##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 (Amendment
No. 1)
 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
 EXPLANATORY NOTE




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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-23.1EX-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




---



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




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PART III
 
 ITEM
10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Information Concerning Directors and Executive Officers
   Directors Continuing in Office until 2011 Annual Shareholder Meeting
 Andrew G. Lampereur
    
    Director Since March 2007
  Thomas P. Loftis
    
    Director Since 1987
  Dale L. Medford
    
    Director Since 2003
  Albert J. Neupaver
    
    Director Since January 2009
  Directors Continuing in Office until 2012 Annual Shareholder Meeting
 Richard J. Giromini
    
    Director Since October 2008
  Stephen F. Kirk
    
    Director Since June 2006
  Peter C. Wallace
    
    Director Since July 2004
  SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
  Code of Ethics
 www.robn.com
 Audit Committee.
  58




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ITEM 11 EXECUTIVE COMPENSATION
 EXECUTIVE COMPENSATION
 Compensation Committee Report
  
 Compensation Discussion and Analysis
 Overview
  
    
    Peter C. Wallace, President and Chief Executive Officer
    
    Christopher M. Hix, Vice President and Chief Financial Officer
    
    Saeid Rahimian, Vice President and President, Fluid Management Group
    
    Kevin J. Brown, Corporate Controller
    
    Jeffrey L. Halsey, Vice President  Human Resources
  
    
    froze the base salaries and annual incentive opportunity levels of our Named Executive
Officers;
    
    changed the performance metrics for annual incentive opportunities applicable to
operating segments to minimize the impact of restructuring efforts; and
    
    increased the maximum payout for performance shares to create additional incentive to
achieve stretch goals.
  Oversight of the Companys Executive Compensation Programs
 Compensation Committee
  59




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
    
    His performance against the annual and long-term objectives it has established for him;
    
    Evaluations of our Chief Executive Officer submitted by each director and the personal
evaluation that Mr. Wallace submits to the Committee;
    
    Benchmark data from compensation surveys and our self-developed peer group; and
    
    His past compensation and accumulated equity interest in the Company and his total
proposed compensation taking into account all forms of compensation.
   Role of Management
   
    
    His evaluation of each executives performance against targeted objectives;
    
    His recommended allocation of the executives compensation among the various elements of
compensation; and
    
    His recommendation as to the size or amount of each element of compensation.
  Role of Compensation Consultant
  60




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
    
    Participated in the design and implementation of our executive compensation program for
our Named Executive Officers;
    
    Provided competitive market practice data and benchmarking;
    
    Provided a review of our stock ownership guidelines applicable to Named Executive
Officers and directors;
    
    Evaluated each of our Named Executive Officers position against competitive market
practice data;
    
    Evaluated the features of each of our compensation plans against market practice;
    
    Analyzed our equity awards (e.g. options, restricted stock, restricted share units, and
performance shares) to arrive at their respective economic value; and
    
    Participated in meetings of the Committee at which fiscal 2010 compensation decisions
were made.
 Objectives of the Companys Compensation Program
  
    
    To attract, motivate, and retain highly experienced executives who are vital to our
short- and long-term success, profitability, and growth;
    
    To create alignment among executives and shareholders by actively promoting compensation
programs and arrangements intended to result in executives having a meaningful investment
in the Company through share ownership;
    
    To provide focus on key financial performance goals and objectives that are integral to
achieving the Companys annual and long-term strategic plans; and
    
    To provide targeted compensation levels that are generally consistent with a range of
the 50th percentile of competitive market practice for base salary, annual
incentives at target level performance, and annualized economic grant value for equity
awards, with adjustments above or below the 50th percentile based on various factors, such
as level of responsibility, prior experience, length of service, achievement of personal
objectives, future potential and internal pay equity issues.
 Types of Compensation
  
    
    Annual fixed compensation  salaries;
 61




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
    
    Annual cash incentive compensation  cash bonus earned only if certain pre-established
financial performance targets are achieved for the fiscal year;
    
    Equity awards that provide opportunities for our executives to accumulate wealth that is
directly related to the creation of shareholder value and serve to strengthen the long-term
commitment of executives to the Company, including the following:
 *
    
    Stock options that become exercisable in equal installments on an
annual basis over a three-year service period;*
    
    Restricted share units that vest in equal installments on an annual
basis over a three-year service period; and*
    
    Performance shares that are earned based on annual financial measures
but are only paid out if the executive continues in our employment for three
years.
 
    
    Executive perquisites provided on a limited basis that serve certain corporate purposes;
    
    Retirement contributions designed to provide wealth accumulation and post-employment
security; and
    
    Special equity awards that are made from time to time when superior performance merits
exceptional pay.
 Factors Considered in Determining Executive Compensation
 Competitive Benchmarking
  
    
    One drew upon Hewitts proprietary Total Compensation Measurement Database for the
purpose of assessing market percentile ranges; and
    
    The other was an updated version of a customized 12-company peer group that the
Compensation Committee had previously developed for testing the competitiveness of our
compensation against a more immediate peer group.
     Ameron International Corporation
    
        Circor International    Crane Co.
    
        Flowserve Corporation    Franklin Electric Co., Inc.
    
        Gardner Denver, Inc.    Graco Inc.
    
        IDEX Corp.    Milacron, Inc. (1)
    
        Sauer-Danfoss, Inc.    Watts Water Technologies
    
        Woodward Governor Company
 
 (1)
    
    Milicron filed for Chapter 11 bankruptcy protection in March 2009 and
therefore, fiscal year end results were not publicly available.  62




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##### Table of Contents



Tally Sheets
  How Target Levels of Compensation Are Determined
 th
   Other NamedExecutive OfficersChief Executive Officer
    
    (% of TotalElement of  Compensation
    
    (% of Total Compensation)
    
    Compensation)Salary
    
    25% to 35%
    
    40% to 60%Annual Cash Incentive at Target
    
    20% to 25%
    
    20% to 25%Performance Shares at Target
    
    10% to 15%
    
    5% to 10%Restricted Share Unit Awards
    
    10% to 15%
    
    5% to 10%Stock Option Awards
    
    25% to 30%
    
    10% to 25%Annual Retirement Contributions (includes 3% attributable to
Company contribution to 401(k) savings plan)
    
    10% of Cash Compensation
    
    10% of Cash Compensation
   63




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Salaries
  Percent of TotalFiscal 2010Named Executive Officer
    
    Base Salary
    
    Compensation(1)Mr. Wallace
    
    $
    700,000
    
    
    
    29
    %Mr. Hix
    
    $
    310,000
    
    
    
    40
    %Mr. Rahimian
    
    $
    315,000
    
    
    
    39
    %Mr. Brown
    
    $
    200,000
    
    
    
    57
    %Mr. Halsey
    
    $
    219,000
    
    
    
    47
    %
 
 (1)
    
    Assuming a payout of annual incentive compensation and performance shares at
target amounts. Annual Cash Incentive Opportunities
   
    
    Measure: Consolidated sales, weighted 20%, and our consolidated sales for
fiscal 2010 were 2% below target.
    
    Measure: Adjusted diluted earnings per share, weighted 40%, and our adjusted
diluted earnings per share for fiscal 2010 were 15% above target.
    
    Measure: Adjusted free cash flow, weighted 40%, and our adjusted free cash flow
for fiscal 2010 was 62% above target.
   
    
    Measure: Sales, weighted 20%, and sales for the Fluid Management Group for
fiscal 2010 were 5% above target.
    
    Measure: Adjusted operating profit, weighted 40%, and our adjusted operating
income for the Fluid Management Group for fiscal 2010 was 20% above target.
    
    Measure: Adjusted operating cash flow, weighted 40%, and our adjusted operating
cash flow for the Fluid Management Group for fiscal 2010 was 32% above target.
  64




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Equity Grant Practices
  Stock Options and Restricted Share Units
  Fiscal 2010 Performance Share Awards
  Measure
    
    Weight
    
    Threshold
    
    Target
    
    MaximumAdjusted Diluted Earnings Per Share
    
    
    75
    %
    
    $
    0.76
    
    
    $
    0.95
    
    
    $
    1.19Return on Net Assets
    
    
    25
    %
    
    
    10.72
    %
    
    
    13.40
    %
    
    
    16.75
    %
    Number of Performance SharesNamed Executive Officer
    
    Earned for Fiscal 2010Mr. Wallace
    
    
    22,076Mr. Hix
    
    
    6,055Mr. Rahimian
    
    
    6,795Mr. Brown
    
    
    1,691Mr. Halsey
    
    
    3,186
 65




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##### Table of Contents



Perquisites
  Retirement and Other Benefits
  Change-in-Control Agreements
    Stock Ownership Guidelines.
  66




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Risk Assessment
  Compensation Recovery Clawback Policy
  Tax Deductibility of Compensation.
  Conclusion
  67




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Summary Compensation Table
  Change inPension Valueand Non-QualifiedNon-Equity
    
    
    DeferredStock
    
    
    Option
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All OtherSalary
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Earnings
    
    
    Compensation
    
    
    TotalName and Principal Position
    
    Year
    
    
    ($)(1)
    
    
    ($)(2)
    
    
    ($)(3)
    
    
    ($)(4)
    
    
    ($)(5)
    
    
    ($)(6)
    
    
    ($)Peter C. Wallace,
    
    
    2010
    
    
    $
    700,000
    
    
    $
    597,105
    
    
    $
    432,375
    
    
    $
    940,800
    
    
    $
    8,499
    
    
    $
    228,204
    
    
    $
    2,906,983President and Chief
    
    
    2009
    
    
    
    694,584
    
    
    
    546,977
    
    
    
    548,196
    
    
    
    0
    
    
    
    5,310
    
    
    
    128,995
    
    
    
    1,924,062Executive Officer
    
    
    2008
    
    
    
    628,750
    
    
    
    589,784
    
    
    
    238,693
    
    
    
    838,676
    
    
    
    5,987
    
    
    
    207,331
    
    
    
    2,509,221Christopher M. Hix,
    
    
    2010
    
    
    $
    310,000
    
    
    $
    163,679
    
    
    $
    118,442
    
    
    $
    260,400
    
    
    $
    726
    
    
    $
    94,791
    
    
    $
    948,038Vice President and
    
    
    2009
    
    
    
    307,084
    
    
    
    149,908
    
    
    
    150,228
    
    
    
    0
    
    
    
    546
    
    
    
    69,446
    
    
    
    677,212Chief Financial
    
    
    2008
    
    
    
    273,750
    
    
    
    147,461
    
    
    
    59,670
    
    
    
    242,138
    
    
    
    258
    
    
    
    107,414
    
    
    
    830,691OfficerSaeid Rahimian,
    
    
    2010
    
    
    $
    315,000
    
    
    $
    183,776
    
    
    $
    133,025
    
    
    $
    289,800
    
    
    $
    30,407
    
    
    $
    105,453
    
    
    $
    1,057,461Vice President and
    
    
    2009
    
    
    
    313,750
    
    
    
    168,304
    
    
    
    168,681
    
    
    
    0
    
    
    
    14,448
    
    
    
    80,144
    
    
    
    745,327President Fluid
    
    
    2008
    
    
    
    298,750
    
    
    
    147,461
    
    
    
    59,670
    
    
    
    195,863
    
    
    
    21,582
    
    
    
    100,024
    
    
    
    823,350Management GroupKevin J Brown,
    
    
    2010
    
    
    $
    200,000
    
    
    $
    45,777
    
    
    $
    28,915
    
    
    $
    117,600
    
    
    $
    82,987
    
    
    $
    55,924
    
    
    $
    531,203Controller
    
    
    2009
    
    
    
    200,000
    
    
    
    21,054
    
    
    
    21,082
    
    
    
    0
    
    
    
    71,564
    
    
    
    48,794
    
    
    
    362,4942008
    
    
    
    200,000
    
    
    
    22,119
    
    
    
    8,955
    
    
    
    123,270
    
    
    
    204
    
    
    
    58,902
    
    
    
    413,450Jeffrey L. Halsey,
    
    
    2010
    
    
    $
    219,000
    
    
    $
    86,194
    
    
    $
    54,205
    
    
    $
    165,570
    
    
    $
    280
    
    
    $
    59,793
    
    
    $
    585,042Vice President,
    
    
    2009
    
    
    
    217,417
    
    
    
    78,899
    
    
    
    79,070
    
    
    
    0
    
    
    
    180
    
    
    
    44,554
    
    
    
    420,120Human Resources
 
 (1)
    
    For fiscal 2010, salaries were frozen at the 2009 rates. The
differences between salaries for fiscal 2009 and fiscal 2010 reflect
that fiscal year salaries include 11 months at the current fiscal year
rate and one month at the prior fiscal year rate.(2)
    
    Amounts reflect the aggregate grant date fair value computed in
accordance with FASB ASC Topic 718 of restricted shares, restricted
share units, and performance shares granted under the Companys 2004
Stock Incentive Plan As Amended (which we refer to as the 2004 Plan) during
fiscal 2010 and prior years. The amounts were calculated by
multiplying the close price on the date of grant by the number of
restricted shares and restricted share units received and the number
of performance share awards assuming a payout at target. The maximum
payout amount that could have been received for performance share
awards for fiscal 2010, 2009, and 2008 were: Wallace  15,936,
20,924, and 29,240; Hix  3,987, 5,735, and 8,020; Rahimian  3,987,
6,438, and 9,000; Brown  597, 806, and 2,240; and Halsey  2,988,
3,018, and 4,220. The actual value of performance share awards
received by the Named Executive Officers for fiscal 2010, 2009, and
2008 were: Wallace  $492,957, $0, and $473,777; Hix  $135,208, $0,
and $118,534; Rahimian  $151,732, $0, and $118,534; Brown  $37,360,
$0, $17,749; and Halsey  $71,143, $0, and $88,833. For further
information on these awards, see the Grants of Plan-Based Awards table
on page 70 of this Report.(3)
    
    Amounts reflect the aggregate grant date fair value for fiscal 2010
and prior years computed in accordance with FASB ASC Topic 718 of
stock option grants under the 2004 Plan. The amounts do not reflect
whether a Named Executive Officer has actually received a financial
benefit from the award. The amount was calculated using the
Black-Scholes option pricing model calculated as of the close of the
preceding fiscal year. See Notes 1 and 10 to the Consolidated
Financial Statements included in this Report on Form 10-K/A for a
discussion of the relevant assumptions used in calculating the
compensation cost. For further information on these awards, see the
Grants of Plan-Based Awards table on page 70 of this Report.(4)
    
    Amounts shown in this column include cash incentives paid for fiscal
2010, 2009 and 2008 performance under our annual cash incentive program. The methodology applied in determining these
cash incentive amounts is discussed under 68




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Compensation Discussion and
Analysis at Annual Cash Incentive  Opportunities on
page 64 of this Report.(5)
    
    Amounts shown in this column include (i) the aggregate of the increase
in actuarial values of each of the Named Executive Officers benefits
under our Pension Plan and Supplemental Pension Plan and
(ii) the portion of interest earned on Non-Qualified Deferred
Compensation assets that exceeds the SEC benchmark market rate
(120% of the applicable federal long-term rate). For fiscal
2010, the aggregate increase in actuarial values and above market
earnings, respectively, for each of the Named Executive Officers was
as follows: Mr. Wallace  $6,003 and $2,496; Mr. Hix  $0 and $726;
Mr. Rahimian  $29,504 and $903; Mr. Brown  $82,400 and $587, and
Mr. Halsey  $0 and $280.(6)
    
    Amounts shown in this column for fiscal 2010 include for each Named
Executive Officer the items listed in the following table. For those
items which are perquisites, we include the incremental costs to the
Company of providing the perquisites, and we value perquisites based
on the amount we actually paid to the third party to obtain the
perquisite for the executive. Items Included in All Other Compensation for Fiscal 2010
    
    Mr. Wallace
    
    Mr. Hix
    
    Mr. Rahimian
    
    Mr. Brown
    
    Mr. HalseyCompany contribution to Executive Supplemental
Retirement Plan
    
    $
    156,170
    
    
    $
    49,535
    
    
    $
    50,453
    
    
    $
    24,340
    
    
    $
    31,008Company contribution to 401(k) Employee Savings Plan
    
    
    14,700
    
    
    
    14,700
    
    
    
    14,700
    
    
    
    12,250
    
    
    
    13,414Perquisites or Personal Benefits
    
    
    56,774
    
    
    
    30,401
    
    
    
    40,143
    
    
    
    19,334
    
    
    
    15,273
  Items Included in Perquisites or Personal Benefits
    
    Mr. Wallace
    
    Mr. Hix
    
    Mr. Rahimian
    
    Mr. Brown
    
    Mr. HalseyFinancial planning program
    
    
    X
    
    
    
    X
    
    
    
    X
    
    
    
    
    
    
    
    XCar allowance
    
    
    X
    
    
    
    X
    
    
    
    X
    
    
    
    X
    
    
    
    XReimbursement for club membership
    
    
    X
    
    
    
    
    
    
    
    XSupplemental disability insurance premiums
    
    
    X
    
    
    
    X
    
    
    
    X
    
    
    
    X
    
    
    
    XLife insurance premiums
    
    
    X
    
    
    
    X
    
    
    
    X
    
    
    
    X
    
    
    
    XLong-term care insurance premiums
    
    
    X
    
    
    
    X
    
    
    
    X
    
    
    
    XPhysical examinations to the extent not covered by insurance
    
    
    X
 69




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##### Table of Contents



Grants of Plan-Based Awards in Fiscal 2010
 All Other
    
    
    
    
    
    Grant DateOption
    
    
    
    
    
    Fair ValueAll Other Stock
    
    Awards:
    
    
    
    
    
    of Stock andAwards:
    
    Number of
    
    
    
    
    
    OptionNumber of
    
    Securities
    
    Exercise or Base
    
    Awards (5)Estimated Future Payouts Under
    
    Estimated Future Payouts Under
    
    Shares of Stock
    
    Underlying
    
    Price of OptionNon-Equity Incentive Plan Awards
    
    Equity Incentive Plan Awards
    
    or Units
    
    Options
    
    AwardsThreshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    MaximumName
    
    Grant Date
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    ($/Sh)
    
    ($)(5)Mr. Wallace
    
    FY 2010 cash incentive plan(1)
    
    $
    280,000
    
    
    $
    560,000
    
    
    $
    1,120,00010/8/09 LTIP(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,310
    
    
    
    14,620
    
    
    
    29,240
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    326,465Restricted Share Units (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,120
    
    
    
    
    
    
    
    
    
    
    
    270,640Stock Options (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    51,290
    
    
    $
    22.33
    
    
    
    432,375Mr. Hix
    
    FY 2010 cash incentive plan(1)
    
    $
    77,500
    
    
    $
    155,000
    
    
    $
    310,00010/8/09 LTIP(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,005
    
    
    
    4,010
    
    
    
    8,020
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    89,543Restricted Share Units (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,320
    
    
    
    
    
    
    
    
    
    
    
    74,130Stock Options (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,050
    
    
    $
    22.33
    
    
    
    118,442Mr. Rahimian
    
    FY 2010 cash incentive plan(1)
    
    $
    78,750
    
    
    $
    157,500
    
    
    $
    315,00010/8/09 LTIP(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,250
    
    
    
    4,500
    
    
    
    9,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    100,485Restricted Share Units(3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,730
    
    
    
    
    
    
    
    
    
    
    
    83,291Stock Options (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,780
    
    
    $
    22.33
    
    
    
    133,025Mr. Brown
    
    FY 2010 cash incentive plan(1)
    
    $
    35,000
    
    
    $
    70,000
    
    
    $
    140,00010/8/09 LTIP(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    560
    
    
    
    1,120
    
    
    
    2,240
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    25,010Restricted Share Units(3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    930
    
    
    
    
    
    
    
    
    
    
    
    20,767Stock Options (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,430
    
    
    $
    22.33
    
    
    
    28,915Mr. Halsey
    
    FY 2010 cash incentive plan(1)
    
    $
    49,275
    
    
    $
    98,550
    
    
    $
    197,10010/8/09 LTIP(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,055
    
    
    
    2,110
    
    
    
    4,220
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    47,116Restricted Share Units (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,750
    
    
    
    
    
    
    
    
    
    
    
    39,078Stock Options (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,430
    
    
    $
    22.33
    
    
    
    54,205
 
 (1)
    
    Represents the threshold, target and maximum cash incentive awards set for fiscal 2010 under our annual executive officer cash incentive
compensation program. The methodology applied in determining these awards and how they are earned in discussed under Compensation Discussion
and Analysis at Annual Cash Incentive Opportunities
on page 64 of this Report. The actual annual cash incentives paid to the Named
Executive Officers for fiscal 2010, 2009, and 2008 are set forth in the Summary Compensation Table.(2)
    
    Represents the fiscal 2010 performance share award under the LTIP plan (a subplan under the 2004 Plan) assuming a payout at threshold, target
and maximum. The methodology applied in determining these awards and how they are earned is discussed under Compensation Discussion and
Analysis at Fiscal 2010 Performance Share Awards on
page 65 of this Report. The actual value of performance share awards received the
Named Executive Officers for fiscal 2010, 2009, and 2008,
calculated using the closing prices on the date of grant of $29.73 for 2008 and $22.33 for 2010, were: Wallace  $492,957, $0, and $473,777; Hix  $135,208, $0, and $118,534;
Rahimian  $151,732, $0, and $118,534; Brown  $37,360, $0, $17,749; and Halsey  $71,143, $0, and $88,833.(3)
    
    Represents a restricted share unit award on October 6, 2009 under the 2004 Plan. The shares vest in equal installments over a three-year period.(4)
    
    Represents an option award on October 6, 2009 under the 2004 Plan. Options have a ten-year term, become exercisable ratably over a three-year
period, and have an option exercise price equal to the closing price of a common share on the date of grant.(5)
    
    Represents the grant date fair value computed in accordance with FASB ASC Topic 718 for stock options, restricted share units, and performance
shares, assuming, for performance shares, a payout at target. 70




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##### Table of Contents



Outstanding Equity Awards At August 31, 2010
 Option Awards(1)Number of
    
    Number ofSecurities
    
    Securities
    
    
    
    
    
    
    
    
    
    Stock AwardsUnderlying
    
    Underlying
    
    Option
    
    
    
    
    
    Number of Shares or
    
    Market Value ofUnexercised
    
    Unexercised
    
    Exercise
    
    Option
    
    Units of Stock That
    
    Shares or Units ofOptions (#)
    
    Options (#)
    
    Price
    
    Expiration
    
    Have not Vested
    
    Stock That haveName
    
    Exercisable
    
    Unexercisable
    
    $
    
    Date
    
    (#)(2)
    
    Not Vested ($)(3)Mr. Wallace
    
    
    40,000
    
    
    
    0
    
    
    $
    10.79
    
    
    
    10/6/2015
    
    
    
    22,899
    
    
    $
    541,79034,000
    
    
    
    0
    
    
    $
    15.25
    
    
    
    10/4/201627,437
    
    
    
    13,717
    
    
    $
    29.73
    
    
    
    10/5/201714,389
    
    
    
    28,776
    
    
    $
    21.44
    
    
    
    10/9/20180
    
    
    
    51,290
    
    
    $
    22.33
    
    
    
    10/6/2019Mr. Hix
    
    
    16,668
    
    
    
    0
    
    
    $
    13.20
    
    
    
    8/1/2016
    
    
    
    6,199
    
    
    $
    146,6686,268
    
    
    
    0
    
    
    $
    15.25
    
    
    
    10/4/20166,858
    
    
    
    3,430
    
    
    $
    29.73
    
    
    
    10/5/20173,942
    
    
    
    7,887
    
    
    $
    21.44
    
    
    
    10/9/20180
    
    
    
    14,050
    
    
    $
    22.33
    
    
    
    10/6/2019Mr. Rahimian
    
    
    25,000
    
    
    
    0
    
    
    $
    10.79
    
    
    
    10/6/2015
    
    
    
    6,869
    
    
    $
    162,5219,400
    
    
    
    0
    
    
    $
    15.25
    
    
    
    10/4/20166,858
    
    
    
    3,430
    
    
    $
    29.73
    
    
    
    10/5/20174,427
    
    
    
    8,855
    
    
    $
    21.44
    
    
    
    10/9/20180
    
    
    
    15,780
    
    
    $
    22.33
    
    
    
    106/2019Mr. Brown
    
    
    30,000
    
    
    
    0
    
    
    $
    13.88
    
    
    
    6/27/2011
    
    
    
    1,341
    
    
    $
    31,72835,000
    
    
    
    0
    
    
    $
    12.59
    
    
    
    6/26/201250,000
    
    
    
    0
    
    
    $
    10.89
    
    
    
    6/25/201420,000
    
    
    
    0
    
    
    $
    10.79
    
    
    
    10/6/20151,029
    
    
    
    515
    
    
    $
    29.73
    
    
    
    10/5/2017553
    
    
    
    1,107
    
    
    $
    21.44
    
    
    
    10/9/20180
    
    
    
    3,430
    
    
    $
    22.33
    
    
    
    10/6/2019Mr. Halsey
    
    
    5,144
    
    
    
    2,572
    
    
    $
    29.73
    
    
    
    10/5/2017
    
    
    
    3,438
    
    
    $
    81,3432,075
    
    
    
    4,151
    
    
    $
    21.44
    
    
    
    10/9/20180
    
    
    
    6,430
    
    
    $
    22.33
    
    
    
    10/6/2019
 
 (1)
    
    Each option listed in the table has a ten-year term and was granted on the same day
and in the same month as its expiration date, but 10 years earlier. All options become
exercisable with respect to one-third of the shares on the first annual anniversary
date of their grant, two-thirds of the shares on the second anniversary, and 100% of
the shares on the third anniversary.(2)
    
    The restricted shares and restricted share units listed in this column vest as follows:Mr. Wallace  restricted shares: 3,071 (10/5/2010), 3,854 (10/9/2010), 3,854
(10/9/2011); restricted share units: 4,040 (10/6/2010), 4,040 (10/6/2011), and 4,040
(10/6/2012).Mr. Hix  restricted shares: 767 (10/5/2010), 1,056 (10/9/2010), and 1,056
(10/9/2011); restricted share units: 1,107 (10/6/2010), 1,107 (10/6/2011), and 1,106
 (10/6/2012).Mr. Rahimian  restricted shares: 767 (10/5/2010), 1,186 (10/9/2010), and 1,186
(10/9/2011); restricted share units: 1,244 (10/6/2010), 1,243 (10/6/2011)
and 1,243 (10/6/2012).Mr. Brown  restricted shares: 115 (10/5/2010), 148 (10/9/2010), and 148 (10/9/2011);
restricted share units: 310 (10/6/2010), 310 (10/6/2011), and 310 (10/6/2012).Mr. Halsey  restricted shares: 576 (10/5/2010), 556 (10/9/2010), and 556
(10/9/2011); restricted share units: 584 (10/5/2010), 583 (10/6/2011), and 583
(10/6/2012). 71




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##### Table of Contents



(3)
    
    Market value of shares is the number of shares that have not vested multiplied by our
closing price per share of $23.66 on August 31, 2010. Option Exercises and Stock Vested in Fiscal 2010
 Option AwardsNumber of Shares
    
    
    
    
    
    Stock AwardsAcquired on
    
    Value Realized
    
    Number of SharesExercise
    
    on Exercise
    
    Acquired on Vesting
    
    Value RealizedName
    
    (#)
    
    ($)
    
    (#)(1)
    
    on Vesting ($)Mr. Wallace
    
    
    0
    
    
    
    0
    
    
    
    56,438
    
    
    $
    1,325,257Mr. Hix
    
    
    0
    
    
    
    0
    
    
    
    15,875
    
    
    
    372,921Mr. Rahimian
    
    
    0
    
    
    
    0
    
    
    
    16,004
    
    
    
    375,866Mr. Brown
    
    
    0
    
    
    
    0
    
    
    
    3,245
    
    
    
    76,594Mr. Halsey
    
    
    0
    
    
    
    0
    
    
    
    1,132
    
    
    
    26,028
 
 (1)
    
    Represents the vesting in fiscal 2010 of restricted shares and
restricted share units awarded under our 2004 Plan in prior years. Post-Employment (Retirement) Compensation
  
    
    A qualified 401(k) Employee Savings Plan, which we refer to as the 401(k) Plan.
    
    A nonqualified, defined contribution plan, which we refer to as the Executive
Supplemental Retirement Plan.
  
    
    A qualified defined benefit pension plan, which we refer to as the Prior Pension
Plan.
    
    A nonqualified supplemental plan, which we refer to as the Prior Supplemental
Pension Plan.
 Pension Benefits
  Pension BenefitsNumber of Years
    
    Present Value of
    
    Payments DuringCredited Service
    
    Accumulated
    
    Last Fiscal YearName
    
    Plan Name
    
    (#)
    
    Benefit($)
    
    ($)Mr. Wallace
    
    Prior Pension Plan
    
    
    2.3
    
    
    $
    30,460
    
    
    
    0Prior Supplemental Pension Plan
    
    
    2.9
    
    
    
    64,804
    
    
    
    0Mr. Rahimian
    
    Prior Pension Plan
    
    
    20.1
    
    
    
    268,226
    
    
    
    0Prior Supplemental Pension Plan
    
    
    20.1
    
    
    
    140,810
    
    
    
    0Mr. Brown
    
    Prior Pension Plan
    
    
    10.3
    
    
    
    210,361
    
    
    
    0Prior Supplemental Pension Plan
    
    
    10.3
    
    
    
    147,848
    
    
    
    0
 
 (1)
    
    The Prior Pension Plan was for officers and other salaried employees and was frozen on December
31, 2005. Retirement benefits for Messrs. Rahimian and Wallace under the Prior Pension Plan are
calculated on a cash balance benefit formula basis. Under the cash balance benefit formula, each
year a percentage of the employees compensation 72




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##### Table of Contents



(5% if less than 15 years of service; 6.5% if 15 or
more years of service) was credited to the employees cash balance account. For certain individuals
including Mr. Rahimian, the pay credits were doubled to 10% and 13%, respectively, until December
31, 2005. Effective December 31, 2005, the Prior Pension Plan was frozen in that no future pay
credits are credited to any participants account. Each account is also credited annually with
interest. The interest credits continue to apply even though there are no more pay credits. Interest
is credited quarterly and is the greater of (1) the average of the U.S. Government One-Year Treasury
Constant Maturities for the last business day of the 12 months ending August preceding the plan
year, rounded to the next highest quarter percent and (2) 3.5%. Upon retirement, the employee may
receive benefits in the form of a lump sum payment equal to the employees cash balance account or a
monthly annuity equal to the actuarial equivalent of the cash balance account. Mr. Browns
retirement benefits under the plan are calculated on a final average earnings formula basis. For
him, the Company calculates retirement benefits under the Prior Pension Plan on the basis of his
average annual compensation for the five highest years during his last ten years of employment with
reductions for credited years of service less than 35. Compensation for the purpose of calculating
retirement benefits includes salary and cash incentive compensation (exclusive of deferred incentive
compensation). The maximum annual retirement benefit that the Company can pay under the Pension Plan
to any participant as a result of limitations imposed under the Internal Revenue Code is presently
$195,000. The Prior Supplemental Pension Plan provides supplemental retirement benefits for Messrs.
Wallace, Brown, and Rahimian. The supplemental retirement benefit is equal to the excess of (i) the
benefit that would have been payable to the employee under the Prior Pension Plan without regard to
certain annual retirement income and pay limitations imposed by federal law over (ii) the benefit
payable to the employee under the Prior Pension Plan. The Prior Supplemental Pension Plan also
provides in the case of Messrs. Wallace and Rahimian that the employees cash balance account at
retirement would be multiplied by 150% and 130%, respectively. The estimated annual benefits payable
at normal retirement (age 65) in the form of an annuity to Messrs. Wallace and Rahimian are $9,400
and $63,400, respectively. In making these estimates, the assumptions applied to the frozen
12/31/2005 account balance were (i) that the interest rate for all years is 4.0%, which was the rate
used for the 2005 plan year and (ii) that the projected cash balance account at normal retirement
age (after applying the multiplier in effect for participants in the Prior Supplemental Pension
Plan) was converted to an annuity using an interest rate of 5.50% and the 1995 Group Annuity Reserve
Table for Males and Females as published in Revenue Ruling 2001-62. The estimated annual benefit
payable at normal retirement age in the form of an annuity to Mr. Brown is $29,800.(2)
    
    No Named Executive Officer is eligible for early retirement under any retirement plan of the Company.(3)
    
    Other assumptions not explicitly mentioned are the same as those assumptions used for financial
reporting. Please refer to Note 8 to our Consolidated Financial Statements for the year ended August
31, 2010 for more information on those assumptions. Nonqualified Deferred Compensation
  Name
    
    Nonqualified Deferred Compensation(1)Executive
    
    Registrant
    
    Aggregate
    
    Aggregate
    
    AggregateContributions
    
    Contributions
    
    Earnings
    
    Withdrawals/
    
    Balancein Last FY
    
    in Last FY
    
    in Last FY
    
    Distributions
    
    at Last FYE($)
    
    ($)(2)
    
    ($)(3)
    
    ($)
    
    ($)Mr. Wallace
    
    
    0
    
    
    $
    156,170
    
    
    $
    29,118
    
    
    
    0
    
    
    $
    601,225Mr. Hix
    
    
    0
    
    
    
    49,535
    
    
    
    8,474
    
    
    
    0
    
    
    
    179,065Mr. Rahimian
    
    
    0
    
    
    
    50,453
    
    
    
    10,538
    
    
    
    0
    
    
    
    211,532Mr. Brown
    
    
    0
    
    
    
    24,340
    
    
    
    6,847
    
    
    
    0
    
    
    
    129,005Mr. Halsey
    
    
    0
    
    
    
    31,008
    
    
    
    3,262
    
    
    
    0
    
    
    
    80,877
 
 (1)
    
    As described in footnote (1) to the Pension Benefits table, above, the
Company froze, as of December 31, 2005, all of the plans that
provided retirement benefits to the Named Executive Officers and
adopted the Executive Supplemental Retirement Plan. This plan is an
unfunded defined contribution plan under which the Company annually 73




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credits an amount equal to 10% of the participants salary and annual
cash incentive compensation to the participants deferred compensation
account. The amount credited under the plan, however, is reduced by
certain amounts the Company credits to the participants account for
the same fiscal year under the 401(k) Plan. The Company also credits
interest at a rate of seven percent per annum on the amounts credited
to the participants deferred compensation account. The Company will
distribute the aggregate balance in the participants deferred
compensation account to him on the first day of 14th month after the
later of the participants retirement from the Company or attaining
age 60. A participant may elect up to 12 months before such lump sum
payment date to be paid in equal annual installments over 15 years or
less, but the first installment payment may not be made until five
years after such lump sum payment date. Upon termination of
employment, a participant forfeits his benefits under the plan if he
has less than five years of service with the Company unless the reason
for termination was disability or death.(2)
    
    Amounts in this column are included in the All Other Compensation
column of the Summary Compensation Table.(3)
    
    For each Named Executive Officer, only 0.6% of the amounts listed in
this column were included in
the Summary Compensation Table. This amount represents the portion of
interest earned on Non-Qualified Deferred Compensation assets that
exceeds the SEC benchmark market rate (120% of the
applicable federal long-term rate). See Summary Compensation Table at
footnote (5) for additional information. Potential Payments Upon Termination of Employment or a Change-in-Control
   Prior Pension Plan and Prior Supplemental Pension Plan
  Executive Supplemental Retirement Plan and 401(k) Plan
  Life Insurance and Disability
  74




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Stock Compensation Plans
  Restricted Shares andNature of Termination
    
    Restricted Share Unit Awards
    
    Stock OptionsVoluntary (other than Retirement)
    
    Forfeit
    
    Forfeit unexercisable;
vested exercisable for 30 daysInvoluntary for Cause
    
    Forfeit
    
    ForfeitInvoluntary without Cause
    
    Forfeit
    
    Forfeit unexercisable;
vested exercisable for 30 daysEarly Retirement and Normal Retirement
    
    Fully vest
    
    All become exercisable  for
one year (early retirement)
and three years (normal
retirement)Death and Disability
    
    Fully vest
    
    All become exercisable for
three yearsChange of Control
    
    Fully vest
    
    Fully vest
 Employment Agreement with Mr. Wallace and Change-in-Control Agreements With Other Named
Executive Officers
     
    
    a person, other than M.H.M. & Co., Ltd. and its affiliates, becomes the owner of more
than 25% of our voting shares;
    
    change in a majority of the incumbent directors (including directors approved by a
majority of the incumbent Directors) within a two-year period;
    
    certain reorganizations, mergers, combinations and other transactions that result in our
existing shareholders not owning at least 60% of the company resulting from the transaction;
or
    
    the complete liquidation of the Company or the sale of substantially all of our assets.
  75




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
    
    material diminishment in executives duties or responsibilities that reflect a
material diminution of the scope and importance of executives position;
    
    decrease in base salary or target annual cash incentive;
    
    material reduction in benefits available under employee and officer benefit plans and
programs; or
    
    failure to bind our successors to honor the change-in-control agreement.
  Change-in-Control Occursand then theFollowing Occurs
    
    Compensation Component
    
    Mr. Hix
    
    Mr. Rahimian
    
    Mr. Brown
    
    Mr. HalseyEmployment Continues
    
    Unexercisable options becomeexercisable(1)
    
    $
    36,196
    
    
    $
    40,646
    
    
    $
    7,019
    
    
    $
    17,767Immediate vesting ofrestricted stock andrestricted share units(2)
    
    
    146,668
    
    
    
    162,521
    
    
    
    31,728
    
    
    
    81,343Performance shares vest(3)
    
    
    143,261
    
    
    
    160,770
    
    
    
    40,009
    
    
    
    75,381Immediate vesting of
    
    
    179,065
    
    
    
    0
    
    
    
    0
    
    
    
    80,877retirement benefits(4)Total
    
    $
    505,190
    
    
    $
    363,937
    
    
    $
    78,756
    
    
    $
    255,368Termination Due to
    
    Prorated target annual cashDisability or Death (6)
    
    incentive(5)
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Termination Due to Retirement
    
    Unexercisable options become exercisable(1)
    
    
    36,196
    
    
    
    40,646
    
    
    
    7,019
    
    
    
    17,676Immediate vesting of restricted stock and restricted stock units(2)
    
    
    146,668
    
    
    
    162,521
    
    
    
    31,728
    
    
    
    81,343Immediate vesting of performance shares(3)
    
    
    143,261
    
    
    
    160,770
    
    
    
    40,009
    
    
    
    75,381Total
    
    $
    326,125
    
    
    $
    363,937
    
    
    $
    78,756
    
    
    $
    174,400Termination without Cause by
    
    Prorated target annual cash
    
    
    0
    
    
    
    0
    
    
    
    0the Company or Termination
    
    incentive(5)by Executive for Good Reason (6)
    
    1.5 times base salary
    
    
    465,000
    
    
    
    472,500
    
    
    
    300,000
    
    
    
    328,5001.5 times average annual cashincentive for last 3 years
    
    
    230,465
    
    
    
    196,043
    
    
    
    127,085
    
    
    
    105,66018 months of health andwelfare benefits
    
    
    25,875
    
    
    
    25,969
    
    
    
    1,500
    
    
    
    14,328Total
    
    $
    721,340
    
    
    $
    694,512
    
    
    $
    428,585
    
    
    $
    448,488Termination for Cause by the
Company or Termination by
Executive without Good
Reason (6)
    
    No special payments or benefits
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
 
 (1)
    
    Represents the excess of the closing price of our shares of $23.66 on August 31, 2010 over the option
exercise price of options that became exercisable due to the occurrence of a change-in-control.(2)
    
    Represents the value of restricted shares and restricted share units that vested on account of a
change-in-control, using the $23.66 per share closing price on August 31, 2010.(3)
    
    Performance share awards made in October 2009 vest to the extent they have been earned and are paid out
in common shares.(4)
    
    Retirement benefits under the Executive Supplemental Retirement Plan normally vest after five years of
service. At August 31, 2010, Messrs. Hix and Halsey each had less than five years of service. 76




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##### Table of Contents



(5)
    
    Chart assumes termination at end of fiscal 2010 at which time the cash incentive compensation for
fiscal 2010 would have been fully earned. At any other time, there would be a prorated annual cash
incentive paid at target as set under the Senior Executive Annual Cash Bonus Plan.(6)
    
    The amount listed would be in addition to the amounts listed in the row entitled Employment Continues.  Triggering Event
    
    Compensation Component
    
    PayoutTermination Due to Death or Disability
    
    Prorated target cash incentive(1)
    
    $
    0Termination Due to Retirement
    
    Prorated target cash incentive(1)
    
    $
    0Unexercisable options become exercisable(2)
    
    
    132,098Immediate vesting of restricted stock and
    
    
    541,970restricted stock units(3)Immediate vesting of performance shares (4)
    
    
    522,318Total
    
    $
    1,196,206Termination without Cause by the
    
    Severance payments for 22 months
    
    $
    1,283,333Company or Termination by Executive
for Good Reason
    
    Prorated target annual cash incentive (1)
    
    
    0Unexercisable options become exercisable(2)
    
    
    132,098Immediate vesting of restricted stock and
    
    
    541,790restricted stock units(3)Immediate vesting of performance shares (4)
    
    
    522,31824 months of health and welfare benefits
    
    
    19,104Total
    
    $
    2,498,643Change-in-Control 
    
    Unexercisable options become exercisable(2)
    
    
    132,098Employment Continues
    
    Immediate vesting of restricted stock and
    
    
    541,790restricted stock units(3)Immediate vesting of performance shares
    
    
    522,318Total
    
    $
    1,196,206Change-in-Control 
    
    Prorated target annual cash incentive(1)
    
    
    0Termination without Cause by the
Company or Termination by Executive
for Good Reason(5)
    
    3.0 times base salary3.0 times average annual cash incentive
    
    
    2,100,000for last 3 years
    
    
   1,466,99724 months of health and welfare benefits
    
    
    19,104Gross up payment for any excise tax
    
    
    0Total
    
    $
    3,586,101Change-in-Control 
    
    Prorated target annual cash incentive(1)
    
    
    0Termination by Executive in the 13th
month following a Change-in-Control(5)
    
    2.0 times base salary
    
    
    1,400,0002.0 times average annual cash incentive
    
    
    997,998for last 3 years24 months of health and welfare benefits
    
    
    19,104Gross up payment for any excise tax
    
    
    0Total
    
    $
    2,417,102
 77




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##### Table of Contents



Triggering Event
    
    Compensation Component
    
    PayoutChange-in-Control-Termination for Cause
    
    No special payments or benefitsby the Company or Termination by
Executive without Good Reason other than
in the 13th month following a
Change-in-Control(5)
 
 (1)
    
    Chart assumes termination at end of fiscal 2010 at which time the
annual cash incentive for fiscal 2010 would have been fully earned. At
any other time, there would be a prorated annual cash incentive paid.(2)
    
    Represents the excess of the closing price of our shares of $23.66 on
August 31, 2010 over the option exercise price of options that became
exercisable due to the occurrence of a change-in-control.(3)
    
    Represents the value of restricted shares that vested on account of a
change-in-control, using the $23.66 per share closing price on August
31, 2010.(4)
    
    Performance share awards made in October 2009 to the extent they have
been earned and are paid out as common shares.(5)
    
    The amount listed would be in addition to amount listed in the row
entitled Change-in-Control-Employment Continues.  DIRECTOR COMPENSATION
  Non-Employee Director Compensation
    
    AmountAnnual Cash Retainer
    
    $32,000Annual Restricted Stock Award(1)
    
    $40,000 in Shares Vest After One Year of ServiceMeeting Attendance Fees(2)
    
    Board  $1,500; Committee  $1,000Chair of Audit Committee
    
    Additional $10,000 RetainerChair of Compensation Committee
    
    Additional $7,500 RetainerChair of Nominating and Governance Committee
    
    Additional $7,500 RetainerBoard Chair
    
    $100,000 in lieu of Retainers and Meeting Fees
 
 (1)
    
    Awards are made under the 2004 Stock Incentive Plan As
Amended on the date of each annual meeting of
shareholders.(2)
    
    If meeting is telephonic, fees are 50% of amount stated.   78




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Director Compensation TableFees Earnedor Paid in
    
    StockCash
    
    Awards
    
    TotalName
    
    ($)(1)
    
    ($)(2)
    
    ($)(3)Richard J. Giromini
    
    $
    48,750
    
    
    $
    40,000
    
    
    $
    88,750Stephen F. Kirk
    
    
    54,750
    
    
    
    40,000
    
    
    
    94,750Andrew G. Lampereur
    
    
    52,500
    
    
    
    40,000
    
    
    
    92,500Thomas P. Loftis
    
    
    100,000
    
    
    
    40,000
    
    
    
    140,000Dale L. Medford
    
    
    58,750
    
    
    
    40,000
    
    
    
    98,750Albert J. Neupaver
    
    
    48,750
    
    
    
    40,000
    
    
    
    88,750
 
 (1)
    
    Consists of the cash amounts described in the preceding table.(2)
    
    The grant date fair value of the restricted stock awards granted to
each of the directors in 2010 under FASB ASC Topic 718 was $40,000. Compensation Committee Interlocks and Insider Participation.
  79




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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. SECURITY OWNERSHIP
 Directors and Executive Officers
  Number ofCommonShares BeneficiallyOwned as ofIndividual or Group
    
    11/30/10(1)
    
    Percent of ClassRichard J. Giromini
    
    
    4,199
    
    
    
    (3
    )Stephen F. Kirk
    
    
    10,763
    
    
    
    (3
    )Andrew G. Lampereur
    
    
    7,913
    
    
    
    (3
    )Thomas P. Loftis (2)
    
    
    81,703
    
    
    
    (3
    )Dale L. Medford
    
    
    18,679
    
    
    
    (3
    )Albert J. Neupaver
    
    
    5,799
    
    
    
    (3
    )Peter C. Wallace
    
    
    376,621
    
    
    
    1.1
    %Christopher M. Hix
    
    
    88,088
    
    
    
    (3
    )Saeid Rahimian
    
    
    122,489
    
    
    
    (3
    )Jeffrey L. Halsey
    
    
    22,699
    
    
    
    (3
    )Kevin J. Brown
    
    
    194,241
    
    
    
    (3
    )Directors and Executive Officers as a Group (13 persons)
    
    
    920,474
    
    
    
    2.8
    %
 
 (1)
    
    Unless otherwise indicated, total voting power and total investment power are exercised by
each individual and/or a member of his household. Shares which a person may acquire within 60
days of November 30, 2010 are treated as beneficially owned and the number of such shares
included in the table for each person is: Mr. Giromini  0
    
    Mr. Kirk  0
    
    Mr. Lampereur  0Mr. Loftis  4,000
    
    Mr. Medford  4,000
    
    Mr. Neupaver  0Mr. Wallace  161,028
    
    Mr. Hix  45,794
    
    Mr. Rahimian  58,803Mr. Halsey  14,011
    
    Mr. Brown  138,795Directors and executive
officers as a group  428,431
 
 (2)
    
    Includes 16,408 shares with respect to which Mr. Loftis has sole voting and shared investment
power.(3)
    
    Less than 1%.(4)
    
    In addition to the shares listed in the table, as of November 30, 3020, executive officers
held the following number of vested and unvested restricted share units: Named Executive Officer
    
    Unvested
    
    VestedMr. Wallace
    
    
    24,241
    
    
    
    4,040Mr. Hix
    
    
    6,710
    
    
    
    1,107Mr. Rahimian
    
    
    7,404
    
    
    
    1,244Mr. Halsey
    
    
    3,414
    
    
    
    584Mr. Brown
    
    
    1,814
    
    
    
    310Executive officers as a group:
    
    
    43,586
    
    
    
    7,285
 Principal Shareholders
  Number ofCommon SharesBeneficiallyOwned as of
    
    % ofName and Address
    
    11/30/10
    
    ClassBlackrock, Inc.
    
    
    2,798,305
    
    
    
    8.5
    %40 East 52nd Street
New York, NY 10022Keeley Asset Management Corp.
    
    
    1,725,000
    
    
    
    5.2
    %401 South LaSalle Street
Chicago, IL 60605(2)M.H.M. & Co., Ltd.(3)
    
    
    5,546,106
    
    
    
    16.8
    %830 Hanna Building
Cleveland, OH 44115
 
 (1)
    
    Formerly, Barclays Global Investors, NA. Blackrock has sole voting and dispositive power with respect to the listed shares.(2)
    
    Keeley Asset Management Corp. is an investment advisor with sole voting and dispositive power with respect to the listed
shares.(3)
    
    M.H.M. & Co., Ltd. is an Ohio limited partnership (the Partnership). Maynard H. Murch Co., Inc. is the managing general
partner, and Loftis Investments LLC, a company wholly-owned by Thomas P. Loftis, is the other general partner of the
Partnership. Partnership decisions with respect to the voting and disposition of Company shares are determined by Maynard H.
Murch Co., Inc., whose board of directors is comprised of Creighton B. Murch and Robert B. Murch, who are first cousins, and
Maynard H. Murch V, who is Mr. Robert B. Murchs nephew. 
 ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
 Related Party Transactions
    Director Independence
 www.robn.com
 
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Fees
    
    Fiscal 2010
    
    
    Fiscal 2009Audit(1)
    
    $
    1,710,037
    
    
    $
    1,895,463Audit-Related(2)
    
    
    20,000
    
    
    
    24,600Tax(3)
    
    
    57,497
    
    
    
    57,200All Other(4)
    
    
    --0-
    
    
    
    -0-Total
    
    $
    1,787,534
    
    
    $
    1,977,263
 
 (1)
    
    For services rendered for the audits of the consolidated financial statements of the Company, audit of
internal control over financial reporting, as well as statutory audits, review of financial statements
included in Form 10-Q reports, issuance of consents, and assistance with review of documents filed with
the Securities and Exchange Commission.(2)
    
    For services related to employee benefit plan audits and due diligence related to strategic alternatives.(3)
    
    For services related to tax compliance, tax return preparation, and tax assistance.(4)
    
    There were no other fees incurred for fiscal 2010 and 2009.   80




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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.
 81




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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
    
    December 23, 2010/s/ Christopher M. Hix

Christopher M. Hix
    
    Vice President and Chief
Financial Officer
(Principal Financial Officer)
    
    December 23, 2010/s/ Kevin J. Brown

Kevin J. Brown
    
    Corporate Controller
(Principal Accounting Officer)
    
    December 23, 2010*Thomas P. Loftis
    
    Chairman Of Board
    
    December 23, 2010*Richard J. Giromini
    
    Director
    
    December 23, 2010*Stephen F. Kirk
    
    Director
    
    December 23, 2010*Andrew G. Lampereur
    
    Director
    
    December 23, 2010*Dale L. Medford
    
    Director
    
    December 23, 2010*Albert J. Neupaver
    
    Director
    
    December 23, 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 82




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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. 83




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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)
    
    ***/M10.2
    
    Robbins & Myers, Inc. Retirement Savings Plan (January 1, 2010 Restatement)
    
    ***/M10.3
    
    First Amendment  to Robbins & Myers, Inc. Retirement Savings Plan (January 1, 2010  Restatement)
    
    ***/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
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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,
filed as Exhibit  10.14 to our Annual Report on Form 10-K for the year ended August 31, 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
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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.
    
    ***
 (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/A on
behalf of another pursuant to a
Power of Attorney
    
    ***
 86




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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.***
    
    Indicates that Exhibit is incorporated by reference in
this Report from our Annual Report on Form 10-K for the year ended August 31, 2010, filed with the
SEC on October 26, 2010.M
    
    Indicates management contract or compensatory arrangement. 87