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):
October 26, 2005
AIRGAS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other
jurisdiction of
incorporation)
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1-9344
(Commission File Number)
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56-0732648
(I.R.S. Employer
Identification No.) |
259 North Radnor-Chester Road, Suite 100
Radnor, PA 19087-5283
(Address of principal executive offices)
Registrants telephone number, including area code: (610) 687-5253
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425).
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12).
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)).
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)).
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition
On October 26, 2005, Airgas, Inc. (the Company) reported its earnings for its second
quarter and six months ended September 30, 2005, as described in the press release
attached as Exhibit 99.1 and incorporated herein by reference.
The information contained 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.
Non-GAAP Measures:
The press release attached as Exhibit 99.1 contains certain financial measures that are not
defined under generally accepted accounting principles (GAAP). Free Cash Flow is a non-GAAP
measure that provides investors meaningful insight into the Companys ability to generate
cash from operations, which can be used at managements discretion for acquisitions, the
prepayment of debt or to support other investing and financing activities. The Company uses
the non-GAAP measure Adjusted Debt to provide investors with a more meaningful measure of
the change in the Companys obligation to repay debt by adjusting for the non-recourse debt
of the National Welders joint venture, non-cash interest rate swaps and funds received or
repaid under the trade receivables securitization program. The
Company also disclosed a non-GAAP
operating margin to reflect more meaningful trend information exclusive of the
impact of hurricanes Katrina and Rita in the September 2005 quarter
and BOC integration costs in the September 2004 quarter.
The Companys intent is to provide non-GAAP financial information to enhance investors
understanding of the Companys consolidated financial statements and should be considered
by the reader in addition to, but not instead of, the financial statements prepared in
accordance with GAAP.
Item 9.01 Financial Statements and Exhibits
(a) None
(b) None
(c) Exhibits.
99.1 Press Release dated October 26, 2005
Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant and
Co-Registrants have duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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AIRGAS, INC. |
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AIRGAS EAST, INC. |
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(Registrant) |
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AIRGAS GREAT LAKES, INC. |
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AIRGAS MID AMERICA, INC. |
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AIRGAS NORTH CENTRAL, INC. |
BY:
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/s/ Robert M. McLaughlin
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AIRGAS SOUTH, INC. |
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Robert M. McLaughlin
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AIRGAS GULF STATES, INC. |
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Vice President & Controller
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AIRGAS MID SOUTH, INC. |
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AIRGAS INTERMOUNTAIN, INC. |
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AIRGAS NORPAC, INC. |
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AIRGAS NORTHERN CALIFORNIA & NEVADA, INC. |
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AIRGAS SOUTHWEST, INC. |
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AIRGAS WEST, INC. |
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AIRGAS SAFETY, INC. |
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RUTLAND TOOL & SUPPLY CO., INC. |
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AIRGAS CARBONIC, INC. |
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AIRGAS SPECIALTY GASES, INC. |
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NITROUS OXIDE CORP. |
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RED-D-ARC, INC. |
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AIRGAS DATA, LLC |
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(Co-Registrants) |
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BY: |
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/s/ Robert M. McLaughlin |
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Robert M. McLaughlin |
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Vice President |
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ATNL, INC.
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(Co-Registrant)
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BY: |
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/s/ Melanie Andrews
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Melanie Andrews |
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President |
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DATED: October 27, 2005