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Share Name | Share Symbol | Market | Type |
---|---|---|---|
AZZ Inc | NYSE:AZZ | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
1.27 | 1.53% | 84.44 | 84.99 | 83.28 | 83.70 | 58,216 | 15:41:12 |
FORM 10-Q
|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
AZZ incorporated
|
(Exact name of registrant as specified in its charter)
|
TEXAS
|
|
75-0948250
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
One Museum Place, Suite 500
|
|
|
3100 West Seventh Street
|
|
|
Fort Worth, Texas
|
|
76107
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
|
|
ý
|
|
Accelerated filer
|
|
¨
|
|
|
|
|
|||
Non-accelerated filer
|
|
¨
|
|
Smaller Reporting Company
|
|
¨
|
Title of each class:
|
|
Outstanding at May 31, 2014:
|
Common Stock, $1.00 par value per share
|
|
25,650,270
|
|
|
PAGE
NO.
|
PART I.
|
|
|
Item 1.
|
|
|
|
Condensed Financial Statements
|
|
|
||
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
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PART II.
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
|
|
|
|
||
|
|
|
|
|
|
5/31/2014
|
|
2/28/2014
|
||||
|
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
|
||||
Current Assets:
|
|
|
|
|
||||
Cash and Cash Equivalents
|
|
$
|
25,647,673
|
|
|
$
|
27,564,533
|
|
Accounts Receivable (Net of Allowance for Doubtful Accounts of $1,472,138 as of May 31, 2014 and $1,744,321 as of February 28, 2014)
|
|
131,226,689
|
|
|
116,127,857
|
|
||
Inventories:
|
|
|
|
|
||||
Raw Material
|
|
65,925,226
|
|
|
64,817,203
|
|
||
Work-In-Process
|
|
45,413,581
|
|
|
39,780,782
|
|
||
Finished Goods
|
|
2,912,068
|
|
|
2,982,860
|
|
||
Costs and Estimated Earnings In Excess of Billings On Uncompleted Contracts
|
|
31,618,788
|
|
|
27,221,952
|
|
||
Deferred Income Taxes
|
|
14,587,755
|
|
|
7,800,738
|
|
||
Prepaid Expenses and Other
|
|
12,597,611
|
|
|
9,884,798
|
|
||
Total Current Assets
|
|
329,929,391
|
|
|
296,180,723
|
|
||
Property, Plant and Equipment, Net
|
|
197,416,406
|
|
|
197,639,229
|
|
||
Goodwill
|
|
279,735,091
|
|
|
278,556,040
|
|
||
Intangibles and Other Assets, Net
|
|
176,458,606
|
|
|
180,877,043
|
|
||
|
|
$
|
983,539,494
|
|
|
$
|
953,253,035
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
||||
Current Liabilities:
|
|
|
|
|
||||
Accounts Payable
|
|
$
|
52,986,174
|
|
|
$
|
38,832,557
|
|
Income Tax Payable
|
|
7,435,522
|
|
|
5,358,594
|
|
||
Accrued Salaries and Wages
|
|
11,697,417
|
|
|
17,759,777
|
|
||
Other Accrued Liabilities
|
|
18,604,161
|
|
|
17,155,430
|
|
||
Customer Advance Payments
|
|
33,048,627
|
|
|
33,733,099
|
|
||
Profit Sharing
|
|
8,933,326
|
|
|
7,310,000
|
|
||
Debt Due Within One Year
|
|
21,785,714
|
|
|
20,848,214
|
|
||
Billings In Excess of Costs and Estimated Earnings On Uncompleted Contracts
|
|
3,514,832
|
|
|
3,018,379
|
|
||
Total Current Liabilities
|
|
158,005,773
|
|
|
144,016,050
|
|
||
Accrued Liabilities Due After One Year
|
|
9,120,723
|
|
|
9,120,723
|
|
||
Debt Due After One Year
|
|
378,607,143
|
|
|
384,767,857
|
|
||
Deferred Income Taxes
|
|
45,864,821
|
|
|
39,435,143
|
|
||
Shareholders’ Equity:
|
|
|
|
|
||||
Common Stock, $1 Par Value, Shares Authorized 100,000,000 (25,650,270 Shares at May 31, 2014 and 25,577,205 Shares at February 28, 2014)
|
|
25,650,270
|
|
|
25,577,205
|
|
||
Capital In Excess of Par Value
|
|
23,580,488
|
|
|
21,954,777
|
|
||
Retained Earnings
|
|
350,735,426
|
|
|
339,399,556
|
|
||
Accumulated Other Comprehensive Loss
|
|
(8,025,150
|
)
|
|
(11,018,276
|
)
|
||
Total Shareholders’ Equity
|
|
391,941,034
|
|
|
375,913,262
|
|
||
|
|
$
|
983,539,494
|
|
|
$
|
953,253,035
|
|
|
|
Three Months Ended
|
||||||
|
|
5/31/2014
|
|
5/31/2013
|
||||
|
|
(Unaudited)
|
|
(Unaudited)
|
||||
Net Sales
|
|
$
|
216,126,392
|
|
|
$
|
183,174,619
|
|
Cost of Sales
|
|
160,737,654
|
|
|
132,459,556
|
|
||
Gross Margin
|
|
55,388,738
|
|
|
50,715,063
|
|
||
|
|
|
|
|
||||
Selling, General and Administrative
|
|
27,541,286
|
|
|
26,686,938
|
|
||
Operating Income
|
|
27,847,452
|
|
|
24,028,125
|
|
||
|
|
|
|
|
||||
Interest Expense
|
|
4,208,545
|
|
|
4,477,687
|
|
||
Net Gain On Sale of Property, Plant and Equipment
|
|
(26,563
|
)
|
|
(23,341
|
)
|
||
Other Income - net
|
|
(31,049
|
)
|
|
(3,828,037
|
)
|
||
Income Before Income Taxes
|
|
23,696,519
|
|
|
23,401,816
|
|
||
Income Tax Expense
|
|
8,771,128
|
|
|
8,855,033
|
|
||
Net Income
|
|
$
|
14,925,391
|
|
|
$
|
14,546,783
|
|
Earnings Per Common Share
|
|
|
|
|
||||
Basic Earnings Per Share
|
|
$
|
0.58
|
|
|
$
|
0.57
|
|
Diluted Earnings Per Share
|
|
$
|
0.58
|
|
|
$
|
0.57
|
|
|
|
Three Months Ended
|
||||||
|
|
5/31/2014
|
|
5/31/2013
|
||||
|
|
(Unaudited)
|
|
(Unaudited)
|
||||
Net Income
|
|
$
|
14,925,391
|
|
|
$
|
14,546,783
|
|
Other Comprehensive Income (Loss):
|
|
|
|
|
||||
Foreign Currency Translation Adjustments
|
|
|
|
|
||||
Unrealized Translation Gains (Losses)
|
|
3,006,686
|
|
|
(546,481
|
)
|
||
Interest Rate Swap, Net of Income Tax of $7,301 and $7,301 respectively
|
|
(13,560
|
)
|
|
(13,560
|
)
|
||
Other Comprehensive Income (Loss)
|
|
2,993,126
|
|
|
(560,041
|
)
|
||
Comprehensive Income
|
|
$
|
17,918,517
|
|
|
$
|
13,986,742
|
|
|
|
Three Months Ended
|
||||||
|
|
5/31/2014
|
|
5/31/2013
|
||||
|
|
(Unaudited)
|
|
(Unaudited)
|
||||
Cash Flows From Operating Activities:
|
|
|
|
|
||||
Net Income
|
|
$
|
14,925,391
|
|
|
$
|
14,546,783
|
|
Adjustments To Reconcile Net Income To Net Cash Provided By Operating Activities:
|
|
|
|
|
||||
Provision For Doubtful Accounts
|
|
(196,853
|
)
|
|
(89,887
|
)
|
||
Amortization and Depreciation
|
|
11,537,590
|
|
|
10,065,220
|
|
||
Deferred Income Taxes
|
|
(462,376
|
)
|
|
2,254,920
|
|
||
Net Gain on Sale of Property, Plant & Equipment
|
|
(26,563
|
)
|
|
(23,341
|
)
|
||
Amortization of Deferred Borrowing Costs
|
|
365,632
|
|
|
280,025
|
|
||
Share Based Compensation Expense
|
|
1,139,372
|
|
|
1,607,220
|
|
||
Effects of Changes In Assets & Liabilities:
|
|
|
|
|
||||
Accounts Receivable
|
|
(14,591,042
|
)
|
|
27,931,086
|
|
||
Inventories
|
|
(6,550,636
|
)
|
|
(4,826,240
|
)
|
||
Prepaid Expenses and Other
|
|
(2,688,064
|
)
|
|
(3,318,159
|
)
|
||
Other Assets
|
|
77,734
|
|
|
(4,004,609
|
)
|
||
Net Change In Billings Related To Costs and Estimated Earnings On Uncompleted Contracts
|
|
(3,838,061
|
)
|
|
(6,451,003
|
)
|
||
Accounts Payable
|
|
13,938,173
|
|
|
412,684
|
|
||
Other Accrued Liabilities and Income Taxes Payable
|
|
(1,536,161
|
)
|
|
1,493,841
|
|
||
Net Cash Provided By Operating Activities
|
|
12,094,136
|
|
|
39,878,540
|
|
||
Cash Flows From Investing Activities:
|
|
|
|
|
||||
Proceeds From Sale Or Insurance Settlement of Property, Plant, and Equipment
|
|
33,933
|
|
|
28,662
|
|
||
Purchase of Property, Plant and Equipment
|
|
(5,854,132
|
)
|
|
(11,607,540
|
)
|
||
Acquisition of Subsidiaries, Net of Cash Acquired
|
|
—
|
|
|
(276,599,990
|
)
|
||
Net Cash Used In Investing Activities
|
|
(5,820,199
|
)
|
|
(288,178,868
|
)
|
||
Cash Flows From Financing Activities:
|
|
|
|
|
||||
Excess Tax Benefits From Stock Options and Stock Appreciation Rights
|
|
365,615
|
|
|
1,114,728
|
|
||
Proceeds from Revolving Loan
|
|
10,000,000
|
|
|
197,000,000
|
|
||
Payments on Revolving Loan
|
|
—
|
|
|
(15,000,000
|
)
|
||
Proceeds on Long Term Debt
|
|
—
|
|
|
75,000,000
|
|
||
Payments on Long Term Debt
|
|
(15,223,214
|
)
|
|
(14,285,714
|
)
|
||
Debt Acquisition Costs
|
|
—
|
|
|
(5,880,539
|
)
|
||
Payments of Dividends
|
|
(3,589,521
|
)
|
|
(3,566,265
|
)
|
||
Net Cash (Used In) Provided by Financing Activities
|
|
(8,447,120
|
)
|
|
234,382,210
|
|
||
Effect of Exchange Rate Changes on Cash
|
|
256,323
|
|
|
(44,515
|
)
|
||
Net Decrease In Cash & Cash Equivalents
|
|
(1,916,860
|
)
|
|
(13,962,633
|
)
|
||
Cash & Cash Equivalents At Beginning of Period
|
|
27,564,533
|
|
|
55,597,751
|
|
||
Cash & Cash Equivalents At End of Period
|
|
$
|
25,647,673
|
|
|
$
|
41,635,118
|
|
Supplemental Disclosures
|
|
|
|
|
||||
Cash Paid For Interest
|
|
$
|
3,497,852
|
|
|
$
|
2,821,579
|
|
Cash Paid For Income Taxes
|
|
$
|
6,485,943
|
|
|
$
|
403,372
|
|
|
|
Common Stock
|
|
Capital in
Excess of
Par Value
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
|
|||||||||||||
|
|
|
|
||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance at February 28, 2014
|
|
25,577,205
|
|
|
$
|
25,577,205
|
|
|
$
|
21,954,777
|
|
|
$
|
339,399,556
|
|
|
$
|
(11,018,276
|
)
|
|
$
|
375,913,262
|
|
Stock Compensation
|
|
—
|
|
|
—
|
|
|
1,139,372
|
|
|
—
|
|
|
—
|
|
|
1,139,372
|
|
|||||
Restricted Stock Units
|
|
12,081
|
|
|
12,081
|
|
|
(267,311
|
)
|
|
—
|
|
|
—
|
|
|
(255,230
|
)
|
|||||
Stock Issued for SARs
|
|
25,402
|
|
|
25,402
|
|
|
(625,084
|
)
|
|
—
|
|
|
—
|
|
|
(599,682
|
)
|
|||||
Employee Stock Purchase Plan
|
|
35,582
|
|
|
35,582
|
|
|
1,013,119
|
|
|
—
|
|
|
—
|
|
|
1,048,701
|
|
|||||
Federal Income Tax Deducted on Stock Options and SARs
|
|
—
|
|
|
—
|
|
|
365,615
|
|
|
—
|
|
|
—
|
|
|
365,615
|
|
|||||
Cash Dividend Paid
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,589,521
|
)
|
|
—
|
|
|
(3,589,521
|
)
|
|||||
Net Income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,925,391
|
|
|
—
|
|
|
14,925,391
|
|
|||||
Foreign Currency Translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,006,686
|
|
|
3,006,686
|
|
|||||
Interest Rate Swap, Net of $7,301 Income Tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,560
|
)
|
|
(13,560
|
)
|
|||||
Balance at May 31, 2014
|
|
25,650,270
|
|
|
$
|
25,650,270
|
|
|
$
|
23,580,488
|
|
|
$
|
350,735,426
|
|
|
$
|
(8,025,150
|
)
|
|
$
|
391,941,034
|
|
1.
|
The Company and Basis of Presentation
|
2.
|
Earnings Per Share
|
|
|
Three Months Ended May 31,
|
||||||
|
|
2014
|
|
2013
|
||||
|
(Unaudited)
(In thousands except share and per share data)
|
|||||||
Numerator:
|
|
|
|
|
||||
Net income for basic and diluted earnings per common share
|
|
$
|
14,925
|
|
|
$
|
14,547
|
|
Denominator:
|
|
|
|
|
||||
Denominator for basic earnings per common share–weighted average shares
|
|
25,622,958
|
|
|
25,463,942
|
|
||
Effect of dilutive securities:
|
|
|
|
|
||||
Employee and Director stock awards
|
|
115,808
|
|
|
201,390
|
|
||
Denominator for diluted earnings per common share
|
|
25,738,766
|
|
|
25,665,332
|
|
||
Earnings per share basic and diluted:
|
|
|
|
|
||||
Basic earnings per common share
|
|
$
|
0.58
|
|
|
$
|
0.57
|
|
Diluted earnings per common share
|
|
$
|
0.58
|
|
|
$
|
0.57
|
|
3.
|
Stock-based Compensation
|
|
|
Restricted
Stock Units
|
|
Weighted
Average Grant
Date Fair Value
|
|||
Non-Vested Balance as of February 28, 2014
|
|
70,352
|
|
|
$
|
45.96
|
|
Granted
|
|
43,075
|
|
|
42.89
|
|
|
Vested
|
|
(14,328
|
)
|
|
22.65
|
|
|
Forfeited
|
|
(2,172
|
)
|
|
42.47
|
|
|
Non-Vested Balance as of May 31, 2014
|
|
96,927
|
|
|
$
|
40.13
|
|
|
|
Options/SAR’s
|
|
Weighted Average
Exercise Price
|
|||
Outstanding as of February 28, 2014
|
|
396,174
|
|
|
$
|
26.64
|
|
Granted
|
|
120,266
|
|
|
43.92
|
|
|
Exercised
|
|
(81,049
|
)
|
|
22.61
|
|
|
Forfeited
|
|
(4,590
|
)
|
|
41.50
|
|
|
Outstanding as of May 31, 2014
|
|
430,801
|
|
|
$
|
32.06
|
|
Exercisable as of May 31, 2014
|
|
213,317
|
|
|
$
|
21.35
|
|
Weighted average fair value of options and SARs granted during the period ended May 31, 2014
|
|
|
|
$
|
43.92
|
|
Period ended May 31,
|
|
2014
|
|
2013
|
||||
Compensation Expense
|
|
$
|
1,139,372
|
|
|
$
|
1,607,220
|
|
Income tax benefits
|
|
$
|
398,780
|
|
|
$
|
562,527
|
|
4.
|
Segments
|
|
|
Three Months Ended May 31,
|
||||||
|
|
2014
|
|
2013
|
||||
|
(Unaudited)
(In thousands) |
|||||||
Net Sales:
|
|
|
|
|
||||
Energy
|
|
$
|
130,521
|
|
|
$
|
96,466
|
|
Galvanizing Services
|
|
85,605
|
|
|
86,709
|
|
||
Total Net Sales
|
|
216,126
|
|
|
183,175
|
|
||
Operating Income (a):
|
|
|
|
|
||||
Energy
|
|
13,812
|
|
|
13,048
|
|
||
Galvanizing Services
|
|
21,990
|
|
|
21,499
|
|
||
Total Segment Operating Income
|
|
35,802
|
|
|
34,547
|
|
||
General Corporate Expense (b)
|
|
7,893
|
|
|
10,471
|
|
||
Interest Expense
|
|
4,209
|
|
|
4,478
|
|
||
Other (Income) Expense, Net (c)
|
|
3
|
|
|
(3,804
|
)
|
||
Total Corporate Expenses
|
|
12,105
|
|
|
11,145
|
|
||
Income Before Income Taxes
|
|
$
|
23,697
|
|
|
$
|
23,402
|
|
Total Assets:
|
|
|
|
|
||||
Energy
|
|
$
|
559,341
|
|
|
$
|
557,135
|
|
Galvanizing Services
|
|
383,612
|
|
|
378,102
|
|
||
Corporate
|
|
40,586
|
|
|
46,959
|
|
||
|
|
$
|
983,539
|
|
|
$
|
982,196
|
|
(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 expense, net includes gains or losses on sale of property, plant and equipment and other (income) expenses not specifically identifiable to a segment.
|
5.
|
Warranty Reserves
|
|
Warranty Reserve
|
||
|
(unaudited)
|
||
|
(in thousands)
|
||
Balance at February 28, 2014
|
$
|
1,338
|
|
Warranty costs incurred
|
(597
|
)
|
|
Additions charged to income
|
288
|
|
|
Balance at May 31, 2014
|
$
|
1,029
|
|
6.
|
Acquisitions
|
|
|
Three Months Ended May 31,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(In thousands, except for per share amounts)
|
||||||
Net Sales
|
|
$
|
216,126
|
|
|
$
|
206,270
|
|
Net Income
|
|
$
|
14,925
|
|
|
$
|
17,429
|
|
Earnings Per Common Share
|
|
|
|
|
||||
Basic Earnings Per Share
|
|
$
|
0.58
|
|
|
$
|
0.68
|
|
Diluted Earnings Per Share
|
|
$
|
0.58
|
|
|
$
|
0.68
|
|
|
($ in thousands)
|
||
Current Assets
|
$
|
78,619
|
|
Property and Equipment
|
27,669
|
|
|
Intangible Assets
|
87,100
|
|
|
Goodwill
|
109,636
|
|
|
Other Assets
|
205
|
|
|
Total Assets Acquired
|
303,229
|
|
|
Current Liabilities
|
(27,527
|
)
|
|
Net Assets Acquired
|
$
|
275,702
|
|
ASSET
|
|
LIFE
|
|
|
|
Technology
|
|
3-9 years
|
Customer Related Intangibles
|
|
14 years
|
Tradename
|
|
19 years
|
7.
|
Subsequent Events
|
|
|
Period Ended
|
|
|
|
Period Ended
|
|
|
||||
Backlog
|
|
2/28/2014
|
|
$
|
325,013
|
|
|
02/28/2013
|
|
$
|
221,714
|
|
Acquired backlog
|
|
|
|
—
|
|
|
|
|
50,394
|
|
||
Bookings
|
|
|
|
200,158
|
|
|
|
|
181,680
|
|
||
Shipments
|
|
|
|
216,126
|
|
|
|
|
183,175
|
|
||
Backlog
|
|
5/31/2014
|
|
$
|
309,045
|
|
|
5/31/2013
|
|
$
|
270,613
|
|
Book to Ship Ratio
|
|
|
|
0.93
|
|
|
|
|
0.99
|
|
|
|
Three Months Ended
|
||||||
|
|
5/31/2014
|
|
5/31/2013
|
||||
|
|
(In thousands)(unaudited)
|
||||||
Revenue:
|
|
|
|
|
||||
Energy
|
|
$
|
130,521
|
|
|
$
|
96,466
|
|
Galvanizing Services
|
|
85,605
|
|
|
86,709
|
|
||
Total Revenue
|
|
$
|
216,126
|
|
|
$
|
183,175
|
|
|
|
Operating
Leases |
|
Long-Term
Debt |
|
Interest
|
|
Total
|
||||||||
|
|
(In thousands)
|
||||||||||||||
2015
|
|
$
|
5,651
|
|
|
$
|
5,625
|
|
|
$
|
11,935
|
|
|
$
|
23,211
|
|
2016
|
|
6,858
|
|
|
21,786
|
|
|
14,259
|
|
|
42,903
|
|
||||
2017
|
|
6,493
|
|
|
23,192
|
|
|
13,210
|
|
|
42,895
|
|
||||
2018
|
|
4,733
|
|
|
16,629
|
|
|
12,176
|
|
|
33,538
|
|
||||
2019
|
|
3,228
|
|
|
208,161
|
|
|
8,217
|
|
|
219,606
|
|
||||
Thereafter
|
|
4,020
|
|
|
125,000
|
|
|
13,550
|
|
|
142,570
|
|
||||
Total
|
|
$
|
30,983
|
|
|
$
|
400,393
|
|
|
$
|
73,347
|
|
|
$
|
504,723
|
|
•
|
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: June 27, 2014
|
By:
|
/s/ Paul W. Fehlman
|
|
|
Paul Fehlman
Senior Vice President Finance
Chief Financial Officer
|
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 Articles 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 on Form 10-Q filed by Registrant for the quarter ended August 31, 2000).
|
|
|
|
3(5)
|
|
Amended and Restated Bylaws of AZZ incorporated (incorporated by reference to the Exhibit 3(1) to the Current Report on Form 8-K filed by the Registrant on November 27, 2007).
|
|
|
|
3(6)
|
|
Amended and Restated Bylaws of AZZ incorporated (incorporated by reference to the Exhibit 3(1) to the Current Report on Form 8-K filed by the Registrant on April 3, 2009).
|
|
|
|
3(7)
|
|
Amended and Restated Bylaws of AZZ incorporated (incorporated by reference to Exhibit 3(1) to the Current Report on Form 8-K filed by the Registrant on April 29, 2013).
|
|
|
|
3(8)
|
|
Amended and Restated Bylaws of AZZ incorporated (incorporated by reference to Exhibit 3(1) to the Current Report on Form 8-K filed by the Registrant on April 8, 2014).
|
|
|
|
4
|
|
Form of Stock Certificate for the Company's $1.00 par value Common Stock (incorporated by reference to the Quarterly Report on Form 10-Q filed by Registrant August 31, 2000).
|
|
|
|
10(1)
|
|
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 Current Report on Form 8-K filed by the registrant on April 2, 2008).
|
|
|
|
10(2)
|
|
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).
|
|
|
|
10(3)
|
|
AZZ incorporated Employee Stock Purchase Plan (incorporated by reference to Appendix B of the Proxy Statement for the 2008 Annual Shareholders Meeting).
|
|
|
|
10(4)
|
|
Note Purchase Agreement, dated as of January 20, 2011, by and among AZZ incorporated and the purchasers identified therein (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by the registrant on January 21, 2011).
|
|
|
|
10(5)
|
|
Credit Agreement, dated as of March 27, 2013, by and among AZZ, Bank of America, as Administrative Agent, Swing Line Lender and L/C Issuer, and the other lenders party thereto (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the registrant on April 2, 2013).
|
31.1
|
|
Chief Executive Officer Certificate pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated June 27, 2014. Filed Herewith.
|
|
|
|
||
31.2
|
|
Chief Financial Officer Certificate pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated June 27, 2014. Filed Herewith.
|
|
|
|
||
32.1
|
|
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 June 27, 2014. Filed Herewith.
|
|
|
|
||
32.2
|
|
Chief Financial Officer Certificate pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated June 27, 2014. Filed Herewith.
|
|
|
|
||
101.INS
|
|
XBRL Instance Document
|
|
|
|
||
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
||
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
||
101.DEF
|
|
XBRL Taxonomy Definition Linkbase
|
|
|
|
||
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
||
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
1 Year AZZ Chart |
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