8-K

FORM 8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, S.C.  20549

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 15, 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 7th Street Fort Worth, TX 76107 (Address of principal executive offices, including zip code)

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

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))

ITEM 8.01 OTHER EVENTS

On January 15, 2010, the Company issued a press release containing financial projections and guidance for the fiscal year beginning March 1, 2010 and ending February 28, 2011.  The press release is furnished with this report as Exhibit 99.1 and is incorporated herein by reference.  Also furnished with and incorporated into this report is Exhibit 99.2, Financial and Other Statistical Information, which contains guidance and selected financial projections for the fiscal year ending February 28, 2011.  The guidance contained in the attached exhibits 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.  The Company undertakes 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 dated January 15, 2010.
Exhibit 99.2	Projected Financial and Other Statistical Information for Fiscal Year 2011

FORWARD LOOKING STATEMENTS

Except for the statements of historical fact, this report 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 and steel, aluminum and copper which are used in the electrical and industrial segment; 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, a downturn in market conditions in any industry relating to the products we 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 laws and regulations related to environmental matters, including those addressing the risks of global climate change; and other political developments and laws and regulations.  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.

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:  1/15/2010	By: /s/ Dana Perry
	Dana Perry Senior Vice President Finance Chief Financial Officer

EX-99.1

AZZ incorporated Issues Revenue and Earnings Guidance for Fiscal - Year 2011

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 15, 2010 – FORT WORTH, TX - AZZ incorporated (NYSE: AZZ), a manufacturer of electrical products and a provider of galvanizing services, today announced revenue and earnings guidance for Fiscal Year 2011.  Fiscal Year 2011 refers to the 12 month period beginning March 1, 2010 and ending on February 28, 2011.

David H. Dingus, president and chief executive officer of the company, stated, “Based upon the evaluation of information currently available to management, we are projecting a year that will be below the actual results of Fiscal 2009 and the guidance that has been issued for Fiscal 2010.  We believe that this reduction in revenues is the result of continued uncertainty in the global economy, combined with customers concerns’ over potential regulatory and legislative changes.  Despite these challenges, AZZ is projecting another profitable year.  Accomplishment of these projections would be our 24th consecutive year of profitability. Our earnings are estimated to be within the range of $1.85 and $2.20 per diluted share, and revenues are estimated to be within the range of $310 to $330 million. We continue to build upon the success we have been able to achieve over the past decade, and continually strive to further enhance the performance of the Company. The decrease that we are projecting in our Electrical and Industrial Products Segment is the result of the market conditions we are facing.  The Galvanizing Services Segment revenues are projected to be flat to up slightly, consistent with economic conditions.  It is anticipated that 49 percent of our revenues will be derived from the Electrical and Industrial Products Segment and 51 percent from Galvanizing Services Segment.  Margins for both Segments are projected to remain very strong, and should be in the range of 13.5 to 15.5 percent for the Electrical and Industrial Products Segment and 24 to 26 percent in the Galvanizing Services Segment.  Further information is provided in our Form 8-K filed on January 15, 2010.”

Mr. Dingus continued, “Our next, regularly scheduled quarterly conference call is in April 2010, where we will be reporting the operating results for the fourth quarter and 2010 fiscal year.  We are continuing our efforts to seek out growth and expansion opportunities.  The strength of our balance sheet and cash position fully supports this strategy.  The company is well positioned to capitalize on improving market conditions, in both segments.”

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, a downturn in market conditions in any industry relating to the products we 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 laws and regulations related to environmental matters, including those addressing the risks of global climate change; and other political developments and laws and regulations.  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--

EX-99.2

Revised January 15, 2010

Exhibit 99.2

AZZ incorporated

Financial and Other Statistical Information

(unaudited)

($ in Thousands except per share amount)

	Projected Year End February 28, 2010			Projected Year Ended February 28, 2011
Net Sales:
Electrical and Industrial Products	$	200,000 to $205,000		$	150,000 to $160,000
Galvanizing Services	$	155,000 to $160,000		$	160,000 to $170,000
Total Sales	$	355,000 to $365,000		$	310,000 to $330,000
Diluted earnings per share	$	3.00 to $3.10		$	1.85 to $2.20
Net Sales by Market Segment:
Power Generation		17	%		16	%
Transmission and Distribution		34	%		32	%
Industrial		49	%		52	%
Electrical and Industrial Products
Revenues by Industry:
Power Generation		22	%		20	%
Transmission and Distribution		48	%		47	%
Industrial		30	%		33	%
Galvanizing Services
Revenues by Industry:
Electrical and Telecommunications		28	%		28	%
OEM’s		11	%		11	%
Industrial		35	%		32	%
Bridge and Highway		8	%		9	%
Petrochemical		18	%		20	%
Operating Margins:
Electrical and Industrial Products	19% to 20		%	13.5% to 15.5		%
Galvanizing Services	29% to 30		%	24% to 26		%
Cash Provided By (Used In)Operations	$	75,000		$	48,000
Capital Expenditures	$	14,000		$	15,000
Depreciation and Amortization of Intangible Assets and Debt Issue Cost	$	17,300		$	17,000
Total Bank Debt	$	100,000		$	100,000
Percent of Business By Segment:
Electrical and Industrial Products		57	%		49	%
Galvanizing Services		43	%		51	%