##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549Form 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, 2010ORo

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

88-0106100(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)8550 Mosley RD
    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
  Rule 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


13Item 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


14Item 6.


Selected Financial Data


15Item 7.


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


16Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


27Item 8.


Financial Statements and Supplementary Data


29Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


66Item 9A.


Controls and Procedures


66Item 9B.


Other Information


66PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


67Item 11.


Executive Compensation


67Item 12.


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


67Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


67Item 14.


Principal Accountant Fees and Services


67PART IVItem 15.


Exhibits and Financial Statement Schedules


67Signatures


70EX-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
        ® ®
   4




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##### Table of Contents



Electrical
    Power Products
  engineered-to-order
  Customers
    and Markets
    and/or
      Competition
   5




---



##### Table of Contents



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
  engineered-to-order ® ®
    Customers
    and Markets
  and/or
    Competition
   7




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##### Table of Contents



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




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##### Table of Contents



Our
    operations could be adversely impacted by the Macondo well
    incident, the continuing effects from the U.S. government
    moratorium on offshore deepwater drilling projects and related
    new regulations.
  Deepwater
    Horizon
  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.
   9




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##### Table of Contents



Our
    volume of fixed-price contracts and use of
    percentage-of-completion
    accounting could result in volatility in our results of
    operations.
  percentage-of-completion percentage-of-completion
  Our
    acquisition strategy involves a number of risks.
      Our
    backlog is subject to unexpected adjustments and cancellations
    and, therefore, may not be a reliable indicator of our future
    earnings.
    Our
    operating results may vary significantly from quarter to
    quarter.
   10




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##### 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




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##### Table of Contents



We may
    incur additional healthcare costs arising from federal
    healthcare reform legislation.
    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   12




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##### Table of Contents



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



Edmonton, Alberta, Canada


2











70,700Calgary, Alberta, Canada


1











8,200Process Control Systems:Pleasanton, CA


1











21,200Duluth, GA


1











29,700Chantilly, VA


1











5,200East Rutherford, NJ


1











8,700   month-to-month
  Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   13




---



##### Table of Contents



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 2009:First Quarter

$
41.00


$
16.74Second Quarter


37.31



23.25Third Quarter


44.93



30.60Fourth Quarter


42.55



33.73Fiscal Year 2010:First Quarter

$
41.66


$
30.32Second Quarter


34.27



27.71Third Quarter


36.10



27.01Fourth Quarter


36.67



26.26       Dividend
    Policy
   14




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##### Table of Contents



Performance
    Graph
  The following Performance Graph and related information shall
    not be deemed soliciting material or to be
    filed with the Securities and Exchange Commission,
    nor shall such information be incorporated by reference into any
    future filing under the Securities Act of 1933 or Securities Act
    of 1934, each as amended, except to the extent that we
    specifically incorporate it by reference into such filing.
    COMPARISON
    OF 5-YEAR
    CUMULATIVE TOTAL RETURN
    AMONG POWELL INDUSTRIES, INC.,
    INDUSTRIAL ELECTRICAL EQUIPMENT GROUP AND NASDAQ MARKET
    INDEX
  
  Item 6.
    Selected
    Financial Data  11-month
    ®
 15




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##### Table of Contents



11 MonthsYears Ended


EndedSeptember 30,


September 30,2010


2009


2008


2007


2006(In thousands, except per share data)Statements of Operations:Revenues

$
550,692


$
665,851


$
638,704


$
564,282


$
374,547Cost of goods sold


408,635



520,802



512,298



468,691



305,489Gross profit


142,057



145,049



126,406



95,591



69,058Selling, general and administrative expenses


84,457



79,954



80,416



73,639



54,172Amortization of intangible assets


4,477



3,460



3,585



3,607



1,173Impairment of goodwill


7,452















Operating income


45,671



61,635



42,405



18,345



13,713Interest expense, net


610



976



2,537



2,943



698Income before income taxes


45,061



60,659



39,868



15,402



13,015Income tax provision


19,894



20,734



14,072



5,468



4,609Net income


25,167



39,925



25,796



9,934



8,406Net (income) loss attributable to noncontrolling interest


(159
)


(208
)


51



(21
)


3Net income attributable to Powell Industries, Inc.

$
25,008


$
39,717


$
25,847


$
9,913


$
8,409Basic earnings per share attributable to Powell Industries,
    Inc.

$
2.17


$
3.48


$
2.29


$
0.90


$
0.77Diluted earnings per share attributable to Powell Industries,
    Inc.

$
2.14


$
3.43


$
2.26


$
0.88


$
0.76   As of September 30,2010


2009


2008


2007


2006(In thousands)Balance Sheet Data:Cash and cash equivalents

$
115,353


$
97,403


$
10,134


$
5,257


$
10,495Property, plant and equipment, net


63,676



61,036



61,546



67,401



60,336Total assets


400,712



404,840



397,634



341,015



292,678Long-term debt and capital lease obligations, including current
    maturities


6,885



9,492



41,758



35,836



42,396Total stockholders equity


277,303



246,761



206,874



173,549



156,931Total liabilities and stockholders equity


400,712



404,840



397,634



341,015



292,678   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations   16




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##### Table of Contents



Overview
  engineered-to-order engineered-to-order
      Results
    of Operations
  Twelve
    Months Ended September 30, 2010 (Fiscal 2010) Compared
    to Twelve Months Ended September 30, 2009 (Fiscal
    2009)
  Revenue
    and Gross Profit
     17




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##### Table of Contents



Electrical
    Power Products
      Process
    Control Systems
      Consolidated
    Selling, General and Administrative Expenses
    Amortization
    of Intangible Assets
    Impairment
    of Goodwill
   18




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##### Table of Contents



Interest
    Income and Expense
      Income
    Tax Provision
    Net
    Income Attributable to Powell Industries, Inc.
    Backlog
    Fiscal
    2009 Compared to Twelve Months Ended September 30, 2008
    (Fiscal 2008)
  Revenue
    and Gross Profit
  Sterling-to-U.S. Dollar
  Electrical
    Power Products
   19




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##### Table of Contents



Process
    Control Systems
      Consolidated
    Selling, General and Administrative Expenses
    Interest
    Income and Expense
      Income
    Tax Provision
    Net
    Income Attributable to Powell Industries, Inc.
   20




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##### Table of Contents



Backlog
    Liquidity
    and Capital Resources
      Operating
    Activities
    Investing
    Activities
      Financing
    Activities
   21




---



##### Table of Contents



Contractual
    and Other Obligations
    Long-Term


Capital


OperatingAs of September 30, 2010,

Debt


Lease


LeasePayments Due by Period:

Obligations


Obligations


Obligations


TotalLess than 1 year

$
424


$
1,403


$
3,362


$
5,1891 to 3 years


842



830



5,002



6,6743 to 5 years


833



23



729



1,585More than 5 years


2,846







1



2,847Total long-term contractual obligations

$
4,945


$
2,256


$
9,094


$
16,295     Other
    Commercial Commitments
      As of September 30, 2010,

Letters ofPayments Due by Period:

CreditLess than 1 year

$
10,0421 to 3 years


7,8573 to 5 years


135More than 5 years


156Total long-term commercial obligations

$
18,190     Outlook
   22




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##### Table of Contents



Effects
    of Inflation
    Critical
    Accounting Policies and Estimates
    Revenue
    Recognition
  percentage-of-completion
  percentage-of-completion percentage-of-completion
 23




---



##### Table of Contents



Allowance
    for Doubtful Accounts
    Impairment
    of Long-Lived Assets
    Intangible
    Assets
       24




---



##### Table of Contents



Accruals
    for Contingent Liabilities
    Warranty
    Costs
    Accounting
    for Income Taxes
        Foreign
    Currency Translation
   25




---



##### Table of Contents



Derivative
    Financial Instruments
          New
    Accounting Pronouncements
     26




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk   27




---



##### Table of Contents



Interest
    Rate Risk
    Foreign
    Currency Transaction Risk
      Commodity
    Price Risk
  contract-by-contract
  Market
    Risk
   28




---



##### 



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

PageFinancial Statements:Report of Independent Registered Public
    Accounting Firm


30Consolidated Balance Sheets as of
    September 30, 2010 and 2009


31Consolidated Statements of Operations for the
    Years Ended September 30, 2010, 2009 and 2008


32Consolidated Statements of Stockholders
    Equity for the Years Ended September 30, 2010, 2009 and
    2008


33Consolidated Statements of Cash Flows for the
    Years Ended September 30, 2010, 2009 and 2008


34Notes to Consolidated Financial Statements


35   29




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM     Internal Control 
    Integrated Framework
        
    30




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  CONSOLIDATED BALANCE SHEETS
 (In
    thousands, except share and per share data)
  September 30,2010


2009ASSETSCurrent Assets:Cash and cash equivalents

$
115,353


$
97,403Accounts receivable, less allowance for doubtful accounts of
    $907 and $1,607, respectively


91,766



114,274Costs and estimated earnings in excess of billings on
    uncompleted contracts


38,064



46,335Inventories, net


38,244



46,252Income taxes receivable


6,726



695Deferred income taxes


3,087



3,303Prepaid expenses and other current assets


8,951



6,741Total Current Assets


302,191



315,003Property, plant and equipment, net


63,676



61,036Goodwill


1,003



1,084Intangible assets, net


26,132



21,305Other assets


7,710



6,412Total Assets

$
400,712


$
404,840LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Current maturities of long-term debt and capital lease
    obligations

$
1,683


$
4,692Income taxes payable


1,500



7,637Accounts payable


41,850



48,124Accrued salaries, bonuses and commissions


25,064



24,503Billings in excess of costs and estimated earnings on
    uncompleted contracts


31,009



44,772Accrued product warranty


5,929



7,558Other accrued expenses


7,711



11,856Total Current Liabilities


114,746



149,142Long-term debt and capital lease obligations, net of current
    maturities


5,202



4,800Deferred compensation


2,730



2,685Postretirement benefit obligation


532



784Other liabilities


199



212Total Liabilities


123,409



157,623Commitments and Contingencies (Note L)Equity:Stockholders Equity:Preferred stock, par value $.01; 5,000,000 shares
    authorized; none issued






Common stock, par value $.01; 30,000,000 shares authorized;
    11,676,955 and 11,479,610 shares issued, respectively;
    11,676,955 and 11,479,610 shares outstanding, respectively


117



115Additional paid-in capital


34,546



29,970Retained earnings


244,969



219,961Accumulated other comprehensive income (loss)


(1,352
)


(2,716
)Deferred compensation


(977
)


(569
)Total Stockholders Equity


277,303



246,761Noncontrolling interest






456Total Equity


277,303



247,217Total Liabilities and Equity

$
400,712


$
404,840    31




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF
    OPERATIONS
 (In thousands, except per share data)
  Year Ended September 30,2010


2009


2008Revenues

$
550,692


$
665,851


$
638,704Cost of goods sold


408,635



520,802



512,298Gross profit


142,057



145,049



126,406Selling, general and administrative expenses


84,457



79,954



80,416Amortization of intangible assets


4,477



3,460



3,585Impairment of goodwill


7,452







Operating income


45,671



61,635



42,405Interest expense


870



1,107



2,892Interest income


(260
)


(131
)


(355
)Income before income taxes


45,061



60,659



39,868Income tax provision


19,894



20,734



14,072Net income


25,167



39,925



25,796Net (income) loss attributable to noncontrolling interest


(159
)


(208
)


51Net income attributable to Powell Industries, Inc.

$
25,008


$
39,717


$
25,847Earnings per share attributable to Powell Industries, Inc.:Basic

$
2.17


$
3.48


$
2.29Diluted

$
2.14


$
3.43


$
2.26Weighted average shares:Basic


11,545



11,424



11,265Diluted


11,693



11,591



11,452    32




---



##### Table of Contents



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














AccumulatedCompre-








Additional





Otherhensive


Common Stock


Paid-in


Retained


Comprehensive


DeferredIncome


Shares


Amount


Capital


Earnings


Income/(Loss)


Compensation


TotalBalance, 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
)


246,761Net income


25,008















25,008











25,008Foreign currency translation adjustments


1,467



















1,467







1,467Exercise of stock options






109



1



1,699















1,700Stock-based compensation






58



1



1,113











(322
)


792Income tax benefit from stock options exercised














878















878Amortization of restricted stock


























467



467Issuance of restricted stock






30







886











(553
)


333Unrealized loss on cash flow hedges, net of tax of $265


(206
)


















(206
)






(206
)Postretirement benefit adjustment, net of tax of $58


103



















103







103Total comprehensive income

$
26,372















25,008



1,364







26,372Balance, September 30, 2010






11,677


$
117


$
34,546


$
244,969


$
(1,352
)

$
(977
)

$
277,303    33




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In
    thousands)
  Year Ended September 30,2010


2009


2008Operating Activities:Net income

$
25,167


$
39,925


$
25,796Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:Depreciation


9,154



7,493



8,133Amortization


4,549



3,469



3,740Impairment of goodwill


7,452







Stock-based compensation


1,929



2,256



2,592Bad debt expense


410



959



637Deferred income taxes


(348
)


(1,447
)


318Changes in operating assets and liabilities:Accounts receivable, net


39,687



15,392



(27,146
)Costs and estimated earnings in excess of billings on
    uncompleted contracts


8,243



35,701



(14,062
)Inventories


12,320



25,884



(25,513
)Prepaid expenses and other current assets


(5,813
)


(3,432
)


657Other assets


440



(194
)


Accounts payable and income taxes payable


(20,281
)


(4,891
)


(4,916
)Accrued liabilities


(5,392
)


(40
)


10,422Billings in excess of costs and estimated earnings on
    uncompleted contracts


(13,762
)


5,789



13,773Other


378



120



381Net cash provided by (used in) operating activities


64,133



126,984



(5,188
)Investing Activities:Proceeds from sale of fixed assets


14



30



Purchases of property, plant and equipment


(4,420
)


(8,081
)


(3,428
)Purchase of noncontrolling interest  Powell Asia


(659
)






Acquisition of Powell Canada


(23,394
)






Net cash used in investing activities


(28,459
)


(8,051
)


(3,428
)Financing Activities:Borrowings on US revolving line of credit






50,953



229,480Payments on US revolving line of credit






(69,953
)


(212,480
)Payments on UK revolving line of credit






(2,388
)


(1,596
)Payments on UK term loan






(4,223
)


(2,343
)Borrowings on Canadian revolving line of credit


891







Payments on Canadian revolving line of credit


(13,984
)






Payments on Canadian term loan


(2,429
)






Payments on industrial development revenue bonds


(400
)


(400
)


(400
)Payments on deferred acquisition payable


(4,292
)


(5,220
)


(5,563
)Payments on short-term and other financing


(1,087
)


(13
)


(52
)Proceeds from exercise of stock options


1,700



515



4,236Tax benefit from exercise of stock options


209



291



2,510Net cash (used in) provided by financing activities


(19,392
)


(30,438
)


13,792Net increase in cash and cash equivalents


16,282



88,495



5,176Effect of exchange rate changes on cash and cash equivalents


1,668



(1,226
)


(299
)Cash and cash equivalents at beginning of year


97,403



10,134



5,257Cash and cash equivalents at end of year

$
115,353


$
97,403


$
10,134    34




---



##### 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
    Reclassifications
    Use of
    Estimates
   35




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cash
    and Cash Equivalents
    Supplemental
    Disclosures of Cash Flow Information (in
    thousands):
  Year Ended September 30,2010

2009

2008Cash paid during the period for:Interest

$
563


$
439


$
1,447Income taxes, net of refunds


31,993



21,527



3,641   Fair
    Value of Financial Instruments
      Accounts
    Receivable
    Costs
    and Estimated Earnings in Excess of Billings on Uncompleted
    Contracts
  percentage-of-completion
   36




---



##### 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 and Amortization of Intangible
    Assets
      Goodwill
    and Indefinite Lived Assets
   37




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Income
    Taxes
      Revenue
    Recognition
  percentage-of-completion
  percentage-of-completion percentage-of-completion
 38




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Warranties
    Research
    and Development Expense
    Foreign
    Currency Translation
    Stock-Based
    Compensation
      Derivative
    Financial Instruments
   39




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Accumulated
    Other Comprehensive Income (Loss)
    Fair
    Value Measurements
    New
    Accounting Standards
   40




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             41




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Subsequent
    Events
  Form 10-K.
  C.
    Fair
    Value Measurements              Fair Value Measurements at September 30, 2010Quoted Prices in


Significant OtherActive Markets for


Observable


Significant


Fair Value atIdentical Assets


Inputs


Unobservable Inputs


September 30,(Level 1)


(Level 2)


(Level 3)


2010AssetsCash equivalents

$
64,014


$



$



$
64,014Total

$
64,014


$



$



$
64,014LiabilitiesForeign currency forward contracts

$



$
47


$



$
47Total

$



$
47


$



$
47  42




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value Measurements at September 30, 2009Quoted 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.
    Acquisition      12-month
 43




---



##### Table of Contents



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

$
16,643Inventories


4,180Prepaid expenses and other current assets


3,401Property, plant and equipment


7,863Goodwill


7,180Intangible assets


9,043Accounts payable and other current liabilities


(7,649
)Capital lease obligations


(2,667
)Bank debt assumed


(15,072
)Total purchase price

$
22,922     Pro
    forma results for Powell Canada Acquisition
    (Unaudited)
    Year Ended September 30,2009

2008Revenues

$
718,156


$
706,830Net income attributable to Powell Industries, Inc.


34,077



21,678Earnings per share attributable to Powell Industries, Inc.:Basic

$
2.98


$
1.92Diluted

$
2.94


$
1.89  44




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  1 2
              E.
    Goodwill
    and Other Intangible Assets        Goodwill


Intangible AssetsBalance at September 30, 2008

$
1,084


$
25,014Amortization






(3,460
)Foreign currency translation adjustment






(249
)Balance at September 30, 2009


1,084



21,305Acquisition of Powell Canada


7,180



9,043Amortization






(4,477
)Impairment


(7,452
)


Foreign currency translation adjustment


272



261Other


(81
)


Balance at September 30, 2010

$
1,003


$
26,132  45




---



##### Table of Contents



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

Total2011

$
3,4442012


2,4222013


2,2092014


1,4732015


1,375   F.
    Earnings
    Per Share    Year Ended September 30,2010


2009


2008Numerator:Net income attributable to Powell Industries, Inc.

$
25,008


$
39,717


$
25,847Denominator:Weighted average basic shares


11,545



11,424



11,265Dilutive effect of stock options, restricted stock and
    restricted stock units


148



167



187Weighted average diluted shares with assumed conversions


11,693



11,591



11,452Net earnings per share:Basic

$
2.17


$
3.48


$
2.29Diluted

$
2.14


$
3.43


$
2.26    46




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  G.
    Detail of
    Selected Balance Sheet Accounts  Allowance
    for Doubtful Accounts
    September 30,2010


2009Balance at beginning of year

$
1,607


$
1,180Increase to bad debt expense


422



959Deductions for uncollectible accounts written off, net of
    recoveries


(1,168
)


(631
)Increase due to foreign currency translation


46



99Balance at end of year

$
907


$
1,607   Warranty
    Accrual
    September 30,2010


2009Balance at beginning of year

$
7,558


$
6,793Increase to warranty expense


1,118



5,124Deductions for warranty charges


(2,703
)


(4,008
)Decrease due to foreign currency translation


(44
)


(351
)Balance at end of year

$
5,929


$
7,558   Inventories
    September 30,2010


2009Raw materials, parts and subassemblies

$
40,325


$
43,968Work-in-progress


4,646



8,597Provision for excess and obsolete inventory


(6,727
)


(6,313
)Total inventories

$
38,244


$
46,252  47




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cost
    and Estimated Earnings on Uncompleted Contracts
    September 30,2010


2009Costs incurred on uncompleted contracts

$
482,149


$
552,805Estimated earnings


138,836



136,603620,985



689,408Less: Billings to date


613,930



687,845Net underbilled position

$
7,055


$
1,563Included in the accompanying balance sheets under the following
    captions:Costs and estimated earnings in excess of billings on
    uncompleted contracts  underbilled

$
38,064


$
46,335Billings in excess of costs and estimated earnings on
    uncompleted contracts  overbilled


(31,009
)


(44,772
)Net underbilled position

$
7,055


$
1,563   Property,
    Plant and Equipment
    September 30,


Range of2010


2009


Asset LivesLand

$
7,641


$
7,268



Buildings and improvements


52,627



51,056



3 - 39 YearsMachinery and equipment


61,877



51,977



3 - 15 YearsFurniture and fixtures


3,332



3,050



3 - 10 YearsConstruction in process


1,384



3,771



126,861



117,122Less: Accumulated depreciation


(63,185
)


(56,086
)Total property, plant and equipment, net

$
63,676


$
61,036    48




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  H.
    Long-Term
    Debt    September 30,2010


2009Industrial development revenue bonds

$
4,800


$
5,200Capital lease obligations


2,085



Deferred acquisition payable






4,292Subtotal long-term debt and capital lease obligations


6,885



9,492Less current portion


(1,683
)


(4,692
)Total long-term debt and capital lease obligations

$
5,202


$
4,800     Long-TermDebtYear Ending September 30,

Maturities2011

$
1,6832012


9172013


6622014


4232015


400Thereafter


2,800Total long-term debt maturities

$
6,885   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
    Canadian
    Revolver
     50




---



##### Table of Contents



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




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  I.
    Income
    Taxes    Year Ended September 30,2010


2009


2008Current:Federal

$
18,126


$
18,028


$
10,487State


1,750



2,910



1,628Foreign


1,071



1,146



1,601Deferred


(1,053
)


(1,350
)


356Total income tax provision

$
19,894


$
20,734


$
14,072     Year Ended September 30,2010


2009


2008U.S.

$
53,467


$
56,115


$
35,089Other than U.S.


(8,406
)


4,544



4,779Income from continuing operations before provision for income
    taxes

$
45,061


$
60,659


$
39,868     Year Ended September 30,2010


2009


2008Statutory rate


35
%


35
%


35
%State income taxes, net of federal benefit


3



3



3International withholding tax






(1
)


Other permanent tax items










(1
)Foreign rate differential


1



(1
)


(1
)Domestic production activities deduction


(2
)


(2
)


(1
)Foreign valuation allowance and other


7







Effective rate


44
%


34
%


35
%      52




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      September 30,2010


2009Current deferred income taxes:Gross assets

$
8,057


$
9,457Gross liabilities


(4,970
)


(6,154
)Net current deferred income tax asset


3,087



3,303Noncurrent deferred income taxes:Gross assets


7,721



3,894Gross liabilities


(5,634
)


(2,703
)Net noncurrent deferred income tax asset


2,087



1,191Net deferred income tax asset

$
5,174


$
4,494       September 30,2010


2009Allowance for doubtful accounts

$
110


$
40Workers compensation


200



388Stock-based compensation


390



458Reserve for accrued employee benefits


1,638



2,431Warranty accrual


1,672



2,900Uncompleted long-term contracts


(4,164
)


(6,155
)Depreciation and amortization


1,291



(627
)Deferred compensation


999



1,062Postretirement benefits liability


350



396Accrued legal


88



93Uniform capitalization and inventory


3,813



3,495Software development costs


(461
)


(488
)Goodwill impairment


2,122



Net operating loss


903



Valuation allowance on foreign deferred tax assets


(3,729
)


Other


(48
)


501Net deferred income tax asset

$
5,174


$
4,494  53




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  20-year
    Balance as of September 30, 2009

$
588Increases related to tax positions taken during a prior period


331Decreases related to expectations of statute of limitations


(78
)Balance as of September 30, 2010

$
841       and/or
  J.
    Derivative
    Instruments and Hedging Strategies     54




---



##### 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

$
47Total derivatives



$





$
47     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, 2010


Income into Income

September 30, 2010Derivatives designated as cash flow hedges:Foreign exchange forwards

$
757


Revenues

$
(89
)Total designated cash flow hedges

$
757




$
(89
)     (1)
    
    For the year ended September 30, 2010, we recorded in other
    (income) expense an immaterial amount of ineffectiveness from
    cash flow hedges. 55




---



##### Table of Contents



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

Revenues

$
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
           56




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Credit
    Risk
    K.
    Employee
    Benefit Plans  401(k)
    Plan
    Employee
    Stock Ownership Plan
    Deferred
    Compensation
  and/or
 57




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Retiree
    Medical Plan
        September 30,2010


2009Net actuarial gain

$
(1,113
)

$
(1,067
)Prior service cost


167



282Total recognized in accumulated other comprehensive income

$
(946
)

$
(785
)     Net actuarial gain

$
(58
)Prior service cost


116Total

$
58  58




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    September 30,2010


2009Changes in postretirement benefit obligation:Balance at beginning of year

$
741


$
807Service cost


33



60Interest cost


39



59Actuarial loss (gain)


(95
)


(147
)Benefits paid


(55
)


(38
)Balance at end of year

$
663


$
741Change in plan assets:Fair value of assets at beginning of year

$



$
Employer contributions


55



38Benefits paid


(55
)


(38
)Fair value of assets at end of year

$



$
Reconciliation of funded status:Unfunded liability

$
(663
)

$
(741
)Unrecognized prior service cost


167



282Unrecognized net actuarial gain


(1,113
)


(1,067
)Net liability recognized

$
(1,609
)

$
(1,526
)   2010

2009Weighted-average assumptions used to determine benefit
    obligations at September 30:Discount rate pre-retirement


0.00
%


0.00
%Discount rate post-retirement


4.56



5.45Current year trend rate


9.00



9.00Ultimate trend rate


5.00



5.00Year ultimate trend rate reached


2013



2012     Year Ended September 30,2010


2009


2008Components of net periodic postretirement benefit cost:Service cost

$
33


$
60


$
52Interest cost


39



59



49Prior service cost


115



115



115Net gain recognized


(49
)


(75
)


(79
)Net periodic postretirement benefit cost

$
138


$
159


$
137  59




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2010

2009Weighted-average assumptions used to determine benefit costs 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     ExpectedBenefitYear Ending September 30,

Payments2011

$
622012


682013


582014


652015


552016 through 2020


284   L.
    Commitments
    and Contingencies  Long-Term
    Debt
    Leases
    OperatingYears Ending September 30,

Leases2011

$
3,3622012


3,0142013


1,9882014


7282015


1Thereafter


1Total lease commitments

$
9,094    60




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Letters
    of Credit and Bonds
        Litigation
    M.
    Stock-Based
    Compensation       61




---



##### Table of Contents



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


AverageRestricted


Grant DateStock


Fair ValueUnits


Per ShareOutstanding at September 30, 2007


106,706



31.86Granted


31,353



37.68Expired or cancelled


(19,591
)


31.86Vested/exercised






Outstanding at September 30, 2008


118,468



33.40Granted


32,911



40.48Expired or cancelled


(23,230
)


34.92Vested/exercised


(33,560
)


31.86Outstanding at September 30, 2009


94,589



36.04Granted


34,688



38.36Expired or cancelled






Vested/exercised


(41,823
)


31.86Outstanding at September 30, 2010


87,454



38.96    62




---



##### 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, 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



17.14Granted






Exercised


(108,750
)


15.63Forfeited






Outstanding at September 30, 2010


128,600



18.41



1.72


$
2,367Exercisable at September 30, 2010


128,600



18.41



1.72


$
2,367     Outstanding


ExercisableWeighted


Weighted





WeightedNumber


Average


Average


Number


AverageRange of

Outstanding at


Remaining


Exercise


Exercisable at


ExerciseExercise Prices

09/30/10


Contractual Life


Price


09/30/10


Price16.30 - 18.44


128,600



1.72


$
18.41



128,600


$
18.41Total Options


128,600











128,600  63




---



##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  N.
    Business
    Segments        Year Ended September 30,2010


2009


2008Revenues:Electrical Power Products

$
524,236


$
637,845


$
611,470Process Control Systems


26,456



28,006



27,234Total

$
550,692


$
665,851


$
638,704Gross profit:Electrical Power Products

$
133,778


$
133,629


$
118,171Process Control Systems


8,279



11,420



8,235Total

$
142,057


$
145,049


$
126,406Income (loss) before income taxes:Electrical Power Products

$
44,557


$
56,700


$
38,241Process Control Systems


504



3,959



1,627Total

$
45,061


$
60,659


$
39,868     Geographic
    Information
    Year Ended September 30,2010


2009


2008Europe (including former Soviet Union)

$
25,174


$
30,582


$
50,807Far East


24,998



62,155



13,092Middle East and Africa


25,880



28,405



55,960North, Central and South America (excluding U.S.)


81,506



28,737



49,772United States


393,134



515,972



469,073Total revenues

$
550,692


$
665,851


$
638,704  64




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##### Table of Contents



POWELL
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    September 30,2010


2009Long-lived assets:United States

$
50,211


$
53,503United Kingdom


6,937



7,481Canada


6,528



Other






52Total

$
63,676


$
61,036     O.
    Quarterly
    Results of Operations (Unaudited)    2010 QuartersFirst

Second

Third

Fourth

2010Revenues

$
135,916


$
142,135


$
138,880


$
133,761


$
550,692Gross profit


37,817



36,533



38,244



29,463



142,057Net income (loss) attributable to Powell Industries, Inc.


9,644



9,860



10,286



(4,782
)


25,008Basic earnings (loss) per share


0.84



0.86



0.89



(0.41
)


2.17Diluted earnings (loss) per share


0.83



0.85



0.88



(0.41
)


2.14   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 attributable to Powell Industries, Inc.


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   year-to-date
 65




---



##### 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   66




---



##### 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.
 67




---



##### 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). 68




---



##### 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).10
.25



Powell Industries, Inc. 2006 Equity Compensation Plan (filed as
    Appendix A to our definitive proxy statement dated
    January 12, 2007, and incorporated herein by reference).10
.26



Credit Agreement dated as of December 15, 2009, between
    Powell PowerComm Inc., as Borrower, Powell Industries, Inc.,
    Nextron Limited, PPC Technical Services Inc., as Guarantors, and
    HSBC Bank Canada, as Lender (filed as Exhibit 10.1 to our
    Form 8-K
    filed on December 21, 2009, 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. 69




---



##### 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/  Bonnie
    V. HancockBonnie
    V. Hancock

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    70




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##### 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).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). 71




---



##### 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/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).10
.25



Powell Industries, Inc. 2006 Equity Compensation Plan (filed as
    Appendix A to our definitive proxy statement dated
    January 12, 2007, and incorporated herein by reference).10
.26



Credit Agreement dated as of December 15, 2009, between
    Powell PowerComm Inc., as Borrower, Powell Industries, Inc.,
    Nextron Limited, PPC Technical Services Inc., as Guarantors, and
    HSBC Bank Canada, as Lender (filed as Exhibit 10.1 to our
    Form 8-K
    filed on December 21, 2009, 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. 72