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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20459
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended August 31, 2008
 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 0-288
 ROBBINS & MYERS, INC.
  Ohio
    
    31-0424220(State or other jurisdiction of
    
    (I.R.S. employerincorporation)
    
    identification number)51 Plum St., Suite 260,
Dayton, OH
    
    45440(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code
  Name of each exchange onTitle of each class
    
    which registeredCommon Shares, without par value
    
    New York
  þ o
 o þ
 þ o
 þ
  Large Accelerated Filer þ
    
    Accelerated Filer o
    
    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 29, 2008
(the last business day of the Companys second fiscal quarter)
    
    $
    955,676,515Number of Common Shares, without par value, outstanding at September 30, 2008
    
    
    34,706,893
 DOCUMENT INCORPORATED BY REFERENCE




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TABLE OF CONTENTS  ITEM 1. BUSINESSITEM 1A. RISK FACTORSITEM 1B. UNRESOLVED STAFF COMMENTSITEM 2. PROPERTIESITEM 3. LEGAL PROCEEDINGSITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSPART 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 AND EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCEITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCEITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESINDEX TO EXHIBITSEX-10.14EX-21.1EX-23.1EX-24.1EX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  
 ITEM 1. BUSINESS
 Important Information Regarding Forward-Looking Statements
     Fluid Management Segment
  Sales, Marketing and Distribution.
 Aftermarket Sales
 Markets and Competition.
 1




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Process Solutions Business Segment
  Sales, Marketing and Distribution.
 Aftermarket Sales.
 Markets
and Competition.
 Romaco Business 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.
 
 Approximately 61% of our sales are to customers outside the United States, and we are subject to
special economic and political risks associated with international operations.
  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.
  4




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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.
  The results of operations could vary based on the availability and cost of our raw materials.
   Our results of operations could vary as a result of the methods, estimates and judgments we use in
applying our accounting policies.
  Any impairment in the value of our intangible assets, including goodwill, would negatively affect
our operating results and total capitalization.
  5




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Other risks that may affect our business.
 
    
    Customer order cancellations.
    
    Implementation and maintenance of business computer systems at our facilities.
 
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
  Square FootageSales/
    
    
    (in thousands)Manufacturing
    
    
    Service
    
    
    Owned
    
    
    LeasedFunction and size by segment:Fluid Management
    
    
    11
    
    
    
    13
    
    
    
    757
    
    
    
    91Process Solutions
    
    
    14
    
    
    
    
    
    
    
    2,096
    
    
    
    179Romaco
    
    
    5
    
    
    
    2
    
    
    
    284
    
    
    
    75
 North America
    
    
    South America
    
    
    Europe
    
    
    AsiaGeographical locations by segment:Fluid Management
    
    
    20
    
    
    
    2
    
    
    
    1
    
    
    
    1Process Solutions
    
    
    5
    
    
    
    1
    
    
    
    5
    
    
    
    3Romaco
    
    
    1
    
    
    
    
    
    
    
    6
    
    
    
    
 
 ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  6




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Executive Officers of the Registrant
          7




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PART II
 
 ITEM 5.
    
    MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
  DividendsHigh
    
    
    Low
    
    
    Paid per ShareFiscal 20081st Quarter ended Nov. 30, 2007
    
    $
    37.60
    
    
    $
    23.95
    
    
    $
    0.03252nd Quarter ended Feb. 29, 2008
    
    
    38.91
    
    
    
    29.77
    
    
    
    0.03753rd Quarter ended May 31, 2008
    
    
    43.08
    
    
    
    31.65
    
    
    
    0.03754th Quarter ended Aug. 31, 2008
    
    
    54.20
    
    
    
    39.16
    
    
    
    0.0375Fiscal 20071st Quarter ended Nov. 30, 2006
    
    $
    21.40
    
    
    $
    13.98
    
    
    $
    0.02752nd Quarter ended Feb. 28, 2007
    
    
    23.61
    
    
    
    19.58
    
    
    
    0.03253rd Quarter ended May 31, 2007
    
    
    23.07
    
    
    
    17.48
    
    
    
    0.03254th Quarter ended Aug. 31, 2007
    
    
    30.97
    
    
    
    21.18
    
    
    
    0.0325
 
 *
    
    Adjusted for 2-for-1 stock split of our shares in the form of a share distribution effective
February 28, 2008.(B)
    
    As of September 30, 2008, we had 365 shareholders of record.(C)
    
    Dividends paid on common shares are presented in the table in Item 5(A). Our credit agreement
includes certain covenants which restrict our payment of dividends above $10,000,000 plus a carry
over amount from the prior year, which is 50% of the amount that such dividends were under
$10,000,000.(D)
    
    In 2008 there were no sales of unregistered securities.(E)
    
    A summary of the Companys repurchases of its common shares during the quarter ended August
31, 2008 is as follows: MaximumNumber (orApproximateTotal Number of
    
    
    DollarShares
    
    
    Value) of SharesPurchased as
    
    
    that MayAverage
    
    
    Part of Publicly
    
    
    Yet BeTotal Number
    
    
    Price
    
    
    Announced
    
    
    Purchased Underof Shares
    
    
    Paid per
    
    
    Plans or
    
    
    the Plans orPeriod
    
    Purchased(1)
    
    
    Share
    
    
    Programs
    
    
    ProgramsJune 2008
    
    
    0
    
    
    $
    0
    
    
    
    0
    
    
    
    0July 2008
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0August 2008
    
    
    25,934
    
    
    
    45.00
    
    
    
    0
    
    
    
    0Total
    
    
    25,934
    
    
    $
    45.00
    
    
    
    0
    
    
    
    0
 
 (1)
    
    During the fourth quarter of 2008, the Company purchased 25,934 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. 8




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ITEM 6. SELECTED FINANCIAL DATA
 Selected Financial Data (1)
  2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004Operating ResultsOrders
    
    $
    812,998
    
    
    $
    719,848
    
    
    $
    688,822
    
    
    $
    607,210
    
    
    $
    586,948Ending backlog
    
    
    237,980
    
    
    
    193,821
    
    
    
    174,447
    
    
    
    116,491
    
    
    
    114,267Sales
    
    
    787,168
    
    
    
    695,393
    
    
    
    625,389
    
    
    
    604,773
    
    
    
    585,758EBIT (2,3)
    
    
    130,664
    
    
    
    94,282
    
    
    
    7,508
    
    
    
    21,451
    
    
    
    30,317Net income (loss) (2,3)
    
    
    87,402
    
    
    
    50,705
    
    
    
    (19,587
    )
    
    
    (262
    )
    
    
    11,648Net income (loss) per share, diluted (2,3)
    
    $
    2.52
    
    
    $
    1.48
    
    
    $
    (0.66
    )
    
    $
    (0.01
    )
    
    $
    0.40Financial ConditionTotal assets
    
    $
    864,717
    
    
    $
    816,143
    
    
    $
    712,047
    
    
    $
    740,193
    
    
    $
    736,078Total cash
    
    
    123,405
    
    
    
    116,110
    
    
    
    48,365
    
    
    
    23,043
    
    
    
    8,640Total debt
    
    
    33,627
    
    
    
    103,075
    
    
    
    105,531
    
    
    
    175,408
    
    
    
    181,702Shareholders equity
    
    
    500,017
    
    
    
    412,518
    
    
    
    339,422
    
    
    
    301,646
    
    
    
    306,025Total capitalization
    
    $
    533,644
    
    
    $
    515,593
    
    
    $
    444,953
    
    
    $
    477,054
    
    
    $
    487,727Other DataCash flow from operating activities (2)
    
    $
    89,560
    
    
    $
    65,113
    
    
    $
    40,581
    
    
    $
    26,340
    
    
    $
    26,353Capital expenditures, net
    
    
    22,114
    
    
    
    16,536
    
    
    
    13,660
    
    
    
    20,263
    
    
    
    9,884Amortization
    
    
    1,279
    
    
    
    1,631
    
    
    
    2,343
    
    
    
    2,519
    
    
    
    2,738Depreciation
    
    
    14,970
    
    
    
    14,993
    
    
    
    16,235
    
    
    
    17,874
    
    
    
    18,639Dividends declared per share
    
    $
    0.145
    
    
    $
    0.125
    
    
    $
    0.11
    
    
    $
    0.11
    
    
    $
    0.11Number of employees
    
    
    3,357
    
    
    
    3,233
    
    
    
    3,271
    
    
    
    3,585
    
    
    
    3,824
 9




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2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004(In thousands, except per share data)Special items expense (income):Cost of sales-restructuring inventory writedowns-
Process Solutions and Romaco segments
    
    $
    0
    
    
    $
    0
    
    
    $
    1,127
    
    
    $
    1,130
    
    
    $
    0Other restructuring costs including severance
    
    
    0
    
    
    
    1,818
    
    
    
    8,472
    
    
    
    6,833
    
    
    
    2,139Net product line/facility sale (gains) losses
    
    
    (7,631
    )
    
    
    (5,279
    )
    
    
    (10,258
    )
    
    
    2,053
    
    
    
    0Goodwill impairment-Romaco segment
    
    
    0
    
    
    
    0
    
    
    
    39,174
    
    
    
    0
    
    
    
    0Total Special items
    
    $
    (7,631
    )
    
    $
    (3,461
    )
    
    $
    38,515
    
    
    $
    10,016
    
    
    $
    2,139Increase
(decrease) on net income due to special items
    
    $
    6,265
    
    
    $
    3,461
    
    
    $
    (36,941
    )
    
    $
    (6,310
    )
    
    $
    (1,390
    )Increase
(decrease) on diluted earnings per share due to special items
    
    $
    0.18
    
    
    $
    0.06
    
    
    $
    (1.29
    )

    
    $
    (0.26
    )
    
    $
    (0.05
    )
  10




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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 Overview
  Fluid
Management
 Process Solutions
 Romaco
 11




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Results of Operations
  Consolidated
    
    2008
    
    
    2007
    
    
    2006Sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    63.1
    
    
    
    65.2
    
    
    
    65.6Gross profit
    
    
    36.9
    
    
    
    34.8
    
    
    
    34.4SG&A expenses
    
    
    21.2
    
    
    
    21.7
    
    
    
    27.2Goodwill impairment charge
    
    
    0.0
    
    
    
    0.0
    
    
    
    6.3Other income
    
    
    (0.9
    )
    
    
    (0.5
    )
    
    
    (0.3
    )EBIT
    
    
    16.6
    %
    
    
    13.6
    %
    
    
    1.2
    %
 By Segment
    
    2008
    
    
    2007
    
    
    2006(In millions, except percents)Fluid Management:Sales
    
    $
    322.9
    
    
    $
    292.3
    
    
    $
    245.2EBIT
    
    
    91.3
    
    
    
    77.0
    
    
    
    56.5EBIT %
    
    
    28.3
    %
    
    
    26.3
    %
    
    
    23.0
    %Process Solutions:Sales
    
    $
    313.6
    
    
    $
    273.9
    
    
    $
    231.0EBIT
    
    
    37.6
    
    
    
    31.9
    
    
    
    8.9EBIT %
    
    
    12.0
    %
    
    
    11.7
    %
    
    
    3.9
    %Romaco:Sales
    
    $
    150.7
    
    
    $
    129.2
    
    
    $
    149.2EBIT
    
    
    20.6
    
    
    
    2.6
    
    
    
    (38.2
    )EBIT %
    
    
    13.7
    %
    
    
    2.0
    %
    
    
    (25.6
    )%Total:Sales
    
    $
    787.2
    
    
    $
    695.4
    
    
    $
    625.4EBIT
    
    
    130.7
    
    
    
    94.3
    
    
    
    7.5EBIT %
    
    
    16.6
    %
    
    
    13.6
    %
    
    
    1.2
    %
 Fiscal Year Ended August 31, 2008 Compared with Fiscal Year Ended August 31, 2007
 Net Sales
    12




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Earnings Before Interest and Income Taxes (EBIT)
      13




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Interest expense
  Income taxes
  Net Income
  14




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Fiscal Year Ended August 31, 2007 Compared with Fiscal Year Ended August 31, 2006
 Net Sales
     Earnings Before Interest and Income Taxes (EBIT)
     Interest expense
  15




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Income taxes
  Net Income
  16




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Liquidity and Capital Resources
 Operating Activities
    Investing Activities
   Financing Activities
  Credit Agreement
    17




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Critical Accounting Policies and Estimates
  Revenue Recognition
  Use of Estimates
       Goodwill
and Other Intangible Assets
  18




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Foreign Currency Accounting
   Pensions
     New Accounting Pronouncements
  19




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  .
  20




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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
     U.S. Dollar
    
    
    Non-U.S. Dollar
    
    
    Non-U.S. DollarFixed Rate
    
    
    Fixed Rate
    
    
    Variable RateMaturity Date
    
    Amount
    
    
    Rate
    
    
    Amount
    
    
    Rate
    
    
    Amount
    
    
    Rate(In thousands, except percents)2009
    
    $
    0
    
    
    
    0.00
    %
    
    $
    95
    
    
    
    5.92
    %
    
    $
    3,097
    
    
    
    12.13
    %2010
    
    
    30,000
    
    
    
    6.84
    
    
    
    0
    
    
    
    0.00
    
    
    
    351
    
    
    
    2.002011
    
    
    0
    
    
    
    0.00
    
    
    
    0
    
    
    
    0.00
    
    
    
    84
    
    
    
    2.002012
    
    
    0
    
    
    
    0.00
    
    
    
    0
    
    
    
    0.00
    
    
    
    0
    
    
    
    0.002013
    
    
    0
    
    
    
    0.00
    
    
    
    0
    
    
    
    0.00
    
    
    
    0
    
    
    
    0.00Thereafter
    
    
    0
    
    
    
    0.00
    
    
    
    0
    
    
    
    0.00
    
    
    
    0
    
    
    
    0.00Total
    
    $
    30,000
    
    
    
    6.84
    %
    
    $
    95
    
    
    
    5.92
    %
    
    $
    3,532
    
    
    
    10.88
    %Fair value
    
    $
    30,000
    
    
    
    
    
    
    $
    95
    
    
    
    
    
    
    $
    3,532
 21




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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
    
    $
    33,627
    
    
    $
    3,192
    
    
    $
    30,435
    
    
    $
    0
    
    
    $
    0Operating leases (1)
    
    
    17,048
    
    
    
    6,148
    
    
    
    6,675
    
    
    
    3,269
    
    
    
    956Total contractual cash
obligations
    
    $
    50,675
    
    
    $
    9,340
    
    
    $
    37,110
    
    
    $
    3,269
    
    
    $
    956
 
 (1)
    
    Operating leases consist primarily of building and equipment leases.  22




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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 Report of Independent Registered Public Accounting Firm
 
 
 
 23




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Report of Independent Registered Public Accounting Firm
 
      
 24




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CONSOLIDATED BALANCE SHEET
 August 31,2008
    
    
    2007ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    123,405
    
    
    $
    116,110Accounts receivable
    
    
    153,648
    
    
    
    152,779Inventories
    
    
    109,797
    
    
    
    99,196Other current assets
    
    
    8,017
    
    
    
    7,410Deferred taxes
    
    
    13,476
    
    
    
    11,178Total Current Assets
    
    
    408,343
    
    
    
    386,673Goodwill
    
    
    278,906
    
    
    
    271,150Other Intangible Assets
    
    
    6,853
    
    
    
    7,272Deferred Taxes
    
    
    21,969
    
    
    
    9,583Other Assets
    
    
    10,931
    
    
    
    12,196Property, Plant and Equipment
    
    
    137,715
    
    
    
    129,269$
    864,717
    
    
    $
    816,143LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Accounts payable
    
    $
    86,012
    
    
    $
    78,890Accrued expenses
    
    
    100,407
    
    
    
    103,732Deferred taxes
    
    
    2,469
    
    
    
    1,662Current portion of long-term debt
    
    
    3,192
    
    
    
    72,522Total Current Liabilities
    
    
    192,080
    
    
    
    256,806Long-Term Debt, Less Current Portion
    
    
    30,435
    
    
    
    30,553Deferred Taxes
    
    
    44,628
    
    
    
    24,818Other Long-Term Liabilities
    
    
    82,118
    
    
    
    79,019Minority Interest
    
    
    15,439
    
    
    
    12,429Shareholders Equity:Common stock-without par value:Authorized shares-80,000,000Issued shares-34,762,954 in 2008 (34,275,510 in 2007)
    
    
    185,552
    
    
    
    172,319Treasury shares-58,848 in 2008 (29,612 in 2007)
    
    
    (1,947
    )
    
    
    (683
    )Retained earnings
    
    
    294,409
    
    
    
    217,548Accumulated other comprehensive income:Foreign currency translation
    
    
    36,945
    
    
    
    40,024Pension liability
    
    
    (14,942
    )
    
    
    (16,690
    )Total
    
    
    22,003
    
    
    
    23,334500,017
    
    
    
    412,518$
    864,717
    
    
    $
    816,143
  25




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##### Table of Contents



CONSOLIDATED SHAREHOLDERS EQUITY STATEMENT
 AccumulatedOtherComprehensiveCommon
    
    
    Treasury
    
    
    Retained
    
    
    IncomeShares
    
    
    Shares
    
    
    Earnings
    
    
    (Loss)
    
    
    TotalBalance at September 1, 2005
    
    $
    110,149
    
    
    $
    (10
    )
    
    $
    193,968
    
    
    $
    (2,461
    )
    
    $
    301,646Net loss
    
    
    
    
    
    
    
    
    
    
    (19,587
    )
    
    
    
    
    
    
    (19,587
    )Change in foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,050
    
    
    
    8,050Change in minimum pension liability
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,219
    
    
    
    5,219Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,318
    )Restricted stock grants-net, 117,152 shares
Amortization of restricted stock grants
    
    
    485
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    485Cash dividend declared, $0.11 per share
    
    
    
    
    
    
    
    
    
    
    (3,285
    )
    
    
    
    
    
    
    (3,285
    )Stock option expense
    
    
    837
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    837Performance stock award expense
    
    
    445
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    445Conversion of bonds to stock, 3,459,048 shares
    
    
    38,914
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38,914Convertible bonds interest adjustment,
net of tax of $508
    
    
    828
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    828Proceeds
from employee benefit plan share sales, 89,260 shares
    
    
    1,009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,009Stock options exercised, 414,138 shares
    
    
    4,658
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,658Tax benefit of stock options exercised
    
    
    203
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    203Balance at August 31, 2006
    
    
    157,528
    
    
    
    (10
    )
    
    
    171,096
    
    
    
    10,808
    
    
    
    339,422Net income
    
    
    
    
    
    
    
    
    
    
    50,705
    
    
    
    
    
    
    
    50,705Change in foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,160
    
    
    
    14,160Change in minimum pension liability (SFAS No.87), net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,621
    
    
    
    8,621Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    73,486Adoption of SFAS No. 158, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,255
    )
    
    
    (10,255
    )Restricted stock grants-net, 121,408 shares
Amortization of restricted stock grants
    
    
    1,247
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,247Cash dividend declared, $0.125 per share
    
    
    
    
    
    
    
    
    
    
    (4,253
    )
    
    
    
    
    
    
    (4,253
    )Treasury stock purchases, 28,996 shares
    
    
    
    
    
    
    (673
    )
    
    
    
    
    
    
    
    
    
    
    (673
    )Stock option expense
    
    
    598
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    598Performance stock award expense
    
    
    924
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    924Proceeds
from employee benefit plan share sales, 50,194 shares
    
    
    825
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    825Stock options exercised, 687,336 shares
    
    
    9,066
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,066Tax benefit of stock options exercised
    
    
    2,131
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,131Balance at August 31, 2007
    
    
    172,319
    
    
    
    (683
    )
    
    
    217,548
    
    
    
    23,334
    
    
    
    412,518Net income
    
    
    
    
    
    
    
    
    
    
    87,402
    
    
    
    
    
    
    
    87,402Change in foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,079
    )
    
    
    (3,079
    )Change in minimum pension liability, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,748
    
    
    
    1,748Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    86,071Adoption of FIN 48
    
    
    
    
    
    
    
    
    
    
    (5,538
    )
    
    
    
    
    
    
    (5,538
    )Restricted stock grants-net, 64,546 shares
Amortization of restricted stock grants
    
    
    666
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    666Cash dividend declared, $0.145 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 benefit of stock options exercised
    
    
    4,316
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,316Balance as of August 31, 2008
    
    $
    185,552
    
    
    $
    (1,947
    )
    
    $
    294,409
    
    
    $
    22,003
    
    
    $
    500,017
  26




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##### Table of Contents



CONSOLIDATED STATEMENT OF OPERATIONS
 Years ended August 31,2008
    
    
    2007
    
    
    2006Sales
    
    $
    787,168
    
    
    $
    695,393
    
    
    $
    625,389Cost of sales
    
    
    496,906
    
    
    
    453,052
    
    
    
    410,473Gross profit
    
    
    290,262
    
    
    
    242,341
    
    
    
    214,916Selling, general and administrative expenses
    
    
    167,229
    
    
    
    151,520
    
    
    
    170,020Goodwill impairment charge
    
    
    0
    
    
    
    0
    
    
    
    39,174Other income
    
    
    (7,631
    )
    
    
    (3,461
    )
    
    
    (1,786
    )Income before interest and income taxes
    
    
    130,664
    
    
    
    94,282
    
    
    
    7,508Interest expense, net
    
    
    2,031
    
    
    
    5,243
    
    
    
    12,946Income (loss) before income taxes and minority interest
    
    
    128,633
    
    
    
    89,039
    
    
    
    (5,438
    )Income tax expense
    
    
    39,099
    
    
    
    36,866
    
    
    
    12,589Minority interest
    
    
    2,132
    
    
    
    1,468
    
    
    
    1,560Net income (loss)
    
    $
    87,402
    
    
    $
    50,705
    
    
    $
    (19,587
    )Net income (loss) per shareBasic
    
    $
    2.53
    
    
    $
    1.49
    
    
    $
    (0.66
    )Diluted
    
    $
    2.52
    
    
    $
    1.48
    
    
    $
    (0.66
    )
  27




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##### Table of Contents



CONSOLIDATED CASH FLOW STATEMENT
 Years Ended August 31,2008
    
    
    2007
    
    
    2006OPERATING ACTIVITIESNet income (loss)
    
    $
    87,402
    
    
    $
    50,705
    
    
    $
    (19,587
    )Adjustments to reconcile net income (loss) to net cash
and cash equivalents provided by operating activities:Depreciation
    
    
    14,970
    
    
    
    14,993
    
    
    
    16,235Amortization
    
    
    1,279
    
    
    
    1,631
    
    
    
    2,343Deferred taxes
    
    
    6,201
    
    
    
    18,997
    
    
    
    (2,887
    )Stock compensation
    
    
    3,390
    
    
    
    2,769
    
    
    
    1,767Goodwill impairment charge
    
    
    0
    
    
    
    0
    
    
    
    39,174Net gain on sale of business/facilities
    
    
    (7,631
    )
    
    
    (5,279
    )
    
    
    (7,955
    )Changes in operating assets and liabilities :Accounts receivable
    
    
    (1,067
    )
    
    
    (28,315
    )
    
    
    6,125Inventories
    
    
    (7,261
    )
    
    
    (2,796
    )
    
    
    2,905Other assets
    
    
    (560
    )
    
    
    1,059
    
    
    
    1,933Accounts payable
    
    
    3,682
    
    
    
    16,500
    
    
    
    (5,468
    )Accrued expenses and other liabilities
    
    
    (10,845
    )
    
    
    (5,151
    )
    
    
    5,996Net cash and cash equivalents provided by operating activities
    
    
    89,560
    
    
    
    65,113
    
    
    
    40,581INVESTING ACTIVITIESCapital expenditures
    
    
    (22,114
    )
    
    
    (16,536
    )
    
    
    (13,660
    )Proceeds from sale of business/facilities
    
    
    8,484
    
    
    
    13,712
    
    
    
    27,833Acquisitions
    
    
    (5,061
    )
    
    
    0
    
    
    
    0Net cash and cash equivalents (used) provided by investing activities
    
    
    (18,691
    )
    
    
    (2,824
    )
    
    
    14,173FINANCING ACTIVITIESProceeds from debt borrowings
    
    
    12,003
    
    
    
    30,904
    
    
    
    35,747Payments of long-term debt
    
    
    (81,451
    )
    
    
    (33,360
    )
    
    
    (66,953
    )Net proceeds from issuance of common stock,
including stock option tax benefits
    
    
    8,579
    
    
    
    11,348
    
    
    
    5,667Dividend paid
    
    
    (5,003
    )
    
    
    (4,253
    )
    
    
    (3,285
    )Other
    
    
    0
    
    
    
    (432
    )
    
    
    (528
    )Net cash and cash equivalents (used) provided by financing activities
    
    
    (65,872
    )
    
    
    4,207
    
    
    
    (29,352
    )Effect of exchange rate changes on cash
    
    
    2,298
    
    
    
    1,249
    
    
    
    (80
    )Increase in cash and cash equivalents
    
    
    7,295
    
    
    
    67,745
    
    
    
    25,322Cash and cash equivalents at beginning of year
    
    
    116,110
    
    
    
    48,365
    
    
    
    23,043Cash and cash equivalents at end of year
    
    $
    123,405
    
    
    $
    116,110
    
    
    $
    48,365
  28




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1
 SUMMARY OF 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
 29




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##### Table of Contents



Foreign Currency Accounting
  Product Warranties
   2008
    
    
    2007(In thousands)Balance at beginning of the fiscal year
    
    $
    7,922
    
    
    $
    7,605Warranty expense
    
    
    1,851
    
    
    
    2,188Deductions
    
    
    (1,973
    )
    
    
    (1,908
    )Impact of business dispositions
    
    
    0
    
    
    
    (91
    )Impact of
exchange rates
    
    
    53
    
    
    
    128Balance at end of the fiscal year
    
    $
    7,853
    
    
    $
    7,922
 Consolidated Statement of Operations
  Revenue Recognition
  Income Taxes
  
 30




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##### Table of Contents



, ,
  Consolidated Cash Flow Statement
  Fair Value of Financial Instruments
     Common Stock Plans
  31




---



##### Table of Contents



2008
    
    2007
    
    2006Expected volatility of common stock
    
    
    35.86
    %
    
    
    25.40
    %
    
    
    32.70
    %Risk free interest rate
    
    
    4.00
    
    
    
    4.80
    
    
    
    4.29Dividend yield
    
    
    0.50
    
    
    
    0.70
    
    
    
    0.76Expected life of option
    
    7.0
    Yrs.
    
    7.0
    Yrs.
    
    7.0
    Yrs.Fair value at grant date
    
    $
    12.70
    
    
    $
    5.80
    
    
    $
    4.41
  New Accounting Pronouncements
      32




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##### Table of Contents



  .
  Reclassifications
  33




---



##### Table of Contents



NOTE 2  BALANCE SHEET INFORMATION
 2008
    
    
    2007(In thousands)Accounts receivableAllowances for doubtful accounts
    
    $
    7,695
    
    
    $
    6,189InventoriesFIFO:Finished products
    
    $
    33,216
    
    
    $
    30,190Work in process
    
    
    47,060
    
    
    
    39,699Raw materials
    
    
    41,591
    
    
    
    38,932121,867
    
    
    
    108,821LIFO reserve, U.S. inventories
    
    
    (12,070
    )
    
    
    (9,625
    )$
    109,797
    
    
    $
    99,196Non-U.S. inventories at FIFO
    
    $
    81,214
    
    
    $
    69,432Property, plant and equipmentLand
    
    $
    17,783
    
    
    $
    17,795Buildings
    
    
    102,809
    
    
    
    93,332Machinery and equipment
    
    
    177,285
    
    
    
    169,456297,877
    
    
    
    280,583Less accumulated depreciation
    
    
    (160,162
    )
    
    
    (151,314
    )$
    137,715
    
    
    $
    129,269Accrued expensesSalaries, wages and payroll taxes
    
    $
    22,866
    
    
    $
    21,595Customer advances
    
    
    28,261
    
    
    
    33,091Pension benefits
    
    
    3,030
    
    
    
    2,714U.S. other postretirement benefits
    
    
    2,014
    
    
    
    2,261Warranty costs
    
    
    7,853
    
    
    
    7,922Accrued interest
    
    
    821
    
    
    
    3,461Income taxes
    
    
    10,835
    
    
    
    9,517Commissions
    
    
    6,494
    
    
    
    4,507Other
    
    
    18,233
    
    
    
    18,664$
    100,407
    
    
    $
    103,732Other long-term liabilitiesGerman pension liability
    
    $
    40,458
    
    
    $
    39,513U.S. other postretirement benefits
    
    
    19,766
    
    
    
    20,218U.S. pension liability
    
    
    6,816
    
    
    
    7,699Other
    
    
    15,078
    
    
    
    11,589$
    82,118
    
    
    $
    79,019
 34




---



##### Table of Contents



NOTE 3  STATEMENT OF OPERATIONS INFORMATION
  2008
    
    
    2007
    
    
    2006(In thousands)Process Solutions segment restructuring costs
    
    $
    0
    
    
    $
    0
    
    
    $
    2,541Romaco Segment restructuring costs
    
    
    0
    
    
    
    1,818
    
    
    
    4,755Gain on disposition of product lines/facilities
    
    
    (7,631
    )
    
    
    (5,279
    )
    
    
    (7,955
    )Subtotal
    
    
    (7,631
    )
    
    
    (3,461
    )
    
    
    (659
    )Less inventory write-down included in cost of sales
    
    
    0
    
    
    
    0
    
    
    
    (1,127
    )Other income
    
    $
    (7,631
    )
    
    $
    (3,461
    )
    
    $
    (1,786
    )
      35




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##### Table of Contents



Minimum lease payments
  (In thousands)2009
    
    $
    6,1482010
    
    
    3,9992011
    
    
    2,6762012
    
    
    1,8232013
    
    
    1,446Thereafter
    
    
    956$
    17,048
  36




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##### Table of Contents



NOTE 4  PRODUCT LINE DISPOSITIONS
  NOTE 5  CASH FLOW STATEMENT INFORMATION
     2008
    
    
    2007
    
    
    2006(in thousands)Interest paid
    
    $
    8,141
    
    
    $
    7,952
    
    
    $
    13,078Taxes paid, net of refunds
    
    
    30,838
    
    
    
    19,560
    
    
    
    13,399
 37




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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, 2006
    
    $
    145,075
    
    
    $
    106,287
    
    
    $
    10,965
    
    
    $
    262,327Goodwill reduction from utilizing
purchased tax loss carryforwards
and deferred tax assets
    
    
    0
    
    
    
    0
    
    
    
    (1,052
    )
    
    
    (1,052
    )Goodwill reduction due to business
dispositions
    
    
    0
    
    
    
    0
    
    
    
    (250
    )
    
    
    (250
    )Translation adjustments and other
    
    
    8,114
    
    
    
    1,281
    
    
    
    730
    
    
    
    10,105Balance as of August 31, 2007
    
    
    153,189
    
    
    
    107,568
    
    
    
    10,393
    
    
    
    271,150Goodwill reduction from utilizing
purchased tax loss carryforwards
and deferred tax assets
    
    
    0
    
    
    
    0
    
    
    
    (474
    )
    
    
    (474
    )Goodwill addition due to business
acquisition
    
    
    2,680
    
    
    
    0
    
    
    
    0
    
    
    
    2,680Translation adjustments and other
    
    
    2,001
    
    
    
    1,135
    
    
    
    2,414
    
    
    
    5,550Balance as of August 31, 2008
    
    $
    157,870
    
    
    $
    108,703
    
    
    $
    12,333
    
    
    $
    278,906
   2008
    
    
    2007Carrying
    
    
    Accumulated
    
    
    
    
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Net
    
    
    Amount
    
    
    Amortization
    
    
    Net(In thousands)Patents and trademarks
    
    $
    11,899
    
    
    $
    7,480
    
    
    $
    4,419
    
    
    $
    11,378
    
    
    $
    7,093
    
    
    $
    4,285Non-compete agreements
    
    
    9,099
    
    
    
    7,338
    
    
    
    1,761
    
    
    
    8,879
    
    
    
    7,009
    
    
    
    1,870Financing costs
    
    
    9,679
    
    
    
    9,006
    
    
    
    673
    
    
    
    9,559
    
    
    
    8,571
    
    
    
    988Other
    
    
    5,171
    
    
    
    5,171
    
    
    
    0
    
    
    
    5,201
    
    
    
    5,072
    
    
    
    129$
    35,848
    
    
    $
    28,995
    
    
    $
    6,853
    
    
    $
    35,017
    
    
    $
    27,745
    
    
    $
    7,272
  38




---



##### Table of Contents



NOTE 7  LONG-TERM DEBT
 2008
    
    
    2007(in thousands)Senior debt:Revolving credit loan
    
    $
    0
    
    
    $
    0Senior notes
    
    
    30,000
    
    
    
    100,000Other
    
    
    3,627
    
    
    
    3,075Total debt
    
    
    33,627
    
    
    
    103,075Less current portion
    
    
    (3,192
    )
    
    
    (72,522
    )Long-term debt
    
    $
    30,435
    
    
    $
    30,553
      (In thousands)2009
    
    $
    3,1922010
    
    
    30,3512011
    
    
    842012
    
    
    02013
    
    
    02014 and thereafter
    
    
    0Total
    
    $
    33,627
 39




---



##### Table of Contents



NOTE 8  RETIREMENT BENEFITS
  Prior to
    
    
    
    
    
    AfterAdopting
    
    
    
    
    
    Application ofSFAS No. 158
    
    Adjustments
    
    SFAS No. 158Other intangible assets
    
    $
    11,682
    
    
    $
    (4,410
    )
    
    $
    7,272Accrued expenses
    
    
    108,731
    
    
    
    (4,999
    )
    
    
    103,732Long-term deferred tax liability
    
    
    30,479
    
    
    
    (5,661
    )
    
    
    24,818Other long-term liabilities
    
    
    62,514
    
    
    
    16,505
    
    
    
    79,019Accumulated other comprehensive income
    
    
    33,589
    
    
    
    (10,255
    )
    
    
    23,334
   40




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##### Table of Contents



Pension Benefits2008
    
    
    2007
    
    
    2006(In thousands)Service costs
    
    $
    1,753
    
    
    $
    2,017
    
    
    $
    2,855Interest cost
    
    
    9,200
    
    
    
    8,812
    
    
    
    8,246Expected return on plan assets
    
    
    (7,898
    )
    
    
    (7,218
    )
    
    
    (7,340
    )FAS 88 curtailment cost
    
    
    0
    
    
    
    0
    
    
    
    (220
    )Amortization of prior service cost
    
    
    758
    
    
    
    695
    
    
    
    798Amortization of transition obligation
    
    
    0
    
    
    
    0
    
    
    
    (198
    )Recognized net actuarial losses
    
    
    214
    
    
    
    1,578
    
    
    
    2,100Net periodic benefit cost
    
    $
    4,027
    
    
    $
    5,884
    
    
    $
    6,241Defined contribution cost
    
    $
    3,056
    
    
    $
    2,777
    
    
    $
    1,982
 Other Benefits2008
    
    
    2007
    
    
    2006(In thousands)Service cost
    
    $
    392
    
    
    $
    324
    
    
    $
    367Interest cost
    
    
    1,389
    
    
    
    1,346
    
    
    
    1,271Net amortization
    
    
    716
    
    
    
    765
    
    
    
    920Net periodic benefit cost
    
    $
    2,497
    
    
    $
    2,435
    
    
    $
    2,558
 41




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##### Table of Contents



Pension Benefits
    
    
    Other Benefits2008
    
    
    2007
    
    
    2008
    
    
    2007(In thousands)Change in benefit obligation:Beginning of year
    
    $
    157,086
    
    
    $
    163,953
    
    
    $
    22,479
    
    
    $
    23,244Service cost
    
    
    2,173
    
    
    
    2,315
    
    
    
    392
    
    
    
    324Interest cost
    
    
    9,085
    
    
    
    8,954
    
    
    
    1,389
    
    
    
    1,346Plan amendments
    
    
    1,376
    
    
    
    0
    
    
    
    0
    
    
    
    0Currency exchange rate impact
    
    
    647
    
    
    
    4,760
    
    
    
    0
    
    
    
    0Actuarial gains
    
    
    (9,856
    )
    
    
    (11,293
    )
    
    
    (673
    )
    
    
    (192
    )Benefit payments
    
    
    (11,342
    )
    
    
    (11,603
    )
    
    
    (1,807
    )
    
    
    (2,243
    )End of year
    
    $
    149,169
    
    
    $
    157,086
    
    
    $
    21,780
    
    
    $
    22,479Change in plan assets:Beginning of year
    
    $
    107,160
    
    
    $
    95,909
    
    
    $
    0
    
    
    $
    0Currency exchange rate impact
    
    
    (2,689
    )
    
    
    1,523
    
    
    
    0
    
    
    
    0Actual return
    
    
    (1,527
    )
    
    
    14,299
    
    
    
    0
    
    
    
    0Company contributions
    
    
    7,263
    
    
    
    7,032
    
    
    
    1,807
    
    
    
    2,243Benefit payments
    
    
    (11,342
    )
    
    
    (11,603
    )
    
    
    (1,807
    )
    
    
    (2,243
    )End of year
    
    $
    98,865
    
    
    $
    107,160
    
    
    $
    0
    
    
    $
    0Funded status
    
    $
    (50,304
    )
    
    $
    (49,926
    )
    
    $
    (21,780
    )
    
    $
    (22,479
    )Accrued benefit cost
    
    $
    (50,304
    )
    
    $
    (49,926
    )
    
    $
    (21,780
    )
    
    $
    (22,479
    )Recorded as follows:Accrued expenses
    
    $
    (3,030
    )
    
    $
    (2,714
    )
    
    $
    (2,014
    )
    
    $
    (2,261
    )Other long-term liabilities
    
    
    (47,274
    )
    
    
    (47,212
    )
    
    
    (19,766
    )
    
    
    (20,218
    )(50,304
    )
    
    
    (49,926
    )
    
    
    (21,780
    )
    
    
    (22,479
    )Accumulated other comprehensive loss
    
    
    17,463
    
    
    
    17,947
    
    
    
    6,785
    
    
    
    8,174$
    (32,841
    )
    
    $
    (31,979
    )
    
    $
    (14,995
    )
    
    $
    (14,305
    )Deferred taxes on accumulated other comprehensive loss
    
    $
    (6,728
    )
    
    $
    (6,325
    )
    
    $
    (2,578
    )
    
    $
    (3,106
    )Accumulated other comprehensive loss at August 31, 2008:Net actuarial losses
    
    $
    14,362
    
    
    $
    15,352
    
    
    $
    5,537
    
    
    $
    6,715Prior service cost
    
    
    3,101
    
    
    
    2,563
    
    
    
    1,248
    
    
    
    1,459Deferred taxes
    
    
    (6,728
    )
    
    
    (6,325
    )
    
    
    (2,578
    )
    
    
    (3,106
    )Net accumulated other comprehensive loss at August 31, 2008
    
    $
    10,735
    
    
    $
    11,590
    
    
    $
    4,207
    
    
    $
    5,068
 42




---



##### Table of Contents



2008
    
    
    2007(In thousands)Accumulated benefit obligation
    
    $
    146,927
    
    
    $
    154,214Projected benefit obligation
    
    
    149,169
    
    
    
    157,086Plan assets
    
    
    98,865
    
    
    
    107,160
   2008
    
    
    2007Equity securities
    
    
    64
    %
    
    
    67
    %Debt securities
    
    
    33
    
    
    
    32Cash and cash equivalents
    
    
    3
    
    
    
    1100
    %
    
    
    100
    %
    Pension Benefits
    
    Other Benefits(In thousands)2009
    
    $
    11,500
    
    
    $
    2,0002010
    
    
    11,200
    
    
    
    2,1002011
    
    
    11,400
    
    
    
    2,1002012
    
    
    11,200
    
    
    
    2,1002013
    
    
    11,300
    
    
    
    2,1002014-2018
    
    
    55,600
    
    
    
    10,300
  43




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##### Table of Contents



Pension Benefits
    
    
    Other Benefits2008
    
    
    2007
    
    
    2008
    
    
    2007Weighted average assumptions:Discount rate
    
    
    6.60
    %
    
    
    5.90
    %
    
    
    6.90
    %
    
    
    6.25
    %Expected return on plan assets
    
    
    7.70
    
    
    
    7.70
    
    
    
    N/A
    
    
    
    N/ARate of compensation increase
    
    
    3.00
    
    
    
    2.85
    
    
    
    N/A
    
    
    
    N/AHealth care cost increase
    
    
    N/A
    
    
    
    N/A
    
    
    
    9.0  5.0
    %
    
    
    9.5  5.0
    %Health care cost grading period
    
    
    N/A
    
    
    
    N/A
    
    
    8
    years
    
    9
    years
  Pension Benefits
    
    
    Other Benefits2008
    
    
    2007
    
    
    2008
    
    
    2007Discount rate
    
    
    5.90
    %
    
    
    5.75
    %
    
    
    6.25
    %
    
    
    6.00
    %Expected return on plan assets
    
    
    7.70
    
    
    
    7.70
    
    
    
    N/A
    
    
    
    N/ARate of compensation increase
    
    
    2.85
    
    
    
    2.85
    
    
    
    N/A
    
    
    
    N/AHealth care cost increase
    
    
    N/A
    
    
    
    N/A
    
    
    
    9.5  5.0
    %
    
    
    10.0  5.0
    %Health care cost grading period
    
    
    N/A
    
    
    
    N/A
    
    
    9
    years
    
    10
    years
  Increase
    
    Decrease(In thousands)Service and interest cost
    
    $
    112
    
    
    $
    (27
    )Postretirement benefit obligation
    
    
    650
    
    
    
    (581
    )
 44




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##### Table of Contents



NOTE 9  INCOME TAXES
  2008
    
    
    2007(In thousands)Deferred tax assets and liabilitiesAssets:Postretirement obligations
    
    $
    12,814
    
    
    $
    13,674Net operating loss carryforwards
    
    
    16,349
    
    
    
    18,766Tax credit carryforward
    
    
    6,095
    
    
    
    7,391Other accruals
    
    
    6,772
    
    
    
    5,661Inventory allowances
    
    
    2,802
    
    
    
    2,687Warranty reserve
    
    
    2,238
    
    
    
    2,461Customer advance payments and prepaid expenses
    
    
    1,664
    
    
    
    2,057Research and development costs
    
    
    1,966
    
    
    
    2,308Goodwill and purchase assets basis differences
    
    
    1,632
    
    
    
    2,921Other items
    
    
    2,510
    
    
    
    3,42354,842
    
    
    
    61,349Less valuation allowances
    
    
    14,720
    
    
    
    19,14040,122
    
    
    
    42,209Liabilities:Other accruals
    
    
    2,469
    
    
    
    2,013Fixed asset basis differences
    
    
    5,477
    
    
    
    5,726Goodwill and purchased asset basis differences
    
    
    42,712
    
    
    
    38,991Other items
    
    
    1,116
    
    
    
    1,19851,774
    
    
    
    47,928Net deferred tax liability
    
    $
    (11,652
    )
    
    $
    (5,719
    )
  45




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##### Table of Contents



Expense (in thousands)
 2008
    
    
    2007
    
    
    2006Current:U.S. federal
    
    $
    16,243
    
    
    $
    8,654
    
    
    $
    273Non-U.S.
    
    
    14,803
    
    
    
    12,562
    
    
    
    15,037U.S. state
    
    
    1,110
    
    
    
    425
    
    
    
    16632,156
    
    
    
    21,641
    
    
    
    15,476Deferred:U.S. federal
    
    
    15,282
    
    
    
    11,777
    
    
    
    (3,018
    )Non-U.S.
    
    
    (9,649
    )
    
    
    2,438
    
    
    
    390U.S. state
    
    
    1,310
    
    
    
    1,010
    
    
    
    (259
    )6,943
    
    
    
    15,225
    
    
    
    (2,887
    )$
    39,099
    
    
    $
    36,866
    
    
    $
    12,589Tax expense included in minority interest
    
    $
    916
    
    
    $
    862
    
    
    $
    916Non-U.S. pretax income (loss)
    
    $
    64,735
    
    
    $
    40,674
    
    
    $
    (6,284
    )
  2008
    
    
    2007
    
    
    2006(in thousands)Tax expense (benefit) at U.S. statutory rate
    
    $
    45,022
    
    
    $
    31,164
    
    
    $
    (1,903
    )Impact of change in valuation allowances on non-U.S. losses
    
    
    (4,914
    )
    
    
    163
    
    
    
    1,201Impact on U.S. taxes from repatriation of foreign earnings
    
    
    789
    
    
    
    1,477
    
    
    
    (44
    )Extraterritorial income deduction/Section 199
    
    
    (722
    )
    
    
    (402
    )
    
    
    (517
    )Impact from nondeductible goodwill write-off
    
    
    0
    
    
    
    0
    
    
    
    15,421Impact from other nondeductible expenses
    
    
    786
    
    
    
    306
    
    
    
    834Non-U.S. tax lower than U.S. tax rates
    
    
    (2,374
    )
    
    
    (493
    )
    
    
    (2,550
    )Tax contingencies
    
    
    450
    
    
    
    1,160
    
    
    
    0Revaluation of deferred tax accounts
    
    
    298
    
    
    
    3,079
    
    
    
    0Other items  net
    
    
    (236
    )
    
    
    412
    
    
    
    147Recorded tax expense
    
    $
    39,099
    
    
    $
    36,866
    
    
    $
    12,589
    46




---



##### Table of Contents



(in thousands)Balance at September 1, 2007
    
    $
    4,897Increases/(decreases) for prior year tax positions
    
    
    113Increases/(decreases) for current year tax positions
    
    
    497Increases/(decreases) related to settlements
    
    
    0Increases/(decreases) related to statute lapses
    
    
    (372
    )Increases/(decreases) related to exchange rate changes
    
    
    246Balance at August 31, 2008
    
    $
    5,381
     NOTE 10  COMMON STOCK
  47




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##### Table of Contents



Stock option activity
 Weighted-Stock
    
    
    Average OptionOptions
    
    
    Price Per ShareOutstanding at September 1, 2005
    
    
    2,068,002
    
    
    $
    12.22Granted
    
    
    160,000
    
    
    
    11.13Exercised
    
    
    (414,138
    )
    
    
    11.24Canceled
    
    
    (383,996
    )
    
    
    12.83Outstanding at August 31, 2006
    
    
    1,429,868
    
    
    
    12.22Granted
    
    
    83,800
    
    
    
    16.37Exercised
    
    
    (687,336
    )
    
    
    13.19Canceled
    
    
    (88,532
    )
    
    
    12.61Outstanding at August 31, 2007
    
    
    737,800
    
    
    
    11.84Granted
    
    
    111,822
    
    
    
    12.70Exercised
    
    
    (388,198
    )
    
    
    11.26Outstanding at August 31, 2008
    
    
    461,424
    
    
    $
    16.52Exercisable stock options at year-end2006
    
    
    
    
    
    
    1,183,9642007
    
    
    
    
    
    
    568,2682008
    
    
    
    
    
    
    252,805Shares available for grant at year-end2006
    
    
    
    
    
    
    2,240,0002007
    
    
    
    
    
    
    1,912,7302008
    
    
    
    
    
    
    1,740,362
 Components of outstanding stock options at August 31, 2008
 Weighted-Range of
    
    
    
    
    
    Average
    
    
    Weighted-
    
    
    IntrinsicExercise
    
    Number
    
    
    Contract Life
    
    
    Average
    
    
    ValuePrice
    
    Outstanding
    
    
    in Years
    
    
    Exercise Price
    
    
    (In thousands)$
    7.69  11.00
    
    
    180,330
    
    
    
    6.29
    
    
    $
    10.63
    
    
    $
    6,17211.50  31.02
    
    
    281,094
    
    
    
    6.91
    
    
    
    20.29
    
    
    
    6,902$
    7.69  31.02
    
    
    461,424
    
    
    
    6.67
    
    
    $
    16.52
    
    
    $
    13,074Components of exercisable stock options at August 31, 2008Weighted-Range of
    
    
    
    
    
    Average
    
    
    Weighted-
    
    
    IntrinsicExercise
    
    Number
    
    
    Contract Life
    
    
    Average
    
    
    ValuePrice
    
    Exercisable
    
    
    in Years
    
    
    Exercise Price
    
    
    (In thousands)$
    7.69  11.00
    
    
    142,000
    
    
    
    6.05
    
    
    $
    10.60
    
    
    $
    4,86411.50  21.93
    
    
    110,805
    
    
    
    4.08
    
    
    
    13.29
    
    
    
    3,497$
    7.69  21.93
    
    
    252,805
    
    
    
    5.19
    
    
    $
    11.78
    
    
    $
    8,361
  48




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##### Table of Contents



NOTE 11  NET INCOME PER SHARE
  2008
    
    
    2007
    
    
    2006(In thousands, except per share data)Numerator:Basic:Net income (loss)
    
    $
    87,402
    
    
    $
    50,705
    
    
    $
    (19,587
    )Effect of dilutive securities:Convertible debt interest
    
    
    0
    
    
    
    0
    
    
    
    1,784Income (loss) attributable to diluted shares
    
    $
    87,402
    
    
    $
    50,705
    
    
    $
    (17,803
    )Denominator:Basic:Weighted average shares
    
    
    34,524
    
    
    
    34,050
    
    
    
    29,796Effect of dilutive securities:Convertible debt
    
    
    0
    
    
    
    0
    
    
    
    3,302Dilutive options and
restricted shares
    
    
    194
    
    
    
    162
    
    
    
    52Diluted
    
    
    34,718
    
    
    
    34,212
    
    
    
    33,150Net income (loss) per share:Basic
    
    $
    2.53
    
    
    $
    1.49
    
    
    $
    (0.66
    )Diluted
    
    $
    2.52
    
    
    $
    1.48
    
    
    $
    (0.66
    )
 
 *
    
    Adjusted for 2-for-1 stock split of our shares in fiscal 2008. NOTE 12  BUSINESS SEGMENTS AND GEOGRAPHIC INFORMATION
 Fluid Management
 49




---



##### Table of Contents



Process Solutions
 Romaco
  50




---



##### Table of Contents



2008
    
    
    2007
    
    
    2006(In thousands)Unaffiliated Customer Sales:Fluid Management
    
    $
    322,868
    
    
    $
    292,283
    
    
    $
    245,180Process Solutions
    
    
    313,604
    
    
    
    273,890
    
    
    
    231,009Romaco
    
    
    150,696
    
    
    
    129,220
    
    
    
    149,200Total
    
    $
    787,168
    
    
    $
    695,393
    
    
    $
    625,389Intersegment Sales:Fluid Management
    
    $
    0
    
    
    $
    0
    
    
    $
    0Process Solutions
    
    
    0
    
    
    
    0
    
    
    
    441Romaco
    
    
    0
    
    
    
    0
    
    
    
    0Corporate and Eliminations
    
    
    0
    
    
    
    0
    
    
    
    (441
    )Total
    
    $
    0
    
    
    $
    0
    
    
    $
    0Depreciation and Amortization:Fluid Management
    
    $
    6,993
    
    
    $
    7,376
    
    
    $
    7,491Process Solutions
    
    
    6,753
    
    
    
    6,224
    
    
    
    6,496Romaco
    
    
    1,869
    
    
    
    2,090
    
    
    
    2,991Corporate and Eliminations
    
    
    634
    
    
    
    934
    
    
    
    1,600Total
    
    $
    16,249
    
    
    $
    16,624
    
    
    $
    18,578EBIT:Fluid Management
    
    $
    91,319
    
    
    $
    76,973
    
    
    $
    56,522Process Solutions
    
    
    37,570
    (1)
    
    
    31,941
    (1)
    
    
    8,867
    (1)Romaco
    
    
    20,603
    (2)
    
    
    2,612
    (2)
    
    
    (38,189
    )(2)Corporate and Eliminations
    
    
    (18,828
    )
    
    
    (17,244
    )
    
    
    (19,692
    )Total
    
    $
    130,664
    
    
    $
    94,282
    
    
    $
    7,508Identifiable Assets:Fluid Management
    
    $
    270,331
    
    
    $
    252,980
    
    
    $
    234,579Process Solutions
    
    
    373,545
    
    
    
    359,453
    
    
    
    328,495Romaco
    
    
    111,610
    
    
    
    101,777
    
    
    
    110,566Corporate and Eliminations
    
    
    109,231
    
    
    
    101,933
    
    
    
    38,407Total
    
    $
    864,717
    
    
    $
    816,143
    
    
    $
    712,047Capital Expenditures:Fluid Management
    
    $
    13,204
    
    
    $
    8,373
    
    
    $
    7,882Process Solutions
    
    
    9,680
    
    
    
    4,209
    
    
    
    2,046Romaco
    
    
    1,505
    
    
    
    960
    
    
    
    3,436Corporate and Eliminations
    
    
    (2,275
    )
    
    
    2,994
    
    
    
    296Total
    
    $
    22,114
    
    
    $
    16,536
    
    
    $
    13,660
 51




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##### Table of Contents



2008
    
    
    2007
    
    
    2006(In thousands)SalesUnited States
    
    $
    304,100
    
    
    $
    280,645
    
    
    $
    253,818Europe
    
    
    215,133
    
    
    
    185,168
    
    
    
    176,695Other North America
    
    
    81,738
    
    
    
    67,165
    
    
    
    71,535Asia
    
    
    111,108
    
    
    
    100,263
    
    
    
    79,481South America
    
    
    36,207
    
    
    
    40,541
    
    
    
    33,225Other
    
    
    38,882
    
    
    
    21,611
    
    
    
    10,635$
    787,168
    
    
    $
    695,393
    
    
    $
    625,389Tangible AssetsUnited States
    
    $
    145,789
    
    
    $
    132,229
    
    
    $
    139,003Europe
    
    
    186,100
    
    
    
    178,789
    
    
    
    169,198Other North America
    
    
    27,915
    
    
    
    32,889
    
    
    
    26,068South America
    
    
    21,461
    
    
    
    17,949
    
    
    
    15,880Asia and Australia
    
    
    75,907
    
    
    
    61,818
    
    
    
    49,186Corporate
    
    
    121,786
    
    
    
    114,047
    
    
    
    38,878$
    578,958
    
    
    $
    537,721
    
    
    $
    438,213
 
 (1)
    
    Includes cost of $2,541,000 in fiscal 2006, related to the restructuring of our Process
Solutions segment. Fiscal 2008 includes gain of $835,000 related to the disposition of
facilities, fiscal 2007 includes a gain of $5,036,000, and fiscal 2006 includes losses of
$189,000 related to the disposition of facilities and product lines.(2)
    
    Includes costs of $1,818,000, and $4,755,000 in fiscal years 2007 and 2006, respectively,
related to the restructuring of our Romaco segment. Fiscal years 2008 and 2007 include a gain
of $6,796,000 and $243,000 respectively, on product line and facility dispositions, and fiscal
2006 includes a gain of $8,144,000 on the disposition of product lines. Fiscal 2006 also
includes a $39,174,000 goodwill impairment charge. 
 52




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NOTE 13  QUARTERLY DATA (UNAUDITED)
  2008 Quarters1st
    
    2nd
    
    3rd
    
    4th
    
    Total(In thousands, except per share data)Sales
    
    $
    173,536
    
    
    $
    184,932
    
    
    $
    200,946
    
    
    $
    227,754
    
    
    $
    787,168Gross profit
    
    
    62,862
    
    
    
    66,235
    
    
    
    76,824
    
    
    
    84,341
    
    
    
    290,262EBIT
    
    
    23,221
    
    
    
    26,221
    
    
    
    40,160
    
    
    
    41,062
    
    
    
    130,664Income before
income taxes and
minority interest
    
    
    22,494
    
    
    
    25,442
    
    
    
    39,903
    
    
    
    40,794
    
    
    
    128,633Net income
    
    
    13,938
    
    
    
    16,337
    
    
    
    26,495
    
    
    
    30,632
    
    
    
    87,402Net income per share:Basic
    
    $
    0.41
    
    
    $
    0.47
    
    
    $
    0.77
    
    
    $
    0.88
    
    
    $
    2.53Diluted
    
    
    0.40
    
    
    
    0.47
    
    
    
    0.76
    
    
    
    0.88
    
    
    
    2.52Weighted average common shares:Basic
    
    
    34,370
    
    
    
    34,488
    
    
    
    34,548
    
    
    
    34,685
    
    
    
    34,524Diluted
    
    
    34,642
    
    
    
    34,620
    
    
    
    34,650
    
    
    
    34,836
    
    
    
    34,718
 2007 Quarters1st
    
    2nd
    
    3rd
    
    4th
    
    Total(In thousands, except per share data)Sales
    
    $
    154,433
    
    
    $
    162,498
    
    
    $
    171,428
    
    
    $
    207,034
    
    
    $
    695,393Gross profit
    
    
    53,863
    
    
    
    54,849
    
    
    
    61,415
    
    
    
    72,214
    
    
    
    242,341EBIT
    
    
    19,163
    
    
    
    15,794
    
    
    
    23,000
    
    
    
    36,325
    
    
    
    94,282Income before
income taxes and
minority interest
    
    
    17,623
    
    
    
    14,449
    
    
    
    21,535
    
    
    
    35,432
    
    
    
    89,039Net income
    
    
    10,613
    
    
    
    7,932
    
    
    
    13,248
    
    
    
    18,912
    
    
    
    50,705Net income per share:Basic
    
    $
    0.32
    
    
    $
    0.23
    
    
    $
    0.39
    
    
    $
    0.55
    
    
    $
    1.49Diluted
    
    
    0.31
    
    
    
    0.23
    
    
    
    0.39
    
    
    
    0.55
    
    
    
    1.48Weighted average common shares:Basic
    
    
    33,704
    
    
    
    34,116
    
    
    
    34,170
    
    
    
    34,242
    
    
    
    34,050Diluted
    
    
    34,062
    
    
    
    34,332
    
    
    
    34,410
    
    
    
    34,384
    
    
    
    34,212
  53




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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.
  54




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##### Table of Contents



Changes in Internal Control over Financial Reporting
  
 ITEM 9B. OTHER INFORMATION
  55




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##### Table of Contents



PART III
 
 ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE
 Information Concerning Directors and Executive Officers
  Code of Ethics
 www.robn.com
 Audit Committee Financial Expert
  
 ITEM 11 EXECUTIVE COMPENSATION
  56




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##### Table of Contents



ITEM 12.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
  (c)Number ofCommon Shares(b)
    
    
    Remaining(a)
    
    
    Weighted-
    
    
    Available forNumber of Common
    
    
    Average
    
    
    Future IssuanceShares to
    
    
    Exercise Price
    
    
    Under Equitybe issued Upon
    
    
    of
    
    
    CompensationExercise of
    
    
    Outstanding
    
    
    Plans (excludingOutstanding
    
    
    Options,
    
    
    securitiesOptions,
    
    
    Warrants, and
    
    
    reflected inPlan Category
    
    Warrants, and Rights
    
    
    Rights
    
    
    column (a))Equity compensation plans
approved by
shareholders(1,2)
    
    
    461,424
    
    
    $
    16.52
    
    
    
    1,740,362Equity compensation plans
not approved by shareholders
    
    
    0
    
    
    
    0
    
    
    
    0Total
    
    
    461,424
    
    
    $
    16.52
    
    
    
    1,740,362
 
 (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.(2)
    
    All shares listed in Column (c) are available for future awards under
our 2004 Stock Incentive Plan. Awards may be comprised of options,
restricted shares, performance shares, share awards or share unit
awards upon such terms as the Compensation Committee of the Board
determines at the time of grant that are consistent with the express
terms of the plan.  
 ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  57




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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, 2008 and 2007.Consolidated Statement of Operations 
Years ended August 31, 2008, 2007 and 2006.Consolidated Shareholders
Equity Statement  Years ended August 31, 2008, 2007 and 2006.Consolidated Cash Flow Statement 
Years ended August 31, 2008, 2007 and 2006.Notes to Consolidated Financial Statements.(a) (2)
    
    FINANCIAL STATEMENT SCHEDULESchedule II       -       Valuation and Qualifying Accounts
  (a) (3)
    
    EXHIBITS. See INDEX to EXHIBITS.
 58




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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
    
    October 28, 2008/s/ Christopher M. Hix

Christopher M. Hix
    
    Vice President and Chief
Financial Officer

(Principal Financial Officer)
    
    October 28, 2008/s/ Kevin J. Brown

Kevin J. Brown
    
    Corporate Controller
(Principal Accounting Officer)
    
    October 28, 2008*Thomas P. Loftis
    
    Chairman Of Board
    
    October 28, 2008*Daniel W. Duval
    
    Director
    
    October 28, 2008*David T. Gibbons
    
    Director
    
    October 28, 2008*Stephen F. Kirk
    
    Director
    
    October 28, 2008*Andrew G. Lampereur
    
    Director
    
    October 28, 2008*Dale L. Medford
    
    Director
    
    October 28, 2008
 
 *
    
    The undersigned, by signing his name hereto, executes this Report on Form 10-K for the year ended
August 31, 2008 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 59




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##### Table of Contents



AdditionsBalance at
    
    
    Charged toBeginning of
    
    
    Costs and
    
    
    Other -
    
    
    Deductions-
    
    
    Balance atDescription
    
    Period
    
    
    Expenses
    
    
    Describe (8)
    
    
    Describe
    
    
    End of Period(in thousands)Year 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
    
    
    
    0
    
    
    
    1,153
    (6)
    
    
    1,311Restructuring reserves
    
    
    258
    
    
    
    0
    
    
    
    0
    
    
    
    258
    (7)
    
    
    0Year Ended August 31, 2007Allowances and reserves deducted from assets:Uncollectible and reserves deducted from assets
    
    $
    6,860
    
    
    $
    2,455
    
    
    $
    279
    
    
    $
    3,405
    (2)
    
    $
    6,189Inventory obsolescence
    
    
    17,583
    
    
    
    2,156
    
    
    
    566
    
    
    
    6,168
    (3)
    
    
    14,137Deferred tax asset valuation allowance
    
    
    23,151
    
    
    
    1,421
    
    
    
    1,238
    
    
    
    6,670
    (4)
    
    
    19,140Other reserves:Warranty claims
    
    
    7,605
    
    
    
    2,188
    
    
    
    128
    
    
    
    1,999
    (5)
    
    
    7,922Current & L-T insurance reserves
    
    
    1,741
    
    
    
    871
    
    
    
    0
    
    
    
    949
    (6)
    
    
    1,663Restructuring reserves
    
    
    1,755
    
    
    
    0
    
    
    
    94
    
    
    
    1,591
    (7)
    
    
    258Year Ended August 31, 2006Allowances and reserves deducted from assets:Uncollectible and reserves deducted from assets
    
    $
    4,632
    
    
    $
    2,828
    
    
    $
    143
    
    
    $
    743
    (2)
    
    $
    6,860Inventory obsolescence
    
    
    21,351
    
    
    
    2,347
    
    
    
    657
    
    
    
    6,772
    (3)
    
    
    17,583Deferred tax asset valuation allowance
    
    
    23,296
    
    
    
    1,201
    
    
    
    950
    
    
    
    2,296
    (4)
    
    
    23,151Other reserves:Warranty claims
    
    
    9,176
    
    
    
    3,134
    
    
    
    71
    
    
    
    4,776
    (5)
    
    
    7,605Current & L-T insurance reserves
    
    
    2,098
    
    
    
    1,294
    
    
    
    0
    
    
    
    1,651
    (6)
    
    
    1,741Restructuring reserves
    
    
    1,074
    
    
    
    5,738
    
    
    
    38
    
    
    
    5,095
    (7)
    
    
    1,755
 
 
 
 
      60




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##### Table of Contents



(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 3.2
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
    
    
    Form of $100 million
senior note agreement
dated May 1, 1998 was
filed as Exhibit 4.1 to
our Report on Form 10-Q
for the quarter ended
May 31, 1998
    
    *4.4
    
    
    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)
    
    *
 (10)
    
    MATERIAL CONTRACTS:10.1
    
    
    Robbins & Myers, Inc. Cash Balance
Pension Plan (As Amended and
Restated Effective as of October
1, 1999) was filed as Exhibit 10.1
to our Annual Report on Form 10-K
for the year ended August 31, 2001
    
    */M10.2
    
    
    Third Amendment to the Robbins &
Myers, Inc. Cash Balance Pension
Plan, dated October 31, 2005 was
filed as an Exhibit to our Current
Report on Form 8-K filed on
November 4, 2005
    
    */M10.3
    
    
    Robbins & Myers, Inc. Employee
Savings Plan as amended through
August 31, 2000 was filed as
Exhibit 10.4 to our Annual Report
on Form 10-K for the year ended
August 31, 2000
    
    */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
    
    */M
 61




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##### Table of Contents



10.6
    
    
    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
    
    */M
 10.7
    
    
    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
    
    */M10.8
    
    
    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 4.1
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)
    
    */M10.12
    
    
    Robbins & Myers, Inc. 2004 Stock
Incentive
Plan as amended
through October 4, 2007 was filed
as Exhibit 10.12 to our
Annual Report on Form 10-K for the
year ended August 31,
2007
    
    */M
 10.13
    
    
    Letter Agreement between Robbins & Myers, Inc. and
Christopher M. Hix, dated July 17, 2006 was filed as an
Exhibit to our Current Report on Form 8-K filed on July
17, 2006
    
    */M10.14
    
    
    Employment Agreement between Robbins & Myers, Inc. and
Peter C. Wallace as amended through October 9, 2008
    
    F/M10.15
    
    
    Form of Executive Officer Change of Control Agreement as
amended through October 5, 2007 entered into with each of
Gary S. Brewer, 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
    
    
    Form of Option Award Agreement under Robbins & Myers, Inc.
2004 Stock Incentive Plan approved by the Compensation
Committee of Board of Directors of Robbins & Myers, Inc.
on October 5, 2007 was filed as Exhibit 10.18 to our
Annual Report on Form 10-K for the year ended August 31,
2007
    
    */M10.19
    
    
    Form of Award Agreement for Restricted Share Award under
Robbins & Myers, Inc. 2004 Stock Incentive Plan approved
by the Compensation Committee of Board of Directors of
Robbins & Myers, Inc. on October 5, 2007 was filed as
Exhibit 10.19 to our Annual Report on Form 10-K for the
year ended August 31, 2007
    
    */M
 62




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##### Table of Contents



10.20
    
    
    Form of Award Agreement for Performance Share Award under
Robbins & Myers, Inc. 2004 Stock Incentive Plan approved
by the Compensation Committee of Board of Directors of
Robbins & Myers, Inc. on October 5, 2007 was filed as
Exhibit 10.20 to our Annual Report on Form 10-K for the
year ended August 31, 2007
    
    */M
 63




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##### Table of Contents



(14)
    
    CODE OF CONDUCT14.1
    
    
    Robbins & Myers, Inc. Code of Business Conduct was filed
as Exhibit 14.1 to our Report on Form 10-K for the year
ended August 31, 2006
    
    *(21)
    
    SUBSIDIARIES OF THE REGISTRANT21.1
    
    
    Subsidiaries of Robbins & Myers, Inc.
    
    F(23)
    
    CONSENTS OF EXPERTS AND COUNSEL23.1
    
    
    Consent of Ernst & Young LLP
    
    F(24)
    
    POWER OF ATTORNEY24.1
    
    
    Powers of Attorney of any person who signed this Report
on Form 10-K on behalf of another pursuant to a Power of
attorney
    
    F(31)
    
    RULE 13A14(A) CERTIFICATIONS31.1
    
    
    Rule 13a-14(a) CEO Certification
    
    F31.2
    
    
    Rule 13a-14(a) CFO Certification
    
    F(32)
    
    SECTION 1350 CERTIFICATIONS32.1
    
    
    Section 1350 CEO Certification
    
    F32.2
    
    
    Section 1350 CFO Certification
    
    F
 
 F
    
    Indicates Exhibit is being filed with this Report."*
    
    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.R
    
    Instrument with respect to indebtedness that does not
exceed 10% of the Companys total assets which is not
being filed, but will be furnished to the Commission upon
its request.M
    
    Indicates management contract or compensatory arrangement.
 64