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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 2005
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file numbers: 33-25419, 33-64058 and 333-75256
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
Airgas, Inc. 401(k) Plan
B. Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office:
Airgas, Inc.
259 North Radnor-Chester Road, Suite 100
Radnor, PA 19087-5283
 
 

 


 

REQUIRED INFORMATION
     (1) Financial Statements:
     The following financial statements, including the Report of Independent Registered Public Accounting Firm, of the Airgas, Inc. 401(k) Plan, are submitted herewith:
    Statements of Net Assets Available for Benefits as of December 31, 2005 and 2004
 
    Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2005 and 2004
 
    Notes to Financial Statements
 
    Schedule 1 — Supplemental Schedule of Assets (Held at End of Year) as of December 31, 2005
     The schedule for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission is included in the aforementioned financial statements of the Airgas, Inc. 401(k) Plan.
     (2) Exhibits:
  23   Consent of Independent Registered Public Accounting Firm

 


 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
                 
    AIRGAS, INC. 401(k) PLAN    
              (Name of Plan)    
 
               
 
      BY:   /s/ Roger F. Millay    
 
               
 
          Roger F. Millay    
 
          Senior Vice President and    
 
          Chief Financial Officer    
 
               
 
      BY:   /s/ Dwight T. Wilson    
 
               
 
          Dwight T. Wilson    
 
          Senior Vice President — Human Resources    
 
               
DATED: June 26, 2006
               

 


 

AIRGAS, INC. 401(k) PLAN
Financial Statements and
Supplemental Schedule
December 31, 2005 and 2004

 


 

AIRGAS, INC. 401(k) PLAN
Table of Contents
         
    Page  
Report of Independent Registered Public Accounting Firm
    1  
Statements of Net Assets Available for Benefits, December 31, 2005 and 2004
    2  
Statements of Changes in Net Assets Available for Benefits, Years ended December 31, 2005 and 2004
    3  
Notes to Financial Statements
    4  
Schedule:
       
1 — Supplemental Schedule of Assets (Held at End of Year), December 31, 2005
    11  

 


 

Report of Independent Registered Public Accounting Firm
The Plan Administrator
Airgas, Inc. 401(k) Plan:
We have audited the accompanying statements of net assets available for benefits of the Airgas, Inc. 401(k) Plan (the “Plan”) as of December 31, 2005 and 2004, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Airgas, Inc. 401(k) Plan at December 31, 2005 and 2004, and the changes in net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2005, is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure Under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/S/ KPMG LLP
Philadelphia, Pennsylvania
May 26, 2006

1


 

AIRGAS, INC. 401(k) PLAN
Statements of Net Assets Available for Benefits
December 31, 2005 and 2004
                 
    2005     2004  
Investments, at fair value
  $ 260,784,432     $ 222,761,217  
 
           
 
               
Receivables:
               
Employee contributions
    1,792,281       1,606,634  
Employer contributions
    507,983       447,877  
 
           
Total receivables
    2,300,264       2,054,511  
 
           
 
               
Participant loans receivable
    8,560,147       8,023,928  
 
               
Liabilities:
               
Refunds due to Participants
    244,248        
 
           
 
               
Net assets available for benefits
  $ 271,400,595     $ 232,839,656  
 
           
See accompanying notes to financial statements.

2


 

AIRGAS, INC. 401(k) PLAN
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 2005 and 2004
                 
    2005     2004  
Additions:
               
Additions to net assets attributable to:
               
Investment income:
               
Net appreciation in fair value of investments
  $ 19,057,546     $ 20,003,994  
Interest and dividends
    7,399,985       4,941,220  
 
           
Total investment income, net
    26,457,531       24,945,214  
 
           
 
               
Contributions:
               
Employee
    18,426,261       16,006,470  
Employer
    5,010,708       4,468,971  
Rollovers and other
    7,249,258       9,522,800  
 
           
Total contributions
    30,686,227       29,998,241  
 
           
 
               
Deductions:
               
Benefits paid to participants
    (18,049,049 )     (13,962,743 )
Administrative fees
    (289,522 )     (295,125 )
Refund of excess contributions
    (244,248 )      
 
           
Total deductions
    (18,582,819 )     (14,257,868 )
 
           
 
               
Net additions
    38,560,939       40,685,587  
 
           
Net assets available for benefits:
               
Beginning of year
    232,839,656       192,154,069  
 
           
 
               
End of year
  $ 271,400,595     $ 232,839,656  
 
           
See accompanying notes to financial statements

3


 

AIRGAS, INC. 401(k) PLAN
Notes to Financial Statements
December 31, 2005 and 2004
(1)   Description of the Plan
 
    The following description of the Airgas, Inc. 401(k) Plan (the “Plan”) provides general information only. Participants should refer to the Plan document for more complete information.
  (a)   General
 
      The Plan is a defined contribution plan covering substantially all employees of Airgas, Inc. and subsidiaries (the “Company”). Included in the assets of the Plan are contribution rollovers from benefit plans of acquired companies, where applicable. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Vanguard Fiduciary Trust Company serves as the trustee for the Plan.
 
  (b)   Contributions
 
      Employee
 
      The Plan permits a participant to defer up to 50% of eligible compensation, subject to the maximum dollar limitation. In no event will individual participant contributions exceed the maximum allowable contributions as prescribed by the Internal Revenue Service (“IRS”), which were $14,000 and $13,000 for the years ended December 31, 2005 and 2004, respectively. The amount of deferred compensation is treated as a salary reduction and is not subject to federal income tax until withdrawn from the Plan. The employee contribution receivables at December 31, 2005 and 2004 represent payroll withholdings withheld through the end of each calendar year, which were received by the Plan in the subsequent year.
 
      Contributions in 2005 and 2004 reflect approximately $7.2 million and $9.5 million, respectively, of rollover contributions from employees associated with companies acquired by the Company.
 
      Employer
 
      Contributions to the Plan by the Company are made on a matched basis at a rate of 50% of participant deferred compensation. The employer match is applied on employee contributions of up to 4% of eligible compensation (i.e., maximum employer match is 2% of eligible compensation). Although employees may participate in the Plan immediately upon joining the Company, Plan participants are not eligible for Company matching contributions until they have completed one year of service with the Company. The employer contribution receivables at December 31, 2005 and 2004 represent Company matching contributions through the end of each calendar year, which were received by the Plan in the subsequent year.

4


 

AIRGAS, INC. 401(k) PLAN
Notes to Financial Statements
December 31, 2005 and 2004
      Refund of Excess Contributions
 
      In accordance with rules prescribed by the Internal Revenue code, the trustee performed certain tests of employee contributions to ensure that highly compensated employees do not contribute on average a higher percentage of their income than the non-highly compensated employees. As a result of these tests, the Plan was required to refund excess contributions to certain highly compensated employees. The refunds were distributed during calendar year 2006.
 
  (c)   Participant Accounts
 
      Contributions are invested as directed by each participant in 14 separate investment funds. Each participant may designate, by electronic monitoring, how the contributions to his or her account are to be allocated among the 14 funds. Participants are required to allocate contributions to the funds in increments of 1% of total contributions. In the event a participant fails to submit an allocation, contributions will be invested in the Retirement Savings Trust. In addition to the above initial election, participants may elect, by calling the Trustee, to transfer monies among the investment funds in 1% increments of the total funds credited to their account. Interest, dividends and other income (losses) earned by the investment funds, net of administrative fees, are reinvested in the same fund. Such amounts are allocated to participants based upon the proportion of a participant’s balance to the total fund balance.
 
  (d)   Participant Loans
 
      The Plan administrator may, upon the application of a participant, direct the Trustee to make a loan to such a participant. The maximum the participant may borrow is limited to the lesser of 50% of the participant’s Plan account balance or $50,000. The minimum loan amount is $1,000 and loans are secured by 50% of the participant’s Plan account balance. Participant loans bear interest at a rate equal to prime plus 2% and provide for periodic repayment over a reasonable period of time not to exceed five years for general-purpose loans and 30 years for principal residence loans. The prime rate was 7.25% and 5.25% at December 31, 2005 and 2004, respectively. Interest rates on outstanding Participant loans ranged from 6.0% to 12.0%.
 
      When a participant defaults on a loan obtained from the Plan, the Plan administrator will report the amount of default to the Internal Revenue Service as a distribution from the Plan. The Plan participant may then be subject to taxes and penalties related to the distribution.
 
  (e)   Vesting
 
      Participants are immediately vested in all contributions. In addition, all earnings (losses) on such investments are fully vested.

5


 

AIRGAS, INC. 401(k) PLAN
Notes to Financial Statements
December 31, 2005 and 2004
  (f)   Payment of Benefits
 
      Upon retirement, death or termination of service, participants or beneficiaries are entitled to a distribution equal to the total value of their accounts. Such distributions are generally payable in cash.
 
      Participants experiencing serious financial hardships may be entitled to a distribution upon approval by the Plan administrator.
 
  (g)   Administrative Expenses
 
      All administrative expenses have been paid by the Plan.
(2)   Summary of Significant Accounting Policies
  (a)   Basis of Accounting
 
      The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting and present net assets available for benefits and changes in those net assets.
 
  (b)   Investments
 
      Investments in the Airgas Common Stock Fund are valued at market value based upon closing market prices at the Plan year-end. The fair values of the Vanguard funds are based on the net asset values per share at year-end.
 
      Purchases and sales of investments are recorded on a trade-date basis. The average cost method is followed in determining the cost of investments sold. Interest income is accrued when earned. Dividend income is recorded on the ex-dividend date. Capital gain distributions are included in dividend income.

6


 

AIRGAS, INC. 401(k) PLAN
Notes to Financial Statements
December 31, 2005 and 2004
Investment options as of December 31, 2005 and 2004, were as follows:
The Airgas Common Stock Fund invests in Airgas, Inc. common stock to provide the possibility of long-term growth through increases in the value of the stock. The stock value per share was $32.90 and $26.51 at December 31, 2005 and 2004, respectively. At December 31, 2005, 3,199 Plan participants were invested in the fund.
The Vanguard Explorer Fund seeks to provide long-term growth of capital by investing in a diversified group of small-company stocks with prospect for above-average growth. The value per share was $75.11 and $74.57 at December 31, 2005 and 2004, respectively. At December 31, 2005, 2,039 Plan participants were invested in the fund.
The Vanguard International Growth Fund seeks to provide long-term growth of capital by investing in stock of high-quality, seasoned companies based outside the United States. Stocks are selected from more than 15 countries. The value per share was $21.00 and $18.86 at December 31, 2005 and 2004, respectively. At December 31, 2005, 1,882 Plan participants were invested in the fund.
The Vanguard U.S. Growth Fund seeks to provide long-term growth of capital by investing in large, high-quality, seasoned U.S. companies with records of exceptional growth and above-average prospects for future growth. The value per share was $17.95 and $16.18 at December 31, 2005 and 2004, respectively. At December 31, 2005, 2,742 Plan participants were invested in the fund.
The Vanguard 500 Index Fund seeks to provide long-term growth of capital and income from dividends by holding each of the 500 stocks that make up the unmanaged Standard & Poor’s 500 Composite Stock Price Index, a widely recognized benchmark of U.S. market performance. The value per share was $114.92 and $111.64 at December 31, 2005 and 2004, respectively. At December 31, 2005, 2,877 Plan participants were invested in the fund.
The Vanguard Wellington Fund seeks to provide income and long-term growth of capital, without undue risk to capital, by investing approximately 65% of its assets in stocks and the remaining 35% in bonds. The value per share was $30.35 and $30.19 at December 31, 2005 and 2004, respectively. At December 31, 2005, 2,644 Plan participants were invested in the fund.
The Vanguard Morgan Growth Fund Investor Shares seeks long-term capital appreciation by investing in mid-sized and large companies that are expected to have above average growth in sales and profit. The value per share was $17.71 at December 31, 2005. At December 31, 2005, 25 Plan participants were invested in the fund.

7


 

AIRGAS, INC. 401(k) PLAN
Notes to Financial Statements
December 31, 2005 and 2004
The Vanguard Windsor II Fund Investor Shares seeks to provide long-term capital appreciation and income by investing mainly in mid-sized and large companies whose stocks are considered by the fund’s advisor to be undervalued. The value per share was $31.33 at December 31, 2005. At December 31, 2005, 61 Plan participants were invested in the fund.
The Vanguard LifeStrategy Growth Fund seeks to provide long-term growth of capital and income by investing in four Vanguard funds: a domestic stock fund, an international stock fund, a bond fund and an asset allocation fund. The Portfolio’s asset allocation ranges are expected to be 65% to 90% stocks, 10% to 35% bonds and 0% to 25% cash investments. The value per share was $21.00 and $20.04 at December 31, 2005 and 2004, respectively. At December 31, 2005, 1,639 Plan participants were invested in the fund.
The Vanguard LifeStrategy Moderate Growth Fund seeks to provide income and long-term growth of capital and income by investing in four Vanguard funds: a domestic stock fund, an international stock fund, a bond fund and an asset allocation fund. The Portfolio’s asset allocation ranges are expected to be 45% to 70% stocks, 30% to 55% bonds and 0% to 25% cash investments. The value per share was $18.47 and $17.91 at December 31, 2005 and 2004, respectively. At December 31, 2005, 1,377 Plan participants were invested in the fund.
The Vanguard LifeStrategy Conservative Growth Fund seeks to provide income and moderate long-term growth of capital and income by investing in five Vanguard funds: a domestic stock fund, international stock fund, two bond funds and an asset allocation fund. The Portfolio’s asset allocation ranges are expected to be 25% to 50% stocks, 50% to 75% bonds and 0% to 25% cash investments. The value per share was $15.49 and $15.26 at December 31, 2005 and 2004, respectively. At December 31, 2005, 825 Plan participants were invested in the fund.
The Vanguard LifeStrategy Income Fund seeks to provide a high level of income by investing in four Vanguard funds: a stock fund, two bond funds and an asset allocation fund. The Portfolio’s asset allocation ranges are expected to be 5% to 30% stocks, 70% to 95% bonds and 0% to 25% cash investments. The value per share was $13.49 and $13.53 at December 31, 2005 and 2004, respectively. At December 31, 2005, 681 Plan participants were invested in the fund.
The Vanguard Total Bond Market Index Fund seeks to provide a high level of interest income by attempting to match the performance of the unmanaged Lehman Brothers Aggregate Bond Index, a widely recognized measure of the entire taxable U.S. bond market. The value per share was $10.06 and $10.27 at December 31, 2005 and 2004, respectively. At December 31, 2005, 1,552 Plan participants were invested in the fund.
The Vanguard Retirement Savings Trust seeks stability of principal and a high level of current income consistent with a two-year to three-year average maturity. The trust is a tax-exempt collective trust invested primarily in investment contracts issued by insurance companies and commercial banks, and similar types of fixed-principal investments. The trust intends to maintain a constant net asset value of $1.00 per share. The principal and interest of these contracts are not guaranteed. At December 31, 2005, 3,539 Plan participants were invested in the trust.

8


 

AIRGAS, INC. 401(k) PLAN
Notes to Financial Statements
December 31, 2005 and 2004
  (c)   Use of Estimates
 
      The preparation of the financial statements in accordance with U.S. generally accepted accounting principles requires the Plan administrator to make estimates that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts included in the statement of changes in net assets available for Plan benefits. Actual results could differ from those estimates.
 
  (d)   Risks and Uncertainties
 
      The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.
(3)   Investments
 
    The following investments represent 5% or more of the net assets available for benefits at December 31, 2005 and 2004:
                 
    2005     2004  
Airgas Common Stock Fund
  $ 71,429,794     $ 58,822,288  
Vanguard U.S. Growth Fund
    25,736,278       23,014,885  
Vanguard 500 Index Fund
    27,049,503       23,256,738  
Vanguard Wellington Fund
    32,737,674       29,079,366  
Vanguard Retirement Savings Trust
    36,673,077       34,289,284  
Vanguard Explorer Fund
    16,182,568       13,538,653  
Vanguard LifeStrategy Growth Fund
    13,613,993       11,202,838 (1)
 
(1)   The investment balance in the Vanguard LifeStrategy Growth Fund at December 31, 2004 was less than 5% of net assets available for benefits. The amount is provided for comparability.
    During the years ended December 31, 2005 and 2004, the net appreciation in the fair value of investments (including realized gains and losses) was as follows:
                 
    2005     2004  
Airgas Common Stock Fund
  $ 13,844,350     $ 11,244,951  
Mutual Funds
    5,213,196       8,759,043  
 
           
 
               
Net appreciation in fair value of investments
  $ 19,057,546     $ 20,003,994  
 
           

9


 

AIRGAS, INC. 401(k) PLAN
Notes to Financial Statements
December 31, 2005 and 2004
(4)   Tax Status
 
    The IRS has determined and informed the Company by a letter dated December 31, 2002, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code and is therefore exempt from federal income taxes. The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Internal Revenue Code and continues to be exempt from federal income taxes.
 
(5)   Related-Party Transactions
 
    The Plan investments are managed by an affiliate of Vanguard Fiduciary Trust Company, who acts as trustee for the Plan. The Airgas Common Stock Fund invests in Common Stock of the Company. Investment transactions of the Plan, therefore, qualify as party-in-interest transactions, but are not prohibited transactions.
 
(6)   Plan Termination
 
    Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. Upon termination of the Plan, participants would remain fully vested in all amounts credited to their accounts under the Plan.
 
(7)   Defaulted Loans
 
    During the year ended December 31, 2005, there were 187 participants who were in default of their loans, 6 of which were active employees. Loans in the amount of $748,375 were in default and were included in participant loans as of December 31, 2005.
 
    During the year ended December 31, 2004, there were 163 participants who were in default of their loans, 21 of which were active employees. Loans in the amount of $525,813 were in default and were included in participant loans as of December 31, 2004.
 
    Subsequent to a remedy period that provides for the repayment of defaulted loans, uncollectible defaulted loans are treated as taxable distributions from the Plan to the respective participants.
 
(8)   Acquisitions
 
    From time to time, the Company acquires other businesses, whose employees are eligible for participation in the Plan in accordance with the Plan Document.

10


 

Schedule 1
AIRGAS, INC. 401(k) PLAN
Supplemental Schedule of Assets (Held at End of Year)
December 31, 2005
                 
Number of            
Shares                              Investments *   Fair Value  
       
Common stock:
       
  2,171,118    
Airgas Common Stock Fund
  $ 71,429,794  
 
       
Mutual funds:
       
  1,078,671    
Vanguard Wellington Fund
    32,737,674  
  235,376    
Vanguard 500 Index Fund
    27,049,503  
  1,433,775    
Vanguard U.S. Growth Fund
    25,736,278  
  215,451    
Vanguard Explorer Fund
    16,182,568  
  648,285    
Vanguard LifeStrategy Growth Fund
    13,613,993  
  512,438    
Vanguard International Growth Fund
    10,761,204  
  518,455    
Vanguard LifeStrategy Moderate Growth Fund
    9,575,880  
  760,947    
Vanguard Total Bond Market Index Fund
    7,655,132  
  343,468    
Vanguard LifeStrategy Conservative Growth Fund
    5,320,332  
  235,142    
Vanguard LifeStrategy Income Fund
    3,172,072  
  18,581    
Vanguard Windson II Fund Investor Shares
    582,164  
  16,643    
Vanguard Morgan Growth Fund Investor Shares
    294,761  
       
 
       
  36,673,077    
Vanguard Retirement Savings Trust, 4.05%
    36,673,077  
       
 
       
       
Employee loans, interest rates ranging from 6.0% to 12.0%
    8,560,147  
       
 
     
       
 
       
       
Total assets held for investment purposes
  $ 269,344,579  
       
 
     
 
*   - All investment transactions of the Plan qualify as party-in-interest transactions.
See accompanying Report of Independent Registered Public Accounting Firm.

11