Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2015 | Feb. 03, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2015 | |
Amendment Flag | false | |
Entity Registrant Name | AIRGAS INC | |
Trading Symbol | ARG | |
Entity Central Index Key | 804,212 | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Entity Common Stock, Shares Outstanding | 72,428,483 |
Consolidated Statements of Earn
Consolidated Statements of Earnings - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net Sales | $ 1,295,414 | $ 1,331,820 | $ 4,019,693 | $ 4,003,162 |
Costs and Expenses: | ||||
Cost of products sold (excluding depreciation) | 553,582 | 588,933 | 1,751,921 | 1,772,873 |
Selling, distribution and administrative expenses | 506,143 | 496,409 | 1,535,298 | 1,491,497 |
Merger costs | 21,393 | 0 | 21,393 | 0 |
Depreciation | 79,940 | 75,556 | 237,266 | 221,351 |
Amortization | 8,769 | 8,036 | 25,505 | 23,693 |
Total costs and expenses | 1,169,827 | 1,168,934 | 3,571,383 | 3,509,414 |
Operating Income | 125,587 | 162,886 | 448,310 | 493,748 |
Interest expense, net | (15,142) | (13,673) | (44,440) | (48,374) |
Other income (expense), net | 4,316 | (238) | 5,853 | 1,712 |
Earnings before income taxes | 114,761 | 148,975 | 409,723 | 447,086 |
Income taxes | (40,897) | (55,776) | (149,590) | (166,723) |
Net Earnings | $ 73,864 | $ 93,199 | $ 260,133 | $ 280,363 |
Net Earnings per Common Share: | ||||
Basic earnings per share | $ 1.02 | $ 1.25 | $ 3.53 | $ 3.76 |
Diluted earnings per share | $ 1.01 | $ 1.23 | $ 3.49 | $ 3.70 |
Weighted Average Shares Outstanding: | ||||
Basic | 72,127 | 74,767 | 73,732 | 74,534 |
Diluted | 73,112 | 75,954 | 74,603 | 75,721 |
Dividends Declared per Common Share | $ 0.60 | $ 0.55 | $ 1.80 | $ 1.65 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net earnings | $ 73,864 | $ 93,199 | $ 260,133 | $ 280,363 |
Other comprehensive income (loss), before tax: | ||||
Foreign currency translation adjustments | (2,640) | (5,692) | (5,873) | (8,508) |
Reclassification of hedging loss included in net earnings | 0 | 129 | 259 | 388 |
Other comprehensive income (loss), before tax | (2,640) | (5,563) | (5,614) | (8,120) |
Net tax expense of other comprehensive income items | 0 | (48) | (96) | (144) |
Other comprehensive income (loss), net of tax | (2,640) | (5,611) | (5,710) | (8,264) |
Comprehensive income | $ 71,224 | $ 87,588 | $ 254,423 | $ 272,099 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 |
Current Assets | ||
Cash | $ 46,877 | $ 50,724 |
Trade receivables, less allowances for doubtful accounts of $29,901 and $27,016 at December 31, 2015 and March 31, 2015, respectively | 671,507 | 708,227 |
Inventories, net | 485,230 | 474,070 |
Deferred income tax asset, net | 65,180 | 58,072 |
Prepaid expenses and other current assets | 165,653 | 124,591 |
Total current assets | 1,434,447 | 1,415,684 |
Plant and equipment at cost | 5,605,541 | 5,305,059 |
Less accumulated depreciation | (2,526,649) | (2,353,293) |
Plant and equipment, net | 3,078,892 | 2,951,766 |
Goodwill | 1,362,610 | 1,313,644 |
Other intangible assets, net | 256,251 | 244,519 |
Other non-current assets | 48,674 | 47,997 |
Total assets | 6,180,874 | 5,973,610 |
Current Liabilities | ||
Accounts payable, trade | 159,887 | 206,187 |
Accrued expenses and other current liabilities | 369,787 | 346,879 |
Short-term debt | 498,551 | 325,871 |
Current portion of long-term debt | 250,125 | 250,110 |
Total current liabilities | 1,278,350 | 1,129,047 |
Long-term debt, excluding current portion | 1,953,450 | 1,748,662 |
Deferred income tax liability, net | 880,761 | 854,574 |
Other non-current liabilities | $ 92,843 | $ 89,741 |
Commitments and contingencies | ||
Stockholders’ Equity | ||
Preferred stock, 20,030 shares authorized, no shares issued or outstanding at December 31, 2015 and March 31, 2015 | $ 0 | $ 0 |
Common stock, par value $0.01 per share, 200,000 shares authorized, 87,724 and 87,554 shares issued at December 31, 2015 and March 31, 2015, respectively | 877 | 876 |
Capital in excess of par value | 899,480 | 853,800 |
Retained earnings | 2,348,954 | 2,231,026 |
Accumulated other comprehensive income (loss) | (20,563) | (14,853) |
Treasury stock, 15,447 and 12,197 shares at cost at December 31, 2015 and March 31, 2015, respectively | (1,253,278) | (919,263) |
Total stockholders’ equity | 1,975,470 | 2,151,586 |
Total liabilities and stockholders’ equity | $ 6,180,874 | $ 5,973,610 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 |
Allowance for doubtful accounts | $ 29,901 | $ 27,016 |
Preferred stock, shares authorized | 20,030 | 20,030 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000 | 200,000 |
Common stock, shares issued | 87,724 | 87,554 |
Treasury stock, shares | 15,447 | 12,197 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net earnings | $ 260,133 | $ 280,363 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation | 237,266 | 221,351 |
Amortization | 25,505 | 23,693 |
Deferred income taxes | 18,910 | 14,332 |
Gain on sales of plant and equipment | (2,965) | (1,654) |
Stock-based compensation expense | 24,303 | 25,618 |
Changes in assets and liabilities, excluding effects of business acquisitions: | ||
Trade receivables, net | 42,641 | 14,337 |
Inventories, net | (6,832) | (20,974) |
Prepaid expenses and other current assets | (40,277) | (58,230) |
Accounts payable, trade | (48,701) | 5,195 |
Accrued expenses and other current liabilities | 8,628 | 17,972 |
Other, net | (6,087) | (7,319) |
Net cash provided by operating activities | 512,524 | 514,684 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Capital expenditures | (366,751) | (338,905) |
Proceeds from sales of plant and equipment | 19,675 | 16,992 |
Business acquisitions and holdback settlements | (100,329) | (45,165) |
Other, net | 1,780 | 316 |
Net cash used in investing activities | (445,625) | (366,762) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Net increase in short-term debt | 171,637 | 27,966 |
Proceeds from borrowings of long-term debt | 471,870 | 312,941 |
Repayment of long-term debt | (264,138) | (406,345) |
Financing costs | (3,311) | (5,236) |
Purchase of treasury stock | (374,706) | 0 |
Proceeds from the exercise of stock options | 30,593 | 41,565 |
Stock issued for the Employee Stock Purchase Plan | 14,293 | 13,304 |
Excess tax benefit realized from the exercise of stock options | 7,085 | 10,487 |
Dividends paid to stockholders | (131,841) | (123,080) |
Change in cash overdraft and other | 7,772 | (15,497) |
Net cash used in financing activities | (70,746) | (143,895) |
Change in cash | (3,847) | 4,027 |
Cash – Beginning of period | 50,724 | 69,561 |
Cash – End of period | $ 46,877 | $ 73,588 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation [Text Block] | 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, 2015 . 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. |
Merger Agreement
Merger Agreement | 9 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Merger Agreement [Text Block] | MERGER AGREEMENT On November 17, 2015, the Company announced that it had entered into a definitive agreement for the acquisition of the Company by L’Air Liquide, S.A. (“Air Liquide”) in a merger pursuant to an Agreement and Plan of Merger, dated as of November 17, 2015, by and among the Company, Air Liquide and AL Acquisition Corporation (“Merger Sub”), an indirect wholly owned subsidiary of Air Liquide (the “Merger Agreement”). The Merger Agreement provides that, among other things and subject to the terms and conditions thereof, Merger Sub will be merged with and into the Company (the “Merger”) with the Company continuing as the surviving corporation in the Merger. As consideration for the Merger, each outstanding share of common stock of the Company, par value $0.01 (the “Common Stock”), will automatically be converted into the right to receive $143 in cash at the effective time of the Merger (the “Effective Time”), excluding treasury stock owned by the Company or shares owned by Air Liquide or any of its subsidiaries, which will be canceled. The closing of the Merger is subject to customary closing conditions, including the adoption of the Merger Agreement by the affirmative vote of the holders of at least a majority of all outstanding shares of Common Stock and the receipt of necessary antitrust and other regulatory approvals. The special meeting of Airgas stockholders to adopt the Merger Agreement will be held on February 23, 2016. In connection with the Merger, the Company has incurred $21.4 million of merger-related costs during the three months ended December 31, 2015 , primarily consisting of legal, advisory and other professional fees in connection with the Merger . These costs are included in the “Merger costs” line item of the Company’s consolidated statement of earnings. |
Accounting and Disclosure Chang
Accounting and Disclosure Changes | 9 Months Ended |
Dec. 31, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Accounting and Disclosure Changes [Text Block] | ACCOUNTING AND DISCLOSURE CHANGES Recently Adopted Accounting Pronouncements In April 2014, the Financial Accounting Standards Board ( “ FASB ” ) issued new guidance on the reporting of discontinued operations. The new guidance limits 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 previous standards, which may have been more routine in nature and not changed an entity’s strategy, were reported in discontinued operations. The new guidance also requires disclosures around both disposals qualifying for discontinued operations as well as significant disposals that are not considered discontinued operations. The Company adopted the new guidance effective April 1, 2015. The guidance did not have an impact on the Company’s consolidated financial statements and related disclosures upon adoption. In July 2015, the FASB issued new guidance that changes the measurement principle for inventory from the lower of cost or market to the lower of cost or net realizable value. The amendments in this guidance do not apply to inventory that is measured using last-in, first-out (“LIFO”) or the retail inventory method; rather, the amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (“FIFO”) or average cost. Within the scope of this new guidance, an entity should measure inventory at the lower of cost or net realizable value. Net realizable value is defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation, which is consistent with existing GAAP. The Company early adopted the new guidance effective July 1, 2015. The guidance did not have a material impact on the Company’s consolidated financial statements and related disclosures upon adoption. In September 2015, the FASB issued new guidance simplifying the accounting for measurement-period adjustments with respect to business combinations. The amendments in this guidance eliminate the requirement for an acquirer to retrospectively account for adjustments that occur to provisional amounts recognized at the acquisition date during the measurement period following an acquisition. The new guidance requires that an acquirer recognize adjustments to provisional amounts identified during the measurement period in the reporting period in which the adjustment amounts are determined, with disclosure of the amounts recognized in the current period that would have been recognized in prior reporting periods based on the date of the acquisition. The Company early adopted the new guidance effective September 30, 2015. The guidance did not have a material impact on the Company’s consolidated financial statements and related disclosures upon adoption. Accounting Pronouncements Not Yet Adopted 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. In August 2015, the FASB deferred the effective date of the new guidance by one year to December 15, 2017 for annual reporting periods beginning after that date and permitted early adoption of the standard, but not before the original effective date of December 15, 2016. With the deferral, the new standard is effective for the Company for annual and interim reporting periods beginning on April 1, 2018, with early adoption permitted one year prior. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the transition method alternatives and the effect that the new guidance will have on its consolidated financial statements and related disclosures. In February 2015, the FASB issued new guidance changing the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. The new guidance changes the way reporting enterprises evaluate whether (a) they should consolidate limited partnerships and similar entities, (b) fees paid to a decision maker or service provider are variable interests in a variable interest entity (“VIE”), and (c) variable interests in a VIE held by related parties of the reporting enterprise require the reporting enterprise to consolidate the VIE. The new guidance is effective for the Company on April 1, 2016, with early adoption permitted, including early adoption in an interim period. The new guidance may be applied using either a modified retrospective approach or on a full retrospective basis. The Company does not expect this adoption to have a material impact on its consolidated financial statements. In April 2015, the FASB issued new guidance simplifying the financial statement presentation of debt issuance costs. The new guidance specifies that debt issuance costs related to a recognized term debt obligation shall be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The existing recognition and measurement guidance for debt issuance costs is not affected by the new guidance. In August 2015, the FASB issued a clarification that debt issuance costs related to line-of-credit arrangements can continue to be reflected as deferred assets in the balance sheet consistent with existing GAAP, or can be presented net of the associated debt obligations. The new guidance is effective for the Company on April 1, 2016, with early adoption permitted, for financial statements that have not been previously issued. The new guidance must be applied on a retrospective basis. The Company does not expect this adoption to have a material impact on its consolidated financial statements. In April 2015, the FASB issued new guidance on customer’s accounting for fees paid in a cloud computing arrangement. The amendments to existing GAAP provide guidance to customers about whether a cloud computing arrangement includes a software license. The new guidance clarifies that if a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If the arrangement does not include a software license, the customer should account for the arrangement as a service contract. The new guidance is effective for the Company on April 1, 2016, with early adoption permitted. The new guidance may be applied either prospectively to all arrangements entered into or materially modified after the effective date, or on a retrospective basis. The Company does not expect this adoption to have a material impact on its consolidated financial statements. In November 2015, the FASB issued new guidance simplifying the balance sheet classification of deferred taxes. The new guidance requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the new guidance. The new guidance is effective for the Company on April 1, 2017, with early adoption permitted as of the beginning of an interim or annual reporting period. The new guidance may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company is evaluating the impact that the new guidance will have on its consolidated financial statements and related disclosures. In January 2016, the FASB issued new guidance related to the recognition and measurement of financial assets and liabilities. The new guidance makes targeted improvements to GAAP impacting equity investments (other than those accounted for under the equity method or consolidated), financial liabilities accounted for under the fair value election, and presentation and disclosure requirements for financial instruments, among other changes. The new guidance is effective for the Company on April 1, 2018, with early adoption prohibited other than for certain provisions. The Company is evaluating the impact that the new guidance will have on its consolidated financial statements and related disclosures. |
Acquisitions
Acquisitions | 9 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions [Text Block] | ACQUISITIONS Current Year Acquisitions Acquisitions are recorded using the acquisition method of accounting and accordingly, results of their operations are included in the Company’s consolidated financial statements from the effective date of each respective acquisition. The Company negotiates the respective purchase prices of acquired 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. Management estimates the fair values of acquired intangible assets other than goodwill using the income approach (i.e. discounted cash flows), and plant and equipment using either the cost or market approach, depending on the type of fixed asset. During the nine months ended December 31, 2015 , the Company acquired 17 businesses with aggregate historical annual sales of approximately $84 million . Transaction and other integration costs incurred during the nine months ended December 31, 2015 were $2.2 million and were included in selling, distribution and administrative expenses in the Company’s consolidated statement of earnings. These acquisitions contributed approximately $32 million in net sales during the nine months ended December 31, 2015 . Purchase price allocations for certain businesses most recently acquired during the nine months ended December 31, 2015 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 transferred and the estimated fair values of the assets acquired and liabilities assumed for fiscal 2016 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) $ 56,642 $ 44,014 $ 100,656 Recognized amounts of identifiable assets acquired and liabilities assumed Current assets, net $ 8,231 $ 2,228 $ 10,459 Plant and equipment 11,621 13,246 24,867 Other intangible assets 23,777 12,769 36,546 Current liabilities (6,732 ) (4,247 ) (10,979 ) Non-current liabilities (3,856 ) (3,997 ) (7,853 ) Total identifiable net assets 33,041 19,999 53,040 Goodwill 23,601 24,015 47,616 $ 56,642 $ 44,014 $ 100,656 ____________________ (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. The fair value of trade receivables acquired with fiscal 2016 acquisitions was $6.0 million , with gross contractual amounts receivable of $6.8 million . Goodwill associated with fiscal 2016 acquisitions was $47.4 million , of which $43.2 million is deductible for income tax purposes. Goodwill largely consists of expected synergies resulting from the acquisitions. These synergies include increased distribution density that will facilitate the sale of industrial, medical and specialty gases, and related supplies, the addition of businesses that offer products and services complementary to the Company’s existing portfolio, and enhanced geographical coverage abroad to strengthen the Company’s welder and generator rental business. Other intangible assets related to fiscal 2016 acquisitions represent customer relationships and non-competition agreements, and amounted to $29.0 million and $7.5 million , respectively. See Note 6 for further information on goodwill and other intangible assets. The following table provides unaudited pro forma results of operations for the nine months ended December 31, 2015 and 2014 , as if fiscal 2016 acquisitions had occurred on April 1, 2014. The pro forma results were prepared from financial information obtained from the sellers of the businesses and as part of 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, 2014 or of results that may occur in the future. Nine Months Ended December 31, (In thousands, except per share amounts) 2015 2014 Net sales $ 4,040,816 $ 4,064,999 Net earnings 260,987 284,046 Diluted earnings per share $ 3.50 $ 3.75 Prior Year Acquisitions During the nine months ended December 31, 2014 , the Company acquired 13 businesses. A total of approximately $49 million in consideration was transferred for the 13 businesses, the settlement of holdback liabilities and the settlement of a contingent consideration arrangement associated with a prior year acquisition. Of the consideration transferred, $45 million was paid in net cash and $4 million represented shares of Airgas, Inc. common stock issued as part of the consideration for a single acquisition. Transaction and other integration costs incurred during the nine months ended December 31, 2014 were $1.4 million . The acquired businesses had aggregate historical annual sales of approximately $48 million . These acquisitions contributed approximately $19 million in net sales for the nine months ended December 31, 2014 . The Company acquired these businesses in order to increase its distribution density and enhance its capabilities to facilitate the sale of industrial, medical and specialty gases, and related supplies. |
Inventories, Net
Inventories, Net | 9 Months Ended |
Dec. 31, 2015 | |
Inventory, Net [Abstract] | |
Inventories, Net [Text Block] | INVENTORIES, NET Inventories, net, consist of: (In thousands) December 31, 2015 March 31, 2015 Hardgoods $ 318,432 $ 311,453 Gases 166,798 162,617 $ 485,230 $ 474,070 |
Goodwill And Other Intangible A
Goodwill And Other Intangible Assets | 9 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill And Other Intangible Assets [Text Block] | 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, 2015 were as follows: (In thousands) Distribution Business Segment All Other Operations Business Segment Total Balance at March 31, 2015 $ 1,116,569 $ 197,075 $ 1,313,644 Acquisitions (a) 23,601 24,015 47,616 Other adjustments, including foreign currency translation 1,436 (86 ) 1,350 Balance at December 31, 2015 $ 1,141,606 $ 221,004 $ 1,362,610 ____________________ (a) Includes acquisitions completed during the current year and adjustments made to prior year acquisitions. 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, 2015, the Company had 21 reporting units in the Distribution business segment and 6 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, 2015 goodwill impairment test, the Company bypassed the option to perform the Step 0 assessment for all of its reporting units as a periodic refresh of its reporting units’ fair values from the application of the qualitative Step 0 assessment in prior years. The determination to proceed to the first step of the two-step goodwill impairment test at October 31, 2015 was based on an evaluation of relevant events and circumstances, including the length of time since the Company’s most recent calculation of the fair value of its reporting units. The fair values of the Company’s reporting units evaluated using the qualitative Step 0 assessment in the prior year were all substantially in excess of their respective carrying amounts in the Company’s prior Step 1 analysis. The Company determined the estimated fair value of each of its reporting units as of October 31, 2015 using a discounted cash flow model and compared those values to the carrying value of each of the respective reporting units. Significant assumptions used in the cash flow model include sales growth rates and profit margins based on specific reporting unit business plan, future capital expenditures, working capital needs, and discount and perpetual growth rates. The discount rates used to estimate the fair value of the individual 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 individual reporting units. 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 each of the Company’s reporting units. The Company’s methodology used for valuing its reporting units for the purpose of its goodwill impairment test is consistent with prior valuations. The Company’s annual goodwill impairment test at October 31, 2015 indicated that the fair values of all of its reporting units substantially exceeded their respective carrying amounts. Other Intangible Assets Other intangible assets by major class are as follows: December 31, 2015 March 31, 2015 (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 $ 371,533 $ (135,775 ) $ 235,758 17 $ 345,805 $ (120,321 ) $ 225,484 Non-competition agreements 6 48,702 (28,362 ) 20,340 6 43,204 (24,335 ) 18,869 Other 200 (47 ) 153 200 (34 ) 166 $ 420,435 $ (164,184 ) $ 256,251 $ 389,209 $ (144,690 ) $ 244,519 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, 2015 and 2014 was $24.3 million and $22.6 million , respectively. Estimated future amortization expense for the Company’s other intangible assets by fiscal year is as follows: remainder of fiscal 2016 - $8.3 million ; 2017 - $31.7 million ; 2018 - $29.5 million ; 2019 - $27.4 million ; 2020 - $25.8 million ; and $133.5 million thereafter. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Dec. 31, 2015 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities [Text Block] | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities include: (In thousands) December 31, 2015 March 31, 2015 Accrued payroll and employee benefits $ 88,893 $ 98,547 Business insurance reserves (a) 50,360 49,934 Taxes other than income taxes 18,654 22,863 Cash overdraft 79,636 71,537 Deferred rental revenue 32,156 34,538 Accrued interest 15,704 12,860 Other accrued expenses and current liabilities 84,384 56,600 $ 369,787 $ 346,879 ____________________ (a) With respect to the business insurance reserves above, the Company had corresponding insurance receivables of $11.0 million at December 31, 2015 and $11.6 million at March 31, 2015 , 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. |
Indebtedness
Indebtedness | 9 Months Ended |
Dec. 31, 2015 | |
Debt Instruments [Abstract] | |
Indebtedness [Text Block] | INDEBTEDNESS Total debt consists of: (In thousands) December 31, 2015 March 31, 2015 Short-term Money market loans $ — $ — Commercial paper 498,551 325,871 Short-term debt $ 498,551 $ 325,871 Long-term Trade receivables securitization $ 330,000 $ 295,000 Revolving credit borrowings - U.S. — — Revolving credit borrowings - Multi-currency 69,232 48,332 Revolving credit borrowings - France 5,808 6,277 Senior notes, net 1,798,166 1,648,608 Other long-term debt 369 555 Total long-term debt 2,203,575 1,998,772 Less current portion of long-term debt (250,125 ) (250,110 ) Long-term debt, excluding current portion $ 1,953,450 $ 1,748,662 Total debt $ 2,702,126 $ 2,324,643 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 December 2015 and now expires on December 27, 2016 . 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, 2015 , 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 expires on July 31, 2016 . 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, 2015 , there were no advances outstanding under the agreement. Trade Receivables Securitization On July 24, 2015 , the Company entered into the Sixth Amendment and Joinder (the “Sixth Amendment”) to the Third Amended and Restated Receivables Purchase Agreement (the “Securitization Agreement”), which increased the maximum amount of borrowings available under the Securitization Agreement from $295 million to $330 million . The Sixth Amendment also increased the number of participating banks from three to four . On December 4, 2015 , the Company entered into the Seventh Amendment to the Securitization Agreement which extended the expiration date of the Securitization Agreement from December 5, 2017 to December 5, 2018 . There were no other material changes to the Securitization Agreement as a result of the Seventh Amendment. Senior Credit Facility The Company participates in a $1 billion Second Amended and Restated Credit Agreement (the “Credit Facility”). As of December 31, 2015 , the Company had $69 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, 2015 . The Company also had outstanding U.S. letters of credit of $51 million issued under the Credit Facility. At December 31, 2015 , 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, 2015 , $381 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. Senior Notes On August 11, 2015, the Company issued $400 million of 3.05% senior notes maturing on August 1, 2020 (the “2020 Notes”). The 2020 Notes were issued at a discount with a yield of 3.092% . The net proceeds from the sale of the 2020 Notes were used for general corporate purposes, including to fund acquisitions, to repay indebtedness and to repurchase shares pursuant to the Company’s stock repurchase program. Interest on the 2020 Notes is payable semi-annually on February 1 and August 1 of each year, commencing on February 1, 2016. The 2020 Notes contain covenants that restrict the incurrence of liens and limit sale and leaseback transactions. The Company has the option to redeem the 2020 Notes prior to their maturity, in whole or in part, either at 100% of the principal amount of the notes plus any accrued but unpaid interest or at the applicable make-whole premium . At December 31, 2015 , the Company’s $250 million 2.95% senior notes maturing on June 15, 2016 were included in the “Current portion of long-term debt” line item on the Company’s consolidated balance sheet. On September 14, 2015, the Company redeemed in full its $250 million 3.25% senior notes originally due to mature on October 1, 2015 (the “2015 Notes”) at 100% of the principal amount of the notes plus accrued interest. Aggregate Long-term Debt Maturities The aggregate maturities of long-term debt at December 31, 2015 are as follows: (In thousands) Debt Maturities (a) Remainder of fiscal 2016 $ 38 March 31, 2017 250,221 March 31, 2018 325,105 March 31, 2019 330,004 March 31, 2020 350,040 Thereafter 950,000 $ 2,205,408 ____________________ (a) Outstanding borrowings under the Securitization Agreement at December 31, 2015 are reflected as maturing at the agreement’s expiration in December 2018. Outstanding borrowings under the Credit Facility at December 31, 2015 are reflected as maturing at the agreement’s expiration in November 2019. 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 $1.8 million at December 31, 2015 . |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements [Text Block] | 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 based on the short-term maturity of these financial instruments. 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, 2015 and March 31, 2015 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, 2015 Assets: Deferred compensation plan assets $ 17,097 $ 17,097 $ — $ — Liabilities: Deferred compensation plan liabilities $ 17,097 $ 17,097 $ — $ — Balance at Quoted Prices in Active Markets Level 1 Significant Other Observable Inputs Level 2 Significant Unobservable Inputs Level 3 (In thousands) March 31, 2015 Assets: Deferred compensation plan assets $ 16,288 $ 16,288 $ — $ — Liabilities: Deferred compensation plan liabilities $ 16,288 $ 16,288 $ — $ — 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. 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 8). Carrying Value at Fair Value at Carrying Value at Fair Value at (In thousands) December 31, 2015 December 31, 2015 March 31, 2015 March 31, 2015 3.25% senior notes due 2015 $ — $ — $ 249,962 $ 252,520 2.95% senior notes due 2016 249,971 251,360 249,918 254,953 1.65% senior notes due 2018 324,769 322,468 324,688 323,921 2.375% senior notes due 2020 274,823 271,906 274,791 274,821 3.05% senior notes due 2020 399,290 403,500 — — 2.90% senior notes due 2022 249,808 242,433 249,787 249,028 3.65% senior notes due 2024 299,505 297,450 299,462 310,500 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity [Text Block] | 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, 2015 87,554 (12,197 ) Common stock issuance (a) 170 Reissuance of treasury stock for stock option exercises 514 Purchase of treasury stock (b) (3,764 ) Balance at December 31, 2015 87,724 (15,447 ) (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, 2015 $ 876 $ 853,800 $ 2,231,026 $ (14,853 ) $ (919,263 ) $ 2,151,586 Net earnings 260,133 260,133 Other comprehensive income (loss), net of tax (5,710 ) (5,710 ) Common stock issuances and reissuances of treasury stock - employee benefit plans (c) 1 14,292 (10,364 ) 40,691 44,620 Purchase of treasury stock (b) (374,706 ) (374,706 ) Excess tax benefit from stock option exercises 7,085 7,085 Dividends paid on common stock ($1.80 per share) (131,841 ) (131,841 ) Stock-based compensation (d) 24,303 24,303 Balance at December 31, 2015 $ 877 $ 899,480 $ 2,348,954 $ (20,563 ) $ (1,253,278 ) $ 1,975,470 ___________________ (a) Issuance of common stock for purchases through the Amended and Restated 2003 Employee Stock Purchase Plan (“Employee Stock Purchase Plan” or “ESPP”). (b) Refer to “Stock Repurchase Program” section below for details. (c) Issuance of common stock for purchases through the Employee Stock Purchase Plan and reissuance of treasury stock for stock option exercises. (d) The Company recognized compensation expense with a corresponding amount recorded to capital in excess of par value. 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, 2015 : (In thousands) Foreign Currency Translation Adjustments Treasury Rate Lock Agreement Total Accumulated Other Comprehensive Income (Loss) Balance at March 31, 2015 $ (14,690 ) $ (163 ) $ (14,853 ) Other comprehensive income (loss) before reclassifications (5,873 ) — (5,873 ) Amounts reclassified from AOCI (e) — 259 259 Tax effect of other comprehensive income items — (96 ) (96 ) Other comprehensive income (loss), net of tax (5,873 ) 163 (5,710 ) Balance at December 31, 2015 $ (20,563 ) $ — $ (20,563 ) ___________________ (e) 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 was being reclassified into earnings (interest expense) over the term of the 2015 Notes until their redemption in September 2015. 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, 2015 and 2014 . Stockholder Rights Plan On November 17, 2015, the Company entered into an amendment (the “Rights Amendment”) to the stockholder rights plan (the “Rights Plan”) originally dated as of May 8, 2007. The Rights Amendment modifies the existing terms of the Rights Plan by lowering the beneficial ownership threshold for triggering the Rights Plan from 15% of Airgas’ common stock to 10% . Any party that beneficially owns 10% or more of the Company’s common stock at the time of the public announcement of the Rights Amendment will not trigger the Rights Plan unless that party increases its beneficial ownership in the Company’s common stock or exercises any options, rights, warrants, etc. for shares of the Company’s common stock. Additionally, the Rights Amendment modifies and amends the Rights Plan to provide that the Merger Agreement and any agreements or transactions associated with the foregoing will not result in a stock acquisition date (as defined therein), a distribution date (as defined therein) or any other separation of rights from the underlying common stock. There were no other significant changes to the Company’s Rights Plan as a result of the Rights Amendment. Stock Repurchase Program On May 28, 2015, the Company announced plans to purchase up to $500 million of Airgas, Inc. common stock under a stock repurchase program approved by the Company’s Board of Directors. Airgas may repurchase shares from time to time for cash in open market transactions or in privately-negotiated transactions in accordance with applicable federal securities laws. The Company will determine the timing and the amount of any repurchases based on its evaluation of market conditions, share price, and other factors. The stock repurchase program has no pre-established closing date. However, stock repurchases are currently suspended in accordance with the Merger Agreement (see Note 2). From the announcement date of the program through December 31, 2015 , the Company repurchased 3.8 million shares on the open market at an average price of $99.54 , but did not repurchase any shares during the quarter ended December 31, 2015 . At December 31, 2015 , $125 million was available for additional share repurchases under the program. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Dec. 31, 2015 | |
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract] | |
Stock-Based Compensation [Text Block] | STOCK-BASED COMPENSATION The Company recognizes stock-based compensation expense for its Second Amended and Restated 2006 Equity Incentive Plan (“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, 2015 and 2014 : Three Months Ended Nine Months Ended December 31, December 31, (In thousands) 2015 2014 2015 2014 Stock-based compensation expense related to: Equity Incentive Plan (a) $ 3,525 $ 3,718 $ 21,010 $ 22,452 Employee Stock Purchase Plan - options to purchase stock 1,206 1,067 3,293 3,166 4,731 4,785 24,303 25,618 Tax benefit (1,454 ) (1,588 ) (8,404 ) (9,138 ) Stock-based compensation expense, net of tax $ 3,277 $ 3,197 $ 15,899 $ 16,480 ___________________ (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 th 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. Equity Incentive Plan 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, 2015 and 2014 was $19.87 and $28.72 , respectively. Summary of Stock Option Activity The following table summarizes the stock option activity during the nine months ended December 31, 2015 : (In thousands, except per share amounts) Number of Stock Options Weighted-Average Exercise Price Outstanding at March 31, 2015 4,974 $ 79.76 Granted 1,020 $ 103.57 Exercised (534 ) $ 60.52 Forfeited (89 ) $ 101.77 Outstanding at December 31, 2015 5,371 $ 85.83 Vested or expected to vest at December 31, 2015 5,351 $ 85.77 Exercisable at December 31, 2015 3,211 $ 74.43 A total of 2.3 million shares of common stock were available for grant under the Equity Incentive Plan as of December 31, 2015 . As of December 31, 2015 , $38.0 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. Under the terms of the Merger Agreement (see Note 2), all of the stock options outstanding upon the closing of the Merger under the Equity Incentive Plan, whether vested or unvested, would be canceled in consideration for the right of each stock option holder to receive a cash payment equal to the number of stock options held multiplied by the excess of the Merger consideration of $143 per share over the exercise price per share of the Company’s common stock subject to the stock options. Employee Stock Purchase Plan The ESPP encourages and assists employees in acquiring an equity interest in the Company. As of December 31, 2015 , the ESPP had 1.0 million shares of Company common stock available for issuance. Fair Value 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 $17.59 and $20.44 for the nine months ended December 31, 2015 and 2014 , 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, 2015 : (In thousands, except per share amounts) Number of Purchase Options Weighted-Average Exercise Price Outstanding at March 31, 2015 54 $ 86.47 Granted 187 $ 78.93 Exercised (170 ) $ 83.97 Outstanding at December 31, 2015 71 $ 72.60 In accordance with the terms of the Merger Agreement, the 71 thousand of outstanding purchase options at December 31, 2015 for which common stock was issued in January 2016 represented the final purchase under the ESPP, with no further grants of options to purchase common stock under the ESPP. As a result, all compensation expense related to the outstanding purchase options under the ESPP was recognized in full at December 31, 2015, and no additional expense will be incurred related to the Company’s ESPP for the remainder of fiscal 2016. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 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 1.7 million and 1.8 million shares covered by outstanding stock options that were not dilutive for the three months ended December 31, 2015 and 2014 , respectively. There were approximately 2.1 million and 1.8 million shares covered by outstanding stock options that were not dilutive for the nine months ended December 31, 2015 and 2014 , respectively. The following table presents the computation of basic and diluted weighted average common shares outstanding for the three and nine months ended December 31, 2015 and 2014 : Three Months Ended Nine Months Ended December 31, December 31, (In thousands) 2015 2014 2015 2014 Weighted average common shares outstanding: Basic shares outstanding 72,127 74,767 73,732 74,534 Incremental shares from assumed exercises of stock options and options under the ESPP 985 1,187 871 1,187 Diluted shares outstanding 73,112 75,954 74,603 75,721 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies [Text Block] | COMMITMENTS AND CONTINGENCIES Litigation Airgas has supplied information to and been in discussions with the U.S. Attorney’s Office for the Southern District of Florida in response to an ongoing investigation concerning alleged past violations in connection with the handling, labeling and transportation of certain hazardous materials shipments from the Company’s Miami facilities to consignees located in South America. Airgas is seeking to resolve with the U.S. Attorney’s Office the matters raised by the investigation, but the Company cannot predict the outcome of such investigation, which could include the imposition of criminal fines, penalties or other sanctions. Airgas does not expect that the investigation or the consequences thereof will be material to the Company or its financial condition, or will affect the ongoing operation of its business in any material respect or the timing or consummation of the pending merger with Air Liquide. In addition, the Company is involved in various other 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. Merger Agreement In accordance with the terms of the Merger Agreement, the Company could be required to pay a termination fee of $400 million contingent upon certain circumstances and rights. Additionally, as described in Note 2, the Company has incurred $21.4 million of merger-related costs during the three months ended December 31, 2015 , primarily consisting of legal, advisory and other professional fees in connection with the Merger . The Company expects to incur additional costs in the future related to the Merger. |
Summary by Business Segment
Summary by Business Segment | 9 Months Ended |
Dec. 31, 2015 | |
Segment Reporting, Measurement Disclosures [Abstract] | |
Summary by Business Segment [Text Block] | 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, 2015 and 2014 . Although corporate operating expenses are generally allocated to each business segment based on sales dollars, the Company reported expenses related to the Air Liquide merger under selling, distribution and administrative expenses in the “Eliminations and Other” column. Three Months Ended Three Months Ended December 31, 2015 December 31, 2014 (In thousands) Distribution All Other Ops. Eliminations Total Distribution All Other Ops. Eliminations Total Gas and rent $ 707,707 $ 151,380 $ (11,040 ) $ 848,047 $ 711,030 $ 139,226 $ (7,698 ) $ 842,558 Hardgoods 446,431 937 (1 ) 447,367 488,315 950 (3 ) 489,262 Net sales (a) 1,154,138 152,317 (11,041 ) 1,295,414 1,199,345 140,176 (7,701 ) 1,331,820 Cost of products sold (excluding depreciation) (a) 495,806 68,817 (11,041 ) 553,582 521,782 74,852 (7,701 ) 588,933 Selling, distribution and administrative expenses 449,989 56,154 — 506,143 449,616 46,793 — 496,409 Merger costs — — 21,393 21,393 — — — — Depreciation 72,398 7,542 — 79,940 69,134 6,422 — 75,556 Amortization 7,441 1,328 — 8,769 6,914 1,122 — 8,036 Total costs and expenses 1,025,634 133,841 10,352 1,169,827 1,047,446 129,189 (7,701 ) 1,168,934 Operating income $ 128,504 $ 18,476 $ (21,393 ) $ 125,587 $ 151,899 $ 10,987 $ — $ 162,886 Nine Months Ended Nine Months Ended December 31, 2015 December 31, 2014 (In thousands) Distribution All Other Ops. Eliminations Total Distribution All Other Ops. Eliminations Total Gas and rent $ 2,160,201 $ 482,494 $ (30,425 ) $ 2,612,270 $ 2,126,338 $ 423,139 $ (22,813 ) $ 2,526,664 Hardgoods 1,404,113 3,320 (10 ) 1,407,423 1,473,629 2,875 (6 ) 1,476,498 Net sales (a) 3,564,314 485,814 (30,435 ) 4,019,693 3,599,967 426,014 (22,819 ) 4,003,162 Cost of products sold (excluding depreciation) (a) 1,547,624 234,732 (30,435 ) 1,751,921 1,574,582 221,110 (22,819 ) 1,772,873 Selling, distribution and administrative expenses 1,373,957 161,341 — 1,535,298 1,351,722 139,775 — 1,491,497 Merger costs — — 21,393 21,393 — — — — Depreciation 215,343 21,923 — 237,266 202,545 18,806 — 221,351 Amortization 22,033 3,472 — 25,505 20,519 3,174 — 23,693 Total costs and expenses 3,158,957 421,468 (9,042 ) 3,571,383 3,149,368 382,865 (22,819 ) 3,509,414 Operating income $ 405,357 $ 64,346 $ (21,393 ) $ 448,310 $ 450,599 $ 43,149 $ — $ 493,748 ____________________ (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. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Dec. 31, 2015 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information [Text Block] | 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) 2015 2014 Interest $ 43,811 $ 47,623 Income taxes, net of refunds 154,150 176,298 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) 2015 2014 Fair value of assets acquired $ 119,488 $ 59,938 Net cash paid for acquisitions (a) (100,656 ) (45,165 ) Stock issued for acquisition (b) — (4,458 ) Liabilities assumed $ 18,832 $ 10,315 ____________________ (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 prior year acquisition. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | SUBSEQUENT EVENTS On January 26, 2016 , the Company announced that its Board of Directors declared a regular quarterly cash dividend of $0.60 per share. The dividend is payable on March 31, 2016 to stockholders of record as of March 15, 2016 . |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Summary of the Consideration Transferred and the Fair Values of the Assets Acquired and Liabilities Assumed [Table Text Block] | The following table summarizes the consideration transferred and the estimated fair values of the assets acquired and liabilities assumed for fiscal 2016 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) $ 56,642 $ 44,014 $ 100,656 Recognized amounts of identifiable assets acquired and liabilities assumed Current assets, net $ 8,231 $ 2,228 $ 10,459 Plant and equipment 11,621 13,246 24,867 Other intangible assets 23,777 12,769 36,546 Current liabilities (6,732 ) (4,247 ) (10,979 ) Non-current liabilities (3,856 ) (3,997 ) (7,853 ) Total identifiable net assets 33,041 19,999 53,040 Goodwill 23,601 24,015 47,616 $ 56,642 $ 44,014 $ 100,656 ____________________ (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. |
Business Acquisition, Pro Forma Information [Table Text Block] | The following table provides unaudited pro forma results of operations for the nine months ended December 31, 2015 and 2014 , as if fiscal 2016 acquisitions had occurred on April 1, 2014. The pro forma results were prepared from financial information obtained from the sellers of the businesses and as part of 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, 2014 or of results that may occur in the future. Nine Months Ended December 31, (In thousands, except per share amounts) 2015 2014 Net sales $ 4,040,816 $ 4,064,999 Net earnings 260,987 284,046 Diluted earnings per share $ 3.50 $ 3.75 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Inventory, Net [Abstract] | |
Inventories, Net [Table Text Block] | Inventories, net, consist of: (In thousands) December 31, 2015 March 31, 2015 Hardgoods $ 318,432 $ 311,453 Gases 166,798 162,617 $ 485,230 $ 474,070 |
Goodwill And Other Intangible25
Goodwill And Other Intangible Assets (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes In Goodwill by Business Segment [Table Text Block] | Changes in the carrying amount of goodwill by business segment for the nine months ended December 31, 2015 were as follows: (In thousands) Distribution Business Segment All Other Operations Business Segment Total Balance at March 31, 2015 $ 1,116,569 $ 197,075 $ 1,313,644 Acquisitions (a) 23,601 24,015 47,616 Other adjustments, including foreign currency translation 1,436 (86 ) 1,350 Balance at December 31, 2015 $ 1,141,606 $ 221,004 $ 1,362,610 ____________________ (a) Includes acquisitions completed during the current year and adjustments made to prior year acquisitions. |
Schedule of Finite-Lived Intangible Assets Acquired by Major Asset Class [Table Text Block] | Other intangible assets by major class are as follows: December 31, 2015 March 31, 2015 (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 $ 371,533 $ (135,775 ) $ 235,758 17 $ 345,805 $ (120,321 ) $ 225,484 Non-competition agreements 6 48,702 (28,362 ) 20,340 6 43,204 (24,335 ) 18,869 Other 200 (47 ) 153 200 (34 ) 166 $ 420,435 $ (164,184 ) $ 256,251 $ 389,209 $ (144,690 ) $ 244,519 |
Accrued Expenses and Other Cu26
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities [Table Text Block] | Accrued expenses and other current liabilities include: (In thousands) December 31, 2015 March 31, 2015 Accrued payroll and employee benefits $ 88,893 $ 98,547 Business insurance reserves (a) 50,360 49,934 Taxes other than income taxes 18,654 22,863 Cash overdraft 79,636 71,537 Deferred rental revenue 32,156 34,538 Accrued interest 15,704 12,860 Other accrued expenses and current liabilities 84,384 56,600 $ 369,787 $ 346,879 ____________________ (a) With respect to the business insurance reserves above, the Company had corresponding insurance receivables of $11.0 million at December 31, 2015 and $11.6 million at March 31, 2015 , 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. |
Indebtedness (Tables)
Indebtedness (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Debt Instruments [Abstract] | |
Schedule Of Debt [Table Text Block] | Total debt consists of: (In thousands) December 31, 2015 March 31, 2015 Short-term Money market loans $ — $ — Commercial paper 498,551 325,871 Short-term debt $ 498,551 $ 325,871 Long-term Trade receivables securitization $ 330,000 $ 295,000 Revolving credit borrowings - U.S. — — Revolving credit borrowings - Multi-currency 69,232 48,332 Revolving credit borrowings - France 5,808 6,277 Senior notes, net 1,798,166 1,648,608 Other long-term debt 369 555 Total long-term debt 2,203,575 1,998,772 Less current portion of long-term debt (250,125 ) (250,110 ) Long-term debt, excluding current portion $ 1,953,450 $ 1,748,662 Total debt $ 2,702,126 $ 2,324,643 |
Schedule of Maturities of Long-term Debt [Table Text Block] | The aggregate maturities of long-term debt at December 31, 2015 are as follows: (In thousands) Debt Maturities (a) Remainder of fiscal 2016 $ 38 March 31, 2017 250,221 March 31, 2018 325,105 March 31, 2019 330,004 March 31, 2020 350,040 Thereafter 950,000 $ 2,205,408 ____________________ (a) Outstanding borrowings under the Securitization Agreement at December 31, 2015 are reflected as maturing at the agreement’s expiration in December 2018. Outstanding borrowings under the Credit Facility at December 31, 2015 are reflected as maturing at the agreement’s expiration in November 2019. 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 $1.8 million at December 31, 2015 . |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis [Table Text Block] | Assets and liabilities measured at fair value on a recurring basis at December 31, 2015 and March 31, 2015 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, 2015 Assets: Deferred compensation plan assets $ 17,097 $ 17,097 $ — $ — Liabilities: Deferred compensation plan liabilities $ 17,097 $ 17,097 $ — $ — Balance at Quoted Prices in Active Markets Level 1 Significant Other Observable Inputs Level 2 Significant Unobservable Inputs Level 3 (In thousands) March 31, 2015 Assets: Deferred compensation plan assets $ 16,288 $ 16,288 $ — $ — Liabilities: Deferred compensation plan liabilities $ 16,288 $ 16,288 $ — $ — |
Fair Value of Debt [Table Text Block] | 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 8). Carrying Value at Fair Value at Carrying Value at Fair Value at (In thousands) December 31, 2015 December 31, 2015 March 31, 2015 March 31, 2015 3.25% senior notes due 2015 $ — $ — $ 249,962 $ 252,520 2.95% senior notes due 2016 249,971 251,360 249,918 254,953 1.65% senior notes due 2018 324,769 322,468 324,688 323,921 2.375% senior notes due 2020 274,823 271,906 274,791 274,821 3.05% senior notes due 2020 399,290 403,500 — — 2.90% senior notes due 2022 249,808 242,433 249,787 249,028 3.65% senior notes due 2024 299,505 297,450 299,462 310,500 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stockholders' Equity [Table Text Block] | 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, 2015 87,554 (12,197 ) Common stock issuance (a) 170 Reissuance of treasury stock for stock option exercises 514 Purchase of treasury stock (b) (3,764 ) Balance at December 31, 2015 87,724 (15,447 ) (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, 2015 $ 876 $ 853,800 $ 2,231,026 $ (14,853 ) $ (919,263 ) $ 2,151,586 Net earnings 260,133 260,133 Other comprehensive income (loss), net of tax (5,710 ) (5,710 ) Common stock issuances and reissuances of treasury stock - employee benefit plans (c) 1 14,292 (10,364 ) 40,691 44,620 Purchase of treasury stock (b) (374,706 ) (374,706 ) Excess tax benefit from stock option exercises 7,085 7,085 Dividends paid on common stock ($1.80 per share) (131,841 ) (131,841 ) Stock-based compensation (d) 24,303 24,303 Balance at December 31, 2015 $ 877 $ 899,480 $ 2,348,954 $ (20,563 ) $ (1,253,278 ) $ 1,975,470 ___________________ (a) Issuance of common stock for purchases through the Amended and Restated 2003 Employee Stock Purchase Plan (“Employee Stock Purchase Plan” or “ESPP”). (b) Refer to “Stock Repurchase Program” section below for details. (c) Issuance of common stock for purchases through the Employee Stock Purchase Plan and reissuance of treasury stock for stock option exercises. (d) The Company recognized compensation expense with a corresponding amount recorded to capital in excess of par value. |
Gross and Net Changes in the Balances within Each Component of AOCI [Table Text Block] | 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, 2015 : (In thousands) Foreign Currency Translation Adjustments Treasury Rate Lock Agreement Total Accumulated Other Comprehensive Income (Loss) Balance at March 31, 2015 $ (14,690 ) $ (163 ) $ (14,853 ) Other comprehensive income (loss) before reclassifications (5,873 ) — (5,873 ) Amounts reclassified from AOCI (e) — 259 259 Tax effect of other comprehensive income items — (96 ) (96 ) Other comprehensive income (loss), net of tax (5,873 ) 163 (5,710 ) Balance at December 31, 2015 $ (20,563 ) $ — $ (20,563 ) ___________________ (e) 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 was being reclassified into earnings (interest expense) over the term of the 2015 Notes until their redemption in September 2015. 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, 2015 and 2014 . |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract] | |
Stock-Based Compensation Expense Recognized [Table Text Block] | The following table summarizes stock-based compensation expense recognized by the Company for the three and nine months ended December 31, 2015 and 2014 : Three Months Ended Nine Months Ended December 31, December 31, (In thousands) 2015 2014 2015 2014 Stock-based compensation expense related to: Equity Incentive Plan (a) $ 3,525 $ 3,718 $ 21,010 $ 22,452 Employee Stock Purchase Plan - options to purchase stock 1,206 1,067 3,293 3,166 4,731 4,785 24,303 25,618 Tax benefit (1,454 ) (1,588 ) (8,404 ) (9,138 ) Stock-based compensation expense, net of tax $ 3,277 $ 3,197 $ 15,899 $ 16,480 ___________________ (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 th 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. |
Summary of Stock Option Activity [Table Text Block] | The following table summarizes the stock option activity during the nine months ended December 31, 2015 : (In thousands, except per share amounts) Number of Stock Options Weighted-Average Exercise Price Outstanding at March 31, 2015 4,974 $ 79.76 Granted 1,020 $ 103.57 Exercised (534 ) $ 60.52 Forfeited (89 ) $ 101.77 Outstanding at December 31, 2015 5,371 $ 85.83 Vested or expected to vest at December 31, 2015 5,351 $ 85.77 Exercisable at December 31, 2015 3,211 $ 74.43 |
ESPP - Purchase Option Activity [Table Text Block] | The following table summarizes the activity of the ESPP during the nine months ended December 31, 2015 : (In thousands, except per share amounts) Number of Purchase Options Weighted-Average Exercise Price Outstanding at March 31, 2015 54 $ 86.47 Granted 187 $ 78.93 Exercised (170 ) $ 83.97 Outstanding at December 31, 2015 71 $ 72.60 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Computation Of Basic And Diluted Weighted Average Common Shares Outstanding [Table Text Block] | The following table presents the computation of basic and diluted weighted average common shares outstanding for the three and nine months ended December 31, 2015 and 2014 : Three Months Ended Nine Months Ended December 31, December 31, (In thousands) 2015 2014 2015 2014 Weighted average common shares outstanding: Basic shares outstanding 72,127 74,767 73,732 74,534 Incremental shares from assumed exercises of stock options and options under the ESPP 985 1,187 871 1,187 Diluted shares outstanding 73,112 75,954 74,603 75,721 |
Summary by Business Segment (Ta
Summary by Business Segment (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Segment Reporting, Measurement Disclosures [Abstract] | |
Financial Information by Segment [Table Text Block] | 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, 2015 and 2014 . Although corporate operating expenses are generally allocated to each business segment based on sales dollars, the Company reported expenses related to the Air Liquide merger under selling, distribution and administrative expenses in the “Eliminations and Other” column. Three Months Ended Three Months Ended December 31, 2015 December 31, 2014 (In thousands) Distribution All Other Ops. Eliminations Total Distribution All Other Ops. Eliminations Total Gas and rent $ 707,707 $ 151,380 $ (11,040 ) $ 848,047 $ 711,030 $ 139,226 $ (7,698 ) $ 842,558 Hardgoods 446,431 937 (1 ) 447,367 488,315 950 (3 ) 489,262 Net sales (a) 1,154,138 152,317 (11,041 ) 1,295,414 1,199,345 140,176 (7,701 ) 1,331,820 Cost of products sold (excluding depreciation) (a) 495,806 68,817 (11,041 ) 553,582 521,782 74,852 (7,701 ) 588,933 Selling, distribution and administrative expenses 449,989 56,154 — 506,143 449,616 46,793 — 496,409 Merger costs — — 21,393 21,393 — — — — Depreciation 72,398 7,542 — 79,940 69,134 6,422 — 75,556 Amortization 7,441 1,328 — 8,769 6,914 1,122 — 8,036 Total costs and expenses 1,025,634 133,841 10,352 1,169,827 1,047,446 129,189 (7,701 ) 1,168,934 Operating income $ 128,504 $ 18,476 $ (21,393 ) $ 125,587 $ 151,899 $ 10,987 $ — $ 162,886 Nine Months Ended Nine Months Ended December 31, 2015 December 31, 2014 (In thousands) Distribution All Other Ops. Eliminations Total Distribution All Other Ops. Eliminations Total Gas and rent $ 2,160,201 $ 482,494 $ (30,425 ) $ 2,612,270 $ 2,126,338 $ 423,139 $ (22,813 ) $ 2,526,664 Hardgoods 1,404,113 3,320 (10 ) 1,407,423 1,473,629 2,875 (6 ) 1,476,498 Net sales (a) 3,564,314 485,814 (30,435 ) 4,019,693 3,599,967 426,014 (22,819 ) 4,003,162 Cost of products sold (excluding depreciation) (a) 1,547,624 234,732 (30,435 ) 1,751,921 1,574,582 221,110 (22,819 ) 1,772,873 Selling, distribution and administrative expenses 1,373,957 161,341 — 1,535,298 1,351,722 139,775 — 1,491,497 Merger costs — — 21,393 21,393 — — — — Depreciation 215,343 21,923 — 237,266 202,545 18,806 — 221,351 Amortization 22,033 3,472 — 25,505 20,519 3,174 — 23,693 Total costs and expenses 3,158,957 421,468 (9,042 ) 3,571,383 3,149,368 382,865 (22,819 ) 3,509,414 Operating income $ 405,357 $ 64,346 $ (21,393 ) $ 448,310 $ 450,599 $ 43,149 $ — $ 493,748 ____________________ (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. |
Supplemental Cash Flow Inform33
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Supplemental Cash Flow Information [Abstract] | |
Cash Paid For Interest And Income Taxes [Table Text Block] | Cash paid for interest and income taxes was as follows: Nine Months Ended December 31, (In thousands) 2015 2014 Interest $ 43,811 $ 47,623 Income taxes, net of refunds 154,150 176,298 |
Schedule of Noncash or Part Noncash Acquisitions [Table Text Block] | Liabilities assumed and stock issued as a result of acquisitions were as follows: Nine Months Ended December 31, (In thousands) 2015 2014 Fair value of assets acquired $ 119,488 $ 59,938 Net cash paid for acquisitions (a) (100,656 ) (45,165 ) Stock issued for acquisition (b) — (4,458 ) Liabilities assumed $ 18,832 $ 10,315 ____________________ (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 prior year acquisition. |
Merger Agreement (Details)
Merger Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | |
Business Combinations [Abstract] | |||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||
Cash payment per share to Airgas stockholders | $ 143 | $ 143 | |||
Merger costs | $ 21,393 | $ 0 | $ 21,393 | $ 0 |
Acquisitions (Acquisitions Narr
Acquisitions (Acquisitions Narrative) (Details) $ in Thousands | 9 Months Ended | |||
Dec. 31, 2015USD ($)businesses_acquired | Dec. 31, 2014USD ($)businesses_acquired | |||
Business Acquisition [Line Items] | ||||
Goodwill, acquired during period | [1] | $ 47,616 | ||
Net cash paid for acquisitions | $ 100,329 | $ 45,165 | ||
Series of Individually Immaterial Business Acquisitions [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of businesses acquired | businesses_acquired | 17 | 13 | ||
Historical annual sales of acquired businesses | $ 84,000 | $ 48,000 | ||
Business acquisition, transaction costs | 2,200 | 1,400 | ||
Business combination, pro forma information, revenue of acquiree since acquisition date, actual | 32,000 | 19,000 | ||
Fair value of trade receivables acquired | 6,000 | |||
Gross contractual amounts of acquired receivables | 6,800 | |||
Goodwill, acquired during period | 47,400 | |||
Goodwill deductible for income tax purposes | 43,200 | |||
Fair value of total consideration transferred | 49,000 | |||
Net cash paid for acquisitions | 100,656 | [2] | 45,000 | |
Stock issued for acquisition | $ 4,000 | |||
Series of Individually Immaterial Business Acquisitions [Member] | Customer relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Other intangible assets acquired | 29,000 | |||
Series of Individually Immaterial Business Acquisitions [Member] | Non-competition agreements [Member] | ||||
Business Acquisition [Line Items] | ||||
Other intangible assets acquired | $ 7,500 | |||
[1] | Includes acquisitions completed during the current year and adjustments made to prior year acquisitions. | |||
[2] | 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. |
Acquisitions (Summary of the Co
Acquisitions (Summary of the Consideration Transferred and the Fair Values of the Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Thousands | 9 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | |||
Consideration | |||||
Net cash paid for acquisitions | $ 100,329 | $ 45,165 | |||
Recognized amounts of identifiable assets acquired and liabilities assumed | |||||
Goodwill | 1,362,610 | $ 1,313,644 | |||
Series of Individually Immaterial Business Acquisitions [Member] | |||||
Consideration | |||||
Net cash paid for acquisitions | 100,656 | [1] | $ 45,000 | ||
Recognized amounts of identifiable assets acquired and liabilities assumed | |||||
Current assets, net | 10,459 | ||||
Plant and equipment | 24,867 | ||||
Other intangible assets | 36,546 | ||||
Current liabilities | (10,979) | ||||
Non-current liabilities | (7,853) | ||||
Total identifiable net assets | 53,040 | ||||
Goodwill | 47,616 | ||||
Recognized amounts of identifiable assets acquired, goodwill, and liabilities assumed, net | 100,656 | ||||
Distribution Business Segment [Member] | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed | |||||
Goodwill | 1,141,606 | 1,116,569 | |||
Distribution Business Segment [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||||
Consideration | |||||
Net cash paid for acquisitions | [1] | 56,642 | |||
Recognized amounts of identifiable assets acquired and liabilities assumed | |||||
Current assets, net | 8,231 | ||||
Plant and equipment | 11,621 | ||||
Other intangible assets | 23,777 | ||||
Current liabilities | (6,732) | ||||
Non-current liabilities | (3,856) | ||||
Total identifiable net assets | 33,041 | ||||
Goodwill | 23,601 | ||||
Recognized amounts of identifiable assets acquired, goodwill, and liabilities assumed, net | 56,642 | ||||
All Other Operations Business Segment [Member] | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed | |||||
Goodwill | 221,004 | $ 197,075 | |||
All Other Operations Business Segment [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||||
Consideration | |||||
Net cash paid for acquisitions | [1] | 44,014 | |||
Recognized amounts of identifiable assets acquired and liabilities assumed | |||||
Current assets, net | 2,228 | ||||
Plant and equipment | 13,246 | ||||
Other intangible assets | 12,769 | ||||
Current liabilities | (4,247) | ||||
Non-current liabilities | (3,997) | ||||
Total identifiable net assets | 19,999 | ||||
Goodwill | 24,015 | ||||
Recognized amounts of identifiable assets acquired, goodwill, and liabilities assumed, net | $ 44,014 | ||||
[1] | 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. |
Acquisitions (Pro Forma Operati
Acquisitions (Pro Forma Operating Results) (Details) - Series of Individually Immaterial Business Acquisitions [Member] - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||
Net Sales | $ 4,040,816 | $ 4,064,999 |
Net Earnings | $ 260,987 | $ 284,046 |
Diluted earnings per share | $ 3.50 | $ 3.75 |
Inventories, Net (Details)
Inventories, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 |
Inventory [Line Items] | ||
Inventories, net | $ 485,230 | $ 474,070 |
Hardgoods [Member] | ||
Inventory [Line Items] | ||
Inventories, net | 318,432 | 311,453 |
Gases [Member] | ||
Inventory [Line Items] | ||
Inventories, net | $ 166,798 | $ 162,617 |
Goodwill And Other Intangible39
Goodwill And Other Intangible Assets (Changes In Goodwill) (Details) $ in Thousands | 9 Months Ended | |
Dec. 31, 2015USD ($) | ||
Goodwill [Roll Forward] | ||
Balance at March 31, 2015 | $ 1,313,644 | |
Acquisitions | 47,616 | [1] |
Other adjustments, including foreign currency translation | 1,350 | |
Balance at December 31, 2015 | 1,362,610 | |
Distribution Business Segment [Member] | ||
Goodwill [Roll Forward] | ||
Balance at March 31, 2015 | 1,116,569 | |
Acquisitions | 23,601 | [1] |
Other adjustments, including foreign currency translation | 1,436 | |
Balance at December 31, 2015 | 1,141,606 | |
All Other Operations Business Segment [Member] | ||
Goodwill [Roll Forward] | ||
Balance at March 31, 2015 | 197,075 | |
Acquisitions | 24,015 | [1] |
Other adjustments, including foreign currency translation | (86) | |
Balance at December 31, 2015 | $ 221,004 | |
[1] | Includes acquisitions completed during the current year and adjustments made to prior year acquisitions. |
Goodwill and Other Intangible40
Goodwill and Other Intangible Assets (Annual Test for Goodwill Impairment) (Details) | Oct. 31, 2015reporting_units |
Distribution Business Segment [Member] | |
Goodwill [Line Items] | |
Number of reporting units | 21 |
All Other Operations Business Segment [Member] | |
Goodwill [Line Items] | |
Number of reporting units | 6 |
Goodwill And Other Intangible41
Goodwill And Other Intangible Assets (Other Intangible Assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | |
Other intangible assets by major class | |||||
Gross carrying amount | $ 420,435 | $ 420,435 | $ 389,209 | ||
Accumulated amortization | (164,184) | (164,184) | (144,690) | ||
Net carrying amount | 256,251 | 256,251 | 244,519 | ||
Amortization | 8,769 | $ 8,036 | 25,505 | $ 23,693 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||||
Estimated future amortization expense in remainder of 2016 | 8,300 | 8,300 | |||
Estimated future amortization expense in 2017 | 31,700 | 31,700 | |||
Estimated future amortization expense in 2018 | 29,500 | 29,500 | |||
Estimated future amortization expense in 2019 | 27,400 | 27,400 | |||
Estimated future amortization expense in 2020 | 25,800 | 25,800 | |||
Estimated future amortization expense thereafter | 133,500 | 133,500 | |||
Customer relationships [Member] | |||||
Other intangible assets by major class | |||||
Gross carrying amount | 371,533 | 371,533 | 345,805 | ||
Accumulated amortization | (135,775) | (135,775) | (120,321) | ||
Net carrying amount | 235,758 | 235,758 | 225,484 | ||
Non-competition agreements [Member] | |||||
Other intangible assets by major class | |||||
Gross carrying amount | 48,702 | 48,702 | 43,204 | ||
Accumulated amortization | (28,362) | (28,362) | (24,335) | ||
Net carrying amount | 20,340 | 20,340 | 18,869 | ||
Other intangible assets [Member] | |||||
Other intangible assets by major class | |||||
Gross carrying amount | 200 | 200 | 200 | ||
Accumulated amortization | (47) | (47) | (34) | ||
Net carrying amount | $ 153 | 153 | $ 166 | ||
Customer relationships, non-competition agreements and other [Member] | |||||
Other intangible assets by major class | |||||
Amortization | $ 24,300 | $ 22,600 | |||
Weighted Average [Member] | Customer relationships [Member] | |||||
Other intangible assets by major class | |||||
Other intangible assets, remaining amortization period | 17 years | 17 years | |||
Weighted Average [Member] | Non-competition agreements [Member] | |||||
Other intangible assets by major class | |||||
Other intangible assets, remaining amortization period | 6 years | 6 years |
Accrued Expenses and Other Cu42
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 | |
Accrued Liabilities and Other Liabilities [Abstract] | |||
Accrued payroll and employee benefits | $ 88,893 | $ 98,547 | |
Business insurance reserves | [1] | 50,360 | 49,934 |
Taxes other than income taxes | 18,654 | 22,863 | |
Cash overdraft | 79,636 | 71,537 | |
Deferred rental revenue | 32,156 | 34,538 | |
Accrued interest | 15,704 | 12,860 | |
Other accrued expenses and current liabilities | 84,384 | 56,600 | |
Accrued expenses and other current liabilities | 369,787 | 346,879 | |
Insurance receivables | $ 11,000 | $ 11,600 | |
[1] | With respect to the business insurance reserves above, the Company had corresponding insurance receivables of $11.0 million at December 31, 2015 and $11.6 million at March 31, 2015, which are included within the “Prepaid expenses and other current assets” line item on the Company’s consolidated balance sheets. The insurance receivables represent the balance of probable claim losses in excess of the Company’s deductible for which the Company is fully insured. |
Indebtedness (Schedule of Debt)
Indebtedness (Schedule of Debt) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 |
Debt Instrument [Line Items] | ||
Short-term debt | $ 498,551 | $ 325,871 |
Long-term debt | 2,203,575 | 1,998,772 |
Less current portion of long-term debt | (250,125) | (250,110) |
Long-term debt, excluding current portion | 1,953,450 | 1,748,662 |
Total debt | 2,702,126 | 2,324,643 |
Money market loans [Member] | ||
Debt Instrument [Line Items] | ||
Short-term debt | 0 | 0 |
Commercial paper [Member] | ||
Debt Instrument [Line Items] | ||
Short-term debt | 498,551 | 325,871 |
Trade receivables securitization [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 330,000 | 295,000 |
Revolving credit borrowings - U.S. [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 0 |
Revolving credit borrowings - Multi-currency [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 69,232 | 48,332 |
Revolving credit borrowings - France [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 5,808 | 6,277 |
Senior notes, net [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,798,166 | 1,648,608 |
Other long-term debt [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 369 | $ 555 |
Indebtedness (Money Market Loan
Indebtedness (Money Market Loans Narrative) (Details) - USD ($) | 9 Months Ended | |
Dec. 31, 2015 | Mar. 31, 2015 | |
Debt Instrument [Line Items] | ||
Short-term debt | $ 498,551,000 | $ 325,871,000 |
Money market loans [Member] | ||
Debt Instrument [Line Items] | ||
Short-term debt | 0 | $ 0 |
Money market loans [Member] | Agreement expiring in December 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Short-term debt | 0 | |
Short-term debt, maximum borrowing amount | $ 35,000,000 | |
Short-term debt, terms | advances may be for one to six months with rates at a fixed spread over the corresponding London Interbank Offering Rate (“LIBOR”) | |
Money market loans [Member] | Agreement expiring in July 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Short-term debt | $ 0 | |
Short-term debt, maximum borrowing amount | $ 35,000,000 | |
Short-term debt, terms | 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 | |
Maximum [Member] | Money market loans [Member] | Agreement expiring in December 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Short term debt maturity period | 6 months | |
Maximum [Member] | Money market loans [Member] | Agreement expiring in July 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Short term debt maturity period | 7 days | |
Minimum [Member] | Money market loans [Member] | Agreement expiring in December 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Short term debt maturity period | 1 month |
Indebtedness (Trade Receivables
Indebtedness (Trade Receivables Securitization Narrative) (Details) - Trade receivables securitization [Member] | Dec. 31, 2015USD ($)banks | Jul. 24, 2015USD ($)banks |
Debt Instrument [Line Items] | ||
Trade receivables securitization, maximum borrowing amount | $ | $ 330,000,000 | $ 295,000,000 |
Number of commercial banks participating in trade receivables securitization agreement | banks | 4 | 3 |
Indebtedness (Senior Credit Fac
Indebtedness (Senior Credit Facility Narrative) (Details) | Dec. 31, 2015USD ($) |
Revolving credit facility [Member] | |
Senior Credit Facility [Line Items] | |
Line of credit facility, maximum borrowing capacity | $ 1,000,000,000 |
Line of credit facility, outstanding borrowings | 69,000,000 |
Letters of credit outstanding, amount | 51,000,000 |
Line of credit facility, remaining borrowing capacity | 381,000,000 |
Revolving credit borrowings - U.S. [Member] | |
Senior Credit Facility [Line Items] | |
Line of credit facility, outstanding borrowings | 0 |
Revolving credit borrowings - Multi-currency [Member] | |
Senior Credit Facility [Line Items] | |
Line of credit facility, outstanding borrowings | $ 69,000,000 |
Indebtedness (Senior Notes Narr
Indebtedness (Senior Notes Narrative) (Details) - Senior notes, net [Member] - USD ($) | Sep. 14, 2015 | Aug. 11, 2015 | Dec. 31, 2015 |
3.05% senior notes due August 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 400,000,000 | ||
Debt instrument, interest rate, stated percentage | 3.05% | ||
Debt instrument, interest rate, effective percentage | 3.092% | ||
Debt instrument, interest payment dates | February 1 and August 1 | ||
Debt instrument, redemption, description | The Company has the option to redeem the 2020 Notes prior to their maturity, in whole or in part, either at 100% of the principal amount of the notes plus any accrued but unpaid interest or at the applicable make-whole premium | ||
Debt instrument, redemption price, percentage | 100.00% | ||
2.95% senior notes due June 2016 [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 250,000,000 | ||
Debt instrument, interest rate, stated percentage | 2.95% | ||
3.25% senior notes due October 2015 [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 250,000,000 | ||
Debt instrument, interest rate, stated percentage | 3.25% | ||
Debt instrument, redemption price, percentage of principal redeemed | 100.00% |
Indebtedness (Schedule of Long-
Indebtedness (Schedule of Long-Term Debt Maturities) (Details) $ in Thousands | Dec. 31, 2015USD ($) | |
Maturities of Long-term Debt [Abstract] | ||
Remainder of fiscal 2016 | $ 38 | [1] |
March 31, 2017 | 250,221 | [1] |
March 31, 2018 | 325,105 | [1] |
March 31, 2019 | 330,004 | [1] |
March 31, 2020 | 350,040 | [1] |
Thereafter | 950,000 | [1] |
Total maturities of long-term debt | 2,205,408 | [1] |
Senior notes, net [Member] | ||
Maturities of Long-term Debt [Abstract] | ||
Unamortized discounts | $ 1,800 | |
[1] | Outstanding borrowings under the Securitization Agreement at December 31, 2015 are reflected as maturing at the agreement’s expiration in December 2018. Outstanding borrowings under the Credit Facility at December 31, 2015 are reflected as maturing at the agreement’s expiration in November 2019. 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 $1.8 million at December 31, 2015. |
Fair Value Measurements (Assets
Fair Value Measurements (Assets and Liabilities Measured at Fair Value on a Recurring Basis) (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 |
Assets, Fair Value Disclosure [Abstract] | ||
Deferred compensation plan assets | $ 17,097 | $ 16,288 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Deferred compensation plan liabilities | 17,097 | 16,288 |
Quoted Prices In Active Markets Level 1 [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Deferred compensation plan assets | 17,097 | 16,288 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Deferred compensation plan liabilities | 17,097 | 16,288 |
Significant Other Observable Inputs Level 2 [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Deferred compensation plan assets | 0 | 0 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Deferred compensation plan liabilities | 0 | 0 |
Significant Unobservable Inputs Level 3 [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Deferred compensation plan assets | 0 | 0 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Deferred compensation plan liabilities | $ 0 | $ 0 |
Fair Value Measurements (Carryi
Fair Value Measurements (Carrying Value and Fair Value of Debt) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, carrying value | $ 2,203,575 | $ 1,998,772 |
3.25% senior notes due October 2015 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, carrying value | 0 | 249,962 |
Long-term debt, fair value | 0 | 252,520 |
2.95% senior notes due June 2016 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, carrying value | 249,971 | 249,918 |
Long-term debt, fair value | 251,360 | 254,953 |
1.65% senior notes due February 2018 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, carrying value | 324,769 | 324,688 |
Long-term debt, fair value | 322,468 | 323,921 |
2.375% senior notes due February 2020 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, carrying value | 274,823 | 274,791 |
Long-term debt, fair value | 271,906 | 274,821 |
3.05% senior notes due August 2020 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, carrying value | 399,290 | 0 |
Long-term debt, fair value | 403,500 | 0 |
2.90% senior notes due November 2022 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, carrying value | 249,808 | 249,787 |
Long-term debt, fair value | 242,433 | 249,028 |
3.65% senior notes due July 2024 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, carrying value | 299,505 | 299,462 |
Long-term debt, fair value | $ 297,450 | $ 310,500 |
Stockholders' Equity (Schedule
Stockholders' Equity (Schedule of Stockholders' Equity) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 7 Months Ended | 9 Months Ended | |||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Common stock, shares issued at March 31, 2015 | 87,554 | |||||||
Common stock issuance | [1] | 170 | ||||||
Common stock, shares issued at December 31, 2015 | 87,724 | 87,724 | 87,724 | |||||
Treasury stock, shares at March 31, 2015 | (12,197) | |||||||
Reissuance of treasury stock for stock option exercises | 514 | |||||||
Purchase of treasury stock | (3,800) | (3,764) | [2] | |||||
Treasury stock, shares at December 31, 2015 | (15,447) | (15,447) | (15,447) | |||||
Stockholders' equity balance at March 31, 2015 | $ 2,151,586 | |||||||
Net earnings | $ 73,864 | $ 93,199 | 260,133 | $ 280,363 | ||||
Other comprehensive income (loss), net of tax | (2,640) | $ (5,611) | (5,710) | $ (8,264) | ||||
Common stock issuances and reissuances of treasury stock - employee benefit plans | [3] | 44,620 | ||||||
Purchase of treasury stock | [2] | (374,706) | ||||||
Excess tax benefit from stock option exercises | 7,085 | |||||||
Dividends paid on common stock ($1.80 per share) | (131,841) | |||||||
Stock-based compensation | [4] | 24,303 | ||||||
Stockholders' equity balance at December 31, 2015 | $ 1,975,470 | $ 1,975,470 | $ 1,975,470 | |||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Dividends paid per common share | $ 1.80 | |||||||
Common Stock [Member] | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stockholders' equity balance at March 31, 2015 | $ 876 | |||||||
Issuance of common stock for purchases through the Employee Stock Purchase Plan | [3] | 1 | ||||||
Stockholders' equity balance at December 31, 2015 | $ 877 | $ 877 | 877 | |||||
Capital In Excess of Par Value [Member] | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stockholders' equity balance at March 31, 2015 | 853,800 | |||||||
Common stock issuances and reissuances of treasury stock - employee benefit plans | [3] | 14,292 | ||||||
Excess tax benefit from stock option exercises | 7,085 | |||||||
Stock-based compensation | [4] | 24,303 | ||||||
Stockholders' equity balance at December 31, 2015 | 899,480 | 899,480 | 899,480 | |||||
Retained Earnings [Member] | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stockholders' equity balance at March 31, 2015 | 2,231,026 | |||||||
Net earnings | 260,133 | |||||||
Reissuance of treasury stock for stock option exercises at lower than repurchase price | [3] | (10,364) | ||||||
Dividends paid on common stock ($1.80 per share) | (131,841) | |||||||
Stockholders' equity balance at December 31, 2015 | 2,348,954 | 2,348,954 | 2,348,954 | |||||
Accumulated Other Comprehensive Income [Member] | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stockholders' equity balance at March 31, 2015 | (14,853) | |||||||
Other comprehensive income (loss), net of tax | (5,710) | |||||||
Stockholders' equity balance at December 31, 2015 | (20,563) | (20,563) | (20,563) | |||||
Treasury Stock [Member] | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stockholders' equity balance at March 31, 2015 | (919,263) | |||||||
Reissuance of treasury stock for stock option exercises | [3] | 40,691 | ||||||
Purchase of treasury stock | [2] | (374,706) | ||||||
Stockholders' equity balance at December 31, 2015 | $ (1,253,278) | $ (1,253,278) | $ (1,253,278) | |||||
[1] | Issuance of common stock for purchases through the Amended and Restated 2003 Employee Stock Purchase Plan (“Employee Stock Purchase Plan” or “ESPP”). | |||||||
[2] | Refer to “Stock Repurchase Program” section below for details. | |||||||
[3] | Issuance of common stock for purchases through the Employee Stock Purchase Plan and reissuance of treasury stock for stock option exercises. | |||||||
[4] | The Company recognized compensation expense with a corresponding amount recorded to capital in excess of par value. |
Stockholders' Equity (Changes i
Stockholders' Equity (Changes in Accumulated Other Comprehensive Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Changes in Accumulated Other Comprehensive Income [Roll Forward] | |||||
Stockholders' equity balance at March 31, 2015 | $ 2,151,586 | ||||
Tax effect of other comprehensive income items | $ 0 | $ (48) | (96) | $ (144) | |
Other comprehensive income (loss), net of tax | (2,640) | $ (5,611) | (5,710) | $ (8,264) | |
Stockholders' equity balance at December 31, 2015 | 1,975,470 | 1,975,470 | |||
Accumulated Other Comprehensive Income [Member] | |||||
Changes in Accumulated Other Comprehensive Income [Roll Forward] | |||||
Stockholders' equity balance at March 31, 2015 | (14,853) | ||||
Other comprehensive income (loss) before reclassifications | (5,873) | ||||
Amounts reclassified from AOCI | [1] | 259 | |||
Tax effect of other comprehensive income items | (96) | ||||
Other comprehensive income (loss), net of tax | (5,710) | ||||
Stockholders' equity balance at December 31, 2015 | (20,563) | (20,563) | |||
Foreign Currency Translation Adjustments [Member] | |||||
Changes in Accumulated Other Comprehensive Income [Roll Forward] | |||||
Stockholders' equity balance at March 31, 2015 | (14,690) | ||||
Other comprehensive income (loss) before reclassifications | (5,873) | ||||
Amounts reclassified from AOCI | [1] | 0 | |||
Tax effect of other comprehensive income items | 0 | ||||
Other comprehensive income (loss), net of tax | (5,873) | ||||
Stockholders' equity balance at December 31, 2015 | (20,563) | (20,563) | |||
Treasury Rate Lock Agreement [Member] | |||||
Changes in Accumulated Other Comprehensive Income [Roll Forward] | |||||
Stockholders' equity balance at March 31, 2015 | (163) | ||||
Other comprehensive income (loss) before reclassifications | 0 | ||||
Amounts reclassified from AOCI | [1] | 259 | |||
Tax effect of other comprehensive income items | (96) | ||||
Other comprehensive income (loss), net of tax | 163 | ||||
Stockholders' equity balance at December 31, 2015 | $ 0 | $ 0 | |||
[1] | 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 was being reclassified into earnings (interest expense) over the term of the 2015 Notes until their redemption in September 2015. 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, 2015 and 2014. |
Stockholders' Equity (Stockhold
Stockholders' Equity (Stockholder Rights Plan) (Details) | Dec. 31, 2015 |
Stockholder Rights Plan [Member] | |
Stockholder Rights [Line Items] | |
Beneficial ownership threshold to trigger rights plan | 15.00% |
Amended Stockholder Rights Plan [Member] | |
Stockholder Rights [Line Items] | |
Beneficial ownership threshold to trigger rights plan | 10.00% |
Stockholders' Equity (Stock Rep
Stockholders' Equity (Stock Repurchase Program) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 7 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2015 | May. 28, 2015 | ||
Treasury Stock Transactions, Excluding Value of Shares Reissued [Abstract] | ||||
Stock repurchase program, authorized amount | $ 500 | |||
Purchase of treasury stock | 3,800 | 3,764 | [1] | |
Treasury stock acquired, average cost per share | $ 99.54 | |||
Stock repurchase program, remaining authorized repurchase amount | $ 125 | $ 125 | ||
[1] | Refer to “Stock Repurchase Program” section below for details. |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Cash payment per share to Airgas stockholders | $ 143 | $ 143 | ||||
Stock-based compensation expense | $ 4,731 | $ 4,785 | $ 24,303 | $ 25,618 | ||
Equity Incentive Plan [Member] | Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted-average grant date fair value of stock options granted | $ 19.87 | $ 28.72 | ||||
Shares available for grant | 2.3 | 2.3 | ||||
Unrecognized compensation expense related to non-vested stock options | $ 38,000 | $ 38,000 | ||||
Weighted-average vesting period of non-vested stock options (in years) | 1 year 8 months | |||||
Stock-based compensation expense | [1] | $ 3,525 | 3,718 | $ 21,010 | $ 22,452 | |
Employee Stock Purchase Plan [Member] | Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted-average grant date fair value of stock options granted | $ 17.59 | $ 20.44 | ||||
Shares available for grant | 1 | 1 | ||||
Stock-based compensation expense | $ 1,206 | $ 1,067 | $ 3,293 | $ 3,166 | ||
Employee Stock Purchase Plan [Member] | Stock Option [Member] | Scenario, Forecast [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 0 | |||||
[1] | 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. |
Stock-Based Compensation (Stock
Stock-Based Compensation (Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Stock-based compensation expense related to: | |||||
Stock-based compensation expense | $ 4,731 | $ 4,785 | $ 24,303 | $ 25,618 | |
Tax benefit | (1,454) | (1,588) | (8,404) | (9,138) | |
Stock-based compensation expense, net of tax | 3,277 | 3,197 | 15,899 | 16,480 | |
Equity Incentive Plan [Member] | Stock Option [Member] | |||||
Stock-based compensation expense related to: | |||||
Stock-based compensation expense | [1] | 3,525 | 3,718 | 21,010 | 22,452 |
Employee Stock Purchase Plan [Member] | Stock Option [Member] | |||||
Stock-based compensation expense related to: | |||||
Stock-based compensation expense | $ 1,206 | $ 1,067 | $ 3,293 | $ 3,166 | |
[1] | 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. |
Stock-Based Compensation (Summa
Stock-Based Compensation (Summary of Stock Option Activity) (Details) shares in Thousands | 9 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Exercised | (514) |
Equity Incentive Plan [Member] | Stock Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding at March 31, 2015 | 4,974 |
Granted | 1,020 |
Exercised | (534) |
Forfeited | (89) |
Outstanding at December 31, 2015 | 5,371 |
Vested or expected to vest at December 31, 2015, Number Of Stock Options | 5,351 |
Exercisable at December 31, 2015, Number Of Stock Options | 3,211 |
Outstanding at March 31, 2015, Weighted-Average Exercise Price Per Share | $ / shares | $ 79.76 |
Granted, Weighted-Average Exercise Price Per Share | $ / shares | 103.57 |
Exercised, Weighted-Average Exercise Price Per Share | $ / shares | 60.52 |
Forfeited, Weighted-Average Exercise Price Per Share | $ / shares | 101.77 |
Outstanding at December 31, 2015, Weighted-Average Exercise Price Per Share | $ / shares | 85.83 |
Vested or expected to vest at December 31, 2015, Weighted-Average Exercise Price Per Share | $ / shares | 85.77 |
Exercisable at December 31, 2015, Weighted-Average Exercise Price Per Share | $ / shares | $ 74.43 |
Stock-Based Compensation (ESPP
Stock-Based Compensation (ESPP - Purchase Option Activity) (Details) shares in Thousands | 9 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |
Exercised | (514) |
Employee Stock Purchase Plan [Member] | Stock Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |
Outstanding at March 31, 2015 | 54 |
Granted | 187 |
Exercised | (170) |
Outstanding at December 31, 2015 | 71 |
Outstanding at March 31, 2015, Weighted-Average Exercise Price Per Share | $ / shares | $ 86.47 |
Granted, Weighted-Average Exercise Price Per Share | $ / shares | 78.93 |
Exercised, Weighted-Average Exercise Price Per Share | $ / shares | 83.97 |
Outstanding at December 31, 2015, Weighted-Average Exercise Price Per Share | $ / shares | $ 72.60 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | ||||
Anti-dilutive securities excluded from the computation of diluted earnings per share | 1,700 | 1,800 | 2,100 | 1,800 |
Weighted average basic shares outstanding | 72,127 | 74,767 | 73,732 | 74,534 |
Incremental shares from assumed exercises of stock options and options under the ESPP | 985 | 1,187 | 871 | 1,187 |
Weighted average diluted shares outstanding | 73,112 | 75,954 | 74,603 | 75,721 |
Commitments and Contingencies (
Commitments and Contingencies (Merger Agreement) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Merger termination fee | $ 400,000,000 | $ 400,000,000 | ||
Merger costs | $ 21,393,000 | $ 0 | $ 21,393,000 | $ 0 |
Summary by Business Segment (Fi
Summary by Business Segment (Financial Information by Segment) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Segment Reporting Information [Line Items] | |||||
Net Sales | $ 1,295,414 | $ 1,331,820 | $ 4,019,693 | $ 4,003,162 | |
Cost of products sold (excluding depreciation) | 553,582 | 588,933 | 1,751,921 | 1,772,873 | |
Selling, distribution and administrative expenses | 506,143 | 496,409 | 1,535,298 | 1,491,497 | |
Merger costs | 21,393 | 0 | 21,393 | 0 | |
Depreciation | 79,940 | 75,556 | 237,266 | 221,351 | |
Amortization | 8,769 | 8,036 | 25,505 | 23,693 | |
Total costs and expenses | 1,169,827 | 1,168,934 | 3,571,383 | 3,509,414 | |
Operating Income | 125,587 | 162,886 | 448,310 | 493,748 | |
Gas and Rent [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 848,047 | 842,558 | 2,612,270 | 2,526,664 | |
Hardgoods [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 447,367 | 489,262 | 1,407,423 | 1,476,498 | |
Operating Segments [Member] | Distribution Business Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 1,154,138 | 1,199,345 | 3,564,314 | 3,599,967 | |
Cost of products sold (excluding depreciation) | 495,806 | 521,782 | 1,547,624 | 1,574,582 | |
Selling, distribution and administrative expenses | 449,989 | 449,616 | 1,373,957 | 1,351,722 | |
Merger costs | 0 | 0 | 0 | 0 | |
Depreciation | 72,398 | 69,134 | 215,343 | 202,545 | |
Amortization | 7,441 | 6,914 | 22,033 | 20,519 | |
Total costs and expenses | 1,025,634 | 1,047,446 | 3,158,957 | 3,149,368 | |
Operating Income | 128,504 | 151,899 | 405,357 | 450,599 | |
Operating Segments [Member] | Distribution Business Segment [Member] | Gas and Rent [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 707,707 | 711,030 | 2,160,201 | 2,126,338 | |
Operating Segments [Member] | Distribution Business Segment [Member] | Hardgoods [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 446,431 | 488,315 | 1,404,113 | 1,473,629 | |
Operating Segments [Member] | All Other Operations Business Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 152,317 | 140,176 | 485,814 | 426,014 | |
Cost of products sold (excluding depreciation) | 68,817 | 74,852 | 234,732 | 221,110 | |
Selling, distribution and administrative expenses | 56,154 | 46,793 | 161,341 | 139,775 | |
Merger costs | 0 | 0 | 0 | 0 | |
Depreciation | 7,542 | 6,422 | 21,923 | 18,806 | |
Amortization | 1,328 | 1,122 | 3,472 | 3,174 | |
Total costs and expenses | 133,841 | 129,189 | 421,468 | 382,865 | |
Operating Income | 18,476 | 10,987 | 64,346 | 43,149 | |
Operating Segments [Member] | All Other Operations Business Segment [Member] | Gas and Rent [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 151,380 | 139,226 | 482,494 | 423,139 | |
Operating Segments [Member] | All Other Operations Business Segment [Member] | Hardgoods [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 937 | 950 | 3,320 | 2,875 | |
Eliminations and Other [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | [1] | (11,041) | (7,701) | (30,435) | (22,819) |
Cost of products sold (excluding depreciation) | [1] | (11,041) | (7,701) | (30,435) | (22,819) |
Selling, distribution and administrative expenses | 0 | 0 | 0 | 0 | |
Merger costs | 21,393 | 0 | 21,393 | 0 | |
Depreciation | 0 | 0 | 0 | 0 | |
Amortization | 0 | 0 | 0 | 0 | |
Total costs and expenses | 10,352 | (7,701) | (9,042) | (22,819) | |
Operating Income | (21,393) | 0 | (21,393) | 0 | |
Eliminations and Other [Member] | Gas and Rent [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | (11,040) | (7,698) | (30,425) | (22,813) | |
Eliminations and Other [Member] | Hardgoods [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | $ (1) | $ (3) | $ (10) | $ (6) | |
[1] | 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. |
Supplemental Cash Flow Inform62
Supplemental Cash Flow Information (Cash Paid For Interest And Taxes) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Supplemental Cash Flow Information [Abstract] | ||
Interest | $ 43,811 | $ 47,623 |
Income taxes, net of refunds | $ 154,150 | $ 176,298 |
Supplemental Cash Flow Inform63
Supplemental Cash Flow Information (Noncash Investing and Financing Activities) (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Noncash or Part Noncash Acquisitions [Line Items] | |||
Net cash paid for acquisitions | $ (100,329) | $ (45,165) | |
Series of Individually Immaterial Business Acquisitions [Member] | |||
Noncash or Part Noncash Acquisitions [Line Items] | |||
Fair value of assets acquired | 119,488 | 59,938 | |
Net cash paid for acquisitions | [1] | (100,656) | (45,165) |
Stock issued for acquisition | [2] | 0 | (4,458) |
Liabilities assumed | $ 18,832 | $ 10,315 | |
[1] | 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. | ||
[2] | Represents shares of Airgas, Inc. common stock issued in connection with a single prior year acquisition. |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | Jan. 26, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Subsequent Event [Line Items] | |||||
Dividends Declared per Common Share | $ 0.60 | $ 0.55 | $ 1.80 | $ 1.65 | |
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Dividends Declared per Common Share | $ 0.60 |