,518 +10.4% +9.9%(Operating income in 2003 and 2004
Net earnings* (Group share) 726 778 780 933 +19.7% +18.8% +10.9% (2)
Net earnings on a comparable basis +10.9% (2)
Net earnings per share (3)*
(in euros) 6.68 7.20 7.23 8.66 +19.8%
Cash-flow* from operating activities before changes in working capital 1,542 1,695 1,692 1,805 +6.7% +6.1%(Funds from operations in 2003 and 2004)
Capital expenditures 822 998 1,024 1,051(excluding (excluding
Messer) Messer)
Dividend* distribution (for the year) 327 391 391 432 (4)
Net dividend per share (3)
(in euros) 2.90 3.50 3.50 3.85
Shareholders’ equity* 5,079 5,374 5,232 6,209
Net indebtedness (1.730) (3,790) (4,012) (3,740)
Other ratiosIn % 2003 2004 2004 2005
Operating income recurring/sales 14.2 14.1 14.6 14.8 (5)
Net earnings/sales 8.6 8.3 8.2 8.9
Cash-flow from operating activities before changes in working capital/sales 18.4 18.0 17.9 17.3
(1) Excluding currency, natural gas, acquired Messer activities, deconsolidation of US liquid chemicals.(2) In order to compare 2004 results with those of 2005, items that we consider to be exceptional and significant relating to the realization of disposal gains and restructuring
provisions are deducted.(3) Adjusted to take into account the bonus share* issue of June, 2004.(4) Subject to the approval of shareholders at the General Shareholders’ Meeting.(5) Excluding variation of natural gas prices.
IFRS: new international accounting standards applied since January 1, 2005.
IFRS
IFRS
Presence on a broad and solid base
Our gases are everywhereand are indispensable forimproving industrialprocesses. They go hand in hand with growth andprogress in advancedeconomies where Air Liquidehas a strong presence.
Innovation, technology and services
New products like hydrogenand therapeutic gases,advances in electronics,innovative environment-relatedapplications and high value-added services are growthdrivers that meet ourcustomers’ new needs.
The Air Liquidedynamic
AIR LIQUIDE Annual Report 200518
Conquest of new territories
Air Liquide seizes developmentopportunities in new marketsand emerging economies thatshow high growth rates: Eastern Europe, Russia, theMiddle East, India, China, etc.
Dynamic: a word that clearly expresses the way the Air Liquide group develops its growthstrategy. To strengthen its position as worldleader in industrial and medical gases, the Groupmoves forward constantly: it uncovers new markets, implements cutting-edge technologicalsolutions and develops innovative products andservices. Air Liquide is now now present inover 70 countries. Armed with the know-howand reactivity of its teams, its close relationswith its customers and the loyal support of itsshareholders, the Air Liquide group plans toaccelerate its growth backed by a commitmentto sustainable development.
AIR LIQUIDE Annual Report 200519
The Air Liquide dynamic: 36,000 employees in over 70 countries
Christiane Muller,metal manufacturingmanager, IndustrialCustomers, Canada“I like diversity, new things andteamwork and that’s what hasguided my career at Air Liquide.I started in research in France,then China, where I took part inthe start-up of engineering inHangzhou. Back in France, I wasresponsible for on-site* interna-tional engineering, then the indus-trial management of IndustrialCustomers. In 2003, I wanted toget closer to my customers. I wasoffered a position in which I wouldbe monitoring the cylinder gasand welding business in Canada.It was a new sector for me andthat’s exactly what attractedme, just like the prospect of dis-covering another country and adifferent culture. My greatestsatisfaction has always been todevelop and share my passionwith my teams.
“When Air Liquide offeredme a research position inhydrogen as an energycarrier for clean trans-portation, I accepted right away.It’s an exciting sector because itconcerns all of us. Moreover, it’san area with a lot of challengesand where everything remainsto be done. You really feel likeyou’re taking part in an adventure.I work more specifically onquestions about the storage ofpressurized hydrogen and itstransfer to a vehicle’s tank. Theobjective is to develop a fast,efficient and reliable system forfilling tanks. My colleagues andI have a lot of freedom to explore,we’re in a real position to makeproposals. It’s very motivating.”
Sitra Pregassame,hydrogen energyresearch engineer,research center, Paris
Roy Hu, sales manager, Air Liquide, Qingdao,China“I’m one of 300 people who joinedAir Liquide in China in 2005.I entered the new subsidiary inQingdao, in Shandong province.In just a few months, I had takenpart in two training sessions thatfamiliarized me with the Group,its products, services and culture…and its ambitious developmentplan in China. During a teamtraining session, I visited severalsites and got to know my col-leagues at the different units.But where I learned the mostwas in the field, working for afew weeks with the Air LiquideTianjin team, then with a seniorsales manager on a short-termassignment in Qingdao. I now haveall the know-how I need to meetthe challenges of my job andmove ahead with Air Liquide.”
AIR LIQUIDE Annual Report 200520
Alberto Luraschi, industrial management,Electronics,Singapore/ParisMy task is to serve my 800 col-leagues who work on our cus-tomers’ sites and monitor thedistribution of gases and liquidchemicals inside the fabs. Ourobjective is maximum safetyand reliability. What I find excitingin this business is first of all thehuman dimension: I’m in contact
with teams around the world, alldifferent, and I often meet themin the field. The continuous techno-logical evolution in this sector isvery stimulating and you neverget bored. In addition, the inter-national dimension of the Elec-tronics business offers real oppor-tunities. The three years I havejust spent in Singapore were awonderful experience for me atevery level.”
The Air Liquide dynamic: 36,000 employees in over 70 countries
AIR LIQUIDE Annual Report 200521
Keith Blappart,operations technician,United States“In just a few hours, hurricaneKatrina devastated my life, carry-ing away my house and every-thing I owned. My colleaguescame to my aid immediatelyand thanks to the ALAHO aidfund, I was able to quickly movemy family into a fully equippedmobile home. Then a few weekslater we received another dona-tion in cash.In total, 76 employees benefitedfrom our colleagues’ support,notably thanks to the $160,000contributed to the ALAHO aidfund, over a third of which camefrom the employees. This fundis set up for Air Liquide employeesin the United States who needtemporary financial assistancefollowing natural disasters.
I would like to express my heart-felt thanks to Air Liquide and mycolleagues whose support madeit possible for me to get throughan extremely difficult situationand to rebuild my life.”
Martin Tils, laboratories and analyses manager,Krefeld-Gellep,Germany“After having spent 18 years atMesser, Air Liquide’s acquisi-tion of our business was a veryinteresting experience that open-ed us up even further to interna-tional opportunities. It also gotus to rethink our way of workingso we could integrate the differ-ent cultures of the two groups,from both the human and theprofessional viewpoint. The newteam that came out of theacquisition chose the bestexisting practices to create a newEuropean and very internationalculture. This integration is suc-cessful today because of theefforts of the working groups,who examined this integrationfrom every angle. The head officeis now in Krefeld, in Germany,near the largest specialty gases*unit in the world. Moreover,working together will make itpossible to roll out a developmentplan for this business in ourEuropean subsidiaries.”
I wanted. Anyone who wants tomove shouldn’t have any hesi-tation in talking about it to thepeople around him or her. Thereare real possibilities for profes-sional mobility at Air Liquideand you’re very well supportedduring the transition period.Today, I’m really happy in termsof family – my wife was trans-ferred to the region – as well ason the professional level.”
Thierry Durand,electricity and instrumentationmanager in Port-Jérôme,France“In 2001, I was working in engi-neering in Champigny, near Paris.I wanted to change sectors, todiscover something else. I wasoffered a position as electricityand instrumentation managerfor the Large Industries site inPort-Jérôme in Normandy. Thisjob is very different from the onebefore. I needed time to adapt,but it really corresponds to what
The Air Liquide dynamic: 36,000 employees in over 70 countries
AIR LIQUIDE Annual Report 200522
Gabriela Apiou,medical gases researchgroup manager“The medical gases sector isvery promising and exciting:there are so many areas toexplore! That’s why the Groupput me in charge of forming adedicated, multidisciplinary andinternational team to work onnew therapeutic methods. Ourobjective is to combine gas andadministration systems for treat-ing respiratory illnesses but alsofor anesthetic use, pain man-agement and many other areas.My team will also study the useof gases as carriers for other
medications: the lung is anexcellent natural access pathto the body that is still barelyexplored. In this area, medicineworks with gas biodynamicsand biophysics. It’s all the moremotivating as our ultimate goal isto improve service to patients!”
For over a century, Air Liquide has been pursuing a growth
strategy that fits in perfectly with the sustainable develop-
ment* approach, combining long-term wealth creation and
respect for people and the environment.
The Group’s approach to sustainable development focuses
on four dimensions:
Developing the potential of men and women of
the Company in their commitment to common objectives
Creating value for shareholders by developing the
Company’s business performance over the long-term and
with transparency
Preserving life and the environment in Group opera-
tions and at customer sites
Innovating for tomorrow to guarantee the growth of
the Company and its customers
Sustainable development
AIR LIQUIDE Annual Report 200523
Developingthe potential of men and women
Facilitating and accelerating skillstransferThe importance for Air Liquide of develop-ments in new geographic zones meansmobilizing on-site teams that can carryout these new projects. The result isstepped-up recruitment in these areas.In China, for example, 300 more peoplewere hired in 2005 for a total of 1,500.To support the ramping up of new teams,to back them up in a given sector thathas major needs at a particular period,in other words, to guarantee an efficientskills transfer, Air Liquide decided tomobilize its international experts network.In late 2005, about a hundred expertswere identified. All of them are ready toleave for a short-term assignment in aregion and on a project to which theycan contribute support while sharingtheir expertise with their local colleagues.This initiative is part of the Group’s technical expertise recognition program.
Compensation that rewards performanceRecognizing an employee’s contributionincludes a compensation system thatrewards performance: 41% of employeeshave a varying portion of their salary(excluding profit-sharing) tied to theirindividual and team performance andGroup or unit results. Moreover, in 2005,Air Liquide reserved an increase in capitalstock for its employees: nearly 45% ofthem bought shares and employeesnow hold 1.2% of Air Liquide’s capital.
Note: details and comments
on human resources indicators are on
pages 242 to 244.
Sustainable development
AIR LIQUIDE Annual Report 200524
Evolution of Group workforce over four years
40,000
30,000
20,000
10,000
0
2002 2003 2004 2005
30,800 31,900
35,900 35,900
Nearly 36,000 men and women makeup Air Liquide’s multicultural andmultidisciplinary teams: throughoutthe world, these teams are motivatedto innovate day after day to satisfytheir customers and improve Groupperformance.
Diversity: an asset for the Group For Air Liquide – an international groupinvolved in very different lines of business– diversity in every area is a source ofdynamism that the company constantlyfosters. Diversity exists in nationalities,cultures, skills, profiles, experience, the men/women ratio as well as in thepossibility of having very different jobsduring a career. The opportunities forgeographic and professional mobility arereal. There are many bridges betweenbusiness sectors and units and anemployee can go from a technical sector to management or sales posi-tions. Diversity also means integratingmore women: in 2005, worldwide, 17%of engineers and managers were womenand they make up 28% of all hires inthese categories. Women constitute24% of employees considered as having“high potential” in the Group comparedto 20% in 2003. Diversity is also reflectedin country of origin: there are 36 differentnationalities among the company’sexpatriates and 20 among executivemanagers.
Air Liquide and its shareholders havehad a relationship of trust for over acentury. The Group puts its share-holders at the heart of its strategy withone objective: enhancing the value oftheir equity through sustained, steadygrowth in earnings and dividends*over the long term. Each decision ismade with the medium and long-terminterest of its shareholders in mind.The Group’s long-term performancesand its shareholders’ loyalty are itstwo greatest assets.
The Group’s commitment to itsshareholders: the Shareholders’CharterAir Liquide has formalized its commitmentand responsibility to its shareholdersthrough the Shareholders’ Charter. Each shareholder has the same rights:one share* equals one vote.Air Liquide listens attentively to its share-holders. For example, the Shareholders’Committee, a group for reflection andproposal, is a concrete link between theGroup’s management and its individualshareholders. The Committee alsoensures that its financial information isclear and transparent. The Group placesa great deal of stock in communicationand sends a notice of the GeneralShareholders’ Meeting and the Shareholder’s Guide to each shareholder.The ongoing objective of steady, sustained growth in earnings over thelong term has made possible a policy ofcompensation and enhancement of theshareholders’ equity over time.Lastly, the members of ShareholderServices are totally available to share-holders: they manage their direct registered shares and transmit buy/sellorders to the stock market free of charge.
Strong share ownership with ahigh level of registered sharesOne of Air Liquide’s distinctions is that40% of its capital is held by 360,000individual shareholders. This link betweenAir Liquide and its shareholders isexpressed by a high number of share-holders with registered shares (138,000shareholders, of whom 52,000 are directlyregistered). Their loyalty is rewarded bythe allocation of a 10% bonus on anypayment (dividend* or bonus share allocation*) on registered shares heldcontinuously for at least two years.
The high proportion of registered sharesgives Air Liquide the opportunity to getto know its shareholders and to commu-nicate directly with them in a personalizedway. Furthermore, Air Liquide managesdirect registered shareholders’ accountsfree of charge.As of 2005, these shareholders canmanage their accounts directly via theAir Liquide site, have access to variousforms and can place their buy/sell orderson the stock market.
Creating value for shareholders
Note: the Shareholders’ Charter is on page III.
Details and comments on shareholder indicators
are on page 235.
Sustainable development
AIR LIQUIDE Annual Report 200525
Safety is Air Liquide’s number onepriority. The Group pursues a proactivepolicy to strengthen its safety culturein its teams, subcontractors and customers.Air Liquide has a dual approach tothe environment that focuses on itsown businesses and those of its customers, offering them solutionsfor cleaner production.Safety and the environment are at theheart of the Group’s industrial policy.
Preserving life and the environmentTraining and awarenessA large number of training and aware-ness programs on safety are run for theGroup and its subsidiaries. Operationscontinued or launched in 2005 focusedparticularly on road safety and the risksinherent in confined spaces and handlingheavy objects. They helped to bring aboutreal improvement in safety results. In 2005,the lost-time accident rate was 2.1.
IMS: an approach that integrates safety, the environmentand reliability An Integrated Management System(IMS) was rolled out worldwide in 2005.Focusing on installation design, operationand maintenance, its objective is to provide a higher level of safety, respectfor the environment and even greaterreliability. This reference system for procedures and technical standardswas finalized in 2004 and incorporatesthe Group’s best practices. In late 2005, it already covered over96% of Air Liquide’s activity. Its rolloutwill be completed in 2006 and it willbecome the company’s basic industrial
Note: details and comments on safety and environmental indicators are on page 236 to 241.
management culture.IMS forms a unique framework thatincorporates both the specific rulesconcerning the Group’s businesses andmost of the requirements of internationalstandards such as OHSAS 18000 (health,safety), ISO 9000 (quality) and ISO 14000(environment). At the end of 2005, internalaudits began at several subsidiaries toverify IMS application conditions.
A new reporting tool for environ-mental and safety dataAir Liquide is reducing energy consump-tion per cubic meter of gas produced inits air separation units. It is alsodecreasing its use of coolant gases that deplete the ozone layer and isconsiderably diminishing nitrous oxideemissions from its cogeneration* unitsthrough the development of innovativeburners.In the framework of its sustainabledevelopment approach and the formalization of environmental datacollection systems, in 2004, Air Liquidedecided to implement an adaptedreporting tool for in-depth analysis of itsperformance. A system was chosen in2005 and setting its parameters isunderway. It will be totally operational inmid-2006. This new reporting tool fordata outside the financial arena fulfillsthe recommendations made by thesustainable development departmentsof the statutory auditors concerningdata collection procedures for the 2004financial year. In 2005, these auditorsverified this data collection in the field.
Sustainable development
AIR LIQUIDE Annual Report 200526
1991
400359
234
179192
214188
207
164135 134
167194
136 135
6.4
4.3
3.83.4
4.2
3.4 3.72.9
2.4 2.32.8
3.2
2.3 2.3
135
300
200
100
0
8
6
4
2
0
7
5
3
1
1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005
Number and frequency rate of lost-time accidents for the Group
Number of accidentsAccident frequency rate (number of accidents per million hours worked)
131
2.1
Innovation is one of Air Liquide’sgreat strengths: throughout theworld, over 2,000 people work inresearch, technology and engineeringcenters. These teams contribute tothe Group’s progress in three mainareas: sustainable development andthe environment, health and hygieneand advanced technologies. Theydevelop innovative and competitivegas production technologies, newapplications and service offerings,disseminate the Group’s technicalexpertise and keep an active watchon scientific developments.
Innovatingfor tomorrowInnovation in 2005
Budget:Nearly € 165 million
550 researchers representingover 25 nationalities
8 research centers (France,Germany, United States,Japan)
2,680 patented inventions
Over 100 industrialpartnerships
Over 100 internationalrelationships with universitiesand research institutes
Sustainable development
New therapeutic applications for gasesIn 2005, the Group launched a specificresearch program on medical gases andtheir therapeutic applications.Thirty specialists in respiratory illnesses,anesthesiology, pharmaceutics, chemistry,biology and statistics will shortly bebrought together to explore new waysto develop therapeutic gases with realpatient benefit. Their work concernsfour main areas. The first is aerosol therapy*, i.e. administering medicationsvia the respiratory tract, which has theadvantage of being easy, very low riskand efficient. The second focus is anes-thesia. The authorization to marketxenon as an anesthetic in 2005 inGermany has opened the way to newdevelopments. The third research area ispain management and neuroprotection,for example, the prevention of strokes.Lastly, more fundamental research isbeing carried out on new gases andgaseous blends.
First steps toward hydrogen as an energy carrierHydrogen is an excellent clean energycarrier: its combustion produces onlywater. It is an important aspect of thecurrent debate on alternative energies.Air Liquide has been conducting researchon hydrogen for energy for many years.The Group has state-of-the-art expertisein all the links in the fuel cell* chain fromproduction to use including storage anddistribution.In 2005, Air Liquide was chosen ascoordinator of a European project calledHychain-Minitrans. The project will testdifferent types of light vehicles that runon fuel cells in four countries in Europe(Germany, France, Spain and Italy) under
actual conditions. This large-scale proj-ect will take place from 2006 to 2010and involve more than 150 vehicles inthe participating cities. Apart from its steering role, Air Liquide is involved inthe development of hydrogen cylinders,the gas distribution infrastructure andthe supply of fuel cells through its subsidiary Axane.In total, the Group is taking part in over15 projects on hydrogen as an energycarrier, on a French, European andinternational scale.
AIR LIQUIDE Annual Report 200527
Note: details and comments on innovation indicators are on page 245.
Food industry - Pharmaceuticals 14% Materials - Energy 28%Motor vehicles - Construction 25% Technology - Research 8%
Craftsmen - Distributors 14% Other 11%
IndustrialCustoAir Liquide’s Industrial Customers
constitute an extremely rich and diversified sector. The Group proposes
a dedicated and tailored offer to meet the needs of each market.
AIR LIQUIDE Annual Report 200528
4,154millioneurosin sales
1,825patentedinventions
1 millioncustomersin over70 countries
AIR LIQUIDE Annual Report 200529
mers
■Getting the most out ofthe dynamism of emergingeconomies
In emerging countries with strong potential, Air Liquide’s strategy is to growrapidly by taking advantage of theirdynamism and supporting the local projects of its international customers.In 2005, the Group strengthened itspresence in China, invested in newproduction capacities and boosted itssales teams.Growth is especially strong in basicmarkets such as automobiles, construc-tion, equipment and energy. Air Liquideis also ramping up business in EasternEurope: Poland, Romania, Bulgaria. Just as in China, it focuses primarily ontraditional markets. In Russia, the recentsuccesses of Large Industries haveopened the way for the IndustrialCustomers business. South America isalso making a major contribution to thegrowth of these businesses. The Grouphas a very good foothold in Brazil andArgentina whose economies were particularly vibrant in 2005. Air Liquidehas signed a large number of contractsin this region, primarily in the automobile,glass, paper pulp and food industries.
■Solutions that providestrong added value
In its traditional markets mostly concen-trated in Europe, North America andJapan, Air Liquide is building real prox-imity with its customers by turning tolocal structures throughout each region.In this way it can better define itscustomers’ needs and create custom-made solutions. The integration of theactivities acquired from Messer inGermany, the United States and theUnited Kingdom have strengthened theGroup’s local presence in these largemarkets. Customers’ challenges havemobilized the teams, especially in environmental protection, product quality and process and production costoptimization.
■Innovation working for the environment
Innovation is one of the primary growthdrivers of Industrial Customers. It providesa competitive edge: lighter and easier-to-handle cylinders for craftsmen,improved energy in the glass and paperpulp industries, new waste treatmentprocesses and more. R&D, marketingand industrial teams work closelytogether on innovative projects. Thesubsidiaries develop solutions for theircustomers’ specific requirements, whichmay then be adapted in other countries.Some examples in 2005 are Aligal Florain Italy, a new deep-freezing process in Australia and an original biosolid treatment system in Germany. Many ofthe research programs are focused onhydrogen, which offer extremely promisingprospects. Among recent solutionsdeveloped for specific customer needsand providing high added value are: theAligal range for the food industry,“green” solutions for car manufacturersto help them limit vehicle emissions anda “lead-free” method for electroniccomponent assembly.
IndustrialCustomers
AIR LIQUIDE Annual Report 200530
Growthdynamic
A “Sun Valley” in GermanyThe MicroTechpark in Thalheim, north ofLeipzig in Germany, is in the process ofbecoming another “Sun Valley”. Q.Cells,one of the largest solar cell manufacturersin the world today, was already at theThalheim site in 2001. This industrialpark was launched near the Q.Cells sitewith the arrival of CSG Solar, a newGerman solar cell manufacturer, andEverQ, a joint venture between theAmerican Evergreen Solar, the GermanQ.Cells and the Norwegian RenewableEnergy Corporation.
Solar energy is one of the alternativesources to fossil fuel energy and hascreated growing interest in Europe,especially in Germany. This country hasdecided to go beyond the target set bythe European Union: 20% of all energy is to come from renewable sources by2020. The production of wafers* andsolar cells, which convert sunlight intoelectricity, requires the use of specialtygases*, nitrogen and argon.
Air Liquide has just signed a contract tosupply all the gases and related servicesfor the entire Thalheim site. An on-sitelocal customer support team guaranteesthe total supply quality, meeting the specific requirements of this industry.
Environment
AIR LIQUIDE Annual Report 200531
Sustainabledevelopment
From the food industry to pharmaceuticals: quality andsafety firstGases are used in many food productionprocesses: control of the cold chainduring manufacture, storage and trans-portation, conservation of fresh anddried products, carbonation of sparklingbeverages, etc. This is an expandingmarket for Air Liquide and althoughalmost unaffected by economic fluctua-tions, it is constantly changing because
IndustrialCustomers
Air Liquide in AustraliaAnother step forward in deep-freezing foodsDeep-freezing small slices of ham individually without them sticking together is part of Air Liquide’s know-how throughits IQF (Individual Quick Freezing) solutions. But the Group never had to process two tonnes/hour. Not until Don Small-
goods asked it to do just that for the expansion of its pizza toppings factoryin Melbourne. Don Smallgoods, a division of George Weston Foods, is oneof the largest producers of precooked dishes in Australia and has been an AirLiquide customer for over 15 years. The Australian team immediately thoughtof the Zip Roll deep-freezing tunnel, but to increase production, carbondioxide, which it uses for chilling, had to be replaced by nitrogen. To make thechangeover in record time, an international Group project was launched,bringing together food cryogenics experts, European technical platforms andmembers of the Group’s marketing division. The solution was designed, testedand implemented at the customer site in early 2005. Thanks to the mobiliza-tion of the Group’s international expertise, this solution put Air Liquide a stepahead of the competition.
takes charge of managing its stock. The same high level of quality and traceability is found in the Phargalis offer that Air Liquide developed for itspharmaceutical customers. This solutioncombines the supply of pharmaceutical-quality gas and a specific service offering.
of quality requirements. Consumers areincreasingly demanding fresh, tasty and ready-to-eat products. At the sametime, food safety requirements arebecoming stricter. In Europe, sinceJanuary 1, 2005, traceability is manda-tory for the entire chain, from the farmerto the end consumer. Risk preventionprocedures based on the internationalstandard HACCP must now be appliedby every participant in the food chain asof January 1, 2006. To meet this dual requirement for product quality and safety, Air Liquideoffers a set of solutions found in theAligal range that guarantees an optimallevel of hygiene and traceability. The Group is constantly innovating withelectronic labels and bar codes, gasmeasurement instruments of micro-biological quality, “smart” equipmentbuilt into production facilities, increasinglyefficient gaseous mixtures and more.In 2005, for example, Air Liquidelaunched an international offering for fastfood chains: a delivery service of high-quality carbon dioxide for foods, in liquidform, to make soft drinks. A truck suppliescarbon dioxide from a remotely moni-tored container: the customer no longerhas to handle cylinders and Air Liquide
AIR LIQUIDE Annual Report 200532
Phargalis, a dedicated offer to the pharmaceutical industry.
Technologies and research: high-growth markets Solar cells, fiber optics, LEDs… all theseproducts have one thing in common:they are linked to light. The first convertit into energy, the second transport itand the third produce it from an electricalcurrent. In each case, manufacturingthese products requires industrial gases.The contract signed with three solar cellmanufacturers in Thalheim, Germany in2005 was a great success in this growingsector.Electronic component assembly isanother highly technological marketsegment. It must take into account theinternational prohibition on the use oflead, a toxic element, in welding opera-tions. Substitute alloys, however, requirehigher temperatures and the risks ofoxidizing are therefore greater. To solvethis problem, Air Liquide proposes aninerting solution using nitrogen: ALIX.While being environmentally friendly, this solution offers substantial savingsover traditional techniques: it limits thequantity of the chemical product used,decreases residues and reduces thenumber of defects. Several hundredALIX applications are currently in use,mainly in Europe and the United States.A first success was even scored inChina in 2005 in the Shanghai area: a joint operation by local teams andGroup experts carried off this skillstransfer.
Hydrogen: experimental projectsin several countries The worldwide network of IndustrialCustomers units enables the Group todisseminate applications based onhydrogen as an energy carrier forstationary generators in various countries.In 2005, Air Liquide won new contractsfor the fuel cell*, designed and manufac-tured by its subsidiary Axane, especiallyto provide energy for telecommunicationrelay stations, for example in Greeceand France. The experiment carried outin 2005 on this application with BouygesTelecom in France validated this solution.Other cells will be installed on several ofthis customer’s sites in 2006 to extendthis experiment.Another example is in Japan, where thesubsidiary Japan Air Gases took part inthe Rallye Bibendum organized byMichelin in Kyoto in June, 2005, supplyingeight cars with hydrogen. The purpose
The fuel cell: a new reference in mobiletelecommunicationAfter the first successful experiment with Bouyges Telecom in France, Air Liquide’sfuel cell was used in Greece in 2005 in a commercial project for Vodafone, theworld’s largest mobile phone company.
A 2.5 kW cell, designed, developed and manufactured by Axane, a Group subsidiary, was installed at the end of the year to supply a telephone relay stationin a mountainous area in Attica. This cell is part of a nonpolluting, energy supplypilot project that also includes a photovoltaic system.
The findings from this experiment, which will last several months, will enable thishydrogen solution to be adapted to supplying energy at other relay station sites.
Air Liquide Italy has developed acarbon dioxide-based system thatimproves productivity of flower,fruit and vegetable cultivation ingreenhouses. A carefully controlledamount of this gas yields verypositive results: tests on tomatoesshowed an increase in productionranging from 10% to 40% over acultivation period shortened byone to three weeks. This solutionwas a great success in Italy in 2005.
of this operation was to promotesustainable mobility technologies.In Singapore, Air Liquide and itssubsidiary Soxal set up a hydrogenservice station for the BP group as partof a government program to developalternative energies. This station willsupply gaseous hydrogen to a fleet ofcars equipped with fuel cells. Hydrogenis produced by an electrolyzer and nocarbon dioxide is emitted into theatmosphere. These hydrogen stationsare now in six countries.
Environment
AIR LIQUIDE Annual Report 200533
Sustainabledevelopment
Automobiles: reducing pollutingemissions and improving safetyAir Liquide is involved in every aspect ofthe automotive industry and innovates to support this sector’s evolution, especially on environmental and safetyquestions. The Group has developednew and more ecological manufacturing
processes, for example, gas quenching*using the Alnat HP solution that is superiorto traditional oil and salt quenching. Thissolution was chosen in 2005 by motorvehicle equipment manufacturers inEurope, and also in China and Brazil.Protecting the environment also meansexhaust systems that emit fewer particles.To meet new regulations, car manufac-turers are developing particle filters, inparticular, using silicon carbide, whoseproduction requires large quantities ofargon. In 2005, Air Liquide signed amajor contract in Poland for this applica-tion. The Group has also developed anew gas offering for calibrating vehicleair pollution monitors – Alphagaz Auto 4,which meets the new European environ-mental standard Euro 4*. As for passengersafety, Air Liquide supplies the argonand helium that fill many airbags,sophisticated devices that inflate in justa fraction of a second. The Group has
IndustrialCustomers
Interview with
Nathalie ChramostaGroup expert, Water and environmental marketsFrance
What does your work consist of?
Most of my work entails helpingwastewater treatment plant operatorsimprove their systems. Wastewater fromfactories or local communities is collectedin biological basins where millions ofbacteria break down pollutants by usingoxygen from the air. Adding pure oxygenis an excellent method of improving theirefficiency, increasing it fivefold. But eachcase is different and requires a preliminarystudy to choose the most appropriate
solution and its implementation conditions.We’re often called on an emergencybasis for problems concerning odors,scum formation or accidental pollution. I usually make an initial diagnosis byphone then, if necessary, I do furtheranalyses on samples.
Sometimes you also work in thenatural environment…
Yes, for example, in the case of theSeine in the Paris region. During astorm, rainwater, by washing the roads,picks up hydrocarbons. This water, someof which partially ends up in the Seine,forms an oily film that prevents oxygenfrom penetrating the river, causing a lotof fish to die. Air Liquide is involved onbehalf of the local communities, in anoxygenation system for the Seine set upon six different islands. It is activatedduring heavy rainfall and saves the fish.
What does being an environmen-tal expert for the Group mean?
It means that I put my experience inthe environmental sector, specifically inwater, at the service of Air Liquide’ssubsidiaries in Europe but around theworld as well. When they receive acustomer request that requires aspecific approach, I provide technicalsupport and consulting services to helpthem find an appropriate response. I’mpart of the ALTEC Europe network,which has about a dozen environmentalspecialists including four Group experts,notably Joerg Schwerdt, our leader,based in Germany. Regardless of ourspecialty, we all have one point incommon: a passion for the environment.
recently strengthened its partnershipwith Autoliv, the world leader in thissector.
Metal manufacturing: new momentum in welding andcuttingWelding and cutting are an integral partof a host of industries: automobiles, shipbuilding, aeronautics and more generallyall metal assembly and processing operations. These industries areconstantly modernizing and need moresophisticated materials, thinner sheetmetal and new specifications. Air Liquide is at the head of these evolutions by developing increasinglycomplex and specialized welding andcutting technologies focused onautomation, speed and welding quality.The use of lasers, for example, is on theincrease.The Group also develops original serviceoffers such as Cap, which improveswelding workshop performance. This offer is based on support from anAir Liquide specialist combined with theinstallation of an innovative productivityindicator management system.
AIR LIQUIDE Annual Report 200534
emitted into the atmosphere. Themanufacturer saves energy and theoperator of the site derives incomefrom it. Everyone benefits.
A whole range of services The technological solutions Air Liquideoffers its customers are usually supportedby a service offering: cylinder management,traceability, equipment maintenance,training, on-site production, remote
which was launched in 2005 in several countries, in particular France,Germany and Italy. In the UnitedStates, Medal, an Air Liquidesubsidiary, has developed an originalmembrane-based* solution. It enablesgases produced at a waste disposalsite to be recovered and methaneextracted from them. The methane isthen used by a factory nearby. Theenvironment is preserved because thefermentation gases (which produce agreenhouse effect*) are no longer
Canada: safety has its mascotFor a safety message to be effective over the long term, it has to convey a positive and likable image. With this in mind, the Canadian safety team createdZero, the mascot who militates for “zero accidents”. Zero, which is protected bytrademark rights and copyrights, has been part of safety campaigns in Canadafor the last five years. So that it is a constant reminder to the teams, it appearson all sorts of everyday objects: posters, key rings, T-shirts, bags, soft toys, etc.And it works! In 2005, there were only three lost-time accidents in Canadaamong the 1,500 employees in the Industrial Customers operations. That is thebest safety record in seven years. The idea is being expanded to other AirLiquide units throughout the world and France, Australia, the Philippines, Japanand Brazil have already adopted it.
The PanoraMagique balloon at the Disneyland Resort® Paris,inaugurated on April 9, 2005, wasinflated with 6,000 m3 of heliumsupplied by Air Liquide.
Efficient solutions for wastetreatmentOxygen is also an important aid inwaste management. It is used, forexample, to burn household waste athigh temperatures to produce energyand can reduce the volume of incinera-tion fumes by as much as sevenfold. It is also extremely useful in cleaningrivers polluted by industrial waste andin improving the operation of waste-water treatment plants. Ozone, whichis produced from oxygen right insidethese plants, decreases the quantity ofsludge produced by as much as 80%.This is the Aspal Sludge process,
installation monitoring via Teleflo*, etc.The Group is also involved in metrology– monitoring and calibrating all themeasurement instruments indispensableto industrial site operations.
Safety
AIR LIQUIDE Annual Report 200535
Materials and energy: the advantages of oxygen From the oil industry to glassmaking, and also in metal processing, a largenumber of industrial processes use aircombustion (oxygen + nitrogen). Overthe last few years, Air Liquide has beenworking on pure oxygen and oxygen-enriched combustion. The principle ofoxycombustion has many advantages.Energy efficiency is improved, whichreduces the quantity of fuel used andtherefore helps decrease carbon dioxideemissions into the atmosphere. In addition, when air combustion isdone at very high temperatures, as inthe glass industry, it generates nitrousoxides* (NOx), which are responsible foracid rain and respiratory problems. The combustion of pure oxygen almosttotally eliminates NOx formation.Another advantage is that it producesfumes with a high concentration of carbon dioxide, enabling this gas to betrapped and therefore not emitted intothe atmosphere. The new Alglass Sunburners, developed by Air Liquide forglass kilns, make use of oxycombustion.They are being gradually rolled out atglassmaker customers worldwide.Another example of oxygen use is thepaper pulp industry. In Karlsruhe,Germany, Air Liquide’s oxygen solutionhas enabled the Finnish-Swedish groupStora Enso to improve the efficiency ofits electricity and steam power plant,which is fired by manufacturing waste(bark and sawdust).
Sustainable development