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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 February 28, 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 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  21,553,057
shares as of April 6, 2009.









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Zep Inc.

INDEX



|                              |  |                                                                                                                                     |  |         
|----------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------- |  | --------
|                              |  |                                                                                                                                     |  | Page No.
|PART I. FINANCIAL INFORMATION |  | 3                                                                                                                                  
|                              |  |                                                                                                                                    
|ITEM 1.                       |  | CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS                                                                                      |  | 3       
|                              |  |                                                                                                                                    
|                              |  | CONSOLIDATED AND COMBINED BALANCE SHEETS  FEBRUARY 28, 2009 (Unaudited) AND AUGUST 31, 2008                                        |  | 3       
|                              |  |                                                                                                                                    
|                              |  | CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS (Unaudited)  THREE AND SIX MONTHS ENDED FEBRUARY 28, 2009 AND FEBRUARY
29, 2008 |  | 4       
|                              |  |                                                                                                                                    
|                              |  | CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS (Unaudited)  THREE AND SIX MONTHS ENDED FEBRUARY 28, 2009 AND FEBRUARY
29, 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 4.                       |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                                                 |  | 24      
|                              |  |                                                                                                                                    
|ITEM 6.                       |  | EXHIBITS                                                                                                                            |  | 24      
|                              | 
|SIGNATURES                    |  | 25                                                                                                                                 



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PART I. FINANCIAL INFORMATION



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

Zep Inc.

CONSOLIDATED AND COMBINED BALANCE SHEETS

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



|                                                                                                                                                                               |  |                   |         |                 |   |        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------- | ------- | --------------- | - | -------
|                                                                                                                                                                               |  | FEBRUARY 28, 2009 |         | AUGUST 31, 2008
|                                                                                                                                                                               |  | (unaudited)       |         |                
|ASSETS                                                                                                                                                                         |  |                   |         |                 |   |        
|Current Assets:                                                                                                                                                                |  |                   |         |                 |   |        
|Cash and cash equivalents                                                                                                                                                      |  | $                 | 9,317   |                 | $ | 14,528 
|Accounts receivable, less reserve for doubtful accounts of $5,113 at February 28, 2009 and $3,329 at
August 31, 2008                                                           |  |                   | 79,621  |                 |   | 99,101 
|Inventories                                                                                                                                                                    |  |                   | 47,785  |                 |   | 50,782 
|Prepayments and other current assets                                                                                                                                           |  |                   | 12,962  |                 |   | 7,300  
|Deferred income taxes                                                                                                                                                          |  |                   | 6,916   |                 |   | 6,614  
|                                                                                                                                                                               |  |                   |         |                 |   |        
|Total Current Assets                                                                                                                                                           |  |                   | 156,601 |                 |   | 178,325
|                                                                                                                                                                               |  |                   |         |                 |   |        
|Property, Plant, and Equipment, at cost:                                                                                                                                       |  |                   |         |                 |   |        
|Land                                                                                                                                                                           |  |                   | 3,258   |                 |   | 3,295  
|Buildings and leasehold improvements                                                                                                                                           |  |                   | 54,564  |                 |   | 53,952 
|Machinery and equipment                                                                                                                                                        |  |                   | 83,687  |                 |   | 82,692 
|                                                                                                                                                                               |  |                   |         |                 |   |        
|Total Property, Plant, and Equipment                                                                                                                                           |  |                   | 141,509 |                 |   | 139,939
|Less accumulated depreciation and amortization                                                                                                                                 |  |                   | 86,829  |                 |   | 85,327 
|                                                                                                                                                                               |  |                   |         |                 |   |        
|Property, Plant, and Equipment, net                                                                                                                                            |  |                   | 54,680  |                 |   | 54,612 
|                                                                                                                                                                               |  |                   |         |                 |   |        
|Other Assets:                                                                                                                                                                  |  |                   |         |                 |   |        
|Goodwill and intangible assets                                                                                                                                                 |  |                   | 31,147  |                 |   | 32,124 
|Deferred income taxes                                                                                                                                                          |  |                   | 7,105   |                 |   | 7,387  
|Other long-term assets                                                                                                                                                         |  |                   | 1,603   |                 |   | 1,623  
|                                                                                                                                                                               |  |                   |         |                 |   |        
|Total Other Assets                                                                                                                                                             |  |                   | 39,855  |                 |   | 41,134 
|                                                                                                                                                                               |  |                   |         |                 |   |        
|Total Assets                                                                                                                                                                   |  | $                 | 251,136 |                 | $ | 274,071
|                                                                                                                                                                               |  |                   |         |                 |   |        
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                           |  |                   |         |                 |   |        
|Current Liabilities:                                                                                                                                                           |  |                   |         |                 |   |        
|Current maturities of long-term debt                                                                                                                                           |  | $                 | 8,200   |                 | $ | 12,000 
|Accounts payable                                                                                                                                                               |  |                   | 34,216  |                 |   | 46,120 
|Accrued compensation                                                                                                                                                           |  |                   | 14,756  |                 |   | 21,376 
|Other accrued liabilities                                                                                                                                                      |  |                   | 20,105  |                 |   | 27,223 
|                                                                                                                                                                               |  |                   |         |                 |   |        
|Total Current Liabilities                                                                                                                                                      |  |                   | 77,277  |                 |   | 106,719
|Long-term debt, less current maturities                                                                                                                                        |  |                   | 62,150  |                 |   | 47,150 
|                                                                                                                                                                               |  |                   |         |                 |   |        
|Deferred income taxes                                                                                                                                                          |  |                   | 354     |                 |   | 410    
|                                                                                                                                                                               |  |                   |         |                 |   |        
|Self-insurance reserves, less current portion                                                                                                                                  |  |                   | 8,039   |                 |   | 7,748  
|                                                                                                                                                                               |  |                   |         |                 |   |        
|Other long-term liabilities                                                                                                                                                    |  |                   | 13,399  |                 |   | 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; 21,116,031 issued and outstanding at February 28, 2009, and 20,957,916
issued and outstanding at August 31, 2008 |  |                   | 211     |                 |   | 210    
|Paid-in capital                                                                                                                                                                |  |                   | 76,973  |                 |   | 75,025 
|Retained earnings                                                                                                                                                              |  |                   | 5,045   |                 |   | 9,264  
|Accumulated other comprehensive income items                                                                                                                                   |  |                   | 7,688   |                 |   | 15,218 
|                                                                                                                                                                               |  |                   |         |                 |   |        
|Total Stockholders Equity                                                                                                                                                     |  |                   | 89,917  |                 |   | 99,717 
|                                                                                                                                                                               |  |                   |         |                 |   |        
|Total Liabilities and Stockholders Equity                                                                                                                                     |  | $                 | 251,136 |                 | $ | 274,071
|                                                                                                                                                                               |  |                   |         |                 |   |        

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



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Zep Inc.

CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS (Unaudited)

(In thousands,
except per-share data)



|                                                      |  |                                      |         |                                    |      |   |         |  |   |         |   |  |   |        
|----------------------------------------------------- |  | ------------------------------------ | ------- | ---------------------------------- | ---- | - | ------- |  | - | ------- | - |  | - | -------
|                                                      |  | THREE MONTHS ENDEDFEBRUARY 28 and 29 |         | SIX MONTHS ENDEDFEBRUARY 28 and 29
|                                                      |  | 2009                                 |         |                                    | 2008 |   | 2009    |  |   | 2008   
|Net Sales                                             |  | $                                    | 114,608 |                                    |      | $ | 133,163 |  | $ | 243,769 |   |  | $ | 276,739
|Cost of Products Sold                                 |  |                                      | 55,876  |                                    |      |   | 58,781  |  |   | 117,236 |   |  |   | 118,924
|                                                      |  |                                      |         |                                    |      |   |         |  |   |         |   |  |   |        
|Gross Profit                                          |  |                                      | 58,732  |                                    |      |   | 74,382  |  |   | 126,533 |   |  |   | 157,815
|Selling, Distribution, and Administrative Expenses    |  |                                      | 58,587  |                                    |      |   | 69,775  |  |   | 125,255 |   |  |   | 142,446
|Restructuring Charge                                  |  |                                      | 1,114   |                                    |      |   | 753     |  |   | 3,009   |   |  |   | 753    
|                                                      |  |                                      |         |                                    |      |   |         |  |   |         |   |  |   |        
|Operating (Loss) Profit                               |  |                                      | (969    | )                                  |      |   | 3,854   |  |   | (1,731  | ) |  |   | 14,616 
|Other Expense:                                        |  |                                      |         |                                    |      |   |         |  |   |         |   |  |   |        
|Interest expense, net                                 |  |                                      | 444     |                                    |      |   | 820     |  |   | 1,002   |   |  |   | 1,880  
|Miscellaneous expense, net                            |  |                                      | 98      |                                    |      |   | 84      |  |   | 1,231   |   |  |   | 3      
|                                                      |  |                                      |         |                                    |      |   |         |  |   |         |   |  |   |        
|Total Other Expense                                   |  |                                      | 542     |                                    |      |   | 904     |  |   | 2,233   |   |  |   | 1,883  
|                                                      |  |                                      |         |                                    |      |   |         |  |   |         |   |  |   |        
|(Loss) Income before Provision for Income Taxes       |  |                                      | (1,511  | )                                  |      |   | 2,950   |  |   | (3,964  | ) |  |   | 12,733 
|(Benefit) Provision for Income Taxes                  |  |                                      | (569    | )                                  |      |   | 1,043   |  |   | (1,477  | ) |  |   | 4,546  
|                                                      |  |                                      |         |                                    |      |   |         |  |   |         |   |  |   |        
|Net (Loss) Income                                     |  | $                                    | (942    | )                                  |      | $ | 1,907   |  | $ | (2,487  | ) |  | $ | 8,187  
|                                                      |  |                                      |         |                                    |      |   |         |  |   |         |   |  |   |        
|Earnings Per Share:                                   |  |                                      |         |                                    |      |   |         |  |   |         |   |  |   |        
|Basic (Loss) Earnings per Share                       |  | $                                    | (0.04   | )                                  |      | $ | 0.09    |  | $ | (0.12   | ) |  | $ | 0.39   
|                                                      |  |                                      |         |                                    |      |   |         |  |   |         |   |  |   |        
|Basic Weighted Average Number of Shares Outstanding   |  |                                      | 21,094  |                                    |      |   | 20,845  |  |   | 21,034  |   |  |   | 20,831 
|                                                      |  |                                      |         |                                    |      |   |         |  |   |         |   |  |   |        
|Diluted (Loss) Earnings per Share                     |  | $                                    | (0.04   | )                                  |      | $ | 0.09    |  | $ | (0.12   | ) |  | $ | 0.39   
|                                                      |  |                                      |         |                                    |      |   |         |  |   |         |   |  |   |        
|Diluted Weighted Average Number of Shares Outstanding |  |                                      | 21,094  |                                    |      |   | 21,270  |  |   | 21,034  |   |  |   | 21,112 
|                                                      |  |                                      |         |                                    |      |   |         |  |   |         |   |  |   |        
|Dividends Declared per Share                          |  | $                                    | 0.04    |                                    |      | $ | 0.04    |  | $ | 0.08    |   |  | $ | 0.04   
|                                                      |  |                                      |         |                                    |      |   |         |  |   |         |   |  |   |        

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



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Zep Inc.

CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)



|                                                                                             |  |                                    |         |   |      |   |         |  
|-------------------------------------------------------------------------------------------- |  | ---------------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                             |  | SIX MONTHS ENDEDFEBRUARY 28 and 29 |        
|                                                                                             |  | 2009                               |         |   | 2008 |  
|Cash Provided by (Used for) Operating Activities:                                            |  |                                    |         |   |      |   |         |  
|Net (loss) income                                                                            |  | $                                  | (2,487  | ) |      | $ | 8,187   |  
|Adjustments to reconcile net income to net cash provided by (used for) operating activities: |  |                                    |         |   |      |   |         |  
|Depreciation and amortization                                                                |  |                                    | 3,381   |   |      |   | 3,300   |  
|Deferred income taxes                                                                        |  |                                    | (76     | ) |      |   | (1,043  | )
|Excess tax benefits from share-based payments                                                |  |                                    | (960    | ) |      |   | (519    | )
|Other non-cash charges                                                                       |  |                                    | 724     |   |      |   | 538     |  
|Change in assets and liabilities:                                                            |  |                                    |         |   |      |   |         |  
|Accounts receivable                                                                          |  |                                    | 15,083  |   |      |   | 8,740   |  
|Inventories                                                                                  |  |                                    | 1,165   |   |      |   | (2,659  | )
|Prepayments and other current assets                                                         |  |                                    | (5,892  | ) |      |   | (8,309  | )
|Accounts payable                                                                             |  |                                    | (10,684 | ) |      |   | (3,502  | )
|Accrued compensation and other current liabilities                                           |  |                                    | (12,358 | ) |      |   | (7,478  | )
|Self-insurance and other long-term liabilities                                               |  |                                    | 1,363   |   |      |   | 1,637   |  
|Other assets                                                                                 |  |                                    | 667     |   |      |   | (1,039  | )
|                                                                                             |  |                                    |         |   |      |   |         |  
|Net Cash Used for Operating Activities                                                       |  |                                    | (10,074 | ) |      |   | (2,147  | )
|                                                                                             |  |                                    |         |   |      |   |         |  
|Cash Provided by (Used for) Investing Activities:                                            |  |                                    |         |   |      |   |         |  
|Purchases of property, plant, and equipment                                                  |  |                                    | (4,175  | ) |      |   | (3,113  | )
|Other investing activities                                                                   |  |                                    | 114     |   |      |   | 123     |  
|                                                                                             |  |                                    |         |   |      |   |         |  
|Net Cash Used for Investing Activities                                                       |  |                                    | (4,061  | ) |      |   | (2,990  | )
|                                                                                             |  |                                    |         |   |      |   |         |  
|Cash Provided by (Used for) Financing Activities:                                            |  |                                    |         |   |      |   |         |  
|Proceeds from revolving credit facility                                                      |  |                                    | 37,700  |   |      |   | 77,100  |  
|Repayments of borrowings from revolving credit facility                                      |  |                                    | (26,500 | ) |      |   | (15,531 | )
|Payment to Acuity Brands, Inc. upon separation                                               |  |                                    |        |   |      |   | (62,500 | )
|Employee stock purchase plan issuances                                                       |  |                                    | 272     |   |      |   | 57      |  
|Excess tax benefit from share-based payments                                                 |  |                                    | 960     |   |      |   | 519     |  
|Dividend payments                                                                            |  |                                    | (1,732  | ) |      |   | (838    | )
|Repayments of other long-term debt                                                           |  |                                    |        |   |      |   | (326    | )
|Net activity with Acuity Brands, Inc. prior to separation                                    |  |                                    |        |   |      |   | 5,683   |  
|                                                                                             |  |                                    |         |   |      |   |         |  
|Net Cash Provided by Financing Activities                                                    |  |                                    | 10,700  |   |      |   | 4,164   |  
|                                                                                             |  |                                    |         |   |      |   |         |  
|Effect of Exchange Rate Changes on Cash                                                      |  |                                    | (1,776  | ) |      |   | 890     |  
|                                                                                             |  |                                    |         |   |      |   |         |  
|Net Change in Cash and Cash Equivalents                                                      |  |                                    | (5,211  | ) |      |   | (83     | )
|Cash and Cash Equivalents at Beginning of Period                                             |  |                                    | 14,528  |   |      |   | 9,142   |  
|                                                                                             |  |                                    |         |   |      |   |         |  
|Cash and Cash Equivalents at End of Period                                                   |  | $                                  | 9,317   |   |      | $ | 9,059   |  
|                                                                                             |  |                                    |         |   |      |   |         |  

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



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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 February 28, 2009, Zep serves approximately 270,000 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 six months ended February 28, 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.

Reclassifications

Certain prior-period amounts have been reclassified within our Consolidated and Combined Statements of Cash Flowsto conform to current year
presentation. The impact of changes in foreign currency exchange rates, which was significant in fiscal year 2008, has been allocated among the working capital accounts composing the operating section of our Consolidated and Combined
Statements of Cash Flows, whereas these amounts were previously reported within the Other assetsline item of those statements. These reclassifications did not affect total operating cash flows.



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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:



|                           |  |                   |        |   |                 |   |        |  
|-------------------------- |  | ----------------- | ------ | - | --------------- | - | ------ | -
|                           |  | February 28, 2009 |        |   | August 31, 2008 |  
|Raw materials and supplies |  | $                 | 15,038 |   |                 | $ | 16,351 |  
|Work in process            |  |                   | 466    |   |                 |   | 401    |  
|Finished goods             |  |                   | 34,397 |   |                 |   | 36,328 |  
|                           |  |                   |        |   |                 |   |        |  
|                           |  |                   | 49,901 |   |                 |   | 53,080 |  
|Less: Reserves             |  |                   | (2,116 | ) |                 |   | (2,298 | )
|                           |  |                   |        |   |                 |   |        |  
|                           |  | $                 | 47,785 |   |                 | $ | 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.



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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 February 28, 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 half 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 February 28, 2009, borrowings under the Revolving Credit Facility totaled $63.2 million. Of that total outstanding amount, $8.2 million has been classified as Short-term debt on our Consolidated and Combined Balance
Sheets reflecting our current intention to settle that amount during the twelve months following February 28, 2009. The Company has the ability to refinance all amounts borrowed under its Revolving Credit Facility until 2012. Therefore,
amounts classified as Short-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 $55.0 million has been reported within Long-Term Debt. The base interest rate associated with borrowings made under the Revolving Credit Facility approximated 1.8% during the first half of fiscal year 2009. As of
February 28, 2009 we had additional borrowing capacity under the Revolving Credit Facility of $33.9 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 and are discussed below.

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.



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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 had 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 have submitted
a corrective action plan 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 responded to the request and is in discussions with the EPA to resolve this matter.

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 $1.0 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.



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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 February 28, 2009, the Company estimates 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       |  |                | (2,178 | ) |                   |   | (393  | )
|                                                       |  |                |        |   |                   |   |       |  
|Balance as of February 28, 2009                        |  | $              | 3,798  |   |                   | $ | 3,851 |  
|                                                       |  |                |        |   |                   |   |       |  



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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 (loss) earnings per common share for the three and six months ended
February 28, 2009 and February 29, 2008:



|                                                              |  |                                      |        |                                    |      |   |        |  |   |        |   |  |   |       
|------------------------------------------------------------- |  | ------------------------------------ | ------ | ---------------------------------- | ---- | - | ------ |  | - | ------ | - |  | - | ------
|                                                              |  | Three Months EndedFebruary 28 and 29 |        | Six Months EndedFebruary 28 and 29
|                                                              |  | 2009                                 |        |                                    | 2008 |   | 2009   |  |   | 2008  
|Basic (loss) earnings per share:                              |  |                                      |        |                                    |      |   |        |  |   |        |   |  |   |       
|Net (loss) income                                             |  | $                                    | (942   | )                                  |      | $ | 1,907  |  | $ | (2,487 | ) |  | $ | 8,187 
|Basic weighted average shares outstanding                     |  |                                      | 21,094 |                                    |      |   | 20,845 |  |   | 21,034 |   |  |   | 20,831
|                                                              |  |                                      |        |                                    |      |   |        |  |   |        |   |  |   |       
|Basic (loss) earnings per share                               |  | $                                    | (0.04  | )                                  |      | $ | 0.09   |  | $ | (0.12  | ) |  | $ | 0.39  
|                                                              |  |                                      |        |                                    |      |   |        |  |   |        |   |  |   |       
|Diluted (loss) earnings per share:                            |  |                                      |        |                                    |      |   |        |  |   |        |   |  |   |       
|Net (loss) income                                             |  | $                                    | (942   | )                                  |      | $ | 1,907  |  | $ | (2,487 | ) |  | $ | 8,187 
|Basic weighted average shares outstanding                     |  |                                      | 21,094 |                                    |      |   | 20,845 |  |   | 21,034 |   |  |   | 20,831
|Common stock equivalents (stock options and restricted stock) |  |                                      |       |                                    |      |   | 425    |  |   |       |   |  |   | 281   
|                                                              |  |                                      |        |                                    |      |   |        |  |   |        |   |  |   |       
|Diluted weighted average shares outstanding                   |  |                                      | 21,094 |                                    |      |   | 21,270 |  |   | 21,034 |   |  |   | 21,112
|                                                              |  |                                      |        |                                    |      |   |        |  |   |        |   |  |   |       
|Diluted (loss) earnings per share                             |  | $                                    | (0.04  | )                                  |      | $ | 0.09   |  | $ | (0.12  | ) |  | $ | 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 as well as within our Consolidated and
Combined Statements of Stockholders Equity and Comprehensive Income are not affected by domestic income taxes. The components of our comprehensive income are as follows:



|                                                                                                                                     |  |                                      |        |                                    |      |   |       |  |   |         |   |  |   |       
|------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------ | ------ | ---------------------------------- | ---- | - | ----- |  | - | ------- | - |  | - | ------
|                                                                                                                                     |  | Three Months EndedFebruary 28 and 29 |        | Six Months EndedFebruary 28 and 29
|                                                                                                                                     |  | 2009                                 |        |                                    | 2008 |   | 2009  |  |   | 2008   
|Net (loss) income                                                                                                                    |  | $                                    | (942   | )                                  |      | $ | 1,907 |  | $ | (2,487  | ) |  | $ | 8,187 
|Foreign currency translation adjustments (net of tax of $0 in all periods)                                                           |  |                                      | (579   | )                                  |      |   | 1,331 |  |   | (7,200  | ) |  |   | 4,551 
|Change in unrealized loss on hedges (net of tax of $58 and $192 for the three and six months ended February 28, 2009, respectively ) |  |                                      | (98    | )                                  |      |   |      |  |   | (330    | ) |  |   |      
|                                                                                                                                     |  |                                      |        |                                    |      |   |       |  |   |         |   |  |   |       
|Comprehensive (loss) income                                                                                                          |  | $                                    | (1,619 | )                                  |      | $ | 3,238 |  | $ | (10,017 | ) |  | $ | 12,738
|                                                                                                                                     |  |                                      |        |                                    |      |   |       |  |   |         |   |  |   |       

Foreign currency translation adjustments for the three months and six months ended
February 28, 2009 resulted primarily from the strengthening of the U.S. Dollar against the Canadian Dollar and the Euro.



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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 February 28, 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.



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|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 six months ended February 28, 2009 and February 29, 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 February 28, 2009, we had additional borrowing capacity under our Revolving Credit Facility of
$33.9 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.



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##### Table of Contents

Cash Flow

We use available cash and cash flow provided by operating activities primarily to fund operations and capital expenditures. The Companys operating activities consumed a net $10.1 million during the first six
months of fiscal year 2009 compared with $2.1 million used in the prior year period. Net cash used for operating activities increased $7.9 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 $10.6 million to $93.2 million at February 28, 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 February, 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 $4.2 million and $3.1 million in the first six 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 to $10.0 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 February 28, 2009. The Maximum Leverage Ratio for the quarter ended February 28, 2009 was
3.03x, without the benefit of restructuring-related adjustments allowed by our Revolving Credit Facility. If those adjustments were fully utilized, the Maximum Leverage Ratio during that period would have totaled 2.33x.

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 February 28, 2009, borrowings
under the Revolving Credit Facility totaled $63.2 million. Of that total outstanding amount, $8.2 million has been classified as Short-term debt on our Consolidated and Combined Balance Sheets reflecting our current intention to settle
that amount during the twelve months following February 28, 2009. The Company has the ability to refinance all amounts borrowed under its Revolving Credit Facility until 2012. Therefore, amounts classified as Short-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 $55.0 million has been reported
within Long-Term Debt. The base interest rate associated with borrowings made under the Revolving Credit Facility approximated 1.8% during the first half of fiscal year 2009. As of February 28, 2009 we had additional borrowing capacity
under the Revolving Credit Facility of $33.9 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 and are discussed below.

Dividends

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



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activities directly affects our ability to make dividend 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.



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##### Table of Contents

Results of Operations

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

The following tables set
forth information comparing the components of net income for the three months ended February 28, 2009 with the three months ended February 29, 2008. Both dollar and percentage changes included within the tables below were
calculated from the Companys Consolidated and Combined Statements of Operations:



|                                          |  |                                      |       |    |               |   |       |   |  |        |   
|----------------------------------------- |  | ------------------------------------ | ----- | -- | ------------- | - | ----- | - |  | ------ | --
|                                          |  | Three Months EndedFebruary 28 and 29 |       |    | PercentChange |  
|(Dollars in millions)                     |  | 2009                                 |       |    | 2008          |   |      
|Net Sales                                 |  | $                                    | 114.6 |    |               | $ | 133.2 |   |  | (13.9  | )%
|Gross Profit                              |  |                                      | 58.7  |    |               |   | 74.4  |   |  | (21.0  | )%
|Percent of net sales                      |  |                                      | 51.2  | %  |               |   | 55.9  | % |  |        |   
|Operating (Loss) Profit                   |  |                                      | (1.0  | )  |               |   | 3.9   |   |  | (125.1 | )%
|Percent of net sales                      |  |                                      | (0.8  | )% |               |   | 2.9   | % |  |        |   
|(Loss ) Income before Provision for Taxes |  |                                      | (1.5  | )  |               |   | 3.0   |   |  | (151.2 | )%
|Percent of net sales                      |  |                                      | (1.3  | )% |               |   | 2.2   | % |  |        |   
|Net (Loss) Income                         |  | $                                    | (0.9  | )  |               | $ | 1.9   |   |  | (149.4 | )%

Net Sales

Net sales were $114.6 million in the second quarter of fiscal year 2009 compared with $133.2 million in the year-ago period, representing a
decrease of $18.6 million or 13.9%. Weakening demand in most of the Companys markets resulted in volume-related sales declines of $19.3 million. Unfavorable foreign currency translation on international sales negatively impacted
total net sales by an additional $4.3 million. These declines were partially offset by the realization of higher selling prices totaling approximately $5.0 million, primarily within the Companys domestic markets.

Gross Profit



|                      |  |                                      |       |   |                    |   |       |               |  |   |       |   |  |       |   
|--------------------- |  | ------------------------------------ | ----- | - | ------------------ | - | ----- | ------------- |  | - | ----- | - |  | ----- | --
|                      |  | Three Months EndedFebruary 28 and 29 |       |   | Increase(Decrease) |   |       | PercentChange | 
|(Dollars in millions) |  | 2009                                 |       |   | 2008               |   |       |              
|Net Sales             |  | $                                    | 114.6 |   |                    | $ | 133.2 |               |  | $ | (18.6 | ) |  | (13.9 | )%
|Cost of Products Sold |  |                                      | 55.9  |   |                    |   | 58.8  |               |  |   | (2.9  | ) |  | (4.9  | )%
|Percent of net sales  |  |                                      | 48.8  | % |                    |   | 44.1  | %             |  |   |       |   |  |       |   
|Gross Profit          |  | $                                    | 58.7  |   |                    | $ | 74.4  |               |  | $ | (15.7 | ) |  | (21.0 | )%
|Percent of net sales  |  |                                      | 51.2  | % |                    |   | 55.9  | %             |  |   |       |   |  |       |   

Gross profit decreased $15.7 million, or 21.0% to $58.7 million in the second quarter of
fiscal year 2009 compared with $74.4 million in the year-ago period. Gross profit margin of 51.2% in the second quarter of fiscal year 2009 decreased approximately 460 basis points from that of the second 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. On a comparative year-to-date basis, raw material costs increased approximately $6.1 million.
Additionally, the impact of channel and product sales mix was responsible for 1% of the quarters decline in gross profit margin. The impact of these higher costs was only partially offset by productivity gains of approximately $1.3 million.

Operating Profit



|                                                   |  |                                      |      |    |                    |   |      |               |  |   |       |   |  |        |   
|-------------------------------------------------- |  | ------------------------------------ | ---- | -- | ------------------ | - | ---- | ------------- |  | - | ----- | - |  | ------ | --
|                                                   |  | Three Months EndedFebruary 28 and 29 |      |    | Increase(Decrease) |   |      | PercentChange | 
|(Dollars in millions)                              |  | 2009                                 |      |    | 2008               |   |      |              
|Gross Profit                                       |  | $                                    | 58.7 |    |                    | $ | 74.4 |               |  | $ | (15.7 | ) |  | (21.0  | )%
|Percent of net sales                               |  |                                      | 51.2 | %  |                    |   | 55.9 | %             |  |   |       |   |  |        |   
|Selling, Distribution, and Administrative Expenses |  |                                      | 58.6 |    |                    |   | 69.8 |               |  |   | (11.2 | ) |  | (16.0  | )%
|Restructuring Charge                               |  |                                      | 1.1  |    |                    |   | 0.8  |               |  |   | 0.4   |   |  | 47.9   | % 
|Operating (Loss) Profit                            |  | $                                    | (1.0 | )  |                    | $ | 3.9  |               |  | $ | (4.8  | ) |  | (125.1 | )%
|Percent of net sales                               |  |                                      | (0.8 | )% |                    |   | 2.9  | %             |  |   |       |   |  |        |   

Operating profit decreased $4.8 million, or 125.1%, in the second quarter of fiscal year 2009 to a
loss of $(1.0) million from a profit of $3.9 million reported in the second quarter of fiscal year 2008. Operating margins were (0.8)% in the second quarter of fiscal year 2009 compared with 2.9% in the comparative year-ago period. The Company
reduced selling, distribution, and administrative



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##### Table of Contents

expenses (SD&A) compared with last year by an aggregate of $11.2 million during the second quarter of fiscal year 2009. The decline in
net sales resulted in reduced variable selling costs of approximately $8.3 million. Such costs include commissions paid to sales representatives as well as customer freight. We incurred approximately $2.7 million less in expenses
attributable to compensation-related costs including administrative salaries and bonuses. Also, our operating results benefited by approximately $2.0 million from the disciplined control of certain sales support costs. Partially offsetting
these cost reductions was a $2.0 million charge recorded to reflect collection risk associated with certain accounts receivable in the current economic environment.

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. The Company recorded a
$0.8 million restructuring charge in February 2008 that was composed of non-sales employee severance costs.

Income before
Provision for Taxes



|                                         |  |                                      |      |    |                    |   |     |               |  |   |      |   |  |        |   
|---------------------------------------- |  | ------------------------------------ | ---- | -- | ------------------ | - | --- | ------------- |  | - | ---- | - |  | ------ | --
|                                         |  | Three Months EndedFebruary 28 and 29 |      |    | Increase(Decrease) |   |     | PercentChange | 
|(Dollars in millions)                    |  | 2009                                 |      |    | 2008               |   |     |              
|Operating (Loss) Profit                  |  | $                                    | (1.0 | )  |                    | $ | 3.9 |               |  | $ | (4.8 | ) |  | (125.1 | )%
|Percent of net sales                     |  |                                      | (0.8 | )% |                    |   | 2.9 | %             |  |   |      |   |  |        |   
|Other Expense                            |  |                                      |      |    |                    |   |     |               |  |   |      |   |  |        |   
|Interest Expense, net                    |  |                                      | 0.4  |    |                    |   | 0.8 |               |  |   | (0.4 | ) |  | (45.9  | )%
|Miscellaneous expense                    |  |                                      | 0.1  |    |                    |   | 0.1 |               |  |   |     |   |  | 16.7   | % 
|Total Other Expense                      |  |                                      | 0.5  |    |                    |   | 0.9 |               |  |   | (0.4 | ) |  | (40.0  | )%
|(Loss) Income before Provision for Taxes |  | $                                    | (1.5 | )  |                    | $ | 3.0 |               |  | $ | (4.5 | ) |  | (151.2 | )%
|Percent of net sales                     |  |                                      | (1.3 | )% |                    |   | 2.2 | %             |  |   |      |   |  |        |   

Total other expenses remained materially consistent with that of the comparative prior year
period.

Provision for Taxes and Net Income



|                                                |  |                                      |      |    |                    |   |      |               |  |   |      |   |  |        |   
|----------------------------------------------- |  | ------------------------------------ | ---- | -- | ------------------ | - | ---- | ------------- |  | - | ---- | - |  | ------ | --
|                                                |  | Three Months EndedFebruary 28 and 29 |      |    | Increase(Decrease) |   |      | PercentChange | 
|(Dollars in millions)                           |  | 2009                                 |      |    | 2008               |   |      |              
|(Loss) Income before Provision for Income Taxes |  | $                                    | (1.5 | )  |                    | $ | 3.0  |               |  | $ | (4.5 | ) |  | (151.2 | )%
|Percent of net sales                            |  |                                      | (1.3 | )% |                    |   | 2.2  | %             |  |   |      |   |  |        |   
|(Benefit) Provision for Income Taxes            |  |                                      | (0.6 | )  |                    |   | 1.0  |               |  |   | (1.6 | ) |  | (154.6 | )%
|Effective tax rate                              |  |                                      | 37.7 | %  |                    |   | 35.4 | %             |  |   |      |   |  |        |   
|Net (Loss) Income                               |  | $                                    | (0.9 | )  |                    | $ | 1.9  |               |  | $ | (2.8 | ) |  | (149.4 | )%

Net earnings for the second quarter of fiscal year 2009 decreased $2.8 million, or 149.4%, to
a net loss of $(0.9) million from net income of $1.9 million reported in the second quarter of fiscal year 2008. The decrease in net income resulted primarily from the decrease in operating profit noted above.

The effective tax rate for the second quarter of fiscal year 2009 was 37.7%, compared with 35.4% in the year-ago period. Our effective tax rate is
anticipated to range between 36.5% and 37.5% for fiscal year 2009 similar to the effective tax rate for fiscal year 2008.

Diluted loss per
share generated in the three months ended February 28, 2009 totaled $0.04 representing a decline of $0.13 per diluted share or 144.4% from the $0.09 per diluted share earned in the prior year period. Earnings in the second fiscal quarter of
2009 were negatively impacted by $0.03 per diluted share as a result of the February 2009 restructuring charge. Earnings in the second fiscal quarter of 2008 were negatively impacted by $0.02 per diluted share as a result of the February 2008
restructuring charge.



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##### Table of Contents

Six Months of Fiscal 2009 Compared with Six Months of Fiscal 2008

The following table sets forth information comparing the components of net income for the six months ended February 28, 2009 with the six months
ended February 29, 2008. Both dollar and percentage changes included within the tables below were calculated from the Companys Consolidated and Combined Statements of Operations:



|                                         |  |                                    |       |    |               |   |       |   |  |        |   
|---------------------------------------- |  | ---------------------------------- | ----- | -- | ------------- | - | ----- | - |  | ------ | --
|                                         |  | Six Months EndedFebruary 28 and 29 |       |    | PercentChange |  
|(Dollars in millions)                    |  | 2009                               |       |    | 2008          |   |      
|Net Sales                                |  | $                                  | 243.8 |    |               | $ | 276.7 |   |  | (11.9  | )%
|Gross Profit                             |  |                                    | 126.5 |    |               |   | 157.8 |   |  | (19.8  | )%
|Percent of net sales                     |  |                                    | 51.9  | %  |               |   | 57.0  | % |  |        |   
|Operating (Loss) Profit                  |  |                                    | (1.7  | )  |               |   | 14.6  |   |  | (111.8 | )%
|Percent of net sales                     |  |                                    | (0.7  | )% |               |   | 5.3   | % |  |        |   
|(Loss) Income before Provision for Taxes |  |                                    | (4.0  | )  |               |   | 12.7  |   |  | (131.1 | )%
|Percent of net sales                     |  |                                    | (1.6  | )% |               |   | 4.6   | % |  |        |   
|Net (Loss) Income                        |  | $                                  | (2.5  | )  |               | $ | 8.2   |   |  | (130.4 | )%

Net Sales

Net sales were $243.8 million in the six months ended February 28, 2009 compared with $276.7 million generated in the year-ago period,
representing a decrease of $33.0 million or 11.9%. Weakening demand in each of the Companys markets resulted in volume-related sales declines of $35.6 million. Unfavorable foreign currency translation on international sales
negatively impacted total net sales by an additional $7.8 million. These declines were partially offset by the realization of higher selling prices totaling approximately $10.4 million, primarily within the Companys domestic markets.

Gross Profit



|                      |  |                                    |       |   |                    |   |       |               |  |   |       |   |  |       |   
|--------------------- |  | ---------------------------------- | ----- | - | ------------------ | - | ----- | ------------- |  | - | ----- | - |  | ----- | --
|                      |  | Six Months EndedFebruary 28 and 29 |       |   | Increase(Decrease) |   |       | PercentChange | 
|(Dollars in millions) |  | 2009                               |       |   | 2008               |   |       |              
|Net Sales             |  | $                                  | 243.8 |   |                    | $ | 276.7 |               |  | $ | (33.0 | ) |  | (11.9 | )%
|Cost of Products Sold |  |                                    | 117.2 |   |                    |   | 118.9 |               |  |   | (1.7  | ) |  | (1.4  | )%
|Percent of net sales  |  |                                    | 48.1  | % |                    |   | 43.0  | %             |  |   |       |   |  |       |   
|Gross Profit          |  | $                                  | 126.5 |   |                    | $ | 157.8 |               |  | $ | (31.3 | ) |  | (19.8 | )%
|Percent of net sales  |  |                                    | 51.9  | % |                    |   | 57.0  | %             |  |   |       |   |  |       |   

Gross profit decreased $31.3 million, or 19.8% to $126.5 million in the first six months
of fiscal year 2009 compared with $157.8 million in the year-ago period. Gross profit margin of 51.9% for the first six months of fiscal year 2009 decreased approximately 510 basis points from that of the first six months 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. On a comparative year-to-date basis, raw material costs increased approximately
$14.5 million. The impact of these higher costs was only partially offset by productivity gains of approximately $1.9 million.



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##### Table of Contents

Operating Profit



|                                                   |  |                                    |       |    |                    |   |       |               |  |   |       |   |  |        |   
|-------------------------------------------------- |  | ---------------------------------- | ----- | -- | ------------------ | - | ----- | ------------- |  | - | ----- | - |  | ------ | --
|                                                   |  | Six Months EndedFebruary 28 and 29 |       |    | Increase(Decrease) |   |       | PercentChange | 
|(Dollars in millions)                              |  | 2009                               |       |    | 2008               |   |       |              
|Gross Profit                                       |  | $                                  | 126.5 |    |                    | $ | 157.8 |               |  | $ | (31.3 | ) |  | (19.8  | )%
|Percent of net sales                               |  |                                    | 51.9  | %  |                    |   | 57.0  | %             |  |   |       |   |  |        |   
|Selling, Distribution, and Administrative Expenses |  |                                    | 125.3 |    |                    |   | 142.4 |               |  |   | (17.2 | ) |  | (12.1  | )%
|Restructuring Charge                               |  |                                    | 3.0   |    |                    |   | 0.8   |               |  |   | 2.3   |   |  | 299.6  | % 
|Operating (Loss) Profit                            |  | $                                  | (1.7  | )  |                    | $ | 14.6  |               |  | $ | (16.3 | ) |  | (111.8 | )%
|Percent of net sales                               |  |                                    | (0.7  | )% |                    |   | 5.3   | %             |  |   |       |   |  |        |   

Operating profit decreased $16.3 million, or 111.8%, in the first half of fiscal year 2009 to
a loss of $(1.7) million from a profit of $14.6 million reported in the first half of fiscal year 2008. Operating margins were (0.7)% for the six months ended February 28, 2009 compared with 5.3% in the comparative year-ago
period. The Company reduced SD&A by an aggregate of $17.2 million during the first half of fiscal year 2009. The decline in net sales resulted in reduced variable selling costs of approximately $12.1 million. Such costs include
commissions paid to sales representatives as well as customer freight. We incurred approximately $4.9 million less in expenses attributable to compensation-related costs including administrative salaries and bonuses. Also, our operating results
benefited by approximately $3.3 million from the disciplined control of certain sales support costs. Partially offsetting these cost reductions were $2.3 million in charges necessary to reflect the collection risk associated with certain
accounts receivable in the current economic environment.

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. The Company recorded a $0.8 million restructuring charge in February 2008 also composed of non-sales employee severance costs.

Income before Provision for Taxes



|                                         |  |                                    |      |    |                    |   |      |               |  |   |       |   |  |         |   
|---------------------------------------- |  | ---------------------------------- | ---- | -- | ------------------ | - | ---- | ------------- |  | - | ----- | - |  | ------- | --
|                                         |  | Six Months EndedFebruary 28 and 29 |      |    | Increase(Decrease) |   |      | PercentChange | 
|(Dollars in millions)                    |  | 2009                               |      |    | 2008               |   |      |              
|Operating Profit                         |  | $                                  | (1.7 | )  |                    | $ | 14.6 |               |  | $ | (16.3 | ) |  | (111.8  | )%
|Percent of net sales                     |  |                                    | (0.7 | )% |                    |   | 5.3  | %             |  |   |       |   |  |         |   
|Other Expense                            |  |                                    |      |    |                    |   |      |               |  |   |       |   |  |         |   
|Interest Expense, net                    |  |                                    | 1.0  |    |                    |   | 1.9  |               |  |   | (0.9  | ) |  | (46.7   | )%
|Loss on foreign currency transactions    |  |                                    | 1.2  |    |                    |   |     |               |  |   | 1.3   |   |  | 2,905.3 | % 
|Miscellaneous Expense                    |  |                                    |     |    |                    |   | 0.1  |               |  |   |      |   |  | (118.8  | )%
|Total Other Expense                      |  |                                    | 2.2  |    |                    |   | 1.9  |               |  |   | 0.4   |   |  | 18.6    | % 
|(Loss) Income before Provision for Taxes |  | $                                  | (4.0 | )  |                    | $ | 12.7 |               |  | $ | (16.7 | ) |  | (131.1  | )%
|Percent of net sales                     |  |                                    | (1.6 | )% |                    |   | 4.6  | %             |  |   |       |   |  |         |   

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



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##### Table of Contents

Provision for Taxes and Net Income



|                                                |  |                                    |      |    |                    |   |      |               |  |   |       |   |  |        |   
|----------------------------------------------- |  | ---------------------------------- | ---- | -- | ------------------ | - | ---- | ------------- |  | - | ----- | - |  | ------ | --
|                                                |  | Six Months EndedFebruary 28 and 29 |      |    | Increase(Decrease) |   |      | PercentChange | 
|(Dollars in millions)                           |  | 2009                               |      |    | 2008               |   |      |              
|(Loss) Income before Provision for Income Taxes |  | $                                  | (4.0 | )  |                    | $ | 12.7 |               |  | $ | (16.7 | ) |  | (131.1 | )%
|Percent of net sales                            |  |                                    | (1.6 | )% |                    |   | 4.6  | %             |  |   |       |   |  |        |   
|(Benefit) Provision for Income Taxes            |  |                                    | (1.5 | )  |                    |   | 4.5  |               |  |   | (6.0  | ) |  | (132.5 | )%
|Effective tax rate                              |  |                                    | 37.3 | %  |                    |   | 35.7 | %             |  |   |       |   |  |        |   
|Net (Loss) Income                               |  | $                                  | (2.5 | )  |                    | $ | 8.2  |               |  | $ | (10.7 | ) |  | (130.4 | )%

Net income for the first half of fiscal 2009 decreased $10.7 million, or 130.4%, to a loss of
$2.5 million from a profit of $8.2 million reported in the first half of fiscal 2008. The decrease in net income resulted primarily from the above noted decrease in operating profit. The effective tax rate for the first half of fiscal 2009
was 37.3%, compared with 35.7% in the year-ago period.

Diluted loss per share generated during the first six months of fiscal year 2009
totaled $0.12 representing a decline of $0.51 per diluted share or 130.8% from the $0.39 per diluted share earned in the prior year period. Earnings in the first half of fiscal 2009 were negatively impacted by $0.09 per diluted share
due as a result of year to date restructuring charges. Earnings in the six months ended February 29, 2008 were negatively impacted by $0.02 per diluted share as a result of the restructuring charge recorded during February 2008.

Outlook and Strategy

During
Zeps inaugural year of operating as a stand-alone public company 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 2009 were severely impacted by the global economic slowdown and volatile raw material prices,
we have made important progress on these initiatives which 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. During the past twelve months, our focus on process improvement and efforts to streamline
the business allowed us the flexibility to reduce non-sales headcount by a net 11.3%. Also, the decentralization of our operating structure, which places more authority in the hands of our eight business leaders, allowed for the elimination of the
chief operating officer position.

In addition to these fixed cost structure improvements, during the fiscal second quarter we instituted a
number of temporary cost savings initiatives to help manage through the recessionary environment. During the quarter, our Chief Executive Officer, John K. Morgan, requested a compensation reduction of 20% and other top executives agreed to up to a
13% compensation reduction. Concurrently, we instituted a temporary suspension of the Companys match of employee contributions into its defined contribution plans.

Despite the continued deflation of commodities ultimately used in our manufacturing processes, we continued to experience elevated raw material prices during our second fiscal quarter, which adversely impacted our
gross margins. As the Company accounts for inventory on a first-in-first-out basis, the impact of rising raw material costs peaked in our first quarter of fiscal 2009. However, during the quarter 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 quarter and expect the benefit of these efforts will begin ramping up during the third fiscal
quarter until an annualized run rate of approximately $10.0 million to $11.0 million is attained in the first fiscal quarter of 2010. These savings fall short of returning us to historical cost levels, and further supplier negotiations are
underway.

Despite the broader economic challenges, we remain confident in our prospects for achieving long-term growth. While we scaled
back portions of our strategic transformation initiatives due to the current economic climate during the first half of fiscal 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 focusing on improving our core Zep Sales & Service business, entering into the
industrial distribution market and expanding our presence in the retail channel. The first component, improving our 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, produce steadily increasing revenue and operating profit growth, increase existing cash flows and returns on invested capital, and deliver earnings per share growth
over the long-term. Demand shaping concentrates on reducing the complexity of our business and, subsequently, will allow us to dedicate valuable



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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 by realigning our current inventory stocking locations. During the previous three months we consolidated three locations and signed a long-term lease
agreement for the location of our Northeastern Distribution Center in the Lehigh Valley area of Pennsylvania, and we expect to consolidate at least six more facilities during the remainder of the calendar year.

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, expansion of existing channels and investing in the traditional Zep Sales & Service organization. In Zep Sales & Service we are focusing our recruiting efforts on bringing experienced, successful
sales associates to the Zep Sales and Service organization. These additional, 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 aggressively 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 seen good progress in 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 partners. We have
leveraged the strength and equity of Zep Inc. by developing a new product line, Zep Professional, and began filling initial orders for this product during the first quarter of fiscal year 2009. While the current environment makes it difficult for
distributors to add inventory, we remain confident and committed to growing Zep Professional product sales. Through this strategy, we anticipate the distribution capabilities and diverse end markets of our partners will serve 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 exemplified by our first and second quarter results, the severe economic slowdown has
exacerbated these inconsistencies. Our revenues could be 10-15% lower than the prior year given the current economy and the affect 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 stockholder 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;
| | - |  | ---------------------------------------------------------------



| |  |  | 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 achievement of 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 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 $3.0 million in annualized fixed
cost reductions announced in our first quarter, we believe we have identified an additional $4.0 million in fixed cost reductions and expect to begin realizing the full benefit of these savings in our first quarter of fiscal 2010.

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 second quarter of 2009 operating results,



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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 channels or industries such as retail and transportation. 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 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 significantly below those achieved in fiscal year 2008. Management believes based on its current
forecast for fiscal year 2009 adequate liquidity exists to operate the business within the restrictive debt covenants stipulated by the Companys Revolving Credit Facility. While these challenges may dampen short-term results, management
believes its 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 higher 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.
| | - |  | ---------------------------------------------------------------------------

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.



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|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 Operations, 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 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 of 1934, as amended (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 February 28, 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 February 28, 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 our results of income, 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 Companys 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.



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|Item 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

At the Companys annual meeting of stockholders held on January 8, 2009, all nominees to the Companys board of directors were elected to the board without opposition. The board members elected by the Companys
stockholders were J. Veronica Biggins and O. B. Grayson Hall, Jr.

The vote on this proposal was:



|                       |  |            |  |          
|---------------------- |  | ---------- |  | ---------
|                       |  | For        |  | Withheld 
|J. Veronica Biggins    |  | 15,613,130 |  | 4,224,472
|O.B. Grayson Hall, Jr. |  | 19,284,659 |  | 552,943  

In addition to Ms. Biggins and Mr. Hall, the directors whose term of office continued after the meeting
are as follows: Earnest W. Deavenport, Jr., John K. Morgan, Sidney J. Nurkin, Joseph Squicciarino, and Timothy T. Tevens.

Votes cast for or
against, and the number of abstentions and broker non-votes for each other proposal brought before the meeting are as follows:



|                                                                                               |  |            |  |         |  |         |  |                
|---------------------------------------------------------------------------------------------- |  | ---------- |  | ------- |  | ------- |  | ---------------
|Proposal                                                                                       |  | For        |  | Against |  | Abstain |  | BrokerNon-Votes
|Approval of Zep Inc 2009 Management Compensation and Incentive Plan                            |  | 19,041,653 |  | 712,560 |  | 83,390  |  | 1,825,178      
|Ratification of the appointment of the Companys independent registered public accounting firm |  | 19,641,845 |  | 159,692 |  | 36,066  |  | 1,825,178      



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

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



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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: April 9, 2009 |  |  |  | /s/ John K. Morgan                                  
|                    |  |  |  | JOHN K. MORGAN                                      
|                    |  |  |  | CHAIRMAN, PRESIDENT, AND CHIEF EXECUTIVE OFFICER    
|                    |  |  |  |                                                     
|DATE: April 9, 2009 |  |  |  | /s/ Mark R. Bachmann                                
|                    |  |  |  | MARK R. BACHMANN                                    
|                    |  |  |  | EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER



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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 10 |  | (a) |  | First Amendment to Stockholder Protection Rights Agreement dated January 22, 2009.                                                                                    |  | Filed with the Commission as part of thisForm 10-Q.                                                                                                   
|           |  |     | 
|           |  | (b) |  | Severance Agreement between Zep Inc. and William A. Holl dated January 15, 2009.                                                                                      |  | Filed with the Commission as part of thisForm 10-Q.                                                                                                   
|           |  |     | 
|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