##### Table of Contents





UNITED STATES 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,
    2009ORo

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:
 Common Stock, par value $.01 per share
  Securities registered pursuant to Section 12(g) of
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-T o 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


25Item 8.

Financial Statements and Supplementary Data


27Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


62Item 9A.

Controls and Procedures


62Item 9B.

Other Information


62PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


63Item 11.

Executive Compensation


63Item 12.

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


63Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


63Item 14.

Principal Accountant Fees and Services


63PART IVItem 15.

Exhibits and Financial Statement Schedules


63Signatures


66EX-21.1EX-23.2EX-31.1EX-31.2EX-32.1EX-32.2   2




---



##### Table of Contents



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




---



##### Table of Contents



PART I  Item 1.
    Business  Overview
    engineered-to-order
  www.powellind.com Form 10-K, Form 10-Q, Form 8-K
      ® ®
      Electrical
    Power Products
  engineered-to-order
 4




---



##### Table of Contents



® ®
    engineered-to-order
  Customers
    and Markets
       5




---



##### Table of Contents



Competition
    engineered-to-order
  Backlog
    Raw
    Materials and Suppliers
      Inflation
   6




---



##### Table of Contents



Employees
    Research
    and Development
    Intellectual
    Property
    Process
    Control Systems
  engineered-to-order ® ®
    Customers
    and Markets
  and/or
   7




---



##### Table of Contents



Competition
      Backlog
    Employees
    Research
    and Development
    Intellectual
    Property
    Item 1A.
    Risk
    Factors    The
    current economic uncertainty and financial market conditions
    have negatively impacted and may continue to impact our customer
    base, suppliers and backlog.
   8




---



##### Table of Contents



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




---



##### 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.
  fixed-price 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




---



##### Table of Contents



We may
    be unsuccessful at generating profitable 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.
    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
    management of risk may leave us exposed to unidentified or
    unanticipated risks.
   11




---



##### 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



115,200



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











29,700Chantilly, VA


1











5,200East Rutherford, NJ


1











7,300   month-to-month
  Item 3.
    Legal
    Proceedings     12




---



##### 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 2008:First Quarter

$
47.00


$
37.51Second Quarter


45.76



35.47Third Quarter


55.50



38.50Fourth Quarter


57.98



37.34Fiscal Year 2009:First Quarter

$
41.00


$
16.74Second Quarter


37.31



23.25Third Quarter


44.93



30.60Fourth Quarter


42.55



33.73       Dividend
    Policy
   13




---



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




---



##### Table of Contents



11 MonthsYears Ended


Ended


Year EndedSeptember 30,


September 30,


October 31,2009


2008


2007


2006


2005(In thousands, except per share data)Statements of Operations:Revenues

$
665,851


$
638,704


$
564,282


$
374,547


$
256,645Cost of goods sold


520,802



512,298



468,691



305,489



213,411Gross profit


145,049



126,406



95,591



69,058



43,234Selling, general and administrative expenses


83,414



84,001



77,246



55,345



41,846Gain on sale of land and building


















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


61,635



42,405



18,345



13,713



2,440Interest expense (income), net


976



2,537



2,943



698



(386
)Income tax provision


20,734



14,072



5,468



4,609



932Minority interest


208



(51
)


21



(3
)


63Net income

$
39,717


$
25,847


$
9,913


$
8,409


$
1,831Basic earnings per share

$
3.48


$
2.29


$
0.90


$
0.77


$
0.17Diluted earnings per share

$
3.43


$
2.26


$
0.88


$
0.76


$
0.17   As ofAs of September 30,


October 31,2009


2008


2007


2006


2005(In thousands)Balance Sheet Data:Cash and cash equivalents

$
97,403


$
10,134


$
5,257


$
10,495


$
24,844Marketable securities


















8,200Property, plant and equipment, net


61,036



61,546



67,401



60,336



55,678Total assets


404,840



397,634



341,015



292,678



226,778Long-term debt and capital lease obligations, including current
    maturities


9,492



41,758



35,836



42,396



21,531Total stockholders equity


246,761



206,874



173,549



156,931



143,994Total liabilities and stockholders equity


404,840



397,634



341,015



292,678



226,778   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations    Overview
  engineered-to-order
 15




---



##### Table of Contents



Results
    of Operations
  Twelve
    Months Ended September 30, 2009 (Fiscal 2009)
    Compared to Twelve Months Ended September 30, 2008 (Fiscal
    2008)
  Revenue
    and Gross Profit
  Sterling-to-U.S. Dollar
  Electrical
    Power Products
      Process
    Control Systems
      Consolidated
    Selling, General and Administrative Expenses
   16




---



##### Table of Contents



Interest
    Income and Expense
      Provision
    for Income Taxes
    Net
    Income
    Backlog
    Fiscal
    2008 Compared to Twelve Months Ended September 30, 2007
    (Fiscal 2007)
  Revenue
    and Gross Profit
    Electrical
    Power Products
   17




---



##### Table of Contents



Process
    Control Systems
      Consolidated
    Selling, General and Administrative Expenses
    Interest
    Income and Expense
      Provision
    for Income Taxes
    Net
    Income
    Backlog
   18




---



##### Table of Contents



Liquidity
    and Capital Resources
      Operating
    Activities
    Investing
    Activities
      Financing
    Activities
   19




---



##### Table of Contents



Contractual
    and Other Obligations
    Long-Term


OperatingAs of September 30, 2009,

Debt


LeasePayments Due by Period:

Obligations


Obligations


TotalLess than 1 year

$
5,929


$
2,982


$
8,9111 to 3 years


850



5,356



6,2063 to 5 years


841



2,219



3,060More than 5 years


3,267







3,267Total long-term contractual obligations

$
10,887


$
10,557


$
21,444     Other
    Commercial Commitments
      As of September 30, 2009,

Letters ofPayments Due by Period:

CreditLess than 1 year

$
9,3121 to 3 years


7,9483 to 5 years


135More than 5 years


159Total long-term commercial obligations

$
17,554     Outlook
     20




---



##### Table of Contents



Effects
    of Inflation
    Critical
    Accounting Policies and Estimates
    Revenue
    Recognition
  percentage-of-completion
  percentage-of-completion percentage-of-completion
 21




---



##### Table of Contents



Allowance
    for Doubtful Accounts
    Impairment
    of Long-Lived Assets
    Intangible
    Assets
      Accruals
    for Contingent Liabilities
    Warranty
    Costs
   22




---



##### Table of Contents



Accounting
    for Income Taxes
      Foreign
    Currency Translation
    Derivative
    Financial Instruments
     23




---



##### Table of Contents



New
    Accounting Pronouncements
  Accounting Standards Codification
         24




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Interest
    Rate Risk
   25




---



##### Table of Contents



Foreign
    Currency Transaction Risk
  Sterling-to-U.S. Dollar
    Commodity
    Price Risk
  contract-by-contract
  Market
    Risk
   26




---



##### 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, 2009 and 2008


29Consolidated Statements of Operations for the
    Years Ended September 30, 2009, 2008 and 2007


30Consolidated Statements of Stockholders
    Equity for the Years Ended September 30, 2009, 2008 and
    2007


31Consolidated Statements of Cash Flows for the
    Years Ended September 30, 2009, 2008 and 2007


32Notes to Consolidated Financial Statements


33  27




---



##### Table of Contents



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




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
 (In thousands, except share and per share data)
  September 30,2009


2008ASSETSCurrent Assets:Cash and cash equivalents

$
97,403


$
10,134Accounts receivable, less allowance for doubtful accounts of
    $1,607 and $1,180, respectively


114,274



132,446Costs and estimated earnings in excess of billings on
    uncompleted contracts


46,335



82,574Inventories, net


46,252



72,679Income taxes receivable


695



149Deferred income taxes


3,303



1,518Prepaid expenses and other current assets


6,741



3,935Total Current Assets


315,003



303,435Property, plant and equipment, net


61,036



61,546Goodwill


1,084



1,084Intangible assets, net


21,305



25,014Other assets


6,412



6,555Total Assets

$
404,840


$
397,634LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Current maturities of long-term debt and capital lease
    obligations

$
4,692


$
7,814Income taxes payable


7,637



7,223Accounts payable


48,124



54,168Accrued salaries, bonuses and commissions


24,503



26,361Billings in excess of costs and estimated earnings on
    uncompleted contracts


44,772



39,336Accrued product warranty


7,558



6,793Other accrued expenses


11,856



11,041Total Current Liabilities


149,142



152,736Long-term debt and capital lease obligations, net of current
    maturities


4,800



33,944Deferred compensation


2,685



2,821Postretirement benefit obligation


784



807Other liabilities


212



204Total Liabilities


157,623



190,512Commitments and Contingencies (Note K)Minority Interest


456



248Stockholders Equity:Preferred stock, par value $.01; 5,000,000 shares
    authorized; none issued






Common stock, par value $.01; 30,000,000 shares authorized;
    11,479,610 and 11,403,687 shares issued, respectively;
    11,479,610 and 11,403,687 shares outstanding, respectively


115



114Additional paid-in capital


29,970



26,921Retained earnings


219,961



180,244Accumulated other comprehensive income


(2,716
)


335Deferred compensation


(569
)


(740
)Total Stockholders Equity


246,761



206,874Total Liabilities and Stockholders Equity

$
404,840


$
397,634    29




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
 (In thousands, except per share data)
  Year Ended September 30,2009


2008


2007Revenues

$
665,851


$
638,704


$
564,282Cost of goods sold


520,802



512,298



468,691Gross profit


145,049



126,406



95,591Selling, general and administrative expenses


83,414



84,001



77,246Income before interest, income taxes and minority interest


61,635



42,405



18,345Interest expense


1,107



2,892



3,501Interest income


(131
)


(355
)


(558
)Income before income taxes and minority interest


60,659



39,868



15,402Income tax provision


20,734



14,072



5,468Minority interest in net income (loss)


208



(51
)


21Net income

$
39,717


$
25,847


$
9,913Net earnings per common share:Basic

$
3.48


$
2.29


$
0.90Diluted

$
3.43


$
2.26


$
0.88Weighted average shares:Basic


11,424



11,265



11,045Diluted


11,591



11,452



11,233    30




---



##### 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, 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 postretirement benefit
    accounting guidance, 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 accounting guidance on the
    accounting for uncertainty in income taxes














40



(175
)














(135
)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
)


206,874Net income


39,717















39,717















39,717Foreign currency translation adjustments


(2,867
)






















(2,867
)






(2,867
)Amortization of deferred compensation-ESOP






























158



158Exercise of stock options






31



1



513



















514Stock-based compensation






29







1,623



















1,623Income tax benefit from stock options exercised














291



















291Amortization of restricted stock






























476



476Issuance of restricted stock






16







622















(463
)


159Unrealized loss on cash flow hedges, net of tax of $164


(304
)






















(304
)






(304
)Postretirement benefit adjustment, net of tax of $67


120























120







120Total comprehensive income

$
36,666















39,717







(3,051
)






36,666Balance, September 30, 2009






11,480


$
115


$
29,970


$
219,961


$



$
(2,716
)

$
(569
)

$
246,761    31




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 (In
    thousands)
  Year Ended September 30,2009


2008


2007Operating Activities:Net income

$
39,717


$
25,847


$
9,913Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:Depreciation


7,493



8,133



7,688Amortization


3,469



3,740



3,876Amortization of unearned restricted stock


634



425



296Minority interest earnings (loss)


208



(51
)


21Stock-based compensation


1,622



2,167



651Bad debt expense


959



637



1,192Deferred income taxes


(1,447
)


318



(592
)Changes in operating assets and liabilities:Accounts receivable, net


15,392



(27,146
)


578Costs and estimated earnings in excess of billings on
    uncompleted contracts


35,701



(14,062
)


(25,945
)Inventories


25,884



(25,513
)


(19,148
)Prepaid expenses and other current assets


(3,432
)


657



(2,354
)Other assets


(194
)






(1,530
)Accounts payable and income taxes payable


(4,891
)


(4,916
)


18,657Accrued liabilities


(40
)


10,422



7,877Billings in excess of costs and estimated earnings on
    uncompleted contracts


5,789



13,773



8,883Deferred compensation


23



164



1,781Other


97



217



316Net cash provided by (used in) operating activities


126,984



(5,188
)


12,160Investing Activities:Proceeds from sale of fixed assets


30







175Purchases of property, plant and equipment


(8,081
)


(3,428
)


(14,338
)Net cash used in investing activities


(8,051
)


(3,428
)


(14,163
)Financing Activities:Borrowings on US revolving line of credit


50,953



229,480



69,385Payments on US revolving line of credit


(69,953
)


(212,480
)


(70,385
)Borrowings on UK revolving line of credit










2,276Payments on UK revolving line of credit


(2,388
)


(1,596
)


(1,143
)Payments on UK term loan


(4,223
)


(2,343
)


(1,564
)Payments on capital lease obligations


(13
)


(52
)


(52
)Payments on short-term financing










(623
)Payments on industrial development revenue bonds


(400
)


(400
)


(400
)Payments on deferred acquisition payable


(5,220
)


(5,563
)


(5,198
)Proceeds from exercise of stock options


515



4,236



3,264Tax benefit from exercise of stock options


291



2,510



393Net cash (used in) provided by financing activities


(30,438
)


13,792



(4,047
)Net increase (decrease) in cash and cash equivalents


88,495



5,176



(6,050
)Effect of exchange rate changes on cash and cash equivalents


(1,226
)


(299
)


812Cash and cash equivalents at beginning of year


10,134



5,257



10,495Cash and cash equivalents at end of year

$
97,403


$
10,134


$
5,257    32




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  A.
    Business
    and Organization    engineered-to-order
  ® ®
  B.
    Summary
    of Significant Accounting Policies  Principles
    of Consolidation
    Use of
    Estimates
    Cash
    and Cash Equivalents
    Supplemental
    Disclosures of Cash Flow Information (in
    thousands):
  Year Ended September 30,2009


2008


2007Cash paid during the period for:Interest

$
439


$
1,447


$
1,309Income taxes, net of refunds


21,527



3,641



2,392  33




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fair
    Value of Financial Instruments
      Accounts
    Receivable
    Costs
    and Estimated Earnings in Excess of Billings on Uncompleted
    Contracts
  percentage-of-completion
      Inventories
  first-in,
 34




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Property,
    Plant and Equipment
    Impairment
    of Long-Lived Assets
    Intangible
    Assets
      Income
    Taxes
     35




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Revenue
    Recognition
  percentage-of-completion
  percentage-of-completion percentage-of-completion
    Warranties
    Research
    and Development Expense
    Foreign
    Currency Translation
   36




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Stock-Based
    Compensation
          Derivative
    Financial Instruments
     37




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Accumulated
    Other Comprehensive Income (Loss)
  available-for-sale
  Fair
    Value Measurements
    New
    Accounting Standards
  Accounting Standards Codification
   38




---



##### 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)
      C.
    Fair
    Value Measurements           40




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value Measurements at Reporting Date UsingQuoted Prices in


Significant OtherActive Markets for


Observable


Significant


Fair Value atIdentical Assets


Inputs


Unobservable Inputs


September 30,(Level 1)


(Level 2)


(Level 3)


2009AssetsCash equivalents

$
59,324


$



$



$
59,324Total

$
59,324


$



$



$
59,324LiabilitiesForeign currency forward contracts

$



$
752


$



$
752Total

$



$
752


$



$
752     marked-to-market
  D.
    Stock-Based
    Compensation     41




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
           42




---



##### 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 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



17.14Granted






Exercised


(29,950
)


17.15Forfeited






Outstanding at September 30, 2009


237,350



17.14



2.21


$
4,068Exercisable at September 30, 2009


198,350



16.88



2.05


$
3,348     Outstanding


ExercisableWeighted


Weighted





WeightedNumber


Average


Average


Number


AverageRange of

Outstanding at


Remaining


Exercise


Exercisable at


ExerciseExercise Prices

09/30/09


Contractual Life


Price


09/30/09


Price$13.06 - 15.10


91,400



1.0


$
15.10



91,400


$
15.1016.30 - 18.44


145,950



3.0



18.41



106,950



18.40Total Options


237,350



2.2



17.14



198,350



16.88    43




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   E.
    Earnings
    Per Share    Year Ended September 30,2009


2008


2007Numerator:Net income

$
39,717


$
25,847


$
9,913Denominator:Denominator for basic earnings per share-weighted average shares


11,424



11,265



11,045Dilutive effect of stock options, restricted stock and
    restricted stock units


167



187



188Denominator for diluted earnings per share-adjusted weighted
    average shares with assumed conversions


11,591



11,452



11,233Net earnings per share:Basic

$
3.48


$
2.29


$
0.90Diluted

$
3.43


$
2.26


$
0.88     F.
    Detail of
    Selected Balance Sheet Accounts  Allowance
    for Doubtful Accounts
    September 30,2009


2008Balance at beginning of period

$
1,180


$
1,739Accrued bad debt expense


959



637Deductions for uncollectible accounts written off, net of
    recoveries


(631
)


(1,163
)(Decrease) increase due to foreign currency translation


99



(33
)Balance at end of period

$
1,607


$
1,180   Warranty
    Accrual
    September 30,2009


2008Balance at beginning of period

$
6,793


$
5,787Accrued warranty expense


5,124



3,946Deductions for warranty charges


(4,008
)


(2,746
)Decrease due to foreign currency translation


(351
)


(194
)Balance at end of period

$
7,558


$
6,793  44




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Inventories
    September 30,2009


2008Raw materials, parts and subassemblies

$
37,655


$
57,742Work-in-progress


8,597



14,937Total inventories

$
46,252


$
72,679   Cost
    and Estimated Earnings on Uncompleted Contracts
    September 30,2009


2008Costs incurred on uncompleted contracts

$
552,805


$
513,549Estimated earnings


136,603



120,571689,408



634,120Less: Billings to date


687,845



590,882Net underbilled position

$
1,563


$
43,238Included in the accompanying balance sheets under the following
    captions:Costs and estimated earnings in excess of billings on
    uncompleted contracts

$
46,335


$
82,574Billings in excess of costs and estimated earnings on
    uncompleted contracts


(44,772
)


(39,336
)Net underbilled position

$
1,563


$
43,238   Property,
    Plant and Equipment
    September 30,


Range of2009


2008


Asset LivesLand

$
7,268


$
7,628



Buildings and improvements


51,056



49,500



3 - 39 YearsMachinery and equipment


51,977



51,037



3 - 15 YearsFurniture and fixtures


3,050



2,992



3 - 10 YearsConstruction in process


3,771



508



117,122



111,665Less: Accumulated depreciation


(56,086
)


(50,119
)Total property, plant and equipment, net

$
61,036


$
61,546    45




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   G.
    Employee
    Benefit Plans  401(k)
    Plan
    Employee
    Stock Ownership Plan
  20-year
  Deferred
    Compensation
  and/or
    Retiree
    Medical Plan
   46




---



##### Table of Contents



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

$
(1,067
)Prior service cost


282Total recognized in accumulated other comprehensive income

$
(785
)     Net actuarial gain

$
(85
)Prior service cost


116Total

$
31     September 30,2009


2008Changes in postretirement benefit obligation:Balance at beginning of year

$
807


$
942Service cost


60



52Interest cost


59



49Actuarial loss (gain)


(147
)


(234
)Benefits paid


(38
)


(2
)Balance at end of year

$
741


$
807Change in plan assets:Fair value of assets at beginning of year

$



$
Employer contributions


38



2Benefits paid


(38
)


(2
)Fair value of assets at end of year

$



$
Reconciliation of funded status:Unfunded liability

$
(741
)

$
(807
)Unrecognized prior service cost


282



398Unrecognized net actuarial gain


(1,067
)


(996
)Net liability recognized

$
(1,526
)

$
(1,405
)   47




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2009


2008Weighted-average assumptions used to determine benefit
    obligations at September 30:Discount rate pre-retirement


0.00
%


0.00
%Discount rate post-retirement


5.45



7.45Current year trend rate


9.00



9.00Ultimate trend rate


5.00



5.00Year ultimate trend rate reached


2012



2011     Year Ended September 30,2009


2008


2007Components of net periodic postretirement benefit cost:Service cost

$
60


$
52


$
53Interest cost


59



49



50Prior service cost


115



115



106Net gain recognized


(75
)


(79
)


(71
)Net periodic postretirement benefit cost

$
159


$
137


$
138   2009


2008Weighted-average assumptions used to determine benefit costs 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     ExpectedBenefitYear Ending September 30,

Payments2010

$
332011


462012


492013


582014


592015 through 2019


434  48




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   H.
    Long-Term
    Debt    September 30,2009


2008US Revolver

$



$
19,000UK Revolver






2,726UK Term Loan






4,907Deferred acquisition payable


4,292



9,512Industrial development revenue bonds


5,200



5,600Capital lease obligations






13Subtotal long-term debt and capital lease obligations


9,492



41,758Less current portion


(4,692
)


(7,814
)Total long-term debt and capital lease obligations

$
4,800


$
33,944     Long-TermDebtYear Ending September 30,

Maturities2010

$
4,6922011


4002012


4002013


4002014


400Thereafter


3,200Total long-term debt maturities

$
9,492   US and
    UK Revolvers
       49




---



##### 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
    UK
    Term Loan
   50




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Deferred
    Acquisition Payable
  ®
  Industrial
    Development Revenue Bonds
    I.
    Income
    Taxes    September 30,2009


2008Current deferred income taxes:Gross assets

$
9,457


$
8,505Gross liabilities


(6,154
)


(6,987
)Net current deferred income tax asset


3,303



1,518Noncurrent deferred income taxes:Gross assets


3,894



3,600Gross liabilities


(2,703
)


(2,071
)Net noncurrent deferred income tax asset


1,191



1,529Net deferred income tax asset

$
4,494


$
3,047    51




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    September 30,2009


2008Allowance for doubtful accounts

$
40


$
330Workers compensation


388



340Stock-based compensation


458



340Reserve for accrued employee benefits


2,431



1,972Warranty accrual


2,900



2,692Uncompleted long-term contracts


(6,155
)


(6,987
)Depreciation and amortization


(627
)


(143
)Deferred compensation


1,062



1,341Postretirement benefits liability


396



201Accrued legal


93



65Uniform capitalization and inventory


3,495



3,212Software development costs


(488
)


(483
)Other


501



167Net deferred income tax asset

$
4,494


$
3,047     Year Ended September 30,2009


2008


2007U.S.

$
56,115


$
35,089


$
11,329Other than U.S.


4,544



4,779



4,073Income from continuing operations before provision for income
    taxes

$
60,659


$
39,868


$
15,402     Year Ended September 30,2009


2008


2007Current:Federal

$
18,028


$
10,487


$
3,904State


2,910



1,628



641Foreign


1,146



1,601



1,626Deferred


(1,350
)


356



(703
)Total income tax provision

$
20,734


$
14,072


$
5,468  52




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended September 30,2009


2008


2007Statutory rate


35
%


35
%


35
%State income taxes, net of federal benefit


3



3



3International withholding tax


(1
)






Other permanent tax items






(1
)


(2
)Foreign rate differential


(1
)


(1
)


(1
)Domestic production activities deduction


(2
)


(1
)


Effective rate


34
%


35
%


35
%         Balance as of September 30, 2008

$
997Increases related to tax positions taken during a prior period


229Decreases related to expectations of statute of limitations


(638
)Balance as of September 30, 2009

$
588        53




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    and/or
  J.
    Goodwill
    and Other Intangible Assets      September 30, 2009


September 30, 2008Historical


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



3,709



17,580



2,538Non-compete agreements


4,170



2,643



4,170



1,809Patents and Trademarks


804



804



804



774Tradenames and unpatented technology


11,444



5,537



11,938



4,358Deferred loan costs


829



649



809



620$
36,092


$
13,523


$
36,566


$
10,280     Years Ending September 30,

Total2010

$
3,5552011


3,3992012


2,2622013


1,4742014


1,474  54




---



##### 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,

Leases2010

$
2,9822011


2,8062012


2,5502013


1,5392014


680Thereafter


Total lease commitments

$
10,557     Letters
    of Credit and Bonds
       55




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Litigation
    Other
    Contingencies
      L.
    Derivative
    Instruments and Hedging Strategies    ,
   56




---



##### Table of Contents



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


Liability DerivativesFair




FairBalance Sheet Location

Value


Balance Sheet Location

Value(In thousands)Derivatives designated as hedging instruments:Foreign exchange forwards

Prepaid expenses and other current assets

$



Other accrued expenses

$
752Foreign exchange forwards

Deferred income taxes


164


Other liabilities


Total derivatives



$
164




$
752     Amount of Gain (Loss)Amount of Gain (Loss)




Reclassified fromRecognized in Other




Accumulated OtherComprehensive Income


Location of Gain (Loss)

Comprehensive Incomeon Derivatives(1)


Reclassified from Accumulated

into Income(1)Year Ended


Other Comprehensive

Year EndedDerivatives Designated

September 30, 2009


Income into Income

September 30, 2009Derivatives designated as cash flow hedges:Foreign exchange forwards

$
(467
)

Other income (expense)

$
22Total designated cash flow hedges

$
(467
)



$
22     (1)
    
    For the year ended September 30, 2009, we recorded in other
    (income) expense an immaterial amount of ineffectiveness from
    cash flow hedges.    Cash
    Flow Hedges
     57




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Credit
    Risk
    M.
    Business
    Segments     58




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended September 30,2009


2008


2007Revenues:Electrical Power Products

$
637,845


$
611,470


$
541,584Process Control Systems


28,006



27,234



22,698Total

$
665,851


$
638,704


$
564,282Gross profit:Electrical Power Products

$
133,629


$
118,171


$
89,044Process Control Systems


11,420



8,235



6,547Total

$
145,049


$
126,406


$
95,591Income (loss) before income taxes and minority interest:Electrical Power Products

$
56,700


$
38,241


$
14,781Process Control Systems


3,959



1,627



621Total

$
60,659


$
39,868


$
15,402   September 30,2009


2008Identifiable tangible assets:Electrical Power Products

$
258,012


$
342,105Process Control Systems


6,863



8,734Corporate


117,398



20,507Total

$
382,273


$
371,346     Geographic
    Information
    Year Ended September 30,2009


2008


2007Europe (including former Soviet Union)

$
30,582


$
50,807


$
28,118Far East


62,155



13,092



27,600Middle East and Africa


28,405



55,960



58,879North, Central and South America (excluding U.S.)


28,737



49,772



76,964United States


515,972



469,073



372,721Total revenues

$
665,851


$
638,704


$
564,282  59




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    September 30,2009


2008Long-lived assets:United States

$
53,503


$
52,943United Kingdom


7,481



8,563Other


52



40Total

$
61,036


$
61,546     N.
    Quarterly
    Results of Operations (Unaudited)    2009 QuartersFirst


Second


Third


Fourth


2009Revenues

$
170,489


$
164,099


$
165,942


$
165,321


$
665,851Gross profit


34,502



33,844



41,107



35,596



145,049Net income


7,853



8,852



13,138



9,874



39,717Basic earnings per share


0.69



0.78



1.15



0.86



3.48Diluted earnings per share


0.68



0.77



1.14



0.85



3.43   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   year-to-date
  O.
    Subsequent
    Events  Form 10-K
   60




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       61




---



##### 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   62




---



##### 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.
 63




---



##### Table of Contents



Exhibits.
  Number



Description of Exhibits2
.4



Asset Purchase Agreement dated October 21, 2009 by and among,
    Powell PowerComm Inc. (as a Buyer) and PowerComm Inc., Redhill
    Systems Ltd., Nextron Corporation, PCG Technical Services Inc.,
    and Concorde metal Manufacturing Ltd. (as Sellers) (filed as
    Exhibit 2.1 to our Form 8-K filed October 27, 2009, and
    incorporated herein by reference).2
.5



Purchase Agreement dated October 21, 2009 by and among Powell
    PowerComm KO Inc. (as a Buyer) and PowerComm Inc. (as a Seller)
    (filed as Exhibit 2.2 to our Form 8-K filed October 27, 2009,
    and incorporated herein by reference).2
.6



Purchase Agreement dated October 21, 2009 by and among Powell
    PowerComm Ventures Inc. (as a Buyer) and PowerComm Inc. (as a
    Seller) (filed as Exhibit 2.3 to our Form 8-K filed October 27,
    2009, 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). 64




---



##### Table of Contents



Number



Description of Exhibits10
.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, 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/A filed June 16, 2008, 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 (filed as Exhibit
    10.24 to our form 10-K for the fiscal year ended September 30,
    2008, 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. 65




---



##### 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    66




---



##### Table of Contents



EXHIBIT INDEX
  Number



Exhibit Title2
.4



Asset Purchase Agreement dated October 21, 2009 by and among,
    Powell PowerComm Inc. (as a Buyer) and PowerComm Inc., Redhill
    Systems Ltd., Nextron Corporation, PCG Technical Services Inc.,
    and Concorde metal Manufacturing Ltd. (as Sellers) (filed as
    Exhibit 2.1 to our Form 8-K filed October 27, 2009, and
    incorporated herein by reference).2
.5



Purchase Agreement dated October 21, 2009 by and among Powell
    PowerComm KO Inc. (as a Buyer) and PowerComm Inc. (as a Seller)
    (filed as Exhibit 2.2 to our Form 8-K filed October 27, 2009,
    and incorporated herein by reference).2
.6



Purchase Agreement dated October 21, 2009 by and among Powell
    PowerComm Ventures Inc. (as a Buyer) and PowerComm Inc. (as a
    Seller) (filed as Exhibit 2.3 to our Form 8-K filed October 27,
    2009, 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). 67




---



##### Table of Contents



Number



Exhibit Title10
.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



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/A filed June 16, 2008, 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 (filed as Exhibit
    10.24 to out Form 10-K for the fiscal year ended September 30,
    2008, 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. 68