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 23, 2008
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)
Registrant’s 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 23, 2008, Airgas, Inc. (the “Company”) reported its earnings for its second
quarter and six months ended September 30, 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 Company’s ability to generate
cash from operations, which is available for servicing debt obligations and for the
execution of our 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 a
metric for determining employee compensation.
The Company’s intent is to provide non-GAAP financial information to enhance investors’
understanding of the Company’s 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 Company’s non-GAAP information may be different
from the non-GAAP information provided by other companies.
Item 8.01 Other Events
On October 23, 2008, the Company announced that its Board of Directors increased the
quarterly cash dividend on the Company’s common stock 33% to $0.16 per share from $0.12.
The dividend will be payable December 31, 2008 to shareholders of record as of December 15,
2008, as described in the press release attached as Exhibit 99.2 and incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits
(a) None
(b) None
(c) None
(d) Exhibits.
99.1 — Press Release dated October 23, 2008
99.2 — Press Release dated October 23, 2008