Obligation Air Liquides 1.25% ( FR0013182847 ) en EUR

Air Liquides

100 % ▲

France

FR0013182847 ( en EUR )

1.25% par an ( paiement annuel )

13/06/2028 - Obligation échue

Prospectus brochure de l'obligation Air Liquide FR0013182847 en EUR 1.25%, échue

Air Liquide est un leader mondial des gaz, technologies et services pour l'industrie et la santé.

Le marché des capitaux a récemment enregistré l'achèvement d'une opération d'endettement notable avec le remboursement intégral de l'obligation de type ISIN FR0013182847, une émission de dette cruciale pour Air Liquide, multinationale française emblématique et leader mondial incontesté des gaz industriels, médicaux et des services associés, dont le siège est en France. Cette obligation, libellée en Euros, offrait à ses souscripteurs un taux d'intérêt annuel attractif de 1,25% avec une fréquence de paiement annuelle et avait une date de maturité fixée au 13 juin 2028. Conformément à ses termes et conditions, l'instrument financier, dont le prix de marché au remboursement était de 100% de sa valeur nominale, est officiellement arrivé à maturité et a été honoré dans son intégralité, témoignant de la robustesse financière d'Air Liquide et de sa capacité à respecter ses engagements envers les investisseurs sur les marchés internationaux.

DEBT ISSUANCE PROGRAMME PROSPECTUS dated 3 June 2016
L'AIR LIQUIDE S.A.
AIR LIQUIDE FINANCE
12,000,000,000 Euro Medium Term Note Programme
unconditionally and irrevocably guaranteed by L'AIR LIQUIDE S.A. in respect of Notes
issued by AIR LIQUIDE FINANCE
Under the Euro Medium Term Note Programme (the "Programme") described in this document (the "Debt Issuance Programme Prospectus"), L'Air Liquide,
société anonyme pour l'Etude et l'Exploitation des Procédés Georges Claude ("L'Air Liquide", the "Guarantor" or, in its capacity as Issuer, an "Issuer") and
Air Liquide Finance ("Air Liquide Finance" or an "Issuer" and together with L'Air Liquide, the "Issuers"), subject to compliance with all relevant laws,
regulations and directives, may from time to time issue Euro Medium Term Notes (the "Notes"). Notes issued by Air Liquide Finance will be unconditionally
and irrevocably guaranteed by L'Air Liquide. The aggregate nominal amount of Notes outstanding will not at any time exceed 12,000,000,000 (or the
equivalent in other currencies) and may be denominated in any currency.
This Debt Issuance Programme Prospectus shall, for the purposes of Notes listed on the official list of the Luxembourg Stock Exchange and admitted to trading
on the Regulated Market of the Luxembourg Stock Exchange be updated annually.
Application has been made to the Commission de surveillance du secteur financier ("CSSF") in its capacity as competent authority in Luxembourg under the loi
relative aux prospectus pour valeurs mobilières dated 10 July 2005, as amended (the "Prospectus Act 2005") for the approval of this document as two base
prospectuses for the purposes of Article 5.4 of the Prospectus Directive. In accordance with article 7(7) of the Prospectus Act 2005, the CSSF shall give no
undertaking as to the economical and financial soundness of the operation or the quality or solvency of the Issuers and/or the Guarantor by approving this Debt
Issuance Programme Prospectus.
Application may be made for a period of twelve (12) months from the date of this Debt Issuance Programme Prospectus (i) to the Luxembourg Stock Exchange
for the Notes issued under the Programme to be admitted to trading on the Regulated Market of the Luxembourg Stock Exchange and to be listed on the official
list of the Luxembourg Stock Exchange and/or (ii) to the competent authority of any other Member State of the European Economic Area ("EEA") for Notes
issued under the Programme to be listed and admitted to trading on an EEA Regulated Market (as defined below) in such Member State. However, Notes issued
under the Programme may also be unlisted and/or not admitted to trading on any market. The relevant final terms (the "Final Terms") (a form of which is
contained herein) in respect of the issue of any Notes will specify whether or not such Notes will be listed and admitted to trading and, if so, the relevant EEA
Regulated Market, and will be published, if relevant, on the website of the Regulated Market where the admission to trading is sought or on the website of the
relevant Issuer, as the case may be. The Luxembourg Stock Exchange is a regulated market for the purposes of the Markets in Financial Instruments Directive
2004/39/EC, as amended, appearing on the list of regulated markets issued by the European Securities and Markets Authority (an "EEA Regulated Market").
References in this Base Prospectus to the "Prospectus Directive" are to the Directive 2003/71/EC of 4 November 2003 on the prospectus to be published when
securities are offered to the public or admitted to trading, as amended.
Notes may be issued either in dematerialised form ("Dematerialised Notes") or in materialised form ("Materialised Notes"), as more fully described herein.
Dematerialised Notes may, at the option of the relevant Issuer, be (a) in bearer dematerialised form (au porteur) inscribed as from the issue date in the books of
Euroclear France ("Euroclear France") (acting as central depositary) which shall credit the accounts of Euroclear France Account Holders (as defined in
"Terms and Conditions of the Notes-Form, Denomination(s), Title and Redenomination") including Euroclear Bank S.A./N.V. ("Euroclear") and the depositary
bank for Clearstream Banking, société anonyme ("Clearstream, Luxembourg") or (b) in registered dematerialised form (au nominatif) and, in such latter case,
at the option of the relevant Noteholder (as defined in Condition 1(c)(iv)), in either fully registered form (au nominatif pur), in which case they will be inscribed
either with the Issuer or with the registration agent (designated in the relevant Final Terms) for the Issuer, or in administered registered form (au nominatif
administré) in which case they will be inscribed in the accounts of the Euroclear France Account Holders designated by the relevant Noteholders.
Dematerialised Notes will at all times be in book entry form in compliance with Articles L.211-3 and R.211-1 of the French Code monétaire et financier. No
physical documents of title will be issued in respect of the Dematerialised Notes.
Materialised Notes will be in bearer form only and may only be issued outside France. A temporary global certificate in bearer form without interest coupons
attached (a "Temporary Global Certificate") will initially be issued in connection with Materialised Notes. Such Temporary Global Certificate will be
exchanged for definitive Materialised Notes in bearer form with, where applicable, coupons for interest attached on or after a date expected to be on or about
the 40th calendar day after the issue date of the Notes (subject to postponement as described in "Temporary Global Certificates Issued in respect of
Materialised Bearer Notes") upon certification as to non-U.S. beneficial ownership as more fully described herein. Temporary Global Certificates will (a) in the
case of a Tranche (as defined below) intended to be cleared through Euroclear and/or Clearstream Luxembourg, be deposited on the issue date with a common
depositary on behalf of Euroclear and/or Clearstream, Luxembourg and (b) in the case of a Tranche intended to be cleared through a clearing system other than
or in addition to Euroclear and/or Clearstream, Luxembourg or delivered outside a clearing system, be deposited as agreed between the Issuer and the relevant
Dealer (as defined below).
The final terms of the relevant Notes will be determined at the time of the offering of each Tranche based on the then prevailing market conditions and will be
set out in the relevant Final Terms.
The Programme has been rated A- by Standard & Poor's Ratings Services, and A3 by Moody's Investors Service. Tranches of Notes issued under the
Programme may be rated or unrated. Where an issue of Notes is rated, such rating will not necessarily be the same as ratings assigned to the Programme and
its rating will not necessarily be the same as the rating assigned to other Notes issued under the Programme. A rating is not a recommendation to buy, sell or
hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. As of the date of this Debt Issuance
Programme Prospectus, both Standard & Poor's Ratings Services and Moody's Investors Service are established in the European Union, are registered under
Regulation (EC) No.1060/2009 on credit ratings agencies, as amended (the "CRA Regulation") and are included in the list of credit rating agencies registered
in accordance with the CRA Regulation published on the website of the European Securities and Markets Authority (www.esma.europa.eu/page/List-registered-
and-certified-CRAs). The relevant Final Terms will specify whether or not credit ratings are issued by a credit rating agency established in the European Union
and registered under the CRA Regulation. Credit ratings are subject to revision, suspension or withdrawal at any time by the relevant rating organisation.
Prospective investors should take into account the factors described under the section headed "Risk Factors" in this Debt Issuance Programme Prospectus
before deciding to invest in the Notes issued under the Programme.
Arranger
BNP PARIBAS
Permanent Dealers
BANCA IMI
BARCLAYS
BNP PARIBAS
CITIGROUP
CM-CIC MARKET SOLUTIONS
COMMERZBANK
CRÉDIT AGRICOLE CIB
HSBC
ICBC PARIS BRANCH
J.P. MORGAN
MUFG
MIZUHO SECURITIES
NATIXIS
SMBC NIKKO
SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING
THE ROYAL BANK OF SCOTLAND

This Debt Issuance Programme Prospectus (together with any supplements to this document published from time
to time) constitutes two base prospectuses for the purposes of Article 5.4 of the Prospectus Directive: (i) the base
prospectus for L'Air Liquide, société anonyme pour l'Etude et l'Exploitation des Procédés Georges Claude
("L'Air Liquide", the "Guarantor" or, in its capacity as Issuer, an "Issuer") in respect of non-equity securities
within the meaning of Article 22 no. 6(4) of the Commission Regulation (EC) No. 809/2004 of 29 April 2004, as
amended (hereinafter, the "Notes") to be issued by L'Air Liquide under this Euro Medium Term Note Programme
(the "Programme") and (ii) the base prospectus for Air Liquide Finance ("Air Liquide Finance" or an
"Issuer" and together with L'Air Liquide, the "Issuers") in respect of Notes to be issued by Air Liquide Finance
under this Programme. In relation to each Tranche of Notes, this Debt Issuance Programme Prospectus must be
read in conjunction with the applicable Final Terms.
This Debt Issuance Programme Prospectus is to be read in conjunction with all documents which are
incorporated herein by reference in accordance with Article 11 of the Prospectus Directive (see "Documents
Incorporated by Reference" below).
No person is or has been authorised to give any information or to make any representation other than those
contained or incorporated by reference in this Debt Issuance Programme Prospectus in connection with the issue
or sale of the Notes and, if given or made, such information or representation must not be relied upon as having
been authorised by L'Air Liquide or Air Liquide Finance, or any of the Dealers or the Arranger (each as defined
in "General Description of the Programme"). Neither the delivery of this Debt Issuance Programme Prospectus
nor any sale made in connection herewith shall, under any circumstances, create any implication that there has
been no change in the affairs of L'Air Liquide or Air Liquide Finance, as the case may be, or those of L'Air
Liquide and its subsidiaries taken as a whole (together the "Air Liquide Group" or the "Group") since the date
hereof or the date upon which this Debt Issuance Programme Prospectus has been most recently amended or
supplemented or that there has been no adverse change in the financial position of either of L'Air Liquide or Air
Liquide Finance, as the case may be, or that of the Air Liquide Group since the date hereof or the date upon
which this Debt Issuance Programme Prospectus has been most recently amended or supplemented or that any
other information supplied in connection with the Programme is correct as of any time subsequent to the date on
which it is supplied or, if different, the date indicated in the document containing the same.
In the case of any Notes which are to be admitted to trading on an EEA Regulated Market in circumstances which
require the publication of a prospectus under the Prospectus Directive, the minimum specified denomination shall
be at least 100,000 (or its equivalent in any other currency as at the date of issue of the Notes).
The distribution of this Debt Issuance Programme Prospectus and the offering or sale of the Notes in certain
jurisdictions may be restricted by law. No action has been taken by L'Air Liquide, Air Liquide Finance or the
Dealers which would permit a public offering of any Notes or distribution of this Debt Issuance Programme
Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or
sold, directly or indirectly, and neither this Debt Issuance Programme Prospectus nor any Final Terms or other
offering material may be distributed or published in any jurisdiction, except under circumstances that will result
in compliance with any applicable laws and regulations and the Dealers have represented that all offers and
sales by them will be made on the same terms. Persons into whose possession this Debt Issuance Programme
Prospectus comes are required by L'Air Liquide, Air Liquide Finance, the Dealers and the Arranger to inform
themselves about and to observe any such restriction. In particular, there are restrictions on the distribution of
this Debt Issuance Programme Prospectus and the offer or sale of Notes in the United States, the United
Kingdom, Japan, Hong Kong, the People's Republic of China, Singapore, France, Italy, Germany and Russia.
The Notes and the Guarantee in respect of the Notes have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of
any state or other jurisdiction of the United States and the Notes may include Materialised Notes in bearer form
that are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or,
in the case of Materialised Notes in bearer form, delivered within the United States or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S") or in the case of
Materialised Notes in bearer form, the U.S Internal Revenue Code of 1986, as amended (the "U.S. Internal
Revenue Code")). This Debt Issuance Programme Prospectus or information contained herein is not an offer, or
2

an invitation to make offers, to sell, exchange or otherwise transfer securities in the Russian Federation to or for
the benefit of any Russian person or entity and does not constitute an advertisement or offering of securities in
the Russian Federation within the meaning of Russian securities laws. Information contained in this Debt
Issuance Programme Prospectus is not intended for any persons in the Russian Federation who are not
"qualified investors" within the meaning of Article 51.2 of the Federal Law no. 39-FZ "On the Securities
Market" dated 22 April 1996, as amended (the "Russian QIs") and must not be distributed or circulated into the
Russian Federation or made available in the Russian Federation to any persons who are not Russian QIs, unless
and to the extent they are otherwise permitted to access such information under Russian law. The Securities have
not been and will not be registered in Russia and are not intended for "placement" or "circulation" in the
Russian Federation (each as defined in Russian securities laws) unless and to the extent otherwise permitted
under Russian law. For a description of certain restrictions on offers and sales of Notes and on distribution of
this Debt Issuance Programme Prospectus, see "Subscription and Sale".
This Debt Issuance Programme Prospectus does not constitute an offer of, or an invitation by or on behalf of
L'Air Liquide, Air Liquide Finance, the Dealers or the Arranger to subscribe for, or purchase, any Notes.
The Arranger and the Dealers have not separately verified the information or representations contained or
incorporated by reference in this Debt Issuance Programme Prospectus. None of the Dealers or the Arranger
makes any representation, express or implied, or accepts any responsibility, with respect to the sincerity,
accuracy or completeness of any of the information or representations in this Debt Issuance Programme
Prospectus. Neither this Debt Issuance Programme Prospectus nor any other information incorporated by
reference in this Debt Issuance Programme Prospectus is intended to provide the basis of any credit or other
evaluation and should not be considered as a recommendation by any of L'Air Liquide, Air Liquide Finance, the
Arranger or the Dealers that any recipient of this Debt Issuance Programme Prospectus or any other information
incorporated by reference should purchase the Notes. Each potential purchaser of Notes should determine for
itself the relevance of the information contained in this Debt Issuance Programme Prospectus and its purchase of
Notes should be based upon such investigation as it deems necessary. None of the Dealers or the Arranger has
reviewed or undertakes to review the financial condition or affairs of L'Air Liquide, Air Liquide Finance or the
Air Liquide Group during the life of the arrangements contemplated by this Debt Issuance Programme
Prospectus nor to advise any investor or potential investor in the Notes of any information coming to the
attention of any of the Dealers or the Arranger.
In connection with the issue of any Tranche (as defined in "General Description of the Programme"), the
Dealer or Dealers (if any) named as the stabilising manager(s) (the "Stabilising Manager(s)") (or persons
acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may to the extent permitted
by applicable laws and regulations over-allot Notes or effect transactions with a view to supporting the
market price of the Notes at a level higher than that which might otherwise prevail. However, there is no
assurance that the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) will
undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate
public disclosure of the final terms of the offer of the relevant Tranche is made and, if begun, may be ended
at any time, but it must end no later than the earlier of 30 calendar days after the issue date of the relevant
Tranche and 60 calendar days after the date of the allotment of the relevant Tranche.
In this Debt Issuance Programme Prospectus, unless otherwise specified or the context otherwise requires,
references to "", "Euro", "EUR" or "euro" are to the single currency of the participating member states of the
European Union, references to "£", "pounds sterling", "GBP" and "Sterling" are to the lawful currency of the
United Kingdom, references to "$", "USD" and "US Dollars" are to the lawful currency of the United States of
America, references to "¥", "JPY", "Japanese yen" and "Yen" are to the lawful currency of Japan, references to
"CHF" and "Swiss francs" are to the lawful currency of Switzerland , references to "RMB", "CNY" or
"Renminbi" are to the Chinese Yuan Renminbi, the lawful currency of the People's Republic of China, which, for
the purpose of this document, excludes the Hong Kong Special Administrative Region of the People's Republic of
China, the Macau Special Administrative Region of the People's Republic of China and Taiwan (the "PRC") and
reference to "Rouble" or "RUB" means the lawful currency of the Russian Federation.
3

TABLE OF CONTENTS
TABLE OF CONTENTS ......................................................................................................................................... 4
FORWARD-LOOKING STATEMENTS AND SOURCES..................................................................................... 5
IMPORTANT NOTICES IN RESPECT OF THE PRESENTATION OF FINANCIAL INFORMATION ............. 6
RISK FACTORS ...................................................................................................................................................... 7
GENERAL DESCRIPTION ON THE PROGRAMME......................................................................................... 20
DOCUMENTS INCORPORATED BY REFERENCE.......................................................................................... 27
SUPPLEMENT TO THE DEBT ISSUANCE PROGRAMME PROSPECTUS ................................................... 31
TERMS AND CONDITIONS OF THE NOTES ................................................................................................... 32
TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED BEARER NOTES .. 63
USE OF PROCEEDS............................................................................................................................................. 65
DESCRIPTION OF L'AIR LIQUIDE.................................................................................................................... 66
RECENT DEVELOPMENTS OF L'AIR LIQUIDE SINCE 1 JANUARY 2016.................................................. 68
DESCRIPTION OF AIR LIQUIDE FINANCE..................................................................................................... 81
DESCRIPTION OF THE GUARANTEE.............................................................................................................. 84
TAXATION............................................................................................................................................................ 85
SUBSCRIPTION AND SALE ............................................................................................................................... 90
FORM OF FINAL TERMS L'AIR LIQUIDE / AIR LIQUIDE FINANCE ....................................................... 95
GENERAL INFORMATION............................................................................................................................... 106
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE DEBT ISSUANCE PROGRAMME
PROSPECTUS............................................................................................................................................. 109
4

FORWARD-LOOKING STATEMENTS AND SOURCES
This Debt Issuance Programme Prospectus contains or incorporates by reference certain forward-looking
statements that are based on estimates and assumptions. Forward-looking statements include statements with
respect to the Issuers' or the Guarantor's future financial condition, results of operations, business and
prospects and generally include all statements preceded by, followed by or that include the words "believe",
"expect", "project", "anticipate", "seek", "estimate" or similar expressions. Although it is believed that the
expectations reflected in these forward-looking statements are reasonable, there is no assurance that the actual
results or developments anticipated will be realised or, even if realised, that they will have the expected
effects on the business, financial condition or prospects of the Issuers.
These forward-looking statements speak only as of the date on which the statements were made, and no
obligation has been undertaken to publicly update or revise any outlook or forward-looking statements made
in this Debt Issuance Programme Prospectus or elsewhere as a result of new information, future events or
otherwise, except as required by applicable laws and regulations.
This Debt Issuance Programme Prospectus contains or incorporates by reference certain statements regarding
the competitive position of the Air Liquide Group using the words "global leadership", "world leader",
"leader" and similar wording. Unless a specific source is mentioned, the source for such statements is Air
Liquide Group based on revenue figures from the latest published accounts of the Group and its main
competitors.
5

IMPORTANT NOTICES IN RESPECT OF THE PRESENTATION OF FINANCIAL
INFORMATION
L'Air Liquide reports its consolidated financial information in accordance with the International Financial
Reporting Standards adopted by the European Union ("IFRS"), as prescribed by European Union Regulation
No. 1606 of 19 July 2002, as amended. See section "Documents incorporated by reference" of this Debt
Issuance Programme Prospectus for more information regarding the financial information of L'Air Liquide
presented in, and incorporated by reference into, this Debt Issuance Programme Prospectus.
On 17 November 2015, L'Air Liquide announced an agreement to acquire the U.S.-based company Airgas,
Inc. ("Airgas" and the "Acquisition"). The Acquisition was subsequently approved by the Board of Directors
of each of L'Air Liquide and Airgas and by the Airgas shareholders. The Acquisition was completed on
23 May 2016 following the receipt by L'Air Liquide of the necessary antitrust and other regulatory approvals.
Such approvals are to be followed by certain required disposals of business units or assets, the details of
which are still being determined (the "Disposals"). On 20 May 2016, L'Air Liquide, through Air Liquide
Finance as borrower, incurred USD11.6 billion of indebtedness pursuant to a bridge loan facility (the
"Acquisition Debt"). The Acquisition Debt is expected to be refinanced through the combination of newly-
issued debt securities (including offerings of dollar- and euro-denominated senior debt) and of a rights
offering (the "Refinancing").
As of the date of this Debt Issuance Programme Prospectus, the steps required for the integration of Airgas
within the Air Liquide Group are ongoing. See section "Risk factors - Risks factors related to the Issuers and
the Guarantor - Risks relating to the Acquisition of Airgas" and "Recent Developments of l'Air Liquide since
1 January 2016 - Airgas Acquisition" of this Debt Issuance Programme Prospectus for additional information
on the Acquisition.
The full perimeter of the Air Liquide Group going forward depends, in part, on the timing of the Disposals,
which have not yet been consummated. In addition, the full operational impact of the business combination is
still under review by the management and the advisors of L'Air Liquide. As a result of the foregoing
considerations, no pro forma or aggregated financial information illustrating the impact of the Acquisition or
the Disposals have been included or incorporated by reference in this Debt Issuance Programme Prospectus. It
is expected that relevant pro forma financial information will be made public by L'Air Liquide once the
assumptions required to prepare such pro forma financial information are stabilised.
If an investor wishes to review historical standalone financial information relating to Airgas, such information
is currently available through the website of Airgas (www.airgas.com). No information included on the
website of the SEC is incorporated by reference into, or otherwise forms part of, this Debt Issuance
Programme Prospectus. Prospective investors should note that Airgas prepares its financial statements in U.S.
dollars and reports its consolidated financial information in accordance with U.S. generally accepted
accounting principles ("U.S. GAAP") which may limit the comparability of the consolidated financial
information of L'Air Liquide with that of Airgas. Prospective investors are advised to consult their
professional advisors for an understanding of the differences between U.S. GAAP and other systems of
generally accepted accounting principles (including IFRS). See section "Recent Developments of l'Air Liquide
since 1 January 2016 - Airgas Acquisition" for certain information and figures regarding Airgas. See also
section "Risk factors- Risk factors related to the Issuers and the Guarantor- Risks related to the presentation
of financial information in this Debt Issuance Programme Prospectus".
6

RISK FACTORS
The Issuers and/or the Guarantor, as the case may be, believe that the following factors may affect their ability to
fulfil their obligations under the Notes issued under the Programme or the Guarantee, as the case may be. All of
these factors are contingencies which may or may not occur and the Issuers and/or the Guarantor, as the case may
be, are not in a position to express a view on the likelihood of any such contingencies occurring.
In addition, factors which the Issuers believe may be material for the purpose of assessing the market risks
associated with Notes issued under the Programme are also described below.
The Issuers and/or the Guarantor, as the case may be, believe that the factors described below represent the
principal risks inherent in investing in Notes issued under the Programme, but the inability of the Issuers and/or
the Guarantor, as the case may be, to pay interest, principal or other amounts on or in connection with any Notes
or the Guarantee, as the case may be, may occur for other reasons. The risks described below are not the only risks
the Issuers and/or the Guarantor, as the case may be, face. Additional risks and uncertainties not currently known
to the Issuers or the Guarantor or that they currently believe to be immaterial could also have a material impact on
their business operations. Prospective investors should also read the detailed information set out elsewhere in this
Debt Issuance Programme Prospectus (including any documents incorporated by reference herein) and the Final
Terms of the relevant Notes and reach their own views prior to making any decision to invest in the Notes.
Prospective investors should consult their own financial and legal advisers about risks associated with investment
in a particular Series of Notes and the suitability of investing in the Notes in light of their particular circumstances.
The order in which the following risk factors are presented is not an indication of the likelihood of their
occurrence.
Word and expressions beginning with a capitalised letter used but not otherwise defined in this section shall have
the meaning ascribed to them in the section entitled "Terms and Conditions of the Notes" of this Debt Issuance
Programme Prospectus.
RISK FACTORS RELATING TO THE ISSUERS AND THE GUARANTOR
1
Risk factors relating to L'Air Liquide
Please refer to section "Documents incorporated by reference" of this Debt Issuance Programme Prospectus.
2
Risk factors relating to Air Liquide Finance
To benefit from economies of scale and facilitate capital markets funding (bonds and commercial paper), the
Air Liquide Group uses a special-purpose subsidiary, Air Liquide Finance. This subsidiary centralizes the Air
Liquide Group's funding activities, essentially in Europe, Americas, Asia and the Middle East.
As of 31 December 2015, Air Liquide Finance granted, directly or indirectly, the equivalent of 10.2 billion
euros in loans and received 4.2 billion euros in cash surpluses as deposits. These transactions were
denominated in 24 currencies (primarily Euro, USD, JPY, RMB, GBP, CHF, SGD and BRL) and extended to
approximately 240 subsidiaries. The matching positions per currency within Air Liquide Finance, resulting
from the currency hedging of intra-group loans and borrowings, ensure that these intra-group funding
operations do not generate foreign exchange risk for the Air Liquide Group.
Furthermore, in certain specific cases (e.g. regulatory constraints, high country risk, partnership), the Air
Liquide Group may decide to limit its risk by setting up independent funding for these subsidiaries in the local
banking market, and by using credit risk insurance.
7

In addition, Air Liquide Finance manages the Air Liquide Group's interest rate and foreign exchange risks for
the Air Liquide Group's subsidiaries in those countries when it is permissible under law.
For those reasons, investment considerations in connection with Air Liquide Finance relate to financial risks
and liquidity risks of L'Air Liquide.
3
Risks relating to the presentation of financial information in this Debt Issuance Programme Prospectus
As of the date of this Debt Issuance Programme Prospectus, the steps required for the integration of Airgas
within the Air Liquide Group are ongoing (please refer to section "Recent Developments of l'Air Liquide since
1 January 2016 - Airgas Acquisition" for certain information and figures regarding Airgas and to 5. Risks
relating to the Acquisition of Airgas below). The full perimeter of the Air Liquide Group going forward
depends, in part, on the timing of the Disposals, which have not yet been consummated. In addition, the full
operational impact of the business combination is still under review by the management and the advisors of
L'Air Liquide. As a result of the foregoing considerations, no pro forma or aggregated financial information
illustrating the impact of the Acquisition or the Disposals have been included or incorporated by reference in
this Debt Issuance Programme Prospectus. It is expected that relevant pro forma financial information will be
made public by L'Air Liquide once the assumptions required to prepare such pro forma financial information
are stabilised.
Investors should note that the perimeter of the consolidated financial information presented in this Debt
Issuance Programme Prospectus comprises the historical financial statements of L'Air Liquide prior to the
Acquisition and the Disposals (and prior to the incurrence of the Acquisition Debt). The Acquisition is
expected to potentially reinforce the global leadership position of the Air Liquide Group in particular through
increasing its presence in North America and by generating significant synergies with respect to the combined
business' results of operations. In addition, the Refinancing of the Acquisition Debt is expected to comprise
additional equity and debt capital raising. Investors should note that the consolidated financial information
presented in this Debt Issuance Programme Prospectus does not discuss such prospective impacts on the
results of operations and financial condition of L'Air Liquide, the contours of which are not yet certain.
4
Information regarding Airgas has been obtained from public information and the accuracy or
completeness of such information has not been verified by L'Air Liquide
Although nothing has come to the attention of L'Air Liquide or its directors or officers that would indicate
that any statements published by Airgas are inaccurate or incomplete, L'Air Liquide was not involved in the
preparation of the reports, statements or releases published by Airgas and, therefore, cannot verify the
accuracy or completeness of the information obtained from such reports, statements or releases or whether
there has been any failure by Airgas to disclose facts or events that may have occurred, but that are unknown
to L'Air Liquide, that may affect the significance or accuracy of the information contained in such reports,
statements or releases. Furthermore, L'Air Liquide has not been involved in the preparation of the
consolidated financial statements for Airgas and its subsidiaries, and therefore cannot confirm their accuracy
or completeness or that of the adjustments and assumptions made in Airgas's accounting records.
5
Risks relating to the Acquisition of Airgas
5.1
Air Liquide will face risks related to its increased level of debt as a result of financing the
Acquisition
Air Liquide financed the Acquisition with a bridge loan facility of U.S.$12.0 billion that is scheduled
to mature in December 2016 (and which may be extended, subject to certain customary conditions, to
December 2017). Air Liquide intends to refinance this bridge loan facility (which has been drawn for
an amount of US$11.6 billion by Air Liquide Finance as borrower), through the combination of newly-
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issued debt securities (including offerings of dollar- and euro-denominated senior debt) and of a rights
offering.
The financing arrangements in connection with the Acquisition may have significant consequences.
Air Liquide's ability to refinance its bridge loan facility will depend upon market conditions.
Unfavorable market conditions may increase Air Liquide's financing costs beyond what is currently
anticipated. Failure to obtain refinancing on satisfactory terms or at all, or increased costs of financing,
could have a material adverse effect on Air Liquide's results of operations, cash flows, liquidity,
financial condition and credit rating. In particular, if Air Liquide is unable to raise the expected equity
financing, it may be obliged to seek additional debt financing to refinance the bridge loan facility,
increasing its total debt and its debt to equity ratio.
Following the Acquisition, the consolidated liabilities of Air Liquide also include outstanding Airgas
indebtedness that was not refinanced in the amount of U.S.$1,880 million in long-term and short-term
indebtedness as of 23 May 2016 (including senior notes outstanding in an aggregate amount of
U.S.$1,550 million). L'Air Liquide S.A. has provided a guarantee in respect of the outstanding senior
notes of Airgas.
However, the increased level of debt following the Acquisition may require the Air Liquide Group to
dedicate a larger portion of its cash flow from operations to servicing its debt, which could have
adverse consequences for Air Liquide.
5.2
The Acquisition and incurrence of related debt could cause a downgrading of Air Liquide's
ratings and Airgas's senior notes ratings
Air Liquide's borrowing costs and access to the debt capital markets depend to some extent on the
credit ratings assigned by the rating agencies. As was anticipated, L'Air Liquide S.A.'s long-term debt
credit rating was downgraded by two notches, from A+ to A-, by S&P upon the completion of the
Acquisition. In addition, L'Air Liquide S.A.'s long-term debt was granted a first time rating by
Moody's of A3 and the rating of Airgas's outstanding senior notes was upgraded from BBB to A- by
S&P and from Baa2 to A3 by Moody's upon the issuance of a guarantee of the senior notes by L'Air
Liquide S.A. Despite the stable outlook on each such ratings, the rating agencies may further
downgrade Air Liquide's credit ratings below their current levels, which may consequently result in a
downgrade of Airgas's senior notes ratings, should the integration of Airgas not generate the
anticipated synergies, should the equity component of the Acquisition financing be less than expected,
should Air Liquide's debt increase more than anticipated, or for other credit-related concerns. Any
credit rating downgrade could adversely affect the ability of Air Liquide to finance its ongoing
operations and to refinance its indebtedness, increase Air Liquide's financing expenses and adversely
affect its financial condition.
5.3
Air Liquide may not be able to retain Airgas's key managers or employees following the
Acquisition
Beyond the expected evolution of Airgas's human resources, including planned departures that were
anticipated independently of the Acquisition (such as moves or retirements), Air Liquide may face
difficulties in retaining some of its own or Airgas's key employees due to uncertainties about or
dissatisfaction with their new roles in the integrated organization following the Acquisition. As part of
the integration process, Air Liquide will have to address issues inherent to the management and
integration of a greater number of employees with distinct backgrounds, profiles, compensation
structures and cultures, which could lead to disruption in its ability to run its operations as intended.
The Air Liquide Group plans to deploy retention programs for identified key employees.
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5.4
Air Liquide may fail to realize the synergies and other benefits anticipated from the Acquisition
Although Air Liquide and Airgas are two companies of considerable size that function independently,
with geographically dispersed operations and different business cultures and customer bases, both
companies have solid experiences in acquiring other entities and achieving projected benefits of
acquisitions, thanks to efficient integration processes.
The integration process relating to Airgas involves inherent costs and uncertainties. The synergies and
other benefits that the Acquisition is expected to yield (including growth opportunities, cost savings,
increased revenues and profits) may not develop as contemplated if Air Liquide is unable to
successfully introduce Air Liquide products to Airgas's existing customer base, and vice versa, or to
successfully complete the integration of the IT systems and business processes or as a result of legal
restrictions in certain jurisdictions or of negative reaction of customers or suppliers to the Acquisition.
Completion of the Acquisition has required, and the successful integration of Airgas will continue to
require, a significant amount of management time and, thus, may impair management's ability to run
the business effectively during the integration period, although dedicated teams have been appointed to
manage this process.
Although the estimated synergies and other benefits contemplated by the Acquisition are significant,
any failures, material delays or unexpected costs of the integration process could have an adverse
effect on the business and financial condition of Air Liquide.
5.5
The due diligence by Air Liquide in connection with the Acquisition may not have revealed all
relevant considerations or liabilities of Airgas
Air Liquide conducted due diligence on Airgas in order to identify facts that it considered relevant to
evaluate the Acquisition, including the determination of the price Air Liquide agreed to pay, and to
formulate a business strategy. However, the information provided to Air Liquide and its advisors
during the due diligence may nonetheless have been incomplete, inadequate or inaccurate. If the due
diligence investigations failed to correctly identify material issues and liabilities that may be present in
Airgas, or if Air Liquide did not correctly evaluate the materiality of some of the risks, Air Liquide
may be subject to significant, previously undisclosed liabilities of the acquired business and/or
subsequently incur impairment charges or other losses. If this were to occur, it could contribute to
lower operational performance than what was originally expected or result in additional difficulties
with respect to the integration plan.
5.6
The acquisition of Airgas may trigger change of control clauses
Airgas is a party to joint ventures, distribution agreements, supply contracts and debt and other
instruments that may contain change of control or similar provisions. Although under certain
agreements the relevant counterparties of Airgas have consented to the change of control prior to the
completion of the Acquisition, the completion of the Acquisition may trigger or allegedly trigger other
such clauses, which may provide for or permit the early termination of the relevant agreement(s), or
result in other consequences that could have a material adverse effect on the business and financial
condition of Air Liquide.
5.7
Air Liquide and Airgas have incurred and will incur substantial transaction costs in connection
with the Acquisition
Air Liquide and Airgas have incurred and will continue to incur significant transaction fees and other
costs associated with the Acquisition. These fees and costs include financing, financial advisory, legal
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