UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
June 27, 2003
AIRGAS, INC.
______________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 1-9344 56-0732648
_______________ _______________________ _____________
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
259 North Radnor-Chester Road, Suite 100
Radnor, PA 19087-5283
_________________________________________
(Address of principal executive offices)
Registrant's telephone number, including area code: (610) 687-5253
______________
Item 9. Regulation FD Disclosure
________________________
In accordance with the Securities and Exchange Commission's interim
guidance regarding Form 8-K Item 12 filing requirements as set forth
in Release No. 33-8216, the following information is intended to be
furnished by Airgas, Inc. (the "Company") under Item 12, "Disclosure
of Results of Operations and Financial Condition," rather than under
Item 9. The information in this Form 8-K report shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of
1934 or incorporated by reference in any filing under the Securities
Exchange Act of 1933, as amended, except as expressly set forth by
specific reference in such a filing.
On June 27, 2003, the Company began mailing for distribution to its
stockholders its annual report and definitive proxy statement. The
Company's annual report includes a Financial Highlights section (on
page 17 of the annual report) that contains certain material financial
information relating to fiscal years 1999 through 2003. The following
financial information had not previously been disseminated to the
public:
1999 2000 2001 2002 2003
---- ---- ---- ---- ----
Free Cash Flow (in millions of dollars) $5.0 $38.9 $63.5 $132.9 $104.0
Diluted Earnings per Share, excluding
certain gains and charges $0.66 $0.72 $0.72 $0.78 $0.97
Return on Capital 8.3% 8.2% 8.0% 8.5% 9.1%
The Company has provided the following reconciliations of these non-
GAAP financial metrics to their most comparable measure under
generally accepted accounting principles on page 62 of the annual
report.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited)
Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow
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(In thousands)
Years Ended March 31, 1999 2000 2001 2002 2003
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Net cash provided by operating activities $ 102,063 $ 100,092 $ 199,005 $ 249,381 $ 194,399
PLUS:
Dividends and fees from equity affiliates 4,533 3,973 3,668 2,583 2,507
LESS:
Cash provided by the securitization of
trade receivables - - (73,200) (60,800) (24,900)
Capital expenditures (101,638) (65,211) (65,910) (58,297) (67,969)
--------- --------- --------- --------- ---------
Free Cash Flow $ 4,958 $ 38,854 $ 63,563 $ 132,867 $ 104,037
========= ========= ========= ========= =========
The Company believes Free Cash Flow provides investors meaningful insight into
the ability of the Company to generate cash from continuing operations, which
can be used to make acquisitions, repay debt or support other investing and
financing activities.
Reconciliation of Diluted Earnings Per Share as Reported to Diluted Earnings Per Share,
excluding certain gains and charges
---------------------------------------------------------------------------------------
Years Ended March 31, 1999 2000 2001 2002 2003
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Diluted Earnings Per Share As Reported $ 0.72 $ 0.54 $ 0.42 $(0.15) $ 0.94
Change in accounting principle - 0.01 - 0.84 -
Goodwill amortization, prior to the adoption of
SFAS 142 0.18 0.19 0.20 - -
Litigation settlements/charges - 0.07 0.06 0.08 -
Restructuring/special charges (recoveries), net (0.01) (0.02) 0.03 - 0.03
Non-recurring (gains) losses from divestitures (0.21) (0.11) - 0.01 -
Other (0.02) 0.04 0.01 - -
------ ------ ------ ------ ------
Diluted Earnings Per Share, excluding certain
gains and charges $ 0.66 $ 0.72 $ 0.72 $ 0.78 $ 0.97
====== ====== ====== ====== ======
The Company believes that diluted earnings per share, excluding certain gains
and charges noted above, are more indicative of the Company's on-going
operations and provide investors meaningful trend information.
Reconciliation and Computation of Return on Capital
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(In thousands)
Years Ended March 31, 1999 2000 2001 2002 2003
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Operating income $ 112,996 $ 106,731 $ 107,949 $ 125,033 $ 155,882
PLUS (LESS):
Restructuring/special charges (recoveries),net (1,000) (2,829) 3,643 - 2,694
Litigation settlements/charges - 7,500 5,791 8,501 -
Other - 3,800 - - -
Depreciation and amortization 87,926 89,308 86,754 72,945 79,844
Dividends and fees from unconsolidated affiliates 4,533 3,973 3,668 2,583 2,507
Eighty percent of depreciation expense (49,521) (50,908) (50,350) (51,828) (58,786)
Current income tax (expense) benefit (18,392) (18,428) (15,566) 4,772 (32,544)
Current taxes related to divestitures 10,673 7,680 5,069 - -
Deferred income tax reclassification - - - (18,986) 18,986
Tax benefit from interest expense and discount
on securitization of trade receivables (24,525) (23,873) (25,219) (19,706) (18,886)
-------- -------- -------- -------- --------
TOTAL RETURN 122,690 122,954 121,739 123,314 149,697
Five-quarter average capital employed (1) 1,484,697 1,507,761 1,522,763 1,457,613 1,647,381
Return on Capital 8.3% 8.2% 8.0% 8.5% 9.1%
(1) Average capital employed represents total assets plus trade receivables
under the securitization program, less accounts payable, accrued expenses
and other current liabilities.
The Company believes this return on capital computation provides investors a
measure to reflect the relationship between operating results and average
capital employed. This measure helps investors assess how effectively
the Company uses the capital invested in its operations.
Signatures
__________
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
AIRGAS, INC.
(Registrant)
BY: /s/ Roger F. Millay
------------------------
Roger F. Millay
Senior Vice President - Finance &
Chief Financial Officer
DATED: June 27, 2003