AZZ (AZZ) 8-K Results of Operations and Financial Condition

Exhibit 99.2

Unaudited Financial and Other Statistical Information for the Three Month Period Ended May 31, 2009, and Guidance for Fiscal Year 2010

AZZ incorporated

Condensed Consolidated Statements of Income

(unaudited)

($ in Thousands except per share amount)

	Three Months Ended May 31, 2009			Three Months Ended May 31, 2008
Net Sales	$	95,492		$	99,958
Cost of Sales		65,804			73,689
Selling, General and Administrative		12,124			9,857
Interest Expense		1,687			1,121
Net (Gain) Loss on Sale of Property, Plant and Equipment		(5	)		(3	)
Other (Income)		(81	)		(484	)
		79,528			84,186
Income Before Income Taxes and Accounting Changes		15,964			15,773
Income Tax Expense		6,064			5,650
Net Income	$	9,900		$	10,123
Income Per Share:
Basic	$	.81		$	.83
Diluted	$	.80		$	.82

1

Exhibit 99.2

AZZ incorporated

Condensed Consolidated Balance Sheet

 (unaudited)

($ in Thousands)

Assets:	Period Ended May 31, 2009
Current assets:
Cash and cash equivalents	$	57,689
Accounts receivable, net of allowance for doubtful accounts		58,731
Inventories		49,986
Costs and estimated earnings in excess of billings on uncompleted contracts		12,022
Deferred income taxes		4,327
Prepaid expenses and other		3,183
Total current assets		185,938
Net property, plant, and equipment		87,962
Goodwill		67,682
Other Assets		18,483
	$	360,065
Liabilities and Shareholders’ Equity:
Current liabilities:
Accounts payable	$	16,464
Accrued liabilities		32,773
Long-term debt due within one year		-0-
Total current liabilities		49,237
Long-term debt due after one year		100,000
Deferred income taxes		10,140
Shareholders’ equity		200,688
	$	360,065

2

Exhibit 99.2

AZZ incorporated

Condensed Consolidated Statement of Cash Flows

 (unaudited)

($ in Thousands)

	Period Ended May 31, 2009
Net cash provide by operating activities	$	13,740
Net cash used in investing activities		(3,700	)
Net cash provided by (used in) financing activities		66
Effect of exchange rate changes on cash		26
Net (decrease) increase in cash and cash equivalents		10,131
Cash and cash equivalents at beginning of period		47,558
Cash and cash equivalents at end of period	$	57,689

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 May 31, 2009			Three Months Ended  May 31, 2008
Net sales:
Electrical and Industrial Products	$	55,386		$	52,006
Galvanizing Services		40,106			47,952
	$	95,492		$	99,958
Segment operating income (a):
Electrical and Industrial Products	$	10,512		$	7,932
Galvanizing Services		12,793			13,358
	$	23,305		$	21,290
General corporate expenses (b)		5,684			4,558
Interest expense		1,687			1,121
Other (income) expense, net (c)		(30	)		(162	)
	$	7,341		$	5,517
Income Before Taxes	$	15,964		$	15,773
Total assets:
Electrical and Industrial Products		159,785		$	135,565
Galvanizing Services		133,998			154,341
Corporate		66,282			23,868
	$	360,065		$	313,774

(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.

4

Exhibit 99.2

AZZ incorporated

Financial and Other Statistical Information

(unaudited)

($ in Thousand except per share amount)

	Actual Year to Date May 31, 2009			Projected Year Ended February 28, 2010
Net Sales:
Electrical and Industrial Products	$	55,386		$	220,000 to $230,000
Galvanizing Services	$	40,106		$	150,000 to $160,000
Total Sales	$	95,492		$	370,000 to $390,000
Diluted earnings per share	$	.80		$	2.70 to $2.90
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		19.0	%	16% to 18%
Galvanizing Services		31.9	%	25% to 27%
Cash Provided By Operations	$	13,740		$	75,000
Capital Expenditures	$	3,709		$	14,000
Depreciation and Amortization of    Intangible Assets and Debt Issue Cost	$	4,153		$	14,600
Total Bank Debt	$	100,000		$	100,000
Percent of Business By Segment:
Electrical and Industrial Products		58	%		58	%
Galvanizing Services		42	%		42	%

5

Exhibit 99.2

AZZ incorporated

Financial and Other Statistical Information

(unaudited)

($ in Thousands)

	Three Months Ended May 31, 2009
Book to Ship Ratio:
2/28/08 Backlog	$	174,831
Qtr. Ending 5/31/09 Bookings		70,719
Qtr. Ending 5/31/09 Shipments		95,492
5/31/09 Backlog	$	150,058
Book to Ship Ratio		.74

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