Obligation Airgas 2.95% ( US009363AL64 ) en USD

Airgas

100 % ▲

Etas-Unis

US009363AL64 ( en USD )

2.95% par an ( paiement semestriel )

15/06/2016 - Obligation échue

Prospectus brochure de l'obligation Airgas US009363AL64 en USD 2.95%, échue

2 000 USD

250 000 000 USD

009363AL6

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

L'Obligation émise par Airgas ( Etas-Unis ) , en USD, avec le code ISIN US009363AL64, paye un coupon de 2.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/06/2016

L'Obligation émise par Airgas ( Etas-Unis ) , en USD, avec le code ISIN US009363AL64, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Airgas ( Etas-Unis ) , en USD, avec le code ISIN US009363AL64, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 d424b2.htm PROSPECTUS SUPPLEMENT - AIRGAS, INC.
Table of Contents
CALCULATION OF REGISTRATION FEE

Maximum
Title of Each Class of
Aggregate
Amount of
Securities to be Registered
Offering Price
Registration Fee(1)
2.950% Notes due 2016
$249,650,000
$28,984.37

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933 (the "Securities Act").
As filed pursuant to Rule 424(b)(2)
Registration No. 333-167140

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Prospectus Supplement
(To prospectus dated May 27, 2010)
$250,000,000

2.950% Notes due 2016

We are offering $250,000,000 principal amount of 2.950% notes due 2016 (the "notes"). We will pay interest on the notes on June 15 and December 15 of each
year, beginning December 15, 2011. The notes will mature on June 15, 2016. The notes will be issued only in denominations of $2,000 and any integral multiple of
$1,000 in excess thereof.
We may redeem the notes, in whole or in part, at any time and from time to time prior to their maturity at the redemption prices as described under "Description of
the Notes--Optional Redemption." If we experience a change of control triggering event, we may be required to purchase the notes from holders at the applicable price as
described under "Description of the Notes--Change of Control Triggering Event."
The notes will be general unsecured senior obligations and rank equally with all of our other unsecured unsubordinated indebtedness from time to time outstanding.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-8 for a discussion of certain risks that you should consider in connection with
an investment in the notes.

Per

Note
Total
Public offering price(1)

99.860%
$249,650,000
Underwriting discount

0.600%
$ 1,500,000
Proceeds, before expenses, to us(1)

99.260%
$248,150,000
(1)
Plus accrued interest from June 3, 2011, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The notes will not be listed on any securities exchange. Currently, there is no public market for the notes. The underwriters expect to deliver the notes in book-entry
form only through the facilities of The Depository Trust Company for the accounts of its participants, including Euroclear and Clearstream, on or about June 3, 2011.

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Joint Book-Running Managers

BofA Merrill Lynch

Goldman, Sachs & Co.

Wells Fargo Securities

Lead Managers

SunTrust Robinson Humphrey
US Bancorp

Co-Managers

Credit Agricole CIB

SMBC Nikko
Mitsubishi UFJ Securities
Mizuho Securities

PNC Capital Markets LLC

HSBC

RBS

Santander
The date of this prospectus supplement is May 31, 2011
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TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement

S-i
Incorporation of Certain Documents by Reference

S-ii
Forward-Looking Statements

S-iii
Prospectus Supplement Summary

S-1
Risk Factors

S-8
Use of Proceeds

S-10
Capitalization

S-11
Description of Other Obligations

S-12
Description of the Notes

S-15
Certain U.S. Federal Income Tax Consequences

S-28
Underwriting

S-32
Conflicts of Interest

S-35
Legal Matters

S-36
Experts

S-36
Prospectus

Page
About This Prospectus

1
Where You Can Find More Information

1
Incorporation of Certain Documents by Reference

2
Forward-Looking Statements

3
Airgas, Inc.

3
Use of Proceeds

4
Ratio of Earnings to Fixed Charges

4
Description of the Debt Securities

5
Plan of Distribution

11
Legal Matters

12
Experts

12

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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which contains the terms of this offering of notes. The second part, the accompanying
prospectus dated May 27, 2010, gives more general information, some of which may not apply to this offering.
This prospectus supplement and the information incorporated by reference in this prospectus supplement may add to, update or change the information in the
accompanying prospectus. If information in this prospectus supplement is inconsistent with information in the accompanying prospectus, this prospectus supplement will
apply and will supersede that information in the accompanying prospectus.
It is important for you to read and consider all information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus
in making your investment decision. You should also read and consider the information in the documents to which we have referred you in "Where You Can Find More
Information" in the accompanying prospectus.
No person is authorized to give any information or to make any representations other than those contained or incorporated by reference in this prospectus
supplement or the accompanying prospectus and, if given or made, such information or representations must not be relied upon as having been authorized. This
prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities
described in this prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is
unlawful. Neither the delivery of this prospectus supplement and the accompanying prospectus, nor any sale made hereunder, shall under any circumstances create any
implication that there has been no change in our affairs since the date of this prospectus supplement, or that the information contained or incorporated by reference in this
prospectus supplement or the accompanying prospectus is correct as of any time subsequent to the date of such information.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in certain jurisdictions may be restricted by law. This
prospectus supplement and the accompanying prospectus do not constitute an offer, or an invitation on our behalf or the underwriters or any one of them, to subscribe to
or purchase any of the notes, and may not be used for or in connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is
not authorized or to any person to whom it is unlawful to make such an offer or solicitation. See "Underwriting."
In this prospectus supplement, unless otherwise stated or the context otherwise requires, references to "we," "us," "our" and "Company" refer to Airgas, Inc. and,
in some instances, its consolidated subsidiaries. If we use a capitalized term in this prospectus supplement and do not define the term in this document, it is defined in the
accompanying prospectus.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to "incorporate by reference" information into this prospectus supplement. This means that we can disclose important information to
you by referring you to another document filed separately with the Commission. The information incorporated by reference is considered to be a part of this prospectus
supplement, except for any information that is superseded by information that is included directly in this document.
This prospectus supplement incorporates by reference the documents listed below that we have previously filed with the Commission. They contain important
information about us.

Company SEC Filings
Period
Annual Report on Form 10-K
Year ended March 31, 2011
Current Reports on Form 8-K
As filed on May 5, 2011 (relating to the announcement of our new stock
repurchase program) and May 25, 2011 (Item 5.02 only)
Definitive Proxy Statement on Schedule 14A
As filed on July 23, 2010, but only to the extent that such information was
incorporated by reference into our Annual Report on Form 10-K for the year
ended March 31, 2010
We incorporate by reference additional documents that we may file with the Commission between the date of this prospectus supplement and the termination or
completion of the offering of the debt securities. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, as well as proxy statements. Any report, document, or portion thereof that is furnished to, but not filed with, the Commission is not
incorporated by reference. The information contained on our website (www.airgas.com) is not incorporated into this prospectus supplement.
You can obtain any of the documents incorporated by reference in this document through us, or from the Commission through the Commission's website at
www.sec.gov. Documents incorporated by reference are available from us without charge, excluding any exhibits to those documents unless the exhibit is specifically
incorporated by reference as an exhibit to that document. You can obtain from us the documents incorporated by reference in this prospectus supplement by requesting
them in writing or by telephone at the following address:
General Counsel's Office
Airgas, Inc.
259 North Radnor-Chester Rd.
Radnor, PA 19087-5283
(610) 687-5253
If you request any incorporated documents from us, we will mail them to you by first class mail, or other means, promptly after we receive your request.

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FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein contain certain estimates, predictions,
and other "forward-looking statements" (as defined in the Private Securities Litigation Reform Act of 1995, and within the meaning of Section 27A of the Securities Act
of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act")). 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. This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein contain statements
that are forward looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements
regarding: the Company's intention to negotiate its withdrawal from the multi-employer defined benefit pension plans ("MEPPs") provided for in three remaining
collective bargaining agreements that provide for such plans in fiscal 2012 and the Company's estimate of $5 million in withdrawal liabilities to be incurred upon
successful negotiation of all remaining plans; the Company's plan to complete its phased, multi-year rollout of the SAP platform by the end of the third quarter of fiscal
2013; the benefits to be derived from the SAP implementation, including the Company's estimate of an aggregate of $75 million to $125 million in incremental operating
income on an annual run-rate basis upon full implementation; the Company's expectation to be at the run-rate of the mid-point of the target operating income benefit
range by December 2013; the Company's expectation of earnings of $0.82 to $0.87 per diluted share for the first quarter ending June 30, 2011 and earnings per diluted
share of $3.58 to $3.73 for fiscal 2012, including restructuring charges and implementation costs and depreciation expense associated with its SAP implementation and
excluding any potential MEPP withdrawal charges; the Company's belief as to the benefits to be derived from the reorganization of its divisional structure into four
business support centers; the Company's expectation as to the long-term growth profiles of its strategic products; the Company's expectation that it can mitigate the
financial impact of calcium carbide supply constraints; the Company's expectation that its overall effective tax rate for fiscal 2012 will range from 38.0% to 39.0% of pre-
tax earnings; the Company's belief that it has sufficient liquidity from cash from operations and under its revolving credit facilities to meet its working capital, capital
expenditure and other financial commitments; the Company's belief that it can obtain financing on reasonable terms; the Company's future dividend declarations; the
Company's ability to manage its exposure to interest rate risk through the use of interest rate derivatives; the performance of counterparties under interest rate derivative
agreements; the Company's expectation as to the amount of losses to be reclassified from accumulated other comprehensive income into earnings within the next twelve
months; the estimate of future interest payments on the Company's long-term debt obligations; the estimate of future receipts under interest rate swap agreements; and the
Company's exposure to foreign currency exchange fluctuations.
These forward-looking statements involve risks and uncertainties. Important factors that could cause actual results to differ materially from those predicted in any
forward-looking statement include, but are not limited to: the Company's inability to meet its earnings estimates resulting from lower sales, decreased selling prices,
higher product costs and/or higher operating expenses than that forecasted by the Company; weakening of the economy resulting in weakening demand for the
Company's products; weakening operating and financial performance of the Company's customers, which can negatively impact the Company's sales and the Company's
ability to collect its accounts receivable; changes in the environmental regulations that affect the Company's sales of specialty gases; higher or lower overall tax rates in
fiscal 2012 than that estimated by the Company resulting from changes in tax laws, changes in reserves and other estimates; increases in debt in future periods and the
impact on the Company's ability to pay and/or grow its dividend as a result of loan covenant and other restrictions; a decline in demand from markets served by the
Company; adverse customer response to the Company's strategic product sales initiatives; a lack of cross-selling opportunities for the Company's strategic products; a
lack of specialty gas sales growth due to a downturn in certain markets; the negative effect of an economic downturn on strategic product sales and margins; the inability
of strategic products to diversify against cyclicality; supply shortages of certain gases and the resulting inability of the Company to meet customer gas

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requirements; customers' acceptance of current prices and of future price increases; adverse changes in customer buying patterns; a rise in product costs and/or operating
expenses at a rate faster than the Company's ability to increase prices; higher or lower capital expenditures than that estimated by the Company; limitations on the
Company's borrowing capacity dictated by its existing revolving credit facility (the "Credit Facility"); fluctuations in interest rates; the Company's ability to continue to
access credit markets on satisfactory terms; the impact of tightened credit markets on the Company's customers; the extent and duration of current economic trends in the
U.S. economy; higher than expected implementation costs of the SAP system and the reorganization of the Company's divisional structure; conversion problems related
to the SAP system that disrupt the Company's business and negatively impact customer relationships; the inability to retain employees to be affected by the reorganization
prior to its completion; the impact on the Company's operations of the explosion at a key calcium carbide supplier and the resulting shortage of calcium carbide; the
Company's ability to successfully identify, consummate and integrate acquisitions to achieve anticipated acquisition synergies; the Company's success in continuing its
cost reduction program; the inability to manage interest rate exposure; higher interest expense than that estimated by the Company due to changes in debt levels or
increases in the London Interbank Offered Rate ("LIBOR"); unanticipated non-performance by counterparties related to interest rate derivatives; the effects of
competition on products, pricing and sales growth; changes in product prices from gas producers and name-brand manufacturers and suppliers of hardgoods; changes in
customer demand resulting in the inability to meet minimum product purchases under long-term supply agreements and the inability to negotiate alternative supply
arrangements; costs associated with the construction of an air separation unit in Clarksville, Tennessee; the impact of new environmental, healthcare, tax, accounting and
other regulation; continued potential liability under the Multiemployer Pension Plan Amendments Act of 1980 with respect to the Company's participation in or
withdrawal from MEPPs for union employees of the Company; the effect of catastrophic events and political and economic uncertainties associated with current world
events; and the effects of, and changes in, the economic, monetary, tax and fiscal policies, laws and regulations, inflation and monetary fluctuations, both on a national
and international basis. The Company does not undertake to update any forward-looking statement made herein or that may be made from time to time by or on behalf of
the Company.

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PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information about us. It may not contain all of the information that may be important to you in deciding whether to invest in
the notes. You should read this entire prospectus supplement and the accompanying prospectus, including our consolidated financial statements and related notes,
together with the information incorporated by reference, before making an investment decision. Our fiscal year ends on March 31 and whenever we refer to any of
our fiscal years, we refer to the twelve-month period ending March 31 of such year.
Our Company
We are the largest U.S. distributor of industrial, medical and specialty gases (delivered in "packaged" or cylinder form), and hardgoods, such as welding
equipment and supplies. We are 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. During the fiscal year ended March 31,
2011, we had net sales of $4.25 billion and credit serviceable EBITDA of $742.6 million. We provide a reconciliation of credit serviceable EBITDA to its closest
GAAP counterpart in "--Summary Historical Financial Data."
With sales to a wide variety of industry segments and no single customer accounting for more than approximately 0.5% of sales, our revenues are not
dependent on a single or small group of customers or industry segments. We market our products to this diversified customer base through an integrated network of
more than 14,000 employees and approximately 1,100 locations including branches, retail stores, packaged gas fill plants, specialty gas labs, production facilities
and distribution centers. We also distribute our products and services through retail stores, strategic customer account programs, telesales, catalogs, e-business as
well as independent distributors. Our national scale and strong local presence offer a competitive edge to our diversified customer base.
We have two reportable business segments, Distribution and All Other Operations. The Distribution business segment accounted for approximately 90% of
consolidated sales for the fiscal year ended March 31, 2011. The Distribution business segment's principal products include industrial, medical and specialty gases
sold in packaged and bulk quantities, as well as hardgoods. Our air separation facilities and national specialty gas labs primarily produce gases that are sold by the
Distribution business segment's business units. Gas sales include nitrogen, oxygen, argon, helium, hydrogen, welding and fuel gases such as acetylene, propylene
and propane, carbon dioxide, nitrous oxide, ultra high purity grades, special application blends and process chemicals. Business units in the Distribution business
segment also recognize rental revenue, derived from gas cylinders, cryogenic liquid containers, bulk storage tanks, tube trailers and welding and welding related
equipment. Gas and rent represented 60% of the Distribution business segment's sales in fiscal year 2011. Hardgoods consist of welding consumables and
equipment, safety products, construction supplies, and maintenance, repair and operating supplies. Hardgoods sales represented 40% of the Distribution business
segment's sales in fiscal year 2011.
The All Other Operations business segment consists of six business units. The primary products manufactured and/or distributed by the All Other Operations
business segment are carbon dioxide, dry ice (solid form of carbon dioxide), nitrous oxide, ammonia and refrigerant gases. The All Other Operations business
segment accounted for 10% of our consolidated sales for the fiscal year ended March 31, 2011.
We operate in 48 U.S. states, Canada and to a lesser extent Mexico, Russia, Dubai and Europe. Our Distribution business segment operates a network of
multiple use facilities consisting of more than 875 branches, approximately 300 cylinder fill plants, 61 regional specialty gas laboratories, nine national specialty gas

S-1
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laboratories, one medical equipment facility, one research and development center, one specialty gas equipment center, 16 acetylene plants and 15 air separation
units, as well as six national hardgoods distribution centers, various customer call centers, buying centers and administrative offices. Our All Other Operations
business segment consists of businesses, located throughout the United States, which operate multiple use facilities consisting of approximately 75
branch/distribution locations, six liquid carbon dioxide and 11 dry ice production facilities, and four nitrous oxide production facilities.
Our industry has three principal modes of gas distribution: on-site or pipeline supply, bulk or merchant supply, and cylinder or packaged supply. Our market
focus has primarily been on packaged gas distribution, supplying customers with gases in cylinders and in less than truck-load bulk quantities. Generally, packaged
gas distributors also sell welding hardgoods. We believe the U.S. market for packaged gases and welding hardgoods to be approximately $13 billion in annual
revenues.
Recent Developments
Stock Repurchase Program
On May 5, 2011, we announced a program to repurchase up to $300 million of our outstanding shares of common stock. As of May 4, 2011, we had
approximately 79.8 million common shares outstanding. We may repurchase shares from time to time for cash in open market transactions or in privately-negotiated
transactions in accordance with applicable federal securities laws. We will determine the timing and the amount of any repurchases based on our evaluation of
market conditions, share price and other factors. The stock repurchase program will be funded under our Credit Facility, has no pre-established closing date, and
may be suspended or discontinued at any time. See "Use of Proceeds."
Our Strategy
Our primary objective is to maximize shareholder value by driving market-leading sales growth through core and strategic product offerings that leverage our
infrastructure and customer base, by pursuing acquisitions in our core business and in adjacent businesses, by providing outstanding customer service and by
improving operational efficiencies. To meet this objective, we are focusing on:

· a new customer-centric sales and marketing alignment that provides leadership and strategic support throughout all sales channels, particularly the

strategic accounts program, allowing us to leverage our unique combination of products, application technology and service, as well as our unrivaled
national footprint;

· strategic product offerings with strong growth profiles due to favorable customer segments, application development, increasing environmental

regulation, strong cross-selling opportunities, or a combination thereof (e.g., bulk gases, specialty gases, medical products, carbon dioxide, dry ice and
safety products);

· enhanced training, tools and resources for all associates, including installing a new enterprise information system;

· reducing costs associated with production, cylinder maintenance and distribution logistics; and

· acquisitions to complement and expand our business and to leverage our significant national platform.
Corporate Information
Our executive offices are located at 259 North Radnor-Chester Road, Suite 100, Radnor, Pennsylvania 19087-5283, and our telephone number is (610) 687-
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