T
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
TEXAS
|
75-0948250
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
|
One
Museum Place, Suite 500
|
||
3100
West 7th
Street
|
||
Fort
Worth, Texas
|
76107
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Yes
T
|
No
£
|
Yes
£
|
No
£
|
Large
accelerated filer £
|
Accelerated
filer T
|
Non-accelerated
filer £
|
Smaller
Reporting Company £
|
Yes
£
|
No T
|
Title
of each class:
|
Outstanding
at November 30, 2009:
|
|
Common Stock, $1.00 par value per
share
|
12,356,522
|
PAGE
NO.
|
|||||
PART
I.
|
FINANCIAL INFORMATION
|
||||
Item
1.
|
Unaudited
Condensed Financial Statements
|
||||
Consolidated Balance Sheets at November 30, 2009 and
February 28, 2009
|
3 | ||||
Consolidated Income Statements for the Three and Nine
Months Ended November 30, 2009 and November 30, 2008
|
4 | ||||
Consolidated Statements of Cash Flows for the Nine Months
Ended November 30, 2009 and November 30, 2008
|
5 | ||||
6-11 | |||||
Item
2.
|
Management's Discussion and Analysis of Financial Condition
and Results of Operations.
|
11-20 | |||
Item
3.
|
Quantitative and Qualitative Disclosures About Market
Risk.
|
20 | |||
Item
4.
|
21 | ||||
PART
II.
|
OTHER INFORMATION
|
||||
Item
1.
|
21 | ||||
Item
1A.
|
22 | ||||
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds.
|
22 | |||
Item
3.
|
Defaults
Upon Senior Securities.
|
22 | |||
Item
4.
|
Submission
of Matters to a Vote of Security Holders.
|
22 | |||
Item
5.
|
Other
Information.
|
22 | |||
Item
6.
|
Exhibits.
|
22 | |||
22 | |||||
23 |
11/30/09
|
02/28/09
|
|||||||
Assets
|
(Unaudited)
|
|
||||||
Current
Assets
|
||||||||
Cash
And Cash Equivalents
|
$ | 98,433,494 | $ | 47,557,711 | ||||
Accounts
Receivable
|
50,254,637 | 65,663,982 | ||||||
Allowance
for Doubtful Accounts
|
(845,000 | ) | (900,000 | ) | ||||
Inventories
|
||||||||
Raw
Material
|
23,531,627 | 27,274,833 | ||||||
Work-In-Process
|
16,096,582 | 23,037,364 | ||||||
Finished
Goods
|
5,343,387 | 3,463,603 | ||||||
Costs
And Estimated Earnings In Excess Of Billings On Uncompleted
Contracts
|
6,955,941 | 11,328,287 | ||||||
Deferred
Income Taxes
|
5,480,691 | 3,588,267 | ||||||
Prepaid
Expenses And Other
|
1,947,910 | 1,009,477 | ||||||
Total
Current Assets
|
207,199,269 | 182,023,524 | ||||||
Property,
Plant And Equipment, Net
|
89,686,130 | 87,666,693 | ||||||
Goodwill
|
69,367,928 | 66,157,000 | ||||||
Intangibles
and Other Assets
|
18,169,912 | 18,868,230 | ||||||
$ | 384,423,239 | $ | 354,715,447 | |||||
Liabilities And Shareholders'
Equity
|
||||||||
Current
Liabilities:
|
||||||||
Accounts
Payable
|
$ | 15,149,292 | $ | 17,853,171 | ||||
Income
Tax Payable
|
370,134 | 259,734 | ||||||
Accrued
Salaries And Wages
|
4,894,823 | 5,509,197 | ||||||
Other
Accrued Liabilities
|
15,862,211 | 18,363,073 | ||||||
Customer
Advance Payment
|
12,245,025 | 13,632,734 | ||||||
Billings
In Excess Of Costs And Estimated Earnings On Uncompleted
Contracts
|
2,514,295 | 2,753,532 | ||||||
Total
Current Liabilities
|
51,035,780 | 58,371,441 | ||||||
Long-Term
Debt
|
100,000,000 | 100,000,000 | ||||||
Deferred
Income Taxes
|
10,639,928 | 9,232,302 | ||||||
Shareholders'
Equity:
|
||||||||
Common
Stock, $1 Par Value, Shares Authorized, 50,000,000
|
||||||||
Shares
Issued 12,609,160
|
12,609,160 | 12,609,160 | ||||||
Capital
In Excess Of Par Value
|
20,605,664 | 18,241,664 | ||||||
Retained
Earnings
|
191,517,131 | 161,755,340 | ||||||
Accumulated
Other Comprehensive Loss
|
(736,660 | ) | (3,198,159 | ) | ||||
Less
Common Stock Held In Treasury, At Cost (252,638 And 464,944 Shares At
November 30, 2009 And February 28, 2009, Respectively)
|
(1,247,764 | ) | (2,296,301 | ) | ||||
Total
Shareholders' Equity
|
222,747,531 | 187,111,704 | ||||||
$ | 384,423,239 | $ | 354,715,447 |
THREE
MONTHS ENDED
|
NINE
MONTHS ENDED
|
|||||||||||||||
11/30/09
|
11/30/08
|
11/30/09
|
11/30/08
|
|||||||||||||
(UNAUDITED)
|
(UNAUDITED)
|
(UNAUDITED)
|
(UNAUDITED)
|
|||||||||||||
Net
Sales
|
$ | 81,518,198 | $ | 108,860,233 | $ | 272,167,391 | $ | 312,077,957 | ||||||||
Costs
And Expenses
|
||||||||||||||||
Cost
Of Sales
|
55,804,749 | 79,372,838 | 186,151,862 | 226,844,620 | ||||||||||||
Selling,
General and Administrative
|
10,238,451 | 11,316,621 | 33,751,428 | 32,545,198 | ||||||||||||
Interest
Expense
|
1,728,621 | 1,681,641 | 5,146,184 | 4,484,091 | ||||||||||||
Net
(Gain) Loss On Sale of Property, Plant and Equipment, and Insurance
Proceeds
|
(47,688 | ) | 9,351 | (118,171 | ) | (1,135,868 | ) | |||||||||
Other
Income
|
(82,108 | ) | (314,904 | ) | (463,439 | ) | (1,378,144 | ) | ||||||||
67,642,025 | 92,065,547 | 224,467,864 | 261,359,897 | |||||||||||||
Income
Before Income Taxes
|
13,876,173 | 16,794,686 | 47,699,527 | 50,718,060 | ||||||||||||
Income
Tax Expense
|
5,133,442 | 5,981,668 | 17,937,736 | 18,478,836 | ||||||||||||
Net
Income
|
$ | 8,742,731 | $ | 10,813,018 | $ | 29,761,791 | $ | 32,239,224 | ||||||||
Earnings
Per Common Share
|
||||||||||||||||
Basic
Earnings Per Share
|
$ | 0.71 | $ | 0.89 | $ | 2.43 | $ | 2.66 | ||||||||
Diluted
Earnings Per Share
|
$ | 0.70 | $ | 0.88 | $ | 2.39 | $ | 2.62 | ||||||||
NINE
MONTHS ENDED
|
||||||||
11/30/09
|
11/30/08
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
Cash
Flows From Operating Activities:
|
|
|
||||||
Net
Income
|
$ | 29,761,791 | $ | 32,239,224 | ||||
Adjustments
To Reconcile Net Income To Net Cash
|
||||||||
Provided
By Operating Activities:
|
||||||||
Provision
For Doubtful Accounts
|
65,932 | 360,604 | ||||||
Amortization
And Depreciation
|
12,985,567 | 10,558,716 | ||||||
Deferred
Income Tax Expense
|
(464,849 | ) | 3,778,372 | |||||
Net
Gain On Sale Or Insurance Settlement Of Property, Plant &
Equipment
|
(118,171 | ) | (1,135,868 | ) | ||||
Amortization
of Deferred Borrowing Costs
|
229,046 | 204,728 | ||||||
Share-Based
Compensation Expense
|
2,060,335 | 1,597,901 | ||||||
Effects
Of Changes In Assets & Liabilities:
|
||||||||
Accounts
Receivable
|
16,809,276 | (23,322,405 | ) | |||||
Inventories
|
9,809,027 | (3,066,270 | ) | |||||
Prepaid Expenses And Other
|
(923,974 | ) | (448,842 | ) | ||||
Other
Assets
|
21,064 | (94,926 | ) | |||||
Net Change In Billings Related To Costs And Estimated Earnings On
Uncompleted Contracts
|
4,133,108 | (5,528,544 | ) | |||||
Accounts
Payable
|
(2,766,720 | ) | 2,793,946 | |||||
Other Accrued Liabilities And Income Taxes
|
(6,105,709 | ) | 3,444,266 | |||||
Net
Cash Provided By Operating Activities
|
65,495,723 | 21,380,902 | ||||||
Cash
Flows From Investing Activities:
|
||||||||
Proceeds
From Sale Or Insurance Settlement Of Property, Plant, And
Equipment
|
410,445 | 2,489,414 | ||||||
Purchase
Of Property, Plant And Equipment
|
(10,226,133 | ) | (14,631,353 | ) | ||||
Acquisition
Of Subsidiaries, Net Of Cash Acquired
|
(6,899,561 | ) | (95,450,673 | ) | ||||
Net
Cash Used In Investing Activities
|
(16,715,249 | ) | (107,592,612 | ) | ||||
Cash
Flows From Financing Activities:
|
||||||||
Proceeds
From Exercise Of Stock Options and Stock Appreciation
Rights
|
466,117 | 31,242 | ||||||
Tax
Benefits From Exercise of Stock Options and Stock Appreciation
Rights
|
1,677,418 | 72,453 | ||||||
Proceeds
From Long-Term Debt
|
- | 98,000,000 | ||||||
Net
Cash Provided By Financing Activities
|
2,143,535 | 98,103,695 | ||||||
Effect
Of Exchange Rate Changes On Cash
|
(48,226 | ) | (210,935 | ) | ||||
Net
Increase In Cash & Cash Equivalents
|
50,875,783 | 11,681,050 | ||||||
Cash
& Cash Equivalents At Beginning Of Period
|
47,557,711 | 2,226,941 | ||||||
Cash
& Cash Equivalents At End Of Period
|
$ | 98,433,494 | $ | 13,907,991 | ||||
Supplemental
Disclosures
|
||||||||
Cash
Paid For Interest
|
$ | 6,477,139 | $ | 3,273,333 | ||||
Cash
Paid For Income Taxes
|
$ | 15,952,943 | $ | 15,526,438 |
1.
|
Basis
of presentation.
|
|
These
interim unaudited condensed consolidated financial statements were
prepared pursuant to the rules and regulations of the Securities and
Exchange Commission (“SEC”). Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United
States of America have been condensed or omitted pursuant to the SEC rules
and regulations referred to above. Accordingly, these financial
statements should be read in conjunction with the audited financial
statements and related notes for the fiscal year ended February 28, 2009,
included in the Company’s Annual Report on Form 10-K covering such
period. For purposes of this report, “AZZ”, the “Company”,
“we”, “our”, “us” or similar reference means AZZ incorporated and our
consolidated subsidiaries.
|
|
Our
fiscal year ends on the last day of February and is identified as the
fiscal year for the calendar year in which it ends. For
example, the fiscal year that ended February 28, 2009 is referred to as
fiscal 2009.
|
|
In
the opinion of management of the Company, the accompanying unaudited
consolidated financial statements contain all adjustments (consisting only
of normal recurring adjustments) necessary to present fairly the financial
position of the Company as of November 30, 2009, and the results of its
operations for the three-month and nine-month periods ended November 30,
2009 and 2008, respectively, and cash flows for the nine-month periods
ended November 30, 2009 and 2008. Operating results for the
three and nine months ending November 30, 2009, are not necessarily
indicative of the results that may be expected for the year ending
February 28, 2010.
|
|
In
May 2009 the Financial Accounting Standards Board (“FASB”) issued
Accounting Standard Codification (“ASC”) 855-10 (formerly Statement of
Financial Accounting Standards (SFAS) No. 165), “Subsequent Events,”
which established general accounting standards and disclosure for
subsequent events. We adopted ASC 855-10 during the second
quarter of fiscal 2010. In accordance with ASC 855-10, we have
evaluated subsequent events through the date and time these financial
statements were issued on January 8,
2010.
|
2.
|
Earnings
per share.
|
|
Earnings
per share is based on the weighted average number of shares outstanding
during each period, adjusted for the dilutive effect of stock
awards.
|
|
The
following table sets forth the computation of basic and diluted earnings
per share:
|
Three
months ended November 30,
|
Nine
months ended November 30,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
(Unaudited)
|
||||||||||||||||
(In
thousands except share and per share data)
|
||||||||||||||||
Numerator:
Net
income for basic and diluted earnings per common
share
|
$ | 8,743 | $ | 10,813 | $ | 29,762 | $ | 32,239 | ||||||||
Denominator:
Denominator
for basic earnings per common
share –weighted average shares
|
12,333,472 | 12,144,216 | 12,258,716 | 12,138,797 | ||||||||||||
Effect
of dilutive securities:
Employee
and Director stock awards
|
187,762 | 150,776 | 210,026 | 170,997 | ||||||||||||
Denominator
for diluted earnings per common
share
|
12,521,234 | 12,294,992 | 12,468,742 | 12,309,794 | ||||||||||||
Earnings
per share basic and diluted:
|
||||||||||||||||
Basic
earnings per common share
|
$ | .71 | $ | .89 | $ | 2.43 | $ | 2.66 | ||||||||
Diluted
earnings per common share
|
$ | .70 | $ | .88 | $ | 2.39 | $ | 2.62 |
4.
|
Segments.
|
Three
Months Ended November 30,
|
Nine
Months Ended November 30,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
(Unaudited)
|
||||||||||||||||
($
In thousands)
|
||||||||||||||||
Net
Sales:
|
||||||||||||||||
Electrical
and Industrial Products
|
$ | 43,622 | $ | 61,960 | $ | 154,576 | $ | 165,925 | ||||||||
Galvanizing
Services
|
37,896 | 46,900 | 117,591 | 146,153 | ||||||||||||
81,518 | 108,860 | 272,167 | 312,078 | |||||||||||||
Operating
Income (a):
|
||||||||||||||||
Electrical
and Industrial Products
|
9,109 | 10,411 | 31,715 | 28,140 | ||||||||||||
Galvanizing
Services
|
10,537 | 13,125 | 35,634 | 41,961 | ||||||||||||
19,646 | 23,536 | 67,349 | 70,101 | |||||||||||||
General
Corporate Expense (b)
|
4,033 | 5,183 | 14,535 | 15,292 | ||||||||||||
Interest
Expense
|
1,728 | 1,681 | 5,146 | 4,484 | ||||||||||||
Other
(Income) Expense, Net (c)
|
9 | (123 | ) | (32 | ) | (393 | ) | |||||||||
5,770 | 6,741 | 19,649 | 19,383 | |||||||||||||
Income
Before Income Taxes
|
$ | 13,876 | $ | 16,795 | $ | 47,700 | $ | 50,718 | ||||||||
Total
Assets:
|
||||||||||||||||
Electrical
and Industrial Products
|
$ | 133,724 | $ | 170,861 | $ | 133,724 | $ | 170,861 | ||||||||
Galvanizing
Services
|
139,255 | 144,785 | 139,255 | 144,785 | ||||||||||||
Corporate
|
111,444 | 21,637 | 111,444 | 21,637 | ||||||||||||
$ | 384,423 | $ | 337,283 | $ | 384,423 | $ | 337,283 |
(a)
|
Segment
operating income consists of net sales, less cost of sales, specifically
identifiable selling, general and administrative expenses, and other
income and expense items that are specifically identifiable to a
segment.
|
(b)
|
General
Corporate Expense consists of selling, general and administrative expenses
that are not specifically identifiable to a
segment.
|
(c)
|
Other
(income) expense, net includes gains and losses on sale of property, plant
and equipment and other (income) expenses not specifically identifiable to
a segment.
|
Warranty
Reserve
|
||||
(Unaudited)
|
||||
($
In thousands)
|
||||
Balance
at February 29, 2008
|
$ | 1,732 | ||
Warranty
costs incurred
|
(1,454 | ) | ||
Additions
charged to income
|
1,737 | |||
Balance
at February 28, 2009
|
2,015 | |||
Warranty
costs incurred
|
(1,898 | ) | ||
Additions
charged to income
|
2,667 | |||
Balance
at November 30, 2009
|
$ | 2,784 |
6.
|
Acquisition.
|
Three
Months Ended November 30,
|
Nine
Months Ended November 30,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
(Unaudited,
$ in Thousands)
|
||||||||||||||||
Net
Sales
|
$ | 81,518 | $ | 108,860 | $ | 272,167 | $ | 316,628 | ||||||||
Net
Income
|
$ | 8,743 | $ | 10,813 | $ | 29,762 | $ | 32,270 | ||||||||
Earnings
Per Common Share:
|
||||||||||||||||
Basic
Earnings Per Share
|
$ | .71 | $ | 0.89 | $ | 2.43 | $ | 2.66 | ||||||||
Diluted
Earnings Per Share
|
$ | .70 | $ | 0.88 | $ | 2.39 | $ | 2.62 |
7.
|
Comprehensive
Income.
|
Period
Ended
|
Period
Ended
|
|||||||||
Backlog
|
2/28/09
|
$ | 174,831 |
2/29/08
|
$ | 134,876 | ||||
Bookings
|
70,719 | 106,834 | ||||||||
Shipments
|
95,492 | 99,958 | ||||||||
Backlog
|
5/31/09
|
$ | 150,058 |
5/31/08
|
$ | 141,752 | ||||
Book
to Ship Ratio
|
.74 | 1.07 | ||||||||
Bookings
|
84,458 | 139,084 | ||||||||
Acquired
Backlog
|
- | 13,244 | ||||||||
Shipments
|
95,157 | 103,260 | ||||||||
Backlog
|
8/31/09
|
$ | 139,359 |
8/31/08
|
$ | 190,820 | ||||
Book
to Ship Ratio
|
.89 | 1.35 | ||||||||
Bookings
|
73,993 | 113,280 | ||||||||
Shipments
|
81,518 | 108,860 | ||||||||
Backlog
|
11/30/09
|
$ | 131,834 |
11/30/08
|
$ | 195,240 | ||||
Book
to Ship Ratio
|
.91 | 1.04 |
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
11/30/2009
|
11/30/2008
|
11/30/2009
|
11/30/2008
|
|||||||||||||
(In
thousands)(Unaudited)
|
||||||||||||||||
Revenue:
|
||||||||||||||||
Electrical
and Industrial Products
|
$ | 43,622 | $ | 61,960 | $ | 154,576 | $ | 165,925 | ||||||||
Galvanizing
Services
|
37,896 | 46,900 | 117,591 | 146,153 | ||||||||||||
Total
Revenue
|
$ | 81,518 | $ | 108,860 | $ | 272,167 | $ | 312,078 |
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
11/30/2009
|
11/30/2008
|
11/30/2009
|
11/30/2008
|
|||||||||||||
(In
thousands)(Unaudited)
|
||||||||||||||||
Segment
Operating Income:
|
||||||||||||||||
Electrical
and Industrial Products
|
$ | 9,109 | $ | 10,411 | $ | 31,715 | $ | 28,140 | ||||||||
Galvanizing
Services
|
10,537 | 13,125 | 35,634 | 41,961 | ||||||||||||
Total
Segment Operating Income
|
$ | 19,646 | $ | 23,536 | $ | 67,349 | $ | 70,101 |
Fiscal
Year
|
Operating
Leases
|
Long-Term
Debt
|
Interest
on Long- Term Debt
|
Total
|
||||||||||||
(In
thousands) (Unaudited)
|
||||||||||||||||
2010
|
$ | 791 | $ | - | $ | - | $ | 791 | ||||||||
2011
|
3,972 | - | 6,240 | 10,212 | ||||||||||||
2012
|
3,318 | - | 6,240 | 9,558 | ||||||||||||
2013
|
2,869 | 14,286 | 5,794 | 22,949 | ||||||||||||
2014
|
2,568 | 14,286 | 4,903 | 21,757 | ||||||||||||
Thereafter
|
13,647 | 71,428 | 11,143 | 96,218 | ||||||||||||
Total
|
$ | 27,165 | $ | 100,000 | $ | 34,320 | $ | 161,485 |
|
·
|
Volatility
of our stock price
|
|
·
|
Expected
term of the option
|
|
·
|
Expected
dividend yield
|
|
·
|
Risk-free
interest rate over the expected
term
|
|
·
|
Expected
forfeitures
|
AZZ
incorporated
|
|
(Registrant)
|
|
Date: 01/08/10
|
/s/
Dana Perry
|
Dana
Perry, Senior Vice President for Finance
Principal
Financial Officer
|
EXHIBIT
NUMBER
|
DESCRIPTION
OF EXHIBIT
|
3(1)
|
Articles
of Incorporation, and all amendments thereto (incorporated by reference to
the Annual Report on Form 10-K filed by Registrant for the fiscal year
ended February 28, 1981).
|
3(2)
|
Articles
of Amendment to the Article of Incorporation of the Registrant dated June
30, 1988 (incorporated by reference to the Annual Report on
Form 10-K filed by Registrant for the fiscal year ended February 29,
2000).
|
3(3)
|
Articles
of Amendment to the Articles of Incorporation of the Registrant dated
October 25, 1999 (incorporated by reference to the Annual
Report on Form 10-K filed by Registrant for the fiscal year ended February
29, 2000).
|
3(4)
|
Articles
of Amendment to the Articles of Incorporation dated July 17, 2000
(incorporated by reference to the Quarterly Report Form 10-Q filed by
Registrant for the quarter ended November 30, 2000).
|
3(5)
|
Amended
and Restated Bylaws of AZZ incorporated (incorporated by reference to the
Exhibit 3(1) to the Current Report Form 8-K filed by the Registrant on
November 27, 2007).
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3(6)
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Amended
and Restated Bylaws of AZZ incorporated (incorporated by reference to the
Exhibit 3(1) to the Current Report Form 8-K filed by the Registrant on
April 3, 2009).
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3(7)
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Articles
of Amendment to the Articles of Incorporation of the Registrant dated July
14, 2009. Filed Herewith.
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4
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Form
of Stock Certificate for the Company’s $1.00 par value Common Stock
(incorporated by reference to the Quarterly Report Form 10-Q filed by
Registrant November 30, 2000).
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10(1)
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Second
Amended and Restated Credit Agreement with Bank of America, N.A., dated
May 25, 2006 (incorporated by reference to Exhibit 10(1) of the Form 8-K
filed by the Registrant on May 26, 2006).
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10(2)
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First
Amendment to Second Amended and Restated Credit Agreement with Bank of
America, N.A., dated February 28, 2007 (incorporated by reference to
Exhibit 10(1) of the Form 8-K filed by the Registrant on March 1,
2007).
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10(3)
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Second
Amendment and Consent to Second Amendment and Restated Credit Agreement
dated March 31, 2008, by and between AZZ incorporated and Bank of America,
N.A. (incorporated by reference to Exhibit 10(3) of the Form 8-K filed by
the Registrant on April 2, 2008).
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10(4)
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Note
Purchase Agreement dated March 31, 2008, by and among AZZ incorporated and
the purchasers listed therein (incorporated by reference to Exhibit 10(1)
of the Form 8-K filed by the Registrant on April 2,
2008).
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10(5)
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AZZ
incorporated Amended and Restated 2005 Long-Term Incentive Plan
(incorporated by reference to Appendix A of the Proxy Statement for the
2008 Annual Shareholders Meeting).
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10(6)
|
AZZ
incorporated Employee Stock Purchase Plan (incorporated by reference to
Appendix B of the Proxy Statement for the 2008 Annual Shareholders
Meeting).
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10(7)
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1999
Independent Director Share Ownership Plan as Approved on January 19, 1999
and As Amended on September 22, 1999 (incorporated by reference to Exhibit
10(22) of the Annual Report on Form 10-K filed by Registrant for the
fiscal year ended February 28, 2001).
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10(8)
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2000
Advisory Director Share Ownership Plan as Approved on March 28, 2000
(incorporated by reference to Exhibit 10(23) of the Annual Report on Form
10-K filed by Registrant for the fiscal year ended February 28,
2001).
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10(9)
|
AZZ
incorporated 2001 Long-Term Incentive Plan (incorporated by reference to
Exhibit A of the Proxy Statement for the 2001 Annual Shareholders
Meeting).
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10(10)
|
AZZ
incorporated 2005 Management Incentive Bonus Plan (incorporated by
reference to Exhibit 10(20) to the Annual Report on Form 10-K filed by the
Registrant for the fiscal year ended February 28,
2002).
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10(11)
|
2002
Plan for the Annual Grant of Stock Options to Independent Directors of AZZ
incorporated (incorporated by reference to Exhibit 10(27) to the Quarterly
Report Form 10-Q filed by the Registrant for the quarter ended November
30, 2002).
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10(12)
|
AZZ
incorporated Fiscal Year 2005 Stock Appreciation Rights Plan for Directors
(incorporated by reference to Exhibit 10(53) to the Quarterly Report Form
10-Q filed by the Registrant for the quarter ended November 30,
2004).
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10(13)
|
AZZ
incorporated Fiscal Year 2005 Stock Appreciation Rights Plan for Key
Employees (incorporated by reference to Exhibit 10(54) to the Quarterly
Report Form 10-Q filed by the Registrant for the quarter ended November
30, 2004).
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10(14)
|
AZZ
incorporated 2005 Independent Director Compensation Plan (incorporated by
reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the
Registrant on July 14, 2005).
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Chief
Executive Officer Certificate pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 dated January 8, 2010. Filed
Herewith.
|
|
Chief
Financial Officer Certificate pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 dated January 8, 2010. Filed
Herewith.
|
|
Chief
Executive Officer Certificate pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated
January 8, 2010. Filed Herewith.
|
|
Chief
Financial Officer Certificate pursuant to 18 U.S.C. 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated January 8,
2010. Filed Herewith.
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