8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 8, 2010

AZZ incorporated

(Exact name of Registrant as specified in its charter)

TEXAS (State or Other Jurisdiction of Incorporation or Organization)	1-12777 Commission File No.	75-0948250 (I.R.S. Employer Identification Number)
	One Museum Place, Suite 500 3100 West Seventh Street Fort Worth, TX 76107 (Address of principal executive offices, including zip code)

Registrant’s Telephone Number, including Area Code: (817) 810-0095

None

(Former name or former address, if changed since last report)

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))

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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Attached is Exhibit 99.1, AZZ incorporated’s Press Release reporting the Company’s unaudited earnings and other selected financial information for the three and nine month periods ended November 30, 2009, dated January 8, 2010.

ITEM 8.01 OTHER EVENTS

Attached is Exhibit 99.2, Unaudited Financial and Other Statistical Information, for the three and nine month periods ended November 30, 2009 and Guidance for Fiscal Year 2010, which compiles AZZ incorporated’s unaudited financial and other statistical information for the three and nine month periods ended November 30, 2009 and provides forward looking guidance for the fiscal year ending February 28, 2010.  The guidance for the fiscal year to end February 28, 2010, consists of either a projected range or management’s estimate of most likely results.  These projections involve risk and uncertainties, the outcome of which cannot be foreseen at this time and, therefore, actual results will vary from these forecasts.  We undertake no obligation to affirm, publicly or revise any forward-looking statements, whether as a result of information, future events or otherwise.

ITEM 9.01 EXHIBITS

The following exhibits are filed as part of this report.

Exhibit 99.1	AZZ incorporated’s Press Release reporting the Company’s  unaudited earnings and other selected financial information for the three and nine months period ended November 30, 2009, dated January 8, 2010.
Exhibit 99.2	Unaudited Financial and Other Statistical Information for the three and nine month periods ended November 30, 2009, and Guidance for Fiscal Year 2010.

FORWARD LOOKING STATEMENTS

This report may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").  These statements are generally identified by the use of words such as “anticipate,” “expect,” “estimate,” “intend,” “should,” “may,” “believe,” and terms with similar meanings.  Although the Company believes that the current views and expectations reflected in these forward-looking statements are reasonable, those views and expectations, and the related statements, are inherently subject to risks, uncertainties, and other factors, many of which are not under the Company’s control.  Those risks, uncertainties, and other factors could cause the actual results to differ materially from those in the forward-looking statements.  Those risks, uncertainties, and factors include, but are not limited to: the level of customer demand for and response to products and services offered by the Company, including demand by the power generation markets, electrical transmission and distribution markets, the general industrial market, and the hot dip galvanizing markets; prices and raw material cost, including the cost of zinc and natural gas, which are used in the hot dip galvanizing process; changes in economic conditions of the various markets the Company serves, both foreign and domestic; customer requested delays of shipments; acquisition opportunities or lack thereof; currency exchange rates, adequacy of financing; availability of experienced management employees to implement the Company’s growth strategy; a downturn in market conditions in any industry relating to the products we inventory or sell or the services that we provide; the effects and duration of continuing economic recession in the U.S. and other markets in which we operate; and acts of war or terrorism inside the United States or abroad.  The Company expressly disclaims any obligation to release publicly any updates or revisions to these forward-looking statements to reflect any change in its views or expectations. The Company can give no assurances that such forward-looking statements will prove to be correct. We undertake no obligation to affirm, publicly or revise any forward-looking statements, whether as a result of information, future events or otherwise.

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SIGNATURES

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.

	AZZ incorporated
DATE:  1/08/2010	By: /s/ Dana Perry
	Dana Perry Senior Vice President Finance Chief Financial Officer

3

EX-99.1

AZZ Third Quarter – Fiscal Year 2010

January 8, 2010

Page 1

AZZ incorporated Reports Year-To-Date and Third Quarter Results of Fiscal - Year 2010

Contact:Dana Perry, Senior Vice President – Finance and CFO

               AZZ incorporated 817-810-0095

Internet: www.azz.com

                                Lytham Partners 602-889-9700

Joe Dorame or Robert Blum

Internet: www.lythampartners.com

January 8, 2010 – FORT WORTH, TX - AZZ incorporated (NYSE:AZZ), a manufacturer of electrical products and a provider of galvanizing services today announced unaudited financial results for the three and nine-month periods ended November 30, 2009. Revenues for the third quarter were $81.5 million compared to $108.9 million for the same quarter last year, a decrease of 25.1 percent. Net income for the third quarter was $8.7 million, or $0.70 per diluted share, compared to net income of $10.8 million, or $0.88 per share, in last year’s third quarter.

For the nine-month period, the Company reported revenues of $272.2 million compared to $312.1 million for the comparable period last year, a decrease of 12.8 percent. Net income for the nine months was $29.8 million, or $2.39 per share, compared to $32.2 million, or $2.62 per share in the comparable period of last year.

Backlog at the end of our third quarter ending November 30, 2009 was $131.8 million, as compared to backlog at the end of the third quarter of fiscal 2009 was $195.2 million, $139.4 million at August 31, 2009 and $174.8 million at February 28, 2009.  Incoming orders for the third quarter totaled $74 million while shipments totaled $81.5 million resulting in a book to ship ratio of 91 percent. For the first nine months, orders totaled $229.2 million while shipments totaled $272.2 million, resulting in a year-to-date book to ship ratio of 84 percent.  Based upon current customer requested delivery dates and our planned production schedule, 36 percent of our backlog is expected to ship in the current fiscal year.  Of our $131.8 million backlog, 44 percent is to be delivered outside of the U.S.

Revenues for the Electrical and Industrial Products Segment decreased 29.6 percent to $43.6 million for the third quarter ending November 30, 2009, compared to $62 million in the previous year’s third quarter. Operating income for the third quarter of fiscal 2010 was $9.1 million, compared to $10.4 million in the third quarter of last year, a decrease of 12.5 percent. Operating margins were 20.9 percent for the third quarter of fiscal 2010.  For the first nine months, revenues decreased 7 percent to $154.6 million and operating income increased 13 percent to $31.7 million compared to $165.9 million and $28.1 million, respectively, for the first nine months of the prior year. Operating margins for the first nine months were 20.5 percent.

AZZ Third Quarter – Fiscal Year 2010

January 8, 2010

Page 2

David H. Dingus, president and chief executive officer, commented, “The operating margin for our Electrical and Industrial Products Segment continued strong despite lower volumes.  The  release of the orders for new and existing projects remains sluggish.  We believe these delays have resulted from the current reduction in the demand for oil and gas and electrical power, the uncertainty in the worldwide economy and financial markets, as well as increasing uncertainty as to the impact that potential regulatory changes could have on our customers businesses.  We do believe that our long term opportunities remain strong and that this delay in capital project investment decisions should subside if financial markets continue to stabilize and the impact of regulatory changes are more predictable.  These conditions have impacted our domestic market more than our served international markets.  It is difficult to forecast timing of improved order trends.  Based upon quotation levels and customer feedback, we do not anticipate that the recovery will be seen during the balance of our current fiscal year.  We will continue our efforts to effectively and efficiently secure and execute on the available business opportunities that we do have.”

Revenues for the Company’s Galvanizing Service Segment decreased 19 percent to $37.9 million for the third quarter ending November 30, 2009, compared to $46.9 million in the previous year’s comparable quarter. Operating income for this segment was $10.5 million, compared to $13.1 million in the same quarter last year, a decrease of 20 percent.  Operating margins for the third quarter of fiscal 2010 were 28 percent.  For the first nine months of fiscal 2010, revenues decreased 20 percent to $117.6 million, and operating income decreased 15 percent to $35.6 million, compared to $146.2 million and $42 million, respectively, for the first nine months of the prior year.  Operating margin for the nine month period was 30 percent.  Volume of steel processed decreased 13 percent, while average selling price decreased 6 percent when compared to the same nine months period in the prior year.

Mr. Dingus continued, “Demand for our galvanizing services continues to be below the record setting pace of last year.  Despite this lower demand, we had another outstanding margin performance quarter.  We will continue our efforts to implement our strategic plans for the segment that should broaden our customer base and expand geographic presence.  The actions we have taken should continue to help us to offset some of the economic weakness in particular market areas.”

Mr. Dingus concluded, “As a company, we are extremely well positioned to take advantage of any improving market conditions combined with opportunities to better our positioning with new products and new markets, and the strength of our balance sheet should increase our chances for success in implementation of our strategic plans. Based upon the evaluation of information currently available to management, we are revising our previously issued revenue guidance for fiscal year 2010, while maintaining our previously issued earnings guidance. Our earnings are estimated to be within the range of $3.00 and $3.10 per diluted share and revenues to be within the range of $355 million to $365 million.  The previous estimates were for earnings to be within the range of $3.00 to $3.10 and revenues to be in the range of $370 million to $380 million.  Our estimates assume that we will not have any appreciable change in our current market conditions, competitive activity or significant delays or timing in the receipt of orders of our electrical and industrial products, and demand for our galvanizing services.”

AZZ Third Quarter – Fiscal Year 2010

January 8, 2010

Page 3

AZZ incorporated will conduct a conference call to discuss financial results for the third quarter of fiscal 2010 at 11:00 a.m. ET on January 8, 2010.  Interested parties can access the call by dialing (800) 860-2442 or (412) 858-4600 (international). The call will be web cast via the Internet at www.azz.com/AZZinvest.htm. A replay of the call will be available for three days at (877) 344-7529, or (412) 317-0088 (international) confirmation #436361, or for 30 days at www.azz.com/AZZinvest.htm.

AZZ incorporated is a specialty electrical equipment manufacturer serving the global markets of industrial, power generation, transmission and distributions, as well as a leading provider of hot dip galvanizing services to the steel fabrication market nationwide.

Except for the statements of historical fact, this release may contain forward-looking statements that involve risks and uncertainties some of which are detailed from time to time in documents filed by the Company with the SEC. Those risks and uncertainties include, but are not limited to: changes in customer demand and response to products and services offered by the company, including demand by the electrical power generation markets, electrical transmission and distribution markets, the industrial markets, and the hot dip galvanizing markets; prices and raw material costs, including zinc and natural gas which are used in the hot dip galvanizing process; changes in the economic conditions of the various markets the Company serves, foreign and domestic, customer requested delays of shipments, acquisition opportunities, currency exchange rates, adequacy of financing, and availability of experienced management employees to implement the Company's growth strategy.  The Company can give no assurance that such forward-looking statements will prove to be correct. We undertake no obligation to affirm, publicly update or revise any forward-looking statements, whether as a result of information, future events or otherwise.

--END--

Condensed financial tables on attached page

AZZ Third Quarter – Fiscal Year 2010

January 8, 2010

Page 4

AZZ incorporated

Condensed Consolidated Statement of Income

(in thousands except per share amounts)

	Three Months Ended						Nine Months Ended
	November 30, 2009			November 30, 2008			November 30, 2009			November 30, 2008
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Net sales	$	81,518		$	108,860		$	272,167		$	312,078
Costs and Expenses:
Cost of Sales		55,805			79,372			186,152			226,845
Selling, General and Administrative		10,238			11,317			33,751			32,545
Interest Expense		1,729			1,682			5,146			4,484
Net (Gain) Loss on Sales or Insurance Settlement of Property, Plant and Equipment		(48	)		9			(118	)		(1,136	)
Other (Income)		(82	)		(315	)		(464	)		(1,378	)
Other Expense
	$	67,642		$	92,065		$	224,467		$	261,360
Income before income taxes	$	13,876		$	16,795		$	47,700		$	50,718
Income Tax Expense		5,133			5,982			17,938			18,479
Net income	$	8,743		$	10,813		$	29,762		$	32,239
Net income per share
Basic	$	.71		$	.89		$	2.43		$	2.66
Diluted	$	.70		$	.88		$	2.39		$	2.62
Diluted average shares outstanding		12,521			12,295			12,469			12,310

Segment Reporting

(in thousands)

	Three Months Ended				Nine Months Ended
	November 30, 2009		November 30, 2008		November 30, 2009		November 30, 2008
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
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
Segment 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
Total Segment Operating Income	$	19,646	$	23,536	$	67,349	$	70,101

AZZ Third Quarter – Fiscal Year 2010

January 8, 2010

Page 5

Condensed Consolidated Balance Sheet

(in thousands)

	November 30, 2009		February 28, 2009
	(unaudited)		(audited)
Assets:
Current assets	$	207,199	$	182,023
Net property, plant and equipment	$	89,686	$	87,667
Other assets, net	$	87,538	$	85,025
Total assets	$	384,423	$	354,715
Liabilities and shareholders’ equity:
Current liabilities	$	51,035	$	58,371
Long term debt due after one year	$	100,000	$	100,000
Other liabilities	$	10,640	$	9,232
Shareholders’ equity	$	222,748	$	187,112
Total liabilities and shareholders’ equity	$	384,423	$	354,715

Condensed Consolidated Statement of Cash Flows

(in thousands)

	Nine Months Ended
	November 30, 2009			November 30, 2008
	(unaudited)			(unaudited)
Net cash provided by (used in) operating activities	$	65,496		$	21,381
Net cash provided by (used in) investing activities	$	(16,715	)	$	(107,593	)
Net cash provided by (used in) financing activities	$	2,143		$	98,104
Effect of Exchange Rate	$	( 48	)	$	( 211	)
Net increase (decrease) in cash and cash equivalents	$	50,876		$	11,681
Cash and cash equivalents at beginning of period	$	47,558		$	2,227
Cash and cash equivalents at end of period	$	98,434		$	13,908

--END--

EX-99.2

Exhibit 99.2

Unaudited Financial and Other Statistical Information for the Three and Nine Month Periods Ended November 30, 20009 and Guidance for Fiscal Year 2010

AZZ incorporated

Consolidated Statements of Income

(unaudited)

	Three Months Ended November 30, 2009			Nine Months Ended November 30, 2009
Net Sales	$	81,518,198		$	272,167,391
Cost of Sales		55,804,749			186,151,862
Selling, General and Administrative		10,238,451			33,751,428
Interest Expense		1,728,621			5,146,184
Net (Gain) Loss on Sale of Property, Plant and Equipment and Insurance Proceeds		(47,688	)		(118,171	)
Other (Income) Expense, Net		(82,108	)		(463,439	)
		67,642,025			224,467,864
Income Before Income Taxes		13,876,173			47,699,527
Income Tax Expense		5,133,442			17,937,736
Net Income	$	8,742,731		$	29,761,791
Income Per Share:
Basic	$	.71		$	2.43
Diluted	$	.70		$	2.39

EX 99.2 - 1

Exhibit 99.2

AZZ incorporated

Consolidated Balance Sheet

 (unaudited)

Assets:	Period Ended November 30, 2009
Current assets:
Cash and cash equivalents	$	98,433,494
Accounts receivable		50,254,637
Allowance for doubtful accounts	<845,000>
Inventories		44,971,596
Costs and estimated earnings in excess of billings on uncompleted contracts		6,955,941
Deferred income taxes		5,480,691
Prepaid expenses and other		1,947,910
Total current assets		207,199,269
Net property, plant, and equipment		89,686,130
Goodwill, less accumulated amortization		69,637,928
Intangibles and Other Assets		18,169,912
	$	384,423,239
Liabilities and Shareholders’ Equity:
Current liabilities:
Accounts payable	$	15,149,292
Accrued liabilities		35,886,488
Total current liabilities		51,035,780
Long-term debt due after one year		100,000,000
Deferred income taxes		10,639,928
Shareholders’ equity		222,747,531
	$	384,423,239

EX 99.2 - 2

Exhibit 99.2

AZZ incorporated

Condensed Consolidated Statement of Cash Flows

 (unaudited)

	Period Ended November 30, 2009
Net cash provide by operating activities	$	65,495,723
Net cash used in investing activities		(16,715,249	)
Net cash provided by (used in) financing activities		2,143,535
Effect of exchange rate changes on cash		(48,266	)
Net (decrease) increase in cash and cash equivalents		50,875,783
Cash and cash equivalents at beginning of period		47,557,711
Cash and cash equivalents at end of period	$	98,433,494

EX 99.2 - 3

Exhibit 99.2

AZZ incorporated

Financial and Other Statistical Information

 (unaudited)

($ in Thousands)

Information regarding operations and assets by segment is as follows:

	Three Months Ended November 30, 2009		Nine Months Ended November 30, 2009
Net sales:
Electrical and Industrial Products	$	43,622	$	154,576
Galvanizing Services		37,896		117,591
		81,518		272,167
Segment operating income (a):
Electrical and Industrial Products		9,109		31,715
Galvanizing Services		10,537		35,634
		19,646		67,349
General corporate expenses (b)		4,033		14,535
Interest expense		1,729		5,146
Other (income) expense, net (c)		9		(32	)
		5,771		19,649
Income Before Taxes	$	13,876	$	47,700
Total assets:
Electrical and Industrial Products	$	133,724	$	133,724
Galvanizing Services		139255		139,255
Corporate		111,444		111,444
	$	384,423	$	384,423

(a) Segment operating income consists of net sales less cost of sales, specifically identifiable general and administrative expenses, specifically identifiable selling expenses and other income and expense items that are specifically identifiable to a segment.

(b) General corporate expense consists of selling, general and administrative expense 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) expense not specifically identifiable to a segment.

EX 99.2 - 4

Exhibit 99.2

AZZ incorporated

Financial and Other Statistical Information

(unaudited)

($ in Thousands except per share amount)

	Actual Year to Date November 30, 2009			Projected Year Ended February 28, 2010
Net Sales:
Electrical and Industrial Products	$	154,576		$	200,000 to $205,000
Galvanizing Services	$	117,591		$	155,000 to $160,000
Total Sales	$	272,167		$	355,000 to $365,000
Diluted earnings per share	$	2.38		$	3.00 to $3.10
Net Sales by Market Segment:
Power Generation					18	%
Transmission and Distribution					37	%
Industrial					45	%
Electrical and Industrial Products
Revenues by Industry:
Power Generation					22	%
Transmission and Distribution					49	%
Industrial					29	%
Galvanizing Services
Revenues by Industry:
Electrical and Telecommunications					28	%
OEM’s					16	%
Industrial					27	%
Bridge and Highway					9	%
Petro Chemical					20	%
Operating Margins:
Electrical and Industrial Products		20.5	%	18% to 19%
Galvanizing Services		30.3	%	29% to 30%
Cash Provided By (Used In)Operations	$	65,496		$	75,000
Capital Expenditures	$	10,226		$	14,000
Depreciation and Amortization of Intangible Assets and Debt Issue Cost	$	12,986		$	14,600
Total Bank Debt	$	100,000		$	100,000
Percent of Business By Segment:
Electrical and Industrial Products		57	%		58	%
Galvanizing Services		43	%		42	%

EX 99.2 - 5

Exhibit 99.2

AZZ incorporated

Financial and Other Statistical Information

(unaudited)

($ in Millions)

	Period Ended
Backlog	2/28/09	$	174,831
Bookings			70,719
Shipments			95,492
Backlog	5/31/09	$	150,058
Book to Ship Ratio			.74
Bookings			84,488
Shipments			95,157
Backlog	8/31/09	$	139,389
Book to Ship Ratio			.89
Bookings			73,993
Shipments			81,518
Backlog	11/30/09	$	131,834
Book to Ship Ratio			.91

EX 99.2 - 6