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):
July 23, 2008

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

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 July 23, 2008, Airgas, Inc. (the “Company”) reported its earnings for its first quarter ended June 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 Measure:

The press release attached as Exhibit 99.1 contains a Free Cash Flow financial measure that is not defined under generally accepted accounting principles (GAAP). The Company presented its Free Cash Flow measure to provide investors with meaningful insight into the Company’s 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’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 9.01 Financial Statements and Exhibits

(a) None

(b) None

(c) None

(d) Exhibits.

          99.1 - - Press Release dated July 23, 2008

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.		AIRGAS EAST, INC.
(Registrant)		AIRGAS GREAT LAKES, INC.
		AIRGAS MID AMERICA, INC.
		AIRGAS NORTH CENTRAL, INC.
BY:	/s/ Thomas M. Smyth	AIRGAS SOUTH, INC.
	Thomas M. Smyth	AIRGAS MID SOUTH, INC.
	Vice President & Controller	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/ Thomas M. Smyth Thomas M. Smyth
	Vice President

DATED: July 23, 2008

EX-99.1

Exhibit 99.1

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

Investor and Media Contact:
Jay Worley (610) 902-6206
jay.worley@airgas.com

For release:      Immediately

Airgas Reports Record First Quarter EPS of $0.81

RADNOR, PA – July 23, 2008 — 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 record earnings for its first quarter ended June 30, 2008.

Quarterly net earnings grew 33% to $68.9 million, or $0.81 per diluted share, compared to $51.7 million, or $0.63 per diluted share, in the prior year. First quarter sales increased 22% from the prior year to $1.1 billion. Acquisitions contributed 15% to the increase, and total same-store sales grew 7% in the quarter, with hardgoods up 6% and gas and rent up 7%.

“Our strategic product categories, which are focused on healthcare, life sciences, research, environmental, and food and beverage markets, comprising about 40% of our sales, posted 10% organic growth in the quarter,” said Airgas Chairman and Chief Executive Officer Peter McCausland. “The strong outlook for energy and infrastructure construction continues, and export activity is still supporting U.S. manufacturers in the face of slowing domestic demand. Acquisition activity is also contributing to our growth, and we have announced more than $130 million of acquired annual revenue since our fiscal year began in April.”

Free cash flow* in the quarter was $58 million, compared to $28 million in the prior year. McCausland said, “We continue to generate strong free cash flow, which fuels our strategic growth initiatives.”

“Costs escalated in the quarter faster than we planned, but we remain committed to staying ahead of the cost curve and our recently announced pricing action should accomplish that,” McCausland continued. “We expect earnings per diluted share of $0.82 to $0.84 in the second quarter, and are updating our full- year expectations to $3.30 to $3.40 per diluted share in fiscal 2009.” The previously announced range was $3.24 to $3.40.

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The Company will conduct an earnings teleconference at 11:00 a.m. Eastern Time on Thursday, July 24. The teleconference will be available by calling (888) 277-7135. The presentation materials (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 Information” section under the “Company Information” heading on the Company’s Internet site at www.airgas.com. A webcast of the teleconference will be available live and on demand through August 25 at http://investor.shareholder.com/arg/events.cfm. A replay of the teleconference will be available through July 31. To listen, call (888) 203-1112 and enter passcode 4559826.

* See attached reconciliation and calculation of the non-GAAP free cash flow financial measure.

About Airgas, Inc.

Airgas, Inc. (NYSE: ARG), through its subsidiaries, is the largest U.S. distributor of industrial, medical, and specialty gases, and hardgoods, such as welding equipment and supplies. Airgas is also one of the largest U.S. distributors 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. More than 14,000 employees work in over 1,100 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: the strong outlook for energy and infrastructure construction; export activity for U.S. manufacturers; our commitment to manage cost increases; and expectations for fiscal 2009 earnings per diluted share of $3.30 to $3.40 and second quarter earnings per diluted share of $0.82 to $0.84. We intend 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 us or any other person that the results expressed therein will be achieved. Important factors that could cause actual

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results to differ materially from those contained in any forward-looking statement include: an economic downturn; customer acceptance of price increases; supply cost pressures; increased industry competition; our ability to successfully identify, consummate and integrate acquisitions; adverse changes in customer buying patterns; significant fluctuations in interest rates; increases in energy costs and other operating expenses; the effect of catastrophic events; political and economic uncertainties associated with current world events; and other factors described in the Company’s reports, including its Form 10-K dated March 31, 2008, and other forms filed by the Company with the Securities and Exchange Commission.

Consolidated statements of earnings, condensed consolidated balance sheets, consolidated statements of cash flows, and a reconciliation of the non-GAAP free cash flow financial measure follow.

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

	Three Months Ended
	June 30,
	2008			2007
Net sales	$	1,116,701		$	915,099
Costs and expenses:
Cost of products sold (excl. deprec.)		537,695			437,978
Selling, distribution and administrative expenses		390,645			321,412
Depreciation		48,097			41,565
Amortization		5,405			2,907
Total costs and expenses		981,842			803,862
Operating income		134,859			111,237
Interest expense, net		(19,084	)		(20,508	)
Discount on securitization of trade receivables (b)		(2,984	)		(4,119	)
Other income (expense), net		317			(84	)
Earnings before income tax expense and minority interest		113,108			86,526
Income tax expense		(44,225	)		(34,095	)
Minority interest in earnings of consolidated affiliate		—			(711	)
Net earnings	$	68,883		$	51,720
Net earnings per common share (c):
Basic earnings per share	$	0.83		$	0.65
Diluted earnings per share	$	0.81		$	0.63
Weighted average shares outstanding (c):
Basic		82,687			79,004
Diluted		85,017			83,630

See attached Notes.

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

	(Unaudited) June 30,		March 31,
	2008		2008
ASSETS
Cash	$	64,946	$	43,048
Trade receivables, net (b)		194,456		183,569
Inventories, net		340,939		330,732
Deferred income tax asset, net		23,475		22,258
Prepaid expenses and other current assets		58,235		67,110
TOTAL CURRENT ASSETS		682,051		646,717
Plant and equipment, net		2,235,256		2,194,870
Goodwill		977,985		969,059
Other intangible assets, net		160,828		148,998
Other non-current assets		34,384		27,620
TOTAL ASSETS	$	4,090,504	$	3,987,264
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable, trade	$	180,129	$	185,111
Accrued expenses and other current liabilities		279,084		288,883
Current portion of long-term debt		43,458		40,400
TOTAL CURRENT LIABILITIES		502,671		514,394
Long-term debt		1,537,696		1,539,648
Deferred income tax liability, net		472,180		439,782
Other non-current liabilities		68,746		80,104
Stockholders’ equity		1,509,211		1,413,336
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	4,090,504	$	3,987,264

See attached Notes.

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

	Three Months Ended			Three Months Ended
	June 30, 2008			June 30, 2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings	$	68,883		$	51,720
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation		48,097			41,565
Amortization		5,405			2,907
Deferred income taxes		23,455			15,297
(Gain) loss on sales of plant and equipment		(12	)		749
Minority interest in earnings		—			711
Stock-based compensation expense		7,973			5,890
Changes in assets and liabilities, excluding effects of business acquisitions:
Securitization of trade receivables		—			20,600
Trade receivables, net		(6,526	)		(9,816	)
Inventories, net		(9,874	)		(10,142	)
Prepaid expenses and other current assets		2,563			5,447
Accounts payable, trade		(7,451	)		(13,700	)
Accrued expenses and other current liabilities		(3,613	)		(6,506	)
Other non-current assets		(542	)		(2,001	)
Other non-current liabilities		261			(194	)
Net cash provided by operating activities		128,619			102,527
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(85,564	)		(63,389	)
Proceeds from sales of plant and equipment		3,329			2,006
Business acquisitions and holdback settlements (a)		(21,680	)		(317,451	)
Other, net		(1,518	)		(320	)
Net cash used in investing activities		(105,433	)		(379,154	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings		594,109			470,661
Repayment of debt		(596,080	)		(183,383	)
Purchase of treasury stock		(4,613	)		—
Financing costs		(5,000	)		—
Minority interest in earnings		—			(711	)
Stock issued for the employee stock purchase plan		3,934			3,171
Tax benefit realized from the exercise of stock options		7,280			4,660
Proceeds from the exercise of stock options		9,927			6,945
Dividends paid to stockholders		(10,040	)		(7,102	)
Change in cash overdraft		(805	)		(2,024	)
Net cash (used in) provided by financing activities		(1,288	)		292,217
Change in cash	$	21,898		$	15,590
Cash – Beginning of period		43,048			25,931
Cash – End of period	$	64,946		$	41,521

See attached Notes.

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Notes:
(a)	During the three months ended June 30, 2008, the Company purchased three businesses, including two associated with the distribution of packaged gases and related hardgoods products and one international acquisition related to the rental of welding equipment. The three acquired businesses generate aggregate annual revenues of approximately $21 million. A total of $21.7 million was paid for the acquisitions and the settlement of holdback liabilities associated with prior acquisitions.
(b)	The Company participates in a securitization agreement with three commercial banks to sell up to $360 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 $360 million at both June 30, 2008 and March 31, 2008.
(c)	The tables below present the computation of basic and diluted earnings per share:

	(Unaudited)
	Three Months Ended
	June 30,
(In thousands, except per share amounts)	2008		2007
Basic Earnings per Share Computation
Numerator
Net earnings	$	68,883	$	51,720
Denominator
Basic shares outstanding		82,687		79,004
Basic earnings per share	$	0.83	$	0.65
Diluted Earnings per Share Computation
Numerator
Net earnings	$	68,883	$	51,720
Plus: Preferred stock dividends (1)		—		711
Plus: Income taxes on earnings of National Welders (1)		—		245
Net earnings assuming preferred stock conversion	$	68,883	$	52,676
Denominator
Basic shares outstanding		82,687		79,004
Incremental shares from assumed conversions:
Stock options and options under the employee stock purchase plan		2,330		2,299
Preferred stock of National Welders (1)		—		2,327
Diluted shares outstanding		85,017		83,630
Diluted earnings per share	$	0.81	$	0.63

(1) On July 3, 2007, the preferred stockholders of the National Welders joint venture exchanged their preferred stock for common stock of Airgas (the “NWS Exchange Transaction”). Prior to July 3, 2007, the preferred stockholders of National Welders had 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 for approximately 2.3 million shares of Airgas common stock. If Airgas common stock had a market value of $24.45 per share or greater, exchange of the preferred stock was assumed because it provided greater value to the preferred stockholders. Based on the

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	assumed exchange of the preferred stock for Airgas common stock, the 2.3 million shares were included in the diluted shares outstanding.
	The National Welders preferred stockholders earned a 5% dividend, recognized as “Minority interest in earnings of consolidated affiliate.” Upon the exchange of the preferred stock for Airgas common stock, the dividend was no longer paid to the preferred stockholders, resulting in additional net earnings for Airgas. For the periods in which the exchange was assumed, the 5% preferred stock dividend was added back to net earnings in the diluted earnings per share computation.
	For periods prior to the NWS Exchange Transaction, the earnings of National Welders for tax purposes were treated as a deemed dividend to Airgas, net of an 80% dividend exclusion. Upon the exchange of National Welders preferred stock for Airgas common stock, National Welders became a 100% owned subsidiary of Airgas. As a 100% owned subsidiary, the net earnings of National Welders are not subject to additional tax at the Airgas level. For the period in which the exchange was assumed, the additional tax was added back to net earnings in the diluted earnings per share computation.
(d)	Business segment information for the Company’s Distribution and All Other Operations segments is shown below:

	(Unaudited)									(Unaudited)
	Three Months Ended									Three Months Ended
	June 30, 2008									June 30, 2007
			All									All
			Other									Other
(In thousands)	Distribution		Ops.		Elim.			Total		Distribution		Ops.		Elim.			Total
Gas and rent	$	497,404	$	208,747	$	(49,241	)	$	656,910	$	411,281	$	164,013	$	(33,040	)	$	542,254
Hardgoods		429,813		32,306		(2,328	)		459,791		351,355		22,946		(1,456	)		372,845
Total net sales		927,217		241,053		(51,569	)		1,116,701		762,636		186,959		(34,496	)		915,099
Cost of products sold, excluding deprec. expense		463,072		126,192		(51,569	)		537,695		381,996		90,478		(34,496	)		437,978
Selling, distribution and administrative expenses		310,260		80,385		—			390,645		258,822		62,590		—			321,412
Depreciation		36,790		11,307		—			48,097		30,344		11,221		—			41,565
Amortization		4,281		1,124		—			5,405		2,085		822		—			2,907
Operating income	$	112,814	$	22,045	$	—		$	134,859	$	89,389	$	21,848	$	—		$	111,237

(e) Certain reclassifications have been made to prior period consolidated financial statements to conform to the current presentation.

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Reconciliation of Non-GAAP Financial Measure (Unaudited)

Free Cash Flow:

Reconciliation and computation of free cash flow:

	Three Months Ended
	June 30,
(Amounts in thousands)	2008			2007(1)
Net cash provided by operating activities	$	128,619		$	102,527
Plus:
Operating lease buyouts		—			114
Proceeds from sales of plant and equipment		3,329			2,006
Tax benefit realized from the exercise of stock options		7,280			4,660
Stock issued for the employee stock purchase plan		3,934			3,171
Less:
Cash provided by the securitization of trade receivables		—			(20,600	)
Capital expenditures		(85,564	)		(63,389	)
Free Cash Flow	$	57,598		$	28,489

(1) With the July 3, 2007 NWS Exchange Transaction, the Company’s Free Cash Flow metric was modified to include the cash flows of National Welders in all periods for a more meaningful presentation.

Management believes that Free Cash Flow provides investors 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. Non-GAAP numbers should be read in conjunction with the GAAP financial measures, as non-GAAP metrics are merely a supplement to, and not a replacement for, GAAP financial measures. It should be noted as well that our Free Cash Flow metric may be different from Free Cash Flow metrics provided by other companies.