AZZ INC FORM 10-K/A. (Amended Annual Report) Filed 05/02/13 for the Period Ending 05/02/13

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1 AZZ INC FORM 10-K/A (Amended Annual Report) Filed 05/02/13 for the Period Ending 05/02/13 Address ONE MUSEUM PLACE, SUITE W 7TH STREET FORT WORTH, TX, Telephone CIK Symbol AZZ SIC Code Electric Lighting And Wiring Equipment Industry Electrical Components & Equipment Sector Industrials Fiscal Year 02/28 Copyright 2017, EDGAR Online, a division of Donnelley Financial Solutions. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, a division of Donnelley Financial Solutions, Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C FORM 10-K/A Amendment No. 1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28, 2013 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: AZZ incorporated (Exact name of registrant as specified in its charter) TEXAS (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) One Museum Place, Suite West Seventh Street Fort Worth, Texas (Address of principal executive offices) (Zip Code) (817) (Registrant's telephone number, including area code) None (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, $1.00 par value per share New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No

3 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See definition of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller Reporting Company Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No As of August 31, 2012 (the last business day of its most recently completed second fiscal quarter), the aggregate market value of the registrant's common stock held by nonaffiliates of the registrant was $776,841,787 based on the closing sale price of $31.76 per share as reported on the New York Stock Exchange. For purposes of determining the above stated amount, only the directors, executive officers and 10% or greater shareholders of the registrant have been deemed affiliates; however, this does not represent a conclusion by the registrant that any or all such persons are affiliates of the registrant. As of April 15, 2013, there were 25,473,321 shares of the registrant's common stock ($1.00 par value) outstanding. DOCUMENTS INCORPORATED BY REFERENCE Document Parts Into Which Incorporated 2

4 EXPLANATORY NOTE This Amendment No. 1 to the Annual Report on Form 10-K of AZZ incorporated (the Company ) for the fiscal year ended February 28, 2013 is being filed solely for the purpose of filing as an exhibit the list of the Company's subsidiaries as required by Item 601 of Regulation S-K, which list was inadvertently omitted from the originally filed Form 10-K. This Form 10-K/A amends Part IV Item 15, Exhibits and Financial Statement Schedules, with respect to the original Form 10-K, in order to make such correction. Except as described above, no other changes have been made to the original Form 10-K, and this Form 10-K/A does not amend, update, or change the financial statements or any other items or disclosures in the original Form 10-K. This Form 10-K/A does not reflect events occurring after the filing of the original Form 10-K or modify or update those disclosures, including any exhibits to the original Form 10-K affected by subsequent events. Information not affected by the change described above is unchanged and reflects the disclosures made at the time of the filing of the original Form 10-K on April 29, Accordingly, this Form 10-K/A should be read in conjunction with our filings made with the Securities and Exchange Commission subsequent to the filing of the original Form 10-K, including any amendments to those filings.

5 Item 15. Exhibits and Financial Statement Schedules. Exhibits Required by Item 601 of Regulation S-K A list of the exhibits required by Item 601 of Regulation S-K and filed as part of this Form 10-K/A is set forth in the Index to Exhibits beginning on page 4, which immediately precedes such exhibits.

6 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AZZ incorporated (Registrant) Date: 5/2/2013 By: /s/ David H. Dingus David H. Dingus, Principal Executive Officer and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of AZZ and in the capacities and on the dates indicated. /s/david H. Dingus David H. Dingus, Principal Executive Officer and Director /s/ Dana L. Perry Dana L. Perry, Principal Financial Officer and Director /s/daniel R. Feehan Daniel R. Feehan, Director /s/ Richard Butler Richard Butler, Vice President and Controller, Principal Accounting Officer /s/martin C. Bowen Martin C. Bowen, Director /s/peter A. Hegedus Peter A. Hegedus, Director /s/daniel E. Berce Daniel E. Berce, Director /s/dr. H. Kirk Downey Dr. H. Kirk Downey, Chairman of the Board and Director /s/sam Rosen Sam Rosen, Director /s/kevern R. Joyce Kevern R. Joyce, Director

7 EXHIBIT INDEX Exhibit No. 21 Subsidiaries of the Company. Filed Herewith Chief Executive Officer Certificate pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated May 2, Filed Herewith Chief Financial Officer Certificate pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated May 2, Filed Herewith. Chief Executive Officer Certificate pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of dated May 2, Filed Herewith. Chief Financial Officer Certificate pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of dated May 2, Filed Herewith.

8 (Last Revised 5/2013) Arizona Galvanizing, Inc /28/93 Hobson Galvanizing, Inc /4/97 Arkgalv, Inc. ( d/b/a Arkansas Galvanizing, Inc.) /29/88 AR AR MS MS The Calvert Company, Inc /28/90 MS AZ AZ LA LA AZZ Holdings, Inc /3/91 DE DE Aztec Manufacturing Partnership, Ltd /4/91 TX TX Rig-A-Lite Partnership, Ltd /4/91 TX TX TX TX Aztec Manufacturing- Waskom Partnership, Ltd /4/91 International Galvanizers Partnership, Ltd /26/97 TX TX 1% General Partner 99% Limited Partner Aztec Industries, Inc. - Moss Point /1/86 MS Automatic Processing Incorporated /6/77 State of Commercial Domicile Date of Formation Reporting Legend: Domestic Corporation Domestic Limited Partnership State of Formation AZZ /29/59 TX DE Footnote Reference FEIN MS Drilling Rig Electrical Systems Co. Partnership, Ltd /29/97 TX TX AZZ incorporated /26/56 TX TX AL AL Gulf Coast Galvanizing, Inc /28/94 TX DE Arbor-Crowley, Inc /3/91 KS KS Atkinson Industries, Inc /23/36 Aztec Industries, Inc /21/69 MS MS MS AZZ GP, LLC No FEÍN 9/30/2000 TX DE AZZ LP, LLC No FEÍN 9/30/2000 TX DE Domestic Check- the-box Limited Partnership Domestic LLC CGIT Systems, Inc /1/99 MA DE Westside Galvanizing Services, Inc /1/2000 LA DE AZZ Group, LP /30/00 TX DE 1% General Partner 99% Limited Partner Central Electric Company MO MO Carter and Crawley, Inc. SC DE Central Electric Manufacturing Company MO MO Electrical Power Systems, Inc. OK MO Clark Control Systems, Inc. TN MO Witt Galvanizing Cincinnati, Inc. OH DE Witt Galvanizing Muncie, Inc. IN DE Witt Galvanizing Plymouth, Inc. IN DE Schedule 1- Subsidiaries of Registrant AAA Galvanizing Chelsea, Inc. OK DE AAA Galvanizing Hamilton, Inc. IN DE AAA Galvanizing Winsted, Inc. MN DE AAA Galvanizing Peoria, Inc. IL DE AAA Galvanizing Joliet, Inc. IL DE AAA Galvanizing Dixon, Inc. IL DE AZZ Canada Limited NP0001 Canada AZZ Blenkhorn & Sawle Limited NP0001 Canada AZZ Delaware, Inc /01/09 Dba/ AZZ Galvanizing Pilot Dba/ AZZ Galvanizing Bristol DE DE North American Galvanizing & Coatings Inc. DE North American Galvanizing Company DE NAGalv Ohio, Inc DE Rogers Galvanizing Company Kansas City OK Reinforcing Services, Inc OK Premier Coatings, Inc. OK NAGALV WV, Inc DE Dba/ AZZ Galvan Metal Canada AZZ Trading (Shanghai) Co., LTD Dba/ AZZ Galvcast Canada Dba/ AZZ G3 Nova Scotia Canada WV VA Nuclear Logistics, Inc. 75-9/1/12 TX DE AQUILEX Specialty Repair and Overhaul (See Page 2) 1

9 Schedule 1 (continued) Subsidiaries of Registrant AZZ Aquilex Aquilex Specialty Repair and Overhaul LLC (GA) (DE) Aquilex WSI LLC (GA) (DE) Aquilex SMS LLC (FL) (FL) Aquilex Welding Services B.V. No FEIN (Netherlands) Aquilex Welding Services Poland, Sp. z.o.o. No FEIN (Poland) Aquilex WSI do Brasil Ltda (Brazil) Aquilex WSI Canada, ULC (Canada) Aquilex WSI Holding B.V (Netherlands) Aquilex WSI Holding Cooperative UA (Netherlands) SMS Global Inc (FL) (FL) AZZ incorporated /26/56 Arbor-Crowley, Inc /3/91 TX TX TX DE 2 99% 1%

10

11 Certification by David H. Dingus Pursuant to Securities Exchange Act Rule 13a-14(a) I, David H. Dingus, certify that: 1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended February 28, 2013 of AZZ incorporated; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. Dated: May 2, 2013 /s/ David H. Dingus David H. Dingus President and Chief Executive Officer

12 Certification by Dana L. Perry Pursuant to Securities Exchange Act Rule 13a-14(a) I, Dana L. Perry, certify that: 1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended February 28, 2013 of AZZ incorporated; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 1. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 2. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and a) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. Dated: May 2, 2013 /s/ Dana L. Perry Dana L. Perry Senior Vice President and Chief Financial Officer

13 EXHIBIT 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned, David H. Dingus, has executed this certification in connection with the filing with the Securities and Exchange Commission of AZZ incorporated's Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended February 28, 2013 (the Report ). The undersigned hereby certifies that: 1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of AZZ incorporated. Date: May 2, 2013 /s/ David H. Dingus David H. Dingus President and Chief Executive Officer

14 EXHIBIT 32.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned, Dana L. Perry, has executed this certification in connection with the filing with the Securities and Exchange Commission of AZZ incorporated's Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended February 28, 2013 (the Report ). The undersigned hereby certifies that: 1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of AZZ incorporated. Date: May 2, 2013 /s/ Dana L. Perry Dana L. Perry Senior Vice President and Chief Financial Officer

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