##### Table of Contents



SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
 Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    September 30, 2007ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission File Number
    001-12488
 Powell Industries,
    Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware(State or other jurisdiction
    of
    incorporation or organization)

88-0106100(I.R.S. Employer
    Identification No.)8550 Mosley Drive,
    Houston, Texas(Address of principal
    executive offices)

77075-1180(Zip
    Code)   Registrants telephone number, including area code:
 (713) 944-6900
  Securities registered pursuant to section 12(b) of the
    Act:
 None
  Securities registered pursuant to Section 12(g) of
    Act:
  Common Stock, par value $.01 per share
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
 o þ o
  Rule 12b-2). o þ
        Documents
    Incorporated By Reference
  Form 10-K.




---



##### 



POWELL
    INDUSTRIES, INC.
  TABLE OF
    CONTENTS
   
 PageCautionary Statement Regarding Forward-Looking
    Statements; Risk Factors

3PART IItem 1.


Business

4Item 1A.


Risk Factors

8Item 1B.


Unresolved Staff Comments

12Item 2.


Properties

12Item 3.


Legal Proceedings

12Item 4.


Submission of Matters to a Vote of Security
    Holders

13PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities

13Item 6.


Selected Financial Data

14Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations

16Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk

25Item 8.


Financial Statements and Supplementary Data

26Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure

60Item 9A.


Controls and Procedures

60Item 9B.


Other Information

61PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance

61Item 11.


Executive Compensation

61Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters

61Item 13.


Certain Relationships and Related Transactions,
    and Director Independence

61Item 14.


Principal Accountant Fees and Services

62PART IVItem 15.


Exhibits and Financial Statement Schedules

62Signatures

64Subsidiaries of Powell Industries, Inc.Consent of PricewaterhouseCoopers, LLP.Certification of CEO Pursuant to Rule 13a-14(a)/15d-14(a)Certification of CFO Pursuant to Rule 13a-14(a)/15d-14(a)Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906   2




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##### Table of Contents



CAUTIONARY
    STATEMENT REGARDING FORWARD-LOOKING STATEMENTS;
    RISK FACTORS
  Forward-Looking
    Statements
  Form 10-K
   3




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##### Table of Contents



PART I
  Item 1.
    Business  Overview
      www.powellind.com Form 10-K, Form 10-Q, Form 8-K
      15-year ® ® ®
   4




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##### Table of Contents



Electrical
    Power Products
    ® ®
      Customers
    and Markets
     5




---



##### Table of Contents



Competition
    Backlog
    Raw
    Materials and Suppliers
      Inflation
   6




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##### Table of Contents



Employees
    Research
    and Development
    Intellectual
    Property
    Process
    Control Systems
    Customers
    and Markets
  and/or
    Competition
    30-year
 7




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##### Table of Contents



Backlog
    Employees
    Research
    and Development
    Intellectual
    Property
    Item 1A.
    Risk
    Factors    Our
    industry is highly competitive.
    An
    economic downturn may lead to lower demand for our
    services.
   8




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##### Table of Contents



International
    and political events may adversely affect our
    operations.
    Fluctuations
    in the price and supply of raw materials used to manufacture our
    products may reduce our profits.
    Our
    use of percentage-of-completion accounting could result in a
    reduction or elimination of previously reported
    profits.
    Our
    dependence upon fixed-price contracts could result in reduced
    profits or, in some cases, losses, if costs increase above our
    estimates.
    Our
    acquisition strategy involves a number of risks.
   9




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##### Table of Contents



We may
    not be able to fully realize the revenue value reported in our
    backlog.
    Our
    operating results may vary significantly from quarter to
    quarter.
      We may
    be unsuccessful at generating internal growth.
      The
    departure of key personnel could disrupt our
    business.
    Our
    business requires skilled labor, and we may be unable to attract
    and retain qualified employees.
   10




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##### Table of Contents



Unforeseen
    difficulties with the implementation or operation of our
    enterprise resource planning system could adversely affect our
    internal controls and our business.
    Failure
    to successfully comply with Section 404 of the
    Sarbanes-Oxley Act of 2002 could negatively impact our
    business.
    Actual
    and potential claims, lawsuits and proceedings could ultimately
    reduce our profitability and liquidity and weaken our financial
    condition.
    We
    carry insurance against many potential liabilities, and our risk
    management program may leave us exposed to unidentified or
    unanticipated risks.
    Technological
    innovations by competitors may make existing products and
    production methods obsolete.
   11




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##### Table of Contents



Catastrophic
    events could disrupt our business.
  and/or
  Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties      ApproximateNumber





Square FootageLocation

of Facilities


Acres


Owned


LeasedElectrical Power Products:Houston, TX


3



78.1



430,600



138,600North Canton, OH


1



8.0



72,000



Northlake, IL


1



10.0



103,500



Bradford, United Kingdom


1



7.9



129,200



Process Control Systems:Pleasanton, CA


1











21,200Duluth, GA


1











29,700     Item 3.
    Legal
    Proceedings     12




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##### Table of Contents



Item 4.
    Submission
    of Matters to a Vote of Security Holders    PART II
  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Price
    Range of Common Stock
    High


LowFiscal Year 2006:First Quarter

$
23.64


$
17.57Second Quarter


27.72



20.75Third Quarter


25.94



21.28Fourth Quarter


24.00



18.42Fiscal Year 2007:First Quarter

$
33.60


$
20.63Second Quarter


33.73



27.78Third Quarter


37.25



27.05Fourth Quarter


38.10



30.26       Dividend
    Policy
   13




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##### Table of Contents



Performance
    Graph
  The following Performance Graph and related information shall
    not be deemed soliciting material or to be
    filed with the Securities and Exchange Commission,
    nor shall such information be incorporated by reference into any
    future filing under the Securities Act of 1933 or Securities Act
    of 1934, each as amended, except to the extent that we
    specifically incorporate it by reference into such filing.
    COMPARISON
    OF 5-YEAR
    CUMULATIVE TOTAL RETURN
    AMONG POWELL INDUSTRIES, INC.,
    NASDAQ MARKET INDEX AND INDUSTRIAL ELECTRICAL
    EQUIPMENT
  
  Item 6.
    Selected
    Financial Data  11-month
  ®
   14




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##### Table of Contents



11 MonthsYear Ended


EndedSeptember 30,


September 30,


Years Ended October 31,2007


2006


2005


2004


2003(In thousands, except per share data)Statements of Operations:Revenues

$
564,282


$
374,547


$
256,645


$
206,142


$
253,381Cost of goods sold


468,691



305,489



213,411



170,165



204,585Gross profit


95,591



69,058



43,234



35,977



48,796Selling, general and administrative expenses


77,246



55,345



41,846



35,357



35,339Gain on sale of land and building










(1,052
)






Income before interest, income taxes, minority interest and
    cumulative effect of change in accounting principle


18,345



13,713



2,440



620



13,457Interest expense (income), net


2,943



698



(386
)


(744
)


(175
)Income tax provision (benefit)


5,468



4,609



932



(282
)


6,137Minority interest


21



(3
)


63



(23
)


Income from continuing operations before cumulative effect of
    change in accounting principle


9,913



8,409



1,831



1,669



7,495Cumulative effect of change in accounting principle, net of tax


















(510
)Net income

$
9,913


$
8,409


$
1,831


$
1,669


$
6,985Basic earnings per share

$
0.90


$
0.77


$
0.17


$
0.16


$
0.66Diluted earnings per share

$
0.88


$
0.76


$
0.17


$
0.15


$
0.65   As ofSeptember 30,


As of October 31,2007


2006


2005


2004


2003(In thousands)Balance Sheet Data:Cash and cash equivalents

$
5,257


$
10,495


$
24,844


$
8,974


$
11,863Marketable securities










8,200



54,208



30,452Property, plant and equipment, net


67,401



60,336



55,678



45,041



43,998Total assets


341,015



292,678



226,778



196,079



190,478Long-term debt and capital lease obligations, including current
    maturities


35,836



42,396



21,531



7,100



7,359Total stockholders equity


173,549



156,931



143,994



139,835



136,364Total liabilities and stockholders equity

$
341,015


$
292,678


$
226,778


$
196,079


$
190,478  15




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##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations    Overview
      ®
  ® 15-year ® Power/Vac ®
    Results
    of Operations
  Twelve
    Months Ended September 30, 2007 (Fiscal 2007)
    Compared to Eleven Months Ended September 30, 2006
    (Fiscal 2006)
  Revenue
    and Gross Profit
  ® ®
 16




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##### Table of Contents



Electrical
    Power Products
  ®
  ® ®
  Process
    Control Systems
      Consolidated
    Selling, General and Administrative Expenses
  ®
  Interest
    Income and Expense
  ®
    Provision
    for Income Taxes
   17




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##### Table of Contents



Net
    Income
  ®
  Backlog
    Eleven
    Months Ended September 30, 2006 (Fiscal 2006)
    Compared to Twelve Months Ended October 31, 2005
    (Fiscal 2005)
  Revenue
    and Gross Profit
  ®
  Electrical
    Power Products
  ®
  start-up
 18




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##### Table of Contents



Process
    Control Systems
      Consolidated
    Selling, General and Administrative Expenses
  Power/Vac ®
  Interest
    Income and Expense
      Provision
    for Income Taxes
        Net
    Income
   19




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##### Table of Contents



Backlog
  ®
  Liquidity
    and Capital Resources
      Operating
    Activities
    Investing
    Activities
  ®
 20




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##### Table of Contents



Financing
    Activities
    Contractual
    Obligations
    Long-Term


Capital


OperatingAs of September 30, 2007

Debt


Lease


LeasePayments Due by Period:

Obligations


Obligations


Obligations


TotalLess than 1 year

$
9,523


$
45


$
2,133


$
11,7011 to 3 years


25,775



22



3,525



29,3223 to 5 years


1,128







2,736



3,864More than 5 years


540







1,460



2,000Total long-term contractual obligations

$
36,966


$
67


$
9,854


$
46,887   Other
    Commercial Commitments
    As of September 30, 2007,

Letters ofPayments Due by Period:

CreditLess than 1 year

$
16,6331 to 3 years


8,3843 to 5 years


More than 5 years


945Total long-term commercial obligations

$
25,962    21




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##### Table of Contents



Outlook
    for Fiscal 2008
    ® ®
  ®
  Effects
    of Inflation
    Critical
    Accounting Policies and Estimates
    Revenue
    Recognition
  81-1, Accounting for Performance of Construction-Type and Certain
    Production-Type Contracts (SOP 81-1).
   22




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##### Table of Contents



Revenue Recognition, Revised and Updated.
  Allowance
    for Doubtful Accounts
    Impairment
    of Long-Lived Assets
    Intangible
    Assets
  Goodwill and Other
    Intangible Assets.
  Accruals
    for Contingent Liabilities
   23




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##### Table of Contents



Accounting
    for Income Taxes
    Foreign
    Currency Translation
  Foreign Currency Translation.
  Hedging
    Activities
  Accounting for Derivative Instruments
    and Hedging Activities
  New
    Accounting Pronouncements
  Accounting for Uncertainty in Income Taxes Accounting for Income Taxes.
  Fair Value Measurements
 24




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##### Table of Contents



Employers Accounting for Defined Benefit Pension and
    Other Postretirement Benefits, an Amendment of
    SFAS No. 87, 88, 106 and 132R.
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities, including an amendment of FASB Statement
    No. 115 instrument-by-instrument
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Interest
    Rate Risk
    Foreign
    Currency Transaction Risk
      Commodity
    Price Risk
  contract-by-contract
 25




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##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  Index to Consolidated Financial Statements

PageFinancial Statements:Report of Independent Registered Public
    Accounting Firm


27Consolidated Balance Sheets as of
    September 30, 2007 and 2006


28Consolidated Statements of Operations for the
    Year Ended September 30, 2007; 11 Months Ended
    September 30, 2006 and Year Ended October 31, 2005


29Consolidated Statements of Stockholders
    Equity for the Year Ended September 30, 2007; 11 Months
    Ended September 30, 2006 and Year Ended October 31,
    2005


30Consolidated Statements of Cash Flows for the
    Year Ended September 30, 2007; 11 Months Ended
    September 30, 2006 and Year Ended October 31, 2005


31Notes to Consolidated Financial Statements


32  26




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##### Table of Contents



REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
  Internal Control 
    Integrated Framework
            27




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  CONSOLIDATED BALANCE SHEETS
  September 30,2007


2006(In thousands, except share and per share data)ASSETSCurrent Assets:Cash and cash equivalents

$
5,257


$
10,495Accounts receivable, less allowance for doubtful accounts of
    $1,739 and $1,044, respectively


107,717



108,002Costs and estimated earnings in excess of billings on
    uncompleted contracts


69,442



43,067Inventories, net


47,789



28,268Income taxes receivable


548



Deferred income taxes


1,898



1,270Prepaid expenses and other current assets


4,235



2,398Total Current Assets


236,886



193,500Property, plant and equipment, net


67,401



60,336Goodwill


1,084



1,084Intangible assets, net


28,861



32,263Other assets


6,783



5,495Total Assets

$
341,015


$
292,678LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Current maturities of long-term debt and capital lease
    obligations

$
8,464


$
8,510Income taxes payable


1,669



733Accounts payable


65,225



46,515Accrued salaries, bonuses and commissions


19,010



13,183Billings in excess of costs and estimated earnings on
    uncompleted contracts


25,924



16,752Accrued product warranty


5,787



3,443Other accrued expenses


9,533



9,476Total Current Liabilities


135,612



98,612Long-term debt and capital lease obligations, net of current
    maturities


27,372



33,886Deferred compensation


3,155



1,735Postretirement benefit obligation


942



1,146Other liabilities


87



90Total Liabilities


167,168



135,469Commitments and Contingencies (Note K)Minority Interest


298



278Stockholders Equity:Preferred stock, par value $.01; 5,000,000 shares
    authorized; none issued






Common stock, par value $.01; 30,000,000 shares authorized;
    11,143,866 and 11,001,733 shares issued, respectively;
    11,143,866 and 10,924,046 shares outstanding, respectively


111



110Additional paid-in capital


16,854



12,776Retained earnings


154,572



144,659Treasury stock, 0 and 77,687 shares, respectively, at cost






(525
)Accumulated other comprehensive income


2,557



817Deferred compensation


(545
)


(906
)Total Stockholders Equity


173,549



156,931Total Liabilities and Stockholders Equity

$
341,015


$
292,678    28




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF OPERATIONS
  Year


11 Months


YearEnded


Ended


EndedSeptember 30,


September 30,


October 31,2007


2006


2005(In thousands, except per share data)Revenues

$
564,282


$
374,547


$
256,645Cost of goods sold


468,691



305,489



213,411Gross profit


95,591



69,058



43,234Selling, general and administrative expenses


77,246



55,345



41,846Gain on sale of land and building










(1,052
)Income before interest, income taxes and minority interest


18,345



13,713



2,440Interest expense


3,501



1,625



721Interest income


(558
)


(927
)


(1,107
)Income before income taxes and minority interest


15,402



13,015



2,826Income tax provision


5,468



4,609



932Minority interest in net income (loss)


21



(3
)


63Net income

$
9,913


$
8,409


$
1,831Net earnings per common share:Basic

$
0.90


$
0.77


$
0.17Diluted

$
0.88


$
0.76


$
0.17Weighted average shares:Basic


11,045



10,876



10,779Diluted


11,233



11,089



10,928    29




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
  Accumu-latedOtherOther

















Compre-Compre-








Additional








hensive


Deferredhensive


Common Stock


Paid-in


Retained


Treasury


Income


Compen-Income


Shares


Amount


Capital


Earnings


Stock


(Loss)


sation


Total(In thousands)Balance, October 31, 2004






11,000


$
110


$
9,433


$
134,419


$
(2,514
)

$
54


$
(1,667
)

$
139,835Net income

$
1,831















1,831















1,831Foreign currency translation adjustments


5























5







5Change in value of marketable securities, net of $9 income taxes


(26
)






















(26
)






(26
)Unrealized loss on fair value hedge


(44
)






















(44
)






(44
)Amortization of deferred compensation-ESOP






























317



317Exercise of stock options














433







1,097











1,530Income tax benefit from stock options exercised














354



















354Amortization of restricted stock






























160



160Issuance of stock






2







32



















32Total comprehensive income

$
1,766















1,831







(65
)






1,766Balance, October 31, 2005






11,002



110



10,252



136,250



(1,417
)


(11
)


(1,190
)


143,994Net income

$
8,409















8,409















8,409Foreign currency translation adjustments


784























784







784Realized loss on fair value hedge


44























44







44Amortization of deferred compensation-ESOP






























311



311Exercise of stock options














297







636











933Stock-based compensation














1,989



















1,989Income tax benefit from stock options exercised














204



















204Amortization of restricted stock














138















102



240Deferred compensation  restricted stock














(119
)














119



Issuance of restricted stock














15







256







(248
)


23Total comprehensive income

$
9,237















8,409







828







9,237Balance, September 30, 2006






11,002



110



12,776



144,659



(525
)


817



(906
)


156,931Net income

$
9,913















9,913















9,913Foreign currency translation adjustments


1,528























1,528







1,528Amortization of deferred compensation-ESOP






























361



361Exercise of stock options






124



1



2,847







416











3,264Stock-based compensation














664



















664Income tax benefit from stock options exercised














393



















393Amortization of restricted stock














296



















296Deferred compensation  restricted stock














(13
)


















(13
)Issuance of restricted stock






18







(109
)






109











Total comprehensive income

$
11,441















9,913







1,528







11,441Incremental adjustment to adopt SFAS No. 158, net of
    tax of $116


212























212







212Balance, September 30, 2007






11,144


$
111


$
16,854


$
154,572


$



$
2,557


$
(545
)

$
173,549    30




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  Year


11 Months


YearEnded


Ended


EndedSeptember 30,


September 30,


October 31,2007


2006


2005(In thousands)Operating Activities:Net income

$
9,913


$
8,409


$
1,831Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:Depreciation


7,688



5,188



4,623Amortization


3,876



1,310



643Amortization of unearned restricted stock


296



240



159Minority interest earnings (loss)


21



(3
)


63(Loss) gain on disposition of assets


312



(20
)


(935
)Net realized gain on sale of available-for-sale securities










(28
)Stock-based compensation


651



1,989



Bad debt expense


1,192



477



9Deferred income taxes


(592
)


(1,503
)


(207
)Tax benefit from exercise of stock options










353Changes in operating assets and liabilities:Accounts receivable, net


578



(42,278
)


(17,979
)Costs and estimated earnings in excess of billings on
    uncompleted contracts


(25,945
)


(7,514
)


(10,998
)Inventories


(19,148
)


(6,531
)


(2,438
)Prepaid expenses and other current assets


(2,354
)


2,212



(243
)Other assets


(1,530
)


1,093



(137
)Accounts payable and income taxes payable


18,657



23,064



2,261Accrued liabilities


7,877



8,369



2,173Billings in excess of costs and estimated earnings on
    uncompleted contracts


8,883



898



(877
)Deferred compensation


1,781



152



506Other liabilities


4



(207
)


32Net cash provided by (used in) operating activities


12,160



(4,655
)


(21,189
)Investing Activities:Proceeds from sale of fixed assets


175



817



879Proceeds from maturities and sales of available-for-sale
    securities










3,817Purchases of property, plant and equipment


(14,338
)


(8,435
)


(6,108
)Proceeds from sale of short-term auction rate securities






8,200



48,569Purchases of short-term auction rate securities










(6,350
)S&I acquisition










(19,167
)Louisiana acquisition






(1,524
)


Power/Vac acquisition






(9,745
)


Net cash provided by (used in) investing activities


(14,163
)


(10,687
)


21,640Financing Activities:Borrowings on US revolving line of credit


69,385



7,746



9,579Payments on US revolving line of credit


(70,385
)


(4,746
)


(9,579
)Borrowings on UK revolving line of credit


1,959







4,260Payments on UK revolving line of credit


(2,390
)


(2,037
)


Borrowings on UK term loan










10,598Payments on UK term loan






(1,669
)


Payments on capital lease obligations


(52
)


(82
)


(474
)Proceeds from short-term financing






944



Payments on short-term financing


(623
)


(320
)


Payments on industrial development revenue bonds


(400
)






Payments on deferred acquisition payable


(5,198
)






Debt issuance costs






(75
)


(501
)Proceeds from exercise of stock options


3,264



778



1,530Tax benefit from exercise of stock options


393



204



Net cash (used in) provided by financing activities


(4,047
)


743



15,413Net increase (decrease) in cash and cash equivalents


(6,050
)


(14,599
)


15,864Effect of exchange rate changes on cash and cash equivalents


812



250



6Cash and cash equivalents at beginning of year


10,495



24,844



8,974Cash and cash equivalents at end of year

$
5,257


$
10,495


$
24,844    31




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  A.
    Business
    and Organization        ® ®
      B.
    Summary
    of Significant Accounting Policies  Principles
    of Consolidation
    Use of
    Estimates
   32




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Cash
    and Cash Equivalents
    Supplemental
    Disclosures of Cash Flow Information (in
    thousands):
  Year


11 Months


YearEnded


Ended


EndedSeptember 30,


September 30,


October 31,2007


2006


2005Cash paid (received) during the period for:Interest

$
1,309


$
2,113


$
567Income taxes, net of refunds


2,392



4,395



(267
)Non-cash investing and financing activities:Accrued property, plant and equipment additions










156Note receivable from sale of property










1,350Deferred acquisition payable






20,273



   Fair
    Value of Financial Instruments
      Accounts
    Receivable
    Costs
    and Estimated Earnings in Excess of Billings on Uncompleted
    Contracts
   33




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      Inventories
  first-in,
  Property,
    Plant and Equipment
    Impairment
    of Long-Lived Assets
    Intangible
    Assets
  Goodwill and Other
    Intangible Assets.
  Income
    Taxes
   34




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Revenue
    Recognition
  81-1, Accounting for Performance of Construction-Type and Certain
    Production-Type Contracts (SOP 81-1).
    Revenue Recognition, Revised and Updated.
  Warranties
    Research
    and Development Expense
   35




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Foreign
    Currency Translation
  Foreign Currency Translation.
  Stock-Based
    Compensation
  Share-Based Payment Accounting for Stock-Based Compensation,
       36




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Year EndedOctober 31,2005Net income as reported

$
1,831Less: Stock option compensation expense, net of taxes


(792
)Net income, pro forma

$
1,039Basic earnings per share:As reported

$
0.17Pro forma

$
0.10Diluted earnings per share:As reported

$
0.17Pro forma

$
0.10   Hedging
    Activities
  Accounting for Derivative Instruments
    and Hedging Activities
  Accumulated
    Other Comprehensive Income (Loss)
      October 31,2005Unrealized holding gains arising during period

$
2Less: Reclassification adjustment for gains included in net
    income


(28
)Net unrealized gains on marketable securities

$
(26
)   New
    Accounting Standards
  Accounting for Uncertainty in Income Taxes Accounting for
 37




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Fair Value Measurements
  Employers Accounting for Defined Benefit Pension and
    Other Postretirement Benefits, an Amendment of FASB Statements
    No. 87, 88, 106 and 132R.
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities, including an amendment of FASB Statement
    No. 155 instrument-by-instrument
  C.
    Stock-Based
    Compensation     38




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
           39




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    RemainingWeighted


WeightedAverage


Average


AggregateStock


Exercise


Contractual


IntrinsicOptions


Price


Term (Years)


Value(In thousands)Outstanding at October 31, 2004


827,393



15.26Granted


275,000



18.42Exercised


(116,503
)


13.28Forfeited


(77,200
)


16.50Outstanding at October 31, 2005


908,690



16.37Granted






Exercised


(66,400
)


14.05Forfeited


(109,520
)


11.06Outstanding at September 30, 2006


732,770



17.37Granted






Exercised


(193,520
)


17.13Forfeited


(33,800
)


17.63Outstanding at September 30, 2007


505,450



17.44



2.91


$
8,817Exercisable at September 30, 2007


354,710



17.34



2.33


$
6,150     Outstanding


ExercisableWeighted


Weighted





WeightedNumber


Average


Average


Number


AverageRange of

Outstanding at


Remaining


Exercise


Exercisable at


ExerciseExercise Prices

09/30/07


Contractual Life


Price


09/30/07


Price$13.06 - 15.10


157,900



2.7


$
15.10



124,160


$
15.1016.30 - 18.44


325,550



3.1



18.14



208,550



17.9723.48 - 27.10


22,000



1.4



23.95



22,000



23.95Total Options


505,450



2.9



17.44



354,710



17.34     D.
    Acquisitions  General
    Electric Companys Medium Voltage Switchgear and Circuit
    Breakers
    (Power/Vac®)
  15-year
 40




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    ®
        EstimatedAmount


LifeSupply agreement

$
17,570


15 yearsUnpatented technology


5,300


6 yearsNon-compete agreement


4,010


5 yearsTrademark


2,650


15 yearsEquipment, tools and dies


400


5 to 7 yearsGoodwill (tax deductible)


88


Total purchase price

$
30,018     Switchgear &
    Instrumentation Limited (S&I)
   41




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      EstimatedAmount


LifeAccounts receivable

$
4,730


N/ACosts and estimated earnings in excess of billings


4,492


N/AInventories


3,745


N/APrepaid expenses and other current assets


379


N/AProperty, plant and equipment


9,542


3 to 25 yearsUnpatented technology


2,175


7 yearsTradenames


1,025


10 yearsBacklog


646


6 monthsAccounts payable


(5,793
)

N/ABillings in excess of costs and estimated earnings


(1,440
)

N/AOther accrued expenses


(334
)

N/ATotal purchase price

$
19,167     Pro
    Forma Results for
    Power/Vac®
    and S&I Acquisitions
  ®
  11 Months


YearEnded


EndedSeptember 30,


October 31,2006


2005Revenues

$
444,381


$
372,572Net income

$
10,309


$
1,350Net earnings per common share:Basic

$
0.95


$
0.13Diluted

$
0.93


$
0.12   ®
  Power/Vac®
    2006 and 2005
   42




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
          S&I
    2005
              SOP 81-1.
  Louisiana
    Acquisition
   43




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  E.
    Earnings
    Per Share    Year


11 Months


YearEnded


Ended


EndedSeptember 30,


September 30,


October 31,2007


2006


2005Numerator:Net income

$
9,913


$
8,409


$
1,831Denominator:Denominator for basic earnings per share-weighted average shares


11,045



10,876



10,779Dilutive effect of stock options and restricted stock


188



213



149Denominator for diluted earnings per share-adjusted weighted
    average shares with assumed conversions


11,233



11,089



10,928Net earnings per share:Basic

$
0.90


$
0.77


$
0.17Diluted

$
0.88


$
0.76


$
0.17     F.
    Detail of
    Selected Balance Sheet Accounts  Allowance
    for Doubtful Accounts
    September 30,2007


2006Balance at beginning of period

$
1,044


$
567Adjustments to the allowance


1,192



468Deductions for uncollectible accounts written off, net of
    recoveries


(527
)


6Increase due to foreign currency translation


30



3Balance at end of period

$
1,739


$
1,044  44




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Warranty
    Accrual
    September 30,2007


2006Balance at beginning of period

$
3,443


$
1,836Adjustments to the accrual


5,442



3,787Deductions for warranty charges


(3,211
)


(2,223
)Increase due to foreign currency translation


113



43Balance at end of period

$
5,787


$
3,443   Inventories
    September 30,2007


2006Raw materials, parts and subassemblies

$
31,914


$
18,772Work-in-progress


15,875



9,496Total inventories

$
47,789


$
28,268   Cost
    and Estimated Earnings on Uncompleted Contracts
    September 30,2007


2006Costs incurred on uncompleted contracts

$
456,892


$
300,247Estimated earnings


104,136



64,964561,028



365,211Less: Billings to date


517,510



338,896$
43,518


$
26,315Included in the accompanying balance sheets under the following
    captions:Costs and estimated earnings in excess of billings on
    uncompleted contracts

$
69,442


$
43,067Billings in excess of costs and estimated earnings on
    uncompleted contracts


(25,924
)


(16,752
)$
43,518


$
26,315  45




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Property,
    Plant and Equipment
    September 30,


Range of2007


2006


Asset LivesLand

$
7,997


$
7,716


Buildings and improvements


49,100



43,383


3 - 39 YearsMachinery and equipment


49,588



36,996


3 - 15 YearsFurniture and fixtures


3,097



2,385


3 - 10 YearsConstruction in process


2,337



9,672


112,119



100,152Less: Accumulated depreciation


(44,718
)


(39,816
)Total property, plant and equipment, net

$
67,401


$
60,336     G.  Employee
    Benefit Plans
  401(k)
    Plan
    Employee
    Stock Ownership Plan
  20-year
 46




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Deferred
    Compensation
  and/or No. 97-14, Accounting for Deferred Compensation Arrangements Where
    Amounts Earned are Held in a Rabbi Trust and Invested
    Retiree
    Medical Plan
          Before Application


SFAS No. 158


After Applicationof SFAS No. 158


Adjustments


of SFAS No. 158Liabilities and stockholders equityDeferred income tax liability

$
(86
)

$
116


$
30Postretirement benefit obligation


1,270



(328
)


942Total liabilities


167,380



(212
)


167,168Accumulated other comprehensive income


2,345



212



2,557Total liabilities and stockholders equity

$
341,015


$



$
341,015  47




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Net actuarial gain

$
(841
)Prior service cost


513$
(328
)     Net actuarial gain

$
(71
)Prior service cost


106$
35     September 30,2007


2006Changes in postretirement benefit obligation:Balance at beginning of year

$
832


$
812Service cost


53



42Interest cost


50



39Actuarial loss (gain)


20



(30
)Benefits paid


(13
)


(31
)Balance at end of year

$
942


$
832Change in plan assets:Fair value of assets at beginning of year

$



$
Employer contributions


13



31Benefits paid


(13
)


(31
)Fair value of assets at end of year

$



$
Reconciliation of funded status(1)Funded status

$
(942
)

$
(832
)Unrecognized prior service cost


514



619Unrecognized net actuarial gain


(842
)


(933
)Net liability recognized

$
(1,270
)

$
(1,146
)     (1)
    
    Effective September 30, 2007, we adopted
    SFAS No. 158. The provisions of SFAS No. 158
    do not permit retrospective application.  48




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  2007


2006Weighted-average assumptions used to determine benefit
    obligations at September 30:Discount rate pre-retirement


0.00
%


0.00
%Discount rate post-retirement


6.24



5.74Current year trend rate


9.00



9.00Ultimate trend rate


5.00



5.00Year ultimate trend rate reached


2010



2009     Year


11 Months


YearEnded


Ended


EndedSeptember 30,


September 30,


October 31,2007


2006


2005Components of net periodic postretirement benefit cost:Service cost

$
53


$
42


$
75Interest cost


50



39



69Prior service cost


106



97



106Net gain recognized


(71
)


(75
)


(33
)Net periodic postretirement benefit cost

$
138


$
103


$
217   2007


2006Weighted-average assumptions used to determine benefit costs at
    September 30:Discount rate pre-retirement


0.00
%


0.00
%Discount rate post-retirement


5.74



5.50Current year trend rate


8.00



9.00Ultimate trend rate


5.00



5.00Year ultimate trend rate reached


2009



2009     ExpectedBenefitYear Ending September 30,

Payments2008

$
582009


762010


852011


1022012


1022013 through 2017

$
539  49




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  H.
    Long-Term
    Debt    September 30,2007


2006US Revolver

$
2,000


$
3,000UK Revolver


4,710



2,434UK Term Loan


7,986



9,550Deferred acquisition payable


15,075



20,273Industrial development revenue bonds


6,000



6,400Capital lease obligations


65



115Other borrowings






624Subtotal long-term debt and capital lease obligations


35,836



42,396Less current portion


(8,464
)


(8,510
)Total long-term debt and capital lease obligations

$
27,372


$
33,886     Long-TermDebt


CapitalYear Ending September 30,

Maturities


Leases


Total2008

$
8,421


$
43


$
8,4642009


8,077



22



8,0992010


14,473







14,4732011


400







4002012


400







400Thereafter


4,000







4,000Total long-term debt maturities

$
35,771


$
65


$
35,836   US and
    UK Revolvers
  ®
   50




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      UK
    Term Loan
    Deferred
    Acquisition Payable
  ®
  Industrial
    Development Revenue Bonds
     51




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Capital
    Leases and Other
    I.
    Income
    Taxes    September 30,2007


2006Current deferred income taxes:Gross assets

$
6,093


$
4,044Gross liabilities


(4,195
)


(2,774
)Net current deferred income tax asset


1,898



1,270Noncurrent deferred income taxes:Gross assets


2,819



3,026Gross liabilities


(1,217
)


(1,388
)Net noncurrent deferred income tax asset (liability)


1,602



1,638Net deferred income tax asset

$
3,500


$
2,908       September 30,2007


2006Allowance for doubtful accounts

$
505


$
234Stock-based compensation


171



507Reserve for accrued employee benefits


1,727



1,429Warranty reserves


1,533



888Uncompleted long-term contracts


(4,195
)


(2,774
)Depreciation and amortization


322



113Deferred compensation


829



623Postretirement benefits liability


456



449Accrued legal


101



165Uniform capitalization and inventory


2,092



1,269Software development costs


(474
)


(472
)Other


433



477Net deferred income tax asset

$
3,500


$
2,908  52




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Year


11 Months


YearEnded


Ended


EndedSeptember 30,


September 30,


October 31,2007


2006


2005Current:Federal

$
3,904


$
4,294


$
308State


641



583



35Foreign


1,626



1,235



713Deferred


(703
)


(1,503
)


(124
)Total income tax provision

$
5,468


$
4,609


$
932     Year


11 Months


YearEnded


Ended


EndedSeptember 30,


September 30,


October 31,2007


2006


2005Statutory rate


35
%


35
%


34
%Revised state tax exposure










1State income taxes, net of federal benefit


3



3



3Federal extraterritorial income exclusion






(1
)


(12
)Non-taxable interest income






(1
)


(7
)Other permanent tax items


(2
)






15Foreign rate differential


(1
)


(1
)


Other










(1
)Effective rate


35
%


35
%


33
%          53




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  J.
    Goodwill
    and Other Intangible Assets  Goodwill and Other Intangible Assets.
      September 30, 2007


September 30, 2006Historical


Accumulated


Historical


AccumulatedCost


Amortization


Cost


AmortizationGoodwill not subject to amortization

$
1,265


$
181


$
1,265


$
181Intangible assets subject to amortization:Supply agreement 
    Power/Vac®


17,580



1,367



17,570



195Non-compete agreements


4,170



975



4,170



142Patents and Trademarks


830



744



830



665Tradenames and unpatented technology


12,444



3,077



12,113



1,418Deferred loan costs


809



465



809



269$
37,098


$
6,809


$
36,757


$
2,870     Years Ending September 30,

Total2008

$
3,8592009


3,7072010


3,6772011


3,5212012


2,717   K.
    Commitments
    and Contingencies  Long-Term
    Debt
   54




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Leases
    OperatingYears Ending September 30,

Leases2008

$
2,1332009


1,8992010


1,6262011


1,4772012


1,259Thereafter


1,460Total lease commitments

$
9,854     Letters
    of Credit and Bonds
      Litigation
    Other
    Contingencies
   55




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      L.
    Business
    Segments    ®
     56




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      Year


11 Months


YearEnded


Ended


EndedSeptember 30,


September 30,


October 31,2007


2006


2005Revenues:Electrical Power Products

$
541,584


$
347,928


$
220,123Process Control Systems


22,698



26,619



36,522Total

$
564,282


$
374,547


$
256,645Gross profit:Electrical Power Products

$
89,044


$
61,493


$
32,735Process Control Systems


6,547



7,565



10,499Total

$
95,591


$
69,058


$
43,234Income (loss) before income taxes and minority interest:Electrical Power Products

$
14,781


$
11,273


$
(1,064
)Process Control Systems


621



1,742



3,890Total

$
15,402


$
13,015


$
2,826   September 30,2007


2006Identifiable tangible assets:Electrical Power Products

$
279,901


$
238,125Process Control Systems


7,365



8,813Corporate


23,460



11,853Total

$
310,726


$
258,791    57




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Geographic
    Information
    Year


11 Months


YearEnded


Ended


EndedSeptember 30,


September 30,


October 31,2007


2006


2005Europe (including former Soviet Union)

$
28,118


$
24,788


$
6,346Far East


27,600



32,722



18,729Middle East and Africa


58,879



29,278



10,103North, Central and South America (excluding U.S.)


76,964



24,676



29,762United States


372,721



263,083



191,705Total revenues

$
564,282


$
374,547


$
256,645     September 30,2007


2006Long-lived assets:United States

$
57,110


$
50,994United Kingdom


10,240



9,290Other


51



52Total

$
67,401


$
60,336     M.
    Quarterly
    Results of Operations (Unaudited)    2007 QuartersFirst


Second


Third


Fourth


2007Revenues

$
122,776


$
141,912


$
149,131


$
150,463


$
564,282Gross profit


20,090



22,765



27,426



25,310



95,591Net income


2,029



2,254



3,170



2,460



9,913Basic earnings per share


0.19



0.20



0.29



0.22



0.90Diluted earnings per share


0.18



0.20



0.28



0.22



0.88   2006 QuartersFirst


Second


Third


Fourth (A)


2006 (A)Revenues

$
83,813


$
98,431


$
104,021


$
88,282


$
374,547Gross profit


14,373



20,211



18,772



15,702



69,058Net income


832



3,801



1,550



2,226



8,409Basic earnings per share


0.08



0.35



0.14



0.20



0.77Diluted earnings per share


0.08



0.34



0.14



0.20



0.76  58




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    (A)
    
    The fourth quarter of 2006 includes two months of data and 2006
    fiscal year includes 11 months of data, as we changed our
    fiscal year end from October 31 to September 30 effective
    September 30, 2006.    N.
    Consolidation
    of Operations     59




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
    Rules 13a-15(e) 15d-15(e)
  Managements
    Report on Internal Control Over Financial Reporting
  Rule 13a-15(f)
      Changes
    in Internal Control over Financial Reporting
   60




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##### Table of Contents



Remediation
    of Material Weakness Undertook
    
    Appropriate reconciliation procedures for received goods payable
    and
    work-in-process
    inventory accounts have been implemented.
    Management established a new position of controller for the
    Companys domestic Electrical Power Products business
    segment to enhance the financial and operating review process
    and oversight of the divisions in this segment.
    In January 2007, a new controller joined the division where the
    control deficiency occurred.    Item 9B.
    Other
    Information    PART III
  Item 10.
    Directors,
    Executive Officers and Corporate Governance    www.powellind.com Form 8-K
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence   61




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##### Table of Contents



Item 14.
    Principal
    Accountant Fees and Services    PART IV
  Item 15.
    Exhibits
    and Financial Statement Schedules  Financial Statements.
  Financial Statement Schedule.
  Exhibits.
  Number



Description of Exhibits2
.1



Agreement for the sale and purchase of certain assets and the
    assumption of certain liabilities of Switchgear &
    Instrumentation Limited, dated July 4, 2005 (filed as
    Exhibit 2.1 to our
    Form 8-K
    filed July 6, 2005, and incorporated herein by reference).2
.2



Agreement for the sale of freehold land at Ripley Road,
    Bradford, dated July 4, 2005 (filed as Exhibit 2.2 to
    our
    Form 8-K
    filed July 6, 2005, and incorporated herein by reference).**2
.3



Asset Purchase Agreement between the Company and General
    Electric Company dated August 7, 2006 (filed as
    Exhibit 2.1 to our
    Form 8-K
    filed August 9, 2006, and incorporated herein by reference).3
.1



Certificate of Incorporation of Powell Industries, Inc. filed
    with the Secretary of State of the State of Delaware on
    February 11, 2004 (filed as Exhibit 3.1 to our
    Form 8-A/A
    filed November 1, 2004, and incorporated herein by
    reference).3
.2



By-laws of Powell Industries, Inc. (filed as Exhibit 3.2 to
    our
    Form 8-A/A
    filed November 1, 2004, and incorporated herein by
    reference).10
.1



Powell Industries, Inc., Incentive Compensation Plan (filed as
    Exhibit 10.1 to our
    Form 10-K
    for the fiscal year ended October 31, 2003, and
    incorporated herein by reference).10
.2



Description of Supplemental Executive Benefit Plan (filed as
    Exhibit 10 to our
    Form 10-K
    for the fiscal year ended October 31, 1984, and
    incorporated herein by reference).10
.3



1992 Powell Industries, Inc. Stock Option Plan (filed as an
    exhibit to our preliminary proxy statement dated
    January 24, 1992, and incorporated herein by reference).10
.4



Amendment to 1992 Powell Industries, Inc. Stock Option Plan
    (filed as Exhibit 10.8 to our
    Form 10-Q
    for the quarter ended April 30, 1996, and incorporated
    herein by reference).10
.5



Amendment to 1992 Powell Industries, Inc. Stock Option Plan (the
    cover of the 1992 Powell Industries, Inc. Stock Option Plan has
    been noted to reflect the increase in the number of shares
    authorized for issuance under the Plan from 2,100,000 to
    2,700,000, which increase was approved by the stockholders of
    the Company at the 2005 Annual Meeting of Stockholders).10
.6



Powell Industries, Inc. Directors Fees Program (filed as
    Exhibit 10.7 to our
    Form 10-K
    for the fiscal year ended October 31, 1992, and
    incorporated herein by reference).10
.7



Powell Industries, Inc. Executive Severance Protection Plan
    (filed as Exhibit 10.7 to our
    Form 10-K
    for the fiscal year ended October 31, 2002, and
    incorporated herein by reference).10
.8



Powell Industries, Inc. Non-Employee Directors Stock Option Plan
    (filed as Exhibit 10.9 to our
    Form 10-K
    for the fiscal year ended October 31, 2002, and
    incorporated herein by reference).10
.9



Powell Industries, Inc. Deferred Compensation Plan (filed as
    Exhibit 10.9 to our
    Form 10-K
    for the fiscal year ended October 31, 2002, and
    incorporated herein by reference).10
.10



Powell Industries, Inc. Non-Employee Director Restricted Stock
    Plan (filed as Exhibit 10.10 to our
    Form 10-K
    for the fiscal year ended October 31, 2005, and
    incorporated herein by reference). 62




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##### Table of Contents



Number



Description of Exhibits10
.11



Amended Loan Agreement dated October 29, 2004, between
    Powell Industries, Inc. and Bank of America, N.A. (filed as
    Exhibit 10.10 to our
    Form 10-K
    for the fiscal year ended October 31, 2004, and
    incorporated herein by reference).10
.12



Credit and Reimbursement Agreement dated April 15, 2004,
    between Powell Industries, Inc. and Bank of America, N.A. (filed
    as Exhibit 10.11 to our
    Form 10-K
    for the fiscal year ended October 31, 2004, and
    incorporated herein by reference).10
.13



Credit Agreement dated June 29, 2005 among Powell
    Industries, Inc., Inhoco 3210 Limited and Switchgear &
    Instrumentation Properties Limited, and Bank of America and the
    other lenders parties thereto (filed as Exhibit 10.1 to our
    Form 8-K
    filed July 6, 2005, and incorporated herein by reference).10
.14



First Amendment to Credit Agreement dated November 7, 2005
    among Powell Industries, Inc., Inhoco 3210 Limited (n/k/a
    Switchgear & Instrumentation Limited),
    Switchgear & Instrumentation Properties Limited, Bank
    of America, N.A., and the other lenders parties thereto (filed
    as Exhibit 10.14 to our
    Form 10-K
    for the fiscal year ended October 31, 2005, and
    incorporated herein by reference).10
.15



Second Amendment to Credit Agreement dated January 11, 2006
    among Powell Industries, Inc., Switchgear &
    Instrumentation Limited, Switchgear & Instrumentation
    Properties Limited, Bank of America, N.A., and the other lenders
    parties thereto (filed as Exhibit 10.15 to our
    Form 10-K
    for the fiscal year ended October 31, 2005, and
    incorporated herein by reference).10
.16



Third Amendment to Credit Agreement dated August 4, 2006
    among Powell Industries, Inc., Switchgear &
    Instrumentation Limited, Switchgear & Instrumentation
    Properties Limited, Bank of America, N.A., and the other lenders
    parties thereto (filed as Exhibit 10.3 to our
    Form 8-K
    filed August 9, 2006, and incorporated herein by reference).10
.17



Fourth Amendment to Credit Agreement dated December 7, 2006
    among Powell Industries, Inc., Switchgear &
    Instrumentation Limited, Switchgear & Instrumentation
    Properties Limited, Bank of America, N.A., and the other lenders
    parties thereto (filed as Exhibit 10.17 to our Transition
    report on
    Form 10-K
    for the fiscal year ended September 30, 2006, and
    incorporated herein by reference).10
.18



Banking facilities between HSBC Bank plc and
    Switchgear & Instrumentation Limited and
    Switchgear & Instrumentation Properties Limited dated
    September 12, 2005 (filed as Exhibit 10.16 to our
    Form 10-K
    for the fiscal year ended October 31, 2005, and
    incorporated herein by reference).**10
.19



Powell Supply Agreement between the Company and General Electric
    Company dated August 7, 2006 (filed as Exhibit 10.1 to
    our
    Form 8-K
    filed August 9, 2006, and incorporated herein by reference).10
.20



Lease Agreement between the Company and C&L Partnership,
    Ltd. dated April 19, 2006 (filed as Exhibit 10.2 to
    our
    Form 8-K
    filed August 9, 2006, and incorporated herein by reference).*21
.1



Subsidiaries of Powell Industries, Inc.*23
.2



Consent of PricewaterhouseCoopers, LLP.*31
.1



Certification of Chief Executive Officer pursuant to
    Rule 13a-14(a)/15d-14(a).*31
.2



Certification of Chief Financial Officer pursuant to
    Rule 13a-14(a)/15d-14(a).*32
.1



Certification of Chief Executive Officer Pursuant to
    Section 18 U.S.C. Section 1350, as Adopted
    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*32
.2



Certification of Chief Financial Officer Pursuant to
    Section 18 U.S.C. Section 1350, as Adopted
    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.     *
    
    Filed herewith**
    
    Portions of this exhibit have been omitted based on a request
    for confidential treatment pursuant to
    Rule 24b-2
    of the Securities Exchange Act of 1934. Such omitted portions
    have been filed separately with the Commission. 63




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##### Table of Contents



SIGNATURES
      By:
    /s/  Thomas
    W. Powell      By:
    /s/  Don
    R. Madison         Signature

Title/s/  Thomas
    W. PowellThomas
    W. Powell

Chairman of the Board/s/  Joseph
    L. BechererJoseph
    L. Becherer

Director/s/  Eugene
    L. ButlerEugene
    L. Butler

Director/s/  James
    F. ClarkJames
    F. Clark

Director/s/  Stephen
    W. Seale, Jr.Stephen
    W. Seale, Jr.

Director/s/  Robert
    C. TranchonRobert
    C. Tranchon

Director/s/  Ronald
    J. WolnyRonald
    J. Wolny

Director    64




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##### Table of Contents



EXHIBIT INDEX
  Number



Exhibit Title2
.1



Agreement for the sale and purchase of certain assets and the
    assumption of certain liabilities of Switchgear &
    Instrumentation Limited, dated July 4, 2005 (filed as
    Exhibit 2.1 to our
    Form 8-K
    filed July 6, 2005, and incorporated herein by reference).2
.2



Agreement for the sale of freehold land at Ripley Road,
    Bradford, dated July 4, 2005 (filed as Exhibit 2.2 to
    our
    Form 8-K
    filed July 6, 2005, and incorporated herein by reference).**2
.3



Asset Purchase Agreement between the Company and General
    Electric Company dated August 7, 2006 (filed as
    Exhibit 2.1 to our
    Form 8-K
    filed August 9, 2006, and incorporated herein by reference).3
.1



Certificate of Incorporation of Powell Industries, Inc. filed
    with the Secretary of State of the State of Delaware on
    February 11, 2004 (filed as Exhibit 3.1 to our
    Form 8-A/A
    filed November 1, 2004, and incorporated herein by
    reference).3
.2



By-laws of Powell Industries, Inc. (filed as Exhibit 3.2 to
    our
    Form 8-A/A
    filed November 1, 2004, and incorporated herein by
    reference).10
.1



Powell Industries, Inc., Incentive Compensation Plan (filed as
    Exhibit 10.1 to our
    Form 10-K
    for the fiscal year ended October 31, 2003, and
    incorporated herein by reference).10
.2



Description of Supplemental Executive Benefit Plan (filed as
    Exhibit 10 to our
    Form 10-K
    for the fiscal year ended October 31, 1984, and
    incorporated herein by reference).10
.3



1992 Powell Industries, Inc. Stock Option Plan (filed as an
    exhibit to our preliminary proxy statement dated
    January 24, 1992, and incorporated herein by reference).10
.4



Amendment to 1992 Powell Industries, Inc. Stock Option Plan
    (filed as Exhibit 10.8 to our
    Form 10-Q
    for the quarter ended April 30, 1996, and incorporated
    herein by reference).10
.5



Amendment to 1992 Powell Industries, Inc. Stock Option Plan (the
    cover of the 1992 Powell Industries, Inc. Stock Option Plan has
    been noted to reflect the increase in the number of shares
    authorized for issuance under the Plan from 2,100,000 to
    2,700,000, which increase was approved by the stockholders of
    the Company at the 2005 Annual Meeting of Stockholders).10
.6



Powell Industries, Inc. Directors Fees Program (filed as
    Exhibit 10.7 to our
    Form 10-K
    for the fiscal year ended October 31, 1992, and
    incorporated herein by reference).10
.7



Powell Industries, Inc. Executive Severance Protection Plan
    (filed as Exhibit 10.7 to our
    Form 10-K
    for the fiscal year ended October 31, 2002, and
    incorporated herein by reference).10
.8



Powell Industries, Inc. Non-Employee Directors Stock Option Plan
    (filed as Exhibit 10.9 to our
    Form 10-K
    for the fiscal year ended October 31, 2002, and
    incorporated herein by reference).10
.9



Powell Industries, Inc. Deferred Compensation Plan (filed as
    Exhibit 10.9 to our
    Form 10-K
    for the fiscal year ended October 31, 2002, and
    incorporated herein by reference).10
.10



Powell Industries, Inc. Non-Employee Director Restricted Stock
    Plan (filed as Exhibit 10.10 to our
    Form 10-K
    for the fiscal year ended October 31, 2005, and
    incorporated herein by reference).10
.11



Amended Loan Agreement dated October 29, 2004, between
    Powell Industries, Inc. and Bank of America, N.A. (filed as
    Exhibit 10.10 to our
    Form 10-K
    for the fiscal year ended October 31, 2004, and
    incorporated herein by reference).10
.12



Credit and Reimbursement Agreement dated April 15, 2004,
    between Powell Industries, Inc. and Bank of America, N.A. (filed
    as Exhibit 10.11 to our
    Form 10-K
    for the fiscal year ended October 31, 2004, and
    incorporated herein by reference).10
.13



Credit Agreement dated June 29, 2005 among Powell
    Industries, Inc., Inhoco 3210 Limited, and
    Switchgear & Instrumentation Properties Limited, and
    Bank of America and the other lenders parties thereto (filed as
    Exhibit 10.1 to our
    Form 8-K
    filed July 6, 2005, and incorporated herein by reference).10
.14



First Amendment to Credit Agreement dated November 7, 2005
    among Powell Industries, Inc., Inhoco 3210 Limited (n/k/a
    Switchgear & Instrumentation Limited.),
    Switchgear & Instrumentation Properties Limited, Bank
    of America, N.A., and the other lenders parties thereto (filed
    as Exhibit 10.14 to our
    Form 10-K
    for the fiscal year ended October 31, 2005, and
    incorporated herein by reference). 65




---



##### Table of Contents



Number



Exhibit Title10
.15



Second Amendment to Credit Agreement dated January 11, 2006
    among Powell Industries, Inc., Switchgear &
    Instrumentation Limited, Switchgear & Instrumentation
    Properties Limited, Bank of America, N.A., and the other lenders
    parties thereto (filed as Exhibit 10.15 to our
    Form 10-K
    for the fiscal year ended October 31, 2005, and
    incorporated herein by reference).10
.16



Third Amendment to Credit Agreement dated August 4, 2006
    among Powell Industries, Inc., Switchgear &
    Instrumentation Limited, Switchgear & Instrumentation
    Properties Limited, Bank of America, N.A., and the other lenders
    parties thereto (filed as Exhibit 10.3 to our
    Form 8-K
    filed August 9, 2006, and incorporated herein by reference).10
.17



Fourth Amendment to Credit Agreement dated December 7, 2006
    among Powell Industries, Inc., Switchgear &
    Instrumentation Limited, Switchgear & Instrumentation
    Properties Limited, Bank of America, N.A., and the other lenders
    parties thereto (filed as Exhibit 10.17 to our Transition
    report on
    Form 10-K
    for the fiscal year ended September 30, 2006, and
    incorporated herein by reference).10
.18



Banking facilities between HSBC Bank plc and
    Switchgear & Instrumentation Limited and
    Switchgear & Instrumentation Properties Limited dated
    September 12, 2006 (filed as Exhibit 10.16 to our
    Form 10-K
    for the fiscal year ended October 31, 2005, and
    incorporated herein by reference).**10
.19



Powell Supply Agreement between the Company and General Electric
    Company dated August 7, 2006 (filed as Exhibit 10.1 to
    our
    Form 8-K
    filed August 9, 2006, and incorporated herein by reference).10
.20



Lease Agreement between the Company and C&L Partnership,
    Ltd. dated April 19, 2006 (filed as Exhibit 10.2 to
    our
    Form 8-K
    filed August 9, 2006, and incorporated herein by reference).*21
.1



Subsidiaries of Powell Industries, Inc.*23
.2



Consent of PricewaterhouseCoopers, LLP.*31
.1



Certification of Chief Executive Officer pursuant to
    Rule 13a-14(a)/15d-14(a).*31
.2



Certification of Chief Financial Officer pursuant to
    Rule 13a-14(a)/15d-14(a).*32
.1



Certification of Chief Executive Officer Pursuant to
    Section 18 U.S.C. Section 1350, as Adopted
    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*32
.2



Certification of Chief Financial Officer Pursuant to
    Section 18 U.S.C. Section 1350, as Adopted
    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.     *
    
    Filed herewith**
    
    Portions of this exhibit have been omitted based on a request
    for confidential treatment pursuant to
    Rule 24b-2
    of the Securities Exchange Act of 1934. Such omitted portions
    have been filed separately with the Commission. 66