SEC Comment Letter for AZZ INC (AZZ) (CIK 0000008947) (AZZ) — Jan 28, 2013
AZZ INC (AZZ) (CIK 0000008947)
Date: Jan. 28, 2013 · CIK: 0000008947 · Accession: 0000000000-13-004861
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-12777
Referenced dates: January 14, 2013
Letter
January 28, 2013 Via E-Mail: Mr. Dana Perry Chief Financial Officer AZZ incorporated One Museum Place, Suite 500 3100 West Seventh Street Fort Worth, Texas 76107
Re: AZZ incorporated Form 10-K for the fiscal year ended February 29, 2012 Filed May 10, 2012 Form 10 -Q for t he quarterly period ended November 30, 2012 Filed January 9, 2013 File No. 001-12777
Dear Mr. Perry
We have reviewed your response letter dated January 14, 2013 and have the following comments. Please comply with the following comments in future filings. Confirm in writing that you will do so and explain to us how you intend to comply. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Form 10 -K for the Fiscal Year Ended February 29, 2012 Segment Operating Income, pages 18 and 20
Form 10 -Q for the quarterly period ended November 30, 2012 Segment Operating Income, page 16
1. We note your respon se to comment one. Your disclosure under Item s 7 and 2 of the Form 10 -K and Form 10 -Q, respectively, refers to your rationale for using “ operating income by segment ,” which you also presented in the segment footnote pursuant to ASC 280. Our prior commen t refers to total segment operating income , or the sum of all segment operating income (as opposed to operating income by segment ), which would be deemed a non -GAAP measure if presented outside the segment footnote. In future filings, when discussing total segment operating income in the MD&A, please refer to it as a non -GAAP measure and provide the related non -GAAP disclosures, in cluding its reconciliation to the most comparable GAAP measure (Total Income before Income Taxes as reported in the consolidated financial statements). Refer to Item 10 of Regulation S -K and Question 104.04 of the CD&Is at http://www.sec.gov/divisions/cor pfin/guidance/nongaapinterp.htm.
Mr. Dana Perry AZZ incorporated January 28, 2013 Page 2
You may contact Kathryn Jacobson , Senior Staff Accountant, at (202) 551 -3365 or Carlos Pacho, Senior Assistant Chief Accountant, at (202) 551 -3835 if you have questions regarding comments on the financial statements and rel ated matters. Please contact Jessica Plowgian, Attorney -Advisor at (202) 551 -3367 or Kathleen Krebs, Special Counsel at (202) 551 - 3350 with any other questions.
Sincerely,
/s/ Carlos Pacho for
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January 28, 2013 Via E-Mail: Mr. Dana Perry Chief Financial Officer AZZ incorporated One Museum Place, Suite 500 3100 West Seventh Street Fort Worth, Texas 76107 Re: AZZ incorporated Form 10-K for the fiscal year ended February 29, 2012 Filed May 10, 2012 Form 10 -Q for t he quarterly period ended November 30, 2012 Filed January 9, 2013 File No. 001-12777 Dear Mr. Perry We have reviewed your response letter dated January 14, 2013 and have the following comments. Please comply with the following comments in future filings. Confirm in writing that you will do so and explain to us how you intend to comply. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Form 10 -K for the Fiscal Year Ended February 29, 2012 Segment Operating Income, pages 18 and 20 Form 10 -Q for the quarterly period ended November 30, 2012 Segment Operating Income, page 16 1. We note your respon se to comment one. Your disclosure under Item s 7 and 2 of the Form 10 -K and Form 10 -Q, respectively, refers to your rationale for using “ operating income by segment ,” which you also presented in the segment footnote pursuant to ASC 280. Our prior commen t refers to total segment operating income , or the sum of all segment operating income (as opposed to operating income by segment ), which would be deemed a non -GAAP measure if presented outside the segment footnote. In future filings, when discussing total segment operating income in the MD&A, please refer to it as a non -GAAP measure and provide the related non -GAAP disclosures, in cluding its reconciliation to the most comparable GAAP measure (Total Income before Income Taxes as reported in the consolidated financial statements). Refer to Item 10 of Regulation S -K and Question 104.04 of the CD&Is at http://www.sec.gov/divisions/cor pfin/guidance/nongaapinterp.htm. Mr. Dana Perry AZZ incorporated January 28, 2013 Page 2 You may contact Kathryn Jacobson , Senior Staff Accountant, at (202) 551 -3365 or Carlos Pacho, Senior Assistant Chief Accountant, at (202) 551 -3835 if you have questions regarding comments on the financial statements and rel ated matters. Please contact Jessica Plowgian, Attorney -Advisor at (202) 551 -3367 or Kathleen Krebs, Special Counsel at (202) 551 - 3350 with any other questions. Sincerely, /s/ Carlos Pacho for Larry Spir gel Assistant Director