þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| 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 |
23 | Consent of Independent Registered Public Accounting Firm |
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 |
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 |
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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 | ||||
2
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 | ||||
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(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. |
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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 participants 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 participants Plan account balance or $50,000. The minimum loan amount is $1,000 and loans are secured by 50% of the participants 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. |
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(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. |
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(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 | ||||
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(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. |
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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. |
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