You should read the following discussion together with our consolidated
financial statements and the related notes included elsewhere in this Annual
Report on Form 10-K. This discussion contains forward-looking statements
regarding our business and operations. Our actual results may differ materially
from those we currently anticipate as a result of the factors we describe under
"Risk Factors" and elsewhere in this Annual Report on Form 10-K.

A discussion regarding our financial condition and results of operations as well
as our liquidity and capital resources for fiscal year 2021 compared to fiscal
year 2020 can be found under Item 7 in our Annual Report on Form 10-K for the
fiscal year ended February 28, 2021, which is available on the SEC's website at
www.sec.gov and our Investor Relations website at
www.azz.com/investor-relations.

Insight

We are a global provider of galvanizing and a variety of metal coating
solutions, welding solutions, specialty electrical equipment and highly
engineered services to the power generation, transmission, distribution,
refining and industrial markets. We operate two distinct business segments, the
Metal Coatings segment and the Infrastructure Solutions segment. Our discussion
and analysis of financial condition and results of operations is divided by each
of our segments, along with corporate costs and other costs not specifically
identifiable to a segment. For a reconciliation of segment operating income to
consolidated operating income, see Note 12 to the consolidated financial
statements. References herein to fiscal years are to the twelve-month periods
that end in February of the relevant calendar year. For example, the
twelve-month period ended February 28, 2022 is referred to as "fiscal 2022" or
"fiscal year 2022."

Coronavirus (COVID-19)

The continued uncertainty associated with COVID-19, and any of the ongoing
variants, did not have a material adverse effect on our results of operations
for the year ended February 28, 2022. While we continue to support our
customers, there remain uncertainties regarding the duration and, to what
extent, if any, that the COVID-19 pandemic, or newly identified variants, or
additional regulatory requirements, will ultimately have on the demand for our
products and services or with our supply chain or our employees.

The impact of COVID-19 to the Company's personnel and operations has been
limited. During fiscal 2022, the Company continued to see improvement in sales
and operating income in both of its operating segments. However, labor market
and supply chain challenges increased during the third and fourth quarters,
resulting in increased operating expenses as the constrained labor market and
supply chain disruptions impacted the availability and cost of labor and
materials.

Operating results

For the fiscal year ended February 28, 2022, we recorded sales of $902.7
million, compared to prior year's sales of $838.9 million. Of total sales for
fiscal 2022, approximately 57.5% were generated from the Metal Coatings segment
and approximately 42.5% of sales were generated from the Infrastructure
Solutions segment. Net income for fiscal 2022 was $84.0 million, compared to
$39.6 million for fiscal 2021. Net income as a percentage of sales was 9.3% for
fiscal 2022 as compared to 4.7% for fiscal 2021. Diluted earnings per share
increased by 120.4%, to $3.35 per share for fiscal 2022, compared to $1.52 per
share for fiscal 2021.

In fiscal 2022, we completed two acquisitions, both in our metallic coatings business.

Backlog

Our backlog relates entirely to our Infrastructure Solutions segment, consisting
of our Electrical platform and Industrial platform, and is inclusive of
transaction taxes for certain foreign subsidiaries. As of February 28, 2022, our
backlog was $304.5 million, an increase of $118.4 million, or 63.6%, compared to
fiscal 2021. The increase in backlog is due to an increase in orders in the
Electrical platform, partially offset by the continued reduction of
international backlog, including China, related to several non-recurring
contracts and cancelled contracts, and, to a lesser extent, divestitures that
occurred in fiscal year 2021. For the year ended February 28, 2022, net bookings
increased $235.8 million, or 30.0%, to $1.02 billion, compared to same period of
fiscal 2021, as a result of very strong bookings in our Electrical platform and
continued strength within the Metal Coatings segment. The book to sales ratio
increased in fiscal 2022 as compared to fiscal 2021, to 1.13 to 1.00 for fiscal
2022, compared to 0.94 to 1.00 for fiscal 2021.



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The following table reflects bookings and sales for fiscal 2022 and 2021 (in
thousands, except ratios).

                                 Period Ended          Amount         Period Ended         Amount
     Backlog                           2/28/2021    $  186,119              2/28/2020    $ 243,799
     Net bookings                                    1,021,067                             785,263
     Disposed backlog                                        -                              (4,026)
     Sales recognized                                 (902,664)                           (838,917)
     Backlog                           2/28/2022    $  304,522              2/28/2021    $ 186,119
     Book to sales ratio                                  1.13                                0.94



Sales

Our total sales for fiscal 2022 increased by $63.7 millionor 7.6%, compared to fiscal year 2021.

The following table reflects the breakdown of revenue by segment (in
thousands):

                                                  Year Ended February 28,
                                                    2022               2021
              Sales:
              Metal Coatings                $     519,000           $ 457,791
              Infrastructure Solutions            383,664             381,126
              Total sales                   $     902,664           $ 838,917


Sales for the Metal Coatings segment increased $61.2 million, or 13.4%, to
$519.0 million, from the prior year's sales of $457.8 million. The increase in
sales was primarily due to improved price realization for our superior quality
and service and to a lesser extent, the acquisition of a metal coatings business
during the fourth quarter of fiscal 2021. The acquisition of a galvanizing plant
in the fourth quarter of fiscal 2022 did not materially impact sales for fiscal
2022.

Sales for the Infrastructure Solutions segment increased $2.5 million, or 0.7%,
to $383.7 million for fiscal 2022, compared to $381.1 million for fiscal 2021.
The increase in sales for fiscal 2022 was primarily due to sales increases in
both domestic and international operations (as the prior year was significantly
impacted by COVID-19) in the Industrial platform, partially offset by the
divestiture of the low-margin SMS business in the third quarter of fiscal year
2021. The increase was partially offset by a decrease in the Electrical
platform, which was primarily attributable to lower sales in China as several
large projects were completed. In addition, the decrease was, to a lesser
extent, due to delays in material receipts due to supply chain disruptions
within our customer-base and the constrained labor market at several of our
enclosure plants in our domestic operations. The decrease in our enclosure
plants was partially offset by increases in our domestic high- and medium-bus
duct, switchgear, lighting and tubing businesses.

Operating result

The following table reflects the breakdown of operating income (loss) by segment
(in thousands):

                                                              Year Ended February 28, 2022                                                          

Year ended February 28, 2021

                                                              Infrastructure                                                                           Infrastructure
                                     Metal Coatings              Solutions             Corporate            Total             Metal Coatings              Solutions             Corporate            Total
Operating income (loss):
Sales                              $       519,000          $        383,664          $       -          $ 902,664          $       457,791          $        381,126          $       -          $ 838,917
Cost of sales                              374,900                   302,541                  -            677,441                  334,894                   315,276                  -            650,170
Gross margin                               144,100                    81,123                  -            225,223                  122,897                    65,850                  -            188,747
Selling, general and
administrative                              16,765                    47,377             49,538            113,680                   16,155                    50,160             40,819            107,134
Restructuring and impairment
charges                                          -                    (1,797)                 -             (1,797)                  10,796                     9,203                  -             19,999
Total operating income
(loss)                             $       127,335          $         35,543          $ (49,538)         $ 113,340          $        95,946          $          6,487          $ (40,819)         $  61,614



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Operating income for the Metal Coatings segment increased $31.4 million, or
32.7%, for fiscal 2022, to $127.3 million, as compared to $95.9 million for the
prior year. Operating margins increased to 24.5% for fiscal 2022, as compared to
21.0% for fiscal 2021. The increase was primarily due to impairment and
restructuring charges recognized in fiscal 2021 of $10.8 million, the increase
in sales as described above and the achievement of operational efficiencies in
our surface technologies platform.

Operating income for the Infrastructure Solutions segment increased $29.1
million for fiscal 2022, to $35.5 million, as compared to $6.5 million for the
prior year. Operating margins for this segment were 9.3% for fiscal 2022, as
compared to 1.7% for fiscal 2021. Gross margins improved on operating leverage
within both the Industrial and Electrical platforms compared to prior year, as
well as a divestiture of an under-performing business in the Industrial platform
in the third quarter of fiscal year 2021. In addition, in fiscal 2021, operating
income was impacted by impairment charges of $9.2 million, See "Restructuring
and Impairment charges" below. Selling, general and administrative costs
decreased due to cost containment measures that were implemented due to
COVID-19.

Corporate expenses increased $8.7 million, to $49.5 million for fiscal 2022,
compared to $40.8 million for fiscal 2021. The increase is primarily due to
increased payroll and benefits costs (see Note 10 in Item 8), acquisition costs
and other administrative costs.

Restructuring and impairment charges

During fiscal 2022, the Company continued to execute on its plan to
strategically review our business portfolio, continue to acquire metal coatings
businesses, and divest certain non-core business. During the fourth quarter of
fiscal 2022, the Company had a change to the plan of sale for one of its
businesses in the Infrastructure Solutions segment. The Company recognized $3.9
million of impairment charges during fiscal 2021, which is included in in
"Restructuring and impairment charges" in the consolidated statements of income.
During fiscal 2022, in accordance with applicable accounting guidance, the
Company reclassified a business previously held for sale to assets held and
used. When there is a change to a plan of sale and the assets are reclassified
from held for sale to held and used, the long-lived assets are reported at the
lower of (i) the carrying amount before held for sale designation, adjusted for
depreciation that would have been recognized if the assets had not been
classified as held for sale, or (ii) the fair value at the date the assets no
longer satisfy the criteria for classification as held for sale. Following an
analysis of the long-lived assets for the business, the Company reversed a
portion of the previously recognized impairment charges, and recognized income
of $1.8 million in fiscal 2022 as a result of the change to the plan of sale,
which is included in "Restructuring and Impairment charges" in the consolidated
statements of operations.

As of February 28, 2022, one non-operating location in the Metal Coatings
segment is classified as held for sale. The assets of the business expected to
be disposed of within the next twelve months are included in "Assets held for
sale" in the accompanying consolidated balance sheets.

During fiscal 2021, we closed on the sale of two businesses, one in each of our
Metal Coatings and Infrastructure Solutions segments. We also sold one
non-operating location in our Metal Coatings segment. In addition, we closed a
small number of Metal Coatings locations that were in underperforming and lower
growth geographies.

In fiscal 2021, we recorded certain charges related to these restructuring activities, which are summarized in the table below:

                                                                      Year Ended February 28, 2021
                                                                               Infrastructure
                                                      Metal Coatings              Solutions                Total
Write down of assets held for sale to
estimated sales price                               $     2,652              $          4,100          $    6,752
Write down of assets expected to be abandoned             6,923                             -               6,923
Loss on sale of subsidiaries                              1,221                         1,859               3,080
Write down of excess inventory                                -                         2,511               2,511
Costs associated with assets held for sale                    -                           733                 733
Total charges                                       $    10,796              $          9,203          $   19,999


Interest Expense

Interest expense for fiscal 2022 decreased $3.3 million, or 33.7%, to $6.4
million, as compared to $9.6 million in fiscal 2021. This decrease is primarily
attributable to the Company's 2020 Senior Notes, which were funded in late
fiscal 2021 and carried a much lower interest rate than the previously
outstanding Senior Notes. While the borrowings under the 2020 Senior Notes
increased $25.0 million to $150.0 million, they carry lower interest rates than
the Company's previous senior notes. As of February 28, 2022, we had gross
outstanding debt of $227.0 million, compared to $179.0 million at the end of
fiscal 2021. AZZ's debt to equity ratio was 0.34 to 1 at the end of fiscal 2022,
compared to 0.29 to 1 at the end of fiscal 2021, as we reduced
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debt during the year and refinanced our existing senior notes. For more information on outstanding debt, see note 6 to the consolidated financial statements.

Other (income) Expenses, net

For fiscal 2022, other expense, net decreased $0.4 million, to $0.6 million for
fiscal 2022 compared to $1.0 million for fiscal 2021. The activity for both
years consisted primarily of foreign currency losses resulting from unfavorable
movements in exchange rates.

Provision for income taxes

The provision for income taxes reflects an effective tax rate of 21.0% for fiscal year 2022 and 22.3% for fiscal year 2021. The decrease is mainly due to certain income tax items non-recurring items of the State during the previous financial year.

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Cash and capital resources

We have historically met our cash needs through a combination of cash flows from
operating activities along with bank and bond market debt. Our cash requirements
are generally for operating activities, cash dividend payments, capital
improvements, debt repayment and acquisitions. We believe that our cash
position, cash flows from operating activities and our expectation of continuing
availability to draw upon our credit facilities are sufficient to meet our cash
flow needs for the foreseeable future.

Cash flow

The following table summarizes our cash flows by category for the periods
presented (in thousands):

                                                                                 Year Ended
                                                                February 28, 2022           February 28, 2021
Net cash provided by operating activities                     $           86,010          $           92,035
Net cash used in investing activities                                    (86,835)                    (28,593)
Net cash provided by (used in) financing activities                          912                     (88,425)


Net cash provided by operating activities for fiscal 2022 was $86.0 million,
compared to $92.0 million for fiscal 2021. The decrease in cash provided by
operating activities for fiscal 2022 is primarily attributable to the impact of
decreases in working capital, primarily due to changes in accounts receivable
and inventories, partially offset by accounts payable and other accrued
liabilities. Cash flow from operations also decreased due to the loss on
disposal of businesses and other impairment charges in the prior year. These net
decreases were partially offset by an increase in net income in the current
year.

Net cash used in investing activities for fiscal 2022 was $86.8 million,
compared to $28.6 million for fiscal 2021. The increase in cash used during
fiscal 2022 was primarily attributable to the acquisition of two businesses in
our Metal Coatings segment during the fourth quarter, partially offset by lower
capital expenditures. The breakdown of capital spending by segment for fiscal
2022, 2021 and 2020 can be found in Note 12 to the consolidated financial
statements.

Net cash provided by financing activities for fiscal 2022 was $0.9 million,
compared to net cash used in financing activities of $88.4 million for fiscal
2021. The decrease in cash used in financing activities during fiscal 2022 was
primarily attributable to an increase in net proceeds from the revolver, as well
as a decrease in repurchases of Company common stock, partially offset by a
decrease in net proceeds for long term debt. See "Financing and Capital" and
"Share Repurchases" sections below for additional information.

Funding and Capital

2017 Revolving Credit Facility

On March 21, 2017, the Company executed the Amended and Restated Credit
Agreement (the "2017 Credit Agreement") with Bank of America and other lenders,
which amended its previous credit agreement. The 2017 Credit Agreement was
scheduled to mature on March 21, 2022, and included the following provisions:
(i) providing for a senior revolving credit facility in a principal amount of up
to $450 million, with an additional $150 million accordion, (ii) including a $75
million sublimit for the issuance of standby and commercial letters of credit,
(iii) including a $30 million sublimit for swing line loans, (iv) restricting
indebtedness incurred with respect to capital leases, synthetic lease
obligations and purchase money obligations not to exceed $20 million, (v)
restricting investments in any foreign subsidiaries not to exceed $50 million in
the aggregate, and (vi) including various financial covenants and certain
restricted payments relating to dividends and share repurchases as specifically
set forth in the 2017 Credit Agreement. The balance due on the $75.0 million
term facility under the previous Credit Agreement was paid in full as a result
of the execution of the 2017 Credit Agreement.

The financial covenants, as defined in the 2017 Credit Agreement, require the
Company to maintain on a consolidated basis a Leverage Ratio not to exceed
3.25:1.0 and an Interest Coverage Ratio of at least 3.00:1.0. The Line of Credit
will be used to finance working capital needs, capital improvements, dividends,
future acquisitions, letter of credit needs and share repurchases.

Interest rates for borrowings under the 2017 Credit Agreement are based on
either a Eurodollar Rate or a Base Rate plus a margin ranging from 0.875% to
1.875% depending on our Leverage Ratio (as defined in the 2017 Credit
Agreement). The Eurodollar Rate is defined as LIBOR for a term equivalent to the
borrowing term (or other similar interbank rates if LIBOR is unavailable). The
Base Rate is defined as the highest of the applicable Fed Funds rate plus 0.50%,
the Prime rate, or the
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Eurodollar Rate plus 1.0% at the time of borrowing. The 2017 Credit Agreement
also carries a Commitment Fee for the unfunded portion ranging from 0.175% to
0.30% per annum, depending on our Leverage Ratio. On July 8, 2021, the 2017
Credit Agreement was replaced with the 2021 Credit Agreement, which is described
below.

2021 Credit Agreement

On July 8, 2021, the Company refinanced the 2017 Credit Agreement, which was
scheduled to mature in March 2022, with a new five-year unsecured revolving
credit facility under a credit agreement, dated July 8, 2021 by and among the
Company, borrower, Citibank, N.A., as administrative agent and the other agents
and lender parties thereto (the "2021 Credit Agreement"). The 2021 Credit
Agreement matures in July 2026 and includes the following significant terms;

i.provides a senior unsecured revolving credit facility in the principal amount of up to $400.0 million revolving loan commitments, and includes an additional loan $200.0 million uncommitted additional accordion installation,

ii.the interest rate margin varies from 87.5 bps to 175 bps for loans at the eurodollar rate, and from 0.0 bps to 75 bps for loans at the base rate, depending on the debt ratio of the Company and its subsidiaries consolidated as a group,

iii.includes a letter of credit sub-facility up to $85.0 million for the issuance of stand-by and commercial letters of credit,

iv.includes a $50.0 million sub-limit for swing line loans,

v.includes customary representations and warranties, affirmative covenants and
negative covenants, and events of default, including restrictions on incurrence
of non-ordinary course debt, investment and dividends, subject to various
exceptions, carve-outs and baskets, and

vi.includes a financial covenant relating to the maximum leverage ratio and a financial covenant relating to the interest coverage ratio, each to be tested at the end of the quarter.

The effective interest rate of the 2021 Credit Agreement is 2.49% at
February 28, 2022.

Proceeds from loans under the 2021 Credit Agreement are primarily used to fund working capital requirements, capital improvements, dividends, future acquisitions and general corporate purposes.

As of February 28, 2022, we had $77.0 million of outstanding debt against the
2021 Credit Agreement and letters of credit outstanding under the 2021 Credit
Agreement in the amount of $9.7 million, which left approximately $313.3 million
of additional credit available.

2020 Senior Tickets

On October 9, 2020, the Company completed a private placement transaction and
entered into a Note Purchase Agreement, whereby the Company agreed to borrow
$150.0 million of senior unsecured notes (the "2020 Senior Notes"), consisting
of two separate tranches:

• Loan over 7 years: $70.0 million at a coupon price of 2.77%, and

• Loan over 12 years: $80.0 million at a coupon price of 3.17%.

The $80.0 million tranche was funded on December 17, 2020. The $70.0 million
tranche was funded in January 2021. The Company used the proceeds to repay the
existing $125.0 million 5.42% Senior Notes maturing on January 20, 2021, as well
as for general corporate purposes. Interest on the 2020 Senior Notes is paid
semi-annually.

The Corporation’s borrowing agreements require the Corporation to maintain certain financial ratios. From February 28, 2022the Company complied with all covenants or other requirements set forth in the loan agreements.

Prelayer acquisition

On March 7, 2022, the Company and Sequa, a portfolio company of global
investment firm Carlyle, jointly announced the signing of a definitive agreement
whereby the Company intends to acquire Sequa's Precoat Metals business division
("Precoat") for a net purchase price of approximately $1.3 billion (the "Precoat
Acquisition"). The Precoat Acquisition, which is subject to certain normal and
customary closing conditions, is expected to close during the first quarter of
the Company's fiscal year 2023. The Company has obtained financing commitments
required to complete the transaction, consisting of a $400.0 million revolving
credit facility, and a $1.525 billion senior secured term loan facility. As part
of the transaction, we also expect to repay our current 2020 Senior Notes, which
will include an early termination premium. Our new financing will have interest
rates that are higher than our current notes, resulting in higher interest
expense.


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Share buybacks

On November 10, 2020, the Company's Board of Directors authorized a $100 million
share repurchase program pursuant to which the Company may repurchase its common
stock (the "2020 Authorization"). Repurchases under the 2020 Authorization will
be made through open market and/or private transactions, in accordance with
applicable federal securities laws, and could include repurchases pursuant to
Rule 10b5-1 trading plans, which allows stock repurchases when the Company might
otherwise be precluded from doing so.

The Company purchased 601,822 of its common shares for an amount of $30.8 million at an average purchase price of $51.20 under the 2020 Authorization during the 2022 financial year.

Other exhibitions

We have exposure to commodity price increases in both segments of our business,
primarily copper, aluminum, steel and nickel-based alloys in the Infrastructure
Solutions segment and zinc and natural gas in the Metal Coatings segment. We
attempt to minimize these increases through escalation clauses in customer
contracts for copper, aluminum, steel and nickel-based alloys, when market
conditions allow and through fixed cost contract purchases on zinc. In addition
to these measures, we attempt to recover other cost increases through
improvements to our manufacturing process, supply chain management, and through
increases in prices where competitively feasible.

Letter of credit

From February 28, 2022we had a total of outstanding letters of credit in the amount of $22.0 million. These letters of credit are issued for a number of reasons, but are most commonly issued in lieu of customer retention retainer payments covering warranty or performance periods.

Off-balance sheet arrangements and contractual commitments

As of February 28, 2022, the Company did not have any off-balance sheet
arrangements as defined under SEC rules. Specifically, there were 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 the financial condition,
changes in financial condition, sales or expenses, results of operations,
liquidity, capital expenditures or capital resources of the Company.

Significant Accounting Policies and Estimates

The preparation of the consolidated financial statements requires us to make
estimates that affect the reported value of assets, liabilities, sales and
expenses. Our estimates are based on historical experience and various other
factors that we believe are reasonable under the circumstances and form the
basis for our conclusions. We continually evaluate the information used to make
these estimates. Accounting policies and estimates considered most critical are
allowances for doubtful accounts, revenue recognition, impairment of long-lived
assets, identifiable intangible assets and goodwill, including purchase
accounting and accounting for income taxes. Actual results may differ from these
estimates under different assumptions or conditions. The following accounting
policies involve critical accounting estimates because they are dependent on our
judgement and assumptions about matters that are inherently uncertain.

Provision for credit losses

The carrying value of our accounts receivable is periodically evaluated based on
the likelihood of collection. An allowance is maintained for estimated credit
losses resulting from our customers' inability to make contracted payments. The
allowance is determined by historical experience of uncollected accounts, the
level of past due accounts, overall level of outstanding accounts receivable,
information about specific customers with respect to their inability to make
payments and future expectations of conditions that might impact the
collectability of accounts receivable. If the financial condition of our
customers were to deteriorate, resulting in an impairment of their ability to
make payments, additional allowances could be required.

Revenue recognition – Infrastructure Solutions segment

Our Infrastructure Solutions segment is a provider of specialized products and
services designed to support industrial, electrical and other industrial
applications. For custom built products, we recognize sales over time. For
custom services, which consist of specialized welding and other professional
services, we recognize sales over time as the services are rendered due to the
fact that the services enhance a customer owned asset. For off-the-shelf
products, which consist of tubing and lighting products, we recognize sales upon
the transfer of the goods to the customer.

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For sales recognized over time, we generally use the cost-to-cost method of
revenue recognition. Under this approach, the extent of progress towards
completion is measured based on the ratio of costs incurred to date compared
with the total estimated costs upon completion of the project. This method
requires the estimation of total contract sales, project costs and margin, which
involves significant management judgment. As a significant change in one or more
of these estimates could affect the profitability of our contracts, management
reviews and updates its contract related estimates regularly.

Total contract cost estimates are based on current contract specifications and
expected engineering requirements and require us to make estimates on expected
profit. The estimates for profit margin are based on judgments we make to
project the outcome of future events, and can sometimes span more than one year.
We estimate labor productivity and availability, the complexity of the work to
be performed, change orders issued by our customers, and other specialized
engineering and production related activities. Our cost estimation process is
based on historical data, including historical actuals to original estimates,
and the application of the professional knowledge and experience of engineers,
general managers and finance professionals to these historical results. We
review and update our estimates of costs regularly, or more frequently when
circumstances significantly change, which can affect the profitability of our
contracts.

In addition to fixed consideration, the contracts within our Infrastructure
Solutions segment can include variable consideration, including claims,
incentive fees, liquidated damages or other penalties. We recognize revenue for
variable consideration when it is probable that a significant reversal in the
amount of cumulative revenue recognized will not occur. We estimate the amount
of revenue to be recognized on variable consideration using the expected value
or the most likely amount method, whichever is expected to better predict the
amount. Management's estimates of variable consideration and the determination
of whether to include estimated amounts in transaction prices are based largely
on historical experience, professional knowledge and experience, and all other
relevant information that is reasonably available at the time of the estimate.

Impairment of long-lived assets, identifiable intangible assets and Good will

Goodwill represents the excess of the purchase price over the fair value of the
net tangible and identifiable intangible assets acquired in each business
combination and is not amortized. We test goodwill and intangible assets with an
indefinite life for potential impairment annually during the fourth quarter and
between annual tests if an event occurs or circumstances change that would more
likely than not reduce the fair value of the reporting unit below its carrying
amount, which would result in impairment.

We use the income approach to complete our annual goodwill assessment. The
income approach uses future cash flows and estimated terminal values for our
reporting units that are discounted using a market participant perspective to
determine the fair value of the reporting unit, which is then compared to the
carrying value of that reporting unit to determine if there is impairment. The
income approach includes assumptions about revenue growth rates, operating
margins and terminal growth rates, discounted by an estimated weighted-average
cost of capital derived from other publicly-traded companies that are similar
but not identical from an operational and economic standpoint. A significant
change in events, circumstances or any of these assumptions could result in an
impairment of long-lived assets, including identifiable intangible assets.
Variables impacting future cash flows include, but are not limited to, the level
of customer demand for and response to products and services we offer to the
power generation market, the electrical transmission and distribution markets,
the general industrial market and the hot-dip galvanizing market, changes in
economic conditions of these various markets, changes in costs of raw material
and natural gas, and the availability of experienced labor and management to
implement our growth strategies.

Recent accounting pronouncements

See Part II, Item 8. Consolidated Financial Statements and Supplementary
Data, Note 1, Summary of Significant Account Policies, of the Notes to the
Consolidated Financial Statements of this Annual Report on Form 10-K, for a full
description of recent accounting pronouncements, including the actual and
expected dates of adoption and estimated effects on our consolidated results of
operations and financial condition, which is incorporated herein by reference.

Non-GAAP Disclosure

In addition to reporting financial results in accordance with Generally Accepted
Accounting Principles in the United States ("GAAP"), the Company has provided
adjusted operating income, adjusted earnings and adjusted earnings per share
(collectively, the "Adjusted Earnings Measures"), which are non-GAAP measures.
Management believes that the presentation of these measures provides investors
with a greater transparency comparison of operating results across a broad
spectrum of companies, which provides a more complete understanding of the
Company's financial performance, competitive position and prospects for the
future. Management also believes that investors regularly rely on non-GAAP
financial measures, such as adjusted operating income, adjusted earnings and
adjusted earnings per share, to assess operating performance and that such
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measures may highlight trends in the Company's business that may not otherwise
be apparent when relying on financial measures calculated in accordance with
GAAP.

The following tables provides a reconciliation for the years ended February 28,
2022 and February 28, 2021 between the various measures calculated in accordance
with GAAP to the Adjusted Earnings Measures (dollars in thousands, except per
share data):

                                                                            Year Ended February 28,
                                                                            2022                    2021
Operating income                                                    $     113,340               $  61,614
Restructuring and impairment charges(1)                                    (1,797)                 19,999
Acquisition costs(2)                                                        1,554                       -
Adjusted operating income                                           $     113,097               $  81,613
(1) See "Results of Operations-Restructuring and Impairment Charges" for further discussion on fiscal 2022
restructuring and impairment charges.
(2) Acquisition costs represent costs related to the Precoat Acquisition. See "Precoat Acquisition" above.





                                                                                           Year Ended
                                              February 28, 2022                        February 28, 2021                        February 29, 2020
                                                                Per                                      Per                                      Per
                                                              Diluted                                  Diluted                                  Diluted
                                          Amount             Share(1)              Amount             Share(1)              Amount             Share(1)
Net income and diluted earnings per
share                                 $    84,022          $     3.35          $    39,614          $     1.52          $    48,234          $     1.84
Adjustments (net of tax):
Restructuring and impairment charges:
Metal Coatings                                  -                   -               10,796                0.41                    -                   -
Infrastructure Solutions(2)                (1,797)              (0.07)               9,203                0.35               27,789                1.07
Acquisition related expenditures(3)         1,554                0.06                    -                   -
Subtotal                                     (243)              (0.01)              19,999                0.77               27,789                1.07
Tax provision (benefit) related to
restructuring and impairment
charges(4)                                     56                   -               (4,584)              (0.18)              (4,777)              (0.18)
Total adjustments                            (187)              (0.01)              15,415                0.59               23,012                0.88
Adjusted earnings and adjusted
earnings per share                    $    83,835          $     3.34       

$55,029 $2.11 $71,246 $2.71

______________________________

(1) Earnings per share amounts included in the table above may not sum due to
rounding differences.
(2) See "Results of Operations-Restructuring and Impairment Charges" for further
discussion on fiscal 2022 restructuring and impairment charges.
(3) Acquisition related expenditures represents expenses related to the Precoat
Acquisition.
(4) The non-GAAP effective tax rates for fiscal 2022, 2021 and 2020 were 22.9%,
22.9% and 17.2%, respectively.
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