AZZ (AZZ) 8-K/A Financial Statements and Exhibits

Exhibit 99.4

On March 31, 2008, AZZ incorporated entered into an Asset Purchase Agreement to acquire substantially all of the assets AAA Industries, Inc. The purchase price of the transaction was approximately $81.5 million, subject to adjustment as more fully described in the Asset Purchase Agreement filed on Form 8-K on April 2, 2008. The purchased assets included six galvanizing plants (three plants located in Illinois, one plant located in Indiana, one plant located in Minnesota and one plant located in Oklahoma) and related equipment and supplies.

The following is a condensed balance sheet showing the fair values of the assets acquired and the liabilities assumed as of the date of acquisition:

Current Assets	$	18,086
Property and Equipment	$	32,934
Intangible Assets	$	16,070
Goodwill	$	15,574
Total Assets	$	82,664
Current Liabilities	$	(1,193	)
Net Assets Acquired	$	81,471

Of the $16.1 million of intangible assets acquired, $1.8 million, $1.2 million and $13.1 million were assigned to non-compete agreements, trade names and customer relationships, respectively. These intangible assets are being amortized and have a weighted average life of 13.8 years. Goodwill of $15.6 million arising from the acquisition will be allocated to the Galvanizing Services Segment and will be deductible for income tax purposes.

The following pro forma information is based on the assumption the acquisition took place on March 1, 2007 for the income statement. The pro forma Condensed Balance Sheet is as of February 29, 2008, based upon AAA Galvanizing, Inc. historical balance sheet as of March 31, 2008.

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of 2/29/08

	AZZ Historical			AAA Historical			Pro Forma Adjustments				Combined Pro Forma
ASSETS
CURRENT ASSETS
CASH AND CASH EQUIVALENTS	$	2,226,941		$	(868,089	)	$	19,397,249		(1)	$	20,756,101
ACCOUNTS RECEIVABLE (NET OF ALLOWANCE)		38,901,577			7,959,334			-				46,860,911
INVENTORIES		43,426,468			11,155,674			(1,128,742	)	(2)		53,453,400
REVENUE IN EXCESS OF BILLINGS ON
UNCOMPLETED CONTRACTS		13,044,076			-			-				13,044,076
DEFERRED INCOME TAXES		4,391,398			-			-				4,391,398
PREPAID EXPENSES AND OTHER		1,004,383			99,537			-				1,103,920
TOTAL CURRENT ASSETS		102,994,843			18,346,456			18,268,507				139,609,806
PROPERTY, PLANT AND EQUIPMENT (NET)		48,284,910			33,543,641			271,878		(3)		81,218,862
GOODWILL		40,962,104			-			15,573,941		(4)		56,536,045
OTHER ASSETS (NET OF ACCUMULATED AMORTIZATION)		1,077,423			856,624			15,213,376		(5)		17,147,423
TOTAL ASSETS	$	193,319,280		$	52,746,721		$	49,327,702			$	294,512,136
LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES
ACCOUNTS PAYABLE	$	16,035,932		$	553,481		$	-			$	16,589,413
INCOME TAX PAYABLE		706,966			-			-				706,966
ACCRUED SALARIES & WAGES		4,919,804			271,000			-				5,190,804
OTHER ACCRUED LIABILITIES		10,285,285			11,334,123			(10,965,748	)			10,653,660
CUSTOMER ADVANCE PAYMENT		2,115,330			-			-				2,115,330
BILLINGS IN EXCESS OF REVENUE ON												-
UNCOMPLETED CONTRACTS		3,798,179			-			-				3,798,179
COMPENSATION EXPENSE RELATED TO SARS		4,834,325			-			-				4,834,325
TOTAL CURRENT LIABILITIES		42,695,821			12,158,604			(10,965,748	)			43,888,677
LONG TERM DEBT DUE AFTER ONE YEAR		-			24,416,151			75,583,849		(6)		100,000,000
DEFERRED INCOME TAXES		4,466,834			-			-				4,466,834
SHAREHOLDERS' EQUITY
COMMON STOCK, $1 PAR VALUE
SHARES AUTHORIZED-25,000,000
SHARES ISSUED 12,609,160		12,609,160			16,171,966			(16,171,966	)	(7)		12,609,160
CAPITAL IN EXCESS OF PAR VALUE		16,369,938			-			-				16,369,938
RETAINED EARNINGS		119,549,115			-			-				119,549,115
LESS COMMON STOCK HELD IN TREASURY ( 480,188 AND 954,996 SHARES AT COST RESPECTIVELY)		(2,371,588	)		-			-				(2,371,588	)
TOTAL SHAREHOLDERS' EQUITY		146,156,625			16,171,966			(16,171,966	)			146,156,625
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY	$	193,319,280		$	52,746,721		$	48,446,135			$	294,512,136

(1) Excess cash from $100,000,000.00 Senior Notes secured for the purchase of AAA Galvanizing, Inc.

(2) Inventory adjusted to market costs as compared to FIFO inventory cost basis.

(3) Property, plant, and equipment adjusted to fair value per independent appraisal.

(4) Goodwill resulting from purchase price accounting.

(5) Other assets include intangibles for non-compete agreements, trade name, and customer relationships in the amounts of $1.8 million, $1.2 million and $13.1 million respectfully.

(6)	Senior notes secured for the purchase of AAA Galvanizing, Inc.
(7)	Elimination entries required for liabilities and equity not acquired.

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AZZ incorporated
UNAUDITED PROFORMA CONDENSED INCOME STATEMENTS
	TWELVE MONTHS ENDED
	AZZ			AAA			Proforma				Combined
	2/29/08			2/29/08			Adjustments
	(AUDITED)			HISTORICAL
NET SALES	$	320,193,104		$	58,185,987		$	-			$	378,379,091
COSTS AND EXPENSES
COST OF SALES		239,651,058			48,168,203			1,579,323		(1)		289,398,584
SELLING, GENERAL AND ADMINISTRATIVE		36,261,642						(1,743,305	)	(2)		34,518,337
INTEREST EXPENSE		1,494,731			1,956,580			4,283,420		(3)		7,734,731
NET (GAIN) LOSS ON SALE OF PROPERTY, PLANT AND EQUIPMENT		32,211			-			-				32,211
OTHER (INCOME)		(1,079,431	)		(90,000	)		-				(1,169,431	)
		276,360,211			50,034,783			4,119,438				330,514,432
INCOME BEFORE INCOME TAXES		43,832,893			8,151,204			(4,119,438	)			47,864,659
INCOME TAX EXPENSE		16,145,304			180,452			1,304,599		(4)		17,630,355
NET INCOME	$	27,687,589		$	7,970,752		$	(5,424,037	)		$	30,234,304
EARNINGS PER COMMON SHARE
BASIC EARNINGS PER  SHARE	$	2.30									$	2.52
DILUTED EARNINGS PER  SHARE	$	2.26									$	2.47
WEIGHTED AVERAGE COMMON SHARES	$	12,012,789										12,012,789
WEIGHTED AVERAGE COMMON SHARES AND POTENTIALLY DILUTIVE COMMON SHARES	$	12,227,212									$	12,227,212

(1) Additional depreciation and amortization expense in the amount of $1.6 million was included due to the revaluation of fixed assets and intangibles asset appraisals to fair value per independent appraisers report.

(2) Selling and General and Administrative costs were reduced to reflect Compensation expense that will not be continued.

(3) Interest expense was increased to reflect additional debt through Senior Notes to purchase AAA Galvanizing, Inc.

(4) Income taxes were increased to reflect the combined effective tax rates after completion of the acquisition.

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