##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended May 31, 2009

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 01-33633





Zep Inc.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 26-0783366                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)
|                                                               | 
|1310 Seaboard Industrial Boulevard, Atlanta, Georgia           |  | 30318-2825                             
|(Address of principal executive offices)                       |  | (Zip Code)                             

(404) 352-1680

(Registrants telephone number, including area code)

None

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)





Indicate by check mark x  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  x    No   ̈

Indicate by check mark whether the registrant has
submitted electronically and posted on its website, 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition
of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated
Filer   ̈     Accelerated Filer  x     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  x

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.

Common Stock  $0.01 Par Value  21,566,826 shares as of June 26, 2009.









---

##### Table of Contents

Zep Inc.

INDEX



|                              |  |                                                                                                                            |  |         
|----------------------------- |  | -------------------------------------------------------------------------------------------------------------------------- |  | --------
|                              |  |                                                                                                                            |  | Page No.
|PART I. FINANCIAL INFORMATION |  | 3                                                                                                                         
|                              |  |                                                                                                                           
|ITEM 1.                       |  | CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS                                                                             |  | 3       
|                              |  |                                                                                                                           
|                              |  | CONSOLIDATED AND COMBINED BALANCE SHEETS  MAY 31, 2009 (Unaudited) AND AUGUST 31, 2008                                    |  | 3       
|                              |  |                                                                                                                           
|                              |  | CONSOLIDATED AND COMBINED STATEMENTS OF INCOME (Unaudited)  THREE AND NINE MONTHS ENDED MAY 31, 2009 AND MAY 31, 2008     |  | 4       
|                              |  |                                                                                                                           
|                              |  | CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS (Unaudited)  THREE AND NINE MONTHS ENDED MAY 31, 2009 AND MAY 31,
2008 |  | 5       
|                              |  |                                                                                                                           
|                              |  | NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Unaudited)                                                        |  | 6       
|                              |  |                                                                                                                           
|ITEM 2.                       |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                                      |  | 13      
|                              |  |                                                                                                                           
|ITEM 3.                       |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                                 |  | 23      
|                              |  |                                                                                                                           
|ITEM 4.                       |  | CONTROLS AND PROCEDURES                                                                                                    |  | 23      
|                              | 
|PART II. OTHER INFORMATION    |  | 23                                                                                                                        
|                              |  |                                                                                                                           
|ITEM 1.                       |  | LEGAL PROCEEDINGS                                                                                                          |  | 23      
|                              |  |                                                                                                                           
|ITEM 1a.                      |  | RISK FACTORS                                                                                                               |  | 23      
|                              |  |                                                                                                                           
|ITEM 6.                       |  | EXHIBITS                                                                                                                   |  | 24      
|                              | 
|SIGNATURES                    |  | 25                                                                                                                        



2



---

##### Table of Contents

PART I. FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

Zep Inc.

CONSOLIDATED AND COMBINED BALANCE SHEETS

(In thousands, except share and per-share data)



|                                                                                                                                                                          |  |              |         |                 |   |        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------- | --------------- | - | -------
|                                                                                                                                                                          |  | MAY 31, 2009 |         | AUGUST 31, 2008
|                                                                                                                                                                          |  | (unaudited)  |         |                
|ASSETS                                                                                                                                                                    |  |              |         |                 |   |        
|Current Assets:                                                                                                                                                           |  |              |         |                 |   |        
|Cash and cash equivalents                                                                                                                                                 |  | $            | 6,613   |                 | $ | 14,528 
|Accounts receivable, less reserve for doubtful accounts of $5,425 at May 31, 2009 and $3,329 at August 31, 2008                                                           |  |              | 84,573  |                 |   | 99,101 
|Inventories                                                                                                                                                               |  |              | 41,838  |                 |   | 50,782 
|Prepayments and other current assets                                                                                                                                      |  |              | 11,655  |                 |   | 7,300  
|Deferred income taxes                                                                                                                                                     |  |              | 6,966   |                 |   | 6,614  
|                                                                                                                                                                          |  |              |         |                 |   |        
|Total Current Assets                                                                                                                                                      |  |              | 151,645 |                 |   | 178,325
|                                                                                                                                                                          |  |              |         |                 |   |        
|Property, Plant, and Equipment, at cost:                                                                                                                                  |  |              |         |                 |   |        
|Land                                                                                                                                                                      |  |              | 3,286   |                 |   | 3,295  
|Buildings and leasehold improvements                                                                                                                                      |  |              | 56,082  |                 |   | 53,952 
|Machinery and equipment                                                                                                                                                   |  |              | 85,691  |                 |   | 82,692 
|                                                                                                                                                                          |  |              |         |                 |   |        
|Total Property, Plant, and Equipment                                                                                                                                      |  |              | 145,059 |                 |   | 139,939
|Less accumulated depreciation and amortization                                                                                                                            |  |              | 89,781  |                 |   | 85,327 
|                                                                                                                                                                          |  |              |         |                 |   |        
|Property, Plant, and Equipment, net                                                                                                                                       |  |              | 55,278  |                 |   | 54,612 
|                                                                                                                                                                          |  |              |         |                 |   |        
|Other Assets:                                                                                                                                                             |  |              |         |                 |   |        
|Goodwill and intangible assets                                                                                                                                            |  |              | 31,921  |                 |   | 32,124 
|Deferred income taxes                                                                                                                                                     |  |              | 7,048   |                 |   | 7,387  
|Other long-term assets                                                                                                                                                    |  |              | 1,594   |                 |   | 1,623  
|                                                                                                                                                                          |  |              |         |                 |   |        
|Total Other Assets                                                                                                                                                        |  |              | 40,563  |                 |   | 41,134 
|                                                                                                                                                                          |  |              |         |                 |   |        
|Total Assets                                                                                                                                                              |  | $            | 247,486 |                 | $ | 274,071
|                                                                                                                                                                          |  |              |         |                 |   |        
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                      |  |              |         |                 |   |        
|Current Liabilities:                                                                                                                                                      |  |              |         |                 |   |        
|Current maturities of long-term debt                                                                                                                                      |  | $            | 11,800  |                 | $ | 12,000 
|Accounts payable                                                                                                                                                          |  |              | 35,062  |                 |   | 46,120 
|Accrued compensation                                                                                                                                                      |  |              | 16,725  |                 |   | 21,376 
|Other accrued liabilities                                                                                                                                                 |  |              | 21,222  |                 |   | 27,223 
|                                                                                                                                                                          |  |              |         |                 |   |        
|Total Current Liabilities                                                                                                                                                 |  |              | 84,809  |                 |   | 106,719
|Long-term debt, less current maturities                                                                                                                                   |  |              | 39,150  |                 |   | 47,150 
|                                                                                                                                                                          |  |              |         |                 |   |        
|Deferred income taxes                                                                                                                                                     |  |              | 386     |                 |   | 410    
|                                                                                                                                                                          |  |              |         |                 |   |        
|Self-insurance reserves, less current portion                                                                                                                             |  |              | 8,017   |                 |   | 7,748  
|                                                                                                                                                                          |  |              |         |                 |   |        
|Other long-term liabilities                                                                                                                                               |  |              | 13,021  |                 |   | 12,327 
|                                                                                                                                                                          |  |              |         |                 |   |        
|Commitments and Contingencies (see Note 5)                                                                                                                                |  |              |         |                 |   |        
|Stockholders Equity:                                                                                                                                                     |  |              |         |                 |   |        
|Preferred stock, $0.01 par value; 50,000,000 shares authorized; none issued and outstanding                                                                               |  |              |        |                 |   |       
|Common stock, $0.01 par value; 500,000,000 shares authorized; 21,141,647 issued and outstanding at May 31, 2009, and 20,957,916 issued
and outstanding at August 31, 2008 |  |              | 211     |                 |   | 210    
|Paid-in capital                                                                                                                                                           |  |              | 78,961  |                 |   | 75,025 
|Retained earnings                                                                                                                                                         |  |              | 9,587   |                 |   | 9,264  
|Accumulated other comprehensive income items                                                                                                                              |  |              | 13,344  |                 |   | 15,218 
|                                                                                                                                                                          |  |              |         |                 |   |        
|Total Stockholders Equity                                                                                                                                                |  |              | 102,103 |                 |   | 99,717 
|                                                                                                                                                                          |  |              |         |                 |   |        
|Total Liabilities and Stockholders Equity                                                                                                                                |  | $            | 247,486 |                 | $ | 274,071
|                                                                                                                                                                          |  |              |         |                 |   |        

The accompanying Notes to Consolidated and Combined Financial Statementsare an integral
part of these statements.



3



---

##### Table of Contents

Zep Inc.

CONSOLIDATED AND COMBINED STATEMENTS OF INCOME (Unaudited)

(In thousands,
except per-share data)



|                                                      |  |                          |         |                         |   |         |  |   |         |   |  |   |        
|----------------------------------------------------- |  | ------------------------ | ------- | ----------------------- | - | ------- |  | - | ------- | - |  | - | -------
|                                                      |  | THREE MONTHS ENDEDMAY 31 |         | NINE MONTHS ENDEDMAY 31
|                                                      |  | 2009                     |         | 2008                    |   | 2009    |  |   | 2008   
|Net Sales                                             |  | $                        | 122,961 |                         | $ | 145,202 |  | $ | 366,729 |   |  | $ | 421,941
|Cost of Products Sold                                 |  |                          | 56,659  |                         |   | 64,728  |  |   | 173,895 |   |  |   | 183,652
|                                                      |  |                          |         |                         |   |         |  |   |         |   |  |   |        
|Gross Profit                                          |  |                          | 66,302  |                         |   | 80,474  |  |   | 192,834 |   |  |   | 238,289
|Selling, Distribution, and Administrative Expenses    |  |                          | 57,479  |                         |   | 71,767  |  |   | 182,733 |   |  |   | 214,213
|Restructuring Charge                                  |  |                          |        |                         |   | 7,774   |  |   | 3,009   |   |  |   | 8,527  
|                                                      |  |                          |         |                         |   |         |  |   |         |   |  |   |        
|Operating Profit                                      |  |                          | 8,823   |                         |   | 933     |  |   | 7,092   |   |  |   | 15,549 
|Other Expense:                                        |  |                          |         |                         |   |         |  |   |         |   |  |   |        
|Interest expense, net                                 |  |                          | 370     |                         |   | 489     |  |   | 1,372   |   |  |   | 2,369  
|Miscellaneous income (expense), net                   |  |                          | 221     |                         |   | 34      |  |   | (1,010  | ) |  |   | 31     
|                                                      |  |                          |         |                         |   |         |  |   |         |   |  |   |        
|Total Other Expense                                   |  |                          | 149     |                         |   | 455     |  |   | 2,382   |   |  |   | 2,338  
|                                                      |  |                          |         |                         |   |         |  |   |         |   |  |   |        
|Income before Provision for Income Taxes              |  |                          | 8,674   |                         |   | 478     |  |   | 4,710   |   |  |   | 13,211 
|Provision for Income Taxes                            |  |                          | 3,267   |                         |   | 310     |  |   | 1,790   |   |  |   | 4,856  
|                                                      |  |                          |         |                         |   |         |  |   |         |   |  |   |        
|Net Income                                            |  | $                        | 5,407   |                         | $ | 168     |  | $ | 2,920   |   |  | $ | 8,355  
|                                                      |  |                          |         |                         |   |         |  |   |         |   |  |   |        
|Earnings Per Share:                                   |  |                          |         |                         |   |         |  |   |         |   |  |   |        
|Basic Earnings per Share                              |  | $                        | 0.26    |                         | $ | 0.01    |  | $ | 0.14    |   |  | $ | 0.40   
|                                                      |  |                          |         |                         |   |         |  |   |         |   |  |   |        
|Basic Weighted Average Number of Shares Outstanding   |  |                          | 21,117  |                         |   | 20,877  |  |   | 21,033  |   |  |   | 20,846 
|                                                      |  |                          |         |                         |   |         |  |   |         |   |  |   |        
|Diluted Earnings per Share                            |  | $                        | 0.25    |                         | $ | 0.01    |  | $ | 0.14    |   |  | $ | 0.39   
|                                                      |  |                          |         |                         |   |         |  |   |         |   |  |   |        
|Diluted Weighted Average Number of Shares Outstanding |  |                          | 21,264  |                         |   | 21,323  |  |   | 21,236  |   |  |   | 21,197 
|                                                      |  |                          |         |                         |   |         |  |   |         |   |  |   |        
|Dividends Declared per Share                          |  | $                        | 0.04    |                         | $ | 0.04    |  | $ | 0.12    |   |  | $ | 0.08   
|                                                      |  |                          |         |                         |   |         |  |   |         |   |  |   |        

The accompanying Notes to Consolidated and Combined Financial Statements are an integral
part of these statements.



4



---

##### Table of Contents

Zep Inc.

CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)



|                                                                                             |  |                         |         |   |      |   |         |  
|-------------------------------------------------------------------------------------------- |  | ----------------------- | ------- | - | ---- | - | ------- | -
|                                                                                             |  | NINE MONTHS ENDEDMAY 31 |        
|                                                                                             |  | 2009                    |         |   | 2008 |  
|Cash Provided by (Used for) Operating Activities:                                            |  |                         |         |   |      |   |         |  
|Net income                                                                                   |  | $                       | 2,920   |   |      | $ | 8,355   |  
|Adjustments to reconcile net income to net cash provided by (used for) operating activities: |  |                         |         |   |      |   |         |  
|Depreciation and amortization                                                                |  |                         | 5,023   |   |      |   | 5,089   |  
|Deferred income taxes                                                                        |  |                         | (38     | ) |      |   | (835    | )
|Excess tax benefits from share-based payments                                                |  |                         | (971    | ) |      |   | (582    | )
|Other non-cash charges                                                                       |  |                         | 2,238   |   |      |   | 1,611   |  
|Change in assets and liabilities:                                                            |  |                         |         |   |      |   |         |  
|Accounts receivable                                                                          |  |                         | 13,585  |   |      |   | (767    | )
|Inventories                                                                                  |  |                         | 8,575   |   |      |   | (1,496  | )
|Prepayments and other current assets                                                         |  |                         | (4,471  | ) |      |   | (2,266  | )
|Accounts payable                                                                             |  |                         | (10,786 | ) |      |   | 403     |  
|Accrued compensation and other current liabilities                                           |  |                         | (10,311 | ) |      |   | 972     |  
|Self-insurance and other long-term liabilities                                               |  |                         | 963     |   |      |   | 1,775   |  
|Other assets                                                                                 |  |                         | 716     |   |      |   | (1,745  | )
|                                                                                             |  |                         |         |   |      |   |         |  
|Net Cash Provided by Operating Activities                                                    |  |                         | 7,443   |   |      |   | 10,514  |  
|                                                                                             |  |                         |         |   |      |   |         |  
|Cash Provided by (Used for) Investing Activities:                                            |  |                         |         |   |      |   |         |  
|Purchases of property, plant, and equipment                                                  |  |                         | (5,795  | ) |      |   | (5,066  | )
|Other investing activities                                                                   |  |                         | 121     |   |      |   | 116     |  
|                                                                                             |  |                         |         |   |      |   |         |  
|Net Cash Used for Investing Activities                                                       |  |                         | (5,674  | ) |      |   | (4,950  | )
|                                                                                             |  |                         |         |   |      |   |         |  
|Cash Provided by (Used for) Financing Activities:                                            |  |                         |         |   |      |   |         |  
|Proceeds from revolving credit facility                                                      |  |                         | 60,100  |   |      |   | 84,100  |  
|Repayments of borrowings from revolving credit facility                                      |  |                         | (68,300 | ) |      |   | (20,631 | )
|Payment to Acuity Brands, Inc. upon separation                                               |  |                         |        |   |      |   | (62,500 | )
|Employee stock purchase plan issuances                                                       |  |                         | 549     |   |      |   | 145     |  
|Excess tax benefit from share-based payments                                                 |  |                         | 971     |   |      |   | 582     |  
|Dividend payments                                                                            |  |                         | (2,598  | ) |      |   | (1,752  | )
|Repayments of other long-term debt                                                           |  |                         |        |   |      |   | (10,325 | )
|Net activity with Acuity Brands, Inc. prior to separation                                    |  |                         |        |   |      |   | 5,683   |  
|                                                                                             |  |                         |         |   |      |   |         |  
|Net Cash Used for Financing Activities                                                       |  |                         | (9,278  | ) |      |   | (4,698  | )
|                                                                                             |  |                         |         |   |      |   |         |  
|Effect of Exchange Rate Changes on Cash                                                      |  |                         | (406    | ) |      |   | 1,048   |  
|                                                                                             |  |                         |         |   |      |   |         |  
|Net Change in Cash and Cash Equivalents                                                      |  |                         | (7,915  | ) |      |   | 1,914   |  
|Cash and Cash Equivalents at Beginning of Period                                             |  |                         | 14,528  |   |      |   | 9,142   |  
|                                                                                             |  |                         |         |   |      |   |         |  
|Cash and Cash Equivalents at End of Period                                                   |  | $                       | 6,613   |   |      | $ | 11,056  |  
|                                                                                             |  |                         |         |   |      |   |         |  

The accompanyingNotes to Consolidated and Combined Financial Statementsare an integral
part of these statements.



5



---

##### Table of Contents

Zep Inc.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Unaudited)

(Amounts
in thousands, except share and per-share data and as indicated)

1. DESCRIPTION OF BUSINESS, DISTRIBUTION, AND BASIS OF PRESENTATION

Description of the Business and Distribution

Zep Inc. (Zep, we, our, or the Company) is a producer, marketer, and service provider of a wide range of cleaning and maintenance solutions for commercial, industrial,
institutional, and consumer end-markets. The stock of Zep is listed on the New York Stock Exchange under the ticker symbol ZEP. Zeps product portfolio includes anti-bacterial and industrial hand care products, cleaners, degreasers,
deodorizers, disinfectants, floor care, sanitizers, and pest and weed control products. As of May 31, 2009, Zep served approximately 250,000 customers through a network of distribution centers and warehouses utilizing a base of more than
2,300 unique formulations.

The spin-off of Zep by Acuity Brands, Inc. (Acuity Brands) became effective on October 31,
2007 (the Distribution Date) through a distribution of 100% of the common stock of Zep to Acuity Brands stockholders (the Distribution). The Distribution is more fully discussed within the Companys Annual Report
on Form 10-K for the fiscal year ended August 31, 2008 filed with the Securities and Exchange Commission (SEC) on November 6, 2008 (File No. 01- 33633) (Form 10-K).

Basis of Presentation

The
financial statements for the periods presented prior to the Distribution Date are presented on a combined basis and represent those entities that were ultimately transferred to us as part of the spin-off. Prior to the spin-off, certain functions,
including treasury, tax, executive and employee benefits, financial reporting, risk management, legal, corporate secretary, and investor relations, were historically managed by the corporate division of Acuity Brands on behalf of its subsidiaries.
The assets, liabilities and expenses related to the support of these centralized corporate functions have been allocated to us on a specific identification basis to the extent possible. Otherwise, allocations related to these services were primarily
based upon an estimate of the proportion of corporate amounts applicable to us given our contribution to our consolidated parent companys revenues and employee base. Allocation ratios derived from these contribution factors are similar in
amount and remained consistent throughout the historical periods presented. Examples of expenses that were allocated in accordance with these proportional estimates include charges related to accounting and legal services undertaken to ensure the
consolidated parent companys compliance with various regulatory requirements as well as the salaries of certain corporate officers and employees. In the opinion of management, the assumptions and allocations have been made on a reasonable and
appropriate basis under the circumstances. Management believes that amounts allocated to Zep reflect a reasonable representation of the types of costs that would have been incurred if we had performed these functions as a stand-alone company.
However, as estimation is inherent within the aforementioned allocation process, these combined financial statements do not include all of the actual amounts that would have been incurred had we been a stand-alone entity during the periods
presented. The financial statements in this Form 10-Q for periods ending on or after the Distribution Date are presented on a consolidated basis and include the accounts of Zep and its majority-owned subsidiaries.

The unaudited interim Consolidated and Combined Financial Statements included herein have been prepared by us in accordance with U.S. generally
accepted accounting principles and present our financial position, results of operations, and cash flows. These consolidated and combined financial statements reflect all normal and recurring adjustments which are, in the opinion of management,
necessary to present fairly the consolidated and combined results for the interim periods presented. Certain information and footnote disclosures normally included in our annual financial statements prepared in accordance with U.S. generally
accepted accounting principles have been condensed or omitted. However, we believe that the disclosures included herein are adequate to make the information presented not misleading. These financial statements should be read in conjunction with our
audited consolidated and combined financial statements as of and for the three years ended August 31, 2008 and notes thereto included in our Annual Report on Form 10-K.

The results of operations for the three months and nine months ended May 31, 2009 are not necessarily indicative of the results to be expected for
the full fiscal year because our net sales and net income are generally higher in the second half of our fiscal year, and because of the continued uncertainty of general economic conditions impacting the key end markets in which we participate.



6



---

##### Table of Contents

2. NEW ACCOUNTING PRONOUNCEMENTS

Accounting Standards Adopted in Fiscal Year 2009

In September 2006, the Financial Accounting
Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 157, Fair Value Measurements (SFAS No. 157). SFAS No. 157 establishes a single authoritative definition of
fair value, establishes a framework for measuring fair value, and expands disclosure requirements pertaining to fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after
November 15, 2007 and interim periods within those fiscal years, and is therefore effective for us beginning in fiscal year 2009. Accordingly, we adopted this pronouncement effective September 1, 2008. The adoption did not impact
our results of operations or financial condition. Disclosures required by SFAS No. 157 are included within Note 9 of the Notes to Consolidated and Combined Financial Statements.

Accounting Standards Yet to be Adopted

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 (SFAS No. 161), which requires additional
disclosures about the objectives of the derivative instruments and hedging activities. SFAS No. 161 is effective for financial statements issued for fiscal years beginning after November 15, 2008 and interim periods within those
fiscal years, and will therefore become effective for us beginning in fiscal year 2010. We are currently assessing the potential impact that the adoption of SFAS No. 161 may have on our results of operations and financial condition.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (SFAS No. 141(R)).
SFAS No. 141(R) replaces SFAS No. 141, Business Combinations, and requires that all assets, liabilities, contingent consideration, contingencies, and in-process research and development costs of an acquired business be recorded
at fair value at the acquisition date; that acquisition costs generally be expensed as incurred; that restructuring costs generally be expensed in periods subsequent to the acquisition date; and that changes in accounting for deferred tax asset
valuation allowances and acquired income tax uncertainties after the measurement period impact income tax expense. SFAS No. 141(R) is effective for business combinations transacted subsequent to a companys first annual reporting period
beginning after December 15, 2008, and will therefore become effective for us beginning in fiscal year 2010. The impact that SFAS No. 141(R) may have on our results of operations or financial condition will depend upon the
nature, terms, and size of any acquisitions that we may consummate after the effective date.

3. INVENTORIES

Inventories include materials, direct labor, and related manufacturing overhead. Inventories are stated at the lower of cost (on a first-in, first-out or
average cost basis) or market and consist of the following:



|                           |  |              |        |   |                 |   |        |  
|-------------------------- |  | ------------ | ------ | - | --------------- | - | ------ | -
|                           |  | May 31, 2009 |        |   | August 31, 2008 |  
|Raw materials and supplies |  | $            | 14,002 |   |                 | $ | 16,351 |  
|Work in process            |  |              | 210    |   |                 |   | 401    |  
|Finished goods             |  |              | 30,063 |   |                 |   | 36,328 |  
|                           |  |              |        |   |                 |   |        |  
|                           |  |              | 44,275 |   |                 |   | 53,080 |  
|Less: Reserves             |  |              | (2,437 | ) |                 |   | (2,298 | )
|                           |  |              |        |   |                 |   |        |  
|                           |  | $            | 41,838 |   |                 | $ | 50,782 |  
|                           |  |              |        |   |                 |   |        |  

4. SHORT-TERM BORROWINGS AND LONG-TERM DEBT

Borrowings Preceding the Spin-Off

The debt levels and associated interest costs reflected within the historical combined financial statements prior to the Distribution Date reflect assumptions regarding prospective debt issuances based upon our anticipated financial
condition on or about the time of the spin-off. Debt in the amount of $75.0 million was assumed to have been outstanding during all periods preceding the Distribution Date. Accordingly, Zep has reflected the interest expense associated with
these borrowings within its historical results of operations as though $75.0 million in total borrowings had been outstanding during all periods preceding the Distribution Date.

Borrowings Following the Spin-Off

On October 19, 2007, we executed a receivables securitization facility and a revolving credit facility in anticipation of the spin-off. We drew $62.5 million from the revolving credit facility on October 31, 2007,
and the proceeds were immediately distributed to Acuity Brands. Additionally, we assumed a $7.2 million industrial revenue bond due in 2018 and approximately $0.3 million of other debt following the spin-off. The receivables securitization
facility remained unutilized during its one-year term, and expired in the normal course on October 19, 2008. Of the above referenced other debt, $0.3 million was settled during fiscal year 2008.



7



---

##### Table of Contents

Revolving Credit
Facility On October 19, 2007, we entered into a $100 million unsecured revolving credit facility (Revolving Credit
Facility) with a syndicate of commercial banks. The Revolving Credit Facility contains customary covenants regarding the preservation and maintenance of our corporate existence, material compliance with laws, payment of taxes, and maintenance
of insurance and of our properties. Further, the Revolving Credit Facility contains financial covenants including a leverage ratio (Maximum Leverage Ratio) of total indebtedness to EBITDA (earnings before interest, taxes, depreciation
and amortization expense), as such terms are defined in the Revolving Credit Facility agreement, and a minimum interest coverage ratio (Minimum Interest Coverage Ratio). These ratios are computed at the end of each fiscal quarter for the
most recent 12-month period. The Revolving Credit Facility allows for a Maximum Leverage Ratio of 3.25x and a Minimum Interest Coverage Ratio of 2.50x. The Revolving Credit Facility includes customary events of default, including, but not limited
to, the failure to pay any interest, principal or fees when due, the failure to perform any covenant or agreement, inaccurate or false representations or warranties, a material adverse change, insolvency or bankruptcy, change of control, the
occurrence of certain ERISA events, and judgment defaults. We were in compliance with all related financial covenants at May 31, 2009. Generally, amounts outstanding under the Revolving Credit Facility bear interest at a base rate or a Eurocurrency Rate. Base rate advances are denominated in U.S. Dollars, and amounts outstanding bear interest at a
fluctuating rate equal to JPMorgans base rate. Eurocurrency Rate advances can be denominated in a variety of currencies, including U.S. Dollars, and amounts outstanding bear interest at a periodic fixed rate equal to LIBOR for the applicable
currency plus an applicable margin. The applicable margins are based on our leverage ratio, as defined in the Revolving Credit Facility, with such margins ranging from 0.50% to 1.00%. Interest on both base rate and Eurocurrency Rate advances are
payable upon the earlier of maturity of the outstanding loan or quarterly if the loan is for a period greater than three months. The Revolving Credit Facility will mature and all amounts outstanding thereunder will be due and payable on
October 19, 2012. We entered into four interest rate swap arrangements during the fourth quarter of fiscal year 2008,
effectively swapping the variable interest rate associated with $20.0 million of borrowings made under our Revolving Credit Facility for fixed rates ranging from 3.2% to 3.5%. These interest rate swaps, which mature in June 2010, constitute
derivative instruments and are accounted for as cash flow hedges. The objective of these hedges is to manage the variability of interest-related cash flows associated with variable-rate debt subject to these hedge instruments. There has been no
ineffectiveness related to the change in fair value of our cash flow hedges since those instruments inception. The instruments have generated unrealized losses totaling $0.5 million during the first nine months of fiscal year 2009, none
of which is expected to affect earnings within the next 12 months. These unrealized losses have been recorded net of tax within Accumulated Other Comprehensive Income on our Consolidated and Combined Balance Sheets. The estimated fair
values of our derivative instruments are calculated based on market rates. These values reflect estimated termination costs and may be affected by counterparty creditworthiness and market conditions. However, we minimize such risk exposures for
these instruments by limiting the counterparties to large banks and financial institutions that meet established credit guidelines. We do not expect to incur any losses as a result of counterparty default. As of May 31, 2009, borrowings under the Revolving Credit Facility totaled $43.8 million. Of that total outstanding amount, $11.8 million has been
classified as Current maturities of long-term debt on our Consolidated and Combined Balance Sheets reflecting our current intention to settle that amount during the twelve months following May 31, 2009. The Company has the ability
to refinance all amounts borrowed under its Revolving Credit Facility until 2012. Therefore, amounts classified as Current maturities of long-term debt may fluctuate not only in response to repayment of those amounts, but also concurrent with
changes in the Companys projected cash flow for the 12-month period subsequent to the balance sheet date. The remaining $32.0 million has been reported within Long-term debt, less current maturities. The base interest rate
associated with borrowings made under the Revolving Credit Facility approximated 1.4% during the first nine months of fiscal year 2009. As of May 31, 2009 we had additional borrowing capacity under the Revolving Credit Facility of $53.3
million, which represents the full amount of the Revolving Credit Facility less the aforementioned borrowings as well as the outstanding letters of credit of $2.9 million that were issued under the Revolving Credit Facility. 5. COMMITMENTS AND CONTINGENCIES Litigation We are subject to various legal claims arising in the normal course of business. We, as part of programs entered into by Acuity
Brands, are self-insured up to specified limits for certain types of claims, including product liability, and employment practices, and we are fully self-insured for certain other types of claims, including environmental, product recall, some
employee-related matters, and patent infringement as part of the distribution agreement with Acuity Brands. Based on information currently available, it is the opinion of management that the ultimate resolution of pending and threatened legal
proceedings will not have a material adverse effect on the results of operations, financial position, or cash flows of Zep. However, in the event of unexpected future developments, it is possible that the ultimate resolution of such matters, if
unfavorable, could have a material adverse effect on results of operations, financial position, or cash flows of the Company in future periods. We establish reserves for legal claims when the costs associated with the claims become probable and can
be reasonably estimated. The actual costs of resolving legal claims may be substantially higher or lower than the amounts reserved for such claims. However, we cannot make a meaningful estimate of actual costs to be incurred that could possibly be
higher or lower than the amounts reserved.




8



---

##### Table of Contents

Environmental Matters

Our operations are subject to federal, state, local, and foreign laws and regulations relating to the generation, storage, handling, transportation, and
disposal of hazardous substances and solid and hazardous wastes, and to the remediation of contaminated sites. Permits and environmental controls are required for certain of our operations to limit air and water pollution, and these permits are
subject to modification, renewal, and revocation by issuing authorities. We will incur capital and operating costs relating to environmental compliance on an ongoing basis. Environmental laws and regulations have generally become stricter in recent
years, and the cost of responding to future changes may be substantial. While we believe that we are currently in substantial compliance with all material environmental laws and regulations, there can be no assurance that we will not incur
significant costs to remediate violations of such laws and regulations, particularly in connection with acquisitions of existing operating facilities, or to comply with changes in, or stricter or different interpretations of, existing laws and
regulations. Such costs could have a material adverse effect on our results of operations.

In June 2007, we reached a final
resolution of the investigation by the United States Department of Justice (the DOJ) of certain environmental issues at our primary manufacturing facility located in Atlanta, Georgia. In connection with this resolution, we are subject to
a three-year probation period that incorporates a compliance agreement with the United States Environmental Protection Agency (the EPA). Under the compliance agreement, we are required to maintain an enhanced compliance program. The
resolution of this matter is not expected to lead to a material loss of business, any disruption of production, or materially higher operating costs. However, in the event of our material breach of the compliance agreement, those consequences could
occur.

We are currently a party to federal and state administrative proceedings arising under federal and state laws enacted for the
protection of the environment where a state or federal agency or a private party alleges that hazardous substances generated by Zep have been discharged into the environment and a state or federal agency is requiring a cleanup of soil and/or
groundwater pursuant to federal or state superfund laws. In each of these proceedings in which Zep has been named as a party that allegedly generated hazardous substances that were transported to a waste site owned and operated by another party,
either (1) Zep is one of many other identified generators who have reached an agreement on the allocation of costs for cleanup among the various generators and Zeps potential liability is not material; (2) Zep has been identified as
a potential generator and the sites have been remediated by the EPA or by a state for a cost that is not material; or (3) other generators have cleaned up the site and have not pursued a claim against Zep and Zeps liability, if any, would
not be material.

Our property on Seaboard Industrial Boulevard is the only active site involving property which we own and where we have
been named as a potentially responsible party. We and the current and former owners of adjoining properties have reached agreement to share the expected costs and responsibilities of implementing an approved corrective action plan, submitted in
2004, under the Georgia Hazardous Response Act (HSRA) to periodically monitor property along a nearby stream for a period of five years ending in December 2009. The Georgia Environmental Protection Division (the EPD) is
reviewing the monitoring program and will determine if additional monitoring is necessary and for what period of time. Subsequently, in connection with the DOJ investigation described earlier, we and the EPA each analyzed samples taken from certain
sumps at the Seaboard facility. The sample results from some of the sump tests indicated the presence of certain hazardous substances. As a result, we notified the EPD and conducted additional soil and groundwater studies pursuant to HSRA. We are
continuing to negotiate with the EPD on the scope of the Corrective Action Plan we submitted to address the subsurface contamination north of Seaboard Industrial Boulevard, and have executed a Consent Order with the EPD covering this remediation.

In January 2008, the EPA issued a Notice of Violation and document request regarding the use and management of certain trench drains
at the Seaboard production facility as well as assorted minor waste labeling issues. The Company executed a Consent Order with the EPA in March 2009 that resolved this matter. Resolution involved the remittance of a penalty and modification of
certain manufacturing practices, neither of which had a material impact on the Companys results of operation or financial condition.

In May 2007, we accrued an undiscounted pre-tax liability of $5.0 million representing our best estimate of costs associated with voluntary subsurface remediation, primarily to remove contaminants from soil underlying one of our
manufacturing facilities, and other related environmental issues. While over approximately the next three years we could expend an amount ranging up to $7.5 million on these efforts, our best estimate of voluntary remediation costs continues to
be $5.0 million. To date, we have expended approximately $1.1 million of the $5.0 million reserve established in May 2007. Further sampling, engineering studies, changes in regulatory requirements and/or final resolution of the proposed consent
order could cause us to revise the current estimate. We believe that additional expenditures after three years of remediation may be necessary and that those expenditures, based on currently available information, could range up to an additional
$10.0 million during the subsequent twenty-five year period. It may be appropriate to capitalize certain of the expenditures that may be incurred in this twenty-five year period. We arrived at the current estimates on the basis of studies prepared
by independent third party environmental consulting firms. The actual cost of remediation will vary depending upon the results of additional testing and geological studies, the success of initial remediation efforts in the first five years
addressing the most significant areas of contamination, the rate at which site conditions may change, and the requirements of the EPD.



9



---

##### Table of Contents

Product Recall

The Company, in cooperation with the United States Consumer Product Safety Commission (CPSC), is conducting a voluntary product recall
involving certain five-gallon plastic pails manufactured by an outside supplier. The Company has learned that, in a limited number of cases, a label intended for a different product was affixed by the third-party supplier to the back of the affected
pails, even though the front of the pail was labeled properly. Zep is working cooperatively with its impacted retailer, who has reportedly removed the mislabeled product from store shelves. Zep does not believe that the mislabeled product, which is
used in floor care, poses a risk to end-users. Nevertheless, the Company initiated a CPSC recall on February 20, 2009 to address the mislabeling. As of May 31, 2009, the Company estimated potential losses associated with this
occurrence to be immaterial.

Guarantees and Indemnities

As further discussed in Note 1 of the Notes to Consolidated and Combined Financial Statements, in conjunction with the separation of their
businesses, Zep and Acuity Brands entered into various agreements that address the allocation of assets and liabilities between them and that define their relationship after the separation, including the distribution agreement, the tax
disaffiliation agreement, the employee benefits agreement, and the transition services agreement. Included in these agreements are certain general indemnifications granted by Zep to Acuity Brands, and by Acuity Brands to Zep, as well as specific
limited tax liability indemnifications in the event that the Distribution is deemed to be taxable, or if any of the internal reorganization steps taken to effect the Distribution are not deemed to have been made on a tax-free basis. The Internal
Revenue Service has issued a private letter ruling supporting the tax-free status of the spin-off, and Zep continues to conduct its operations in a manner that is compliant with the conditions set forth by that ruling. Further, Zep and Acuity Brands
have received an opinion from their external counsel supporting the tax-free status of the spin-off. We believe the probability that the Distribution will be deemed taxable is remote, and the estimated fair value to be de minimis. Therefore, we have
not recorded any related amounts in our Consolidated and Combined Financial Statements.

6. RESTRUCTURING CHARGES

During the first quarter of fiscal year 2008, Zeps management announced its intention to pursue a strategic plan focused on achieving the
Companys long-term financial objectives. As part of this program, we recorded pre-tax charges of $10.0 million reflecting the cost of restructuring and other special items during fiscal year 2008. These charges are composed of
severance-related costs totaling approximately $5.3 million, product line simplification costs of $1.5 million (approximately $1.2 million of which is related to inventory disposal and is required to be reported within Cost of
Products Sold), and facility lease contract termination costs of approximately $3.3 million. We will continue to make lease payments on the facility, which housed our corporate office prior to consolidation, until it expires in 2015.

During the first quarter of fiscal year 2009, the Company recorded an additional $1.9 million restructuring charge composed of
severance costs. The Companys employee severance programs are collectively expected to affect approximately 240 employees, and the majority of costs associated with these programs is expected to be settled during the next 12 months. In the
second quarter of fiscal year 2009, the Company recorded a charge of $1.1 million as it exited two additional facilities, and, in accordance with SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities,
adjusted sub-lease rental income assumptions associated with the above mentioned fiscal year 2008 facility closure.

The fiscal year 2009
changes to our restructuring reserve (included within Accrued compensationandOther accrued liabilities on the Consolidated and Combined Balance Sheets) are summarized as follows:



|                                                       |  |                |        |   |                   |   |       |  
|------------------------------------------------------ |  | -------------- | ------ | - | ----------------- | - | ----- | -
|                                                       |  | SeveranceCosts |        |   | FacilityExitCosts |  
|Balance as of August 31, 2008                          |  | $              | 4,081  |   |                   | $ | 3,130 |  
|Restructuring charges recorded during fiscal year 2009 |  |                | 1,895  |   |                   |   | 1,114 |  
|Payments made from accrued restructuring charges       |  |                | (3,057 | ) |                   |   | (728  | )
|                                                       |  |                |        |   |                   |   |       |  
|Balance as of May 31, 2009                             |  | $              | 2,919  |   |                   | $ | 3,516 |  
|                                                       |  |                |        |   |                   |   |       |  



10



---

##### Table of Contents

7. EARNINGS PER SHARE

The Company computes earnings per share in accordance with SFAS No. 128, Earnings per Share. Under this statement, basic earnings per share is computed by dividing net income available to common
stockholders by the weighted average number of common shares outstanding during the period. Unvested shares of restricted stock are excluded from basic shares outstanding. Diluted earnings per share is computed similarly, but reflects the potential
dilution that would occur if dilutive options were exercised and restricted stock awards were vested.

Prior to the Distribution Date, the
common stock of Zep was owned by Acuity Brands. Accordingly, for periods prior to October 31, 2007, basic and diluted earnings per share have been computed using the number of shares of Zep common stock outstanding on the Distribution
Date.

The following table reflects basic and diluted earnings per common share for the three and nine months ended May 31, 2009 and
2008:



|                                                              |  |                          |        |                         |   |        |  |      |        |  |   |       
|------------------------------------------------------------- |  | ------------------------ | ------ | ----------------------- | - | ------ |  | ---- | ------ |  | - | ------
|                                                              |  | Three Months EndedMay 31 |        | Nine Months EndedMay 31
|                                                              |  | 2009                     |        | 2008                    |   | 2009   |  | 2008
|Basic earnings per share:                                     |  |                          |        |                         |   |        |  |      |        |  |   |       
|Net income                                                    |  | $                        | 5,407  |                         | $ | 168    |  | $    | 2,920  |  | $ | 8,355 
|Basic weighted average shares outstanding                     |  |                          | 21,117 |                         |   | 20,877 |  |      | 21,033 |  |   | 20,846
|                                                              |  |                          |        |                         |   |        |  |      |        |  |   |       
|Basic earnings per share                                      |  | $                        | 0.26   |                         | $ | 0.01   |  | $    | 0.14   |  | $ | 0.40  
|                                                              |  |                          |        |                         |   |        |  |      |        |  |   |       
|Diluted earnings per share:                                   |  |                          |        |                         |   |        |  |      |        |  |   |       
|Net income                                                    |  | $                        | 5,407  |                         | $ | 168    |  | $    | 2,920  |  | $ | 8,355 
|Basic weighted average shares outstanding                     |  |                          | 21,117 |                         |   | 20,877 |  |      | 21,033 |  |   | 20,846
|Common stock equivalents (stock options and restricted stock) |  |                          | 147    |                         |   | 446    |  |      | 203    |  |   | 351   
|                                                              |  |                          |        |                         |   |        |  |      |        |  |   |       
|Diluted weighted average shares outstanding                   |  |                          | 21,264 |                         |   | 21,323 |  |      | 21,236 |  |   | 21,197
|                                                              |  |                          |        |                         |   |        |  |      |        |  |   |       
|Diluted earnings per share                                    |  | $                        | 0.25   |                         | $ | 0.01   |  | $    | 0.14   |  | $ | 0.39  
|                                                              |  |                          |        |                         |   |        |  |      |        |  |   |       

8. COMPREHENSIVE INCOME

Comprehensive income includes all changes in equity that result from recognized transactions and other economic events other than transactions with owners in their capacity as owners. We currently intend to
indefinitely reinvest all undistributed earnings of and original investments in foreign subsidiaries, thus the foreign currency translation adjustments presented in the below listed tabular disclosure are not affected by domestic income taxes.
The components of our comprehensive income are as follows:



|                                                                                                                                |  |                          |        |                         |   |      |  |   |        |   |  |   |       
|------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | ------ | ----------------------- | - | ---- |  | - | ------ | - |  | - | ------
|                                                                                                                                |  | Three Months EndedMay 31 |        | Nine Months EndedMay 31
|                                                                                                                                |  | 2009                     |        | 2008                    |   | 2009 |  |   | 2008  
|Net income                                                                                                                      |  | $                        | 5,407  |                         | $ | 168  |  | $ | 2,920  |   |  | $ | 8,355 
|Foreign currency translation adjustments (net of tax of $0 in all periods)                                                      |  |                          | 5,638  |                         |   | 420  |  |   | (1,562 | ) |  |   | 4,970 
|Change in unrealized loss on hedges (net of tax of $11 and $183 for the three and nine months ended May 31, 2009,
respectively) |  |                          | 18     |                         |   |     |  |   | (312   | ) |  |   |      
|                                                                                                                                |  |                          |        |                         |   |      |  |   |        |   |  |   |       
|Comprehensive income                                                                                                            |  | $                        | 11,063 |                         | $ | 588  |  | $ | 1,046  |   |  | $ | 13,325
|                                                                                                                                |  |                          |        |                         |   |      |  |   |        |   |  |   |       

Foreign currency translation adjustments for the three months and nine months ended May 31,
2009 resulted primarily from the fluctuation in the value of the U.S. Dollar relative to the Canadian Dollar and the Euro.



11



---

##### Table of Contents

9. FAIR VALUE DISCLOSURES

Effective September 1, 2008, we adopted SFAS No. 157, which requires disclosures about our assets and liabilities that are measured at fair value. The adoption did not impact the Companys results
of operations or financial condition. We have not applied the provisions of SFAS No. 157 to non-financial assets, such as our property and equipment, goodwill and certain other assets, which are measured at fair value for impairment
assessment. We will apply the provisions of SFAS No. 157 to these assets and liabilities beginning September 1, 2010, in accordance with FASB Staff Position No. 157-2, Effective Date of FASB Statement No. 157,
which is not expected to have a material impact on our results of operations or financial condition.

Our assets and liabilities recorded
at fair value have been categorized based upon a fair value hierarchy in accordance with SFAS No. 157. Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities. Level 2 inputs are based on other observable
market data, such as quoted prices for similar assets and liabilities, and inputs other than quoted prices that are observable, such as interest rates and yield curves. Level 3 inputs are developed from unobservable data reflecting our own
assumptions, and include situations where there is little or no market activity for the asset or liability.

Our financial assets and
liabilities subject to the disclosure requirements of SFAS No. 157 include only our interest rate swap arrangements, which are discussed in Note 4 of the Notes to Consolidated and Combined Financial Statements. Our cash flow hedges
carried an aggregate fair market value liability of approximately $0.6 million as of May 31, 2009. These instruments are valued using pricing models based upon market observable inputs such as yield curves, and such inputs are classified
as Level 2 inputs under SFAS No. 157.



12



---

##### Table of Contents

|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

The following discussion should be read in conjunction with the Consolidated and Combined Financial Statements and related notes thereto.
References made to years are for fiscal year periods.

The purpose of this discussion and analysis is to enhance the understanding and
evaluation of the results of operations, financial position, cash flows, indebtedness, and other key financial information of Zep for the three and nine months ended May 31, 2009 and 2008. For a more complete understanding of this discussion,
please read the Notes to Consolidated and Combined Financial Statements included in this report. Also, please refer to our Annual Report on Form 10-K for the fiscal year ended August 31, 2008, filed with the SEC on
November 6, 2008, for additional information regarding us, including the audited consolidated and combined financial statements of Zep as of and for the three years ended August 31, 2008 and the related notes thereto, (the
Form 10-K).

Overview

Company

We are a leading producer, marketer, and service provider of a wide range of cleaning
and maintenance solutions for commercial, industrial, institutional, and consumer end-markets. Our common stock is listed on the New York Stock Exchange under the ticker symbol ZEP. Our product portfolio includes anti-bacterial and
industrial hand care products, cleaners, degreasers, deodorizers, disinfectants, floor finishes, sanitizers, and pest and weed control products. We continually expand our product portfolio and service offerings through the introduction of new
products and formulations as well as new services to meet the demands of the industry and our customers. We market these products and services under well recognized and established brand names, such as Zep®, Zep Commercial®, Zep Professional,
Enforcer®, and Selig, some of which have been in existence for more than 70 years. We reach our customers through an
experienced international organization of sales representatives, supported by highly skilled research and development and technical services teams, who collectively provide creative solutions for our customers diverse cleaning and maintenance
needs by utilizing their extensive product expertise and providing customized value added services that we believe distinguish us among our competitors.

Due to the seasonal nature of a portion of our business and the number of available selling days, sales in the third and fourth quarter of our fiscal year have historically outpaced those generated in the first six
months of the fiscal year. Additional discussion of trends and expectations related to the remainder of fiscal year 2009 and beyond is included within the Outlook and Strategy portion of Managements Discussion and Analysis of
Financial Condition and Results of Operations.

Our Separation from Acuity Brands, Inc.

Our spin-off became effective on October 31, 2007 through a distribution of 100% of the common stock of Zep to Acuity Brands stockholders
(the Distribution). The Distribution is more fully discussed within the Companys Form 10-K.

Liquidity and Capital Resources

Our principal sources of liquidity are operating cash flows generated primarily from operating activities and various sources of
borrowings. Our ability to generate sufficient cash flow from operations and to access certain capital markets, including banks, is necessary for us to fund our operations, to pay dividends, to meet obligations as they become due, and to maintain
compliance with covenants contained within our financing agreements. Our ongoing liquidity will depend on a number of factors, including available cash resources, cash flow from operations, compliance with covenants contained in certain of our
financing agreements, and the ability to access capital markets. As of May 31, 2009, we had additional borrowing capacity under our Revolving Credit Facility of $53.3 million. We entered into four interest rate swap arrangements during the
fourth quarter of fiscal year 2008 effectively swapping the variable interest rate associated with $20.0 million of borrowings made under our Revolving Credit Facility for fixed rates ranging from 3.2% to 3.5%. We do not rely on commercial
paper issuances to finance our business. While our $40.0 million, one-year receivable securitization facility was allowed to expire in the normal course in October 2008, we did not utilize this facility during its term. Based on our
current cash on hand, current financing arrangements, and current projections of cash flow from operations, management believes that we will be able to meet the liquidity needs of our current business over the next 12 months. Further detail
regarding our debt instruments is provided in the Capitalization section that follows as well as in Note 4 of the Notes to Consolidated and Combined Financial Statements.



13



---

##### Table of Contents

Cash Flow

We use available cash and cash flow provided by operating activities primarily to fund operations and capital expenditures. Net cash provided by the Companys operating activities totaled $7.4 million during the
first nine months of fiscal year 2009 compared with $10.5 million in the year-ago period. Net cash provided by operating activities decreased $3.1 million due primarily to the difference in net earnings between those two periods, and the
current year payment of severances and other compensation related expenses accrued in the prior fiscal year.

Operating working capital
(calculated by adding accounts receivable, net, plus inventories, and subtracting accounts payable) decreased by approximately $12.4 million to $91.3 million at May 31, 2009 from $103.8 million at August 31, 2008. The decrease in
operating working capital was due primarily to a decline in accounts receivable. Net sales have historically been strongest in the fourth quarter of each fiscal year. This disproportionate distribution of fiscal year sales typically results in a
decline in accounts receivable from August to May, and this trend has been exacerbated during our fiscal year 2009 by the downturn in the economy.

Management believes that investing in assets and programs that will over time increase the return on our invested capital is a key factor in driving stockholder value. We invested $5.8 million and $5.1 million in the first nine months of
fiscal year 2009 and 2008, respectively, primarily for building improvements, machinery, equipment, and information technology. We expect capital expenditures to approximate $8.0 million in fiscal year 2009.

Capitalization

Revolving Credit Facility

On October 19, 2007, we entered into a $100 million unsecured revolving credit facility (Revolving Credit
Facility) with a syndicate of commercial banks. The Revolving Credit Facility contains customary covenants regarding the preservation and maintenance of our corporate existence, material compliance with laws, payment of taxes, and maintenance
of insurance and of our properties. Further, the Revolving Credit Facility contains financial covenants including a leverage ratio (Maximum Leverage Ratio) of total indebtedness to EBITDA (earnings before interest, taxes, depreciation
and amortization expense), as such terms are defined in the Revolving Credit Facility agreement, and a minimum interest coverage ratio (Minimum Interest Coverage Ratio). These ratios are computed at the end of each fiscal quarter for the
most recent 12-month period. The Revolving Credit Facility allows for a Maximum Leverage Ratio of 3.25x and a Minimum Interest Coverage Ratio of 2.50x. The Revolving Credit Facility includes customary events of default, including, but not limited
to, the failure to pay any interest, principal or fees when due, the failure to perform any covenant or agreement, inaccurate or false representations or warranties, a material adverse change, insolvency or bankruptcy, change of control, the
occurrence of certain ERISA events, and judgment defaults. The Company was in compliance with all related financial covenants as of May 31, 2009. The Maximum Leverage Ratio for the quarter ended May 31, 2009 was 1.71x, without the
benefit of restructuring-related adjustments allowed by our Revolving Credit Facility.

Generally, amounts outstanding under the Revolving
Credit Facility bear interest at a base rate or a Eurocurrency Rate. Base rate advances are denominated in U.S. Dollars, and amounts outstanding bear interest at a fluctuating rate equal to JPMorgans base rate.
Eurocurrency Rate advances can be denominated in a variety of currencies, including U.S. Dollars, and amounts outstanding bear interest at a periodic fixed rate equal to LIBOR for the applicable currency plus an applicable margin. The applicable
margins are based on our leverage ratio, as defined in the Revolving Credit Facility, with such margins ranging from 0.50% to 1.00%. Interest on both base rate and Eurocurrency Rate advances are payable upon the earlier of maturity of the
outstanding loan or quarterly if the loan is for a period greater than three months. The Revolving Credit Facility will mature and all amounts outstanding thereunder will be due and payable on October 19, 2012.

As of May 31, 2009, borrowings under the Revolving Credit Facility totaled $43.8 million. Of that total outstanding amount, $11.8 million has been
classified as Current maturities of long-term debt on our Consolidated and Combined Balance Sheets reflecting our current intention to settle that amount during the twelve months following May 31, 2009. The Company has the ability
to refinance all amounts borrowed under its Revolving Credit Facility until 2012. Therefore, amounts classified as Current maturities of long-term debt may fluctuate not only in response to repayment of those amounts, but also concurrent with
changes in the Companys projected cash flow for the 12-month period subsequent to the balance sheet date. The remaining $32.0 million has been reported within Long-term debt, less current maturities. The base interest rate
associated with borrowings made under the Revolving Credit Facility approximated 1.4% during the first nine months of fiscal year 2009. As of May 31, 2009 we had additional borrowing capacity under the Revolving Credit Facility of $53.3
million, which represents the full amount of the Revolving Credit Facility less the aforementioned borrowings as well as the outstanding letters of credit of $2.9 million that were issued under the Revolving Credit Facility.



Dividends

We have paid cash dividends on common stock of $2.6 million or $0.12 per share during the nine months ended May 31, 2009. On June 25, 2009,
our Board of Directors declared a quarterly dividend of $0.04 per share. We expect to pay a quarterly dividend at an annual rate of $0.16 per share. Our ability to fund a regular quarterly dividend is impacted by our financial results and the
availability of surplus funds. Delaware law prohibits the payment of dividends or otherwise distributing funds to our stockholders absent a legally available surplus. Our ability to generate positive cash flows from operating activities
directly affects our ability to make dividend



14



---

##### Table of Contents

payments. Also, restrictions under the instruments governing our indebtedness could impair our ability to make such payments. Effective as of the date of the
spin-off, payments on our indebtedness and the quarterly dividend are expected to account for the majority of our financing activities.

All decisions regarding the declaration and payment of dividends are at the discretion of our Board of Directors and are evaluated periodically in consideration of our financial condition, earnings, growth prospects, funding requirements,
applicable law, and any other factors our Board of Directors deems relevant. We do not currently have plans to change our annual dividend rate.



15



---

##### Table of Contents

Results of Operations

Third Quarter of Fiscal Year 2009 Compared with Third Quarter of Fiscal Year 2008

The following tables set
forth information comparing the components of net income for the three months ended May 31, 2009 with the three months ended May 31, 2008. Both dollar and percentage changes included within the tables below were calculated from the
Companys Consolidated and Combined Statements of Income:



|                                  |  |                          |       |   |               |   |       |   |  |       |   
|--------------------------------- |  | ------------------------ | ----- | - | ------------- | - | ----- | - |  | ----- | --
|                                  |  | Three Months EndedMay 31 |       |   | PercentChange |  
|(Dollars in millions)             |  | 2009                     |       |   | 2008          |   |      
|Net Sales                         |  | $                        | 123.0 |   |               | $ | 145.2 |   |  | (15.3 | )%
|Gross Profit                      |  |                          | 66.3  |   |               |   | 80.5  |   |  | (17.6 | )%
|Percent of net sales              |  |                          | 53.9  | % |               |   | 55.4  | % |  |       |   
|Operating Profit                  |  |                          | 8.8   |   |               |   | 0.9   |   |  | 846   | % 
|Percent of net sales              |  |                          | 7.2   | % |               |   | 0.6   | % |  |       |   
|Income before Provision for Taxes |  |                          | 8.7   |   |               |   | 0.5   |   |  | 1,715 | % 
|Percent of net sales              |  |                          | 7.1   | % |               |   | 0.3   | % |  |       |   
|Net Income                        |  | $                        | 5.4   |   |               | $ | 0.2   |   |  | 3,118 | % 

Net Sales

Net sales were $123.0 million in the third quarter of fiscal year 2009 compared with $145.2 million in the year-ago period, representing a
decrease of $22.2 million or 15.3%. Declining volumes were responsible for $21.5 million of the decrease in net sales as demand remained weak in each of the Companys markets. Unfavorable foreign currency translation on international
sales negatively impacted total net sales by an additional $5.4 million. These declines were partially offset by the realization of higher selling prices totaling approximately $4.7 million, primarily within the Companys domestic
markets.

Gross Profit



|                      |  |                          |       |   |                    |   |       |               |  |   |       |   |  |       |   
|--------------------- |  | ------------------------ | ----- | - | ------------------ | - | ----- | ------------- |  | - | ----- | - |  | ----- | --
|                      |  | Three Months EndedMay 31 |       |   | Increase(Decrease) |   |       | PercentChange | 
|(Dollars in millions) |  | 2009                     |       |   | 2008               |   |       |              
|Net Sales             |  | $                        | 123.0 |   |                    | $ | 145.2 |               |  | $ | (22.2 | ) |  | (15.3 | )%
|Cost of Products Sold |  |                          | 56.7  |   |                    |   | 64.7  |               |  |   | (8.1  | ) |  | (12.5 | )%
|Percent of net sales  |  |                          | 46.1  | % |                    |   | 44.6  | %             |  |   |       |   |  |       |   
|Gross Profit          |  | $                        | 66.3  |   |                    | $ | 80.5  |               |  | $ | (14.2 | ) |  | (17.6 | )%
|Percent of net sales  |  |                          | 53.9  | % |                    |   | 55.4  | %             |  |   |       |   |  |       |   

Gross profit decreased $14.2 million, or 17.6% to $66.3 million in the third quarter of
fiscal year 2009 compared with $80.5 million in the year-ago period. Gross profit margin of 53.9% in the third quarter of fiscal year 2009 decreased approximately 1.5% from that of the third quarter in the prior fiscal year as the decline in
sales volume coupled with high raw material costs continued to place downward pressure on gross profit and gross profit margin. Cost of products sold in the third quarter of fiscal year 2008 included a $1.2 million charge related to the
establishment of a reserve for discontinued inventory. On a comparative year-over-year basis, raw material costs increased approximately $4.4 million. The impact of these higher costs was offset by higher selling prices and lower manufacturing
costs of approximately $1.9 million. The impact of channel and product sales mix was responsible for approximately 70 basis points of the decline in gross profit margin. Fluctuation of foreign currencies relative to the U.S. dollar adversely
impacted gross profit in the third quarter of fiscal year 2009 by approximately $3.0 million.

Operating Profit



|                                                   |  |                          |      |   |                    |   |      |               |  |   |       |   |  |       |   
|-------------------------------------------------- |  | ------------------------ | ---- | - | ------------------ | - | ---- | ------------- |  | - | ----- | - |  | ----- | --
|                                                   |  | Three Months EndedMay 31 |      |   | Increase(Decrease) |   |      | PercentChange | 
|(Dollars in millions)                              |  | 2009                     |      |   | 2008               |   |      |              
|Gross Profit                                       |  | $                        | 66.3 |   |                    | $ | 80.5 |               |  | $ | (14.2 | ) |  | (17.6 | )%
|Percent of net sales                               |  |                          | 53.9 | % |                    |   | 55.4 | %             |  |   |       |   |  |       |   
|Selling, Distribution, and Administrative Expenses |  |                          | 57.5 |   |                    |   | 71.8 |               |  |   | (14.3 | ) |  | (19.9 | )%
|Restructuring Charge                               |  |                          |     |   |                    |   | 7.8  |               |  |   | (7.8  | ) |  | (100  | )%
|Operating Profit                                   |  | $                        | 8.8  |   |                    | $ | 0.9  |               |  | $ | 7.9   |   |  | 846   | % 
|Percent of net sales                               |  |                          | 7.2  | % |                    |   | 0.6  | %             |  |   |       |   |  |       |   



16



---

##### Table of Contents

Operating profit totaled $8.8 million in the third quarter of fiscal year 2009 compared with $0.9 million
reported in the third quarter of fiscal year 2008. Operating margins were 7.2% in the third quarter of fiscal year 2009 compared with 0.6% in the year-earlier period. The Company reduced selling, distribution, and administrative expenses
(SD&A) compared with last year by an aggregate of $14.3 million. The decline in net sales resulted in reduced variable selling costs of approximately $8.4 million. Such costs include commissions paid to sales
representatives as well as customer freight. We incurred approximately $3.4 million less in expenses attributable to compensation-related costs including administrative salaries and bonuses. Also, our operating results benefited by
approximately $1.7 million from the disciplined control of certain sales support costs, and, to a lesser degree, by a decrease in the cost of our insurance programs.

The Company did not record charges for restructuring or other special items during the third quarter of fiscal year 2009. Operating profit during the quarter ended May 31, 2008 was adversely affected by charges
recorded for restructuring and other special items totaling $9.3 million. Those charges were composed of severance related costs totaling $4.5 million, facility lease contract termination costs of approximately $3.3 million, and inventory
discontinuance costs totaling $1.5 million.

Income before Provision for Taxes



|                                  |  |                          |     |   |                    |   |     |               |  |   |      |   |  |       |   
|--------------------------------- |  | ------------------------ | --- | - | ------------------ | - | --- | ------------- |  | - | ---- | - |  | ----- | --
|                                  |  | Three Months EndedMay 31 |     |   | Increase(Decrease) |   |     | PercentChange | 
|(Dollars in millions)             |  | 2009                     |     |   | 2008               |   |     |              
|Operating Profit                  |  | $                        | 8.8 |   |                    | $ | 0.9 |               |  | $ | 7.9  |   |  | 846   | % 
|Percent of net sales              |  |                          | 7.2 | % |                    |   | 0.6 | %             |  |   |      |   |  |       |   
|Other Expense                     |  |                          |     |   |                    |   |     |               |  |   |      |   |  |       |   
|Interest Expense, net             |  |                          | 0.4 |   |                    |   | 0.5 |               |  |   | (0.1 | ) |  | (24.3 | )%
|Miscellaneous income              |  |                          | 0.2 |   |                    |   |    |               |  |   | 0.2  |   |  | 550   | % 
|Total Other Expense               |  |                          | 0.1 |   |                    |   | 0.5 |               |  |   | (0.3 | ) |  | (67.3 | )%
|Income before Provision for Taxes |  | $                        | 8.7 |   |                    | $ | 0.5 |               |  | $ | 8.2  |   |  | 1,715 | % 
|Percent of net sales              |  |                          | 7.1 | % |                    |   | 0.3 | %             |  |   |      |   |  |       |   

Total other expenses remained materially consistent with that of the prior years third
fiscal quarter. Therefore, the increase in income before provision for taxes resulted primarily from the above noted increase in operating profit.

Provision for Taxes and Net Income



|                                         |  |                          |      |   |                    |   |               |   |  |   |     |  |       |  
|---------------------------------------- |  | ------------------------ | ---- | - | ------------------ | - | ------------- | - |  | - | --- |  | ----- | -
|                                         |  | Three Months EndedMay 31 |      |   | Increase(Decrease) |   | PercentChange |  
|(Dollars in millions)                    |  | 2009                     |      |   | 2008               |   |               |  
|Income before Provision for Income Taxes |  | $                        | 8.7  |   |                    | $ | 0.5           |   |  | $ | 8.2 |  | 1,715 | %
|Percent of net sales                     |  |                          | 7.1  | % |                    |   | 0.3           | % |  |   |     |  |       |  
|Provision for Income Taxes               |  |                          | 3.3  |   |                    |   | 0.3           |   |  |   | 3.0 |  | 953.9 | %
|Effective tax rate                       |  |                          | 37.7 | % |                    |   | 64.9          | % |  |   |     |  |       |  
|Net Income                               |  | $                        | 5.4  |   |                    | $ | 0.2           |   |  | $ | 5.2 |  | 3,118 | %

Net income for the third quarter of fiscal year 2009 totaled $5.4 million compared with net
income of $0.2 million reported in the third quarter of fiscal year 2008. The increase in net income resulted primarily from the above noted increase in operating profit.

The effective tax rate for the third quarter of fiscal year 2009 was 37.7%, compared with 64.9% in the year-ago period. The effective tax rate in the
third quarter of fiscal year 2008 was negatively impacted by lower than estimated net profits within jurisdictions having favorable tax rates, the impact of state taxes, and changes in estimated pre-tax income. Our effective tax rate is anticipated
to range between 37.5% and 38.5% for fiscal year 2009 similar to the effective tax rate for fiscal year 2008.

Diluted earnings per share
generated in the three months ended May 31, 2009 totaled $0.25 representing an increase of $0.24 per diluted share from that earned in the prior year period. Earnings in the third fiscal quarter of 2008 were negatively impacted by $0.27 per
diluted share as a result of the May 2008 charges for restructuring and other special items.



17



---

##### Table of Contents

Nine Months of Fiscal Year 2009 Compared with Nine Months of Fiscal Year 2008

The following table sets forth information comparing the components of net income for the nine months ended May 31, 2009 with the nine months ended
May 31, 2008. Both dollar and percentage changes included within the tables below were calculated from the Companys Consolidated and Combined Statements of Income:



|                                  |  |                         |       |   |               |   |       |   |  |       |   
|--------------------------------- |  | ----------------------- | ----- | - | ------------- | - | ----- | - |  | ----- | --
|                                  |  | Nine Months EndedMay 31 |       |   | PercentChange |  
|(Dollars in millions)             |  | 2009                    |       |   | 2008          |   |      
|Net Sales                         |  | $                       | 366.7 |   |               | $ | 421.9 |   |  | (13.1 | )%
|Gross Profit                      |  |                         | 192.8 |   |               |   | 238.3 |   |  | (19.1 | )%
|Percent of net sales              |  |                         | 52.6  | % |               |   | 56.5  | % |  |       |   
|Operating Profit                  |  |                         | 7.1   |   |               |   | 15.5  |   |  | (54.4 | )%
|Percent of net sales              |  |                         | 1.9   | % |               |   | 3.7   | % |  |       |   
|Income before Provision for Taxes |  |                         | 4.7   |   |               |   | 13.2  |   |  | (64.3 | )%
|Percent of net sales              |  |                         | 1.3   | % |               |   | 3.1   | % |  |       |   
|Net Income                        |  | $                       | 2.9   |   |               | $ | 8.4   |   |  | (65.1 | )%

Net Sales

Net sales were $366.7 million in the nine months ended May 31, 2009 compared with $421.9 million generated in the year-ago period,
representing a decrease of $55.2 million or 13.1%. Weakening demand in each of the Companys markets resulted in volume-related sales declines of $57.1 million. Unfavorable foreign currency translation on international sales
negatively impacted total net sales by an additional $13.2 million. These declines were partially offset by the realization of higher selling prices totaling approximately $15.1 million, primarily within the Companys domestic
markets.

Gross Profit



|                      |  |                         |       |   |                    |   |       |               |  |   |       |   |  |       |   
|--------------------- |  | ----------------------- | ----- | - | ------------------ | - | ----- | ------------- |  | - | ----- | - |  | ----- | --
|                      |  | Nine Months EndedMay 31 |       |   | Increase(Decrease) |   |       | PercentChange | 
|(Dollars in millions) |  | 2009                    |       |   | 2008               |   |       |              
|Net Sales             |  | $                       | 366.7 |   |                    | $ | 421.9 |               |  | $ | (55.2 | ) |  | (13.1 | )%
|Cost of Products Sold |  |                         | 173.9 |   |                    |   | 183.7 |               |  |   | (9.8  | ) |  | (5.3  | )%
|Percent of net sales  |  |                         | 47.4  | % |                    |   | 43.5  | %             |  |   |       |   |  |       |   
|Gross Profit          |  | $                       | 192.8 |   |                    | $ | 238.3 |               |  | $ | (45.5 | ) |  | (19.1 | )%
|Percent of net sales  |  |                         | 52.6  | % |                    |   | 56.5  | %             |  |   |       |   |  |       |   

Gross profit decreased $45.5 million, or 19.1% to $192.8 million in the first nine
months of fiscal year 2009 compared with $238.3 million in the year-ago period. Gross profit margin of 52.6% for the first nine months of fiscal year 2009 decreased approximately 3.9% from that of the first nine months in the prior fiscal year
as declining sales volume coupled with higher raw material costs continued to place downward pressure on gross profit and gross profit margin. Cost of products sold in the nine months ended May 31, 2008 included a $1.2 million charge related to
the establishment of a reserve for discontinued inventory. On a comparative year-to-date basis, raw material costs increased approximately $18.9 million. The impact of these higher costs was only partially offset by higher selling prices and
lower manufacturing costs of approximately $3.6 million. Fluctuation of foreign currencies relative to the U.S. dollar adversely impacted gross profit in the first nine months of fiscal year 2009 by approximately $7.4 million.



18



---

##### Table of Contents

Operating Profit



|                                                   |  |                         |       |   |                    |   |       |               |  |   |       |   |  |       |   
|-------------------------------------------------- |  | ----------------------- | ----- | - | ------------------ | - | ----- | ------------- |  | - | ----- | - |  | ----- | --
|                                                   |  | Nine Months EndedMay 31 |       |   | Increase(Decrease) |   |       | PercentChange | 
|(Dollars in millions)                              |  | 2009                    |       |   | 2008               |   |       |              
|Gross Profit                                       |  | $                       | 192.8 |   |                    | $ | 238.3 |               |  | $ | (45.5 | ) |  | (19.1 | )%
|Percent of net sales                               |  |                         | 52.6  | % |                    |   | 56.5  | %             |  |   |       |   |  |       |   
|Selling, Distribution, and Administrative Expenses |  |                         | 182.7 |   |                    |   | 214.2 |               |  |   | (31.5 | ) |  | (14.7 | )%
|Restructuring Charge                               |  |                         | 3.0   |   |                    |   | 8.5   |               |  |   | (5.5  | ) |  | (64.7 | )%
|Operating Profit                                   |  | $                       | 7.1   |   |                    | $ | 15.5  |               |  | $ | (8.5  | ) |  | (54.4 | )%
|Percent of net sales                               |  |                         | 1.9   | % |                    |   | 3.7   | %             |  |   |       |   |  |       |   

Operating profit decreased $8.5 million, or 54.4%, in the nine months ended May 31, 2009
to $7.1 million from $15.5 million reported in the same period of fiscal year 2008. Operating margins generated during this period of fiscal year 2009 were 1.9% compared with 3.7% in the prior year period. The Company reduced SD&A by
an aggregate of $31.5 million during the first nine months of fiscal year 2009. The decline in net sales resulted in reduced variable selling costs of approximately $20.5 million. Such costs include commissions paid to sales
representatives as well as customer freight. We incurred approximately $8.6 million less in expenses attributable to compensation-related costs including administrative salaries and bonuses. Also, our operating results benefited by
approximately $5.1 million from the disciplined control of certain sales support costs. Partially offsetting these cost reductions were $2.9 million in charges necessary to reflect the collection risk associated with certain accounts
receivable in the current economic environment.

Operating profit during the nine months ended May 31, 2009 was adversely affected by
charges recorded for restructuring and other special items totaling $3.0 million. The Company recorded a restructuring charge of $1.9 million in November 2008 composed of non-sales employee severance costs in response to economic conditions
affecting operating performance. Also, the Company is proceeding with its facility consolidation initiatives and recorded a restructuring charge of $1.1 million during February 2009 related to facility lease termination costs. Operating
profit during the nine months ended May 31, 2008 was adversely affected by charges recorded for restructuring and other special items totaling $10.0 million. Those charges were composed of severance related costs totaling $5.2 million, facility
lease contract termination costs of approximately $3.3 million, and inventory discontinuance costs totaling $1.5 million.

Income
before Provision for Taxes



|                                      |  |                         |     |   |                    |   |      |               |  |   |      |   |  |        |   
|------------------------------------- |  | ----------------------- | --- | - | ------------------ | - | ---- | ------------- |  | - | ---- | - |  | ------ | --
|                                      |  | Nine Months EndedMay 31 |     |   | Increase(Decrease) |   |      | PercentChange | 
|(Dollars in millions)                 |  | 2009                    |     |   | 2008               |   |      |              
|Operating Profit                      |  | $                       | 7.1 |   |                    | $ | 15.5 |               |  | $ | (8.5 | ) |  | (54.4  | )%
|Percent of net sales                  |  |                         | 1.9 | % |                    |   | 3.7  | %             |  |   |      |   |  |        |   
|Other Expense                         |  |                         |     |   |                    |   |      |               |  |   |      |   |  |        |   
|Interest expense, net                 |  |                         | 1.4 |   |                    |   | 2.4  |               |  |   | (1.0 | ) |  | (42.1  | )%
|Loss on foreign currency transactions |  |                         | 1.0 |   |                    |   |     |               |  |   | 1.0  |   |  | 49,150 | % 
|Total Other Expense                   |  |                         | 2.4 |   |                    |   | 2.3  |               |  |   |     |   |  | 1.9    | % 
|Income before Provision for Taxes     |  | $                       | 4.7 |   |                    | $ | 13.2 |               |  | $ | (8.5 | ) |  | (64.3  | )%
|Percent of net sales                  |  |                         | 1.3 | % |                    |   | 3.1  | %             |  |   |      |   |  |        |   

Other expense remained consistent with that of the prior year period and is composed primarily of
losses on transactions denominated in foreign currencies and interest expense associated with our outstanding debt obligations. The loss on foreign currency transactions was offset by a reduction in interest expense attributable to lower comparable
interest rates and net borrowings.



19



---

##### Table of Contents

Provision for Taxes and Net Income



|                                         |  |                         |      |   |                    |   |      |               |  |   |      |   |  |       |   
|---------------------------------------- |  | ----------------------- | ---- | - | ------------------ | - | ---- | ------------- |  | - | ---- | - |  | ----- | --
|                                         |  | Nine Months EndedMay 31 |      |   | Increase(Decrease) |   |      | PercentChange | 
|(Dollars in millions)                    |  | 2009                    |      |   | 2008               |   |      |              
|Income before Provision for Income Taxes |  | $                       | 4.7  |   |                    | $ | 13.2 |               |  | $ | (8.5 | ) |  | (64.3 | )%
|Percent of net sales                     |  |                         | 1.3  | % |                    |   | 3.1  | %             |  |   |      |   |  |       |   
|Provision for Income Taxes               |  |                         | 1.8  |   |                    |   | 4.9  |               |  |   | (3.1 | ) |  | (63.1 | )%
|Effective tax rate                       |  |                         | 38.0 | % |                    |   | 36.8 | %             |  |   |      |   |  |       |   
|Net Income                               |  | $                       | 2.9  |   |                    | $ | 8.4  |               |  | $ | (5.4 | ) |  | (65.1 | )%

Net income for the nine months ended May 31, 2009 decreased $5.4 million, or 65.1%, to
$2.9 million from $8.4 million reported in the same period of fiscal year 2008. The decrease in net income resulted primarily from the above noted decrease in operating profit. The effective tax rate for the nine months ended May 31,
2009 and 2008 was 38.0% and 36.8%, respectively.

Diluted earnings per share generated during the first nine months of fiscal year 2009
totaled $0.14 representing a decline of $0.25 per diluted share from the $0.39 per diluted share earned in the prior year period. Earnings in the first nine months of fiscal year 2009 were negatively impacted by $0.09 per diluted
share due as a result of year-to-date restructuring charges. Earnings in the nine months ended May 31, 2008 were negatively impacted by $0.30 per diluted share as a result of the restructuring charge in that prior year period.

Outlook and Strategy

During Zeps fiscal
year 2008, we made significant progress on our previously stated financial and operational goals and transformation initiatives, focusing on transforming the business into a dynamic, market-driven enterprise that delivers superior products and
customer service. While the Companys operating results during the first half of fiscal year 2009 were severely impacted by the global economic slowdown and volatile raw material prices, we have made important progress on the initiatives that
we believe will position the Company for long-term stockholder value creation.

In an effort to counteract the challenging market
environment, we recently undertook a number of additional initiatives to improve our cost structure. Our focus on process improvement and efforts to streamline the business allowed us the flexibility to reduce non-sales headcount by a net 10.1%
during the first nine months of the year. Also, the decentralization of our operating structure, which places more authority with our eight business leaders, allowed for the elimination of the chief operating officer position and accelerated our
cost reductions.

In addition to making fixed cost structure improvements that are permanent in nature, during the fiscal second quarter we
instituted a number of temporary cost savings initiatives to help manage through the recessionary environment. During that quarter, our Chief Executive Officer, John K. Morgan, requested and received a compensation reduction of 20%, and other top
executives agreed to a compensation reduction of up to 13%. Concurrently, we instituted a temporary suspension of the Companys match of employee contributions into its defined contribution plans. These cost reduction measures, coupled with
additional initiatives taken during the fiscal third quarter, are beginning to gain traction and positively impact operating results. While these measures are expected to help the Company navigate through the current environment, the initiatives
also better position the Company for long-term value creation. The Company expects to partially restore the employer match component of its defined contribution plan during the fourth quarter of fiscal year 2009; full reinstatement of the employer
matching contribution benefit is expected to occur during January 2010. On an annual basis, expense associated with this benefit has historically approximated $2.7 million.

Elevated raw material prices continued to impact operating results and gross margins during our third fiscal quarter. However, during the year we
continued our focus on recovering gross profit margins by renegotiating our supply agreements and re-evaluating our supplier relationships. We made significant progress with this initiative during the third quarter, and the benefit of these efforts,
which we expect will reach an annualized run rate of approximately $10.0 million to $11.0 million as we enter the first quarter of our fiscal year 2010, will continue to positively impact our operating results in future periods. These savings fall
short of returning us to historical cost levels. However, further supplier negotiations are underway.

Despite the broader economic
challenges, we remain confident in our prospects for growing long-term profitability. While we scaled back portions of our strategic transformation initiatives due to the current economic climate during the first three quarters of fiscal year 2009,
our dedicated and experienced management team is prepared to continue implementing our key strategic initiatives and manage through this economic downturn. We expect the execution of our strategic plan will favorably impact our long-term results and
foster strong financial growth  particularly in margins and returns on invested capital.

Our strategic growth plan is grounded
in three key components focused on improving our core Zep Sales & Service organization, entering into the industrial distribution market, and expanding our presence in the retail channel. The first component, improving our



20



---

##### Table of Contents

core, focuses on making our business better before bigger. Our demand shaping initiative and North American Manufacturing and Distribution Strategy
(NAMADS) are both intended to improve margins, increase cash flows and returns on invested capital, and to deliver earnings per share growth over the long term. Demand shaping concentrates on reducing the complexity of our business and,
as a result, will allow us to dedicate valuable resources to more important and profitable products and customers. While the initial goals of this initiative have been completed, ongoing demand shaping will now be done across geographies and by
examining opportunities to further consolidate raw material usage. Our NAMADS initiative is designed to consolidate existing distribution centers and to deploy regional manufacturing plants to bring service capabilities in closer proximity to our
customers, while also reducing costs and delivery times through the realignment of our current inventory stocking locations. During the
last 90 days, we consolidated five facilities and remain on target to consolidate four additional locations by the calendar year-end. Facility consolidations have historically resulted in improved order fill rates, reduced inventories and reduced
operating costs. Additionally, operations at the Northeastern Distribution Center in the Lehigh Valley area of Pennsylvania commenced during the fourth quarter of fiscal year 2009. As previously mentioned, we plan to continue growing our business in the industrial and institutional cleaning and maintenance chemicals market by
focusing on new product vitality, expanding of existing channels and investing in the traditional Zep Sales & Service organization. In Zep Sales & Service, we are focusing our recruiting efforts on bringing unencumbered,
experienced, and successful sales associates to the Zep Sales and Service organization. These experienced sales representatives are poised to make an immediate impact on Zeps top-line, and management expects this new recruitment model will
carry a substantially shorter payback period than previous models. We are also taking action to expand our market access into new channels, with a particular emphasis on customers seeking to be served by distributors. As part of our growth strategy,
we have continued our efforts to expand into the $6 billion U.S. industrial distribution channel. To date, we have aligned ourselves with six national distribution partners as well as several regional and local partners. We have leveraged the
strength and equity of Zep by developing a new product line, Zep Professional, and began filling initial orders for this product during the first half of fiscal year 2009. While the current environment makes it difficult for distributors to add
inventory, we remain confident of and committed to growing sales into this strategic channel. Through this strategy, we anticipate the distribution capabilities and diverse end markets of our partners will allow us to reach previously untapped
markets. We look forward to expanding growth opportunities for the Zep Commercial brand into retail channels. We will continue to invest in environmentally friendly solutions as we see additional opportunities to further expand our product
offerings. Lastly, we look forward to the benefits we anticipate as a result of having decentralized our operations in order to allow greater flexibility, focus and accountability over the execution of these transformational strategies. While we anticipate that the execution of these strategic initiatives will positively impact our business over the long term, some initiatives have
the potential to adversely impact our quarterly operating results in the near term, both on the top line and from a profitability perspective. Additionally, as demonstrated by our results during the first three quarters of fiscal year 2009, the
severe economic slowdown has exacerbated these inconsistencies. Regarding the full year, our revenues could be 10-15% lower than the prior year given the current economy and the effect our strategic initiatives are having on our business. Over the
long term, however, we believe that our margins will improve as we eliminate unprofitable business, continue to right-size the organization, and restore revenue growth. Long-Term Financial Objectives We remain focused on creating a stronger, more effective organization
capable of increasing shareholder value. To this end, at the time of the spin-off, we established the following long-term financial objectives:  

Revenue growth in excess of market growth rates on an annualized basis, which in the United States has in the past approximated Gross Domestic Product. We plan on
realizing these results without any benefits gained through significant acquisitions;  

Annualized EBIT margin improvement of 50 basis points per year;  

Annualized earnings per share increases of 11  13% per year; and  

Returns on invested capital of greater than 15%. While these long-term financial objectives are expressed in terms of annualized improvement, we are in the midst of implementing our multi-pronged strategic plan. The progress towards achieving these objectives may be
delayed by a deep and prolonged economic recession. We plan to execute our long-term strategies and to position the Company for future profitable growth. Initially, we anticipate and have thus far seen inconsistent quarterly results as we undertake
various restructuring initiatives. The Company is continuing to implement its restructuring initiatives, and we anticipate that we will incur additional expenses as we reduce the complexity currently associated with our product and customer
portfolio, realign our manufacturing and distribution operations to better serve our customers, exit certain leased properties and take further actions necessary to streamline and decentralize the business. In addition to the $7.0 million in
annualized fixed cost reductions announced in our first half, we believe we have identified an additional $3.0 million in annualized fixed cost reductions and expect to begin realizing the full benefit of these savings in our fourth quarter of
fiscal year 2009.




21



---

##### Table of Contents

Challenges exist that must be addressed and managed in order to accomplish our key strategic initiatives,
including the continued volatility of commodity costs that have prompted us to raise prices and seek to renegotiate our supply agreements. Such pricing actions have historically had a negative impact on unit volumes. We will continue to monitor
economic variables such as costs for energy and raw materials, potential economic repercussions that could result from instability caused by worldwide political events, and the potential for changes in competition, including pricing. The
strengthening of the U.S. dollar relative to the functional currencies utilized by our foreign subsidiaries has adversely impacted our consolidated fiscal third quarter 2009 operating results, and we cannot be sure of how our future operating
results will be affected by continued volatility in the currency markets. Other economic factors could negatively influence our performance in certain end-markets such as transportation and industrial manufacturing. Due to the seasonal nature of a
portion of our business and the distribution of available selling days throughout our fiscal calendar, historical sales in our first and second fiscal quarters have generally lagged behind those generated in our third and fourth fiscal quarters. We
expect for these factors to continue influencing our business during the remainder of fiscal year 2009, and for some volume weakness to occur as the Company manages through a difficult economy. It is likely that our operating results for fiscal year
2009 will be below those achieved in fiscal year 2008. Management believes that, based on its current forecast for fiscal year 2009, adequate liquidity exists to operate the business within the restrictive debt covenants stipulated by the
Revolving Credit Facility. While these challenges may dampen short-term results our strategic initiatives are designed to position the Company for future revenue and earnings growth.

Critical Accounting Policies

Managements Discussion and Analysis of Financial Condition and
Results of Operationsaddresses the financial condition and results of operations as reflected in our Consolidated and Combined Financial Statements, which have been prepared in accordance with U.S. generally accepted accounting
principles. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates and judgments, including those related to:
inventory valuation; share-based compensation expense, depreciation, amortization and the recoverability of long-lived assets, including intangible assets; medical, product warranty, and other reserves; litigation; and environmental matters.
Management bases its estimates and judgments on its substantial historical experience and other relevant factors, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results could differ from those estimates. Management discusses the development of accounting estimates with Zeps Audit Committee. For a detailed discussion of significant accounting policies that may
involve a high degree of judgment, please refer to our Form 10-K.

Cautionary Statement Regarding Forward-Looking Information

This filing contains, and other written or oral statements made by or on behalf of Zep may include, forward-looking statements, within the meaning of the
Private Securities Litigation Reform Act of 1995. In addition, we, or the executive officers on our behalf, may from time to time make forward-looking statements in reports and other documents we file with the SEC or in connection with oral
statements made to the press, potential investors or others. Specifically, forward-looking statements may include, but are not limited to:



| |  |  | statements relating to our future economic performance, business prospects, revenue, income, and financial condition;
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | statements relating to the tax-free nature of the distribution of Zep common stock to stockholders of Acuity Brands in the spin-off; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | statements preceded by, followed by, or that include the words expects, believes, intends, anticipates, and similar
terms that relate to future events, performance, or results of the Company.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Forward-looking statements are subject to
certain risks and uncertainties that could cause actual results, expectations, or outcomes to differ materially from our historical experience and the historical experience of Acuity Brands as well as managements present expectations or
projections. These risks and uncertainties include, but are not limited to:



| |  |  | customer and supplier relationships and prices;
| | - |  | -----------------------------------------------



| |  |  | underlying assumptions or expectations related to the spin-off transaction proving to be inaccurate or unrealized;
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | competition;
| | - |  | ------------



| |  |  | ability to realize anticipated benefits from strategic planning initiatives and timing of benefits;
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | market demand; and
| | - |  | ------------------



| |  |  | litigation and other contingent liabilities, such as environmental matters.
| | - |  | ---------------------------------------------------------------------------



22



---

##### Table of Contents

A variety of other risks
and uncertainties could cause our actual results to differ materially from the anticipated results or other expectations expressed in our forward-looking statements. These risks are discussed in Part I, Item 1a. Risk Factors of our
Form 10-K, and are specifically incorporated herein by reference. Management believes these forward-looking statements are
reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and management undertakes no obligation
to update publicly any of them in light of new information or future events.  Item 3.
Quantitative and Qualitative Disclosures about Market Risk Zep is exposed to market risks that may impact the Consolidated and Combined Balance Sheets, Consolidated and Combined Statements of Income, and Consolidated and Combined Statements of Cash Flows
due primarily to fluctuation in both interest rates and foreign exchange rates. There have been no material changes to our exposure from market risks from those disclosed in Part II, Item 7a to our Form 10-K.  Item 4.
Controls and Procedures Disclosure
controls and procedures are controls and other procedures that are designed to reasonably ensure that information required to be disclosed in the reports filed or submitted by the Company under the Securities Exchange Act of 1934, as amended (the
Exchange Act) is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to reasonably
ensure that information required to be disclosed by the Company in the reports filed under the Exchange Act is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to
allow timely decisions regarding required disclosure. As required by SEC rules, the Company has evaluated the effectiveness of the design
and operation of its disclosure controls and procedures as of May 31, 2009. This evaluation was carried out under the supervision and with the participation of management, including the principal executive officer and principal financial
officer. Based on this evaluation, these officers have concluded that the design and operation of our disclosure controls and procedures were effective at a reasonable assurance level as of May 31, 2009. However, because all disclosure
procedures must rely to a significant degree on actions or decisions made by employees throughout the organization, such as reporting of material events, the Company and its reporting officers believe that they cannot provide absolute assurance that
all control issues and instances of fraud or errors and omissions, if any, within the Company will be detected. Limitations within any control system, including the Companys control system, include faulty judgments in decision-making or simple
errors or mistakes. In addition, controls can be circumvented by an individual, by collusion between two or more people, or by management override of the control. Because of these limitations, misstatements due to error or fraud may occur and may
not be detected. PART II. OTHER INFORMATION  Item 1.
Legal Proceedings We are subject to
various legal claims arising in the normal course of business. We are self-insured up to specified limits for certain types of claims, including product liability, and employment practices, and are fully self-insured for certain other types of
claims, including environmental, product recall, some employee-related matters, and patent infringement as part of the distribution agreement with Acuity Brands. Based upon information currently available, it is the opinion of management that the
ultimate resolution of pending and threatened legal proceedings will not have a material adverse effect on our results of operations, financial position, or cash flows. However, in the event of unexpected future developments, it is possible that the
ultimate resolution of such matters, if unfavorable, could have a material adverse effect on our results of operations, financial position, or cash flows in future periods. We establish reserves for legal claims when the costs associated with the
claims become probable and can be reasonably estimated. The actual costs of resolving legal claims may be substantially higher or lower than the amounts reserved for such claims. However, we cannot make a meaningful estimate of actual costs to be
incurred that could possibly be higher or lower than the amounts reserved. See Item 3. Legal Proceedings in the Form 10-K.  Item 1a.
Risk Factors There have been no
material changes in the Companys risk factors from those disclosed in Part I, Item 1a. Risk Factors of our Form 10-K.




23



---

##### Table of Contents

|Item 6. | Exhibits
|------- | --------

Exhibits are listed on the
Index to Exhibits (page 26).



24



---

##### Table of Contents

SIGNATURES

Pursuant to the requirements 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.



|                   |  |  |  |                                                                      
|------------------ |  |  |  | ---------------------------------------------------------------------
|                   |  |  |  | REGISTRANT Zep Inc.                                                  
|                   |  | 
|DATE: July 2, 2009 |  |  |  | /s/ John K. Morgan                                                   
|                   |  |  |  | JOHN K. MORGAN CHAIRMAN, PRESIDENT, AND CHIEF EXECUTIVE OFFICER      
|                   |  | 
|DATE: July 2, 2009 |  |  |  | /s/ Mark R. Bachmann                                                 
|                   |  |  |  | MARK R. BACHMANN EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER



25



---

##### Table of Contents

INDEX TO EXHIBITS



|           |  |     |  |                                                                                                                                                                       |  |                                                                                                                                                       
|---------- |  | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT 3. |  | (a) |  | Restated Certificate of Incorporation of Zep Inc.                                                                                                                     |  | Reference is made to Exhibit 3.1 of registrants Form 8-K as filed with the Commission on October 26, 2007, which is incorporated herein by reference.
|           |  |     | 
|           |  | (b) |  | Amended and Restated By-Laws of Zep Inc.                                                                                                                              |  | Reference is made to Exhibit 3.1 of registrants Form 8-K as filed with the Commission on October 6, 2008, which is incorporated herein by reference. 
|           |  |     | 
|EXHIBIT 31 |  | (a) |  | Certification of the Chief Executive Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                |  | Filed with the Commission as part of thisForm 10-Q.                                                                                                   
|           |  |     | 
|           |  | (b) |  | Certification of the Chief Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                |  | Filed with the Commission as part of thisForm 10-Q.                                                                                                   
|           |  |     | 
|EXHIBIT 32 |  | (a) |  | Certification of the Chief Executive Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |  | Filed with the Commission as part of thisForm 10-Q.                                                                                                   
|           |  |     | 
|           |  | (b) |  | Certification of the Chief Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |  | Filed with the Commission as part of thisForm 10-Q.                                                                                                   



26