8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): May 1, 2012


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)

(610) 687-5253
(Registrant's telephone number, including area code)

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:

⃞ 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))

Item 2.02 Results of Operations and Financial Condition.

On May 3, 2012, Airgas, Inc. (“Airgas” or the “Company”) reported its earnings for its fourth quarter ended March 31, 2012, as described in the press release attached as Exhibit 99.1 and incorporated herein by reference.

The information contained in this Item 2.02 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 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 Adjusted Earnings per Diluted Share metric to provide investors meaningful insight into the Company’s earnings performance without the impact of Business Support Center restructuring charges and related costs, asset impairment charges, costs and benefits related to Air Products’ unsolicited takeover attempt, multi-employer pension plan withdrawal charges, income tax benefits related to the LLC reorganization and foreign tax liability true-up, debt extinguishment charges and a one-time interest penalty.  The Company presented its Adjusted Effective Tax Rate metric to help investors assess the Company's effective tax rate without the impact of income tax benefits resulting from the LLC reorganization and a foreign tax liability true-up, and income tax impacts related to other special items. The Company presented Adjusted Operating Margin computations to help investors assess the Company’s operating performance without the impact of Business Support Center restructuring charges and related costs, asset impairment charges, costs and benefits related to Air Products’ unsolicited takeover attempt, and multi-employer pension plan withdrawal charges.  The Company presented Return on Capital to help investors assess how effectively the Company uses the capital invested in its operations.  The Company presented Free Cash Flow and Adjusted Cash From Operations to provide investors meaningful insight into the Company’s ability to generate cash from operations without the impact of cash used related to Air Products’ unsolicited takeover attempt and multi-employer pension plan withdrawals, which is available for servicing debt obligations and for the execution of its business strategies, including acquisitions, the repayment of debt, the payment of dividends, 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 such information 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 3, 2012, Airgas announced (1) the transition of Peter McCausland from Chairman, President and Chief Executive Officer of Airgas to Executive Chairman immediately following the 2012 Annual Meeting of Stockholders in mid-August 2012 (the “Transition Date”), (2) the transition of Michael Molinini from Executive Vice President and Chief Operating Officer to President and Chief Executive Officer of Airgas effective as of the Transition Date, and (3) the expansion of the Board of Directors to 11 members and the election of Mr. Molinini to the Board effective immediately. The press release announcing the leadership transition is attached as Exhibit 99.2 and is incorporated herein by reference.

As of the Transition Date, Mr. Molinini will continue to lead the Company’s operations and information technology initiatives, while also assuming responsibility for finance and human resources. Mr. Molinini will continue to report to Mr. McCausland. In his role as Executive Chairman, Mr. McCausland will continue to lead the development of Airgas’ growth strategies and to serve as Chairman of the Company’s Management Committee. He will also retain responsibility for corporate development, risk management and governance. Mr. McCausland’s compensation will continue as described under the headings “Compensation Discussion and Analysis” and “Executive Compensation” in the Company’s proxy statement filed with the Securities and Exchange Commission on July 20, 2011, except as may be determined by the Governance and Compensation Committee of the Board.  Effective on the Transition Date, Mr. Molinini will receive an increase in his annual base salary to $850,000 and an increase in his annual cash incentive award target to 100% of his annual base salary.

Mr. McCausland, age 62, has been an Airgas director from June 1986 until September 15, 2010 and from September 23, 2010 to the present and has served as Chairman of the Board from 1987 to September 15, 2010 and from August 29, 2011 to the present.  Mr. McCausland has also served as the Chief Executive Officer of Airgas since May 1987 and President of Airgas from June 1986 to August 1988, from April 1993 to November 1995, from April 1997 to January 1999 and from January 2005 to the present. Mr. McCausland serves as a director of the Fox Chase Cancer Center, the Independence Seaport Museum and The Philadelphia Orchestra. Mr. McCausland also serves on the Board of Visitors of the Boston University School of Law and the College of Arts and Sciences of the University of South Carolina.

Mr. Molinini, age 61, has been Executive Vice President and Chief Operating Officer since January 2005. Prior to that time, Mr. Molinini served as Senior Vice President - Hardgoods Operations from August 1999 to January 2005, with company-wide responsibility for directing sales and marketing, procurement, and distribution center logistics, and as Vice President - Airgas Direct Industrial from April 1997 to July 1999, leading the build out of Airgas' hardgoods supply chain, including development of the Radnor private label program. Prior to joining Airgas, Mr. Molinini served as Vice President of Marketing of National Welders Supply Company, Inc. (“National Welders”), an Airgas joint venture, from 1991 to 1997, where he managed all gases and hardgoods sales and marketing programs.

Item 9.01 Financial Statements and Exhibits.

(a) None

(b) None

(c) None

(d) Exhibits.

99.1 - Press Release dated May 3, 2012, reporting the Company’s earnings

99.2 - Press Release dated May 3, 2012, announcing the Company’s leadership transition

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:	May 3, 2012	AIRGAS, INC.
		(Registrant)
	BY:	/s/ Robert H. Young, Jr.
		Robert H. Young, Jr.
		Senior Vice President, General Counsel and Secretary

Exhibit Index

99.1	-	Press Release dated May 3, 2012, reporting the Company's earnings
99.2	-	Press Release dated May 3, 2012, announcing the Company's leadership transition

EX-99.1

Exhibit 99.1

Airgas Reports Record Fiscal Fourth Quarter and Full Year Earnings

• Record fourth quarter adjusted diluted EPS* of $1.11, up 26% over prior year
• Fourth quarter same-store sales up 11% over prior year
• Return on capital* of 12.5%, up 60 basis points over prior year
• Record full-year adjusted diluted EPS* of $4.11, up 23% over prior year
• Fiscal year 2013 adjusted diluted EPS* guidance of $4.70 to $4.85

RADNOR, Pa.--(BUSINESS WIRE)--May 3, 2012--Airgas, Inc. (NYSE: ARG), the largest U.S. distributor of industrial, medical, and specialty gases, and related supplies, today reported strong performance in sales, operating income, and earnings for its fourth quarter ended March 31, 2012. Business trends reflect growth across the Company’s diverse customer base with particular strength in large manufacturing, petrochemical, and energy customers.

Fourth quarter adjusted earnings per diluted share* were a record $1.11, an increase of 26% from $0.88 in the prior year. Results included SAP implementation costs and depreciation expense of $0.09 and $0.04 per diluted share for the current and prior year quarters, respectively, and the current quarter reflected the benefit of share repurchases which offset the incremental SAP costs.

	Fourth Quarter							Full Year
	FY2012			FY2011		% Change		FY2012			FY2011		% Change
Earnings per diluted share (GAAP)	$	1.12		$	0.74	51	%	$	4.00		$	2.94	36	%
Restructuring and other special charges		0.05			-				0.19			-
Costs (benefits) related to unsolicited takeover attempt		-			0.14				(0.06	)		0.33
Multi-employer pension plan withdrawal charges		-			-				0.04			0.03
Income tax benefits **		(0.06	)		-				(0.06	)		-
Loss on early extinguishment of debt		-			-				-			0.03
One-time interest penalty		-			-				-			0.02
Adjusted earnings per diluted share (non-GAAP)	$	1.11		$	0.88	26	%	$	4.11		$	3.35	23	%

** The Company’s adjusted effective tax rate*, which excludes the $0.06 per diluted share benefit to the Company’s income taxes resulting from the LLC reorganization and a foreign tax liability true-up, was 36.2% for the current quarter and 37.3% for the year ended March 31, 2012. Refer to footnote (f) for additional details.

“Our performance was very strong this quarter across most of our core business, with particular strength in manufacturing, petrochemical and energy customers, and noticeable improvement in our construction customer base, despite a weak new project market,” said Airgas Chief Executive Officer Peter McCausland. “Our product line adjacency businesses also performed well relative to our expectations, highlighted by strong pre-season demand in our refrigerants business that contributed nicely to our earnings this quarter.”

Fourth quarter sales were $1.24 billion, an increase of 13% over the prior year. Same-store sales grew 11% in the quarter, with hardgoods up 15% and gas and rent up 9%. Acquisitions contributed sales growth of 2% in the quarter. Sequentially, total sales increased 8% from the third quarter, reflecting the impact of two additional selling days, the falloff of the holiday impact, and continued business growth. Sequentially, sales per day increased 4% from the third quarter on a consolidated basis and increased 3% in the Distribution business segment.

Adjusted operating margin* of 12.2% for the fourth quarter included 90 basis points of impact from SAP implementation costs and depreciation expense. Prior year adjusted operating margin* of 12.2% included only 50 basis points of impact from SAP implementation costs and depreciation expense.

“The strength of our hardgoods same-store sales growth relative to gas and rent, and the sales mix shift within hardgoods to welding and automation equipment, reflect the continued modest expansion and reinvestment we’re seeing by larger customers in the manufacturing-intensive regions of the U.S.,” said Airgas Chief Operating Officer Michael L. Molinini. “While the mix shift has a dilutive effect on our gross margin, we have continued to leverage our national footprint and industry-leading platform to increase our underlying operating margin and expand our return on capital* to 12.5% this quarter, 60 basis points over the prior year. A continuation of current business trends, coupled with the future benefits of our SAP implementation, indicates very attractive prospects for Airgas.”

For the full year, sales increased 12% from the prior year to $4.7 billion. Total same-store sales increased 10%, with hardgoods up 14% and gas and rent up 7%, while acquisitions contributed 2% sales growth for the year.

Full year adjusted earnings per diluted share* were a record $4.11, an increase of 23% from $3.35 in the prior year. Results included SAP implementation costs and depreciation expense of $0.34 and $0.14 per diluted share for the current and prior year, respectively, and the current year reflected the benefit of share repurchases, which offset the incremental SAP costs.

“Our record sales and earnings performance this year is a testament to the value of our investment in organic growth initiatives such as our Strategic Accounts program, as well as our strong operating culture and customer-centric approach to doing business,” said McCausland. “Our acquisition pipeline continues to improve, and in fiscal 2012 we acquired eight businesses with aggregate annual revenues of more than $106 million, including our recent purchase of Nordan Smith with 17 locations across Mississippi, Arkansas, and Alabama.”

Free cash flow* for the year was $262 million, compared to $387 million in the prior year, and adjusted cash from operations* was $593 million for the year, compared to $617 million in the prior year. The decrease in free cash flow from the prior year reflects an increase in capital expenditures and working capital to support strong sales growth.

During the fiscal 2011 fourth quarter, the Company completed a $300 million share repurchase program, repurchasing 4.78 million shares at an average price of $62.76. During the first quarter of fiscal 2012, the Company completed an additional $300 million share repurchase program, repurchasing 4.46 million shares at an average price of $67.19.

Guidance

The Company expects adjusted earnings per diluted share* for the first quarter of fiscal 2013 to increase 12% to 16% from $1.00 in the prior year to $1.12 to $1.16, which includes $0.08 of SAP implementation costs and depreciation expense in both periods.

For fiscal 2013, the Company expects adjusted earnings per diluted share* to increase 14% to 18% from $4.11 in fiscal 2012 to $4.70 to $4.85, which includes approximately $0.12 to $0.16 of SAP implementation costs and depreciation expense, net of expected benefits. Fiscal 2012 adjusted earnings per diluted share* included $0.34 of SAP implementation costs and depreciation expense.

Fiscal 2013 guidance excludes restructuring charges related to the consolidation of our regional accounting and administrative functions into four Business Support Centers, which are expected to approximate a net charge of $0.02 in the first quarter and $0.06 for the full year. Special gains and charges in fiscal 2012 were a net total charge of $0.11.

The Company will conduct an earnings teleconference at 10:00 a.m. Eastern Time on Thursday, May 3. The teleconference will be available by calling (888) 587-0615. 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 of the Company’s website at www.airgas.com. A webcast of the teleconference will be available live and on demand through June 1 at http://investor.shareholder.com/arg/events.cfm. A replay of the teleconference will be available through May 11. To listen, call (888) 203-1112 and enter passcode 9254540.

* See attached reconciliations and calculations of the non-GAAP adjusted earnings per diluted share, adjusted effective tax rate, adjusted operating margin, adjusted cash from operations, free cash flow, and return on capital.

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 a leading U.S. producer of atmospheric gases, carbon dioxide, dry ice, and nitrous oxide, one of the largest U.S. distributors of safety products, and a leading U.S. distributor of refrigerants, ammonia products, and process chemicals. More than 15,000 employees work in approximately 1,100 locations, including branches, retail stores, gas fill plants, specialty gas labs, production facilities and distribution centers. Airgas also markets 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.

This press release contains statements that are forward looking, as that term is defined by the Private Securities Litigation Reform Act of 1995 or by the SEC in its rules, regulations and releases. These statements include, but are not limited to: expectations for adjusted earnings per diluted share to be in the range of $1.12 to $1.16 (which includes $0.08 of SAP implementation costs and depreciation expense, compared to $0.08 in the prior year) for the first quarter of fiscal 2013, and in the range of $4.70 to $4.85 (which includes approximately $0.12 to $0.16 of SAP implementation costs and depreciation expense, net of expected benefits); expectations for restructuring charges related to the consolidation of our regional accounting and administrative functions into four Business Support Centers of $0.02 for the first quarter of fiscal 2013 and $0.06 for fiscal year 2013; expectations regarding SAP implementation risk, and the timing and magnitude of SAP implementation costs to be incurred and benefits to be achieved; and expectations for the continuation of current business trends, the Company’s future prospects, the value of the Company’s organic growth initiatives, and the continuing improvement of the Company’s acquisition pipeline. Forward-looking statements also include any statement that is not based on historical fact, including statements containing the words "believes," "may," "plans," "will," "could," "should," "estimates," "continues," "anticipates," "intends," "expects," and similar expressions. 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. Airgas assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law. Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include: adverse changes in customer buying patterns resulting from deterioration in current economic conditions; weakening in the operating and financial performance of our customers, which could negatively impact our sales and our ability to collect our accounts receivable; postponement of projects due to economic developments; customer acceptance of price increases; our ability to achieve anticipated acquisition synergies; supply cost pressures; increased industry competition; our ability to successfully identify, consummate, and integrate acquisitions; our continued ability to access credit markets on satisfactory terms; significant fluctuations in interest rates; increases in energy costs and other operating expenses eroding planned cost savings; higher than expected implementation costs of the SAP system; conversion problems related to the SAP system that disrupt our business and negatively impact customer relationships; higher than expected costs related to restructuring and Business Support Center transition; the impact of tightened credit markets on our customers; the impact of changes in tax and fiscal policies and laws; the potential for increased expenditures relating to compliance with environmental regulatory initiatives; the impact of new environmental, healthcare, tax, accounting, and other regulation; the economic recovery in the U.S.; 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 March 31, 2011 Form 10-K, subsequent Forms 10-Q, and other forms filed by the Company with the SEC.

Consolidated statements of earnings, condensed consolidated balance sheets, consolidated statements of cash flows, and reconciliations of non-GAAP financial measures follow below.

AIRGAS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts in thousands, except per share data)
(Unaudited)
	Three Months Ended						Year Ended
	March 31,						March 31,
	2012			2011			2012			2011
Net sales	$	1,241,149		$	1,102,684		$	4,746,283		$	4,251,467
Costs and expenses:
Cost of products sold (excluding depreciation) (a)		572,148			504,298			2,175,430			1,913,280
Selling, distribution and administrative expenses (b)		447,836			398,947			1,727,769			1,574,072
Restructuring and other special charges (c)		6,187			-			24,448			-
Costs (benefits) related to unsolicited takeover attempt (d)		-			18,374			(7,870	)		44,406
Depreciation		62,852			58,773			245,076			225,383
Amortization		6,368			6,492			25,209			25,135
Total costs and expenses		1,095,391			986,884			4,190,062			3,782,276
Operating income		145,758			115,800			556,221			469,191
Interest expense, net		(16,522	)		(14,239	)		(66,337	)		(60,054	)
Losses on the extinguishment of debt (e)		-			-			-			(4,162	)
Other income, net		758			680			2,282			1,958
Earnings before income taxes		129,994			102,241			492,166			406,933
Income taxes (a) (f)		(42,027	)		(39,486	)		(178,792	)		(156,669	)
Net earnings (a)	$	87,967		$	62,755		$	313,374		$	250,264
Net earnings per common share:
Basic earnings per share (a)	$	1.15		$	0.76		$	4.09		$	3.00
Diluted earnings per share (a)	$	1.12		$	0.74		$	4.00		$	2.94
Weighted average shares outstanding:
Basic		76,446			82,714			76,586			83,487
Diluted		78,352			84,395			78,324			85,252
See attached Notes.

AIRGAS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
(Unaudited)
	March 31,		March 31,
	2012		2011
ASSETS
Cash	$	44,663	$	57,218
Trade receivables, net		652,439		550,262
Inventories, net (a)		408,438		372,375
Deferred income tax asset, net		49,617		50,132
Prepaid expenses and other current assets		119,049		100,531
TOTAL CURRENT ASSETS		1,274,206		1,130,518
Plant and equipment, net		2,616,059		2,455,758
Goodwill		1,163,803		1,117,336
Other intangible assets, net		214,204		197,168
Other non-current assets		52,313		44,974
TOTAL ASSETS	$	5,320,585	$	4,945,754
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable, trade	$	174,868	$	163,091
Accrued expenses and other current liabilities		356,344		391,544
Short-term debt (g)		388,452		-
Current portion of long-term debt		10,385		9,868
TOTAL CURRENT LIABILITIES		930,049		564,503
Long-term debt, excluding current portion (h)		1,761,902		1,842,994
Deferred income tax liability, net (a)		793,957		726,797
Other non-current liabilities		84,419		70,548
Stockholders’ equity (a)		1,750,258		1,740,912
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	5,320,585	$	4,945,754
See attached Notes.

AIRGAS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
	Year Ended
	March 31,
	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings (a)	$	313,374		$	250,264
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation		245,076			225,383
Amortization		25,209			25,135
Impairment		4,250			-
Deferred income taxes (a)		68,552			69,640
Loss on sales of plant and equipment		247			976
Stock-based compensation expense		25,608			23,669
Losses on the extinguishment of debt (e)		-			4,162
Changes in assets and liabilities, excluding effects of business acquisitions:
Securitization of trade receivables (i)		-			(295,000	)
Trade receivables, net		(89,976	)		(66,216	)
Inventories, net (a)		(29,307	)		(29,446	)
Prepaid expenses and other current assets		(14,965	)		(3,586	)
Accounts payable, trade		9,980			6,043
Accrued expenses and other current liabilities		(55,294	)		65,504
Other non-current assets		2,795			1,427
Other non-current liabilities		857			(2,654	)
Net cash provided by operating activities		506,406			275,301
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(356,514	)		(256,030	)
Proceeds from sales of plant and equipment		16,365			15,844
Business acquisitions and holdback settlements		(160,115	)		(21,186	)
Other, net		(1,830	)		(395	)
Net cash used in investing activities		(502,094	)		(261,767	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in short-term debt (g)		388,368			-
Proceeds from borrowings of long-term debt		1,066,526			1,403,010
Repayment of long-term debt		(1,149,106	)		(1,072,417	)
Financing costs		(4,567	)		(8,598	)
Premium paid on call of senior subordinated notes (e)		-			(3,175	)
Purchase of treasury stock (j)		(300,000	)		(300,000	)
Proceeds from the exercise of stock options		36,619			22,092
Stock issued for the Employee Stock Purchase Plan		15,256			14,997
Tax benefit realized from the exercise of stock options		17,516			8,444
Dividends paid to stockholders		(95,323	)		(83,797	)
Change in cash overdraft		7,844			16,127
Net cash used in financing activities		(16,867	)		(3,317	)
Change in cash	$	(12,555	)	$	10,217
Cash – Beginning of period		57,218			47,001
Cash – End of period	$	44,663		$	57,218
See attached Notes.

Notes:
a)	As a result of the Company’s operating realignment into four divisions, the Company initiated a related change in its legal entity structure on January 1, 2012 whereby the majority of Airgas’ distribution businesses have merged or will merge into a single limited liability company (“LLC”) of which the Company is the sole member. The new legal structure necessitated conformance of certain of the Company’s accounting policies, including those around inventory valuation. As a result, the Company changed its method of accounting for the portion of its hardgoods inventory valued using the last-in, first-out ("LIFO") method to the average-cost method. The Company believes the average-cost method provides a more meaningful presentation of financial position because it reflects the impact of more recent costs in the balance sheet. The Company applied this change in accounting principle through retrospective application to the current and prior years' financial statements. Hardgoods inventory valued under the LIFO method prior to the change totaled $36 million, or 9%, of the Company’s total inventory. The impact of the change led to increases in operating income of $1.0 million and $0.8 million for the years ended March 31, 2012 and 2011, respectively, and increases in diluted EPS of $0.01 for each of the years ended March 31, 2012 and 2011.
b)	As collective bargaining agreements (“CBAs”) came up for renewal, the Company actively negotiated the withdrawal from multi-employer defined benefit pension plans (“MEPP”) replacing those retirement plans for CBA employees with defined contribution plans. As part of the withdrawal from a MEPP, the Company is required to fund its portion of the MEPP’s unfunded pension obligation. The withdrawal liability assessed by a MEPP is impacted by a number of factors, including investment returns, benefit levels, and continued participation by other employers in the MEPP. Total MEPP withdrawal charges for the year ended March 31, 2012 were $4.3 million. MEPP withdrawal charges for the year ended March 31, 2011 were $4.6 million. These charges are reflected in selling, distribution and administrative expenses. The Company has successfully negotiated its withdrawal from all MEPPs in which it previously participated and has fully accrued for the related withdrawal assessments. Also included within selling, distribution and administrative expenses are costs related to the Company’s SAP implementation of $8.9 million and $5.0 million for the three months ended March 31, 2012 and 2011, respectively. SAP implementation costs of $33.0 million and $16.4 million were included in the consolidated results for the years ended March 31, 2012 and 2011, respectively.
c)	In May 2011, the Company announced its plan to realign its twelve regional distribution companies into four new divisions, and to consolidate its regional company accounting and certain administrative functions into four newly created Business Support Centers. During the three months ended June 30, 2011, the Company recorded restructuring charges of $13.3 million associated with severance benefits expected to be paid under the Airgas, Inc. Severance Pay Plan to employees whose jobs are eliminated as a result of the realignment. During the three- month periods ended December 31, 2011 and March 31, 2012, the Company recorded additional restructuring and other related costs of $2.4 million and $4.4 million, respectively, primarily related to facility closure, transition staffing, and legal costs associated with the realignment. In August 2011, the Company received 24 months notice that a supplier’s hydrogen plant, which generates CO2 as a by-product that serves as the feedstock for the Company’s co-located liquid CO2 plant, will cease operations in calendar year 2013. The Company expects the hydrogen plant to continue to supply the feedstock for its liquid CO2 plant during the intervening period. As a result of an impairment analysis performed on the assets at this location, Airgas recorded a charge of $2.5 million for the three months ended September 30, 2011. In March 2012, the Company re-evaluated its plan for the operation of one of its smaller and less efficient air separation units (“ASU”) over the long-term. As a result of an impairment analysis performed on the assets at this location, the Company recorded a charge of $1.8 million for the three months ended March 31, 2012. Total restructuring and other special charges for the year ended March 31, 2012 were $24.4 million.
d)	On February 11, 2010, Air Products & Chemicals, Inc. (“Air Products”) initiated an unsolicited tender offer for all of the Company’s outstanding shares of common stock. In connection with this unsolicited tender offer, Air Products filed an action against the Company and members of its Board in the Delaware Court of Chancery. On February 15, 2011, the Delaware Court of Chancery denied in their entirety all requests for relief by Air Products and dismissed with prejudice all claims asserted against the Company and its directors. Air Products promptly terminated its unsolicited tender offer and no appeal of the Court’s decision was filed. In connection with the unsolicited tender offer and related litigation, the Company incurred on a cumulative basis a net $60.0 million of legal and professional fees and other costs. Total benefits of $7.9 million were recognized during the year ended March 31, 2012 from lower than previously estimated net costs related to the unsolicited takeover attempt. During the three months and year ended March 31, 2011, the Company incurred $18.4 million and $44.4 million of unsolicited takeover attempt costs, respectively.

e)	During the prior year, the Company terminated its $1.7 billion credit facility (the “Prior Credit Facility”) which was scheduled to mature on July 25, 2011, and entered into a new $750 million credit facility (the “Credit Facility”) scheduled to mature on September 13, 2014. In connection with the early termination of its Prior Credit Facility, the Company recognized a loss of $0.6 million associated with the write-off of deferred financing costs. Additionally during the prior year, the Company repurchased $30 million of its 7.125% senior subordinated notes that mature on October 1, 2018. The repurchase resulted in a loss on the extinguishment of debt of $3.6 million related to the redemption premium and the write-off of deferred financing costs associated with the issuance of the notes, bringing the total losses on the extinguishment of debt to $4.2 million for the year ended March 31, 2011.
f)	During the three months ended March 31, 2012, the Company recognized a $4.9 million ($0.06 per diluted share) tax benefit related to the LLC reorganization (Note a) and a true-up of its foreign tax liability, the impact of which is reflected in the Company’s effective tax rate. The LLC reorganization enables the Company to realize certain state tax benefits that previously required a valuation allowance. The Company’s adjusted effective tax rate*, which excludes the $0.06 per diluted share benefit to the Company’s income taxes, was 36.2% for the current quarter and 37.3% for the year ended March 31, 2012.
g)	In October 2011, the Company commenced a $750 million commercial paper program supported by its Credit Facility. This program allows the Company to obtain favorable short-term borrowing rates with maturities that may vary, but will generally not exceed 90 days from the date of issue. The Company has used proceeds from the commercial paper program to pay down amounts outstanding under its Credit Facility and for general corporate purposes. At March 31, 2012, $388 million was outstanding under the commercial paper program.
h)	On July 19, 2011, the Company amended and restated its Credit Facility, extending the maturity date to July 19, 2016 and reducing the applicable rates. All other significant terms of the Credit Facility, including the size of the facility, remained unchanged. Including the borrowings under the commercial paper program, approximately $273 million was available to the Company under the Credit Facility at March 31, 2012.
i)	On April 1, 2010, the Company adopted new accounting guidance that affected the presentation of its trade receivables securitization program. As a result of implementing the new guidance, funding under the agreement of $295 million on April 1, 2010 was reflected in the statement of cash flows as a use of cash from the securitization of trade receivables in operating activities and as a source of cash in financing activities.
j)	During the three months ended June 30, 2011, the Company completed a $300 million share repurchase program announced on May 5, 2011, repurchasing 4.46 million shares on the open market at an average price of $67.19. During the fourth quarter of the prior year, the Company also completed a $300 million share repurchase program by repurchasing 4.78 million of its shares on the open market at an average price of $62.76.
k)	Business segment information for the Company’s Distribution and All Other Operations business segments is presented below. Business segment operating results for the prior periods were adjusted for the retrospective application of the LIFO-to-average-cost change in accounting principle implemented during the three months ended March 31, 2012. Although corporate operating expenses are generally allocated to each business segment based on sales dollars, the Company reports expenses (excluding depreciation) related to the implementation of its SAP system under selling, distribution and administrative expenses in the eliminations and other column below. Costs associated with the Company’s withdrawal from various MEPPs are also reported under selling, distribution and administrative expenses in the eliminations and other column below. Additionally, the Company’s restructuring and other special charges and the legal, professional and other costs (benefits) incurred as a result of Air Products’ unsolicited takeover attempt are not allocated to the Company’s business segments. These costs (benefits) are also reflected in the eliminations and other column below.

	(Unaudited)										(Unaudited)
	Three Months Ended										Three Months Ended
	March 31, 2012										March 31, 2011
			All										All
			Other		Elim.								Other		Elim.
(In thousands)	Dist.		Ops.		& Other			Total			Dist.		Ops.		& Other			Total
Gas and rent	$	634,930	$	138,556	$	(9,200	)	$	764,286		$	588,664	$	110,834	$	(7,266	)	$	692,232
Hardgoods		475,294		1,570		(1	)		476,863			408,643		1,812		(3	)		410,452
Total net sales		1,110,224		140,126		(9,201	)		1,241,149			997,307		112,646		(7,269	)		1,102,684
Cost of products sold (excluding depreciation)		504,943		76,406		(9,201	)		572,148			447,146		64,421		(7,269	)		504,298
Selling, distribution and administrative expenses		396,954		41,945		8,937			447,836			359,455		34,508		4,984			398,947
Restructuring and other special charges		-		-		6,187			6,187			-		-		-			-
Costs (benefits) related to unsolicited takeover attempt		-		-		-			-			-		-		18,374			18,374
Depreciation		57,696		5,156		-			62,852			54,830		3,943		-			58,773
Amortization		5,064		1,304		-			6,368			5,327		1,165		-			6,492
Operating income	$	145,567	$	15,315	$	(15,124	)	$	145,758		$	130,549	$	8,609	$	(23,358	)	$	115,800
	(Unaudited)										(Unaudited)
	Year Ended										Year Ended
	March 31, 2012										March 31, 2011
			All										All
			Other		Elim.								Other		Elim.
(In thousands)	Dist.		Ops.		& Other			Total			Dist.		Ops.		& Other			Total
Gas and rent	$	2,462,232	$	543,111	$	(37,784	)	$	2,967,559		$	2,272,215	$	465,803	$	(30,702	)	$	2,707,316
Hardgoods		1,772,637		6,102		(15	)		1,778,724			1,537,921		6,251		(21	)		1,544,151
Total net sales		4,234,869		549,213		(37,799	)		4,746,283			3,810,136		472,054		(30,723	)		4,251,467
Cost of products sold (excluding depreciation)		1,918,108		295,121		(37,799	)		2,175,430			1,692,056		251,947		(30,723	)		1,913,280
Selling, distribution and administrative expenses		1,528,215		162,205		37,349			1,727,769			1,418,491		134,578		21,003			1,574,072
Restructuring and other special charges		-		-		24,448			24,448			-		-		-			-
Costs (benefits) related to unsolicited takeover attempt		-		-		(7,870	)		(7,870	)		-		-		44,406			44,406
Depreciation		225,723		19,353		-			245,076			209,999		15,384		-			225,383
Amortization		20,139		5,070		-			25,209			20,485		4,650		-			25,135
Operating income	$	542,684	$	67,464	$	(53,927	)	$	556,221		$	469,105	$	65,495	$	(65,409	)	$	469,191

Reconciliations of Non-GAAP Financial Measures (Unaudited)

Adjusted Earnings per Diluted Share and Earnings Guidance

Reconciliations of adjusted earnings per diluted share and earnings guidance:

	Three Months Ended					Year Ended
	March 31,					March 31,
	2012			2011		2012			2011
Earnings per diluted share	$	1.12		$	0.74	$	4.00		$	2.94
Restructuring and other special charges		0.05			-		0.19			-
Costs (benefits) related to unsolicited takeover attempt		-			0.14		(0.06	)		0.33
Multi-employer pension plan withdrawal charges		-			-		0.04			0.03
Income tax benefits		(0.06	)		-		(0.06	)		-
Loss on early extinguishment of debt		-			-		-			0.03
One-time interest penalty		-			-		-			0.02
Adjusted earnings per diluted share	$	1.11		$	0.88	$	4.11		$	3.35

	Three			(Guidance Range)									(Guidance Range)
	Months			Three Months Ending						Year			Year Ending
	Ended			June 30, 2012						Ended			March 31, 2013
	Jun. 30,									Mar. 31,
	2011			Low			High			2012			Low			High
Earnings per diluted share	$	0.94		$	1.10		$	1.14		$	4.00		$	4.64		$	4.79
Adjustments to earnings per diluted share:
Restructuring and other special charges		0.10			0.02			0.02			0.19			0.06			0.06
Costs (benefits) related to unsolicited takeover attempt		(0.05	)		-			-			(0.06	)		-			-
Multi-employer pension plan withdrawal charges		0.01			-			-			0.04			-			-
Income tax benefits		-			-			-			(0.06	)		-			-
Adjusted earnings per diluted share	$	1.00		$	1.12		$	1.16		$	4.11		$	4.70		$	4.85
Year-over-year change					12	%		16	%					14	%		18	%

Guidance for adjusted earnings per diluted share excludes Business Support Center restructuring charges.

The Company believes its adjusted earnings per diluted share metric provides investors meaningful insight into its earnings performance without the impact of Business Support Center restructuring charges and related costs, asset impairment charges, costs (benefits) related to Air Products’ unsolicited takeover attempt, MEPP withdrawal charges, income tax benefits related to the LLC reorganization and foreign tax liability true-up, debt extinguishment charges, and one-time interest penalty. Non-GAAP numbers should be read in conjunction with GAAP financial measures, as non-GAAP metrics are merely a supplement to, and not a replacement for, GAAP financial measures. It should also be noted that the Company’s adjusted earnings per diluted share metric may be different from adjusted earnings per diluted share metrics provided by other companies.

Adjusted Effective Tax Rate

Reconciliations of adjusted effective tax rate:

	Three Months Ended			Year Ended
	March 31,			March 31,
(In thousands)	2012			2012
Income taxes	$	42,027		$	178,792
Adjustments to income taxes:
LLC reorganization and foreign tax liability true-up		4,924			4,924
Restructuring and other special charges		2,308			8,881
Costs (benefits) related to unsolicited takeover attempt		-			(2,912	)
Multi-employer pension plan withdrawal charges		-			1,564
Adjusted income taxes	$	49,259		$	191,249
Earnings before income taxes	$	129,994		$	492,166
Adjustments to earnings before income taxes:
Restructuring and other special charges		6,187			24,448
Costs (benefits) related to unsolicited takeover attempt		-			(7,870	)
Multi-employer pension plan withdrawal charges		-			4,304
Adjusted earnings before income taxes	$	136,181		$	513,048
Effective tax rate		32.3	%		36.3	%
Adjusted effective tax rate		36.2	%		37.3	%

The Company believes its adjusted effective tax rate metric helps investors assess its effective tax rate without the impact of income tax benefits resulting from the LLC reorganization and a foreign tax liability true-up, and income tax impacts related to other special items. Non-GAAP numbers should be read in conjunction with GAAP financial measures, as non-GAAP metrics are merely a supplement to, and not a replacement for, GAAP financial measures. It should also be noted that the Company’s adjusted effective tax rate metric may be different from the adjusted effective tax rate metrics provided by other companies.

Adjusted Operating Margin

Reconciliations of adjusted operating margin:

	Three Months Ended						Year Ended
	March 31,						March 31,
(In thousands)	2012			2011			2012			2011
Net sales	$	1,241,149		$	1,102,684		$	4,746,283		$	4,251,467
Operating income	$	145,758		$	115,800		$	556,221		$	469,191
Operating margin		11.7	%		10.5	%		11.7	%		11.0	%
Adjustments to operating income:
Restructuring and other special charges		6,187			-			24,448			-
Costs (benefits) related to unsolicited takeover attempt		-			18,374			(7,870	)		44,406
Multi-employer pension plan withdrawal charges		-			-			4,304			4,628
Adjusted operating income	$	151,945		$	134,174		$	577,103		$	518,225
Adjusted operating margin		12.2	%		12.2	%		12.2	%		12.2	%

The Company believes its adjusted operating margin metric helps investors assess its operating performance without the impact of Business Support Center restructuring charges and related costs, asset impairment charges, costs (benefits) related to Air Products’ unsolicited takeover attempt, and MEPP withdrawal charges. Non-GAAP numbers should be read in conjunction with GAAP financial measures, as non-GAAP metrics are merely a supplement to, and not a replacement for, GAAP financial measures. It should also be noted that the Company’s adjusted operating margin metric may be different from the adjusted operating margin metrics provided by other companies.

Return on Capital

Reconciliations and computations of return on capital:

	March 31,
(In thousands)	2012			2011
Operating income - trailing four quarters	$	556,221		$	469,191
Adjustments to operating income:
Restructuring and other special charges		24,448			-
Costs (benefits) related to unsolicited takeover attempt		(7,870	)		44,406
Multi-employer pension plan withdrawal charges		4,304			4,628
Adjusted operating income - trailing four quarters	$	577,103		$	518,225
Average of total assets	$	5,126,871		$	4,797,736
Average of securitized trade receivables		-			59,000
Average of current liabilities (exclusive of debt)		(516,307	)		(498,618	)
Average capital employed	$	4,610,564		$	4,358,118
Return on capital		12.5	%		11.9	%

The Company believes its return on capital metric helps investors assess how effectively it uses the capital invested in its operations. Non-GAAP numbers should be read in conjunction with 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 the Company’s return on capital metric may be different from the return on capital metrics provided by other companies.

Free Cash Flow and Adjusted Cash from Operations

Reconciliations and computations of free cash flow and adjusted cash from operations:

	Three Months Ended						Year Ended
	March 31,						March 31,
(In thousands)	2012			2011			2012			2011
Net cash provided by operating activities	$	165,355		$	186,876		$	506,406		$	275,301
Adjustments to cash provided by operating activities:
Cash used by the securitization of trade receivables		-			-			-			295,000
Stock issued for Employee Stock Purchase Plan		3,895			3,982			15,256			14,997
Tax benefit realized from the exercise of stock options		6,602			2,071			17,516			8,444
Net cash expenditures related to unsolicited takeover attempt		-			5,368			35,084			23,427
Cash expenditures related to MEPP withdrawals		-			-			18,323			-
Adjusted cash from operations		175,852			198,297			592,585			617,169
Capital expenditures		(93,116	)		(75,508	)		(356,514	)		(256,030	)
Adjustments to capital expenditures:
Proceeds from sales of plant and equipment		4,166			5,215			16,365			15,844
Operating lease buyouts		-			3,475			9,218			9,893
Adjusted capital expenditures		(88,950	)		(66,818	)		(330,931	)		(230,293	)
Free cash flow	$	86,902		$	131,479		$	261,654		$	386,876

The Company believes its free cash flow and adjusted cash from operations metrics provide investors meaningful insight into its ability to generate cash from operations, excluding the impact of cash used related to Air Products’ unsolicited takeover attempt and MEPP withdrawals, which is available for servicing debt obligations and for the execution of its business strategies, including acquisitions, the repayment of debt, the payment of dividends, or to support other investing and financing activities. Non-GAAP numbers should be read in conjunction with GAAP financial measures, as non-GAAP metrics are merely a supplement to, and not a replacement for, GAAP financial measures. It should also be noted that the Company’s free cash flow and adjusted cash from operations metrics may be different from free cash flow and adjusted cash from operations metrics provided by other companies.

CONTACT:
Airgas, Inc.
Investor Contact:
Barry Strzelec, 610-902-6256
barry.strzelec@airgas.com
or
Media Contact:
Doug Sherman, 610-902-6270
doug.sherman@airgas.com

EX-99.2

Exhibit 99.2

Airgas Announces Leadership Transition

Michael L. Molinini to be Named President and Chief Executive Officer Following 2012 Annual Meeting of Stockholders; Joins Board of Directors

Airgas Founder Peter McCausland to Serve as Executive Chairman of the Board

RADNOR, Pa.--(BUSINESS WIRE)--May 3, 2012--Airgas, Inc. (NYSE: ARG) today announced that effective immediately following the Company’s 2012 Annual Meeting of Stockholders scheduled to be held in mid-August, Airgas Founder Peter McCausland will assume the role of Executive Chairman of the Board of Directors, and current Executive Vice President and Chief Operating Officer Michael L. Molinini will succeed him as President and Chief Executive Officer.

In connection with this leadership transition, the Airgas Board of Directors has unanimously elected Molinini to serve as a director of the Company, effective immediately, expanding the Board to eleven directors. Molinini will stand for re-election to the Board at the Company’s 2012 Annual Meeting. In his expanded role, Molinini will continue to lead the Company’s operations and information technology initiatives, while also assuming responsibility for finance and human resources. McCausland will continue to lead the development of Airgas’ growth strategies. In addition, McCausland will continue to serve as Chairman of the Company’s Management Committee and will retain responsibility for corporate development, risk management and governance.

“Mike and I have worked together for 15 years; he is a proven leader with an outstanding record of accomplishment both here at Airgas and in his previous roles,” said McCausland. “I am confident that Mike is the right person to serve as Airgas’ next CEO and that he will continue to build on our 30-year track record of operational excellence and shareholder value creation. Mike and I, together with our CFO Bob McLaughlin, will continue to be actively engaged with our shareholders and the rest of the investment community. As Airgas’ founder and largest shareholder, I am committed to making sure that this plan is successful, and I am looking forward to working with Mike and the entire management team in the years ahead. As I always say, the best time at Airgas is now.”

“This leadership transition is a natural result of the Board’s long-time focus on developing a deep management team and represents the next step in the evolution of Airgas,” said Lee Thomas, Chairman of the Airgas Board’s Governance and Compensation Committee. “The company’s current momentum provides an opportune time for Mike to take on increased responsibility, allowing Peter to focus his expertise, industry experience, and considerable energy on the areas of the business about which he is most passionate – strategic planning, mergers and acquisitions, and corporate governance.”

“I am honored and energized by the confidence that Peter and the rest of the Board have in me, and I look forward to enhancing Airgas’ position as one of the premier industrial gas companies in the world,” said Molinini. “Peter and I have worked successfully together for many years and I am pleased that he will stay actively involved in Airgas, continuing to contribute the vision and leadership that have helped make the company what it is today. I plan to continue his tradition of strong, active leadership and nurturing Airgas’ entrepreneurial culture in pursuit of the tremendous opportunities ahead for Airgas. Our more than 15,000 associates are the best in the business, and together we will continue to focus on serving our one million loyal customers, operating safely, and growing the business for years to come.”

Peter McCausland is Chairman and Chief Executive Officer of Airgas. McCausland founded Airgas in 1982, has been President and Chief Executive Officer since 1987, previously served as Chairman of the Board from 1987 to September 2010, and was elected Chairman again in August 2011. Before founding Airgas, McCausland served as General Counsel for MG Industries, Inc., an industrial gas producer. He also was a founding partner in the law firm of McCausland Keen & Buckman, where he focused on mergers, acquisitions, and financings. McCausland serves as a director of the Fox Chase Cancer Center, the Independence Seaport Museum, and the Philadelphia Orchestra Association. He also serves on the Board of Visitors of the College of Arts and Sciences, University of South Carolina, and on the Board of Visitors at the Boston University School of Law.

Michael L. Molinini is Executive Vice President and Chief Operating Officer of Airgas and is a member of the Management Committee. Prior to assuming this position in January 2005, he was Senior Vice President – Hardgoods, with company-wide responsibility for directing sales and marketing, procurement, and distribution center logistics. Molinini joined Airgas in April 1997 as Group Vice President of Airgas Direct Industrial and led the build out of Airgas' hardgoods supply chain, including development of the Radnor private label program. Prior to joining Airgas, Molinini served as Vice President – Marketing at National Welders Supply Company, an Airgas joint venture, where he managed all gases and hardgoods sales and marketing programs. Molinini joined National Welders after spending 19 years with the Linde Division of Union Carbide Corporation in a variety of operations, sales and management positions.

The Company will discuss this executive leadership transition during its fiscal 2012 fourth quarter earnings conference call scheduled for today, May 3, 2012 at 10:00 am ET. A webcast of the teleconference will be available live and on demand through June 1 at http://investor.shareholder.com/arg/events.cfm. The teleconference will be available by calling 888-587-0615. A replay of the teleconference will be available through May 11. To listen, call 888-203-1112 and enter passcode 9254540.

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 a leading U.S. producer of atmospheric gases, carbon dioxide, dry ice, and nitrous oxide, one of the largest U.S. distributors of safety products, and a leading U.S. distributor of refrigerants, ammonia products, and process chemicals. More than 15,000 employees work in approximately 1,100 locations, including branches, retail stores, gas fill plants, specialty gas labs, production facilities and distribution centers. Airgas also markets 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, and we intend that any such forward-looking statements be subject to the safe harbors created thereby. Forward-looking statements are generally identified with the words "believe," "expect," "anticipate," "intend," "estimate," "target," "may," "will," "would," "plan," "project," "should," "continue" or the negative thereof or other similar expressions, or discussion of future goals or aspirations, which are predictions of or indicate future events and trends and which do not relate to historical matters. These statements include, but are not limited to, statements regarding the Company’s leadership transition. 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 results to differ materially from those contained in any forward-looking statement include the factors described in the Company's reports, including its Form 10-K dated March 31, 2011, subsequent Forms 10-Q and other forms filed by the Company with the Securities and Exchange Commission.

CONTACT:
Airgas, Inc.
Media Contact:
Doug Sherman, 610-902-6270
doug.sherman@airgas.com
or
Investor Contact:
Barry Strzelec, 610-902-6256
barry.strzelec@airgas.com