Soliciting Material

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

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¨ Definitive Proxy Statement

 

¨ Definitive Additional Materials

 

x Soliciting Material Pursuant to §240.14a-12

Airgas, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

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Earnings Teleconference
Earnings Teleconference
First Quarter Ended June 30, 2010
First Quarter Ended June 30, 2010
July 21, 2010
July 21, 2010


1
1
FORWARD-LOOKING STATEMENTS
This presentation contains statements that are forward looking.
Forward-looking statements include the statements identified as forward-looking in the
Company’s press release announcing its quarterly earnings, as well as 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.  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 factors identified in the Company’s press release announcing its quarterly earnings, as well as
other factors described in the Company's reports, including its March 31, 2010 Form 10-K and other forms filed by the Company with the Securities and
Exchange Commission.  The Company notes that forward-looking statements made in connection with a tender offer are not subject to the safe harbors
created by the Private Securities Litigation Reform Act of 1995.
The Company is not waiving any other defenses that may be available under applicable
law.
ADDITIONAL INFORMATION
This press release does not constitute an offer to buy or solicitation of an offer to sell any securities.  In response to the tender offer commenced by Air
Products Distribution, Inc., a wholly owned subsidiary of Air Products and Chemicals, Inc., Airgas has filed a solicitation/recommendation statement on
Schedule 14D-9 with the U.S. Securities and Exchange Commission ("SEC").  INVESTORS AND SECURITY HOLDERS OF AIRGAS ARE URGED TO READ
THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. 
Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by Airgas through the web site
maintained by the SEC at http://www.sec.gov.  Also, materials related to Air Products' Unsolicited Proposals are available in the "Investor Information"
section of the Company's website at www.airgas.com, or through the following web address:  http://investor.shareholder.com/arg/airgascontent.cfm.
In addition, Airgas has filed a preliminary proxy statement on Schedule 14A with the SEC on July 8, 2010 in connection with the solicitation of proxies for
the 2010 Annual Meeting of Airgas stockholders. Airgas expects to file a definitive proxy statement with the SEC in connection with the solicitation of
proxies for the 2010 annual meeting of Airgas stockholders and may file other proxy solicitation material in connection therewith.  Any definitive proxy
statement will be mailed to stockholders of Airgas.  INVESTORS AND SECURITY HOLDERS OF AIRGAS ARE URGED TO READ THESE AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.  Investors and security holders will be able to obtain free copies of these documents (when available) and other documents filed with the
SEC by Airgas through the web site maintained by the SEC at http://www.sec.gov. 
CERTAIN INFORMATION REGARDING PARTICIPANTS
Airgas
and
certain
of
its
directors
and
executive
officers
may
be
deemed
to
be
participants
under
the
rules
of
the
SEC.
Security
holders
may
obtain
information
regarding
the
names,
affiliations
and
interests
of
Airgas'
directors
and
executive
officers
in
Airgas'
Annual
Report
on
Form
10-K
for
the
year
ended March 31, 2010, which was filed with the SEC on May 27, 2010, and its proxy statement for the 2009 Annual Meeting, which was filed with the SEC
on
July
13,
2009
and
its
preliminary
proxy
statement
for
the
2010
Annual
Meeting,
which
was
filed
with
the
SEC
on
July
8,
2010.
To
the
extent
holdings
of Airgas securities have changed, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. 
These
documents
can
be
obtained
free
of
charge
from
the
sources
indicated
above.
Additional
information
regarding
the
interests
of
these
participants
in
any
proxy
solicitation
and
a
description
of
their
direct
and
indirect
interests,
by
security
holdings
or
otherwise,
will
also
be
included
in
any
proxy
statement and other relevant materials to be filed with the SEC if and when they become available.


Strong performance as economy emerges from recession
1Q11 Adjusted EPS* $0.83
Second-best earnings quarter in Airgas history
Revenues not yet recovered to pre-recessionary levels
Same-store sales up +6% YoY
Daily sales improved +5% sequentially
Broad-based momentum, led by manufacturing
Strategic Accounts sales up 12%; now represent 20% of total sales
Adjusted Operating Margin* 12.3% (up 130 bps YoY)
Strong operating leverage on sales growth
Raised FY11 Adj. EPS* guidance by more than 7% to $3.15 to $3.30
Represents 21% to 27% growth before SAP costs
Free Cash Flow* of $113 million
Adjusted Debt* reduction of $83 million
Increased 2Q11 dividend by 14% to 25¢
First Quarter Recap
First Quarter Recap
2
2
* See attached reconciliations of non-GAAP measures


3
3
Strategic Products Overview
Strategic Products Overview
1Q11: Broad-based increase in customer activity, most pronounced in
manufacturing; continued strong existing customer penetration
Long-term: Strong cross-sell, customer base under-penetrated
1Q11: Sequential and YoY
improvement in industrial mfg, including steel, and
auto; continued strength in food-freezing
Long-term: Application growth, engineering solutions, sales force presence
in the field
1Q11: Relatively resilient throughout downturn; slowing in elective and non-
critical procedures more than offset by new customer signings
Long-term: Population demographics for respiratory therapy, full range of
supply modes, strong cross-sell
1Q11: Sequential improvement due to normal seasonality of business
Long-term: Food product applications, beverage market
1Q11: Higher YoY
volumes; sequential improvement in demand for core spec
gases, including EPA protocols
Long-term: Application growth, environmental regulations, enhanced
capabilities
1Q11
1Q11
Organic
Organic
Growth
Growth
Strategic Products represent more than 40% of total
sales and have strong growth profiles due to:
Favorable customer segments
Application development
Increasing environmental regulation
Strong cross-sell
Quarterly
Quarterly
Sales
Commentary
/
Long-Term
Growth
Accelerators
Strategic Products
Strategic Products
1Q11
1Q11
Organic
Organic
Growth
Growth
1Q11
1Q11
Seq. DSR
Seq. DSR
Growth
Growth
1Q11
1Q11
Seq. DSR
Seq. DSR
Growth
Growth
Total Strategic Products
Total Strategic Products
+9%
+9%
+7%
+7%
+6%
+6%
+5%
+5%
+15%
+15%
+8%
+8%
+4%
+4%
+8%
+8%
+3%
+3%
+3%
+3%
+3%
+3%
+5%
+5%
+7%
+7%
+19%
+19%
Safety Products
Safety Products
Bulk Gas
Bulk Gas
Medical Sales
Medical Sales
Specialty Gas
Specialty Gas
CO
CO
2
2
/Dry Ice
/Dry Ice
Total
Same-Store
Sales


Consolidated Results
Consolidated Results
4
4
* See attached reconciliations of non-GAAP measures
Note: Certain reclassifications have been made to prior period financial statements to conform to the current presentation.
($ in millions, except per share amounts)
1Q11
4Q10
Seq. Var.
1Q10
YoY Var.
Sales
$ 1,053
$ 983
+7%
$ 982
+7%
Gas & Rent Sales Mix
64.2%
63.8%
65.0%
Same-Store Sales
+6%
Price
+1%
Volume
+5%
Gas & Rent SSS
+5%
Hardgoods SSS
+8%
Acquired Sales Contribution
+1%
Gross Profit
$ 578
$ 535
$ 543
Gross Margin
54.9%
54.4%
+ 50 bps
55.3%
-40 bps
Adjusted Operating Income*
$ 130
$ 105
+24%
$ 108
+20%
Adjusted Operating Margin*
12.3%
10.7%
+ 160 bps
11.0%
+ 130 bps
EPS
$ 0.76
$ 0.47
+62%
$ 0.66
+15%
Significant Charges Included in EPS:
Costs related to unsolicited takeover attempt
0.03
0.18
-
                 
Loss on early extinguishment of debt
0.02
0.07
-
                 
Multi-employer pension plan withdrawal
0.02
-
-
                 
Income tax benefit
-
(0.03)
-
                 
Adjusted EPS*
$ 0.83
$ 0.69
+20%
$ 0.66
+26%
Weighted Average Shares Outstanding
85.3
84.7
+1%
83.3
+2%
Return on Capital (LTM) *
10.5%
10.0%
11.8%
Free Cash Flow *
$ 113
$ 121
$ 119
Adjusted Debt *
$ 1,721
$ 1,805
$ 1,981
Incremental
selling day
Daily Sales Rate
+5% seq.


Segment Results
Segment Results
5
5
Distribution
($ in millions)
1Q11
4Q10
Seq. Var.
1Q10
YoY Var.
Sales
$ 932
$ 889
+5%
$ 875
+7%
Gas & Rent Sales Mix
59.7%
60.1%
60.9%
Same-Store Sales
+5%
Price
+1%
Volume
+4%
Gas & Rent SSS
+3%
Hardgoods SSS
+8%
Gross Profit
$ 517
$ 491
$ 490
Gross Margin
55.5%
55.3%
+ 20 bps
56.1%
-60 bps
Adjusted Operating Income*
$ 107
$ 100
+7%
$ 90
+19%
Adjusted Operating Margin*
11.5%
11.2%
+ 30 bps
10.3%
+ 120 bps
All Other Operations
($ in millions)
1Q11
4Q10
Seq. Var.
1Q10
YoY Var.
Sales
$ 128
$ 100
+28%
$ 113
+14%
Same-Store Sales
+13%
Gross Margin
46.9%
43.3%
+ 360 bps
46.7%
+ 20 bps
Operating Income
$ 23
$ 5
+317%
$ 18
+25%
Operating Margin
17.7%
5.4%
+ 1230 bps
16.1%
+ 160 bps
Incremental
selling day
Daily Sales Rate
+3% seq.
* See attached reconciliations of non-GAAP measures
Note: Certain reclassifications have been made to prior period financial statements to conform to the current presentation.


6
6
($ in millions)
1Q11
1Q10
Cylinders and Bulk Tanks
$ 19
$ 16
Machinery and Equipment
13
14
Computers
1
2
Rental Welders
-
-
Construction-in-Process, Buildings & Land
22
27
Other ^
6
8
TOTAL
$ 61
$ 67
% of Sales
5.8%
6.9%
^ Includes Vehicles, Furniture & Fixtures and other items not specifically identified.
Capital Expenditures
Capital Expenditures


Guidance
Assumptions
Tax rate 38%-39%
Includes SAP implementation costs
Includes acquisitions closed through 7/20/10
Does not incorporate the impact of debt extinguishment or multi-employer pension plan
withdrawal charges, if any, or future costs related to unsolicited takeover attempt
7
7
2Q11 & FY11 Guidance Summary
2Q11 & FY11 Guidance Summary
2Q11
FY11 (Updated)
Adjusted EPS
$0.78 to $0.82
$3.15 to $3.30
YoY
% Growth
+15% to +21%
+18% to +23%
SAP implementation costs
included in guidance
$0.03
$0.10
YoY
% Growth ex-
SAP costs
+19% to +25%
+21% to +27%
Operating Margin
12.0% to 12.5%
Capex
~5.5% of Sales
Same-Store Sales Growth
High
Single Digits
Mid to High
Single Digits
Ahead of schedule on mid-term earnings goal
Ahead of schedule on mid-term earnings goal
of $4.20+ per share in calendar 2012
of $4.20+ per share in calendar 2012


8
8
Path to 2Q11 & FY11 EPS Guidance
Path to 2Q11 & FY11 EPS Guidance
1Q11 Adjusted EPS*
$0.83
Refrigerants &
Rental Welder Business
SAP Implementation
(0.01)
Sales Growth / Price Increase
Improving Economy
Operating Efficiencies
EPS Guidance
$0.78 - $0.82
(0.05)
0.01 - 0.05
(+1% to +6%)
2Q11
* See attached reconciliations of non-GAAP measures
FY10 Adjusted EPS*
$2.68
Variable Compensation Reset
(Bonus/Commissions)
SAP Implementation
(0.10)
Tax Rate / Share Count
(0.06)
Sales Growth / Price Increase
Improving Economy
Operating Efficiencies
Adjusted EPS* Guidance
$3.15 - $3.30
0.73 - 0.88
(+27% to +33%)
FY11 (Updated)
(0.10)


9
9
Post-Recession EPS Growth
Post-Recession EPS Growth
* See attached reconciliations of non-GAAP measures
Note: “CAGR”
= Compound Annual Growth Rate
$4.20+
(CY12 Goal)
$2.67*
$1.53
$0.94
16% CAGR
18% CAGR
FY11
FY11
Guidance*
Guidance*
(Updated)
(Updated)
$3.30
$3.15
EPS
Adj. EPS*


10
10
10
10
Significant Upside Remains
Significant Upside Remains
for Airgas Shareholders
for Airgas Shareholders
Acquisition opportunities still abundant in a highly-fragmented industry –
considerable leverage to our premier distribution infrastructure
Sales & marketing alignment by customer segment only recently
expanded
to
all
target
segments
tremendous leverage to fast-growing
Strategic Accounts program
Customer-centric operating culture will enhance cross-sell opportunities
for an already compelling product and service offering
Strategic Products growth will continue to outperform the core business
during the economic recovery
SAP platform to unlock significant yet-to-be-quantified incremental
benefits –
provide upside to our mid-term financial targets
Agility
to
identify
and
quickly
integrate
adjacencies
opportunities
for
additional adjacencies


Non-GAAP Reconciliations:
Non-GAAP Reconciliations:
Adjusted Operating Income & Adjusted Operating Margin
Adjusted Operating Income & Adjusted Operating Margin
11
11
Consolidated Airgas
June 30,
March 31,
June 30,
(Dollars in thousands)
2010
2010
2009
Net sales
1,052,656
$        
983,308
$           
981,991
$           
Operating income
122,751
$           
81,883
$               
107,909
$           
Operating margin
11.7%
8.3%
11.0%
Plus:
Costs related to unsolicited
takeover attempt
3,787
23,435
-
Multi-employer pension plan
withdrawal charges
3,204
-
-
Adjusted operating income
129,742
$           
105,318
$           
107,909
$           
Adjusted operating margin
12.3%
10.7%
11.0%
Distribution Segment
June 30,
March 31,
December 31,
September 30,
June 30,
(Dollars in thousands)
2010
2010
2009
2009
2009
Net sales
931,840
$           
889,139
$           
854,476
$           
860,267
$           
874,592
$           
Operating income
$             103,844
99,875
$               
89,306
$               
92,388
$               
89,749
$               
Operating margin
11.1%
11.2%
10.5%
10.7%
10.3%
Plus:
Multi-employer pension plan
withdrawal charges
3,204
-
4,950
1,700
-
Adjusted operating income
107,048
$           
99,875
$              
94,256
$              
94,088
$              
89,749
$              
Adjusted operating margin
11.5%
11.2%
11.0%
10.9%
10.3%
Three Months Ended
Three Months Ended
The Company believes the above adjusted operating income and adjusted operating margin computations help investors assess the Company’s operating
performance without the impact of charges associated with the Company’s withdrawal from multi-employer pension plans and costs related to Air Products’
unsolicited takeover attempt. Non-GAAP numbers should be read in conjunction with GAAP financial measures, as non-GAAP metrics are merely a
supplement to, and not a replacement for, GAAP financial measures.  It should be noted as well that our adjusted operating income and adjusted operating
margin computations may be different from the adjusted operating income and adjusted operating margin computations provided by other companies. 
Certain reclassifications have been made to prior period financial statements to conform to the current presentation.


Non-GAAP Reconciliations:
Non-GAAP Reconciliations:
Adjusted Earnings Per Diluted Share
Adjusted Earnings Per Diluted Share
12
12
Quarterly
June
30,
2010
March
31,
2010
September
30,
2009
June
30,
2009
Earnings per diluted share
Adjustments to earnings per
diluted share:
Costs related to unsolicited
takeover attempt
0.03
0.18
-
-
Loss on debt extinguishment
0.02
0.07
0.02
-
Multi-employer
pension plan withdrawal charges
0.02
-
0.01
-
Non-recurring tax benefit
-
(0.03)
-
-
Adjusted earnings per diluted share
0.83
$                               
0.69
$                               
0.68
$                               
0.66
$                               
Three Months Ended
Annual
Year Ended
March
31,
2010
Low
YoY
Change
High
YoY
Change
Earnings per diluted share
Adjustments to earnings per
diluted share:
Costs related to unsolicited
takeover attempt
0.18
0.03
0.03
Loss on debt extinguishment
0.14
0.02
0.02
Multi-employer
pension plan withdrawal charges
0.05
0.02
0.02
Non-recurring tax benefit
(0.03)
-
-
Adjusted earnings per diluted share
2.68
$                                
3.15
$                   
18%
3.30
$                   
23%
(Guidance Range)
Year Ended March 31, 2011
0.47
$                               
0.65
$                               
0.66
$                                
2.34
$                   
3.08
$                   
3.23
$
0.76
The Company believes that adjusted earnings per diluted share above provide investors meaningful insight into the Company's earnings trend without the impact of debt
extinguishment charges, multi-employer pension plan withdrawal charges, and costs related to the unsolicited takeover attempt.  Non-GAAP numbers should be read in
conjunction with GAAP financial measures, as non-GAAP metrics are merely a supplement to, and not a replacement for, GAAP financial measures.  It should be noted as
well that our adjusted earnings per diluted share metric may be different from adjusted earnings per diluted share metrics provided by other companies.


Non-GAAP Reconciliations:
Non-GAAP Reconciliations:
Adjusted
Adjusted
Earnings
Earnings
Per
Per
Diluted
Diluted
Share
Share
Calendar
Calendar
Year
Year
Basis
Basis
13
13
The Company believes that adjusted earnings per diluted share above provide investors meaningful insight into the Company's earnings trend without the
impact of debt extinguishment charges, multi-employer pension plan withdrawal charges, the settlement of material litigation, restructuring charges, insurance
gains, fire losses, the costs of the BOC acquisition integration, employee separation costs, hurricane losses and losses from discontinued operations.  Non-
GAAP numbers should be read in conjunction with GAAP financial measures, as non-GAAP metrics are merely a supplement to, and not a replacement for,
GAAP financial measures.  It should be noted as well that our adjusted earnings per diluted share metric may be different from adjusted earnings per diluted
share metrics provided by other companies.
2009
2005
2004
2003
2002
Earnings per diluted share
2.55
$          
1.48
$          
1.18
$          
1.04
$          
0.82
$          
Adjustments:
Loss on debt extinguishment
0.07
-
-
-
-
Multi-employer pension plan withdrawal charges
0.05
-
-
-
-
Legal Settlement
-
-
-
-
0.08
Restructuring charge (recovery)
-
-
(0.01)
-
0.03
Insurance gain
-
-
-
(0.02)
-
Fire Losses
-
-
-
0.02
-
Acquisition integration costs
-
0.01
0.03
-
-
Employee separation costs
-
0.01
-
-
-
Hurricane losses
-
0.02
-
-
-
Losses from discontinued operations
-
0.01
-
0.01
0.01
Adjusted earnings per diluted share
2.67
$          
1.53
$          
1.20
$          
1.05
$          
0.94
$          
Calendar Year Ended December 31,


Non-GAAP Reconciliations:
Non-GAAP Reconciliations:
Adjusted Cash from Operations,
Adjusted Cash from Operations,
Adjusted Capital Expenditures & Free Cash Flow
Adjusted Capital Expenditures & Free Cash Flow
14
14
June 30,
March 31,
June 30,
(Amounts in thousands)
2010
2010
2009
Net cash (used) provided by operating activities
(129,679)
$           
188,312
$                  
162,259
$                  
Adjustments to cash provided by operating activities:
    Cash used by the securitization of trade receivables
295,000
               
(27,100)
                     
15,900
                      
    Stock issued for employee stock purchase plan
3,580
                    
4,092
                         
3,888
                         
    Tax benefit realized from the exercise of stock options
1,952
                    
11,620
                      
1,334
                         
    Adjusted cash from operations
170,853
$            
176,924
$                 
183,381
$                 
Capital expenditures
(61,121)
$             
(61,154)
$                   
(67,312)
$                   
Adjustments to capital expenditures:
    Proceeds from sales of plant & equipment
3,338
                    
5,577
                         
2,510
                         
    Adjusted capital expenditures
(57,783)
$             
(55,577)
$                   
(64,802)
$                   
Free Cash Flow
113,070
$            
121,347
$                 
118,579
$                 
Three Months Ended
The Company believes that free cash flow and adjusted cash from operations provide investors meaningful insight into the Company's ability to generate
cash from operations, which is available for servicing debt obligations and for the execution of its business strategy, including acquisitions, the prepayment
of debt, the payment of dividends, or to support other investing and financing activities.  Non-GAAP numbers should be read in conjunction with GAAP
financial measures, as non-GAAP metrics are merely a supplement to, and not a replacement for, GAAP financial measures.  It should be noted as well that
our free cash flow and adjusted cash from operations metrics may be different from free cash flow and adjusted cash from operations metrics provided by
other companies.


Non-GAAP Reconciliations:
Non-GAAP Reconciliations:
Return on Capital & Adjusted Debt
Return on Capital & Adjusted Debt
15
15
The Company believes this return on capital computation helps investors assess how effectively the Company uses the capital invested in its operations. 
Our management uses return on capital as one of the metrics for determining employee compensation.  Non-GAAP numbers should be read in conjunction
with GAAP financial measures, as non-GAAP metrics are merely a supplement to, and not a replacement for, GAAP financial measures.  It should be noted
as well that our return on capital computation information may be different from the return on capital computations provided by other companies.
(In thousands)
June 30, 2010
March 31, 2010
June 30, 2009
Adjusted operating Income - Trailing Four Quarters
451,496
$                    
429,683
$                    
497,922
$                    
Five Quarter Average of Total Assets
4,507,863
$                  
4,428,239
$                  
4,320,704
$                  
Five Quarter Average of Securitized Trade Receivables
217,577
                      
288,500
                      
337,380
                      
Five Quarter Average of Current Liabilities (exclusive of debt)
(425,637)
                     
(419,959)
                     
(444,625)
                     
Five Quarter Average Capital Employed
4,299,803
$                  
4,296,780
$                  
4,213,459
$                  
Return on Capital
10.5%
                           
10.0%
                           
11.8%
                           
(In thousands)
June 30, 2010
March 31, 2010
June 30, 2009
Current portion of long-term debt
9,589
$                        
10,255
$                      
11,033
$                      
Long-term debt, excluding current portion
1,711,630
                   
1,499,384
                   
1,675,194
                   
Net debt
1,721,219
                   
1,509,639
                   
1,686,227
                   
Securitization of trade receivables
-
295,000
                      
295,000
                      
Adjusted debt
1,721,219
$                 
1,804,639
$                 
1,981,227
$                 
Prior to April 1, 2010, the Company used adjusted debt to provide investors with a more meaningful measure of the Company’s debt obligations by adjusting
for funds received under the trade receivables securitization program, the outstanding amounts of which were previously not recognized on the Company’s
balance sheet.  On April 1, 2010, the Company adopted new accounting guidance which affected the presentation of its trade receivables securitization
program.  Under the new guidance, proceeds received under the securitization are treated as secured borrowings, and therefore are reflected on the
balances sheet.  Previously, they were treated as proceeds from the sale of trade receivables.