##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, 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, 2008ORo

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
  12b-2
  o Large
    accelerated filer
    þ Accelerated
    filer
    oNon-accelerated
    filer
    o Smaller
    reporting company   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

15Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk

26Item 8.

Financial Statements and Supplementary Data

27Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure

60Item 9A.

Controls and Procedures

60Item 9B.

Other Information

60PART 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

61PART IVItem 15.

Exhibits and Financial Statement Schedules

61Signatures

64EX-10.24EX-21.1EX-23.2EX-31.1EX-31.2EX-32.1EX-32.2   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
    engineered-to-order
  www.powellind.com Form 10-K, Form 10-Q, Form 8-K
  11-month
    15-year ® ® ®
   4




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##### Table of Contents



Electrical
    Power Products
  engineered-to-order
  ® ®
    engineered-to-order
  Customers
    and Markets
     5




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##### Table of Contents



Competition
  engineered-to-order engineered-to-order
  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    The
    current worldwide financial crisis and economic downturn may
    likely affect our customer base and suppliers, and could
    materially affect our backlog and profits.
   8




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##### Table of Contents



The
    U.S. governments proposed plan to address the financial
    crises may not be effective to stabilize the financial markets
    or to increase the availability of credit.
    Our
    industry is highly competitive.
    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.
  percentage-of-completion percentage-of-completion
 9




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##### Table of Contents



Our
    dependence upon fixed-price contracts could result in reduced
    profits or, in some cases, losses, if costs increase above our
    estimates.
  percentage-of-completion
  Our
    acquisition strategy involves a number of risks.
      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.
     10




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##### Table of Contents



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.
    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.
   11




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##### Table of Contents



Technological
    innovations by competitors may make existing products and
    production methods obsolete.
    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   month-to-month
  Item 3.
    Legal
    Proceedings   12




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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 2007:First Quarter

$
33.60


$
20.63Second Quarter


33.73



27.78Third Quarter


37.25



27.05Fourth Quarter


38.10



30.26Fiscal Year 2008:First Quarter

$
47.00


$
37.51Second Quarter


45.76



35.47Third Quarter


55.50



38.50Fourth Quarter


57.98



37.34       Dividend
    Policy
   13




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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.,
    INDUSTRIAL ELECTRICAL EQUIPMENT AND NASDAQ MARKET
    INDEX
  
  Item 6.
    Selected
    Financial Data  11-month
  ®
   14




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##### Table of Contents



11 MonthsEnded


Years EndedYears Ended September 30,


September 30,


October 31,2008


2007


2006


2005


2004(In thousands, except per share data)Statements of Operations:Revenues

$
638,704


$
564,282


$
374,547


$
256,645


$
206,142Cost of goods sold


512,298



468,691



305,489



213,411



170,165Gross profit


126,406



95,591



69,058



43,234



35,977Selling, general and administrative expenses


84,001



77,246



55,345



41,846



35,357Gain on sale of land and building














(1,052
)


Income before interest, income taxes, minority interest


42,405



18,345



13,713



2,440



620Interest expense (income), net


2,537



2,943



698



(386
)


(744
)Income tax provision (benefit)


14,072



5,468



4,609



932



(282
)Minority interest


(51
)


21



(3
)


63



(23
)Net income

$
25,847


$
9,913


$
8,409


$
1,831


$
1,669Basic earnings per share

$
2.29


$
0.90


$
0.77


$
0.17


$
0.16Diluted earnings per share

$
2.26


$
0.88


$
0.76


$
0.17


$
0.15   As of September 30,


As of October 31,2008


2007


2006


2005


2004(In thousands)Balance Sheet Data:Cash and cash equivalents

$
10,134


$
5,257


$
10,495


$
24,844


$
8,974Marketable securities














8,200



54,208Property, plant and equipment, net


61,546



67,401



60,336



55,678



45,041Total assets


397,634



341,015



292,678



226,778



196,079Long-term debt and capital lease obligations, including current
    maturities


41,758



35,836



42,396



21,531



7,100Total stockholders equity


206,874



173,549



156,931



143,994



139,835Total liabilities and stockholders equity

$
397,634


$
341,015


$
292,678


$
226,778


$
196,079   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations    Overview
  engineered-to-order
 15




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##### Table of Contents



®
  ® 15-year ® long-term ®
    Results
    of Operations
  Twelve
    Months Ended September 30, 2008 (Fiscal 2008)
    Compared to Twelve Months Ended September 30, 2007 (Fiscal
    2007)
  Revenue
    and Gross Profit
    Electrical
    Power Products
    ®
 16




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##### Table of Contents



Process
    Control Systems
      Consolidated
    Selling, General and Administrative Expenses
    Interest
    Income and Expense
      Provision
    for Income Taxes
      Net
    Income
    Backlog
    Fiscal
    2007 Compared to Eleven Months Ended September 30, 2006
    (Fiscal 2006)
  Revenue
    and Gross Profit
  ® ®
 17




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##### Table of Contents



Electrical
    Power Products
  ®
  ® ®
  Process
    Control Systems
      Consolidated
    Selling, General and Administrative Expenses
  ®
  Interest
    Income and Expense
  ®
   18




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##### Table of Contents



Provision
    for Income Taxes
      Net
    Income
  ®
  Backlog
    Liquidity
    and Capital Resources
       19




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##### Table of Contents



Operating
    Activities
    Investing
    Activities
  ®
      Financing
    Activities
    Contractual
    Obligations
    Long-Term


Capital


OperatingAs of September 30, 2008

Debt


Lease


LeasePayments Due by Period:

Obligations


Obligations


Obligations


TotalLess than 1 year

$
9,019


$
13


$
2,995


$
12,0271 to 3 years


32,010







5,273



37,2833 to 5 years


860







3,688



4,548More than 5 years


3,872







587



4,459Total long-term contractual obligations

$
45,761


$
13


$
12,543


$
58,317  20




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##### Table of Contents



Other
    Commercial Commitments
    As of September 30, 2008,

Letters ofPayments Due by Period:

CreditLess than 1 year

$
18,9131 to 3 years


11,8623 to 5 years


More than 5 years


515Total long-term commercial obligations

$
31,290     Outlook
    for Fiscal 2009
  ®
       21




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##### Table of Contents



Effects
    of Inflation
    Critical
    Accounting Policies and Estimates
    Revenue
    Recognition
  percentage-of-completion 81-1, Accounting for Performance of Construction-Type and Certain
    Production-Type Contracts (SOP 81-1).
  percentage-of-completion percentage-of-completion
  Revenue Recognition, Revised and Updated.
  Allowance
    for Doubtful Accounts
   22




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##### Table of Contents



Impairment
    of Long-Lived Assets
    Intangible
    Assets
  Goodwill and Other
    Intangible Assets.
  Accruals
    for Contingent Liabilities
    Warranty
    Costs
    Accounting
    for Income Taxes
    Accounting for Uncertainty in Income Taxes  an
    Interpretation of FASB Statement No. 109
 23




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##### Table of Contents



Foreign
    Currency Translation
  Foreign Currency Translation.
  Hedging
    Activities
  Accounting for Derivative Instruments
    and Hedging Activities
  New
    Accounting Pronouncements
  Fair Value Measurements
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities, including an amendment of FASB Statement
    No. 115
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of Accounting Research
    Bulletin 51
 24




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##### Table of Contents



No. FAS 142-3, Determination of the Useful Life of Intangible Assets FAS 142-3). FAS 142-3 Goodwill and Other Intangible
    Assets FAS 142-3 FAS 142-3 FAS 142-3
  The
    Hierarchy of Generally Accepted Accounting Principles The Meaning of Present Fairly in Conformity
    with Generally Accepted Accounting Principles
  No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based
    Payment Transactions Are Participating Securities EITF 03-6-1). EITF 03-6-1 Earnings per Share. EITF 03-6-1 EITF 03-6-1 EITF 03-6-1
  No. FAS 157-3, Determining the Fair Value of a Financial Asset in a Market
    That is Not Active FAS 157-3). FAS 157-3 FAS 157-3 FAS 157-3 FAS 157-3 Accounting Changes and Error
    Corrections
 25




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##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Interest
    Rate Risk
    Foreign
    Currency Transaction Risk
      Commodity
    Price Risk
  contract-by-contract
  Market
    Risk
   26




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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


28Consolidated Balance Sheets as of
    September 30, 2008 and 2007


29Consolidated Statements of Operations for the
    Years Ended September 30, 2008 and 2007 and 11 Months
    Ended September 30, 2006


30Consolidated Statements of Stockholders
    Equity for the Years Ended September 30, 2008 and 2007 and
    11 Months Ended September 30, 2006


31Consolidated Statements of Cash Flows for the
    Years Ended September 30, 2008 and 2007 and 11 Months
    Ended September 30, 2006


32Notes to Consolidated Financial Statements


33  27




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM     Internal Control  Integrated Framework
        
    28




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
 (In thousands, except share and per share data)
  September 30,2008


2007ASSETSCurrent Assets:Cash and cash equivalents

$
10,134


$
5,257Accounts receivable, less allowance for doubtful accounts of
    $1,180 and $1,739, respectively


132,446



107,717Costs and estimated earnings in excess of billings on
    uncompleted contracts


82,574



69,442Inventories, net


72,679



47,789Income taxes receivable


149



548Deferred income taxes


1,518



1,898Prepaid expenses and other current assets


3,935



4,235Total Current Assets


303,435



236,886Property, plant and equipment, net


61,546



67,401Goodwill


1,084



1,084Intangible assets, net


25,014



28,861Other assets


6,555



6,783Total Assets

$
397,634


$
341,015LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Current maturities of long-term debt and capital lease
    obligations

$
7,814


$
8,464Income taxes payable


7,223



1,669Accounts payable


54,168



65,225Accrued salaries, bonuses and commissions


26,361



19,010Billings in excess of costs and estimated earnings on
    uncompleted contracts


39,336



25,924Accrued product warranty


6,793



5,787Other accrued expenses


11,041



9,533Total Current Liabilities


152,736



135,612Long-term debt and capital lease obligations, net of current
    maturities


33,944



27,372Deferred compensation


2,821



3,155Postretirement benefit obligation


807



942Other liabilities


204



87Total Liabilities


190,512



167,168Commitments and Contingencies (Note K)Minority Interest


248



298Stockholders Equity:Preferred stock, par value $.01; 5,000,000 shares
    authorized; none issued






Common stock, par value $.01; 30,000,000 shares authorized;
    11,403,687 and 11,143,866 shares issued, respectively;
    11,403,687 and 11,143,866 shares outstanding, respectively


114



111Additional paid-in capital


26,921



16,854Retained earnings


180,244



154,572Accumulated other comprehensive income


335



2,557Deferred compensation


(740
)


(545
)Total Stockholders Equity


206,874



173,549Total Liabilities and Stockholders Equity

$
397,634


$
341,015    29




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
 (In thousands, except per share data)
  11 MonthsYear Ended


EndedSeptember 30,


September 30,2008


2007


2006Revenues

$
638,704


$
564,282


$
374,547Cost of goods sold


512,298



468,691



305,489Gross profit


126,406



95,591



69,058Selling, general and administrative expenses


84,001



77,246



55,345Income before interest, income taxes and minority interest


42,405



18,345



13,713Interest expense


2,892



3,501



1,625Interest income


(355
)


(558
)


(927
)Income before income taxes and minority interest


39,868



15,402



13,015Income tax provision


14,072



5,468



4,609Minority interest in net income (loss)


(51
)


21



(3
)Net income

$
25,847


$
9,913


$
8,409Net earnings per common share:Basic

$
2.29


$
0.90


$
0.77Diluted

$
2.26


$
0.88


$
0.76Weighted average shares:Basic


11,265



11,045



10,876Diluted


11,452



11,233



11,089    30




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##### Table of Contents



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

















Compre-Compre-








Additional








hensive


Deferredhensive


Common Stock


Paid-in


Retained


Treasury


Income


Compen-Income


Shares


Amount


Capital


Earnings


Stock


(Loss)


sation


TotalBalance, 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
)


173,549Net income


25,847















25,847















25,847Foreign currency translation adjustments


(2,395
)






















(2,395
)






(2,395
)Amortization of deferred compensation-ESOP






























387



387Exercise of stock options






239



3



4,234



















4,237Stock-based compensation














2,166



















2,166Income tax benefit from stock options exercised














2,510



















2,510Amortization of restricted stock














290















134



424Deferred compensation  restricted stock






7







111



















111Issuance of restricted stock






14







716















(716
)


Adjustment from adoption of FIN 48














40



(175
)














(135
)SFAS No. 158 postretirement benefit adjustment, net of
    tax of $97


173























173







173Total comprehensive income


23,625















25,847







(2,222
)






23,625Balance, September 30, 2008






11,404


$
114


$
26,921


$
180,244


$



$
335


$
(740
)

$
206,874    31




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 (In thousands)
  11 MonthsYear Ended


EndedSeptember 30,


September 30,2008


2007


2006Operating Activities:Net income

$
25,847


$
9,913


$
8,409Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:Depreciation


8,133



7,688



5,188Amortization


3,740



3,876



1,310Amortization of unearned restricted stock


425



296



240Minority interest earnings (loss)


(51
)


21



(3
)Gain (loss) on disposition of assets


61



312



(20
)Stock-based compensation


2,167



651



1,989Bad debt expense


637



1,192



477Deferred income taxes


318



(592
)


(1,503
)Changes in operating assets and liabilities:Accounts receivable, net


(27,146
)


578



(42,278
)Costs and estimated earnings in excess of billings on
    uncompleted contracts


(14,062
)


(25,945
)


(7,514
)Inventories


(25,513
)


(19,148
)


(6,531
)Prepaid expenses and other current assets


657



(2,354
)


2,212Other assets






(1,530
)


1,093Accounts payable and income taxes payable


(4,916
)


18,657



23,064Accrued liabilities


10,422



7,877



8,369Billings in excess of costs and estimated earnings on
    uncompleted contracts


13,773



8,883



898Deferred compensation


164



1,781



152Other liabilities


156



4



(207
)Net cash provided by (used in) operating activities


(5,188
)


12,160



(4,655
)Investing Activities:Proceeds from sale of fixed assets






175



817Purchases of property, plant and equipment


(3,428
)


(14,338
)


(8,435
)Proceeds from sale of short-term auction rate securities










8,200Louisiana acquisition










(1,524
)Power/Vac®

    acquisition










(9,745
)Net cash used in investing activities


(3,428
)


(14,163
)


(10,687
)Financing Activities:Borrowings on US revolving line of credit


229,480



69,385



7,746Payments on US revolving line of credit


(212,480
)


(70,385
)


(4,746
)Borrowings on UK revolving line of credit






2,276



Payments on UK revolving line of credit


(1,596
)


(1,143
)


(2,037
)Payments on UK term loan


(2,343
)


(1,564
)


(1,669
)Payments on capital lease obligations


(52
)


(52
)


(82
)Proceeds from short-term financing










944Payments on short-term financing






(623
)


(320
)Payments on industrial development revenue bonds


(400
)


(400
)


Payments on deferred acquisition payable


(5,563
)


(5,198
)


Debt issuance costs










(75
)Proceeds from exercise of stock options


4,236



3,264



778Tax benefit from exercise of stock options


2,510



393



204Net cash (used in) provided by financing activities


13,792



(4,047
)


743Net increase (decrease) in cash and cash equivalents


5,176



(6,050
)


(14,599
)Effect of exchange rate changes on cash and cash equivalents


(299
)


812



250Cash and cash equivalents at beginning of year


5,257



10,495



24,844Cash and cash equivalents at end of year

$
10,134


$
5,257


$
10,495    32




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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
   33




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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):
  11 MonthsYear Ended


EndedSeptember 30,


September 30,2008


2007


2006Cash paid (received) during the period for:Interest

$
1,447


$
1,309


$
2,113Income taxes, net of refunds


3,641



2,392



4,395Non-cash investing and financing activities:Deferred acquisition payable










20,273   Fair
    Value of Financial Instruments
      Accounts
    Receivable
    Costs
    and Estimated Earnings in Excess of Billings on Uncompleted
    Contracts
     34




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##### 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
   35




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Accounting for Uncertainty in Income Taxes  an
    Interpretation of FASB Statement No. 109
  Revenue
    Recognition
  81-1, Accounting for Performance of Construction-Type and Certain
    Production-Type Contracts (SOP 81-1).
    Revenue Recognition, Revised and Updated.
  Warranties
   36




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Research
    and Development Expense
    Foreign
    Currency Translation
  Foreign Currency Translation.
  Stock-Based
    Compensation
  Share-Based Payment Accounting for Stock-Based Compensation,
       37




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Hedging
    Activities
  Accounting for Derivative Instruments
    and Hedging Activities
  Accumulated
    Other Comprehensive Income (Loss)
    New
    Accounting Standards
  Fair Value Measurements
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities, including an amendment of FASB Statement
    No. 155
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of Accounting Research
    Bulletin 51
 38




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    No. FAS 142-3, Determination of the Useful Life of Intangible Assets FAS 142-3). FAS 142-3 Goodwill and Other Intangible
    Assets FAS 142-3 FAS 142-3 FAS 142-3
  The
    Hierarchy of Generally Accepted Accounting Principles The Meaning of Present Fairly in Conformity
    with Generally Accepted Accounting Principles
  No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based
    Payment Transactions Are Participating Securities EITF 03-6-1). EITF 03-6-1 Earnings per Share. EITF 03-6-1 EITF 03-6-1 EITF 03-6-1
  No. FAS 157-3, Determining the Fair Value of a Financial Asset in a Market
    That is Not Active FAS 157-3). FAS 157-3 FAS 157-3 FAS 157-3 FAS 157-3 Accounting Changes and Error
    Corrections
 39




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  C.
    Stock-Based
    Compensation             40




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##### 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, 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



17.44Granted






Exercised


(235,350
)


17.79Forfeited


(2,800
)


17.85Outstanding at September 30, 2008


267,300



17.14



2.91


$
4,581Exercisable at September 30, 2008


189,300



16.60



2.58


$
3,143  41




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##### Table of Contents



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


ExercisableWeighted


Weighted





WeightedNumber


Average


Average


Number


AverageRange of

Outstanding at


Remaining


Exercise


Exercisable at


ExerciseExercise Prices

09/30/08


Contractual Life


Price


09/30/08


Price$13.06 - 15.10


103,600



1.7


$
15.10



103,600


$
15.1016.30 - 18.44


161,700



3.7



18.37



83,700



18.3023.48 - 27.10


2,000



0.7



23.48



2,000



23.48Total Options


267,300



2.9



17.14



189,300



16.60     D.
    Acquisitions  General
    Electric Companys Medium Voltage Switchgear and Circuit
    Breakers
    (Power/Vac®)
  15-year
  ®
     42




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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     Pro
    Forma Results for
    Power/Vac®

    Acquisition
  ®
  11 Months EndedSeptember 30,2006Revenues

$
444,381Net income

$
10,309Net earnings per common share:Basic

$
0.95Diluted

$
0.93   ®
  Power/Vac®

    2006
  1)
    Impact of additional interest expense related to borrowings
    under the existing Powell credit agreement to fund the
    $32.0 million purchase price,            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    11 MonthsYear Ended


EndedSeptember 30,


September 30,2008


2007


2006Numerator:Net income

$
25,847


$
9,913


$
8,409Denominator:Denominator for basic earnings per share-weighted
    average shares


11,265



11,045



10,876Dilutive effect of stock options and restricted stock


187



188



213Denominator for diluted earnings per share-adjusted weighted
    average shares with assumed conversions


11,452



11,233



11,089Net earnings per share:Basic

$
2.29


$
0.90


$
0.77Diluted

$
2.26


$
0.88


$
0.76     F.
    Detail of
    Selected Balance Sheet Accounts  Allowance
    for Doubtful Accounts
    September 30,2008


2007Balance at beginning of period

$
1,739


$
1,044Accrued bad debt expense


637



1,192Deductions for uncollectible accounts written off, net of
    recoveries


(1,163
)


(527
)(Decrease) increase due to foreign currency translation


(33
)


30Balance at end of period

$
1,180


$
1,739  44




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Warranty
    Accrual
    September 30,2008


2007Balance at beginning of period

$
5,787


$
3,443Accrued warranty expense


3,946



5,442Deductions for warranty charges


(2,746
)


(3,211
)(Decrease) increase due to foreign currency translation


(194
)


113Balance at end of period

$
6,793


$
5,787   Inventories
    September 30,2008


2007Raw materials, parts and subassemblies

$
57,742


$
31,914Work-in-progress


14,937



15,875Total inventories

$
72,679


$
47,789   Cost
    and Estimated Earnings on Uncompleted Contracts
    September 30,2008


2007Costs incurred on uncompleted contracts

$
513,549


$
456,892Estimated earnings


120,571



104,136634,120



561,028Less: Billings to date


590,882



517,510$
43,238


$
43,518Included in the accompanying balance sheets under the following
    captions:Costs and estimated earnings in excess of billings on
    uncompleted contracts

$
82,574


$
69,442Billings in excess of costs and estimated earnings on
    uncompleted contracts


(39,336
)


(25,924
)$
43,238


$
43,518  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 of2008


2007


Asset LivesLand

$
7,628


$
7,997


Buildings and improvements


49,500



49,100


3 - 39 YearsMachinery and equipment


51,037



49,588


3 - 15 YearsFurniture and fixtures


2,992



3,097


3 - 10 YearsConstruction in process


508



2,337


111,665



112,119Less: Accumulated depreciation


(50,119
)


(44,718
)Total property, plant and equipment, net

$
61,546


$
67,401     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
      Employers Accounting for
    Defined Benefit Pension and Other Postretirement Benefits, an
    Amendment of SFAS No. 87, 88, 106 and 132R
    Net actuarial gain

$
(996
)Prior service cost


398Total recognized in accumulated other comprehensive income

$
(598
)  47




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##### Table of Contents



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

$
(83
)Prior service cost


116Total

$
33     September 30,2008


2007Changes in postretirement benefit obligation:Balance at beginning of year

$
942


$
832Service cost


52



53Interest cost


49



50Actuarial loss (gain)


(234
)


20Benefits paid


(2
)


(13
)Balance at end of year

$
807


$
942Change in plan assets:Fair value of assets at beginning of year

$



$
Employer contributions


2



13Benefits paid


(2
)


(13
)Fair value of assets at end of year

$



$
Reconciliation of funded status(1)Unfunded liability

$
(807
)

$
(942
)Unrecognized prior service cost


398



514Unrecognized net actuarial gain


(996
)


(842
)Net liability recognized

$
(1,405
)

$
(1,270
)     (1)
    
    Effective September 30, 2007, we adopted
    SFAS No. 158.  2008


2007Weighted-average assumptions used to determine benefit
    obligations at September 30:Discount rate pre-retirement


0.00
%


0.00
%Discount rate post-retirement


7.45



6.24Current year trend rate


9.00



9.00Ultimate trend rate


5.00



5.00Year ultimate trend rate reached


2011



2010  48




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##### Table of Contents



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


EndedSeptember 30,


September 30,2008


2007


2006Components of net periodic postretirement benefit cost:Service cost

$
52


$
53


$
42Interest cost


49



50



39Prior service cost


115



106



97Net gain recognized


(79
)


(71
)


(75
)Net periodic postretirement benefit cost

$
137


$
138


$
103   2008


2007Weighted-average assumptions used to determine benefit costs at
    September 30:Discount rate pre-retirement


0.00
%


0.00
%Discount rate post-retirement


6.24



5.74Current year trend rate


9.00



8.00Ultimate trend rate


5.00



5.00Year ultimate trend rate reached


2010



2009     ExpectedBenefitYear Ending September 30,

Payments2009

$
592010


652011


822012


852013


922014 through 2018


506  49




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   H.
    Long-Term
    Debt    September 30,2008


2007US Revolver

$
19,000


$
2,000UK Revolver


2,726



4,710UK Term Loan


4,907



7,986Deferred acquisition payable


9,512



15,075Industrial development revenue bonds


5,600



6,000Capital lease obligations


13



65Subtotal long-term debt and capital lease obligations


41,758



35,836Less current portion


(7,814
)


(8,464
)Total long-term debt and capital lease obligations

$
33,944


$
27,372     Long-TermDebt


CapitalYear Ending September 30,

Maturities


Leases


Total2009

$
7,801


$
13


$
7,8142010


6,873







6,8732011


22,671







22,6712012


400







4002013


400







400Thereafter


3,600







3,600Total long-term debt maturities

$
41,745


$
13


$
41,758   US and
    UK Revolvers
     50




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
           Minimum Tangible Net Worth
  Minimum Fixed Charge Coverage Ratio
  Maximum Leverage Ratio
     51




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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
    Capital
    Leases and Other
   52




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   I.
    Income
    Taxes    September 30,2008


2007Current deferred income taxes:Gross assets

$
8,505


$
6,093Gross liabilities


(6,987
)


(4,195
)Net current deferred income tax asset


1,518



1,898Noncurrent deferred income taxes:Gross assets


3,600



2,819Gross liabilities


(2,071
)


(1,217
)Net noncurrent deferred income tax asset (liability)


1,529



1,602Net deferred income tax asset

$
3,047


$
3,500       September 30,2008


2007Allowance for doubtful accounts

$
330


$
505Workers compensation


340



Stock-based compensation


340



171Reserve for accrued employee benefits


1,972



1,727Warranty accrual


2,692



1,533Uncompleted long-term contracts


(6,987
)


(4,195
)Depreciation and amortization


(143
)


322Deferred compensation


1,341



829Postretirement benefits liability


201



456Accrued legal


65



101Uniform capitalization and inventory


3,212



2,092Software development costs


(483
)


(474
)Other


167



433Net deferred income tax asset

$
3,047


$
3,500     11 MonthsYear Ended


EndedSeptember 30,


September 30,2008


2007


2006Current:Federal

$
10,487


$
3,904


$
4,294State


1,628



641



583Foreign


1,601



1,626



1,235Deferred


356



(703
)


(1,503
)Total income tax provision

$
14,072


$
5,468


$
4,609  53




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##### Table of Contents



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


EndedSeptember 30,


September 30,2008


2007


2006Statutory rate


35
%


35
%


35
%Revised state tax exposure










State income taxes, net of federal benefit


3



3



3Federal extraterritorial income exclusion










(1
)Non-taxable interest income










(1
)Other permanent tax items


(1
)


(2
)


Foreign rate differential


(1
)


(1
)


(1
)Domestic production activities deduction


(1
)






Effective rate


35
%


35
%


35
%         Balance as of October 1, 2007

$
1,200Increases related to tax positions taken during a prior period


112Decreases related to expectations of statute of limitations


(315
)Balance as of September 30, 2008

$
997        54




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    and/or
  J.
    Goodwill
    and Other Intangible Assets      September 30, 2008


September 30, 2007Historical


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



2,538



17,580



1,367Non-compete agreements


4,170



1,809



4,170



975Patents and Trademarks


804



774



830



744Tradenames and unpatented technology


11,938



4,358



12,444



3,077Deferred loan costs


809



620



809



465$
36,566


$
10,280


$
37,098


$
6,809     Years Ending September 30,

Total2009

$
3,6422010


3,6122011


3,4552012


2,6032013


2,373  55




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  K.
    Commitments
    and Contingencies  Long-Term
    Debt
    Leases
    OperatingYears Ending September 30,

Leases2009

$
2,9952010


2,7212011


2,5522012


2,2742013


1,414Thereafter


587Total lease commitments

$
12,543     Letters
    of Credit and Bonds
       56




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Litigation
    Other
    Contingencies
      L.
    Business
    Segments    ®
     57




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##### Table of Contents



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


EndedSeptember 30,


September 30,2008


2007


2006Revenues:Electrical Power Products

$
611,470


$
541,584


$
347,928Process Control Systems


27,234



22,698



26,619Total

$
638,704


$
564,282


$
374,547Gross profit:Electrical Power Products

$
118,171


$
89,044


$
61,493Process Control Systems


8,235



6,547



7,565Total

$
126,406


$
95,591


$
69,058Income (loss) before income taxes and minority interest:Electrical Power Products

$
38,241


$
14,781


$
11,273Process Control Systems


1,627



621



1,742Total

$
39,868


$
15,402


$
13,015   September 30,2008


2007Identifiable tangible assets:Electrical Power Products

$
342,105


$
279,901Process Control Systems


8,734



7,365Corporate


20,507



23,460Total

$
371,346


$
310,726     Geographic
    Information
    11 MonthsYear Ended


EndedSeptember 30,


September 30,2008


2007


2006Europe (including former Soviet Union)

$
50,807


$
28,118


$
24,788Far East


13,092



27,600



32,722Middle East and Africa


55,960



58,879



29,278North, Central and South America (excluding U.S.)


49,772



76,964



24,676United States


469,073



372,721



263,083Total revenues

$
638,704


$
564,282


$
374,547  58




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    September 30,2008


2007Long-lived assets:United States

$
52,943


$
57,110United Kingdom


8,563



10,240Other


40



51Total

$
61,546


$
67,401     M.
    Quarterly
    Results of Operations (Unaudited)    2008 QuartersFirst


Second


Third


Fourth


2008Revenues

$
147,121


$
160,333


$
164,123


$
167,127


$
638,704Gross profit


26,695



30,692



35,002



34,017



126,406Net income


3,586



6,029



7,893



8,339



25,847Basic earnings per share


0.32



0.54



0.70



0.73



2.29Diluted earnings per share


0.32



0.53



0.69



0.72



2.26   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    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
    Item 9B.
    Other
    Information   60




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##### Table of Contents



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
    Item 14.
    Principal
    Accountant Fees and Services   PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  Financial Statements.
  Financial Statement Schedule.
 61




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##### Table of Contents



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/A
    filed June 16, 2008, 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).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). 62




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##### Table of Contents



Number



Description of Exhibits10
.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



Fifth Amendment to Credit Agreement, dated as of
    December 4, 2007, among Powell Industries, Inc., as Parent,
    the subsidiaries of Powell Industries, Inc. identified therein,
    as Borrowers, Bank of America, N.A., as Administrative Agent,
    Swing Line Lender and L/C Issuer, and the Lenders party thereto
    (filed as Exhibit 10.1 to our Quarterly Report on
    Form 10-Q
    for the quarter ended December 31, 2007, and incorporated
    herein by reference).10
.19



Sixth Amendment to Credit Agreement, dated as of
    December 14, 2007, among Powell Industries, Inc., as
    Parent, the subsidiaries of Powell Industries, Inc. identified
    therein, as Borrowers, Bank of America, N.A., as Administrative
    Agent, Swing Line Lender and L/C issuer, and the Lenders party
    thereto (filed as Exhibit 10.1 to our
    Form 8-K
    filed December 19, 2007, and incorporated herein by
    reference).10
.20



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
.21



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
.22



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).10
.23



Consulting Agreement dated July 18, 2008 between the
    Company and Thomas W. Powell (filed as Exhibit 10.1 to our
    Form 8-K
    filed July 24, 2008, and incorporated herein by reference).*10
.24



Seventh Amendment to Credit Agreement, dated as of
    December 10, 2008, among Powell Industries, Inc., as
    Parent, the subsidiaries of Powell Industries, Inc. identified
    therein, as Borrowers, Bank of America, N.A., as Administrative
    Agent, Swing Line Lender and L/C issuer, and the Lenders party.*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/  Patrick
    L. McDonald      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/  Christopher
    E. CraggChristopher
    E. Cragg

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/A
    filed June 16, 2008, 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




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##### 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



Fifth Amendment to Credit Agreement, dated as of
    December 4, 2007, among Powell Industries, Inc., as Parent,
    the subsidiaries of Powell Industries, Inc. identified therein,
    as Borrowers, Bank of America, N.A., as Administrative Agent,
    Swing Line Lender and L/C Issuer, and the Lenders party thereto
    (filed as Exhibit 10.1 to our Quarterly Report on
    Form 10-Q
    for the quarter ended December 31, 2007, and incorporated
    herein by reference).10
.19



Sixth Amendment to Credit Agreement, dated as of
    December 14, 2007, among Powell Industries, Inc., as
    Parent, the subsidiaries of Powell Industries, Inc. identified
    therein, as Borrowers, Bank of America, N.A., as Administrative
    Agent, Swing Line Lender and L/C Issuer, and the Lenders party
    thereto (filed as Exhibit 10.1 to our
    Form 8-K
    filed December 19, 2007, and incorporated herein by
    reference).10
.20



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
.21



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
.22



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).10
.23



Consulting Agreement dated July 18, 2008 between the
    Company and Thomas W. Powell (filed as Exhibit 10.1 to our
    Form 8-K
    filed on July 24, 2008, and incorporated herein by
    reference).*10
.24



Seventh Amendment to Credit Agreement, dated as of
    December 10, 2008, among Powell Industries, Inc., as
    Parent, the subsidiaries of Powell Industries, Inc. identified
    therein, as Borrowers, Bank of America, N.A., as Administrative
    Agent, Swing Line Lender and L/C issuer, and the Lenders party .*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