Backlog Table
                           (in thousands)(unaudited)

                     Period Ended                Period Ended
Backlog                 2/29/2012   $ 138,621       2/28/2011   $ 108,379
Bookings                              124,666                     120,697
Shipments                             127,143                     114,333
Backlog                 5/31/2012   $ 136,144       5/31/2011   $ 114,743
Book to Ship Ratio                       0.98                        1.06
Bookings                              151,804                     123,097
Acquired Backlog                       78,491                           -
Shipments                             153,385                     114,661
Backlog                 8/31/2012   $ 213,054       8/31/2011   $ 123,179
Book to Ship Ratio                       0.99                        1.07
Bookings                              152,421                     125,381
Shipments                             149,675                     116,493
Backlog                11/30/2012   $ 215,800      11/30/2011   $ 132,067
Book to Ship Ratio                       1.02                        1.08

Segment Revenues
The following table reflects the breakdown of revenue by segment:

                                             Three Months Ended                 Nine Months Ended
                                        11/30/2012        11/30/2011       11/30/2012       11/30/2011
                                                          (In thousands)(unaudited)
Revenue:
Electrical and Industrial Products    $      60,421     $     43,849     $    171,633     $    136,518
Galvanizing Services                         89,254           72,644          258,570          208,969
Total Revenue                         $     149,675     $    116,493     $    430,203     $    345,487

For the three and nine-month periods ended November 30, 2012, consolidated revenues were $149.7 million and $430.2 million, respectively, a 29% and 25% increase, respectively, as compared to the same periods in fiscal 2012. The Electrical and Industrial Products Segment contributed 40% and 38%, respectively, and the Galvanizing Services Segment accounted for 60% and 62%, respectively, of the Company's combined revenues for the three month periods ended November 30, 2012 and 2011. For both the nine month periods ended November 30, 2012 and 2011, the Electrical and Industrial Products Segment contributed 40% of the Company's revenues, and the Galvanizing Services Segment accounted for 60%, of the combined revenues.
Revenues for the Electrical and Industrial Products Segment increased $16.6 million, or 38%, for the three-month period ended November 30, 2012, and increased $35.1 million, or 26%, for the nine-month period ended November 30, 2012, as compared to the same periods in fiscal 2012. For the three and nine month periods ended November 30, 2012, revenues increased due primarily to the acquisition of NLI, as compared to prior periods. Revenues from NLI were $16.4 million and $27.8 million for the three and nine month periods, respectively, ended November 30, 2102. Without the acquisition of NLI, revenues were flat for the three month period and increased 5% for the nine month period ended November 30, 2012, as compared to the same periods in the prior year. Increased revenues for the nine month period ended November 30, 2012, were a result of increased order intake during the last two quarters of fiscal 2012, which drove revenues higher during the first half of fiscal 2013.
Revenues in the Galvanizing Services Segment increased $16.6 million, or 23%, for the three-month period ended November 30, 2012, as compared to the same period in fiscal 2012 and increased $49.6 million, or 24%, for the nine-month period ended November 30, 2012, as compared to the same period in fiscal 2012. The increased revenues in our Galvanizing Services Segment resulted from a continued improved demand from the renewable energy, industrial and OEM markets. In addition to the improvements in these markets, our acquisition of Galvan Metal Inc. in the fourth quarter of fiscal 2012, combined with Galvcast Manufacturing Inc., which was acquired on October 1, 2012, contributed 12% and 7% or $8.6 million and $14.9 million, respectively, for the three and nine month periods ended November 30, 2012 of the increase in

revenue. Historically, revenues for this segment have closely followed the condition of the industrial sector of the general economy. Segment Operating Income
The following table reflects the breakdown of total operating income by segment:

                                            Three Months Ended                 Nine Months Ended
                                        11/30/2012       11/30/2011       11/30/2012        11/30/2011
                                                          (In thousands)(Unaudited)
Segment Operating Income:
Electrical and Industrial Products    $      8,952     $      5,719     $      25,087     $     18,214
Galvanizing Services                        24,449           18,555            70,631           54,431
Total Segment Operating Income        $     33,401     $     24,274     $      95,718     $     72,645

Our total segment operating income increased 38% for the quarter ended November 30, 2012 to $33.4 million as compared to $24.3 million for the same period in fiscal 2012. For the nine-month period ended November 30, 2012, our total segment operating income increased 32% to $95.7 million, as compared to $72.6 million for the same period ended November 30, 2011.
Segment operating income in the Electrical and Industrial Products Segment increased 57% and 38%, respectively, for the three and nine-month periods ended November 30, 2012, to $9.0 million and $25.1 million, respectively, as compared to $5.7 million and $18.2 million, respectively, for the same periods in fiscal 2012. Operating margins were 15% for both the three month and nine month periods ended November 30, 2012, as compared to 13% for both the comparable periods in fiscal 2012. Operating profits and margins increased for the compared periods due to leverage obtained from increased revenues combined with improved pricing as we continue to adhere to our strategy of not accepting orders with margins that fall below our targeted range. NLI had operating profits of $3.0 million and $3.5 million, respectively, for the three and nine month periods ended November 30, 2012. Without the amortization of intangibles resulting from the acquisition of NLI, the operating margins would have been 18% and 17% for the three and nine month periods ended November 30, 2012. The acquisition of NLI resulted in the amortization of intangibles of NLI was $1.7 million and $3.4 million for the three and nine month periods, respectively, ended November 30, 2012.
In the Galvanizing Services Segment, operating income increased 32% and 30% for the three and nine-month periods ended November 30, 2012, to $24.4 million and $70.6 million, respectively, as compared to $18.6 million and $54.4 million, respectively, for the same periods in fiscal 2012. Operating margins were 27% for both the three and nine-month periods ended November 30, 2012, as compared to 26% for both the comparable periods in fiscal 2012. For the three and nine month periods ended November 30, 2012, a loss was recorded in the amount of $1.0 million and $2.7 million, respectively, at our Joliet, Illinois location. This resulted from the loss of production due to a fire that resulted in a total loss of the facility. This loss is expected to be offset with insurance proceeds for business interruption in a future quarter, once the claim is settled. Without this loss, operating margins would have been 29% and 28% for the three and nine month periods ended November 30, 2012. The Canadian acquisitions of Galvan Metal and Galvcast combined contributed $2.8 million and $4.8 million, respectively in operating profits for the three and nine month periods ended November 30, 2012. General Corporate Expenses
General Corporate expenses, (see Note 4 to consolidated financial statements) not specifically identifiable to a segment, for the three-month period ended November 30, 2012, were $5.7 million compared to $4.7 million for the same period in fiscal 2012. For the nine-month period ended November 30, 2012, general corporate expenses were $17.8 million as compared to $15.8 million for the comparable period in the prior year. As a percentage of sales, general corporate expenses were 4% for both the three and nine-month periods ended November 30, 2012, as compared to 4% and 5%, respectively, for the same periods in fiscal 2012. Due to increased revenues for the compared periods, general corporate expenses as a percentage of sales were lower than those reported for the nine month period in fiscal 2012. For the first nine months of fiscal 2013, the Company has expensed acquisition costs of $1.1 million related to the acquisition of NLI and Galvcast, (see Note 6 to the condensed consolidated financial statements).

Interest

Net interest expense for the three and nine-month periods ended November 30, 2012 was $3.2 million and $9.8 million, respectively, as compared to $3.5 and $10.5 million, respectively, for the same periods in fiscal 2012. As of November 30, 2012, we had outstanding debt of $210.7 million, compared to $225 million at the same date last year. Our long-term debt to equity ratio was .60 to 1 at November 30, 2012, as compared to .76 to 1 at November 30, 2011. Net (Gain) On Insurance Settlement
For the nine-month period ended November 30, 2012, the Company received a portion of the insurance recovery in the amount of $10 million for the fire that occurred on April 29, 2012, at our galvanizing facility in Joliet, Illinois. Based on a preliminary estimate of the damage sustained at the Joliet facility, a pretax asset impairment charge of approximately $4 million was recorded during the first quarter of fiscal 2013. The net gain on the insurance settlement of property, plant and equipment of $6 million has been recorded as an item under Net (Gain) Loss On Insurance Settlement or On Sale of Property, Plant and Equipment. During the same period last year the amount reflected was insignificant. We anticipate receiving additional insurance proceeds from these claims in an amount ranging from $10 million to $15 million when all claims are settled.
Other (Income) Expense
For the three and nine-month periods ended November 30, 2012 and 2011 the amounts in other (income) expense not specifically identifiable with a segment (see Note 4 to consolidated financial statements) were insignificant. Income Taxes
The provision for income taxes reflects an effective tax rate of 36.4% for the three-month period ended November 30, 2012, as compared to 38.0% for same period in fiscal 2012. For the nine month period ended November 30, 2012 the tax rate was 36.1% as compared to 37.8% for the same period in the prior year. The decrease in the effective tax rate for the compared periods relates to the elimination of a valuation allowance that was recorded in the previous year for the Canadian net operating loss carry forward. The valuation allowance was not required in the current fiscal year due to the net income results from Galvan Metal Inc. Galvan Metal Inc. was acquired in January of 2012.
LIQUIDITY AND CAPITAL RESOURCES We have historically met our cash needs through a combination of cash flows from operating activities, unsecured notes and bank borrowings. Our cash requirements are generally for operating activities, capital improvements, debt repayment, possible future cash dividend payments and possible acquisitions. We believe that working capital, funds available under our Credit Agreement (as defined below), and funds generated from operations should be sufficient to finance anticipated operational activities, capital improvements, payment of debt, potential redemption of our shares, and possible future cash dividend payments and possible future acquisitions.
Our operating activities generated cash flows of approximately $66.6 million for the nine month period ended November 30, 2012 compared to $46.8 million for the same period in the prior fiscal year. Cash flows from operations for the nine month period ended November 30, 2012 included net income in the amount of $47.2 million, depreciation and amortization in the amount of $21.1 million, and other adjustments to reconcile net income to net cash in the amount of $0.2 million. Included in other adjustments were increases from share-based compensation expense in the amount of $2.8 million, provisions for bad debts in the amount of $.5 million, deferred income taxes in the amount of $2.5 million, gain or loss on the sale of assets or insurance settlement in the amount of $(5.8) million, and other non-cash adjustments in the amount of $0.2 million. Reductions in other adjustments related to increased accounts receivable, inventories and prepaid expenses in the amount of $8.3 million, $6.7 million and $1.1 million, respectively. Positive cash flows were recognized due to increased accounts payable and other accrued liabilities in the amount of $2.5 million and $9.5 million, respectively, and decreased revenue in excess of billings and other assets in the amount of $2.0 million and $0.1 million, respectively. Accounts receivable average days outstanding were 49 days for the nine month period ended November 30, 2012, as compared to 48 days for the same period in the prior fiscal year.
During the nine month period ended November 30, 2012, capital improvements were made in the amount of $19.6 million.
During the nine month period ended November 30, 2012, dividends were paid in the amount of $9.9 million.
Our working capital declined to $142.6 million at November 30, 2012, as compared to $238.1 million at November 30, 2011, due primarily to the acquisition of NLI and GalvCast.
On May 25, 2006, we entered into the Second Amended and Restated Credit Agreement (as subsequently amended, the "Credit Agreement") with Bank of America, N.A. ("Bank of America"). The Credit Agreement provides for a $125 million unsecured

revolving line of credit maturing on October 1, 2017. The Credit Agreement is used to provide for working capital needs, capital improvements, future acquisitions and letter of credit needs.
The Credit Agreement provides various financial covenants requiring us, among other things, to a) maintain on a consolidated basis net worth equal to at least the sum of $182.3 million, plus 50% of future net income, b) maintain on a consolidated basis a Leverage Ratio (as defined in the Credit Agreement) not to exceed 3.25:1.0, c) maintain on a consolidated basis a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of at least 1.75:1.0 and d) not to make Capital Expenditures (as defined in the Credit Agreement) on a consolidated basis in an amount in excess of $40 million (excluding certain Capital Expenditures relating to the rebuilding of our Joliet facility), e) purchase price of acquisitions in a twelve month period must not exceed the last twelve months EBITDA (as defined in the Credit Agreement).
The Credit Agreement also provides for an applicable margin ranging from 1.00% to 1.75% over the Eurodollar Rate and Commitment Fees ranging from .20% to .30% depending on our Leverage Ratio.
At November 30, 2012, we had no outstanding debt borrowed under the revolving credit agreement; we had letters of credit outstanding at that date in the amount of $16.9 million, which left approximately $108.1 million of additional credit available under the revolving credit facility.
On March 31, 2008, the Company entered into a Note Purchase Agreement (the "Note Purchase Agreement") pursuant to which the Company issued $100 million aggregate principal amount of its 6.24% unsecured Senior Notes (the "2008 Notes") due March 31, 2018 through a private placement (the "2008 Note Offering"). Pursuant to the Note Purchase Agreement, the Company's payment obligations with respect to the 2008 Notes may be accelerated upon any Event of Default, as defined in the Note Purchase Agreement. In connection with the 2008 Note Offering, the Company obtained the consent of Bank of America to the 2008 Note Offering and the agreement of Bank of America that the 2008 Note Offering will not constitute a default under the Credit Agreement.
The Company entered into an additional Note Purchase Agreement on January 21, 2011 (the "2011 Agreement"), pursuant to which the Company issued $125 million aggregate principal amount of its 5.42% unsecured Senior Notes (the "2011 Notes"), due in January of 2021, through a private placement (the "2011 Note Offering"). Pursuant to the 2011 Agreement, the Company's payment obligations with respect to the 2011 Notes may be accelerated under certain circumstances. The Company anticipates using the proceeds from the 2011 Note Offering for possible future acquisitions, working capital needs, capital improvements and future cash dividend payments. In connection with the 2011 Note Offering, the Company obtained the consent of Bank of America to the 2011 Note Offering and the agreement of Bank of America that the 2011 Note Offering will not constitute a default under the Credit Agreement.
The 2008 Notes and the 2011 Notes each provide for various financial covenants requiring us, among other things, to a) maintain on a consolidated basis net worth equal to at least the sum of $116.9 million plus 50% of future net income;
b) maintain a ratio of indebtedness to EBITDA (as defined in Note Purchase Agreement) not to exceed 3.25:1.00; c) maintain on a consolidated basis a Fixed Charge Coverage Ratio (as defined in the Note Purchase Agreement) of at least 2.0:1.0; d) not at any time permit the aggregate amount of all Priority Indebtedness (as defined in the Note Purchase Agreement) to exceed 10% of Consolidated Net Worth (as defined in the Note Purchase Agreement). As of November 30, 2012, we were in compliance with all of our debt covenants. Our current ratio (current assets/current liabilities) was 2.3 to 1 at November 30, 2012, as compared to 4.2 to 1 at November 30, 2011. Our ratio of long-term debt to shareholders' equity was .60 to 1 at November 30, 2012. Historically, we have not experienced a significant impact on our operations from increases in general inflation other than for specific commodities. We have exposure to commodity price increases in both segments of our business, primarily copper, aluminum and steel in the Electrical and Industrial Products Segment, and zinc and natural gas in the Galvanizing Services Segment. When market conditions allow, we attempt to minimize these increases through escalation clauses in customer contracts for copper, aluminum and steel and through protective caps and fixed contract purchases on zinc. In addition to these measures, we attempt to recover other cost increases through improvements to our manufacturing process and through increases in prices where competitively feasible. Many economists predict increased inflation in coming years due to U.S. and international monetary policies, and there is no assurance that inflation will not impact our business in the future. Subsequent Events

On January 2, 2013, we acquired G3 Galvanizing, a galvanizing operation in Halifax, Nova Scotia. This acquisition is part of the stated AZZ strategy to continue the geographic expansion of its served markets that should provide a basis for continued growth of the Galvanizing Services Segment of AZZ.

OFF BALANCE SHEET TRANSACTIONS AND RELATED MATTERS Other than operating leases discussed below, there are no off-balance sheet transactions, arrangements, obligations (including contingent obligations), or other relationships with unconsolidated entities or other persons that have, or may have, a material effect on financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources of the Company.
CONTRACTUAL COMMITMENTS
Leases
We lease various facilities under non-cancelable operating leases with an initial term in excess of one year. The future minimum payments required under these operating leases as of November 30, 2012 are summarized in the table below under "Other."
Commodity pricing
The Company manages its exposures to commodity prices through the use of the following:
In the Electrical and Industrial Products Segment, we have exposure to commodity pricing for copper, aluminum and steel. Because the Electrical and Industrial Products Segment does not commit contractually to minimum volumes, increases in price for these items are normally managed through escalation clauses in customer contracts, although during difficult market conditions these escalation clauses may not be obtainable. In addition, we look to get firm pricing contracts from our vendors on material at the time we receive orders from our customers to minimize risk.
In the Galvanizing Services Segment, we utilize contracts with our zinc suppliers that include protective caps and fixed cost contracts to guard against rising zinc prices. We also secure firm pricing for natural gas supplies with individual utilities when possible. Management believes these agreements ensure adequate supplies and partially offset exposure to commodity price swings. We have no contracted commitments for any other commodity items including steel, aluminum, natural gas, copper, zinc or any other commodity, except for those entered into under the normal course of business. Other
At November 30, 2012, we had outstanding letters of credit in the amount of $16.9 million. These letters of credit are issued, in lieu of performance and bid bonds, to some of our customers to cover any potential warranty costs that the customer might incur. In addition, as of November 30, 2012, a warranty reserve in the amount of $1.3 million has been established to offset any future warranty claims.
The following summarizes our operating leases, and long-term debt and interest expense for the next five years and beyond.

             Operating      Long-Term
             Leases         Debt           Interest      Total
                                (In thousands)
      2013   $     1,162    $        -    $   3,387    $   4,549
      2014         4,269        14,286       11,678       30,233
      2015         4,027        14,286       10,786       29,099
      2016         3,734        14,286        9,895       27,915
. . .