ARG - 12.31.14 10-Q
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 
_______________________________________
FORM 10-Q
________________________________________
ý
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: December 31, 2014
Commission file number: 1-9344 
________________________________________
AIRGAS, INC.
(Exact name of registrant as specified in its charter)
________________________________________
Delaware
 
56-0732648
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
259 North Radnor-Chester Road, Suite 100
Radnor, PA
 
19087-5283
(Address of principal executive offices)
 
(ZIP code)
(610) 687-5253
(Registrant’s telephone number, including area code) 
________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share
 
New York Stock Exchange
Preferred Stock Purchase Rights
 
New York Stock Exchange
 
 
 
Securities registered pursuant to Section 12(g) of the Act: None.
______________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
ý
Accelerated filer
¨
 
 
 
 
Non-accelerated filer
o  
Smaller reporting company
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
The number of shares of common stock outstanding as of February 4, 2015 was 75,118,647.
 

Table of Contents

AIRGAS, INC.

FORM 10-Q
December 31, 2014

TABLE OF CONTENTS
 
 
PAGE
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


2
Table of Contents

PART I—FINANCIAL INFORMATION

ITEM 1.
FINANCIAL STATEMENTS.

AIRGAS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
 
Three Months Ended
 
Nine Months Ended
 
December 31,
 
December 31,
(In thousands, except per share amounts)
2014
 
2013
 
2014
 
2013
Net Sales
$
1,331,820

 
$
1,242,846

 
$
4,003,162

 
$
3,804,707

Costs and Expenses:
 
 
 
 
 
 
 
Cost of products sold (excluding depreciation)
588,933

 
537,670

 
1,772,873

 
1,676,225

Selling, distribution and administrative expenses
496,409

 
472,687

 
1,491,497

 
1,420,617

Depreciation
75,556

 
69,905

 
221,351

 
205,422

Amortization
8,036

 
7,665

 
23,693

 
22,141

Total costs and expenses
1,168,934

 
1,087,927

 
3,509,414

 
3,324,405

Operating Income
162,886

 
154,919

 
493,748

 
480,302

Interest expense, net
(13,673
)
 
(16,216
)
 
(48,374
)
 
(57,675
)
Loss on the extinguishment of debt (Note 7)
—

 
(9,150
)
 
—

 
(9,150
)
Other income (expense), net
(238
)
 
2,292

 
1,712

 
3,879

Earnings before income taxes
148,975

 
131,845

 
447,086


417,356

Income taxes
(55,776
)
 
(49,086
)
 
(166,723
)
 
(154,929
)
Net Earnings
$
93,199

 
$
82,759

 
$
280,363

 
$
262,427

Net Earnings per Common Share:
 
 
 
 
 
 
 
Basic earnings per share
$
1.25

 
$
1.12

 
$
3.76

 
$
3.57

Diluted earnings per share
$
1.23

 
$
1.10

 
$
3.70

 
$
3.51

Weighted Average Shares Outstanding:
 
 
 
 
 
 
 
Basic
74,767

 
73,767

 
74,534

 
73,505

Diluted
75,954

 
75,094

 
75,721

 
74,812

Dividends Declared per Common Share
$
0.55

 
$
0.48

 
$
1.65

 
$
1.44

See accompanying notes to consolidated financial statements.


3
Table of Contents


AIRGAS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
 
Three Months Ended
 
Nine Months Ended
 
December 31,
 
December 31,
(In thousands)
2014
 
2013
 
2014
 
2013
Net earnings
$
93,199

 
$
82,759

 
$
280,363

 
$
262,427

Other comprehensive income (loss), before tax:
 
 
 
 
 
 
 
  Foreign currency translation adjustments
(5,692
)
 
(1,308
)
 
(8,508
)
 
(1,845
)
  Reclassification of hedging loss included in net earnings
129

 
129

 
388

 
388

Other comprehensive income (loss), before tax
(5,563
)
 
(1,179
)
 
(8,120
)
 
(1,457
)
  Net tax expense of other comprehensive income items
(48
)
 
(48
)
 
(144
)
 
(144
)
Other comprehensive income (loss), net of tax
(5,611
)
 
(1,227
)
 
(8,264
)
 
(1,601
)
Comprehensive income
$
87,588

 
$
81,532

 
$
272,099

 
$
260,826

See accompanying notes to consolidated financial statements.



4


Table of Contents


AIRGAS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 
(Unaudited)
 
 
(In thousands, except per share amounts)
December 31,
2014
 
March 31,
2014
ASSETS
 
 
 
Current Assets
 
 
 
Cash
$
73,588

 
$
69,561

Trade receivables, less allowances for doubtful accounts of $28,963 and $31,757 at December 31, 2014 and March 31, 2014, respectively
692,748

 
701,060

Inventories, net
499,570

 
478,149

Deferred income tax asset, net
57,882

 
57,961

Prepaid expenses and other current assets
150,686

 
92,356

Total current assets
1,474,474

 
1,399,087

Plant and equipment at cost
5,209,437

 
4,931,064

Less accumulated depreciation
(2,303,074
)
 
(2,128,649
)
Plant and equipment, net
2,906,363

 
2,802,415

Goodwill
1,311,771

 
1,289,896

Other intangible assets, net
249,705

 
258,836

Other non-current assets
47,668

 
43,080

Total assets
$
5,989,981

 
$
5,793,314

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current Liabilities
 
 
 
Accounts payable, trade
$
203,305

 
$
196,911

Accrued expenses and other current liabilities
349,900

 
345,676

Short-term debt
416,314

 
387,866

Current portion of long-term debt
250,092

 
400,322

Total current liabilities
1,219,611

 
1,330,775

Long-term debt, excluding current portion
1,757,978

 
1,706,774

Deferred income tax liability, net
839,124

 
825,897

Other non-current liabilities
88,167

 
89,219

Commitments and contingencies


 


Stockholders’ Equity
 
 
 
Preferred stock, 20,030 shares authorized, no shares issued or outstanding at December 31, 2014 and March 31, 2014
—

 
—

Common stock, par value $0.01 per share, 200,000 shares authorized, 87,504 and 87,353 shares issued at December 31, 2014 and March 31, 2014, respectively
875

 
874

Capital in excess of par value
839,198

 
789,789

Retained earnings
2,191,939

 
2,047,843

Accumulated other comprehensive income (loss)
(7,735
)
 
529

Treasury stock, 12,477 and 13,264 shares at cost at December 31, 2014 and March 31, 2014, respectively
(939,176
)
 
(998,386
)
Total stockholders’ equity
2,085,101

 
1,840,649

Total liabilities and stockholders’ equity
$
5,989,981

 
$
5,793,314

See accompanying notes to consolidated financial statements.

5


Table of Contents


AIRGAS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
Nine Months Ended
 
December 31,
(In thousands)
2014
 
2013
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
Net earnings
$
280,363

 
$
262,427

Adjustments to reconcile net earnings to net cash provided by operating activities:
 
 
 
Depreciation
221,351

 
205,422

Amortization
23,693

 
22,141

Deferred income taxes
14,332

 
9,061

Gain on sales of plant and equipment
(1,654
)
 
(1,268
)
Stock-based compensation expense
25,618

 
24,542

Loss on the extinguishment of debt
—

 
9,150

Changes in assets and liabilities, excluding effects of business acquisitions:
 
 
 
Trade receivables, net
14,337

 
52,930

Inventories, net
(20,974
)
 
(9,885
)
Prepaid expenses and other current assets
(58,230
)
 
8,023

Accounts payable, trade
5,195

 
(26,663
)
Accrued expenses and other current liabilities
17,972

 
(597
)
Other, net
(7,319
)
 
(1,421
)
Net cash provided by operating activities
514,684

 
553,862

CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
Capital expenditures
(338,905
)
 
(257,476
)
Proceeds from sales of plant and equipment
16,992

 
11,427

Business acquisitions and holdback settlements
(45,165
)
 
(179,581
)
Other, net
316

 
(957
)
Net cash used in investing activities
(366,762
)
 
(426,587
)
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
Net increase in short-term debt
27,966

 
442,948

Proceeds from borrowings of long-term debt
312,941

 
132,525

Repayment of long-term debt
(406,345
)
 
(635,721
)
Financing costs
(5,236
)
 
(7,676
)
Purchase of treasury stock
—

 
(8,127
)
Proceeds from the exercise of stock options
41,565

 
29,771

Stock issued for the Employee Stock Purchase Plan
13,304

 
12,974

Excess tax benefit realized from the exercise of stock options
10,487

 
9,426

Dividends paid to stockholders
(123,080
)
 
(105,936
)
Change in cash overdraft and other
(15,497
)
 
(21,620
)
Net cash used in financing activities
(143,895
)
 
(151,436
)
Change in cash
$
4,027

 
$
(24,161
)
Cash – Beginning of period
69,561

 
86,386

Cash – End of period
$
73,588

 
$
62,225

See accompanying notes to consolidated financial statements.

6


Table of Contents
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)




(1) BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Airgas, Inc. and its subsidiaries (“Airgas” or the “Company”). Intercompany accounts and transactions are eliminated in consolidation. The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). These consolidated financial statements do not include all disclosures required for annual financial statements. These consolidated financial statements should be read in conjunction with the complete disclosures contained in the Company’s audited consolidated financial statements for the fiscal year ended March 31, 2014.
The preparation of financial statements in accordance with GAAP requires the use of estimates. The consolidated financial statements reflect, in the opinion of management, reasonable estimates and all adjustments necessary to present fairly the Company’s results of operations, financial position and cash flows for the periods presented. The interim operating results are not necessarily indicative of the results to be expected for the entire year.
(2) ACCOUNTING AND DISCLOSURE CHANGES
Recently Adopted Accounting Pronouncements
In March 2013, the Financial Accounting Standards Board (“FASB”) issued new guidance clarifying the accounting for the release of cumulative translation adjustments (“CTA”) into net income upon the occurrence of certain sale or other derecognition transactions related to foreign entities. The new guidance describes the circumstances in which CTA should be released (either partially or fully) into net income based on the type of transaction related to a foreign entity. The Company adopted the new guidance effective April 1, 2014. The guidance did not have an impact on the Company’s financial position, results of operation or liquidity upon adoption. The Company will prospectively apply the provisions of the new guidance to applicable transactions related to its foreign entities.
In July 2013, the FASB issued new guidance clarifying the financial statement presentation of unrecognized tax benefits. The new guidance specifies that an unrecognized tax benefit (or a portion thereof) shall be presented in the financial statements as a reduction to a deferred tax asset depending on the availability of certain deferred tax assets to settle the additional income taxes resulting from the disallowance of a tax position. If the deferred tax asset is not available or the entity does not plan to use the deferred tax asset for such purpose given the option, the unrecognized tax benefit shall be presented in the financial statements as a liability and shall not be combined with deferred tax assets. The Company adopted the new guidance effective April 1, 2014, with no material impact on the balance sheet presentation of its unrecognized tax benefits.
Accounting Pronouncements Not Yet Adopted
In April 2014, the FASB issued new guidance on the reporting of discontinued operations. The guidance amends existing standards by limiting the presentation of discontinued operations to disposals that represent a strategic shift with a major effect on an entity’s operations and financial results. In contrast, many disposals under current standards, which may be more routine in nature and not change an entity’s strategy, are reported in discontinued operations. The guidance also requires new disclosures around both disposals qualifying for discontinued operations as well as significant disposals that are not considered discontinued operations. The new guidance is effective for the Company on a prospective basis starting April 1, 2015, with early adoption permitted for disposals that have not been previously reported in the Company’s financial statements. The impact of the new guidance on the Company’s consolidated financial statements will depend on the occurrence of disposal transactions subject to the guidance, and will only be applicable to new disposals subsequent to adoption.
In May 2014, the FASB issued new guidance on the accounting for revenue from contracts with customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The new guidance will replace most existing GAAP revenue recognition guidance when it becomes effective. The new standard is effective for the Company on April 1, 2017, and early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that the new guidance will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

7
Table of Contents
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)

(3) ACQUISITIONS
Current Year Acquisitions
Acquisitions have been recorded using the acquisition method of accounting and accordingly, results of their operations have been included in the Company’s consolidated financial statements since the effective date of each respective acquisition.
During the nine months ended December 31, 2014, the Company acquired 13 businesses with historical annual sales of approximately $48 million. Transaction and other integration costs incurred during the nine months ended December 31, 2014 were $1.4 million and were included in selling, distribution and administrative expenses in the Company’s consolidated statement of earnings. These acquisitions contributed approximately $19 million in net sales during the nine months ended December 31, 2014.
The Company negotiated the respective purchase prices of the businesses based on the expected cash flows to be derived from their operations after integration into the Company’s existing distribution, production and service networks. The acquisition purchase price for each business is allocated based on the fair values of the assets acquired and liabilities assumed, which are based on management estimates and third-party appraisals. Purchase price allocations for certain businesses most recently acquired during the nine months ended December 31, 2014 are primarily based on provisional fair values and are subject to revision as the Company finalizes appraisals and other analyses. Final determination of the fair values may result in further adjustments to the values presented below. The following table summarizes the consideration paid and the estimated fair values of the assets acquired and liabilities assumed for fiscal 2015 acquisitions, as well as adjustments to finalize the valuations of certain prior year acquisitions. Valuation adjustments related to prior year acquisitions were not significant.
(In thousands)
Distribution
Business
Segment
 
All Other
Operations
Business Segment
 
Total
Consideration
 
 
 
 
 
Cash (a)
$
44,112

 
$
1,053

 
$
45,165

Airgas, Inc. common stock (b)
4,458

 
—

 
4,458

Fair value of total consideration transferred
$
48,570

 
$
1,053

 
$
49,623

 
 
 
 
 
 
Recognized amounts of identifiable assets acquired and liabilities assumed
 
 
 
 
 
Current assets, net
$
8,927

 
$
3

 
$
8,930

Plant and equipment
13,280

 
—

 
13,280

Other intangible assets
12,812

 
1,040

 
13,852

Current liabilities
(6,107
)
 
(50
)
 
(6,157
)
Non-current liabilities
(4,158
)
 
—

 
(4,158
)
Total identifiable net assets
24,754

 
993

 
25,747

 
 
 
 
 
 
Goodwill
23,816

 
60

 
23,876


$
48,570

 
$
1,053

 
$
49,623

____________________
(a) 
Includes cash paid, net of cash acquired, for current year acquisitions as well as payments for the settlement of holdback liabilities and contingent consideration arrangements associated with prior year acquisitions.
(b)
Represents 41,060 shares of Airgas, Inc. common stock issued in connection with a single acquisition. The fair value of the shares issued as part of the consideration for the acquisition was determined based on the closing sales price of Airgas, Inc. common stock on the acquisition date.
The fair value of trade receivables acquired with fiscal 2015 acquisitions was $6.0 million, with gross contractual amounts receivable of $6.8 million. Goodwill associated with fiscal 2015 acquisitions was $22.1 million, of which $17.8 million is deductible for income tax purposes. Goodwill largely consists of expected synergies resulting from the acquisitions, including increased distribution density and enhanced capabilities that will facilitate the sale of industrial, medical and specialty gases, and related supplies. Other intangible assets related to fiscal 2015 acquisitions represent customer relationships and non-competition agreements, and amounted to $9.3 million and $4.5 million, respectively. See Note 5 for further information on goodwill and other intangible assets.

8
Table of Contents
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)

The following table provides unaudited pro forma results of operations for the nine months ended December 31, 2014 and 2013, as if fiscal 2015 acquisitions had occurred on April 1, 2013. The pro forma results were prepared from financial information obtained from the sellers of the businesses, as well as information obtained during the due diligence process associated with the acquisitions. The unaudited pro forma results reflect certain adjustments related to the acquisitions, such as increased depreciation and amortization expense resulting from the stepped-up basis to fair value of assets acquired and adjustments to reflect the Company’s borrowing and tax rates. The pro forma operating results do not include any anticipated synergies related to combining the businesses. Accordingly, such pro forma operating results were prepared for comparative purposes only and do not purport to be indicative of what would have occurred had the acquisitions been made as of April 1, 2013 or of results that may occur in the future.
 
Nine Months Ended
 
December 31,
(In thousands, except per share amounts)
2014
 
2013
Net sales
$
4,018,779

 
$
3,839,362

Net earnings
280,494

 
263,300

Diluted earnings per share
$
3.70

 
$
3.52

Prior Year Acquisitions
During the nine months ended December 31, 2013, the Company purchased nine businesses. A total of $181 million in net cash was paid for the nine businesses, the settlement of holdback liabilities and the settlement of a contingent consideration arrangement associated with a prior year acquisition. Transaction and other integration costs incurred during the nine months ended December 31, 2013 were $1 million. The acquired businesses had aggregate historical annual sales of approximately $70 million. These acquisitions contributed approximately $14 million in net sales for the nine months ended December 31, 2013. The Company acquired these businesses in order to expand its geographic coverage and strengthen its national network of branch-store locations.
(4) INVENTORIES, NET
Inventories, net, consist of:
(In thousands)
December 31, 2014
 
March 31, 2014
Hardgoods
$
332,565

 
$
313,127

Gases
167,005

 
165,022

 
$
499,570

 
$
478,149

(5) GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. The valuations of assets acquired and liabilities assumed from certain recent acquisitions are based on preliminary estimates of fair value and are subject to revision as the Company finalizes appraisals and other analyses. Changes in the carrying amount of goodwill by business segment for the nine months ended December 31, 2014 were as follows:
(In thousands)
Distribution Business Segment
 
All Other Operations Business Segment
 
Total
Balance at March 31, 2014
$
1,092,728

 
$
197,168

 
$
1,289,896

Acquisitions (a)
23,816

 
60

 
23,876

Other adjustments, including foreign currency translation
(1,943
)
 
(58
)
 
(2,001
)
Balance at December 31, 2014
$
1,114,601

 
$
197,170

 
$
1,311,771

____________________
(a)
Includes acquisitions completed during the current year and adjustments made to prior year acquisitions.

9
Table of Contents
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)

Annual Test for Goodwill Impairment
The Company is required to test goodwill associated with each of its reporting units for impairment at least annually and whenever events or circumstances indicate that it is more likely than not that goodwill may be impaired. The Company performs its annual goodwill impairment test as of October 31 of each year. At October 31, 2014, the Company had 21 reporting units in the Distribution business segment and 5 reporting units in the All Other Operations business segment, each of which constitutes an operating segment for purposes of the Company’s segment reporting.
GAAP provides that prior to performing the traditional two-step goodwill impairment test, the Company is permitted to first perform a qualitative assessment about the likelihood of the carrying value of a reporting unit exceeding its fair value, referred to as the “Step 0” assessment. The Step 0 assessment requires the evaluation of certain events and circumstances such as macroeconomic conditions, industry and market considerations, cost factors and overall financial performance, as well as company and reporting unit-specific items. After performing the Step 0 assessment, should the Company determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, it is required to perform the prescribed two-step goodwill impairment test to identify the potential goodwill impairment and measure the amount of the goodwill impairment loss, if any, to be recognized for that reporting unit. However, if the Company concludes otherwise based on the Step 0 assessment, the two-step goodwill impairment test is not required. The Step 0 assessment can be applied to none, some or all of the Company’s reporting units in any period, and the Company may also bypass the Step 0 assessment for any reporting unit in any period and proceed directly to performing the first step of the two-step goodwill impairment test for the given reporting unit.
For the October 31, 2014 goodwill impairment test, the Company applied the Step 0 assessment to all 21 of the reporting units in the Distribution business segment and 4 of the 5 reporting units in the All Other Operations business segment. After performing the Step 0 assessment for these reporting units, the Company concluded that it is more likely than not that the fair value of each reporting unit is greater than its carrying amount. Therefore, the two-step goodwill impairment test is not required for these reporting units.
However, the Company bypassed the option to perform the Step 0 assessment and proceeded directly to performing the first step of the two-step goodwill impairment test for the Company’s refrigerants business in the All Other Operations business segment. The Company determined the estimated fair value of the reporting unit as of October 31, 2014 using a discounted cash flow model and compared this value to the carrying value of the reporting unit. Significant assumptions used in the cash flow model include sales growth rates and profit margins based on the reporting unit’s business plan, future capital expenditures, working capital needs, and discount and perpetual growth rates. The discount rate used to estimate the fair value of the reporting unit exceeded the Company’s weighted average cost of capital as a whole, as the discount rate used for this purpose assigns a higher risk premium to the smaller entity. The perpetual growth rate assumed in the discounted cash flow model was in line with the long-term growth rate as measured by the U.S. Gross Domestic Product and the industry’s long-term rate of growth. In addition to Company and reporting unit-specific growth targets, general economic conditions, the long-term economic outlook for the U.S. economy, and market conditions affecting borrowing costs and returns on equity all influence the estimated fair value of the reporting unit. The Company’s methodology used for valuing this reporting unit for the purpose of its goodwill impairment test is consistent with the prior year.
For the Company’s refrigerants business, the result of the annual goodwill impairment test indicated that the fair value of the reporting unit was in excess of its carrying amount by slightly more than 10%. The forecasted cash flows for this business reflect changes in the regulatory environment and market responses to those changes, which were recently impacted by rulings from the United States Environmental Protection Agency (“EPA”). Volumes and pricing for the refrigerants business were pressured following the EPA ruling in March 2013 that allowed for an increase in the production and import of Refrigerant-22 (“R-22”) in calendar years 2013 and 2014, resulting in a greater-than-expected availability of virgin R-22 in the marketplace. In October 2014, the EPA posted its final calendar year 2015 to 2019 allocation rule pertaining to allowances for virgin production and consumption of hydrochlorofluorocarbons (“HCFCs”), including R-22. The final rule provided clarity on the pace and magnitude of the reduction in allowable production of R-22 for the calendar year 2015 to 2019 time period, beginning with an approximately 60% reduction for calendar year 2015 and ending with a final ban on all production effective January 1, 2020.

10
Table of Contents
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)

The Company believes its refrigerants business remains well-positioned over the long-term to benefit from the affirmed production and consumption reductions as a leading reclaimer and recycler of R-22, and that the impact from the EPA’s October 2014 ruling will be incrementally positive for its refrigerants business over the long-term. However, there is uncertainty as to how the final ruling will impact the market dynamics in the near-term, as the market sheds the excess inventory that has accumulated throughout the supply chain since the previous EPA ruling in March 2013. Changes in the reporting unit’s estimated future cash flows as a result of near-term uncertainty in the market based on the excess inventory build-up, as well as the pace and extent of marketplace migration toward the use of reclaimed product, could adversely affect the fair value or carrying amount of this reporting unit. As a result, the Company will continue to monitor this business and consider interim analyses of goodwill as appropriate. The amount of goodwill associated with this reporting unit was $88 million at December 31, 2014.
Other Intangible Assets
Other intangible assets by major class are as follows:
 
December 31, 2014
 
March 31, 2014
(In thousands)
Weighted Average Amortization Period (Years)
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Amount
 
Weighted Average Amortization Period (Years)
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Amount
Customer relationships
17
 
$
346,421

 
$
(117,031
)
 
$
229,390

 
17
 
$
345,199

 
$
(107,577
)
 
$
237,622

Non-competition agreements
6
 
42,837

 
(22,694
)
 
20,143

 
7
 
40,316

 
(19,287
)
 
21,029

Other
 
 
200

 
(28
)
 
172

 
 
 
199

 
(14
)
 
185

 
 
 
$
389,458

 
$
(139,753
)
 
$
249,705

 
 
 
$
385,714

 
$
(126,878
)
 
$
258,836

Other intangible assets primarily consist of customer relationships, which are amortized over the estimated benefit periods ranging from seven to 25 years, and non-competition agreements, which are amortized over the terms of the agreements. The determination of the estimated benefit periods associated with customer relationships is based on an analysis of historical customer sales attrition information and other customer-related factors at the date of acquisition. There are no expected residual values related to these intangible assets. The Company evaluates the estimated benefit periods and recoverability of its other intangible assets when facts and circumstances indicate that the lives may not be appropriate and/or the carrying values of the assets may not be recoverable. If the carrying value of an asset group containing other intangible assets is not recoverable, impairment is measured as the amount by which the carrying value exceeds its estimated fair value.
As the Company’s other intangible assets amortize and reach the end of their respective amortization periods, the fully amortized balances are removed from the gross carrying and accumulated amortization amounts. Amortization expense related to the Company’s other intangible assets for the nine months ended December 31, 2014 and 2013 was $22.6 million and $21.2 million, respectively. Estimated future amortization expense for the Company’s other intangible assets by fiscal year is as follows: remainder of fiscal 2015 - $7.3 million; 2016 - $28.9 million; 2017 - $27.0 million; 2018 - $25.3 million; 2019 - $23.3 million; and $137.9 million thereafter.

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AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)

(6) ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities include:
(In thousands)
December 31, 2014
 
March 31, 2014
Accrued payroll and employee benefits
$
103,688

 
$
92,038

Business insurance reserves (a)
50,126

 
49,372

Income taxes
15,020


8,943

Taxes other than income taxes
22,638

 
25,183

Cash overdraft
52,748

 
68,245

Deferred rental revenue
32,281

 
34,557

Accrued interest
13,852

 
11,335

Other accrued expenses and current liabilities
59,547

 
56,003

 
$
349,900

 
$
345,676

____________________
(a)
With respect to the business insurance reserves above, the Company had corresponding insurance receivables of $11.6 million at December 31, 2014 and $11.8 million at March 31, 2014, which are included within the “Prepaid expenses and other current assets” line item on the Company’s consolidated balance sheets. The insurance receivables represent the balance of probable claim losses in excess of the Company’s deductible for which the Company is fully insured.
(7) INDEBTEDNESS
Total debt consists of:
(In thousands)
December 31, 2014
 
March 31, 2014
Short-term
 
 
 
Money market loans
$
—

 
$
—

Commercial paper
416,314

 
387,866

Short-term debt
$
416,314

 
$
387,866

 
 
 
 
Long-term
 
 
 
Trade receivables securitization
$
295,000

 
$
295,000

Revolving credit borrowings - U.S.
—

 
—

Revolving credit borrowings - Multi-currency
56,858

 
54,230

Revolving credit borrowings - France
7,077

 
8,056

Senior notes, net
1,648,513

 
1,748,774

Other long-term debt
622

 
1,036

Total long-term debt
2,008,070

 
2,107,096

Less current portion of long-term debt
(250,092
)
 
(400,322
)
Long-term debt, excluding current portion
$
1,757,978

 
$
1,706,774

 
 
 
 
Total debt
$
2,424,384

 
$
2,494,962

Money Market Loans
The Company has an agreement with a financial institution to provide access to short-term advances not to exceed $35 million that was extended in November 2014 and now expires on December 29, 2015. The agreement may be further extended subject to renewal provisions contained in the agreement. The advances may be for one to six months with rates at a fixed spread over the corresponding London Interbank Offering Rate (“LIBOR”). At December 31, 2014, there were no advances outstanding under the agreement.

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AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)

The Company also has an agreement with another financial institution that provides access to additional short-term advances not to exceed $35 million that expires on July 31, 2015. The agreement may be further extended subject to renewal provisions contained in the agreement. The advances are generally overnight or for up to seven days. The amount, term and interest rate of an advance are established through mutual agreement with the financial institution when the Company requests such an advance. At December 31, 2014, there were no advances outstanding under the agreement.
Senior Credit Facility
On November 18, 2014, the Company entered into a $1 billion Second Amended and Restated Credit Agreement (the “Credit Facility”) to amend and restate the previous amended and restated credit agreement dated July 19, 2011. The Credit Facility consists of a $875 million U.S. dollar revolving credit line, with a $100 million letter of credit sublimit and a $75 million swingline sublimit and a $125 million (U.S. dollar equivalent) multi-currency revolving credit line. The maturity date of the Credit Facility is November 18, 2019. Under circumstances described in the Second Amended and Restated Credit Agreement, the revolving credit line may be increased by an additional $500 million, provided that the multi-currency revolving credit line may not be increased by more than an additional $50 million. As a part of the Credit Facility renewal the Company pays a commitment (or unused) fee on the undrawn portion of the Credit Facility equal to 15 basis points per annum.
On December 12, 2014, the Company amended the terms of the French revolving credit agreement to reduce the commitment fees and extend the maturity to November 18, 2019.
As of December 31, 2014, the Company had $57 million of borrowings under the Credit Facility, all of which were under the multi-currency revolver. There were no borrowings under the U.S. dollar revolver at December 31, 2014. The Company also had outstanding U.S. letters of credit of $51 million issued under the Credit Facility. At December 31, 2014, the financial covenant of the Credit Facility did not restrict the Company’s ability to borrow on the unused portion of the Credit Facility, and the Company was in compliance with all covenants under all of its debt agreements. At December 31, 2014, $476 million remained available under the Company’s Credit Facility, after giving effect to the borrowings under the commercial paper program backstopped by the Credit Facility, the outstanding U.S. letters of credit and the borrowings under the multi-currency revolver.
Commercial Paper
In November 2014, the Company’s commercial paper program supported by its Credit Facility was increased to $1 billion in conjunction with the increased size of the Credit Facility. This program allows the Company to obtain favorable short-term borrowing rates with maturities that may vary, but will generally not exceed 90 days from the date of issue. The Company will use proceeds from the commercial paper program to pay down amounts outstanding under its Credit Facility and for general corporate purposes.
Trade Receivables Securitization
The Company participates in a securitization agreement with three commercial bank conduits to which it sells qualifying trade receivables on a revolving basis (the “Securitization Agreement”). The Company’s sale of qualified trade receivables is accounted for as a secured borrowing under which qualified trade receivables collateralize amounts borrowed from the commercial bank conduits. Trade receivables that collateralize the Securitization Agreement are held in a bankruptcy-remote special purpose entity, which is consolidated for financial reporting purposes and represents the Company’s only variable interest entity. Qualified trade receivables in the amount of the outstanding borrowing under the Securitization Agreement are not available to the general creditors of the Company. The maximum amount available under the Securitization Agreement is $295 million and it bears interest at approximately LIBOR plus 75 basis points.
On December 5, 2014, the Company entered into the Fifth Amendment to the Securitization Agreement which extended the expiration date of the Securitization Agreement from December 5, 2016 to December 5, 2017. At December 31, 2014, the amount of outstanding borrowing under the Securitization Agreement was $295 million. Amounts borrowed under the Securitization Agreement could fluctuate monthly based on the Company’s funding requirements and the level of qualified trade receivables available to collateralize the Securitization Agreement. The Securitization Agreement contains customary events of termination, including standard cross-default provisions with respect to outstanding debt.

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Table of Contents
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)

Senior Notes
On June 17, 2014, the Company issued $300 million of 3.65% senior notes maturing on July 15, 2024 (the “2024 Notes”). The 2024 Notes were issued at a discount with a yield of 3.673%. The net proceeds from the sale of the 2024 Notes were used for general corporate purposes, including to fund acquisitions and repay indebtedness under the Company’s commercial paper program. Interest on the 2024 Notes is payable semi-annually on January 15 and July 15 of each year, commencing on January 15, 2015. The 2024 Notes contain covenants that restrict the incurrence of liens and limit sale and leaseback transactions. The Company has the option to redeem the 2024 Notes prior to their maturity, in whole or in part, at 100% of the principal plus any accrued but unpaid interest and applicable make-whole payments.
In September 2014, the Company repaid $400 million of 4.50% senior notes that matured.
In October 2014, the $250 million outstanding of 3.25% senior notes maturing on October 1, 2015 (the “2015 Notes”) were reclassified to the “Current portion of long-term debt” line item on the Company’s Consolidated Balance Sheet based on the maturity date.
Debt Extinguishment Charges
During the three months ended December 31, 2013, the Company redeemed its $215 million 7.125% senior subordinated notes originally due to mature on October 1, 2018 in full at a price of 103.563%. A loss on the early extinguishment of $9.1 million was recognized during the three months ended December 31, 2013 related to the redemption premium and the write-off of unamortized debt issuance costs.
Aggregate Long-term Debt Maturities
The aggregate maturities of long-term debt at December 31, 2014 are as follows:
(In thousands)
Debt Maturities  (a)
Remainder of fiscal 2015
$
34

March 31, 2016
250,272

March 31, 2017
250,221

March 31, 2018
620,095

March 31, 2019
—

Thereafter
888,935

 
$
2,009,557

____________________
(a)
Outstanding borrowings under the Securitization Agreement at December 31, 2014 are reflected as maturing at the agreement’s expiration on December 5, 2017.
The Company’s senior notes are reflected in the debt maturity schedule at their maturity values rather than their carrying values, which are net of aggregate discounts of $1.5 million at December 31, 2014.
(8) FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value are classified based upon the level of judgment associated with the inputs used to measure their fair value. The hierarchical levels related to the subjectivity of the valuation inputs are defined as follows:
•
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date.
•
Level 2 inputs are inputs, other than quoted prices included within Level 1, that are directly or indirectly observable through corroboration with observable market data at the measurement date.
•
Level 3 inputs are unobservable inputs that reflect management’s best estimate of the assumptions (including assumptions about risk) that market participants would use in pricing the asset or liability at the measurement date.
The carrying values of cash, trade receivables, other current receivables, trade payables and other current liabilities (e.g., deposit liabilities, cash overdrafts, etc.) approximate fair value.

14
Table of Contents
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)

Assets and Liabilities Measured at Fair Value on a Recurring Basis
Assets and liabilities measured at fair value on a recurring basis at December 31, 2014 and March 31, 2014 are categorized in the tables below based on the lowest level of significant input to the valuation. During the periods presented, there were no transfers between fair value hierarchical levels.
 
Balance at
 
Quoted prices in
active markets
Level 1
 
Significant other
observable inputs
Level 2
 
Significant
unobservable inputs
Level 3
(In thousands)
December 31, 2014
 
 
 
Assets:
 
 
 
 
 
 
 
Deferred compensation plan assets
$
16,145

 
$
16,145

 
$
—

 
$
—

 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Deferred compensation plan liabilities
$
16,145

 
$
16,145

 
$
—

 
$
—

 
Balance at
 
Quoted prices in
active markets
Level 1
 
Significant other
observable inputs
Level 2
 
Significant
unobservable inputs
Level 3
(In thousands)
March 31, 2014
 
 
 
Assets:
 
 
 
 
 
 
 
Deferred compensation plan assets
$
16,387

 
$
16,387

 
$
—

 
$
—

 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Deferred compensation plan liabilities
$
16,387

 
$
16,387

 
$
—

 
$
—

Contingent consideration liabilities
323

 
—

 
—

 
323

Total liabilities measured at fair value on a recurring basis
$
16,710

 
$
16,387

 
$
—

 
$
323

The following is a general description of the valuation methodologies used for assets and liabilities measured at fair value:
Deferred compensation plan assets and corresponding liabilities — The Company’s deferred compensation plan assets consist of open-ended mutual funds (Level 1) and are included within other non-current assets on the consolidated balance sheets. The Company’s deferred compensation plan liabilities are equal to the plan’s assets and are included within other non-current liabilities on the consolidated balance sheets. Gains or losses on the deferred compensation plan assets are recognized as other income, net, while gains or losses on the deferred compensation plan liabilities are recognized as compensation expense in the consolidated statements of earnings.
Contingent consideration liabilities — As part of the consideration for certain acquisitions, the Company has utilized arrangements whereby future consideration in the form of cash may be transferred to the sellers contingent upon the achievement of certain earnings targets. The fair values of the contingent consideration arrangements were estimated using the income approach with inputs that are not observable in the market. Key assumptions for each arrangement, as applicable, include a discount rate commensurate with the level of risk of achievement, time horizon and other risk factors, and probability adjusted earnings growth, all of which the Company believes are appropriate and representative of market participant assumptions. The total liability for contingent consideration arrangements at December 31, 2014 and the impact on the Company’s earnings as a result of these arrangements for the three and nine months ended December 31, 2014 and 2013 were immaterial.

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Table of Contents
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)

Fair Value of Debt
The carrying value of debt, which is reported on the Company’s consolidated balance sheets, generally reflects the cash proceeds received upon its issuance, net of subsequent repayments. The fair values of the fixed rate notes disclosed in the following table were determined based on quoted prices from the broker/dealer market, observable market inputs for similarly termed treasury notes adjusted for the Company’s credit spread and inputs management believes a market participant would use in determining imputed interest for obligations without a stated interest rate (Level 2). The fair values of the revolving credit borrowings, securitized receivables and commercial paper approximate their carrying values (see Note 7).
 
Carrying Value at
 
Fair Value at
 
Carrying Value at
 
Fair Value at
(In thousands)
December 31, 2014
 
December 31, 2014
 
March 31, 2014
 
March 31, 2014
4.50% senior notes due 2014
—

 
—

 
399,952

 
407,092

3.25% senior notes due 2015
249,943

 
253,618

 
249,887

 
258,630

2.95% senior notes due 2016
249,901

 
255,523

 
249,848

 
259,257

1.65% senior notes due 2018
324,661

 
321,386

 
324,579

 
319,098

2.375% senior notes due 2020
274,781

 
270,240

 
274,748

 
265,600

2.90% senior notes due 2022
249,780

 
244,250

 
249,760

 
233,230

3.65% senior notes due 2024
299,447

 
307,263

 
—

 
—

(9) STOCKHOLDERS’ EQUITY
Changes in stockholders’ equity were as follows:
(In thousands of shares)
Shares of
Common
Stock $0.01
Par Value
 
Shares of
Treasury
Stock
Balance at March 31, 2014
87,353

 
(13,264
)
Common stock issuance (a)
151

 
 
Reissuance of treasury stock for stock option exercises
 
 
746

Reissuance of treasury stock for acquisition
 
 
41

Balance at December 31, 2014
87,504

 
(12,477
)
(In thousands)
Common
Stock
 
Capital in
Excess of
Par Value
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Treasury
Stock
 
Total
Stockholders’
Equity
Balance at March 31, 2014
$
874

 
$
789,789

 
$
2,047,843

 
$
529

 
$
(998,386
)
 
$
1,840,649

Net earnings
 
 
 
 
280,363

 
 
 
 
 
280,363

Other comprehensive income (loss), net of tax
 
 
 
 
 
 
(8,264
)
 
 
 
(8,264
)
Common stock issuances and reissuances of treasury stock - employee benefit plans (b) 
1

 
11,936

 
(13,187
)
 
 
 
56,120

 
54,870

Reissuance of treasury stock for acquisition (Note 3)
 
 
1,368

 
 
 
 
 
3,090

 
4,458

Excess tax benefit from stock option exercises
 
 
10,487

 
 
 
 
 
 
 
10,487

Dividends paid on common stock ($1.65 per share)
 
 
 
 
(123,080
)
 
 
 
 
 
(123,080
)
Stock-based compensation (c)
 
 
25,618

 
 
 
 
 
 
 
25,618

Balance at December 31, 2014
$
875

 
$
839,198

 
$
2,191,939

 
$
(7,735
)
 
$
(939,176
)
 
$
2,085,101

___________________
(a)
Issuance of common stock for purchases through the Employee Stock Purchase Plan.
(b)
Issuance of common stock for purchases through the Employee Stock Purchase Plan and reissuance of treasury stock for stock option exercises.
(c)
The Company recognized compensation expense with a corresponding amount recorded to capital in excess of par value.

16
Table of Contents
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)

The following table presents the gross and net changes in the balances within each component of accumulated other comprehensive income (“AOCI”) for the nine months ended December 31, 2014:
(In thousands)
Foreign Currency
Translation
Adjustments
 
Treasury Rate
Lock Agreement
 
Total Accumulated
Other Comprehensive
Income (Loss)
Balance at March 31, 2014
$
1,018

 
$
(489
)
 
$
529

Other comprehensive income (loss) before reclassifications
(8,508
)
 
—

 
(8,508
)
Amounts reclassified from AOCI (d)
—

 
388

 
388

Tax effect of other comprehensive income items
—

 
(144
)
 
(144
)
Other comprehensive income (loss), net of tax
(8,508
)
 
244

 
(8,264
)
Balance at December 31, 2014
$
(7,490
)
 
$
(245
)
 
$
(7,735
)
___________________
(d) 
The reclassifications out of AOCI were associated with a loss on a treasury rate lock agreement from July 2010 related to the issuance of the Company’s 2015 Notes, which is being reclassified into earnings (interest expense) over the term of the 2015 Notes. The effects on the respective line items of the consolidated statements of earnings impacted by the reclassifications were not material for the nine months ended December 31, 2014 and 2013.
(10) STOCK-BASED COMPENSATION
The Company recognizes stock-based compensation expense for its Equity Incentive Plan and Employee Stock Purchase Plan. The following table summarizes stock-based compensation expense recognized by the Company for the three and nine months ended December 31, 2014 and 2013:
 
Three Months Ended
 
Nine Months Ended
 
December 31,
 
December 31,
(In thousands)
2014
 
2013
 
2014
 
2013
Stock-based compensation expense related to:
 
 
 
 
 
 
 
Equity Incentive Plan (a)
$
3,718

 
$
3,581

 
$
22,452

 
$
21,441

Employee Stock Purchase Plan - options to purchase stock
1,067

 
995

 
3,166

 
3,101

 
4,785

 
4,576

 
25,618

 
24,542

Tax benefit
(1,588
)
 
(1,503
)
 
(9,138
)
 
(8,931
)
Stock-based compensation expense, net of tax
$
3,197

 
$
3,073

 
$
16,480

 
$
15,611

___________________
(a)
Stock-based compensation expense related to stock options granted under the Company’s Equity Incentive Plan is highest during the Company’s fiscal first quarter ended June 30th relative to other quarters during the year. This is primarily due to a retirement-eligible vesting provision under the plan and the timing of the majority of the Company’s stock option awards each year during its fiscal first quarter.
Fair Value
The Company utilizes the Black-Scholes option pricing model to determine the fair value of stock options. The weighted-average grant date fair value of stock options granted during the nine months ended December 31, 2014 and 2013 was $28.72 and $32.40, respectively.

17
Table of Contents
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)

Summary of Stock Option Activity
The following table summarizes the stock option activity during the nine months ended December 31, 2014:
(In thousands, except per share amounts)
Number of Stock Options
 
Weighted-Average
Exercise Price
Outstanding at March 31, 2014
5,104

 
$
69.91

Granted
978

 
$
104.80

Exercised
(746
)
 
$
55.73

Forfeited
(52
)
 
$
97.60

Outstanding at December 31, 2014
5,284

 
$
78.09

Vested or expected to vest at December 31, 2014
5,265

 
$
78.00

Exercisable at December 31, 2014
3,106

 
$
64.05

A total of 3.2 million shares of common stock were available for grant under the Second Amended and Restated 2006 Equity Incentive Plan as of December 31, 2014.
As of December 31, 2014, $48.4 million of unrecognized non-cash compensation expense related to non-vested stock options is expected to be recognized over a weighted-average vesting period of 1.7 years.
Employee Stock Purchase Plan
The Company’s Employee Stock Purchase Plan (the “ESPP”) encourages and assists employees in acquiring an equity interest in the Company. As of December 31, 2014, the ESPP had 1.2 million shares of Company common stock available for issuance.
Compensation expense is measured based on the fair value of the employees’ option to purchase shares of common stock at the grant date and is recognized over the future periods in which the related employee service is rendered. The fair value per share of employee options to purchase shares under the ESPP was $21.43 and $19.27 for the nine months ended December 31, 2014 and 2013, respectively. The fair value of the employees’ option to purchase shares of common stock was estimated using the Black-Scholes model.
ESPP - Purchase Option Activity
The following table summarizes the activity of the ESPP during the nine months ended December 31, 2014:
(In thousands, except per share amounts)
Number of Purchase Options
 
Weighted-Average
Exercise Price
Outstanding at March 31, 2014
55

 
$
80.77

Granted
196

 
$
91.38

Exercised
(150
)
 
$
88.51

Outstanding at December 31, 2014
101

 
$
89.85

(11) EARNINGS PER SHARE
Basic earnings per share is calculated by dividing net earnings by the weighted average number of shares of the Company’s common stock outstanding during the period. Outstanding shares consist of issued shares less treasury stock. Diluted earnings per share is calculated by dividing net earnings by the weighted average common shares outstanding adjusted for the dilutive effect of common stock equivalents related to stock options and the Company’s ESPP.
Outstanding stock options that are anti-dilutive are excluded from the Company’s diluted earnings per share computation. There were approximately 1.8 million and 1.3 million shares covered by outstanding stock options that were not dilutive for the three months ended December 31, 2014 and 2013, respectively. There were approximately 1.8 million and 1.4 million shares covered by outstanding stock options that were not dilutive for the nine months ended December 31, 2014 and 2013, respectively.

18
Table of Contents
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)

The following table presents the computation of basic and diluted weighted average common shares outstanding for the three and nine months ended December 31, 2014 and 2013:
 
Three Months Ended
 
Nine Months Ended
 
December 31,
 
December 31,
(In thousands)
2014
 
2013
 
2014
 
2013
Weighted average common shares outstanding:
 
 
 
 
 
 
 
Basic shares outstanding
74,767

 
73,767

 
74,534

 
73,505

Incremental shares from assumed exercises of stock options and options under the ESPP
1,187

 
1,327

 
1,187

 
1,307

Diluted shares outstanding
75,954

 
75,094

 
75,721

 
74,812

(12) COMMITMENTS AND CONTINGENCIES
Litigation
The Company is involved in various legal and regulatory proceedings that have arisen in the ordinary course of business and have not been fully adjudicated. These actions, when ultimately concluded and determined, will not, in the opinion of management, have a material adverse effect upon the Company’s consolidated financial condition, results of operations or liquidity.
(13) SUMMARY BY BUSINESS SEGMENT
Business segment information for the Company’s Distribution and All Other Operations business segments is presented in the following table for the three and nine months ended December 31, 2014 and 2013. Although corporate operating expenses are generally allocated to each business segment based on sales dollars, the Company reported expenses (excluding depreciation) related to the implementation of its SAP system under selling, distribution and administrative expenses in the “Eliminations and Other” column. Intercompany sales are recorded on the same basis as sales to third parties and intercompany transactions are eliminated in consolidation. Management utilizes more than one measurement and multiple views of data to measure segment performance and to allocate resources to the segments. However, the predominant measurements are consistent with the Company’s consolidated financial statements and accordingly, are reported on the same basis in the following table.

19
Table of Contents
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)

 
Three Months Ended
 
Three Months Ended
 
December 31, 2014
 
December 31, 2013
(In thousands)
Distribution
 
All Other
Ops.
 
Eliminations
and Other
 
Total
 
Distribution
 
All Other
Ops.
 
Eliminations
and Other
 
Total
Gas and rent
$
711,030

 
$
139,226

 
$
(7,698
)
 
$
842,558

 
$
674,465

 
$
123,768

 
$
(7,338
)
 
$
790,895

Hardgoods
488,315

 
950

 
(3
)
 
489,262

 
451,057

 
895

 
(1
)
 
451,951

Net sales (a)
1,199,345

 
140,176

 
(7,701
)
 
1,331,820

 
1,125,522

 
124,663

 
(7,339
)
 
1,242,846

Cost of products sold (excluding depreciation) (a)
521,782

 
74,852

 
(7,701
)
 
588,933

 
484,083

 
60,926

 
(7,339
)
 
537,670

Selling, distribution and administrative expenses
449,616

 
46,793

 
—

 
496,409

 
427,440

 
43,409

 
1,838

 
472,687

Depreciation
69,134

 
6,422

 
—

 
75,556

 
63,968

 
5,937

 
—

 
69,905

Amortization
6,914

 
1,122

 
—

 
8,036

 
6,620

 
1,045

 
—

 
7,665

Total costs and expenses
1,047,446

 
129,189

 
(7,701
)
 
1,168,934

 
982,111

 
111,317

 
(5,501
)
 
1,087,927

Operating income
$
151,899

 
$
10,987

 
$
—

 
$
162,886

 
$
143,411

 
$
13,346

 
$
(1,838
)
 
$
154,919

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended
 
Nine Months Ended
 
December 31, 2014
 
December 31, 2013
(In thousands)
Distribution
 
All Other
Ops.
 
Eliminations
and Other
 
Total
 
Distribution
 
All Other
Ops.
 
Eliminations
and Other
 
Total
Gas and rent
$
2,126,338

 
$
423,139

 
$
(22,813
)
 
$
2,526,664

 
$
2,028,340

 
$
418,948

 
$
(23,715
)
 
$
2,423,573

Hardgoods
1,473,629

 
2,875

 
(6
)
 
1,476,498

 
1,377,842

 
3,295

 
(3
)
 
1,381,134

Net sales (a)
3,599,967

 
426,014

 
(22,819
)
 
4,003,162

 
3,406,182

 
422,243

 
(23,718
)
 
3,804,707

Cost of products sold (excluding
    depreciation) (a)
1,574,582

 
221,110

 
(22,819
)
 
1,772,873

 
1,480,870

 
219,073

 
(23,718
)
 
1,676,225

Selling, distribution and administrative expenses
1,351,722

 
139,775

 
—

 
1,491,497

 
1,282,022

 
132,361

 
6,234

 
1,420,617

Depreciation
202,545

 
18,806

 
—

 
221,351

 
188,497

 
16,925

 
—

 
205,422

Amortization
20,519

 
3,174

 
—

 
23,693

 
18,875

 
3,266

 
—

 
22,141

Total costs and expenses
3,149,368

 
382,865

 
(22,819
)
 
3,509,414

 
2,970,264

 
371,625

 
(17,484
)
 
3,324,405

Operating income
$
450,599

 
$
43,149

 
$
—

 
$
493,748

 
$
435,918

 
$
50,618

 
$
(6,234
)
 
$
480,302

____________________
(a) 
Amounts in the “Eliminations and Other” column represent the elimination of intercompany sales and associated gross profit on sales from the Company’s All Other Operations business segment to its Distribution business segment.
(14) SUPPLEMENTAL CASH FLOW INFORMATION
Cash Paid for Interest and Income Taxes
Cash paid for interest and income taxes was as follows:
 
Nine Months Ended
 
December 31,
(In thousands)
2014
 
2013
Interest
$
47,623

 
$
68,297

Income taxes, net of refunds
176,298

 
126,081


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Table of Contents
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)

Noncash Investing and Financing Activities
Liabilities assumed and stock issued as a result of acquisitions were as follows:
 
Nine Months Ended
 
December 31,
(In thousands)
2014
 
2013
Fair value of assets acquired
$
59,938

 
$
191,589

Net cash paid for acquisitions (a)
(45,165
)
 
(181,131
)
Stock issued for acquisition (b)
(4,458
)
 
—

Liabilities assumed
$
10,315

 
$
10,458

____________________
(a)
Includes cash paid, net of cash acquired, for current year acquisitions as well as payments for the settlement of holdback liabilities and contingent consideration arrangements associated with prior year acquisitions.
(b)
Represents shares of Airgas, Inc. common stock issued in connection with a single acquisition – see Note 3 for further information.
(15) SUBSEQUENT EVENT
On January 27, 2015, the Company announced that its Board of Directors declared a regular quarterly cash dividend of $0.55 per share. The dividend is payable March 31, 2015 to stockholders of record as of March 13, 2015.

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Table of Contents

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
OVERVIEW
Airgas, Inc. and its subsidiaries (“Airgas” or the “Company”) had net sales for the quarter ended December 31, 2014 (“current quarter”) of $1.33 billion compared to $1.24 billion for the quarter ended December 31, 2013 (“prior year quarter”), an increase of 7%. Organic sales increased 6% compared to the prior year quarter, with gas and rent up 5% and hardgoods up 6%. Current and prior year acquisitions contributed sales growth of 1% in the current quarter. The Company’s organic sales growth reflected strength in certain sectors, such as energy and chemicals and the production of transportation equipment, as well as strength in its rental welder and generator business. Overall, the Company is seeing modestly strengthening business conditions despite softness in some sectors.
The consolidated gross profit margin (excluding depreciation) in the current quarter was 55.8%, a decrease of 90 basis points from the prior year quarter, primarily reflecting a sales mix shift toward lower margin hardgoods and within gases to lower margin ammonia and refrigerants.
The Company’s operating income margin in the current quarter was 12.2%, a decrease of 30 basis points from the prior year quarter, primarily reflecting the sales mix shifts noted above.
Net earnings per diluted share increased to $1.23 in the current quarter versus $1.10 in the prior year quarter. Net earnings per diluted share in the prior year quarter included an $0.08 per diluted share charge related to a loss on the early extinguishment of debt.
Fiscal Fourth Quarter Outlook
The rapid and dramatic drop in oil prices has created uncertainty in the market and the Company expects some level of capital spend deferment in the near-term within certain sub-segments of the Company’s customer base. As such, the Company’s guidance range for the fourth quarter reflects a modest reduction in year-over-year organic sales growth rates in the fourth quarter from previous guidance.
The Company expects earnings per diluted share for the fourth fiscal quarter ending March 31, 2015 to be in the range of $1.25 to $1.30, an increase of 7% to 11% over earnings per diluted share of $1.17 in the fourth fiscal quarter ended March 31, 2014. Earnings per diluted share in the quarter ended March 31, 2014 included $0.02 per diluted share in benefits related to changes in state income tax rates. The Company expects its organic sales growth rate for the quarter ending March 31, 2015 to be in the range of 6% to 7%.

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Table of Contents

RESULTS OF OPERATIONS: THREE MONTHS ENDED DECEMBER 31, 2014 COMPARED TO THREE MONTHS ENDED DECEMBER 31, 2013
STATEMENT OF EARNINGS COMMENTARY
Net Sales
Net sales increased 7% to $1.33 billion for the current quarter compared to the prior year quarter, driven by organic sales growth of 6% and sales growth from current and prior year acquisitions of 1% in the current quarter. Overall the Company is seeing modestly strengthening business conditions despite softness in some sectors. Gas and rent organic sales were up 5% in the current quarter, with hardgoods organic sales up 6%.
Strategic products represent approximately 40% of net sales and are comprised of safety products and bulk, medical and specialty gases and associated rent, which are sold to end customers through the Distribution business segment, and carbon dioxide (“CO2”) and dry ice, the vast majority of which are sold to end customers through the All Other Operations business segment. The Company has identified these products as strategic because it believes they have good long-term growth profiles relative to the Company’s core industrial gas and welding products due to favorable end customer markets, application development, increasing environmental regulation, strong cross-selling opportunities or a combination thereof. During the current quarter, sales of strategic products in aggregate grew 4% on an organic basis over the prior year quarter.
The Company’s strategic accounts program, which represents approximately 25% of net sales, is designed to deliver superior product and service offerings to larger, multi-location customers, and presents the Company with strong cross-selling and greater penetration opportunities. Sales to strategic accounts in the current quarter grew 7% compared to the prior year quarter.
In the following table, the intercompany eliminations represent sales from the All Other Operations business segment to the Distribution business segment.
 
Three Months Ended
 
 
 
 
Net Sales
(In thousands)
December 31,
 
Increase/(Decrease)
 
 
2014
 
2013
 
 
 
Distribution
$
1,199,345

 
$
1,125,522

 
$
73,823

 
7
%
All Other Operations
140,176

 
124,663

 
15,513

 
12
%
Intercompany eliminations
(7,701
)
 
(7,339
)
 
(362
)
 
 
 
$
1,331,820

 
$
1,242,846

 
$
88,974

 
7
%
The Distribution business segment’s principal products and services include industrial, medical and specialty gases, and process chemicals; cylinder and equipment rental; and hardgoods. Industrial, medical and specialty gases are distributed in cylinders and bulk containers. Rental fees are generally charged on cylinders, dewars (cryogenic liquid cylinders), bulk and micro-bulk tanks, tube trailers and certain welding equipment. Hardgoods generally consist of welding consumables and equipment, safety products, construction supplies, and maintenance, repair and operating supplies.
Distribution business segment sales increased 7% over the prior year quarter, with an increase in organic sales of 5%. Incremental sales from current and prior year acquisitions contributed sales growth of 2% in the current quarter. Higher pricing contributed 3% and volume increases contributed 2% to organic sales growth in the Distribution business segment. Gas and rent organic sales in the Distribution business segment increased 4%, with pricing up 4% and volumes flat. Hardgoods organic sales within the Distribution business segment increased 6%, with pricing up 1% and volumes up 5%.
Within the Distribution business segment, organic sales of gas related strategic products and associated rent increased 4% over the prior year quarter, comprised of the following: bulk gas and rent up 6%, primarily driven by higher pricing and volumes; specialty gas, rent, and related equipment up 3%, primarily driven by increases in core specialty gas price and volume; and medical gas and rent up 2%, as increases in hospitals and surgery centers were partially offset by weakness in wholesale sales to homecare distributors. In addition, organic sales in the Company’s Red-D-Arc business increased 16% over the prior year quarter, driven by increases in both welder and generator rentals in the non-residential construction and energy customer segments.

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Table of Contents

Within the Distribution business segment’s hardgoods sales, organic sales volumes for equipment were up year-over-year for the fourth consecutive quarter, with strong growth of 11% in the current quarter. Sales of safety products increased by 5% compared to the prior year quarter, primarily driven by volume gains in core industrial activity. Sales of the Company’s Radnor® private-label product line, which includes certain safety products, consumables, and other hardgoods, increased 5% in the current quarter over the prior year quarter, consistent with the 6% increase in total hardgoods organic sales in the Distribution business segment.
The All Other Operations business segment consists of five business units. The primary products manufactured and/or distributed are CO2, dry ice, nitrous oxide, ammonia and refrigerant gases.
The All Other Operations business segment sales increased 12% in total and on an organic basis compared to the prior year quarter. Both the total and organic sales increased, driven by strong sales increases in the Company’s refrigerants and ammonia businesses. Organic sales of CO2 and dry ice increased 2% over the prior year quarter.
Gross Profits (Excluding Depreciation)
Gross profits (excluding depreciation) do not reflect deductions related to depreciation expense and distribution costs. The Company reflects distribution costs as an element of the line item “Selling, distribution and administrative expenses” and recognizes depreciation on all of its property, plant and equipment in the line item “Depreciation” in its consolidated statements of earnings. Other companies may report certain or all of these costs as elements of their cost of products sold and, as such, the Company’s gross profits (excluding depreciation) discussed below may not be comparable to those of other companies.
Consolidated gross profits (excluding depreciation) increased 5% compared to the prior year quarter, reflecting the overall growth in sales and margin expansion on price increases, partially offset by supplier price and internal production cost increases and a sales mix shift toward lower margin hardgoods. The consolidated gross profit margin (excluding depreciation) in the current quarter decreased 90 basis points to 55.8% compared to 56.7% in the prior year quarter. The decrease in consolidated gross profit margin (excluding depreciation) was primarily driven by the sales mix shift toward lower margin hardgoods, ammonia and refrigerants. Gas and rent represented 63.3% of the Company’s sales mix in the current quarter, down from 63.6% in the prior year quarter.
 
Three Months Ended
 
 
 
 
Gross Profits (ex. Depr.)
(In thousands)
December 31,
 
Increase/(Decrease)
 
 
2014
 
2013
 
 
 
Distribution
$
677,563

 
$
641,439

 
$
36,124

 
6
%
All Other Operations
65,324

 
63,737

 
1,587

 
2
%
 
$
742,887

 
$
705,176

 
$
37,711

 
5
%
The Distribution business segment’s gross profits (excluding depreciation) increased 6% compared to the prior year quarter. The Distribution business segment’s gross profit margin (excluding depreciation) was 56.5% versus 57.0% in the prior year quarter, a decrease of 50 basis points. The decrease in the Distribution business segment’s gross profit margin (excluding depreciation) reflects a sales mix-shift towards lower-margin hardgoods and a sales mix-shift within hardgoods towards lower-margin equipment. Gas and rent represented 59.3% of the Distribution business segment’s sales in the current quarter, down from 59.9% in the prior year quarter.
The All Other Operations business segment’s gross profits (excluding depreciation) increased 2% compared to the prior year quarter. The All Other Operations business segment’s gross profit margin (excluding depreciation) decreased 450 basis points to 46.6% in the current quarter from 51.1% in the prior year quarter. The decrease in the All Other Operations business segment’s gross profit margin (excluding depreciation) was primarily driven by a sales mix shift toward lower margin ammonia and refrigerants, and margin pressure in the Company’s ammonia business.
Operating Expenses
Selling, Distribution and Administrative (“SD&A”) Expenses
SD&A expenses consist of labor and overhead associated with the purchasing, marketing and distribution of the Company’s products, as well as costs associated with a variety of administrative functions such as legal, treasury, accounting, tax and facility-related expenses. Although corporate operating expenses are generally allocated to each business segment based on sales dollars, the Company reported expenses (excluding depreciation) related to the implementation of its SAP system as part of SD&A expenses in the “Other” line item in the SD&A expenses and operating income tables below.

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Table of Contents

Consolidated SD&A expenses increased $24 million, or 5%, in the current quarter as compared to the prior year quarter. Contributing to the increase in SD&A expenses were approximately $6 million of incremental operating costs associated with acquired businesses, representing approximately 1% of the total increase in SD&A. Normal inflation, as well as expenses associated with the Company’s investments in long-term strategic growth initiatives, including its e-Business platform, continued expansion of its telesales business through Airgas Total Access™, and regional management structure changes, also contributed to the increase. As a percentage of consolidated gross profit, consolidated SD&A expenses decreased 20 basis points to 66.8% compared to 67.0% in the prior year quarter.
 
Three Months Ended
 
 
 
 
SD&A Expenses
(In thousands)
December 31,
 
Increase/(Decrease)
 
 
2014
 
2013
 
 
Distribution
$
449,616

 
$
427,440

 
$
22,176

 
5
%
All Other Operations
46,793

 
43,409

 
3,384

 
8
%
Other
—

 
1,838

 
(1,838
)
 
 
 
$
496,409

 
$
472,687

 
$
23,722

 
5
%
SD&A expenses in the Distribution business segment increased 5%, while SD&A expenses in the All Other Operations business segment increased 8%, compared to the prior year quarter. Contributing to the increase in SD&A expenses in the Distribution business segment were approximately $6 million of incremental operating costs associated with acquired businesses, representing approximately 1% of the increase in SD&A. Normal inflation, as well as expenses associated with the Company’s investments in long-term strategic growth initiatives, including its e-Business platform, continued expansion of its telesales business through Airgas Total Access™, and regional management structure changes, also contributed to the increase. As a percentage of Distribution business segment gross profit, SD&A expenses in the Distribution business segment decreased 20 basis points to 66.4% compared to 66.6% in the prior year quarter. As a percentage of All Other Operations business segment gross profit, SD&A expenses in the All Other Operations business segment increased 350 basis points to 71.6% compared to 68.1% in the prior year quarter, primarily driven by the sales mix shift toward lower margin ammonia and refrigerants.
SD&A Expenses – Other
Enterprise Information System
While the Company has successfully converted its Safety telesales and hardgoods infrastructure businesses, as well as all of its regional distribution businesses, to the SAP platform, the Company continued to incur some post-conversion support and training expenses related to the implementation of the new system through the end of fiscal year 2014. SAP-related integration costs were $1.8 million in the prior year quarter, and were recorded as SD&A expenses and not allocated to the Company’s business segments.
Depreciation and Amortization
Depreciation expense increased $6 million, or 8%, to $76 million in the current quarter as compared to $70 million in the prior year quarter. The increase primarily reflects the additional depreciation expense on capital investments in revenue generating assets to support customer demand (such as cylinders / bulk tanks and rental welders / generators) and $1 million of additional depreciation expense on capital assets included in acquisitions. Amortization expense of $8 million in the current quarter increased slightly from the prior year quarter, driven by acquisitions.
Operating Income
Consolidated operating income of $163 million increased 5% in the current quarter, primarily driven by organic sales growth. The consolidated operating income margin decreased 30 basis points to 12.2% from 12.5% in the prior year quarter.
 
Three Months Ended
 
 
 
 
Operating Income
(In thousands)
December 31,
 
Increase/(Decrease)
 
 
2014
 
2013
 
 
 
Distribution
$
151,899

 
$
143,411

 
$
8,488

 
6
 %
All Other Operations
10,987

 
13,346

 
(2,359
)
 
(18
)%
Other
—

 
(1,838
)
 
1,838

 
 
 
$
162,886

 
$
154,919

 
$
7,967

 
5
 %
Operating income in the Distribution business segment increased 6% in the current quarter compared to the prior year quarter. The Distribution business segment’s operating income margin remained consistent at 12.7% in the current and prior year quarter.

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Table of Contents

Operating income in the All Other Operations business segment decreased 18% compared to the prior year quarter, and the operating income margin of 7.8% decreased by 290 basis points compared to the operating income margin of 10.7% in the prior year quarter. The decrease in the All Other Operations business segment’s operating income margin was primarily driven by a sales mix shift toward lower margin ammonia and refrigerants, and slight margin pressure in the Company’s CO2 and ammonia businesses.
Interest Expense, Net
Interest expense, net, was $14 million in the current quarter, representing a decrease of $3 million, or 16%, compared to the prior year quarter. The overall decrease in interest expense, net resulted primarily from lower average borrowing rates and lower average debt balances in the current quarter as compared to the prior year quarter.
On October 2, 2013, the Company redeemed all $215 million of its outstanding 7.125% senior subordinated notes originally due to mature on October 1, 2018 (the “2018 Senior Subordinated Notes”). A loss on the early extinguishment of debt of $9.1 million related to the redemption premium and write-off of unamortized debt issuance costs was recognized in the prior year quarter.
Income Tax Expense
The effective income tax rate was 37.4% of pre-tax earnings in the current quarter compared to 37.2% in the prior year quarter.
Net Earnings
Net earnings per diluted share increased 12% to $1.23 in the current quarter compared to $1.10 in the prior year quarter. Net earnings were $93 million compared to $83 million in the prior year quarter. Net earnings per diluted share in the prior year quarter included an $0.08 per diluted share charge related to a loss on the early extinguishment of debt.

RESULTS OF OPERATIONS: NINE MONTHS ENDED DECEMBER 31, 2014 COMPARED TO NINE MONTHS ENDED DECEMBER 31, 2013
STATEMENT OF EARNINGS COMMENTARY
Net Sales
Net sales increased 5% to $4.00 billion for the nine months ended December 31, 2014 (“current period”) compared to the nine months ended December 31, 2013 (“prior year period”), driven by organic sales growth of 3% and sales growth from current and prior year acquisitions of 2% in the current period. Gas and rent organic sales were up 3% in the current period, with hardgoods organic sales up 5%. Organic sales growth in the current period was driven by price increases of 2% and volume increases of 1%.
During the current period, sales of strategic products in aggregate grew 4% on an organic basis over the prior year period.
Sales to strategic accounts in the current period grew 4% compared to the prior year period, with strength in upstream energy, transportation and hospitals, along with rental welders for construction and maintenance, offset by softness in manufacturing and general construction, as well as the impact of difficult year-over-year comparisons in downstream energy.
In the following table, the intercompany eliminations represent sales from the All Other Operations business segment to the Distribution business segment.
 
Nine Months Ended
 
 
 
 
Net Sales
(In thousands)
December 31,
 
Increase/(Decrease)
 
 
2014
 
2013
 
 
 
Distribution
$
3,599,967

 
$
3,406,182

 
$
193,785

 
6
%
All Other Operations
426,014

 
422,243

 
3,771

 
1
%
Intercompany eliminations
(22,819
)
 
(23,718
)
 
899

 
 
 
$
4,003,162

 
$
3,804,707

 
$
198,455

 
5
%
Distribution business segment sales increased 6% over the prior year period, with an increase in organic sales of 4%. Incremental sales from current and prior year acquisitions contributed sales growth of 2% in the current period. Higher pricing contributed 3% and volume increases contributed 1% to organic sales growth in the Distribution business segment. Gas and rent organic sales in the Distribution business segment increased 3%, with pricing up 4% and volumes down 1%. Hardgoods organic sales within the Distribution business segment increased 5%, with pricing up 1% and volumes up 4%.

26
Table of Contents

Within the Distribution business segment, organic sales of gas related strategic products and associated rent increased 4% over the prior year period, comprised of the following: bulk gas and rent up 6%, on higher pricing, volumes and new account implementations; specialty gas, rent, and related equipment up 4%, primarily driven by increases in core specialty gas price and volume; and medical gas and rent up 2%, as increases in physician and dental practices, as well as hospitals and surgery centers, were partially offset by weakness in wholesale sales to homecare distributors. In addition, organic sales in the Company’s Red-D-Arc business increased 13% over the prior year period, driven by increases in both welder and generator rentals in the non-residential construction and energy customer segments.
Within the Distribution business segment’s hardgoods sales, organic sales volumes for equipment were up 8% year-over-year. Sales of safety products increased by 3% compared to the prior year period driven by volume gains in core industrial activity. Sales of the Company’s Radnor® private-label product line, which includes certain safety products, consumables, and other hardgoods, increased 4% in the current period over the prior year period, consistent with the 5% increase in total hardgoods organic sales in the Distribution business segment.
The All Other Operations business segment sales increased 1% in total and on an organic basis compared to the prior year period. Sales increases in the Company’s CO2, dry ice, and ammonia businesses were partially offset by the decline in sales in its refrigerants business.
Gross Profits (Excluding Depreciation)
Consolidated gross profits (excluding depreciation) increased 5% compared to the prior year period, reflecting the overall growth in sales, margin expansion on price increases and surcharges related to power cost spikes in the prior year's fourth quarter, partially offset by supplier price and internal production cost increases and a sales mix shift toward lower margin hardgoods. The consolidated gross profit margin (excluding depreciation) in the current period decreased 20 basis points to 55.7% compared to 55.9% in the prior year period. The decrease in consolidated gross profit margin (excluding depreciation) reflects margin expansion on price increases, offset by a sales mix shift toward lower margin hardgoods. Gas and rent represented 63.1% of the Company’s sales mix in the current period, down from 63.7% in the prior year period.
 
Nine Months Ended
 
 
 
 
Gross Profits (ex. Depr.)
(In thousands)
December 31,
 
Increase/(Decrease)
 
 
2014
 
2013
 
 
 
Distribution
$
2,025,385

 
$
1,925,312

 
$
100,073

 
5
%
All Other Operations
204,904

 
203,170

 
1,734

 
1
%
 
$
2,230,289

 
$
2,128,482

 
$
101,807

 
5
%
The Distribution business segment’s gross profits (excluding depreciation) increased 5% compared to the prior year period. The Distribution business segment’s gross profit margin (excluding depreciation) was 56.3% versus 56.5% in the prior year period, a decrease of 20 basis points. The decrease in the Distribution business segment’s gross profit margin (excluding depreciation) reflects margin expansion on price increases and surcharges related to power cost spikes in the prior year's fourth quarter, offset by a sales mix shift toward lower margin hardgoods. Gas and rent represented 59.1% of the Distribution business segment’s sales in the current period, down from 59.5% in the prior year period.
The All Other Operations business segment’s gross profits (excluding depreciation) increased 1% compared to the prior year period. The All Other Operations business segment’s gross profit margin (excluding depreciation) remained consistent at 48.1% in the current and prior year periods. The All Other Operations business segment’s flat gross profit margin (excluding depreciation) was primarily driven by a sales mix shift away from lower margin refrigerants, offset by slight margin pressure in the Company’s CO2 and ammonia businesses.
Operating Expenses
SD&A Expenses
Consolidated SD&A expenses increased $71 million, or 5%, in the current period as compared to the prior year period. Contributing to the increase in SD&A expenses were approximately $23 million of incremental operating costs associated with acquired businesses, representing approximately 2% of the total increase in SD&A. Normal inflation, as well as expenses associated with the Company’s investments in long-term strategic growth initiatives, including its e-Business platform, continued expansion of its telesales business through Airgas Total Access™, and regional management structure changes, also contributed to the increase. As a percentage of consolidated gross profit, consolidated SD&A expenses increased 20 basis points to 66.9% compared to 66.7% in the prior year period.

27
Table of Contents

 
Nine Months Ended
 
 
 
 
SD&A Expenses
(In thousands)
December 31,
 
Increase/(Decrease)
 
 
2014
 
2013
 
 
Distribution
$
1,351,722

 
$
1,282,022

 
$
69,700

 
5
%
All Other Operations
139,775

 
132,361

 
7,414

 
6
%
Other
—

 
6,234

 
(6,234
)
 
 
 
$
1,491,497

 
$
1,420,617

 
$
70,880

 
5
%
SD&A expenses in the Distribution business segment increased 5%, while SD&A expenses in the All Other Operations business segment increased 6%, compared to the prior year period. Contributing to the increase in SD&A expenses in the Distribution business segment were approximately $23 million of incremental operating costs associated with acquired businesses, representing approximately 2% of the increase in SD&A. Normal inflation, as well as expenses associated with the Company’s investments in long-term strategic growth initiatives, including its e-Business platform, continued expansion of its telesales business through Airgas Total Access™, and regional management structure changes, also contributed to the increase. As a percentage of Distribution business segment gross profit, SD&A expenses in the Distribution business segment increased 10 basis points to 66.7% compared to 66.6% in the prior year period. As a percentage of All Other Operations business segment gross profit, SD&A expenses in the All Other Operations business segment increased 310 basis points to 68.2% compared to 65.1% in the prior year period, primarily driven by margin pressure in the Company’s refrigerants and ammonia businesses.
SD&A Expenses – Other
Enterprise Information System
SAP-related implementation costs were $6.2 million in the prior year period, and were recorded as SD&A expenses and not allocated to the Company’s business segments.
Depreciation and Amortization
Depreciation expense increased $16 million, or 8%, to $221 million in the current period as compared to $205 million in the prior year period. The increase primarily reflects the additional depreciation expense on capital investments in revenue generating assets to support customer demand (such as cylinders / bulk tanks and rental welders / generators) and $2 million of additional depreciation expense on capital assets included in acquisitions. Amortization expense of $24 million in the current period increased by $2 million from the prior year period, driven by acquisitions.
Operating Income
Consolidated operating income of $494 million increased 3% in the current period, primarily driven by organic sales growth. The consolidated operating income margin decreased 30 basis points to 12.3% from 12.6% in the prior year period, primarily reflecting a sales mix shift toward hardgoods.
 
Nine Months Ended
 
 
 
 
Operating Income
(In thousands)
December 31,
 
Increase/(Decrease)
 
 
2014
 
2013
 
 
 
Distribution
$
450,599

 
$
435,918

 
$
14,681

 
3
 %
All Other Operations
43,149

 
50,618

 
(7,469
)
 
(15
)%
Other
—

 
(6,234
)
 
6,234

 
 
 
$
493,748

 
$
480,302

 
$
13,446

 
3
 %
Operating income in the Distribution business segment increased 3% in the current period compared to the prior year period. The Distribution business segment’s operating income margin decreased 30 basis points to 12.5% from 12.8% in the prior year period. The decline in the Distribution business segment’s operating income margin primarily reflects the sales mix shift toward lower margin hardgoods.
Operating income in the All Other Operations business segment decreased 15% compared to the prior year period, primarily driven by the decline in refrigerants sales. The All Other Operations business segment’s operating income margin of 10.1% decreased by 190 basis points compared to the operating income margin of 12.0% in the prior year period. The decrease in the All Other Operations business segment’s operating income margin was primarily driven by margin pressure in the Company’s refrigerants, CO2 and ammonia businesses.

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Interest Expense, Net
Interest expense, net, was $48 million in the current period, representing a decrease of $9 million, or 16%, compared to the prior year period. The overall decrease in interest expense, net resulted primarily from lower average borrowing rates, and to a lesser extent lower average debt balances, in the current period as compared to the prior year period.
On October 2, 2013, the Company redeemed all $215 million of its outstanding 2018 Senior Subordinated Notes. A loss on the early extinguishment of debt of $9.1 million related to the redemption premium and write-off of unamortized debt issuance costs was recognized in the prior year period.
Income Tax Expense
The effective income tax rate was 37.3% of pre-tax earnings in the current period compared to 37.1% in the prior year period. During the prior year period, the Company recognized a $1.5 million ($0.02 per diluted share) tax benefit related to a change in a state income tax law, allowing the Company to utilize additional net operating loss carryforwards and resulting in a 40 basis-point decrease to the effective income tax rate.
Net Earnings
Net earnings per diluted share increased 5% to $3.70 in the current period compared to $3.51 in the prior year period. Net earnings were $280 million compared to $262 million in the prior year period. Net earnings per diluted share in the prior year period included a $0.02 per diluted share benefit related to a change in a state income tax law and an $0.08 per diluted share charge related to a loss on the early extinguishment of debt.


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LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
Net cash provided by operating activities was $515 million in the current period compared to $554 million in the prior year period.
The following table provides a summary of the major items affecting the Company’s cash flows from operating activities for the periods presented:
 
Nine Months Ended
 
December 31,
(In thousands)
2014
 
2013
Net earnings
$
280,363

 
$
262,427

Non-cash and non-operating activities (1)
283,340

 
269,048

Changes in working capital
(41,700
)
 
23,808

Other operating activities
(7,319
)
 
(1,421
)
Net cash provided by operating activities
$
514,684

 
$
553,862

____________________
(1)     Includes depreciation, amortization, deferred income taxes, gain on sales of plant and equipment, stock-based compensation expense, and losses on the extinguishment of debt.
The cash outflow related to working capital in the current period was primarily driven by increased investment in working capital to support sales growth and the timing of income tax payments in addition to the comparison to a particularly strong prior year period that had benefited from the improvements in accounts receivable management following the Company’s SAP conversions and lower required investment in working capital, reflecting a low organic sales growth environment. Net earnings plus non-cash and non-operating activities provided cash of $564 million in the current period and $531 million in the prior year period.
As of December 31, 2014, $26 million of the Company’s $74 million cash balance was held by foreign subsidiaries. The Company does not believe it will be necessary to repatriate cash held outside of the U.S. and anticipates its domestic liquidity needs will be met through other funding sources such as cash flows generated from operating activities and external financing arrangements. Accordingly, the Company intends to permanently reinvest the cash in its foreign operations to support working capital needs, investing and financing activities, and future business development. Were the Company’s intention to change, the amounts held within its foreign operations could be repatriated to the U.S., although any repatriations under current U.S. tax laws would be subject to income taxes, net of applicable foreign tax credits.
The following table provides a summary of the major items affecting the Company’s cash flows from investing activities for the periods presented:
 
Nine Months Ended
 
December 31,
(In thousands)
2014
 
2013
Capital expenditures
$
(338,905
)
 
$
(257,476
)
Proceeds from sales of plant and equipment
16,992

 
11,427

Business acquisitions and holdback settlements
(45,165
)
 
(179,581
)
Other investing activities
316

 
(957
)
Net cash used in investing activities
$
(366,762
)
 
$
(426,587
)
Capital expenditures as a percentage of sales were 8.5% and 6.8% for the current and prior year periods, respectively. The increase in capital expenditures in the current period compared to the prior year period reflects the Company’s higher investments in revenue generating assets, such as rental welding and generator equipment, cylinders and bulk tanks to support sales growth; the construction of new air separation units in Kentucky and Illinois and a new hardgoods distribution center in Wisconsin; and the development of the Company’s e-Business platform. During the current period, the Company used cash of $45 million for the purchase of thirteen businesses and the settlement of holdback liabilities associated with prior year acquisitions. The businesses acquired during the current period had historical annual sales of approximately $48 million.

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Free cash flow* in the current period was $218 million compared to $333 million in the prior year period. The decrease in free cash flow from the prior year period was primarily driven by a decrease in cash from operations, which was $515 million in the current period compared to $554 million in the prior year period, as well as higher capital expenditures in the current period.
* Free cash flow is a financial measure calculated as net cash provided by operating activities minus capital expenditures, adjusted for the impacts of certain items. See Non-GAAP reconciliation and components of free cash flow at the end of this section.
The following table provides a summary of the major items affecting the Company’s cash flows from financing activities for the periods presented:
 
Nine Months Ended
 
December 31,
(In thousands)
2014
 
2013
Net cash repayments on debt obligations
$
(65,438
)
 
$
(60,248
)
Purchase of treasury stock
—

 
(8,127
)
Dividends paid to stockholders
(123,080
)
 
(105,936
)
Other financing activities
44,623

 
22,875

Net cash used in financing activities
$
(143,895
)
 
$
(151,436
)
During the current period, net financing activities used cash of $144 million. Net cash repayments on debt obligations in the current period were $65 million, primarily related to the repayment of $400 million of 4.50% senior notes that matured on September 15, 2014, partially offset by the June 2014 issuance of $300 million of 3.65% senior notes maturing on July 15, 2024 and borrowing of $28 million under the commercial paper program. Other financing activities, primarily comprised of proceeds and excess tax benefits related to the exercise of stock options and stock issued for the employee stock purchase plan, partially offset by the change in cash overdrafts, generated cash of $45 million during the current period.
In the prior year period, net financing activities used cash of $151 million. Net cash repayments on debt obligations in the prior year period were $60 million, primarily related to the repayment of the Company’s 2018 Senior Subordinated Notes and the maturity of its 2013 Notes in October 2013. The note repayments were financed under the Company’s commercial paper program and from cash from operations. On October 23, 2012, the Company announced a $600 million share repurchase program. During the six months ended March 31, 2013, the Company completed the program, repurchasing 6.29 million shares on the open market at an average price of $95.37. The final repurchase under the program, however, settled subsequent to the fiscal 2013 year end, resulting in a cash outflow of $8 million related to the repurchase program in the prior year period. Other financing activities, primarily comprised of proceeds and excess tax benefits related to the exercise of stock options and stock issued for the employee stock purchase plan, partially offset by the change in cash overdrafts, generated cash of $23 million during the prior year period.
Dividends
During the current period, the Company paid its stockholders dividends of $123 million or $0.55 per share. During the prior year period, the Company paid dividends of $106 million or $0.48 per share. Future dividend declarations and associated amounts paid will depend upon the Company’s earnings, financial condition, loan covenants, capital requirements and other factors deemed relevant by management and the Company’s Board of Directors.
Financial Instruments and Sources of Liquidity
Money Market Loans
The Company has an agreement with a financial institution to provide access to short-term advances not to exceed $35 million that was extended in November 2014 and now expires on December 29, 2015. The agreement may be further extended subject to renewal provisions contained in the agreement. The advances may be for one to six months with rates at a fixed spread over the corresponding London Interbank Offering Rate (“LIBOR”). At December 31, 2014, there were no advances outstanding under the agreement.
The Company also has an agreement with another financial institution that provides access to additional short-term advances not to exceed $35 million that was extended in July 2014 and now expires on July 31, 2015. The agreement may be extended subject to renewal provisions contained in the agreement. The advances are generally overnight or for up to seven days. The amount, term and interest rate of an advance are established through mutual agreement with the financial institution when the Company requests such an advance. At December 31, 2014, there were no advances outstanding under the agreement.

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Commercial Paper
The Company participates in a $1 billion commercial paper program supported by its $1 billion revolving credit facility (see below). This program allows the Company to obtain favorable short-term borrowing rates with maturities that vary, but will generally not exceed 90 days from the date of issue, and is classified as short-term debt. At maturity, the commercial paper balances are often rolled over rather than repaid or refinanced, depending on the Company’s cash and liquidity positions. The Company has used proceeds from commercial paper issuances for general corporate purposes. During the current period, proceeds from the issuance of an aggregate $300 million of senior notes in June 2014 were principally used to pay down commercial paper. Subsequently, the Company principally used commercial paper to redeem its $400 million 4.50% senior notes (the “2014 Notes”) which matured in September 2014. At December 31, 2014, $416 million of borrowings was outstanding under the commercial paper program and the average interest rate was 0.48%. There were $388 million of borrowings outstanding under the commercial paper program at March 31, 2014.
Trade Receivables Securitization
The Company participates in a securitization agreement with three commercial bank conduits to which it sells qualifying trade receivables on a revolving basis (the “Securitization Agreement”). The Company’s sale of qualified trade receivables is accounted for as a secured borrowing under which qualified trade receivables collateralize amounts borrowed from the commercial bank conduits. Trade receivables that collateralize the Securitization Agreement are held in a bankruptcy-remote special purpose entity, which is consolidated for financial reporting purposes and represents the Company’s only variable interest entity. Qualified trade receivables in the amount of the outstanding borrowing under the Securitization Agreement are not available to the general creditors of the Company. The maximum amount available under the Securitization Agreement is $295 million and it bears interest at approximately LIBOR plus 75 basis points.
On December 5, 2014, the Company entered into the Fifth Amendment to the Securitization Agreement which extended the expiration date of the Securitization Agreement from December 5, 2016 to December 5, 2017. At December 31, 2014, the amount of outstanding borrowing under the Securitization Agreement was $295 million. Amounts borrowed under the Securitization Agreement could fluctuate monthly based on the Company’s funding requirements and the level of qualified trade receivables available to collateralize the Securitization Agreement. The Securitization Agreement contains customary events of termination, including standard cross-default provisions with respect to outstanding debt.
Senior Credit Facility
On November 18, 2014, the Company entered into the Second Amended and Restated Credit Agreement (the “Credit Facility”) to amend and restate the previous amended and restated credit agreement, dated as of July 19, 2011. The Credit Facility consists of a $875 million U.S. dollar revolving credit line, with a $100 million letter of credit sublimit and a $75 million swingline sublimit and a $125 million (U.S. dollar equivalent) multi-currency revolving credit line. The maturity date of the Credit Facility is November 18, 2019. Under circumstances described in the Second Amended and Restated Credit Agreement, the revolving credit line may be increased by an additional $500 million, provided that the multi-currency revolving credit line may not be increased by more than an additional $50 million.
As of December 31, 2014, the Company had $57 million of borrowings under the Credit Facility, all of which were under the multi-currency revolver. There were no borrowings under the U.S. dollar revolver at December 31, 2014. The Company also had outstanding U.S. letters of credit of $51 million issued under the Credit Facility. U.S. dollar revolver borrowings bear interest at LIBOR plus 125 basis points. The multi-currency revolver bears interest based on a rate of 125 basis points over the Euro currency rate applicable to each foreign currency borrowing. As of December 31, 2014, the average interest rate on the multi-currency revolver was 1.71%. In addition to the borrowing spread of 125 basis points for U.S. dollar and multi-currency revolver borrowings, the Company pays a commitment (or unused) fee on the undrawn portion of the Credit Facility equal to 15 basis points per annum.
At December 31, 2014, the financial covenant of the Credit Facility did not restrict the Company’s ability to borrow on the unused portion of the Credit Facility. The Credit Facility contains customary events of default, including, without limitation, failure to make payments, a cross-default to certain other debt, breaches of covenants, breaches of representations and warranties, certain monetary judgments and bankruptcy and ERISA events. At December 31, 2014, the Company was in compliance with all covenants under all of its debt agreements. In the event of default, repayment of borrowings under the Credit Facility may be accelerated. As of December 31, 2014, $476 million remained available under the Company’s Credit Facility, after giving effect to the borrowings under the commercial paper program backstopped by the Credit Facility, the outstanding U.S. letters of credit and the borrowings under the multi-currency revolver.

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The Company also maintains a committed revolving line of credit of up to €8.0 million (U.S. $9.7 million) to fund its operations in France. These revolving credit borrowings are outside of the Company’s Credit Facility. At December 31, 2014, these revolving credit borrowings were €5.9 million (U.S. $7.1 million) and are classified as long-term debt on the Company’s consolidated balance sheet. The variable interest rates on the French revolving credit borrowings are based on the Euro currency rate plus 125 basis points. As of December 31, 2014, the interest rate on the French revolving credit borrowings was 1.36%. On December 12, 2014, the Company amended this committed revolving line of credit to reduce the commitment fees and extend the maturity to November 18, 2019.
Senior Notes
On June 17, 2014, the Company issued $300 million of 3.65% senior notes maturing on July 15, 2024 (the “2024 Notes”). The net proceeds from the sale of the 2024 Notes were used for general corporate purposes, including to fund acquisitions and repay indebtedness under the Company’s commercial paper program. Interest on the 2024 Notes is payable semi-annually on January 15 and July 15 of each year, commencing on January 15, 2015. The 2024 Notes contain covenants that restrict the incurrence of liens and limit sale and leaseback transactions. The Company has the option to redeem the 2024 Notes prior to their maturity, in whole or in part, at 100% of the principal plus any accrued but unpaid interest and applicable make-whole payments.
In September 2014, the Company repaid $400 million of 4.50% senior notes that had matured.
In October 2014, the $250 million outstanding of 3.25% senior notes maturing on October 1, 2015 (the “2015 Notes”) were reclassified to the “Current portion of long-term debt” line item on the Company’s Consolidated Balance Sheet based on the maturity date.
Total Borrowing Capacity
The Company believes that it has sufficient liquidity to meet its working capital, capital expenditure and other financial commitments. The sources of that liquidity include cash from operations, availability under the Company’s commercial paper program, Securitization Agreement and revolving credit facilities, and potential capital markets transactions. The financial covenant under the Company’s Credit Facility requires the Company to maintain a leverage ratio not higher than 3.5x Debt to EBITDA. The leverage ratio is a contractually defined amount principally reflecting debt and, historically, the amounts outstanding under the Securitization Agreement (“Debt”), divided by a contractually defined Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) financial measure for the trailing twelve-month period with pro forma adjustments for acquisitions. The financial covenant calculations of the Credit Facility include the pro forma results of acquired businesses. Therefore, total borrowing capacity is not reduced dollar-for-dollar with acquisition financing. The leverage ratio measures the Company’s ability to meet current and future obligations. At December 31, 2014, the Company’s leverage ratio was 2.5x and $476 million remained available under the Company’s Credit Facility, after giving effect to the commercial paper program backstopped by the Credit Facility, the outstanding U.S. letters of credit and the borrowings under the multi-currency revolver.
The Company continually evaluates alternative financing arrangements and believes that it can obtain financing on reasonable terms. The terms of any future financing arrangements depend on market conditions and the Company’s financial position at that time. At December 31, 2014, the Company was in compliance with all covenants under all of its debt agreements.
Interest Rate Derivatives
The Company has occasionally managed its exposure to changes in market interest rates through the use of interest rate derivative instruments. At December 31, 2014, the Company had no derivative instruments outstanding.
Interest Expense
Based on the Company’s fixed to variable interest rate ratio as of December 31, 2014, for every 25 basis point increase in the Company’s average variable borrowing rates, the Company estimates that its annual interest expense would increase by approximately $1.9 million.

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Table of Contents

Non-GAAP Reconciliations
Adjusted Cash from Operations, Adjusted Capital Expenditures, and Free Cash Flow
 
Nine Months Ended
 
December 31,
(In thousands)
2014
 
2013
Net cash provided by operating activities
$
514,684

 
$
553,862

Adjustments to net cash provided by operating activities:
 
 
 
Stock issued for the Employee Stock Purchase Plan
13,304

 
12,974

Excess tax benefit realized from the exercise of stock options
10,487

 
9,426

Adjusted cash from operations
538,475

 
576,262

Capital expenditures
(338,905
)
 
(257,476
)
Adjustments to capital expenditures:
 
 
 
Proceeds from sales of plant and equipment
16,992

 
11,427

Operating lease buyouts
1,349

 
2,997

Adjusted capital expenditures
(320,564
)
 
(243,052
)
Free cash flow
$
217,911

 
$
333,210

 
 
 
 
Net cash used in investing activities
$
(366,762
)
 
$
(426,587
)
Net cash used in financing activities
$
(143,895
)
 
$
(151,436
)
The Company believes its free cash flow financial measure provides investors meaningful insight into its ability to generate cash from operations, which is available for servicing debt obligations and for the execution of its business strategies, including acquisitions, the prepayment of debt, the payment of dividends, or to support other investing and financing activities. The Company’s free cash flow financial measure has limitations and does not represent the residual cash flow available for discretionary expenditures. Certain non-discretionary expenditures such as payments on maturing debt obligations are excluded from the Company’s computation of its free cash flow financial measure. Non-GAAP financial measures should be read in conjunction with GAAP financial measures, as non-GAAP financial measures are merely a supplement to, and not a replacement for, GAAP financial measures. It should also be noted that the Company’s free cash flow financial measure may be different from free cash flow financial measures provided by other companies.

34
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OTHER
Critical Accounting Estimates
The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles requires management to make judgments, assumptions and estimates that affect the amounts reported in the financial statements and accompanying notes. The Company’s critical accounting estimates, which are described in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2014, were updated with respect to goodwill in Part I, Item 2, “Other,” of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014. On October 31, 2014, the Company performed its annual goodwill impairment test for each of its reporting units. See Note 5 to the Company’s Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for details of the annual goodwill impairment test. There have been no other significant changes in the Company’s critical accounting estimates during the nine months ended December 31, 2014.
Contractual Obligations
Information related to the Company’s contractual obligations at March 31, 2014 can be found in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2014. Other than the following items, there have been no significant changes to the Company’s contractual obligations as disclosed at March 31, 2014 during the nine months ended December 31, 2014.
Long-term debt and estimated interest payments on long-term debt
In June 2014, the Company issued its 2024 Notes. During the three months ended December 31, 2014, the Company entered into amendments to the Company’s Credit Facility, French revolving credit agreement and Securitization Agreement. Refer to the “Liquidity and Capital Resources” section in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q for additional information, and to Item 3, “Quantitative and Qualitative Disclosures About Market Risk” in this Quarterly Report on Form 10-Q for information on changes to the Company’s estimated interest payments on long-term debt as a result of the 2024 Notes and amended debt facilities.
Liquid bulk gas supply agreements
The Company has take-or-pay supply agreements with Linde AG (“Linde”) to purchase oxygen, nitrogen, argon and helium. The majority of the agreements were amended in December 2014 and now expire at various dates through 2025. Minimum annual bulk gas purchases under all Linde agreements are approximately $93 million.
Accounting Pronouncements Issued But Not Yet Adopted
See Note 2 to the Company’s consolidated financial statements under Item 1, “Financial Statements,” for information concerning new accounting guidance and the potential impact on the Company’s financial statements.

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Forward-looking Statements
This report contains statements that are forward looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, the Company’s expectations regarding its organic sales growth for the quarter ending March 31, 2015 and earnings per diluted share for the quarter ending March 31, 2015 and the fiscal year ending March 31, 2015; the contribution of its refrigerants business to earnings over the long term; the Company’s belief that it will not be necessary to repatriate cash held outside of the U.S. by its foreign subsidiaries; the Company’s belief that it has sufficient liquidity from cash from operations and under its revolving credit facilities to meet its working capital, capital expenditure and other financial commitments; the Company’s belief that it can obtain financing on reasonable terms; the Company’s future dividend declarations; the Company’s ability to manage its exposure to interest rate risk through the use of interest rate derivatives; the Company’s estimate that for every 25 basis point increase in the Company’s average variable borrowing rates, annual interest expense will increase by approximately $1.9 million; the estimate of future interest payments on the Company’s long-term debt obligations; and the Company’s exposure to foreign currency exchange fluctuations.
Forward-looking statements also include any statement that is not based on historical fact, including statements containing the words “believes,” “may,” “plans,” “will,” “could,” “should,” “estimates,” “continues,” “anticipates,” “intends,” “expects,” and similar expressions. The Company intends that such forward-looking statements be subject to the safe harbors created thereby. All forward-looking statements are based on current expectations regarding important risk factors and should not be regarded as a representation by the Company or any other person that the results expressed therein will be achieved. Airgas assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law. Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include: adverse changes in customer buying patterns or weakening in the operating and financial performance of the Company’s customers, any of which could negatively impact the Company’s sales and ability to collect its accounts receivable; postponement of projects due to economic conditions and uncertainty in the energy sector; the impact of the strong dollar on the Company’s manufacturer customers that export; customer acceptance of price increases; increases in energy costs and other operating expenses at a faster rate than the Company’s ability to increase prices; changes in customer demand resulting in the Company’s inability to meet minimum product purchase requirements under long-term supply agreements and the inability to negotiate alternative supply arrangements; supply cost pressures; shortages and/or disruptions in the supply chain of certain gases; EPA rulings and the impact in the marketplace of U.S. compliance with the Montreal Protocol as related to the production and import of Refrigerant-22 (also known as HCFC-22 or R-22); the Company’s ability to successfully build, complete in a timely manner and operate its new facilities; higher than expected expenses associated with the expansion of the Company’s telesales business, e-Business platform, the adjustment of its regional management structures, its strategic pricing initiatives and other strategic growth initiatives; increased industry competition; the Company’s ability to successfully identify, consummate, and integrate acquisitions; the Company’s ability to achieve anticipated acquisition synergies; operating costs associated with acquired businesses; the Company’s continued ability to access credit markets on satisfactory terms; significant fluctuations in interest rates; the impact of changes in credit market conditions on the Company’s customers; the Company’s ability to effectively leverage its new SAP system to improve the operating and financial performance of its business; changes in tax and fiscal policies and laws; increased expenditures relating to compliance with environmental and other regulatory initiatives; the impact of new environmental, healthcare, tax, accounting, and other regulations; the overall U.S. industrial economy; catastrophic events and/or severe weather conditions; and political and economic uncertainties associated with current world events.

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ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Interest Rate Risk
The Company manages its exposure to changes in market interest rates. The interest rate exposure arises primarily from the interest payment terms of the Company’s borrowing agreements. The Company may use interest rate derivatives to adjust the interest rate risk exposures that are inherent in its portfolio of funding sources. The Company has not established, and will not establish, any interest rate risk positions for purposes other than managing the risk associated with its portfolio of funding sources or anticipated funding sources. The counterparties to interest rate derivatives are major financial institutions. The Company has established counterparty credit guidelines and only enters into transactions with financial institutions with long-term credit ratings of at least a single ‘A’ rating by one of the major credit rating agencies. In addition, when the Company has derivative instruments outstanding, it monitors its positions as well as the credit ratings of its counterparties, which in combination with its credit guidelines helps to minimize the risk of non-performance by the counterparties. The Company had no interest rate derivative instruments outstanding at December 31, 2014.
The Company’s market risks associated with its debt obligations are disclosed in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2014. Other than the issuance of the 2024 Notes and the amendments to the Company’s Credit Facility, French revolving credit agreement and Securitization Agreement, there have been no significant changes to the Company’s market risks associated with debt obligations during the nine months ended December 31, 2014. Estimated interest expense on the 2024 Notes is approximately $11 million on an annualized basis through the maturity date of July 15, 2024, at which time the principal is scheduled to be repaid in full. See Note 8 to the Company’s consolidated financial statements under Item 1, “Financial Statements,” for information on the estimated fair value of the 2024 Notes at December 31, 2014. The amendments to the Credit Facility and French revolving credit agreement, which extended the maturity dates of the agreements to November 18, 2019, and the amendment to the Securitization Agreement, which extended the maturity date of the agreement to December 5, 2017, do not significantly impact the Company’s market risks associated with debt obligations.
Foreign Currency Exchange Rate Risk
Canadian subsidiaries and the European operations of the Company are funded in part with local currency debt. The Company does not otherwise hedge its exposure to translation gains and losses relating to foreign currency net asset exposures. The Company considers its exposure to foreign currency exchange rate fluctuations to be immaterial to its financial position and results of operations.
ITEM 4.
CONTROLS AND PROCEDURES.
(a) Evaluation of Disclosure Controls and Procedures
The Company carried out an evaluation, under the supervision and with the participation of the Company’s Executive Chairman, Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of December 31, 2014. Based on that evaluation, the Company’s Executive Chairman, Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, the Company’s disclosure controls and procedures were effective such that the information required to be disclosed in the Company’s Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and (ii) is accumulated and communicated to the Company’s management, including the Company’s Executive Chairman, Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.
(b) Changes in Internal Control
There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Table of Contents

PART II—OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS.
The Company is involved in various legal and regulatory proceedings that have arisen in the ordinary course of business and have not been fully adjudicated. These actions, when ultimately concluded and determined, will not, in the opinion of management, have a material adverse effect upon the Company’s consolidated financial condition, results of operations or liquidity.
ITEM 1A.
RISK FACTORS.
There have been no material changes from the risk factors previously disclosed in Part I, Item 1A, “Risk Factors,” of the Company’s Annual Report on Form 10-K for the year ended March 31, 2014, as updated in Part II, Item 1A, “Risk Factors,” of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014.



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Table of Contents

ITEM 6.
EXHIBITS.
The following exhibits are being filed or furnished as part of this Quarterly Report on Form 10-Q:
Exhibit
No.
Description
4.1
Second Amended and Restated Credit Agreement, dated as of November 18, 2014, among Airgas, Inc., the subsidiary borrowers referred to therein, Bank of America, N.A. as administrative agent and the lenders party thereto. (Incorporated by reference to Exhibit 10.1 to the Company’s November 20, 2014 Current Report on Form 8-K.)
 
 
10.1
Fifth Amendment to the Third Amended and Restated Receivables Purchase Agreement, dated as of December 5, 2014, among Airgas, Inc., as Servicer, Radnor Funding Corp., as Seller, the members of the various purchaser groups from time to time party thereto and the Administrator. (Incorporated by reference to Exhibit 10.1 to the Company’s December 5, 2014 Current Report on Form 8-K.)
 
 
31.1
Certification of Peter McCausland as Executive Chairman of Airgas, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
31.2
Certification of Michael L. Molinini as President and Chief Executive Officer of Airgas, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
31.3
Certification of Robert M. McLaughlin as Senior Vice President and Chief Financial Officer of Airgas, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
32.1
Certification of Peter McCausland as Executive Chairman of Airgas, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
32.2
Certification of Michael L. Molinini as President and Chief Executive Officer of Airgas, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
32.3
Certification of Robert M. McLaughlin as Senior Vice President and Chief Financial Officer of Airgas, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
101.INS
XBRL Instance Document.
 
 
101.SCH
XBRL Taxonomy Extension Schema Document.
 
 
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
 
 
101.DEF
XBRL Taxonomy Definition Linkbase Document.
 
 
101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
 
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.





39
Table of Contents

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

Dated:
February 6, 2015
 
AIRGAS, INC.
 
 
 
 
 
 
 
(Registrant)
 
 
 
 
 
 
BY:
/s/    THOMAS M. SMYTH        
 
 
 
Thomas M. Smyth
Vice President & Controller
(Principal Accounting Officer)


40
Table of Contents

EXHIBIT INDEX
Exhibit
No.
Description
31.1
Certification of Peter McCausland as Executive Chairman of Airgas, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
31.2
Certification of Michael L. Molinini as President and Chief Executive Officer of Airgas, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
31.3
Certification of Robert M. McLaughlin as Senior Vice President and Chief Financial Officer of Airgas, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
32.1
Certification of Peter McCausland as Executive Chairman of Airgas, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
32.2
Certification of Michael L. Molinini as President and Chief Executive Officer of Airgas, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
32.3
Certification of Robert M. McLaughlin as Senior Vice President and Chief Financial Officer of Airgas, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
101.INS
XBRL Instance Document.
 
 
101.SCH
XBRL Taxonomy Extension Schema Document.
 
 
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
 
 
101.DEF
XBRL Taxonomy Definition Linkbase Document.
 
 
101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
 
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.