RADNOR, Pa.–(BUSINESS WIRE)–Airgas, Inc. (NYSE: ARG), one of the nation’s leading suppliers of industrial, medical, and specialty gases, and related products, today reported earnings per diluted share of $1.01, including $0.18 per diluted share of merger costs for its third quarter ended December 31, 2015. Adjusted diluted EPS* of $1.19, is down 3% compared to prior year diluted EPS of $1.23 and is reflective of the challenging economic conditions.

Third quarter sales of $1.3 billion decreased 3% compared to the prior year. Organic sales were down 4% compared to the prior year, with gas and rent down 1% and hardgoods down 10%. In the Distribution segment, organic sales were down 5% compared to the prior year, with gas and rent down 1% and hardgoods down 10%. In the All Other Operations segment, organic sales were down 1%. Acquisitions contributed sales growth of 1% in the quarter on both a consolidated basis and in the Distribution segment and 10% in the All Other Operations segment.

“Our results continue to reflect the challenging industrial economy with sales to customers in our energy and chemical, and manufacturing and metal fabrication end markets down year over year in the high single digits. However, our diversified customer base, continued strength in non-residential construction, and tight expense management helped to mitigate the impact of the sales declines in those end markets,” said Airgas President and Chief Executive Officer Michael L. Molinini. “The quarterly results demonstrated the resilience of our gas business during difficult economic times. In addition, cash flow remains strong, with year-to-date free cash flow* up 12% over the prior period.”

Selling, distribution, and administrative expenses increased 2% over the prior year, with operating costs associated with acquired businesses accounting for the majority of the increase.

Operating margin for the quarter was 9.7% including the impact of $21 million in merger costs. Adjusted operating margin*, excluding merger costs, was 11.3%, down 90 basis points compared to the prior year. The decrease primarily reflects challenging economic conditions in the Distribution segment which reported a 4% decline in sales, a 3% decline in gross profits, flat selling, distribution, and administrative expenses, as well as a 5% increase in depreciation and amortization expense.

Year-to-date free cash flow* was $243 million, up 12% over the prior year, and adjusted cash from operations* was $545 million, up 1% over the prior year.

During the six months ended September 30, 2015, the company repurchased 3.8 million shares on the open market for $375 million, reflecting an average price of $99.54 per share.

Return on capital* was 11.2% for the 12 months ended December 31, 2015, down 90 basis points compared to the prior year.

From the beginning of its fiscal year, the Company has acquired 17 businesses with aggregate annual sales of approximately $84 million.

“I am proud of the entire Airgas team and the strong history we have of creating shareholder value,” said Airgas Executive Chairman Peter McCausland. “The announced transaction with Air Liquide is very compelling for our shareholders. Air Liquide’s long-term vision and strong heritage in the U.S. make it the right fit for our valued customers, and the combination creates significant opportunities for the talented employees of both companies. Airgas customers and employees will benefit from Air Liquide’s unrivaled global footprint and strength in technology, innovation and operational efficiency, while Airgas is ready to bring the entrepreneurial culture and packaged gas excellence that have driven our success to date. We are excited about the prospects of integrating these two businesses to create the largest industrial gas company in the world. We have been working closely with the Air Liquide team to plan for the successful integration of the two companies and look forward to finalizing the merger when the necessary approvals have been obtained.”

Important Additional Information and Where to Find It

In connection with the proposed acquisition of Airgas, Inc. (“Airgas”) by L’Air Liquide, S.A., Airgas has filed with the U.S. Securities and Exchange Commission (the “SEC”) and mailed or otherwise provided to its stockholders a definitive proxy statement regarding the proposed transaction. BEFORE MAKING ANY VOTING DECISION, AIRGAS STOCKHOLDERS ARE URGED TO CAREFULLY READ THE DEFINITIVE PROXY STATEMENT IN ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the proxy statement and other documents that Airgas files with the SEC (when available) from the SEC’s website at www.sec.gov and Airgas’ website at http://investor.shareholder.com/arg/. In addition, the proxy statement and other documents filed by Airgas with the SEC (when available) may be obtained from Airgas free of charge by directing a request to Joseph Marczely, Manager, Investor Relations, Airgas, Inc., 259 N. Radnor-Chester Road, Radnor, PA 19087-5283, Phone: 610-263-8277.

Airgas and its directors, executive officers and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from Airgas stockholders with respect to the proposed acquisition of Airgas. Security holders may obtain information regarding the names, affiliations and interests of such individuals in Airgas’ Annual Report on Form 10-K for the fiscal year ended March 31, 2015 and proxy statement for its 2015 annual meeting of stockholders. Additional information regarding the interests of such individuals in the proposed acquisition of Airgas is in the proxy statement relating to such acquisition. These documents may be obtained free of charge from the SEC’s website at www.sec.gov and Airgas’ website at http://investor.shareholder.com/arg/.

In anticipation of the merger with Air Liquide, Airgas will not conduct a quarterly earnings conference call, nor issue financial guidance for the upcoming quarter. Airgas has also suspended its share repurchase program.

* See attached reconciliations and computations of non-GAAP adjusted earnings per diluted share, adjusted operating margin, adjusted cash from operations, free cash flow, and return on capital financial measures.

About Airgas, Inc.

Airgas, Inc. (NYSE: ARG), through its subsidiaries, is one of the nation’s leading suppliers of industrial, medical and specialty gases, and hardgoods, such as welding equipment and related products. Airgas is a leading U.S. producer of atmospheric gases with 16 air separation plants, a leading producer of carbon dioxide, dry ice, and nitrous oxide, one of the largest U.S. suppliers of safety products, and a leading U.S. supplier of refrigerants, ammonia products, and process chemicals. Approximately 17,000 associates work in more than 1,100 locations, including branches, retail stores, gas fill plants, specialty gas labs, production facilities and distribution centers. Airgas also markets its products and services through e-Business, catalog and telesales channels. Its national scale and strong local presence offer a competitive edge to its diversified customer base. For more information, please visit www.airgas.com.

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This press release contains statements that are forward looking, as that term is defined by the Private Securities Litigation Reform Act of 1995 or by the SEC in its rules, regulations and releases. These statements include, but are not limited to: our expectations regarding the completion of the merger with Air Liquide and statements regarding the future operations of Airgas’ business. Forward-looking statements also include any statement that is not based on historical fact, including statements containing the words “believes,” “may,” “plans,” “will,” “could,” “should,” “estimates,” “continues,” “anticipates,” “intends,” “expects,” and similar expressions. We intend that such forward-looking statements be subject to the safe harbors created thereby. All forward-looking statements are based on current expectations regarding important risk factors and should not be regarded as a representation by us or any other person that the results expressed therein will be achieved. Airgas assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law. Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include: the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement with Air Liquide, including a termination of the merger agreement under circumstances that could require Airgas to pay a termination fee; the failure to obtain the required vote of the Company’s stockholders to adopt the merger agreement, the failure to obtain required regulatory clearances, or the failure to satisfy any of the other closing conditions to the merger, and any delay in connection with the foregoing; risks related to disruption of management’s attention from the Company’s ongoing business operations due to the pendency of the merger; the effect of the announcement of the merger on the ability of the Company to retain and hire key personnel, maintain relationships with its customers and suppliers, and maintain its operating results and business generally; the outcome of any legal proceedings that have been or may be instituted against the Company and others relating to the merger agreement; the possible adverse effect on Airgas’ business and the price of Airgas common stock if the merger is not completed in a timely manner or at all; the parties’ ability to complete the transactions contemplated by the merger agreement in a timely manner or at all; limitations placed on Airgas’ ability to operate its business under the merger agreement; the impact from the decline in oil prices on our customers; adverse changes in customer buying patterns or weakening in the operating and financial performance of our customers, any of which could negatively impact our sales and our ability to collect our accounts receivable; postponement of projects due to economic conditions and uncertainty in the energy sector; the impact of the strong dollar on our manufacturer customers that export; customer acceptance of price increases; increases in energy costs and other operating expenses at a faster rate than our ability to increase prices; changes in customer demand resulting in our inability to meet minimum product purchase requirements under long-term supply agreements and the inability to negotiate alternative supply arrangements; supply cost pressures; shortages and/or disruptions in the supply chain of certain gases, including helium; EPA rulings and the impact in the marketplace of U.S. compliance with the Montreal Protocol as related to the production and import of Refrigerant-22 (also known as HCFC-22 or R-22); our ability to successfully build, complete in a timely manner and operate our new facilities; higher than expected expenses associated with the expansion of our telesales business, e-Business platform, the adjustment of our regional management structures, our strategic pricing initiatives and other strategic growth initiatives; increased industry competition; our ability to successfully identify, consummate, and integrate acquisitions; our ability to achieve anticipated acquisition synergies; operating costs associated with acquired businesses; our continued ability to access credit markets on satisfactory terms; significant fluctuations in interest rates; the impact of changes in credit market conditions on our customers; our ability to effectively leverage our new SAP system to improve the operating and financial performance of our business; changes in tax and fiscal policies and laws; increased expenditures relating to compliance with environmental and other regulatory initiatives; the impact of new environmental, healthcare, tax, accounting and other regulations; the overall U.S. industrial economy; catastrophic events and/or severe weather conditions; political and economic uncertainties associated with current world events; and other factors described in the Company’s reports, including its March 31, 2015 Form 10-K, June 30, 2015 and September 30, 2015 Forms 10-Q and other forms filed by the Company with the SEC.

Consolidated statements of earnings, condensed consolidated balance sheets, consolidated statements of cash flows, and reconciliations and computations of non-GAAP financial measures follow below.