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):
January 28, 2009
AIRGAS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-9344
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56-0732648 |
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(State or other
jurisdiction of
incorporation)
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(Commission File Number)
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(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)).
Item 2.02 Results of Operations and Financial Condition
On January 28, 2009, Airgas, Inc. (the Company) reported its earnings for its third
quarter and nine months ended December 31, 2008, 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). The Company presented its
Free Cash Flow measure to provide meaningful insight into the Companys 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, or to
support other investing and financing activities. The Company also provided Return on
Capital as a non-GAAP measure, which helps investors assess how effectively the Company uses
the capital invested in its operations. Company management also uses Return on Capital as
one of the metrics for determining employee compensation.
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. In addition, it should be noted that the Companys non-GAAP information may be different
from the non-GAAP information provided by other companies.
Item 9.01 Financial Statements and Exhibits
(a) None
(b) None
(c) None
(d) Exhibits.
99.1 Press Release dated January 28, 2009
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.
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BY: |
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/s/ Thomas M. Smyth |
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AIRGAS SOUTH, INC.
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Thomas M. Smyth |
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AIRGAS MID SOUTH, INC.
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Vice President & Controller |
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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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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/ Thomas M. Smyth |
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Thomas M. Smyth
Vice President |
DATED: January 29, 2009