8-K

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 25, 2006

AIRGAS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-9344	56-0732648
(State or other jurisdiction of incorporation)	(Commission File Number)	(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):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

TABLE OF CONTENTS

Press Release dated January 25, 2006

Item 2.02 Results of Operations and Financial Condition

On January 25, 2006, Airgas, Inc. (the “Company”) reported its earnings for its third quarter and nine months ended December 31, 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 Company’s ability to generate cash from operations, which can be used at management’s discretion for acquisitions, the prepayment of debt or to support other investing and financing activities.

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.

Item 9.01 Financial Statements and Exhibits

(a) None

(b) None

(c) None

(d) Exhibits.

     99.1 - - Press Release dated January 25, 2006

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.

AIRGAS, INC. (Registrant)		AIRGAS EAST, INC. AIRGAS GREAT LAKES, INC.
		AIRGAS MID AMERICA, INC.
		AIRGAS NORTH CENTRAL, INC.
By:	/s/ Robert M. McLaughlin	AIRGAS SOUTH, INC.
	Robert M. McLaughlin	AIRGAS GULF STATES, INC.
	Vice President & Controller	AIRGAS MID SOUTH, INC.
		AIRGAS INTERMOUNTAIN, INC.
		AIRGAS NORPAC, INC.
		AIRGAS NORTHERN CALIFORNIA & NEVADA, INC.
		AIRGAS SOUTHWEST, INC.
		AIRGAS WEST, INC.
		AIRGAS SAFETY, INC.
		AIRGAS CARBONIC, INC.
		AIRGAS SPECIALTY GASES, INC.
		NITROUS OXIDE CORP.
		RED-D-ARC, INC.
		AIRGAS DATA, LLC
		(Co-Registrants)

	BY:	/s/ Robert M. McLaughlin
		Robert M. McLaughlin Vice President
	ATNL, INC.
		(Co-Registrant)
	BY:	/s/ Melanie Andrews
		Melanie Andrews President
DATED: January 26, 2006

EX-99.1

	Airgas, Inc.
	259 N. Radnor-Chester Road
	Suite 100
	Radnor, PA 19087-5283
	www.airgas.com

News Release

Exhibit 99.1

Investor Contact:	Media Contact:
Roger Millay (610) 902-6230	James Ely (610) 902-6010
roger.millay@airgas.com	jim.ely@airgas.com

For release:                 Immediately

Airgas Reports 37% Growth in EPS from Continuing Operations

RADNOR, PA — January 25, 2006 — Airgas, Inc., (NYSE: ARG), the largest U.S. distributor of industrial, medical and specialty gases, welding, safety and related products, today reported strong growth in sales, operating income and earnings for its third quarter ended December 31, 2005.

Quarterly earnings from continuing operations grew 43% to $33 million, or $0.41 per diluted share, compared to $23 million, or $0.30 per diluted share, a year ago. Continuing operations excludes the results of Rutland Tool & Supply, which was divested on December 1, 2005, and is now reported as discontinued operations. Quarterly results from continuing operations a year ago included $0.01 per diluted share in integration expenses related to the acquisition of The BOC Group’s U.S. packaged gas business.

Third quarter discontinued operations reported a loss of $1.9 million, or $0.02 per diluted share, primarily due to a loss on the divestiture. Income from discontinued operations in the prior year quarter was not significant. Net earnings for the quarter grew 34% to $31 million, or $0.39 per diluted share, compared to $23 million, or $0.30 per diluted share, in the prior year period.

Third quarter sales increased 17% to $702 million, reflecting strong same-store sales growth as well as acquisition growth. Total same store sales were up 12% compared to the same quarter a year ago.

“We produced another quarter of solid earnings growth,” said Airgas Chairman and Chief Executive Officer Peter McCausland. “Our sales momentum continues to be very strong with most regions reporting double-digit same store sales growth. Volume has picked up after the hurricanes and supply pressures of last summer.”

McCausland added, “Our people continue to execute well on our core business, medical and strategic products strategies. By effectively integrating acquisitions and leveraging our sales growth, we improved the operating margin by 130 basis points to 9.8% for the quarter.”

For the nine months ended December 31, 2005, sales were $2.1 billion, up 21% from the prior year period. Year-to-date same store sales growth was 11%, with gas and rent up 10% and hardgoods up 13%. Earnings from continuing operations for the nine months were $92 million, or $1.16 per diluted share, compared with $68 million, or $0.88 per diluted share, for the prior year period. The current period includes losses related to hurricanes Katrina and Rita of $0.02 per diluted share. The prior year period includes integration expenses of $0.04 per diluted share related to the BOC acquisition.

Year-to-date free cash flow was $52 million, compared to negative $7 million for the same period last year. The definition of free cash flow and reconciliation to the Consolidated Statement of Cash Flows are attached.

McCausland continued, “Given the continued momentum in sales and earnings growth, we expect earnings in our fourth quarter of $0.41 to $0.43 per diluted share.”

The Company will conduct an earnings teleconference at 11:00 a.m. ET on Thursday, January 26, 2006. The teleconference will be available by calling (800) 819-9193. This press release, slides to be presented during the Company’s teleconference and information about how to access a live and on-demand webcast of the teleconference are available in the ‘Investor Info’ section on the Company’s Internet site www.airgas.com. The web cast of the teleconference will be available live and on demand through February 24 at http://www.shareholder.com/arg/medialist.cfm. A replay of the teleconference will be available through February 3. To listen, call (888) 203-1112 and enter passcode 3347520.

About Airgas, Inc.

Airgas, Inc. (NYSE: ARG), through its subsidiaries, is the largest U.S. distributor of industrial, medical, and specialty gases, and related hardgoods, such as welding equipment and supplies. Airgas is also the third-largest U.S. distributor of safety products, the largest U.S. producer of nitrous oxide and dry ice, the largest liquid carbon dioxide producer in the Southeast, and a leading distributor of process chemicals, refrigerants and ammonia products. Its 10,000 employees work in about 900 locations including branches, retail stores, gas fill plants, specialty gas labs, production facilities and distribution centers. Airgas also distributes its products and services through eBusiness, catalog and telesales

channels. Its national scale and strong local presence offer a competitive edge to its diversified customer base. For more information, please visit www.airgas.com.

# # #

Forward-Looking Statements

This press release may contain statements that are forward looking, as that term is defined by the Private Securities Litigation Reform Act of 1995 or by the Securities and Exchange Commission in its rules, regulations and releases. These statements include, but are not limited to, statements regarding strength of the Company’s continuing sales and earnings growth momentum and its expected earnings of $0.41 to $0.43 per diluted share in the fourth quarter of fiscal 2006. The Company intends that such forward-looking statements be subject to the safe harbors created thereby. All forward-looking statements are based on current expectations regarding important risk factors and should not be regarded as a representation by the Company or any other person that the results expressed therein will be achieved. Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include: the Company’s inability to implement price increases; supply cost pressures; increased industry competition; an economic downturn; adverse changes in customer buying patterns; significant fluctuations in interest rates; political and economic uncertainties associated with current world events; and other factors described in the Company’s reports, including Form 10-K dated March 31, 2005 and Forms 10-Q dated June 30, 2005 and September 30, 2005, filed by the Company with the Securities and Exchange Commission.

Consolidated statements of earnings, consolidated condensed balance sheets, consolidated statements of cash flows, and a reconciliation of free cash flow follow.

AIRGAS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts in thousands, except per share data)
(Unaudited)

	Three Months Ended						Nine Months Ended
	December 31,						December 31,
	2005			2004			2005			2004
Net sales	$	702,407		$	601,088		$	2,082,714		$	1,723,416
Costs and expenses:
Cost of products sold (excl. deprec.)		345,343			289,533			1,028,063			835,437
Selling, distribution and administrative expenses (c)		255,515			232,402			765,173			657,360
Depreciation		31,220			26,929			90,515			76,471
Amortization		1,340			1,192			3,947			4,145
Total costs and expenses		633,418			550,056			1,887,698			1,573,413
Operating income		68,989			51,032			195,016			150,003
Interest expense, net		(13,335	)		(13,437	)		(40,531	)		(37,959	)
Discount on securitization of trade receivables (a)		(2,571	)		(1,340	)		(6,665	)		(3,217	)
Other income, net		122			268			1,614			702
Earnings before income tax expense and minority interest		53,205			36,523			149,434			109,529
Income tax expense		(19,792	)		(13,142	)		(55,972	)		(40,511	)
Minority interest in earnings of consolidated affiliate		(711	)		(452	)		(1,945	)		(1,356	)
Income from continuing operations		32,702			22,929			91,517			67,662
Income (loss) from discontinued operations, net of tax (d)		(1,877	)		44			(1,424	)		204
Net earnings	$	30,825		$	22,973		$	90,093		$	67,866
NET EARNINGS PER COMMON SHARE
BASIC
Earnings from continuing operations	$	0.42		$	0.30		$	1.19		$	0.91
Earnings (loss) from discontinued operations	$	(0.02	)	$	0.01		$	(0.01	)	$	—
Net earnings per share	$	0.40		$	0.31		$	1.18		$	0.91
DILUTED (e)
Earnings from continuing operations	$	0.41		$	0.30		$	1.16		$	0.88
Earnings (loss) from discontinued operations	$	(0.02	)	$	—		$	(0.02	)	$	—
Net earnings per share	$	0.39		$	0.30		$	1.14		$	0.88
Weighted average shares outstanding:
Basic		77,000			75,200			76,600			74,700
Diluted (e)		81,500			77,400			81,000			76,700

See attached notes.

AIRGAS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Amounts in thousands)

	(Unaudited)
	December 31,		March 31,
	2005		2005
ASSETS
Cash	$	42,002	$	32,640
Trade accounts receivable, net (a)		140,336		148,834
Inventories, net		230,918		221,609
Deferred income tax asset, net		30,259		26,263
Prepaid expenses and other current assets		36,155		36,911
TOTAL CURRENT ASSETS		479,670		466,257
Plant and equipment, net		1,349,389		1,269,342
Goodwill		542,497		511,196
Other intangible assets, net		18,782		16,507
Other non-current assets		23,110		28,561
TOTAL ASSETS	$	2,413,448	$	2,291,863
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable, trade	$	112,837	$	143,208
Accrued expenses and other current liabilities		202,735		183,132
Current portion of long-term debt		111,371		6,948
TOTAL CURRENT LIABILITIES		426,943		333,288
Long-term debt		670,829		801,635
Deferred income tax liability, net		322,509		282,186
Other non-current liabilities		22,275		24,391
Minority interest in affiliate (b)		57,191		36,191
Stockholders’ equity		913,701		814,172
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,413,448	$	2,291,863

See attached notes.

AIRGAS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)

	Nine Months Ended			Nine Months Ended
	December 31, 2005			December 31, 2004
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings	$	90,093		$	67,866
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation		90,515			76,471
Amortization		3,947			4,145
Deferred income taxes		33,300			23,456
(Gain) loss on divestiture		1,900			(360	)
Gain on sales of plant and equipment		(806	)		(191	)
Minority interest in earnings		1,945			1,356
Stock issued for employee stock purchase plan		7,775			7,251
Changes in assets and liabilities, excluding effects of business acquisitions and divestitures:
Securitization of trade receivables		33,600			29,900
Trade receivables, net		(10,280	)		(16,513	)
Inventories, net		(19,338	)		(38,907	)
Prepaid expenses and other current assets		7,929			(8,006	)
Accounts payable, trade		(30,925	)		(15,936	)
Accrued expenses and other current liabilities		13,971			(15,264	)
Other long-term assets		6,494			1,592
Other long-term liabilities		(3,211	)		(798	)
Net cash provided by operating activities		226,909			116,062
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(153,750	)		(110,885	)
Proceeds from sales of plant and equipment		4,362			3,803
Proceeds from divestitures		14,562			828
Business acquisitions and holdback settlements		(99,272	)		(200,699	)
Other, net		315			27
Net cash used in investing activities		(233,783	)		(306,926	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings		382,730			531,867
Repayment of debt		(407,652	)		(369,849	)
Purchase of treasury stock		(5,567	)		—
Minority interest in earnings		(1,945	)		(1,356	)
Minority stockholder note prepayment (b)		21,000			—
Exercise of stock options		13,622			14,924
Dividends paid to stockholders		(13,820	)		(10,195	)
Cash overdraft		27,868			22,506
Net cash provided by financing activities		16,236			187,897
Change in cash	$	9,362		$	(2,967	)
Cash – Beginning of period		32,640			25,062
Cash – End of period	$	42,002		$	22,095

See attached notes.

Notes:

(a) The Company participates in a securitization agreement with two commercial banks to sell up to $225 million of qualified trade receivables. Net proceeds from the securitization were used to reduce borrowings under the Company’s revolving credit facilities. The amount of outstanding receivables sold under the agreement was $223.5 million and $189.9 million at December 31, 2005 and March 31, 2005, respectively.

(b) In June 2005, the Company’s consolidated affiliate, National Welders, entered into an agreement with its preferred stockholders under which the preferred stockholders prepaid their $21 million note payable to National Welders. National Welders used the proceeds from the prepayment of the preferred stockholders’ note to pay-off its $21 million term loan, which had been collateralized by the preferred stockholders’ note. The preferred stockholders’ note payable to National Welders had been reflected as a reduction of “Minority interest in affiliate” in the consolidated financial statements of the Company. Consequently, the prepayment of the preferred stockholders’ note resulted in a $21 million increase to the Company’s “Minority interest in affiliate.” Additionally, the preferred stockholders and National Welders agreed to modify the dates between which the preferred stockholders have the option to redeem their preferred stock for cash or Airgas common stock to commence in June 2005 (previously June 2006) and expire in June 2009.

(c) Selling, distribution and administrative expenses in the nine months ended December 31, 2005 include an estimated loss related to hurricanes Katrina and Rita of $2.5 million ($1.6 million after tax), or $0.02 per diluted share. The loss estimate is comprised of property damage and an additional provision for uncollectible trade receivables associated with customers in the affected areas.

(d) On December 1, 2005, the Company completed the previously announced sale of its subsidiary, Rutland Tool & Supply Co (Rutland Tool). Rutland Tool distributes metalworking tools, machine tools and MRO supplies from seven locations and has about 180 employees. Proceeds of the sale were approximately $15 million with subsequent consideration to be paid for trade receivables as they are collected. As a result of the divestiture, the Company reflected the operating results of Rutland Tool as “discontinued operations” and recognized a loss of approximately $3.1 million, $1.9 million after-tax, or $0.02 per diluted share, on the sale. The loss principally relates to the write-off of leasehold improvements and lease termination costs for long-term lease commitments that are not being assumed by the purchaser. The operating results of Rutland Tool were previously reflected in the Distribution business segment.

The net sales and earnings (loss) before income taxes of Rutland Tool (including the loss on sale) for the three and nine month periods ended December 31, 2005 and 2004, which were segregated and reported as discontinued operations, are outlined below:

	Three Months Ended					Nine Months Ended
(Amounts in thousands)	December 31,					December 31,
	2005			2004		2005			2004
Net sales	$	7,990		$	10,451	$	32,783		$	31,924
Earnings (loss) before income taxes		(3,150	)		75		(2,391	)		341

(e) The table below presents the computation of diluted earnings per share for the three and nine months ended December 31, 2005 and 2004:

	Three Months					Nine Months
	Ended					Ended
(In thousands, except per share amounts)	December 31,					December 31,
Diluted Earnings per Share Computation	2005			2004(4)		2005			2004(4)
Numerator
Income from continuing operations	$	32,702		$	22,929	$	91,517		$	67,662
Plus: Preferred stock dividends (1)(2)		711			—		2,134			—
Plus: Income taxes on earnings of National Welders (3)		184			—		509			—
Income from continuing operations assuming preferred stock conversion		33,597			22,929		94,160			67,662
Income (loss) from discontinued operations		(1,877	)		44		(1,424	)		204
Net earnings assuming preferred stock conversion	$	31,720		$	22,973	$	92,736		$	67,866
Denominator
Basic shares outstanding		77,000			75,200		76,600			74,700
Incremental shares from assumed conversions:
Stock options and warrants		2,200			2,200		2,100			2,000
Preferred stock of National Welders (1)		2,300			—		2,300			—
Diluted shares outstanding		81,500			77,400		81,000			76,700
Diluted earnings per share from continuing operations	$	0.41		$	0.30	$	1.16		$	0.88
Diluted earnings (loss) per share from discontinued operations	$	(0.02	)	$	—	$	(0.02	)	$	—
Diluted net earnings per share	$	0.39		$	0.30	$	1.14		$	0.88

(1) Pursuant to a joint venture agreement between the Company and the holders of the preferred stock of National Welders, between June 2005 and June 2009, the preferred shareholders have the option to exchange their 3.2 million preferred shares of National Welders either for cash at a price of $17.78 per share or to tender them to the joint venture in exchange for approximately 2.3 million shares of Airgas common stock. If Airgas common stock has a market value of $24.45 per share, the stock and cash redemption options are equivalent.

(2) If the preferred stockholders of National Welders convert their preferred stock to Airgas common stock, the 5% preferred stock dividend, recognized as “Minority interest in earnings of consolidated affiliate,” would no longer be paid to the preferred stockholders, resulting in additional net earnings for Airgas.

(3) The earnings of National Welders for tax purposes are treated as a deemed dividend to Airgas, net of an 80% dividend exclusion. Upon the assumed conversion of National Welders preferred stock to Airgas common stock, National Welders would become a wholly owned subsidiary of Airgas. As a wholly owned subsidiary, the net earnings of National Welders would not be subject to additional tax at the Airgas level.

(4) The assumed conversion of National Welders preferred stock to Airgas common stock is not presented because it is anti-dilutive.

(f) Business segment information for the Company’s Distribution and All Other Operations segments is shown below:

	(Unaudited)									(Unaudited)
	Three Months Ended									Three Months Ended
	December 31, 2005									December 31, 2004
			All									All
			Other									Other
(In thousands)	Dist.		Ops.		Elim			Combined		Dist.		Ops.		Elim			Combined
Gas and rent	$	311,620	$	105,132	$	(13,367	)	$	403,385	$	276,485	$	78,402	$	(13,436	)	$	341,451
Hardgoods		280,809		19,731		(1,518	)		299,022		243,370		17,225		(958	)		259,637
Total net sales		592,429		124,863		(14,885	)		702,407		519,855		95,627		(14,394	)		601,088
Cost of products sold, excluding deprec. expense		300,545		59,683		(14,885	)		345,343		260,849		43,078		(14,394	)		289,533
Selling, distribution and administrative expenses		213,855		41,660					255,515		196,435		35,967					232,402
Depreciation expense		24,010		7,210					31,220		21,172		5,757					26,929
Amortization expense		950		390					1,340		1,068		124					1,192
Operating income		53,069		15,920					68,989		40,331		10,701					51,032

	(Unaudited)									(Unaudited)
	Nine Months Ended									Nine Months Ended
	December 31, 2005									December 31, 2004
			All									All
			Other									Other
(In thousands)	Dist.		Ops.		Elim			Combined		Dist.		Ops.		Elim			Combined
Gas and rent	$	911,914	$	311,333	$	(39,964	)	$	1,183,283	$	764,123	$	239,573	$	(35,910	)	$	967,786
Hardgoods		846,731		57,106		(4,406	)		899,431		708,988		49,390		(2,748	)		755,630
Total net sales		1,758,645		368,439		(44,370	)		2,082,714		1,473,111		288,963		(38,658	)		1,723,416
Cost of products sold, excluding deprec. expense		894,674		177,759		(44,370	)		1,028,063		744,549		129,546		(38,658	)		835,437
Selling, distribution and administrative expenses		642,473		122,700					765,173		552,312		105,048					657,360
Depreciation expense		70,338		20,177					90,515		58,738		17,733					76,471
Amortization expense		3,261		686					3,947		3,748		397					4,145
Operating income		147,899		47,117					195,016		113,764		36,239					150,003

Reconciliation of Non-GAAP Financial Measure (Unaudited)

Free Cash Flow:

Reconciliation of net cash provided by operating activities per the Consolidated Statement of Cash Flows to Free Cash Flow:

	Nine Months Ended			Nine Months Ended
(Amounts in thousands)	December 31, 2005			December 31, 2004
Net cash provided by operating activities	$	226,909		$	116,062
Less net cash provided by operating activities of NWS (1)		(15,734	)		(13,370	)
Plus:
Management fees paid by NWS (1)		912			802
Operating lease buyouts		7,386			16,700
Proceeds from sale of PP&E		4,362			3,803
Less:
Cash provided by the securitization of trade receivables		(33,600	)		(29,900	)
Capital expenditures		(153,750	)		(110,885	)
Add back capital expenditures of NWS (1)		15,635			9,348
Free Cash Flow	$	52,120		$	(7,440	)

Free Cash Flow provides investors meaningful insight into the Company’s ability to generate cash from operations, which can be used at management’s discretion for acquisitions, the prepayment of debt or to support other investing and financing activities.

⁽¹⁾ National Welders Supply Co. (“NWS”) is a consolidated corporate joint venture meeting the definition of a variable interest entity and for which the Company is the primary beneficiary as described under FIN 46R. The liabilities of NWS are non-recourse to the Company. Likewise, the cash flows in excess of a management fee paid by NWS are not available to the Company. Accordingly, the cash flows of NWS have been excluded from the Company’s non-GAAP liquidity measures.