Edgar Filing: AIRGAS INC

ARG - 12.31.14 10-Q

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

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements
Consolidated Statements of Earnings for the Three and Nine Months Ended December 31, 2014 and 2013 (Unaudited)	3

Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended December 31, 2014 and 2013 (Unaudited)	4

Consolidated Balance Sheets as of December 31, 2014 (Unaudited) and March 31, 2014	5

Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2014 and 2013 (Unaudited)	6

Notes to Consolidated Financial Statements (Unaudited)	7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3. Quantitative and Qualitative Disclosures About Market Risk	37

Item 4. Controls and Procedures	37

PART II - OTHER INFORMATION

Item 1. Legal Proceedings	38

Item 1A. Risk Factors	38

Item 6. Exhibits	39

SIGNATURE	40

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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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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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.

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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		Quoted prices in active markets Level 1		Significant other observable inputs Level 2		Significant unobservable inputs Level 3
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		Quoted prices in active markets Level 1		Significant other observable inputs Level 2		Significant unobservable inputs Level 3
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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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.

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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 30^threlative 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.

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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.

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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.

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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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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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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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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)
Net Sales (In thousands)	2014			2013			Increase/(Decrease)
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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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)
Gross Profits (ex. Depr.) (In thousands)	2014		2013		Increase/(Decrease)
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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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)
SD&A Expenses (In thousands)	2014		2013		Increase/(Decrease)
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)
Operating Income (In thousands)	2014		2013			Increase/(Decrease)
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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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)
Net Sales (In thousands)	2014			2013			Increase/(Decrease)
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%.

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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)
Gross Profits (ex. Depr.) (In thousands)	2014		2013		Increase/(Decrease)
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.

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	Nine Months Ended
SD&A Expenses (In thousands)	December 31,				Increase/(Decrease)
SD&A Expenses (In thousands)	2014		2013		Increase/(Decrease)
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