##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended August 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from __________ to ___________
 Commission File Number 001-13651
 ROBBINS & MYERS, INC.
 
 Ohio
    
    31-0424220(State or other jurisdiction of
    
    (I.R.S. Employerincorporation)
    
    Identification No.)51 Plum St., Suite 260, Dayton, OH
    
    45440(Address of principal executive offices)
    
    (Zip Code)
 
  Name of each exchange onTitle of each class
    
    which registeredCommon Shares, without par value
    
    New York
  þ o
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o o þ
 Aggregate market value of Common Shares, without par
value, held by non-affiliates of the Company at February 28, 2010
(the last business day of the Companys second fiscal quarter),
based on the closing sales price on the New York Stock Exchange
on February 26, 2010
    
    $
    651,071,375Number of Common Shares, without par value, outstanding
at September 30, 2010
    
    
    32,962,195
 DOCUMENT INCORPORATED BY REFERENCE




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TABLE OF CONTENTS  ITEM 1. BUSINESSITEM 1A. RISK FACTORSITEM 2. PROPERTIESITEM 3. LEGAL PROCEEDINGSITEM 4.[REMOVED AND RESERVED]PART IIITEM 5. MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESITEM 6. SELECTED FINANCIAL DATAITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREITEM 9A. CONTROLS AND PROCEDURESITEM 9B. OTHER INFORMATIONPART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCEITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESINDEX TO EXHIBITSEX-10.1EX-10.2EX-10.3EX-21.1EX-23.1EX-24.1EX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  
 ITEM 1. BUSINESS
 Important Information Regarding Forward-Looking Statements
       Fluid Management Segment
  Sales, Marketing and Distribution.
 Aftermarket Sales
 1




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Markets and Competition.
 Process Solutions Segment
  Sales,
Marketing and Distribution.
 Aftermarket Sales.
 Markets and Competition.
 Romaco Segment
  Sales, Marketing and Distribution.
 Aftermarket Sales
 Markets and Competition.
 2




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Other Consolidated Information
                 3




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ITEM 1A. RISK FACTORS
  Some of our end-markets are cyclical, which may cause fluctuations in our sales and operating
results.
  Our businesses are adversely affected by economic downturns.
    Our restructuring activities could affect our business and financial results.
  Approximately 59% of our sales are to customers outside the United States, and we are subject to
economic and political and currency fluctuation risks or devaluation associated with international
operations.
  4




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Regulatory and legal developments including changes to United States taxation rules, health



care reform and recent governmental climate change initiatives could negatively affect our
financial performance.
  We must comply with a variety of import and export laws and regulations, and the cost of compliance
as well as the consequences of failure to properly comply with such laws could adversely affect our
business.
  Competition in our markets could cause our sales to decrease.
  The nature of our products creates the possibility of product liability lawsuits, which could harm
our business.
  Our results of operations could vary based on the availability and cost of our raw materials.
  5




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Our results of operations could vary as a result of the methods, estimates and judgments we use in
applying our accounting policies or due to changes in accounting standards.
  Any impairment in the value of our intangible assets, including goodwill, would negatively affect
our operating results and total capitalization.
  Work stoppages, union and works council campaigns, labor disputes and other matters associated with
our labor force could adversely impact our results of operations and cause us to incur incremental
costs.
  The Companys growth and results of operations may be adversely affected if the Company is
unsuccessful in its capital allocation and acquisition program or unable to successfully divest
non-core assets and businesses.
  ITEM 1B. UNRESOLVED STAFF COMMENTS
  6




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ITEM 2. PROPERTIES
  Square FootageSales/
    
    
    (in thousands)Manufacturing
    
    
    Service
    
    
    Owned
    
    
    LeasedFunction and size by segment:Fluid Management
    
    
    13
    
    
    
    16
    
    
    
    1,008
    
    
    
    153Process Solutions
    
    
    12
    
    
    
    
    
    
    
    1,667
    
    
    
    149Romaco
    
    
    5
    
    
    
    1
    
    
    
    221
    
    
    
    80
 North America
    
    
    South America
    
    
    Europe
    
    
    Asia/AustraliaGeographical locations by segment:Fluid Management
    
    
    23
    
    
    
    3
    
    
    
    1
    
    
    
    2Process Solutions
    
    
    3
    
    
    
    1
    
    
    
    5
    
    
    
    3Romaco
    
    
    1
    
    
    
    
    
    
    
    5
    
    
    
    
 
 ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. [REMOVED AND RESERVED]
 Executive Officers of the Registrant
     7




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8




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PART II
 
 ITEM 5. MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
  DividendsDeclared andFiscal 2010
    
    High
    
    
    Low
    
    
    Paid per Share1st Quarter ended Nov. 30, 2009
    
    $
    25.76
    
    
    $
    22.33
    
    
    $
    0.04002nd Quarter ended Feb. 28, 2010
    
    
    26.45
    
    
    
    22.22
    
    
    
    0.04253rd Quarter ended May 31, 2010
    
    
    27.60
    
    
    
    20.95
    
    
    
    0.04254th Quarter ended Aug. 31, 2010
    
    
    25.00
    
    
    
    20.56
    
    
    
    0.0425
 Fiscal 20091st Quarter ended Nov. 30, 2008
    
    $
    43.19
    
    
    $
    16.53
    
    
    $
    0.03752nd Quarter ended Feb. 28, 2009
    
    
    20.02
    
    
    
    15.71
    
    
    
    0.04003rd Quarter ended May 31, 2009
    
    
    22.19
    
    
    
    13.45
    
    
    
    0.04004th Quarter ended Aug. 31, 2009
    
    
    23.76
    
    
    
    17.49
    
    
    
    0.0400
     ISSUER PURCHASES OF EQUITY SECURITIES
 Total Number of
    
    MaximumShares
    
    Number ofPurchased as
    
    Shares that MayAverage
    
    Part of Publicly
    
    Yet BeTotal Number
    
    Price
    
    Announced
    
    Purchased Underof Shares
    
    Paid per
    
    Plans or
    
    the Plans orPeriod
    
    Purchased(1)
    
    Share
    
    Programs
    
    Programs(2)June 1-30, 2010
    
    
    0
    
    
    $
    
    
    
    
    0
    
    
    
    992,463July 1-31, 2010
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    992,463August 1-31, 2010
    
    
    31,531
    
    
    
    23.66
    
    
    
    0
    
    
    
    992,463Total
    
    
    31,531
    
    
    
    
    
    
    
    0
 
 (1)
    
    During the fourth quarter of 2010, the Company purchased 31,531 of its
common shares in connection with its employee benefit plans, including
purchases associated with the vesting of restricted stock awards. These
purchases were not made pursuant to a publicly announced repurchase plan or
program.(2)
    
    On October 27, 2008, our Board of Directors approved the repurchase of up to 3.0 million
of our outstanding common shares (the Program). In the first quarter of fiscal 2009, we
repurchased an aggregate of 2,007,537 of our outstanding common shares pursuant to the Program. In
connection with the Program, the Company entered into a Rule 10b5-1 securities repurchase plan
which was effective November 17, 2008 through January 7,
2009. The Program will expire when we have repurchased all the authorized shares under the Program,
unless terminated earlier by a Board resolution. No shares were repurchased under the program in
fiscal 2010. 9




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ITEM 6. SELECTED FINANCIAL DATA
 Selected Financial Data (1)
  2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Operating ResultsOrders
    
    $
    641,320
    
    
    $
    554,349
    
    
    $
    812,998
    
    
    $
    719,848
    
    
    $
    688,822Ending backlog
    
    
    175,074
    
    
    
    134,977
    
    
    
    237,980
    
    
    
    193,821
    
    
    
    174,447Sales
    
    
    584,694
    
    
    
    640,358
    
    
    
    787,168
    
    
    
    695,393
    
    
    
    625,389EBIT (2,3)
    
    
    50,878
    
    
    
    74,368
    
    
    
    130,664
    
    
    
    94,282
    
    
    
    7,508Net income (loss) -Robbins & Myers, Inc. (2,3)
    
    
    33,197
    
    
    
    55,364
    
    
    
    87,402
    
    
    
    50,705
    
    
    
    (19,587
    )Net income (loss) per share, diluted (2,3)
    
    $
    1.01
    
    
    $
    1.66
    
    
    $
    2.52
    
    
    $
    1.48
    
    
    $
    (0.66
    )Financial ConditionTotal assets
    
    $
    817,021
    
    
    $
    796,854
    
    
    $
    864,717
    
    
    $
    816,143
    
    
    $
    712,047Total cash
    
    
    149,213
    
    
    
    108,169
    
    
    
    123,405
    
    
    
    116,110
    
    
    
    48,365Total long-term debt (excluding portion due within one year)
    
    
    93
    
    
    
    265
    
    
    
    30,435
    
    
    
    30,553
    
    
    
    104,787Total equity (4)
    
    
    491,024
    
    
    
    483,111
    
    
    
    515,456
    
    
    
    424,947
    
    
    
    351,115Other DataCash flow from operating activities
    
    $
    88,483
    
    
    $
    51,860
    
    
    $
    89,560
    
    
    $
    65,113
    
    
    $
    40,581Capital expenditures, net
    
    
    10,611
    
    
    
    17,694
    
    
    
    22,114
    
    
    
    16,536
    
    
    
    13,660Amortization
    
    
    601
    
    
    
    1,107
    
    
    
    1,279
    
    
    
    1,631
    
    
    
    2,343Depreciation
    
    
    15,029
    
    
    
    15,119
    
    
    
    14,970
    
    
    
    14,993
    
    
    
    16,235Dividends declared per share
    
    $
    0.1675
    
    
    $
    0.1575
    
    
    $
    0.1450
    
    
    $
    0.1250
    
    
    $
    0.1100Number of employees
    
    
    2,965
    
    
    
    3,027
    
    
    
    3,357
    
    
    
    3,233
    
    
    
    3,271
 10




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2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006(In thousands, except per share data)Pre-tax impact of special items expense (income):Cost of sales-restructuring inventory writedowns-
Process Solutions and Romaco segments
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1,127Other restructuring costs including severance
    
    
    2,764
    
    
    
    
    
    
    
    
    
    
    
    1,818
    
    
    
    8,472Net product line/facility sale gains
    
    
    
    
    
    
    
    
    
    
    (7,631
    )
    
    
    (5,279
    )
    
    
    (10,258
    )Goodwill impairment-Romaco segment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39,174Total special items
    
    $
    2,764
    
    
    $
    
    
    
    $
    (7,631
    )
    
    $
    (3,461
    )
    
    $
    38,515(Decrease) increase on net income due to special items
    
    $
    (2,764
    )
    
    $
    
    
    
    $
    6,265
    
    
    $
    3,461
    
    
    $
    (36,941
    )(Decrease) increase on diluted earnings per share
due to special items
    
    $
    (0.08
    )
    
    $
    
    
    
    $
    0.18
    
    
    $
    0.06
    
    
    $
    (1.29
    )
   11




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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Overview
       12




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Fluid Management
 Process Solutions
 Romaco
 13




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Results of Operations
  Consolidated
    
    2010
    
    
    2009
    
    
    2008Sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    66.3
    
    
    
    64.9
    
    
    
    63.1Gross profit
    
    
    33.7
    
    
    
    35.1
    
    
    
    36.9SG&A expenses
    
    
    24.5
    
    
    
    23.5
    
    
    
    21.2Other expense (income)
    
    
    0.5
    
    
    
    
    
    
    
    (0.9
    )EBIT
    
    
    8.7
    %
    
    
    11.6
    %
    
    
    16.6
    %
 By Segment
    
    2010
    
    
    2009
    
    
    2008(In millions, except percents)Fluid Management:Sales
    
    $
    308.5
    
    
    $
    327.9
    
    
    $
    389.5EBIT
    
    
    75.3
    
    
    
    80.0
    
    
    
    97.3EBIT %
    
    
    24.4
    %
    
    
    24.4
    %
    
    
    25.0
    %Process Solutions:Sales
    
    $
    169.7
    
    
    $
    199.4
    
    
    $
    246.9EBIT
    
    
    (8.7
    )
    
    
    8.6
    
    
    
    31.6EBIT %
    
    
    (5.1
    )%
    
    
    4.3
    %
    
    
    12.8
    %Romaco:Sales
    
    $
    106.5
    
    
    $
    113.0
    
    
    $
    150.7EBIT
    
    
    4.0
    
    
    
    2.3
    
    
    
    20.6EBIT %
    
    
    3.7
    %
    
    
    2.0
    %
    
    
    13.7
    %Consolidated:Sales
    
    $
    584.7
    
    
    $
    640.4
    
    
    $
    787.2EBIT
    
    
    50.9
    
    
    
    74.4
    
    
    
    130.7EBIT %
    
    
    8.7
    %
    
    
    11.6
    %
    
    
    16.6
    %
   Fiscal Year Ended August 31, 2010 Compared with Fiscal Year Ended August 31, 2009
 Net Sales
   14




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Earnings Before Interest and Income Taxes (EBIT)
      Interest Expense
  15




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Income Taxes
  Net Income
  Fiscal Year Ended August 31, 2009 Compared with Fiscal Year Ended August 31, 2008
 Net Sales
     Earnings Before Interest and Income Taxes (EBIT)
    16




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Interest Expense
  Income Taxes
  Net Income
  17




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Liquidity and Capital Resources
 Operating Activities
   Investing Activities
   Financing Activities
    Credit Agreement
    18




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Critical Accounting Policies and Estimates
  Revenue Recognition
  Use of Estimates
       Goodwill and Other Intangible Assets
  19




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Foreign Currency Accounting
   Pensions
    20




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New Accounting Pronouncements
     21




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22




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Contractual Obligations
  Payments Due by PeriodTwo toLong-term contractual
    
    
    
    
    
    One year
    
    
    three
    
    
    Four to
    
    
    After fiveobligations
    
    Total
    
    
    or less
    
    
    years
    
    
    five years
    
    
    years(In thousands)Debt obligations
    
    $
    285
    
    
    $
    192
    
    
    $
    93
    
    
    $
    
    
    
    $
    Operating leases (1)
    
    
    15,505
    
    
    
    4,614
    
    
    
    5,983
    
    
    
    3,415
    
    
    
    1,493Total contractual cash
obligations
    
    $
    15,790
    
    
    $
    4,806
    
    
    $
    6,076
    
    
    $
    3,415
    
    
    $
    1,493
 
 (1)
    
    Operating leases consist primarily of building and equipment leases.  23




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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    Non-U.S. DollarVariable RateMaturity Date
    
    Amount
    
    
    Rate(In thousands, except percents)2011
    
    $
    192
    
    
    
    10.00
    %2012
    
    
    93
    
    
    
    2.002013
    
    
    
    
    
    
    2014
    
    
    
    
    
    
    2015
    
    
    
    
    
    
    Thereafter
    
    
    
    
    
    
    Total
    
    $
    285
    
    
    
    7.39
    %Fair value
    
    $
    285
 24




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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 Report of Independent Registered Public Accounting Firm
 
       
 25




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Report of Independent Registered Public Accounting Firm
 
      
 26




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CONSOLIDATED BALANCE SHEET
 August 31,2010
    
    
    2009ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    149,213
    
    
    $
    108,169Accounts receivable
    
    
    115,387
    
    
    
    114,191Inventories
    
    
    97,939
    
    
    
    105,772Other current assets
    
    
    7,589
    
    
    
    11,573Deferred taxes
    
    
    14,164
    
    
    
    12,519Total Current Assets
    
    
    384,292
    
    
    
    352,224Goodwill
    
    
    260,332
    
    
    
    267,687Other Intangible Assets
    
    
    3,774
    
    
    
    5,789Deferred Taxes
    
    
    33,932
    
    
    
    26,477Other Assets
    
    
    10,091
    
    
    
    9,490Property, Plant and Equipment
    
    
    124,600
    
    
    
    135,187$
    817,021
    
    
    $
    796,854LIABILITIES AND EQUITYCurrent Liabilities:Accounts payable
    
    $
    66,562
    
    
    $
    55,918Accrued expenses
    
    
    86,872
    
    
    
    66,141Deferred taxes
    
    
    3,473
    
    
    
    1,918Current portion of long-term debt
    
    
    192
    
    
    
    30,194Total Current Liabilities
    
    
    157,099
    
    
    
    154,171Long-Term Debt, Less Current Portion
    
    
    93
    
    
    
    265Deferred Taxes
    
    
    42,568
    
    
    
    44,194Other Long-Term Liabilities
    
    
    126,237
    
    
    
    115,113Robbins & Myers, Inc. Shareholders Equity:Common stock-without par value:Authorized shares-80,000,000Issued shares-35,004,612 in 2010 (34,884,158 in 2009)
    
    
    192,749
    
    
    
    190,097Treasury shares-2,045,748 in 2010 (2,046,039 in 2009)
    
    
    (39,564
    )
    
    
    (39,753
    )Retained earnings
    
    
    372,198
    
    
    
    344,530Accumulated other comprehensive (loss) income:Foreign currency translation
    
    
    (4,052
    )
    
    
    10,138Pension liability
    
    
    (45,267
    )
    
    
    (36,061
    )Total
    
    
    (49,319
    )
    
    
    (25,923
    )Total Robbins & Myers, Inc. Shareholders Equity
    
    
    476,064
    
    
    
    468,951Noncontrolling Interest
    
    
    14,960
    
    
    
    14,160Total Equity
    
    
    491,024
    
    
    
    483,111$
    817,021
    
    
    $
    796,854
  27




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CONSOLIDATED EQUITY STATEMENT
 Robbins & Myers, Inc. Shareholders EquityAccumulatedOtherComprehensiveCommon
    
    
    Treasury
    
    
    Retained
    
    
    Income
    
    
    NoncontrollingShares
    
    
    Shares
    
    
    Earnings
    
    
    (Loss)
    
    
    Interest
    
    
    TotalBalance at September 1, 2007
    
    $
    172,319
    
    
    $
    (683
    )
    
    $
    217,548
    
    
    $
    23,334
    
    
    $
    12,429
    
    
    $
    424,947Net income
    
    
    
    
    
    
    
    
    
    
    87,402
    
    
    
    
    
    
    
    2,132
    
    
    
    89,534Change in foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,079
    )
    
    
    (242
    )
    
    
    (3,321
    )Change in minimum pension liability, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,748
    
    
    
    
    
    
    
    1,748Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,890
    
    
    
    87,961GAAP adoption-tax contingencies
    
    
    
    
    
    
    
    
    
    
    (5,538
    )
    
    
    
    
    
    
    
    
    
    
    (5,538
    )Dividends and other-net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,120
    
    
    
    1,120Restricted stock grants-net, 64,546 shares (0 from Treasury)Restricted stock expense
    
    
    666
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    666Cash dividend declared, $0.1450 per share
    
    
    
    
    
    
    
    
    
    
    (5,003
    )
    
    
    
    
    
    
    
    
    
    
    (5,003
    )Treasury stock purchases, 29,236 shares
    
    
    
    
    
    
    (1,264
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,264
    )Stock option expense
    
    
    745
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    745Performance stock award expense
    
    
    1,979
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,979Proceeds from employee benefit plan share sales, 34,700 shares
    
    
    1,278
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,278Stock options exercised, 388,198 shares
    
    
    4,249
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,249Tax impact of vested restricted stock and stock options exercised
    
    
    4,316
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,316Balance at August 31, 2008
    
    
    185,552
    
    
    
    (1,947
    )
    
    
    294,409
    
    
    
    22,003
    
    
    
    15,439
    
    
    
    515,456Net income
    
    
    
    
    
    
    
    
    
    
    55,364
    
    
    
    
    
    
    
    1,210
    
    
    
    56,574Change in foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (26,807
    )
    
    
    (859
    )
    
    
    (27,666
    )Change in minimum pension liability, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21,119
    )
    
    
    
    
    
    
    (21,119
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    351
    
    
    
    7,789Dividends and other-net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,630
    )
    
    
    (1,630
    )Restricted stock grants-net, 38,816 shares (15,022 from Treasury)Restricted stock expense
    
    
    734
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    734Cash dividend declared, $0.1575 per share
    
    
    
    
    
    
    
    
    
    
    (5,243
    )
    
    
    
    
    
    
    
    
    
    
    (5,243
    )Treasury stock purchases-share buyback program, 2,007,537 shares
    
    
    
    
    
    
    (39,114
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (39,114
    )Treasury stock purchases-other, 34,920 shares
    
    
    
    
    
    
    (546
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (546
    )Vesting of restricted stock issued from Treasury stock, 55,266 shares
    
    
    (1,854
    )
    
    
    1,854
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock option expense
    
    
    1,008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,008Performance stock award expense
    
    
    1,719
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,719Proceeds from employee benefit plan share sales, 62,948 shares
    
    
    1,234
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,234Stock options exercised, 34,462 shares
    
    
    373
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    373Tax impact of vested restricted stock and stock options exercised
    
    
    1,331
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,331Balance at August 31, 2009
    
    
    190,097
    
    
    
    (39,753
    )
    
    
    344,530
    
    
    
    (25,923
    )
    
    
    14,160
    
    
    
    483,111Net income
    
    
    
    
    
    
    
    
    
    
    33,197
    
    
    
    
    
    
    
    950
    
    
    
    34,147Change in foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (14,190
    )
    
    
    538
    
    
    
    (13,652
    )Change in minimum pension liability, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,206
    )
    
    
    
    
    
    
    (9,206
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,488
    
    
    
    11,289Dividends and other-net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (688
    )
    
    
    (688
    )Restricted stock grants-net, 110,890 shares (37,961 from Treasury)Restricted stock expense
    
    
    760
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    760Cash dividend declared, $0.1675 per share
    
    
    
    
    
    
    
    
    
    
    (5,529
    )
    
    
    
    
    
    
    
    
    
    
    (5,529
    )Treasury stock purchases-other, 37,670 shares
    
    
    
    
    
    
    (886
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (886
    )Vesting of restricted stock issued from Treasury stock, 37,961 shares
    
    
    (1,075
    )
    
    
    1,075
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock option expense
    
    
    1,051
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,051Performance stock award expense
    
    
    1,224
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,224Proceeds from employee benefit plan share sales, 43,191 shares
    
    
    1,036
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,036Stock options exercised, 4,334 shares
    
    
    50
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50Tax impact of vested restricted stock and stock options exercised
    
    
    (394
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (394
    )Balance at August 31, 2010
    
    $
    192,749
    
    
    $
    (39,564
    )
    
    $
    372,198
    
    
    $
    (49,319
    )
    
    $
    14,960
    
    
    $
    491,024
  28




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##### Table of Contents



CONSOLIDATED STATEMENT OF INCOME
 Years ended August 31,2010
    
    
    2009
    
    
    2008Sales
    
    $
    584,694
    
    
    $
    640,358
    
    
    $
    787,168Cost of sales
    
    
    387,746
    
    
    
    415,861
    
    
    
    496,906Gross profit
    
    
    196,948
    
    
    
    224,497
    
    
    
    290,262Selling, general and administrative expenses
    
    
    143,306
    
    
    
    150,129
    
    
    
    167,229Other expense (income)
    
    
    2,764
    
    
    
    
    
    
    
    (7,631
    )Income before interest and income taxes
    
    
    50,878
    
    
    
    74,368
    
    
    
    130,664Interest expense, net
    
    
    195
    
    
    
    382
    
    
    
    2,031Income before income taxes
    
    
    50,683
    
    
    
    73,986
    
    
    
    128,633Income tax expense
    
    
    16,536
    
    
    
    17,412
    
    
    
    39,099Net income including noncontrolling interest
    
    
    34,147
    
    
    
    56,574
    
    
    
    89,534Less: Net income attributable to noncontrolling interest
    
    
    950
    
    
    
    1,210
    
    
    
    2,132Net income attributable to Robbins & Myers, Inc.
    
    $
    33,197
    
    
    $
    55,364
    
    
    $
    87,402Net income per share:Basic
    
    $
    1.01
    
    
    $
    1.67
    
    
    $
    2.53Diluted
    
    $
    1.01
    
    
    $
    1.66
    
    
    $
    2.52Weighted average common shares outstanding:Basic
    
    
    32,924
    
    
    
    33,227
    
    
    
    34,524Diluted
    
    
    33,004
    
    
    
    33,261
    
    
    
    34,718
  29




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##### Table of Contents



CONSOLIDATED CASH FLOW STATEMENT
 Years Ended August 31,2010
    
    
    2009
    
    
    2008OPERATING ACTIVITIESNet income including noncontrolling interest
    
    $
    34,147
    
    
    $
    56,574
    
    
    $
    89,534Adjustments to reconcile net income to net cash
and cash equivalents provided by operating activities:Depreciation
    
    
    15,029
    
    
    
    15,119
    
    
    
    14,970Amortization
    
    
    601
    
    
    
    1,107
    
    
    
    1,279Deferred taxes
    
    
    (5,003
    )
    
    
    4,417
    
    
    
    6,201Stock compensation
    
    
    3,035
    
    
    
    3,461
    
    
    
    3,390Net gain on sale of business/facilities/assets
    
    
    (1,022
    )
    
    
    
    
    
    
    (7,631
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    (5,176
    )
    
    
    34,457
    
    
    
    (1,067
    )Inventories
    
    
    3,893
    
    
    
    (3,651
    )
    
    
    (7,261
    )Other assets
    
    
    3,484
    
    
    
    (4,056
    )
    
    
    (560
    )Accounts payable
    
    
    13,144
    
    
    
    (28,394
    )
    
    
    3,682Accrued expenses and other liabilities
    
    
    26,351
    
    
    
    (27,174
    )
    
    
    (12,977
    )Net cash and cash equivalents provided by operating activities
    
    
    88,483
    
    
    
    51,860
    
    
    
    89,560INVESTING ACTIVITIESCapital expenditures, net of nominal disposals
    
    
    (10,611
    )
    
    
    (17,694
    )
    
    
    (22,114
    )Proceeds from sale of business/facilities/assets
    
    
    2,464
    
    
    
    
    
    
    
    8,484Acquisitions
    
    
    
    
    
    
    (2,325
    )
    
    
    (5,061
    )Net cash and cash equivalents used by investing activities
    
    
    (8,147
    )
    
    
    (20,019
    )
    
    
    (18,691
    )FINANCING ACTIVITIESProceeds from debt borrowings
    
    
    8,022
    
    
    
    6,653
    
    
    
    12,003Payments of long-term debt
    
    
    (38,196
    )
    
    
    (9,821
    )
    
    
    (81,451
    )Share buyback program
    
    
    
    
    
    
    (39,114
    )
    
    
    Net proceeds from issuance of common stock,
including stock option tax impact
    
    
    692
    
    
    
    2,938
    
    
    
    9,843Treasury stock purchases
    
    
    (886
    )
    
    
    (546
    )
    
    
    (1,264
    )Dividends paid
    
    
    (5,529
    )
    
    
    (5,243
    )
    
    
    (5,003
    )Net cash and cash equivalents used by financing activities
    
    
    (35,897
    )
    
    
    (45,133
    )
    
    
    (65,872
    )Effect of exchange rate changes on cash
    
    
    (3,395
    )
    
    
    (1,944
    )
    
    
    2,298Increase (decrease) in cash and cash equivalents
    
    
    41,044
    
    
    
    (15,236
    )
    
    
    7,295Cash and cash equivalents at beginning of year
    
    
    108,169
    
    
    
    123,405
    
    
    
    116,110Cash and cash equivalents at end of year
    
    $
    149,213
    
    
    $
    108,169
    
    
    $
    123,405
  30




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Consolidation
  Use of Estimates
  Accounts Receivable
   Inventories
  Goodwill and Other Intangible Assets
   Patents and trademarks
    
    14 to 17 yearsNon-compete agreements
    
    3 to 5 yearsFinancing costs
    
    3 to 5 years
 Property, Plant and Equipment
  Buildings
    
    45 yearsMachinery and equipment
    
    3 to 15 years
 31




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##### Table of Contents



Foreign Currency Accounting
  Product Warranties
   2010
    
    
    2009(In thousands)Balance at beginning of the fiscal year
    
    $
    7,221
    
    
    $
    7,853Warranty expense
    
    
    2,468
    
    
    
    2,750Deductions
    
    
    (3,354
    )
    
    
    (3,287
    )Impact of
 exchange rate changes
    
    
    (43
    )
    
    
    (95
    )Balance at end of the fiscal year
    
    $
    6,292
    
    
    $
    7,221
 Consolidated Statement of Income
  Revenue Recognition
  Income Taxes
   32




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##### Table of Contents



Consolidated Cash Flow Statement
  Fair Value of Financial Instruments
     Common Stock Plans
   2010
    
    2009
    
    2008Expected volatility of common stock
    
    
    45.60
    %
    
    
    38.90
    %
    
    
    35.86
    %Risk free interest rate
    
    
    3.25
    
    
    
    2.00
    
    
    
    4.00Dividend yield
    
    
    0.70
    
    
    
    0.90
    
    
    
    0.50Expected life of option
    
    7.0
    Yrs.
    
    7.0
    Yrs.
    
    7.0
    Yrs.Fair value at grant date
    
    $
    10.66
    
    
    $
    8.43
    
    
    $
    12.70
  33




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##### Table of Contents



New Accounting Pronouncements
      34




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##### Table of Contents



Reclassifications
  35




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##### Table of Contents



NOTE 2  BALANCE SHEET INFORMATION
 2010
    
    
    2009(In thousands)Accounts receivableAllowances for doubtful accounts
    
    $
    5,549
    
    
    $
    7,470InventoriesFIFO:Finished products
    
    $
    36,844
    
    
    $
    36,644Work in process
    
    
    41,011
    
    
    
    42,134Raw materials
    
    
    33,214
    
    
    
    38,551111,069
    
    
    
    117,329LIFO reserve, U.S. inventories
    
    
    (13,130
    )
    
    
    (11,557
    )$
    97,939
    
    
    $
    105,772Non-U.S. inventories at FIFO
    
    $
    71,455
    
    
    $
    78,403Property, plant and equipmentLand
    
    $
    15,308
    
    
    $
    16,916Buildings
    
    
    99,451
    
    
    
    103,728Machinery and equipment
    
    
    188,182
    
    
    
    182,804302,941
    
    
    
    303,448Less accumulated depreciation
    
    
    (178,341
    )
    
    
    (168,261
    )$
    124,600
    
    
    $
    135,187Accrued expensesSalaries, wages and payroll taxes
    
    $
    21,522
    
    
    $
    13,344Customer advances
    
    
    21,026
    
    
    
    16,825Pension benefits
    
    
    2,774
    
    
    
    3,068U.S. other postretirement benefits
    
    
    1,645
    
    
    
    1,555Warranty costs
    
    
    6,292
    
    
    
    7,221Accrued restructuring
    
    
    2,721
    
    
    
    Income taxes
    
    
    12,250
    
    
    
    3,375Commissions
    
    
    3,820
    
    
    
    3,609Other
    
    
    14,822
    
    
    
    17,144$
    86,872
    
    
    $
    66,141Other long-term liabilitiesGerman pension liability
    
    $
    41,500
    
    
    $
    43,755U.S. pension liability
    
    
    39,645
    
    
    
    31,215U.S. other postretirement benefits
    
    
    25,548
    
    
    
    22,153U.K. pension liability
    
    
    4,497
    
    
    
    3,912Switzerland pension liability
    
    
    3,082
    
    
    
    Other
    
    
    11,965
    
    
    
    14,078$
    126,237
    
    
    $
    115,113
 36




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##### Table of Contents



NOTE 3  FAIR VALUE MEASUREMENTS
    Quoted Prices
    
    
    Significantin Active
    
    
    Other
    
    
    SignificantMarkets for
    
    
    Observable
    
    
    UnobservableAugust 31,
    
    
    Identical Assets
    
    
    Inputs
    
    
    Inputs2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Cash and cash equivalents (1)
    
    $
    149,213
    
    
    $
    149,213
    
    
    $
    
    
    
    $
    Total assets at fair value
    
    $
    149,213
    
    
    $
    149,213
    
    
    $
    
    
    
    $
    
 
 (1)
    
    Our cash and cash equivalents primarily consist of cash in banks,
commercial paper and overnight investments in highly rated financial
institutions. Non-Financial Assets and Liabilities at Fair value on a Nonrecurring Basis
  Fair Value of Financial Instruments
  37




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##### Table of Contents



NOTE 4  STATEMENT OF INCOME INFORMATION
  2010
    
    
    2009
    
    
    2008(In thousands)Process Solutions segment restructuring costs
    
    $
    2,764
    
    
    $
    
    
    
    $
    Gain on disposition of product lines/facilities
    
    
    
    
    
    
    
    
    
    
    (7,631
    )Other expense (income)
    
    $
    2,764
    
    
    $
    
    
    
    $
    (7,631
    )
    Minimum lease payments
  (In thousands)2011
    
    $
    4,6142012
    
    
    3,3622013
    
    
    2,6212014
    
    
    1,9592015
    
    
    1,456Thereafter
    
    
    1,493$
    15,505
  38




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##### Table of Contents



NOTE 5  CASH FLOW STATEMENT INFORMATION
     2010
    
    
    2009
    
    
    2008(in thousands)Interest paid
    
    $
    2,089
    
    
    $
    2,133
    
    
    $
    8,141Income taxes paid, net of refunds
    
    
    10,577
    
    
    
    27,082
    
    
    
    30,838
 39




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##### Table of Contents



NOTE 6GOODWILL AND OTHER INTANGIBLE ASSETS
  Process
    
    
    FluidSolutions
    
    
    Management
    
    
    RomacoSegment
    
    
    Segment
    
    
    Segment
    
    
    Total(In thousands)Balance as of September 1, 2008
    
    $
    157,870
    
    
    $
    108,703
    
    
    $
    12,333
    
    
    $
    278,906Goodwill addition due to business
acquisition
    
    
    333
    
    
    
    
    
    
    
    
    
    
    
    333Translation adjustments
    
    
    (8,625
    )
    
    
    (2,514
    )
    
    
    (413
    )
    
    
    (11,552
    )Balance as of August 31, 2009
    
    
    149,578
    
    
    
    106,189
    
    
    
    11,920
    
    
    
    267,687Goodwill reclassification
    
    
    (45,000
    )
    
    
    45,000
    
    
    
    
    
    
    
    Translation adjustments
    
    
    (4,300
    )
    
    
    (1,726
    )
    
    
    (1,329
    )
    
    
    (7,355
    )Balance as of August 31, 2010
    
    $
    100,278
    
    
    $
    149,463
    
    
    $
    10,591
    
    
    $
    260,332
  2010
    
    
    2009Carrying
    
    
    Accumulated
    
    
    
    
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Net
    
    
    Amount
    
    
    Amortization
    
    
    Net(In thousands)Patents and trademarks
    
    $
    9,434
    
    
    $
    7,465
    
    
    $
    1,969
    
    
    $
    11,661
    
    
    $
    8,138
    
    
    $
    3,523Non-compete agreements
    
    
    8,680
    
    
    
    7,359
    
    
    
    1,321
    
    
    
    8,998
    
    
    
    7,622
    
    
    
    1,376Financing costs
    
    
    9,536
    
    
    
    9,052
    
    
    
    484
    
    
    
    9,631
    
    
    
    9,145
    
    
    
    486Other
    
    
    5,120
    
    
    
    5,120
    
    
    
    
    
    
    
    5,601
    
    
    
    5,197
    
    
    
    404$
    32,770
    
    
    $
    28,996
    
    
    $
    3,774
    
    
    $
    35,891
    
    
    $
    30,102
    
    
    $
    5,789
  40




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##### Table of Contents



NOTE 7  LONG-TERM DEBT
 2010
    
    
    2009(in thousands)Senior debt:Senior notes
    
    $
    
    
    
    $
    30,000Other
    
    
    285
    
    
    
    459Total debt
    
    
    285
    
    
    
    30,459Less current portion
    
    
    (192
    )
    
    
    (30,194
    )Long-term debt
    
    $
    93
    
    
    $
    265
      (In thousands)2011
    
    $
    1922012
    
    
    932013
    
    
    2014
    
    
    2015
    
    
    2016 and thereafter
    
    
    Total
    
    $
    285
 41




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##### Table of Contents



NOTE 8  RETIREMENT BENEFITS
    Pension Benefits2010
    
    
    2009
    
    
    2008(In thousands)Service cost
    
    $
    2,570
    
    
    $
    2,251
    
    
    $
    2,082Interest cost
    
    
    9,368
    
    
    
    10,062
    
    
    
    9,714Expected return on plan assets
    
    
    (6,523
    )
    
    
    (8,044
    )
    
    
    (8,352
    )Settlement/curtailment cost
    
    
    988
    
    
    
    600
    
    
    
    461Amortization of prior service cost
    
    
    723
    
    
    
    754
    
    
    
    759Amortization of transition asset
    
    
    (33
    )
    
    
    (31
    )
    
    
    (21
    )Recognized net actuarial losses
    
    
    3,210
    
    
    
    743
    
    
    
    214Net periodic benefit cost
    
    $
    10,303
    
    
    $
    6,335
    
    
    $
    4,857Defined contribution cost
    
    $
    2,620
    
    
    $
    3,040
    
    
    $
    3,056
 Other Benefits2010
    
    
    2009
    
    
    2008(In thousands)Service cost
    
    $
    431
    
    
    $
    405
    
    
    $
    392Interest cost
    
    
    1,328
    
    
    
    1,379
    
    
    
    1,389Net amortization
    
    
    814
    
    
    
    501
    
    
    
    716Net periodic benefit cost
    
    $
    2,573
    
    
    $
    2,285
    
    
    $
    2,497
   42




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##### Table of Contents



Pension Benefits
    
    
    Other Benefits2010
    
    
    2009
    
    
    2010
    
    
    2009(In thousands)Change in benefit obligation:Beginning of year
    
    $
    185,697
    
    
    $
    175,720
    
    
    $
    23,708
    
    
    $
    21,780Service cost
    
    
    2,693
    
    
    
    2,483
    
    
    
    431
    
    
    
    405Interest cost
    
    
    9,332
    
    
    
    10,389
    
    
    
    1,328
    
    
    
    1,379Participant contributions
    
    
    758
    
    
    
    776
    
    
    
    
    
    
    
    Currency exchange rate impact
    
    
    (5,751
    )
    
    
    (4,173
    )
    
    
    
    
    
    
    Actuarial losses
    
    
    18,246
    
    
    
    14,171
    
    
    
    3,220
    
    
    
    2,138Benefit payments
    
    
    (11,393
    )
    
    
    (13,669
    )
    
    
    (1,494
    )
    
    
    (1,994
    )End of year
    
    $
    199,582
    
    
    $
    185,697
    
    
    $
    27,193
    
    
    $
    23,708Change in plan assets:Beginning of year
    
    $
    103,747
    
    
    $
    125,416
    
    
    $
    
    
    
    $
    Currency exchange rate impact
    
    
    (359
    )
    
    
    (3,059
    )
    
    
    
    
    
    
    Actual return
    
    
    9,124
    
    
    
    (9,898
    )
    
    
    
    
    
    
    Company contributions
    
    
    6,207
    
    
    
    4,181
    
    
    
    1,494
    
    
    
    1,994Participant contributions
    
    
    758
    
    
    
    776
    
    
    
    
    
    
    
    Benefit payments
    
    
    (11,393
    )
    
    
    (13,669
    )
    
    
    (1,494
    )
    
    
    (1,994
    )End of year
    
    $
    108,084
    
    
    $
    103,747
    
    
    $
    
    
    
    $
    Funded status
    
    $
    (91,498
    )
    
    $
    (81,950
    )
    
    $
    (27,193
    )
    
    $
    (23,708
    )Accrued benefit cost
    
    $
    (91,498
    )
    
    $
    (81,950
    )
    
    $
    (27,193
    )
    
    $
    (23,708
    )Recorded as follows:Accrued expenses
    
    $
    (2,774
    )
    
    $
    (3,068
    )
    
    $
    (1,645
    )
    
    $
    (1,555
    )Other long-term liabilities
    
    
    (88,724
    )
    
    
    (78,882
    )
    
    
    (25,548
    )
    
    
    (22,153
    )(91,498
    )
    
    
    (81,950
    )
    
    
    (27,193
    )
    
    
    (23,708
    )Accumulated other comprehensive loss
    
    
    59,456
    
    
    
    48,416
    
    
    
    10,830
    
    
    
    8,424$
    (32,042
    )
    
    $
    (33,534
    )
    
    $
    (16,363
    )
    
    $
    (15,284
    )Deferred taxes on accumulated other comprehensive loss
    
    $
    (20,904
    )
    
    $
    (17,578
    )
    
    $
    (4,115
    )
    
    $
    (3,201
    )Accumulated other comprehensive loss at August 31:Net actuarial losses
    
    $
    58,028
    
    
    $
    45,796
    
    
    $
    10,007
    
    
    $
    7,388Prior service cost
    
    
    1,428
    
    
    
    2,620
    
    
    
    823
    
    
    
    1,036Deferred taxes
    
    
    (20,904
    )
    
    
    (17,578
    )
    
    
    (4,115
    )
    
    
    (3,201
    )Net accumulated other comprehensive loss at August 31
    
    $
    38,552
    
    
    $
    30,838
    
    
    $
    6,715
    
    
    $
    5,223
 43




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##### Table of Contents



2010
    
    
    2009(In thousands)Accumulated benefit obligation
    
    $
    196,618
    
    
    $
    182,948Projected benefit obligation
    
    
    199,582
    
    
    
    185,697Plan assets
    
    
    108,084
    
    
    
    103,747
   2010
    
    
    2009Equity securities
    
    
    63
    %
    
    
    65
    %Debt securities
    
    
    35
    
    
    
    34Cash and cash equivalents
    
    
    2
    
    
    
    1100
    %
    
    
    100
    %
    OtherPension Benefits
    
    Benefits(In thousands)2011
    
    $
    12,000
    
    
    $
    1,6002012
    
    
    12,000
    
    
    
    1,7002013
    
    
    12,000
    
    
    
    1,8002014
    
    
    11,900
    
    
    
    1,9002015
    
    
    11,700
    
    
    
    1,9002016-2020
    
    
    57,700
    
    
    
    10,300
 44




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##### Table of Contents



Pension Benefits
    
    
    Other Benefits2010
    
    
    2009
    
    
    2010
    
    
    2009Weighted average assumptions:Discount rate
    
    
    4.40
    %
    
    
    5.40
    %
    
    
    4.50
    %
    
    
    5.75
    %Expected return on plan assets
    
    
    6.40
    
    
    
    6.60
    
    
    
    N/A
    
    
    
    N/ARate of compensation increase
    
    
    2.50
    
    
    
    2.60
    
    
    
    N/A
    
    
    
    N/AHealth care cost increase
    
    
    N/A
    
    
    
    N/A
    
    
    
    8.0  5.0
    %
    
    
    8.5        5.0
    %Health care cost grading period
    
    
    N/A
    
    
    
    N/A
    
    
    6 years
    
    7 years
  Pension Benefits
    
    
    Other Benefits2010
    
    
    2009
    
    
    2010
    
    
    2009Discount rate
    
    
    5.40
    %
    
    
    6.30
    %
    
    
    5.75
    %
    
    
    6.90
    %Expected return on plan assets
    
    
    6.60
    
    
    
    7.70
    
    
    
    N/A
    
    
    
    N/ARate of compensation increase
    
    
    2.60
    
    
    
    3.00
    
    
    
    N/A
    
    
    
    N/AHealth care cost increase
    
    
    N/A
    
    
    
    N/A
    
    
    
    8.5  5.0
    %
    
    
    9.0  5.0
    %Health care cost grading period
    
    
    N/A
    
    
    
    N/A
    
    
    7 years
    
    8 years
  Increase
    
    
    Decrease(In thousands)Service and interest cost
    
    $
    180
    
    
    $
    (166
    )Postretirement benefit obligation
    
    
    1,139
    
    
    
    (995
    )
 45




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##### Table of Contents




    
    Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical
assets in active markets.
    
    Level 2: Inputs other than quoted prices included in Level 1 that are observable
for the asset through corroboration with observable market data.
    
    Level 3: Unobservable inputs that reflect the reporting entitys own assumptions.
  Quoted Prices In
    
    
    SignificantActive Markets
    
    
    Other
    
    
    Significantfor Identical
    
    
    Observable
    
    
    UnobservableAugust 31,
    
    
    Assets
    
    
    Inputs
    
    
    Inputs2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)(in thousands)Cash
    
    $
    2,168
    
    
    $
    2,168
    
    
    $
    
    
    
    $
    U.S. Government and
U.S. Agency Obligations (1)
    
    
    7,132
    
    
    
    7,132
    
    
    
    
    
    
    
    Common Stocks (1)
    
    
    5,222
    
    
    
    5,222
    
    
    
    
    
    
    
    Foreign Stocks (1)
    
    
    6,540
    
    
    
    6,540
    
    
    
    
    
    
    
    Common Trust Funds and
Mutual Funds (1)
    
    
    48,350
    
    
    
    48,350
    
    
    
    
    
    
    
    Corporate Obligations (2)
    
    
    11,616
    
    
    
    
    
    
    
    11,616
    
    
    
    Receivables against Banks
and Insurance Companies (1)
    
    
    26,456
    
    
    
    26,456
    
    
    
    
    
    
    
    Foreign Obligations (2)
    
    
    549
    
    
    
    
    
    
    
    549
    
    
    
    Other (2)
    
    
    51
    
    
    
    
    
    
    
    51
    
    
    
    Total
    
    $
    108,084
    
    
    $
    95,868
    
    
    $
    12,216
    
    
    $
    
 
 (1)
    
    U.S. Government and U.S. Agency Obligations, Common and Foreign Stocks, Receivables against
Banks and Insurance Companies and Common Trust and Mutual Funds are valued at the closing
price reported on the active market on which the individual securities are traded.(2)
    
    Corporate and Foreign Obligations and Other assets are estimated using recent transactions,
broker quotations and/or bond spread information. 46




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##### Table of Contents



NOTE 9  INCOME TAXES
  2010
    
    
    2009(In thousands)Deferred tax assets and liabilitiesAssets:Postretirement obligations
    
    $
    29,707
    
    
    $
    23,255Net operating loss carryforwards
    
    
    19,508
    
    
    
    17,720Tax credit carryforward
    
    
    10,023
    
    
    
    8,489Other accruals
    
    
    7,397
    
    
    
    5,774Inventory allowances
    
    
    4,852
    
    
    
    3,963Warranty reserve
    
    
    1,991
    
    
    
    2,024Customer advance payments and prepaid expenses
    
    
    
    
    
    
    858Research and development costs
    
    
    1,282
    
    
    
    1,624Goodwill and purchase assets basis differences
    
    
    261
    
    
    
    1,028Other items
    
    
    6,590
    
    
    
    4,11581,611
    
    
    
    68,850Less valuation allowances
    
    
    14,869
    
    
    
    15,30266,742
    
    
    
    53,548Liabilities:Other accruals
    
    
    3,473
    
    
    
    1,918Fixed asset basis differences
    
    
    10,173
    
    
    
    9,704Goodwill and purchased asset basis differences
    
    
    49,159
    
    
    
    47,595Other items
    
    
    1,882
    
    
    
    1,44764,687
    
    
    
    60,664Net deferred tax asset (liability)
    
    $
    2,055
    
    
    $
    (7,116
    )
  47




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##### Table of Contents



Expense
 2010
    
    
    2009
    
    
    2008(in thousands)Current:U.S. federal
    
    $
    16,671
    
    
    $
    8,634
    
    
    $
    16,243Non-U.S.
    
    
    4,893
    
    
    
    6,634
    
    
    
    14,803U.S. state
    
    
    1,364
    
    
    
    325
    
    
    
    1,11022,928
    
    
    
    15,593
    
    
    
    32,156Deferred:U.S. federal
    
    
    (3,487
    )
    
    
    4,531
    
    
    
    15,282Non-U.S.
    
    
    (2,643
    )
    
    
    (3,100
    )
    
    
    (9,649
    )U.S. state
    
    
    (262
    )
    
    
    388
    
    
    
    1,310(6,392
    )
    
    
    1,819
    
    
    
    6,943$
    16,536
    
    
    $
    17,412
    
    
    $
    39,099Tax expense included in noncontrolling interest
    
    $
    554
    
    
    $
    641
    
    
    $
    916Non-U.S. pretax (loss) income
    
    $
    (1,605
    )
    
    $
    16,420
    
    
    $
    64,735
  2010
    
    
    2009
    
    
    2008Federal statutory income tax rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %Impact of state taxes
    
    
    1.9
    
    
    
    0.4
    
    
    
    0.6Impact of change in valuation allowances on non-U.S. losses
    
    
    6.0
    
    
    
    1.1
    
    
    
    (3.8
    )Impact on U.S. taxes from repatriation of foreign earnings
    
    
    (8.6
    )
    
    
    (7.1
    )
    
    
    0.6Extraterritorial income deduction/Section 199
    
    
    (2.2
    )
    
    
    (1.5
    )
    
    
    (0.6
    )Impact from permanent items
    
    
    1.0
    
    
    
    (0.4
    )
    
    
    0.6Non-U.S. tax lower than U.S. tax rates
    
    
    
    
    
    
    (0.8
    )
    
    
    (1.8
    )Tax contingencies
    
    
    (1.5
    )
    
    
    (0.2
    )
    
    
    0.3Revaluation of deferred tax accounts
    
    
    
    
    
    
    
    
    
    
    0.2Other items  net
    
    
    1.0
    
    
    
    (3.0
    )
    
    
    (0.7
    )Effective income tax rate
    
    
    32.6
    %
    
    
    23.5
    %
    
    
    30.4
    %
   48




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##### Table of Contents



2010
    
    
    2009(in thousands)Balance at beginning of the year
    
    $
    5,277
    
    
    $
    5,381Increases for prior year tax positions
    
    
    
    
    
    
    73Increases for current year tax positions
    
    
    344
    
    
    
    792Decreases related to settlements
    
    
    (1,636
    )
    
    
    Decreases related to statute lapses
    
    
    (507
    )
    
    
    (530
    )Increases/(decreases) related to exchange rate changes
    
    
    93
    
    
    
    (439
    )Balance at end of the year
    
    $
    3,571
    
    
    $
    5,277
     NOTE 10  COMMON STOCK
  49




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##### Table of Contents



Stock option activity
 Weighted-Stock
    
    
    Average OptionOptions
    
    
    Price Per ShareOutstanding at September 1, 2007
    
    
    737,800
    
    
    $
    11.84Granted
    
    
    111,822
    
    
    
    12.70Exercised
    
    
    (388,198
    )
    
    
    11.26Outstanding at August 31, 2008
    
    
    461,424
    
    
    
    16.52Granted
    
    
    153,187
    
    
    
    21.35Exercised
    
    
    (34,462
    )
    
    
    11.67Canceled
    
    
    (27,807
    )
    
    
    24.27Outstanding at August 31, 2009
    
    
    552,342
    
    
    
    17.77Granted
    
    
    150,140
    
    
    
    22.33Exercised
    
    
    (4,334
    )
    
    
    11.48Canceled
    
    
    (33,356
    )
    
    
    23.75Outstanding at August 31, 2010
    
    
    664,792
    
    
    $
    18.54
 Exercisable stock options at year-end2008
    
    
    252,8052009
    
    
    318,1572010
    
    
    387,157Shares available for grant at year-end2008
    
    
    1,740,3622009
    
    
    1,543,3232010
    
    
    1,287,369
 Components of outstanding stock options at August 31, 2010
 Weighted-Average
    
    
    Weighted-
    
    
    IntrinsicNumber
    
    
    Contract Life in
    
    
    Average
    
    
    ValueRange of Exercise Price
    
    Outstanding
    
    
    Years
    
    
    Exercise Price
    
    
    (In thousands)$  7.69  10.89
    
    
    155,000
    
    
    
    4.39
    
    
    $
    10.61
    
    
    $
    2,02311.50  31.02
    
    
    509,792
    
    
    
    6.87
    
    
    
    20.95
    
    
    
    1,382$  7.69  31.02
    
    
    664,792
    
    
    
    6.29
    
    
    $
    18.54
    
    
    $
    3,405
 Components of exercisable stock options at August 31, 2010
 Weighted-Average
    
    
    Weighted-
    
    
    IntrinsicNumber
    
    
    Contract Life in
    
    
    Average
    
    
    ValueRange of Exercise Price
    
    Exercisable
    
    
    Years
    
    
    Exercise Price
    
    
    (In thousands)$  7.69  10.89
    
    
    155,000
    
    
    
    4.39
    
    
    $
    10.61
    
    
    $
    2,02311.50  29.73
    
    
    232,157
    
    
    
    4.94
    
    
    
    18.46
    
    
    
    1,207$  7.69  29.73
    
    
    387,157
    
    
    
    4.72
    
    
    $
    15.32
    
    
    $
    3,230
  50




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##### Table of Contents



NOTE 11  SHARE REPURCHASE PROGRAM
  NOTE 12  NET INCOME PER SHARE
  2010
    
    
    2009
    
    
    2008(In thousands, except per share data)Numerator:Net income attributable to Robbins & Myers, Inc.
    
    $
    33,197
    
    
    $
    55,364
    
    
    $
    87,402Denominator:Basic weighted average shares
    
    
    32,924
    
    
    
    33,227
    
    
    
    34,524Effect of dilutive options and restricted shares/units
    
    
    80
    
    
    
    34
    
    
    
    194Diluted shares
    
    
    33,004
    
    
    
    33,261
    
    
    
    34,718Net income per share:Basic
    
    $
    1.01
    
    
    $
    1.67
    
    
    $
    2.53Diluted
    
    $
    1.01
    
    
    $
    1.66
    
    
    $
    2.52
  51




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##### Table of Contents



NOTE 13  BUSINESS SEGMENTS AND GEOGRAPHIC INFORMATION
 Fluid Management
 Process Solutions
 Romaco
  52




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##### Table of Contents



2010
    
    
    2009
    
    
    2008(In thousands)Unaffiliated Customer Sales:Fluid Management
    
    $
    308,452
    
    
    $
    327,935
    
    
    $
    389,525Process Solutions
    
    
    169,741
    
    
    
    199,410
    
    
    
    246,947Romaco
    
    
    106,501
    
    
    
    113,013
    
    
    
    150,696Total
    
    $
    584,694
    
    
    $
    640,358
    
    
    $
    787,168Depreciation and Amortization:Fluid Management
    
    $
    7,988
    
    
    $
    8,275
    
    
    $
    8,005Process Solutions
    
    
    5,049
    
    
    
    5,481
    
    
    
    5,741Romaco
    
    
    2,289
    
    
    
    2,013
    
    
    
    1,869Corporate and Eliminations
    
    
    304
    
    
    
    457
    
    
    
    634Total
    
    $
    15,630
    
    
    $
    16,226
    
    
    $
    16,249Income Before Interest and Income Taxes (EBIT):Fluid Management
    
    $
    75,329
    
    
    $
    79,988
    
    
    $
    97,254Process Solutions
    
    
    (8,737
    )(1)
    
    
    8,569
    
    
    
    31,635
    (2)Romaco
    
    
    3,960
    
    
    
    2,292
    
    
    
    20,603
    (3)Corporate and Eliminations
    
    
    (19,674
    )
    
    
    (16,481
    )
    
    
    (18,828
    )Total
    
    $
    50,878
    
    
    $
    74,368
    
    
    $
    130,664Identifiable Assets:Fluid Management
    
    $
    323,053
    
    
    $
    327,491
    
    
    $
    353,407Process Solutions
    
    
    242,942
    
    
    
    269,146
    
    
    
    290,469Romaco
    
    
    81,631
    
    
    
    98,335
    
    
    
    111,610Corporate and Eliminations
    
    
    169,395
    
    
    
    101,882
    
    
    
    109,231Total
    
    $
    817,021
    
    
    $
    796,854
    
    
    $
    864,717Capital Expenditures:Fluid Management
    
    $
    5,741
    
    
    $
    12,225
    
    
    $
    15,179Process Solutions
    
    
    2,713
    
    
    
    3,104
    
    
    
    7,705Romaco
    
    
    2,094
    
    
    
    2,790
    
    
    
    1,505Corporate and Eliminations
    
    
    63
    
    
    
    (425
    )
    
    
    (2,275
    )Total
    
    $
    10,611
    
    
    $
    17,694
    
    
    $
    22,114
 
 (1)
    
    Includes costs of $2,764,000 related to restructuring activities.(2)
    
    Includes gain of $835,000 related to the disposition of facilities.(3)
    
    Includes gain of $6,796,000 on product line and facility dispositions. 53




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##### Table of Contents



2010
    
    
    2009
    
    
    2008(In thousands)Sales:United States
    
    $
    240,240
    
    
    $
    241,354
    
    
    $
    304,100Europe
    
    
    135,076
    
    
    
    171,457
    
    
    
    215,133Other North America
    
    
    62,827
    
    
    
    59,715
    
    
    
    81,738Asia
    
    
    93,856
    
    
    
    107,836
    
    
    
    111,108South America
    
    
    28,440
    
    
    
    28,402
    
    
    
    36,207Other
    
    
    24,255
    
    
    
    31,594
    
    
    
    38,882$
    584,694
    
    
    $
    640,358
    
    
    $
    787,168Tangible Assets:United States
    
    $
    121,829
    
    
    $
    128,091
    
    
    $
    145,789Europe
    
    
    148,782
    
    
    
    171,905
    
    
    
    186,100Other North America
    
    
    30,070
    
    
    
    25,179
    
    
    
    27,915South America
    
    
    21,682
    
    
    
    20,429
    
    
    
    21,461Asia and Australia
    
    
    56,533
    
    
    
    63,053
    
    
    
    75,907Corporate
    
    
    174,019
    
    
    
    114,721
    
    
    
    121,786$
    552,915
    
    
    $
    523,378
    
    
    $
    578,958
 NOTE 14  SUBSEQUENT EVENTS
       54




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##### Table of Contents



NOTE 15  QUARTERLY DATA (UNAUDITED)
  2010 Quarters1st
    
    2nd
    
    3rd
    
    4th
    
    Total(In thousands, except per share data)Sales
    
    $
    129,413
    
    
    $
    129,919
    
    
    $
    146,965
    
    
    $
    178,397
    
    
    $
    584,694Gross profit
    
    
    43,034
    
    
    
    41,930
    
    
    
    51,378
    
    
    
    60,606
    
    
    
    196,948EBIT
    
    
    9,736
    
    
    
    6,546
    
    
    
    13,078
    
    
    
    21,518
    (1)
    
    
    50,878
    (1)Income before income taxes and
noncontrolling interest
    
    
    9,593
    
    
    
    6,385
    
    
    
    12,976
    
    
    
    21,729
    (1)
    
    
    50,683
    (1)Net income attributable to Robbins & Myers, Inc.
    
    
    6,030
    
    
    
    4,193
    
    
    
    8,162
    
    
    
    14,812
    (1)
    
    
    33,197
    (1)Net income per share:Basic
    
    $
    0.18
    
    
    $
    0.13
    
    
    $
    0.25
    
    
    $
    0.45
    (1)
    
    $
    1.01
    (1)Diluted
    
    
    0.18
    
    
    
    0.13
    
    
    
    0.25
    
    
    
    0.45
    (1)
    
    
    1.01
    (1)Weighted average common shares:Basic
    
    
    32,872
    
    
    
    32,927
    
    
    
    32,941
    
    
    
    32,953
    
    
    
    32,924Diluted
    
    
    32,911
    
    
    
    32,966
    
    
    
    33,016
    
    
    
    33,045
    
    
    
    33,004
 2009 Quarters1st
    
    2nd
    
    3rd
    
    4th
    
    Total(In thousands, except per share data)Sales
    
    $
    177,971
    
    
    $
    163,825
    
    
    $
    143,375
    
    
    $
    155,187
    
    
    $
    640,358Gross profit
    
    
    67,976
    
    
    
    56,776
    
    
    
    49,793
    
    
    
    49,952
    
    
    
    224,497EBIT
    
    
    26,394
    
    
    
    20,835
    
    
    
    12,395
    
    
    
    14,744
    
    
    
    74,368Income before income taxes and
noncontrolling interest
    
    
    26,341
    
    
    
    20,745
    
    
    
    12,296
    
    
    
    14,604
    
    
    
    73,986Net income attributable to Robbins & Myers, Inc.
    
    
    17,208
    
    
    
    15,063
    
    
    
    10,286
    
    
    
    12,807
    
    
    
    55,364Net income per share:Basic
    
    $
    0.50
    
    
    $
    0.46
    
    
    $
    0.31
    
    
    $
    0.39
    
    
    $
    1.67Diluted
    
    
    0.50
    
    
    
    0.46
    
    
    
    0.31
    
    
    
    0.39
    
    
    
    1.66Weighted average common shares:Basic
    
    
    34,429
    
    
    
    32,802
    
    
    
    32,829
    
    
    
    32,853
    
    
    
    33,227Diluted
    
    
    34,465
    
    
    
    32,804
    
    
    
    32,845
    
    
    
    32,941
    
    
    
    33,261
 
 (1)
    
    Includes restructuring charges of $2,764,000 ($2,764,000 after tax, and $0.08 per share) related to severance costs at our German
facility in our Process Solutions segment. 55




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##### Table of Contents



ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   Management Report on Internal Control Over Financial Reporting
  
    
    Pertain to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the Company;
    
    Provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the Company are being made only in
accordance with authorizations of management and directors of the Company; and
    
    Provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Companys assets that could have a material effect
on the financial statements.
  56




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##### Table of Contents



Changes in Internal Control over Financial Reporting
  
 ITEM 9B. OTHER INFORMATION
  57




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##### Table of Contents



PART III
 
 ITEM
10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Information Concerning Directors and Executive Officers
  Code of Ethics
 www.robn.com
 Audit Committee Financial Expert
  
 ITEM 11 EXECUTIVE COMPENSATION
  58




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##### Table of Contents



ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
  (c)Number ofCommon SharesRemaining(b)
    
    
    Available for(a)
    
    
    Weighted-
    
    
    Future IssuanceNumber of Common
    
    
    Average
    
    
    Under EquityShares to
    
    
    Exercise Price of
    
    
    Compensationbe issued Upon
    
    
    Outstanding
    
    
    Plans (excludingExercise of
    
    
    Options,
    
    
    securitiesOutstanding Options,
    
    
    Warrants, and
    
    
    reflected inPlan Category
    
    Warrants, and Rights
    
    
    Rights
    
    
    column (a))Equity compensation plans
approved by
shareholders(1,2)
    
    
    664,792
    
    
    $
    18.54
    
    
    
    1,287,369Equity compensation plans
not approved by shareholders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    664,792
    
    
    $
    18.54
    
    
    
    1,287,369
 
 (1)
    
    Includes outstanding options under (i) our 1994 Long-Term Incentive
Stock Plan, 1995 Stock Option Plan for Non-Employee Directors, and
1999 Long-Term Incentive Plan, all of which have terminated as to
future awards, and (ii) our 2004 Stock Incentive Plan As Amended.(2)
    
    All shares listed in Column (c) are available for future awards under
our 2004 Stock Incentive Plan As Amended. Awards may be comprised of options,
restricted shares, restricted units, performance shares, share awards
or share unit awards upon such terms as the Compensation Committee of
the Board determines at the time of grant that are consistent with the
express terms of the plan.  
 ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  59




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##### Table of Contents



PART IV
 
 ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a) (1)
    
    FINANCIAL STATEMENTSThe following consolidated financial statements of Robbins & Myers, Inc. and its subsidiaries are at Item 8 hereof.
 Consolidated Balance Sheet  August 31, 2010 and 2009.
    
    
    27Consolidated Statement of Income  Years ended August 31, 2010, 2009 and 2008.
    
    
    28Consolidated Equity Statement  Years ended August 31, 2010, 2009 and 2008.
    
    
    29Consolidated Cash Flow Statement  Years ended August 31, 2010, 2009 and 2008.
    
    
    30Notes to Consolidated Financial Statements.
    
    
    31
  (a) (2)
    
    FINANCIAL STATEMENT SCHEDULE
 Schedule II  Valuation and Qualifying Accounts
    
    
    62
  (a) (3)
    
    EXHIBITS.See INDEX to EXHIBITS.
 60




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##### Table of Contents



ROBBINS & MYERS, INC.BY
    /s/ Peter C. WallacePeter C. WallacePresident and Chief Executive Officer  NAME
    
    TITLE
    
    DATE/s/ Peter C. Wallace

Peter C. Wallace
    
    Director, President and
Chief Executive Officer
    
    October 26, 2010/s/ Christopher M. Hix

Christopher M. Hix
    
    Vice President and Chief
Financial Officer
(Principal Financial Officer)
    
    October 26, 2010/s/ Kevin J. Brown

Kevin J. Brown
    
    Corporate Controller
(Principal Accounting Officer)
    
    October 26, 2010*Thomas P. Loftis
    
    Chairman Of Board
    
    October 26, 2010*Richard J. Giromini
    
    Director
    
    October 26, 2010*Stephen F. Kirk
    
    Director
    
    October 26, 2010*Andrew G. Lampereur
    
    Director
    
    October 26, 2010*Dale L. Medford
    
    Director
    
    October 26, 2010*Albert J. Neupaver
    
    Director
    
    October 26, 2010
 
 *
    
    The undersigned, by signing his name hereto, executes this Report on Form 10-K for the year ended
August 31, 2010 pursuant to powers of attorney executed by the above-named persons and filed with
the Securities and Exchange Commission. /s/ Peter C. WallacePeter C. WallaceTheir Attorney-in-fact 61




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##### Table of Contents



AdditionsBalance at
    
    
    Charged to Costs
    
    
    Other -
    
    
    Deductions-
    
    
    Balance atDescription
    
    Beginning of Period
    
    
    and Expenses
    
    

Describe (8)
    
    
    Describe
    
    
    End of Period(in thousands)Year Ended August 31, 2010Allowances and reserves deducted from assets:Uncollectible and reserves deducted from assets
    
    $
    7,470
    
    
    $
    659
    
    
    $
    (414
    )
    
    $
    2,166
    (2)
    
    $
    5,549Inventory obsolescence
    
    
    18,325
    
    
    
    1,894
    
    
    
    (549
    )
    
    
    1,017
    (3)
    
    
    18,653Deferred tax asset valuation allowance
    
    
    15,302
    
    
    
    3,185
    
    
    
    (443
    )
    
    
    3,175
    (4)
    
    
    14,869Other reserves:Warranty claims
    
    
    7,221
    
    
    
    2,468
    
    
    
    (43
    )
    
    
    3,354
    (5)
    
    
    6,292Current & L-T insurance reserves
    
    
    1,520
    
    
    
    901
    
    
    
    
    
    
    
    993
    (6)
    
    
    1,428Restructuring reserves
    
    
    
    
    
    
    2,721
    
    
    
    
    
    
    
    
    
    
    
    2,721Year Ended August 31, 2009Allowances and reserves deducted from assets:Uncollectible and reserves deducted from assets
    
    $
    7,695
    
    
    $
    1,196
    
    
    $
    (299
    )
    
    $
    1,122
    (2)
    
    $
    7,470Inventory obsolescence
    
    
    15,309
    
    
    
    6,312
    
    
    
    (534
    )
    
    
    2,762
    (3)
    
    
    18,325Deferred tax asset valuation allowance
    
    
    14,720
    
    
    
    1,477
    
    
    
    (233
    )
    
    
    662
    (4)
    
    
    15,302Other reserves:Warranty claims
    
    
    7,853
    
    
    
    2,750
    
    
    
    (95
    )
    
    
    3,287
    (5)
    
    
    7,221Current & L-T insurance reserves
    
    
    1,311
    
    
    
    1,254
    
    
    
    
    
    
    
    1,045
    (6)
    
    
    1,520Year Ended August 31, 2008Allowances and reserves deducted from assets:Uncollectible and reserves deducted from assets
    
    $
    6,189
    
    
    $
    1,790
    
    
    $
    333
    (1)
    
    $
    617
    (2)
    
    $
    7,695Inventory obsolescence
    
    
    14,137
    
    
    
    1,791
    
    
    
    430
    
    
    
    1,049
    (3)
    
    
    15,309Deferred tax asset valuation allowance
    
    
    19,140
    
    
    
    969
    
    
    
    469
    
    
    
    5,858
    (4)
    
    
    14,720Other reserves:Warranty claims
    
    
    7,922
    
    
    
    1,851
    
    
    
    53
    
    
    
    1,973
    (5)
    
    
    7,853Current & L-T insurance reserves
    
    
    1,663
    
    
    
    801
    
    
    
    
    
    
    
    1,153
    (6)
    
    
    1,311Restructuring reserves
    
    
    258
    
    
    
    
    
    
    
    
    
    
    
    258
    (7)
    
    
    
 
 (1)
    
    Includes impact from acquisition of Mavag (by our 51 percent
owned consolidated joint venture in India) in fiscal 2008 of $250,000.(2)
    
    Represents accounts receivable written off against the reserve.(3)
    
    Inventory items scrapped and written off against the reserve.(4)
    
    Impact of valuation allowance release including expiration of related net operating losses and changes in tax rates.(5)
    
    Warranty cost incurred applied against the reserve.(6)
    
    Spending against casualty reserve.(7)
    
    Spending against restructuring reserve.(8)
    
    Includes impact of exchange rates, and for fiscal 2008, allowance for doubtful accounts of acquired business. 62




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##### Table of Contents



(2)
    
    PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION
 2.1
    
    Agreement and Plan of
Merger, dated as of
October 6, 2010, by and
among Robbins & Myers,
Inc., Triple Merger I,
Inc., Triple Merger II,
Inc., and T-3 Energy
Services, Inc., filed as
Exhibit 2.1 to our
Current Report on Form
8-K filed on October 6,
2010
    
    */**
 (3)
    
    ARTICLES OF INCORPORATION AND BY-LAWS:
 3.1
    
    Amended Articles of
Incorporation of Robbins
& Myers, Inc was filed
as Exhibit 3.1 to our
Quarterly Report on Form
10-Q for the Quarter
ended February 29, 2008
    
    **3.2
    
    Code of Regulations of
Robbins & Myers, Inc.
was filed as Exhibit 3.1
to our Quarterly Report
on Form 10-Q for the
Quarter ended February
28, 2007
    
    **
 (4)
    
    INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES:
 4.1
    
    Fifth Amended and
Restated Credit
Agreement dated December
19, 2006 among Robbins &
Myers, Inc., Robbins &
Myers Finance Europe
B.V., the Lenders named
in the amended agreement
and JP Morgan Chase
Bank, N.A. as
Administrative Agent and
Issuing Bank was filed
as Exhibit 4.1 to our
Current Report on Form
8-K filed on December
22, 2006
    
    **4.2
    
    Amended and Restated
Pledge and Security
Agreement between
Robbins & Myers, Inc.
and Bank One, Dayton,
N.A., dated May 15,
1998, was filed as
Exhibit 4.2 to our
Report on Form 10-K for
the year ended August
31, 2003
    
    **4.3
    
    Registration Agreement,
dated August 7, 2008,
between Robbins & Myers,
Inc. and M.H.M & Co.,
Ltd. was filed as
Exhibit 4.3 to our
Registration Statement
on Form S-3ASR (File No.
333-152874), as amended
by Post-Effective
Amendment No. 1 filed on
October 30, 2009
    
    **
 (10)
    
    MATERIAL CONTRACTS:
 10.1
    
    Robbins & Myers, Inc. Cash Balance Pension Plan (As Amended and Restated
Effective as of October 1, 2010)
    
    F/M10.2
    
    Robbins & Myers, Inc. Retirement Savings Plan (January 1, 2010 Restatement)
    
    F/M10.3
    
    First Amendment  to Robbins & Myers, Inc. Retirement Savings Plan (January 1, 2010  Restatement)
    
    F/M10.4
    
    Robbins & Myers, Inc. Executive Supplemental Retirement Plan as amended
through October 5, 2007 was filed as Exhibit 10.4 to our Annual Report on
Form 10-K for the year ended August 31, 2007
    
    **/M10.5
    
    Robbins & Myers, Inc. Executive Supplemental Pension Plan as amended
through October 5, 2007 was filed as Exhibit 10.5 to our Annual Report on
Form 10-K for the year ended August 31, 2007
    
    **/M10.6
    
    Form of Indemnification Agreement between Robbins & Myers, Inc., and each
director was filed as Exhibit 10.5 to our Annual Report on Form 10-K for
the year ended August 31, 2001
    
    **/M10.7
    
    Robbins & Myers, Inc. 1994 Directors Stock Compensation Plan was filed as
Exhibit 10.6 to our Annual Report on Form 10-K for the year ended August
31, 2001
    
    **/M
 63




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##### Table of Contents



10.8
    
    Robbins & Myers, Inc. 1994 Long-Term Incentive Stock Plan as amended was
filed as Exhibit 10.10 to our Report on Form 10-K for the year ended
August 31, 1996
    
    **/M10.9
    
    Robbins & Myers, Inc. 1995 Stock Option Plan for Non-Employee Directors
was filed as Exhibit 4.3 to our Registration Statement on Form S-8 (File
No. 333-00293)
    
    **/M10.10
    
    Robbins & Myers, Inc. Senior Executive Annual Cash Bonus Plan as amended
through January 9, 2008 was filed as Exhibit 10.1 to our Quarterly Report
on Form 10-Q for the Quarter ended February 29, 2008
    
    **/M10.11
    
    Robbins & Myers, Inc. 1999 Long-Term Incentive Stock Plan was filed as
Exhibit 4.3 to our Registration Statement on Form S-8 (File No. 333-35856)
    
    **/M
 10.12
    
    Robbins & Myers, Inc. 2004 Stock Incentive Plan As Amended
(as amended through October 5, 2010), filed as Exhibit
10.1 to our Current Report on Form 8-K filed on October
12, 2010
    
    **/M10.13
    
    Letter Agreement between Robbins & Myers, Inc. and
Christopher M. Hix, dated July 17, 2006 was filed as
Exhibit 10.1 to our Current Report on Form 8-K filed on
July 21, 2006
    
    **/M10.14
    
    Employment Agreement between Robbins & Myers, Inc. and
Peter C. Wallace as amended through October 6, 2009
    
    **/M10.15
    
    Form of Executive Officer Change of Control Agreement as
amended through October 5, 2007 entered into with each of
Kevin J. Brown, Jeffrey L. Halsey, Christopher M. Hix, and
Saeid Rahimian was filed as Exhibit 10.15 to our Annual
Report on Form 10-K for the year ended August 31, 2007
    
    **/M10.16
    
    2006 Executive Supplemental Retirement Plan, effective
August 31, 2006, and as amended through October 5, 2007
was filed as Exhibit 10.16 to our Annual Report on Form
10-K for the year ended August 31, 2007
    
    **/M10.17
    
    Asset and Share Purchase Agreement, dated February 28,
2006, among Robbins & Myers, Inc., Romaco International
B.V., and Romaco Pharmatechnik GmbH and Coesia, S.p.A. was
filed as Exhibit 10.1 to our Current Report on Form 8-K
filed on March 3, 2006
    
    **10.18
    
    Severance Agreement and Release of Claims, dated April 6,
2009, between Robbins & Myers, Inc. and Gary L. Brewer,
was filed as Exhibit 10.1 to our Current Report on Form
8-K filed on April 9, 2009
    
    **/M10.19
    
    Form of Restricted Share Unit Award Agreement under
Robbins & Myers, Inc. 2004 Stock Incentive Plan As
Amended, approved by the Compensation Committee of the
Board of Directors of Robbins & Myers, Inc. on October 5,
2010, filed as Exhibit 10.2 to our Current Report on Form
8-K filed on October 12, 2010
    
    **/M10.20
    
    Form of Option Award Agreement under the Robbins & Myers,
Inc. 2004 Stock Incentive Plan As Amended, approved by the
Compensation Committee of the Board of Directors of
Robbins & Myers, Inc. on October 5, 2010, filed as Exhibit
10.3 to our Current Report on Form 8-K filed on October
12, 2010
    
    **/M
 64




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##### Table of Contents



10.21
    
    Form of Performance Share Unit Award Agreement for Peter
C. Wallace under the Robbins & Myers, Inc. 2004 Stock
Incentive Plan As Amended, approved by the Compensation
Committee of the Board of Directors of Robbins & Myers,
Inc. on October 5, 2010, filed as Exhibit 10.4 to our
Current Report on Form 8-K filed on October 12, 2010
    
    **/M10.22
    
    Form of Performance Share Award Agreement under the
Robbins & Myers, Inc. 2004 Stock Incentive Plan As
Amended, approved by the Compensation Committee of the
Board of Directors of Robbins & Myers, Inc. on October 5,
2010, filed as Exhibit 10.5 to our Current Report on Form
8-K filed on October 12, 2010
    
    **/M10.23
    
    Form of Compensation Clawback Policy Acknowledgement and
Agreement, approved by the Board of Directors of Robbins &
Myers, Inc. on October 5, 2010, filed as Exhibit 10.6 to
our Current Report on Form 8-K filed on October 12, 2010
    
    **/M10.24
    
    Voting Agreement, dated October 6, 2010, by and among
M.H.M. & Co., Ltd., Robbins & Myers, Inc., and T-3 Energy
Services, Inc., filed as Exhibit 10.1 to our Current
Report on Form 8-K filed on October 6, 2010
    
    **10.25
    
    Waiver, dated as of October 6, 2010, by and among Robbins
& Myers, Inc., Robbins & Myers Finance Europe B.V., the
Lenders party thereto, and JPMorgan Chase Bank, N.A., as
administrative agent, filed as Exhibit 10.2 to our Current
Report on Form 8-K filed on October 6, 2010
    
    **
 (21)
    
    SUBSIDIARIES OF THE REGISTRANT
 21.1
    
    Subsidiaries of Robbins & Myers, Inc.
    
    F
 (23)
    
    CONSENTS OF EXPERTS AND COUNSEL
 23.1
    
    Consent of Ernst & Young LLP
    
    F
 (24)
    
    POWER OF ATTORNEY
 24.1
    
    Powers of Attorney of any person who
signed this Report on Form 10-K on
behalf of another pursuant to a
Power of Attorney
    
    F
 65




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##### Table of Contents



(31)
    
    RULE 13A14(A) CERTIFICATIONS
 31.1
    
    Rule 13a-14(a) CEO Certification
    
    F31.2
    
    Rule 13a-14(a) CFO Certification
    
    F
 (32)
    
    SECTION 1350 CERTIFICATIONS
 32.1
    
    Section 1350 CEO Certification
    
    F32.2
    
    Section 1350 CFO Certification
    
    F
 
 F
    
    Indicates Exhibit is being filed with this Report.*
    
    The Agreement and Plan of Merger filed as Exhibit 2.1 to
our Current Report on 8-K filed on October 6, 2010 omits
the disclosure letters to the Merger Agreement. Robbins &
Myers agrees to furnish supplementally a copy of these
documents to the Securities and Exchange Commission upon
request.**
    
    Indicates that Exhibit is incorporated by reference in
this Report from a previous filing with the Commission.
Unless otherwise indicated, all incorporated items are
incorporated from SEC File No. 000-288 and 001-13651.M
    
    Indicates management contract or compensatory arrangement. 66