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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, 2009
 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 number)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
  Yes o No þ
 o þ
 þ o
 o o
 þ
 12b-2
 Large Accelerated Filer o
    
    Accelerated Filer þ
    
    Non-accelerated Filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
 Aggregate market value of Common Shares, without par
value, held by non-affiliates of the Company at February 28, 2009
(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 27, 2009
    
    $
    425,426,314Number of Common Shares, without par value, outstanding
at September 30, 2009
    
    
    32,841,669
 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-10.12EX-10.14EX-10.20EX-10.21EX-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 Business 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 62% of our sales are to customers outside the United States, and we are subject to
economic and political risks associated with international operations and changes in U.S. tax laws.
  4




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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.
   Our results of operations could vary as a result of the methods, estimates and judgments we use in
applying our accounting policies.
  5




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Any impairment in the value of our intangible assets, including goodwill, would negatively affect
our operating results and total capitalization.
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
  Square FootageSales/
    
    
    (in thousands)Manufacturing
    
    
    Service
    
    
    Owned
    
    
    LeasedFunction and size by segment:Fluid Management
    
    
    11
    
    
    
    15
    
    
    
    848
    
    
    
    116Process Solutions
    
    
    14
    
    
    
    
    
    
    
    2,096
    
    
    
    179Romaco
    
    
    5
    
    
    
    1
    
    
    
    221
    
    
    
    80North America
    
    
    South America
    
    
    Europe
    
    
    Asia/AustraliaGeographical locations by segment:Fluid Management
    
    
    20
    
    
    
    3
    
    
    
    1
    
    
    
    2Process Solutions
    
    
    5
    
    
    
    1
    
    
    
    5
    
    
    
    3Romaco
    
    
    1
    
    
    
    
    
    
    
    5
    
    
    
    
 
 ITEM 3. LEGAL PROCEEDINGS
  6




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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  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 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
    
    
    
    0.0400Fiscal 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
    
    
    
    0.0375
 
 *
    
    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, 2009, we had 348 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 fiscal 2009 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,
2009 is as follows: 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, 2009
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    992,463July 1-31, 2009
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    992,463August 1-31, 2009
    
    
    22,702
    
    
    $
    23.22
    
    
    
    0
    
    
    
    992,463Total
    
    
    22,702
    
    
    
    
    
    
    
    0
 
 (1)
    
    During the fourth quarter of 2009, the Company purchased 22,702 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 8




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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. 
 ITEM 6. SELECTED FINANCIAL DATA
 Selected Financial Data (1)
  2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Operating ResultsOrders
    
    $
    554,349
    
    
    $
    812,998
    
    
    $
    719,848
    
    
    $
    688,822
    
    
    $
    607,210Ending backlog
    
    
    134,977
    
    
    
    237,980
    
    
    
    193,821
    
    
    
    174,447
    
    
    
    116,491Sales
    
    
    640,358
    
    
    
    787,168
    
    
    
    695,393
    
    
    
    625,389
    
    
    
    604,773EBIT (2,3)
    
    
    74,368
    
    
    
    130,664
    
    
    
    94,282
    
    
    
    7,508
    
    
    
    21,451Net income (loss) (2,3)
    
    
    55,364
    
    
    
    87,402
    
    
    
    50,705
    
    
    
    (19,587
    )
    
    
    (262
    )Net income (loss) per share, diluted (2,3)
    
    $
    1.66
    
    
    $
    2.52
    
    
    $
    1.48
    
    
    $
    (0.66
    )
    
    $
    (0.01
    )Financial ConditionTotal assets
    
    $
    796,854
    
    
    $
    864,717
    
    
    $
    816,143
    
    
    $
    712,047
    
    
    $
    740,193Total cash
    
    
    108,169
    
    
    
    123,405
    
    
    
    116,110
    
    
    
    48,365
    
    
    
    23,043Total debt
    
    
    30,459
    
    
    
    33,627
    
    
    
    103,075
    
    
    
    105,531
    
    
    
    175,408Shareholders equity
    
    
    468,951
    
    
    
    500,017
    
    
    
    412,518
    
    
    
    339,422
    
    
    
    301,646Total capitalization
    
    $
    499,410
    
    
    $
    533,644
    
    
    $
    515,593
    
    
    $
    444,953
    
    
    $
    477,054Other DataCash flow from operating activities (2)
    
    $
    51,860
    
    
    $
    89,560
    
    
    $
    65,113
    
    
    $
    40,581
    
    
    $
    26,340Capital expenditures, net
    
    
    17,694
    
    
    
    22,114
    
    
    
    16,536
    
    
    
    13,660
    
    
    
    20,263Amortization
    
    
    1,107
    
    
    
    1,279
    
    
    
    1,631
    
    
    
    2,343
    
    
    
    2,519Depreciation
    
    
    15,119
    
    
    
    14,970
    
    
    
    14,993
    
    
    
    16,235
    
    
    
    17,874Dividends declared per share
    
    $
    0.1575
    
    
    $
    0.1450
    
    
    $
    0.1250
    
    
    $
    0.1100
    
    
    $
    0.1100Number of employees
    
    
    3,027
    
    
    
    3,357
    
    
    
    3,233
    
    
    
    3,271
    
    
    
    3,585
 9




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2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005(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
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    1,127
    
    
    $
    1,130Other restructuring costs including severance
    
    
    0
    
    
    
    0
    
    
    
    1,818
    
    
    
    8,472
    
    
    
    6,833Net product line/facility sale (gains) losses
    
    
    0
    
    
    
    (7,631
    )
    
    
    (5,279
    )
    
    
    (10,258
    )
    
    
    2,053Goodwill impairment-Romaco segment
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    39,174
    
    
    
    0Total Special items
    
    $
    0
    
    
    $
    (7,631
    )
    
    $
    (3,461
    )
    
    $
    38,515
    
    
    $
    10,016Increase (decrease) on net income due to special items
    
    $
    0
    
    
    $
    6,265
    
    
    $
    3,461
    
    
    $
    (36,941
    )
    
    $
    (6,310
    )Increase (decrease) on diluted earnings per share
due to special items
    
    $
    0.00
    
    
    $
    0.18
    
    
    $
    0.06
    
    
    $
    (1.29
    )
    
    $
    (0.26
    )
  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
  2009
    
    
    2008
    
    
    2007ConsolidatedSales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    64.9
    
    
    
    63.1
    
    
    
    65.2Gross profit
    
    
    35.1
    
    
    
    36.9
    
    
    
    34.8SG&A expenses
    
    
    23.5
    
    
    
    21.2
    
    
    
    21.7Other income
    
    
    0.0
    
    
    
    (0.9
    )
    
    
    (0.5
    )EBIT
    
    
    11.6
    %
    
    
    16.6
    %
    
    
    13.6
    %
 2009
    
    
    2008
    
    
    2007(In millions, except percents)By SegmentFluid Management:Sales
    
    $
    268.8
    
    
    $
    322.9
    
    
    $
    292.3EBIT
    
    
    69.1
    
    
    
    91.3
    
    
    
    77.0EBIT %
    
    
    25.7
    %
    
    
    28.3
    %
    
    
    26.3
    %Process Solutions:Sales
    
    $
    258.6
    
    
    $
    313.6
    
    
    $
    273.9EBIT
    
    
    19.4
    
    
    
    37.6
    
    
    
    31.9EBIT %
    
    
    7.5
    %
    
    
    12.0
    %
    
    
    11.7
    %Romaco:Sales
    
    $
    113.0
    
    
    $
    150.7
    
    
    $
    129.2EBIT
    
    
    2.3
    
    
    
    20.6
    
    
    
    2.6EBIT %
    
    
    2.0
    %
    
    
    13.7
    %
    
    
    2.0
    %Consolidated:Sales
    
    $
    640.4
    
    
    $
    787.2
    
    
    $
    695.4EBIT
    
    
    74.4
    
    
    
    130.7
    
    
    
    94.3EBIT %
    
    
    11.6
    %
    
    
    16.6
    %
    
    
    13.6
    %
   Fiscal Year Ended August 31, 2009 Compared with Fiscal Year Ended August 31, 2008
 Net Sales
   12




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Earnings Before Interest, Income Taxes and Minority
Interest (EBIT)
     Interest Expense
  Income Taxes
   13




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Net Income
  Fiscal Year Ended August 31, 2008 Compared with Fiscal Year
Ended August 31, 2007
 Net Sales
     Earnings Before Interest, Income Taxes and Minority Interest (EBIT)
     14




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Interest Expense
  Income Taxes
  Net Income
  15




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Liquidity and Capital Resources
 Operating Activities
   Investing Activities
   Financing Activities
   Credit Agreement
    16




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Critical Accounting Policies and Estimates
  Revenue Recognition
  Use of Estimates
       Goodwill and Other Intangible Assets
  17




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Foreign Currency Accounting
   Pensions
     18




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New Accounting Pronouncements
        19




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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
    
    $
    30,459
    
    
    $
    30,194
    
    
    $
    265
    
    
    $
    0
    
    
    $
    0Operating leases (1)
    
    
    14,210
    
    
    
    5,369
    
    
    
    6,197
    
    
    
    1,830
    
    
    
    814Total contractual cash
obligations
    
    $
    44,669
    
    
    $
    35,563
    
    
    $
    6,462
    
    
    $
    1,830
    
    
    $
    814
 
 (1)
    
    Operating leases consist primarily of building and equipment leases.  21




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##### Table of Contents



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)2010
    
    $
    30,000
    
    
    
    6.84
    %
    
    $
    33
    
    
    
    4.63
    %
    
    $
    161
    
    
    
    10.00
    %2011
    
    
    0
    
    
    
    0.00
    
    
    
    0
    
    
    
    0.00
    
    
    
    265
    
    
    
    2.002012
    
    
    0
    
    
    
    0.00
    
    
    
    0
    
    
    
    0.00
    
    
    
    0
    
    
    
    0.002013
    
    
    0
    
    
    
    0.00
    
    
    
    0
    
    
    
    0.00
    
    
    
    0
    
    
    
    0.002014
    
    
    0
    
    
    
    0.00
    
    
    
    0
    
    
    
    0.00
    
    
    
    0
    
    
    
    0.00Thereafter
    
    
    0
    
    
    
    0.00
    
    
    
    0
    
    
    
    0.00
    
    
    
    0
    
    
    
    0.00Total
    
    $
    30,000
    
    
    
    6.84
    %
    
    $
    33
    
    
    
    4.63
    %
    
    $
    426
    
    
    
    5.02
    %Fair value
    
    $
    30,380
    
    
    
    
    
    
    $
    33
    
    
    
    
    
    
    $
    426
 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 31,2009
    
    
    2008ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    108,169
    
    
    $
    123,405Accounts receivable
    
    
    114,191
    
    
    
    153,648Inventories
    
    
    105,772
    
    
    
    109,797Other current assets
    
    
    11,573
    
    
    
    8,017Deferred taxes
    
    
    12,519
    
    
    
    13,476Total Current Assets
    
    
    352,224
    
    
    
    408,343Goodwill
    
    
    267,687
    
    
    
    278,906Other Intangible Assets
    
    
    5,789
    
    
    
    6,853Deferred Taxes
    
    
    26,477
    
    
    
    21,969Other Assets
    
    
    9,490
    
    
    
    10,931Property, Plant and Equipment
    
    
    135,187
    
    
    
    137,715$
    796,854
    
    
    $
    864,717LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Accounts payable
    
    $
    55,918
    
    
    $
    86,012Accrued expenses
    
    
    66,141
    
    
    
    100,407Deferred taxes
    
    
    1,918
    
    
    
    2,469Current portion of long-term debt
    
    
    30,194
    
    
    
    3,192Total Current Liabilities
    
    
    154,171
    
    
    
    192,080Long-Term Debt, Less Current Portion
    
    
    265
    
    
    
    30,435Deferred Taxes
    
    
    44,194
    
    
    
    44,628Other Long-Term Liabilities
    
    
    115,113
    
    
    
    82,118Minority Interest
    
    
    14,160
    
    
    
    15,439Shareholders Equity:Common stock-without par value:Authorized shares-80,000,000Issued shares-34,884,158 in 2009 (34,762,954 in 2008)
    
    
    190,097
    
    
    
    185,552Treasury shares-2,046,039 in 2009 (58,848 in 2008)
    
    
    (39,753
    )
    
    
    (1,947
    )Retained earnings
    
    
    344,530
    
    
    
    294,409Accumulated other comprehensive (loss) income:Foreign currency translation
    
    
    10,138
    
    
    
    36,945Pension liability
    
    
    (36,061
    )
    
    
    (14,942
    )Total
    
    
    (25,923
    )
    
    
    22,003468,951
    
    
    
    500,017$
    796,854
    
    
    $
    864,717
  25




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CONSOLIDATED SHAREHOLDERS EQUITY STATEMENT
 AccumulatedOtherComprehensiveCommon
    
    
    Treasury
    
    
    Retained
    
    
    IncomeShares
    
    
    Shares
    
    
    Earnings
    
    
    (Loss)
    
    
    TotalBalance at September 1, 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 (0 from treasury)Restricted stock expense
    
    
    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 vested restricted stock and 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 (0 from treasury)Restricted stock expense
    
    
    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 vested restricted stock and stock options exercised
    
    
    4,316
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,316Balance at August 31, 2008
    
    
    185,552
    
    
    
    (1,947
    )
    
    
    294,409
    
    
    
    22,003
    
    
    
    500,017Net income
    
    
    
    
    
    
    
    
    
    
    55,364
    
    
    
    
    
    
    
    55,364Change in foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (26,807
    )
    
    
    (26,807
    )Change in minimum pension liability, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21,119
    )
    
    
    (21,119
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,438Restricted 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
    
    
    
    
    
    
    
    
    
    
    
    0Stock 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 benefit of vested restricted stock and stock options exercised
    
    
    1,331
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,331Balance at August 31, 2009
    
    $
    190,097
    
    
    $
    (39,753
    )
    
    $
    344,530
    
    
    $
    (25,923
    )
    
    $
    468,951
  26




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##### Table of Contents



CONSOLIDATED STATEMENT OF INCOME
 Years ended August 31,2009
    
    
    2008
    
    
    2007Sales
    
    $
    640,358
    
    
    $
    787,168
    
    
    $
    695,393Cost of sales
    
    
    415,861
    
    
    
    496,906
    
    
    
    453,052Gross profit
    
    
    224,497
    
    
    
    290,262
    
    
    
    242,341Selling, general and administrative expenses
    
    
    150,129
    
    
    
    167,229
    
    
    
    151,520Other income
    
    
    0
    
    
    
    (7,631
    )
    
    
    (3,461
    )Income before interest, income taxes and minority interest
    
    
    74,368
    
    
    
    130,664
    
    
    
    94,282Interest expense, net
    
    
    382
    
    
    
    2,031
    
    
    
    5,243Income before income taxes and minority interest
    
    
    73,986
    
    
    
    128,633
    
    
    
    89,039Income tax expense
    
    
    17,412
    
    
    
    39,099
    
    
    
    36,866Minority interest
    
    
    1,210
    
    
    
    2,132
    
    
    
    1,468Net income
    
    $
    55,364
    
    
    $
    87,402
    
    
    $
    50,705Net income per shareBasic
    
    $
    1.67
    
    
    $
    2.53
    
    
    $
    1.49Diluted
    
    $
    1.66
    
    
    $
    2.52
    
    
    $
    1.48Weighted average common shares outstanding:Basic
    
    
    33,227
    
    
    
    34,524
    
    
    
    34,050Diluted
    
    
    33,261
    
    
    
    34,718
    
    
    
    34,212
  27




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##### Table of Contents



CONSOLIDATED CASH FLOW STATEMENT
 Years Ended August 31,2009
    
    
    2008
    
    
    2007OPERATING ACTIVITIESNet income
    
    $
    55,364
    
    
    $
    87,402
    
    
    $
    50,705Adjustments to reconcile net income to net cash
and cash equivalents provided by operating activities:Depreciation
    
    
    15,119
    
    
    
    14,970
    
    
    
    14,993Amortization
    
    
    1,107
    
    
    
    1,279
    
    
    
    1,631Deferred taxes
    
    
    4,417
    
    
    
    6,201
    
    
    
    18,997Stock compensation
    
    
    3,461
    
    
    
    3,390
    
    
    
    2,769Net gain on sale of business/facilities
    
    
    0
    
    
    
    (7,631
    )
    
    
    (5,279
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    34,457
    
    
    
    (1,067
    )
    
    
    (28,315
    )Inventories
    
    
    (3,651
    )
    
    
    (7,261
    )
    
    
    (2,796
    )Other assets
    
    
    (4,056
    )
    
    
    (560
    )
    
    
    1,059Accounts payable
    
    
    (28,394
    )
    
    
    3,682
    
    
    
    16,500Accrued expenses and other liabilities
    
    
    (25,964
    )
    
    
    (10,845
    )
    
    
    (5,151
    )Net cash and cash equivalents provided by operating activities
    
    
    51,860
    
    
    
    89,560
    
    
    
    65,113INVESTING ACTIVITIESCapital expenditures, net of nominal disposals
    
    
    (17,694
    )
    
    
    (22,114
    )
    
    
    (16,536
    )Proceeds from sale of business/facilities
    
    
    0
    
    
    
    8,484
    
    
    
    13,712Acquisitions
    
    
    (2,325
    )
    
    
    (5,061
    )
    
    
    0Net cash and cash equivalents used by investing activities
    
    
    (20,019
    )
    
    
    (18,691
    )
    
    
    (2,824
    )FINANCING ACTIVITIESProceeds from debt borrowings
    
    
    6,653
    
    
    
    12,003
    
    
    
    30,904Payments of long-term debt
    
    
    (9,821
    )
    
    
    (81,451
    )
    
    
    (33,360
    )Share buyback program
    
    
    (39,114
    )
    
    
    0
    
    
    
    0Net proceeds from issuance of common stock,
including stock option tax benefits
    
    
    2,392
    
    
    
    8,579
    
    
    
    10,916Dividend paid
    
    
    (5,243
    )
    
    
    (5,003
    )
    
    
    (4,253
    )Net cash and cash equivalents (used) provided by financing activities
    
    
    (45,133
    )
    
    
    (65,872
    )
    
    
    4,207Effect of exchange rate changes on cash
    
    
    (1,944
    )
    
    
    2,298
    
    
    
    1,249(Decrease) Increase in cash and cash equivalents
    
    
    (15,236
    )
    
    
    7,295
    
    
    
    67,745Cash and cash equivalents at beginning of year
    
    
    123,405
    
    
    
    116,110
    
    
    
    48,365Cash and cash equivalents at end of year
    
    $
    108,169
    
    
    $
    123,405
    
    
    $
    116,110
  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
   2009
    
    
    2008(In thousands)Balance at beginning of the fiscal year
    
    $
    7,853
    
    
    $
    7,922Warranty expense
    
    
    2,750
    
    
    
    1,851Deductions
    
    
    (3,287
    )
    
    
    (1,973
    )Impact of exchange rates
    
    
    (95
    )
    
    
    53Balance at end of the fiscal year
    
    $
    7,221
    
    
    $
    7,853
 Consolidated Statement of Income
  Revenue Recognition
  Income Taxes
  "
 30




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##### Table of Contents



, ,
  Consolidated Cash Flow Statement
  Fair Value of Financial Instruments
     Common Stock Plans
   2009
    
    2008
    
    2007Expected volatility of common stock
    
    
    38.90
    %
    
    
    35.86
    %
    
    
    25.40
    %Risk free interest rate
    
    
    2.00
    
    
    
    4.00
    
    
    
    4.80Dividend yield
    
    
    0.90
    
    
    
    0.50
    
    
    
    0.70Expected life of option
    
    7.0
    Yrs.
    
    7.0
    Yrs.
    
    7.0
    Yrs.Fair value at grant date
    
    $
    8.43
    
    
    $
    12.70
    
    
    $
    5.80
  31




---



##### Table of Contents



Subsequent Events
  New Accounting Pronouncements
 Fair
Value Measurements
       32




---



##### Table of Contents



Reclassifications
  33




---



##### Table of Contents



NOTE 2  BALANCE SHEET INFORMATION
 2009
    
    
    2008(In thousands)Accounts receivableAllowances for doubtful accounts
    
    $
    7,470
    
    
    $
    7,695InventoriesFIFO:Finished products
    
    $
    36,644
    
    
    $
    36,183Work in process
    
    
    42,134
    
    
    
    43,988Raw materials
    
    
    38,551
    
    
    
    41,696117,329
    
    
    
    121,867LIFO reserve, U.S. inventories
    
    
    (11,557
    )
    
    
    (12,070
    )$
    105,772
    
    
    $
    109,797Non-U.S. inventories at FIFO
    
    $
    78,403
    
    
    $
    81,214Property, plant and equipmentLand
    
    $
    16,916
    
    
    $
    17,783Buildings
    
    
    103,728
    
    
    
    102,809Machinery and equipment
    
    
    182,804
    
    
    
    177,285303,448
    
    
    
    297,877Less accumulated depreciation
    
    
    (168,261
    )
    
    
    (160,162
    )$
    135,187
    
    
    $
    137,715Accrued expensesSalaries, wages and payroll taxes
    
    $
    13,344
    
    
    $
    22,866Customer advances
    
    
    16,825
    
    
    
    28,261Pension benefits
    
    
    3,068
    
    
    
    3,030U.S. other postretirement benefits
    
    
    1,555
    
    
    
    2,014Warranty costs
    
    
    7,221
    
    
    
    7,853Accrued interest
    
    
    817
    
    
    
    821Income taxes
    
    
    3,375
    
    
    
    10,835Commissions
    
    
    3,609
    
    
    
    6,494Other
    
    
    16,327
    
    
    
    18,233$
    66,141
    
    
    $
    100,407Other long-term liabilitiesGerman pension liability
    
    $
    43,755
    
    
    $
    40,458U.S. pension liability
    
    
    31,215
    
    
    
    6,816U.S. other postretirement benefits
    
    
    22,153
    
    
    
    19,766U.K. pension liability
    
    
    3,912
    
    
    
    0Other
    
    
    14,078
    
    
    
    15,078$
    115,113
    
    
    $
    82,118
 34




---



##### Table of Contents



NOTE 3  FAIR VALUE MEASUREMENTS
    Quoted Prices
    
    
    Significantin Active
    
    
    Other
    
    
    SignificantMarkets for
    
    
    Observable
    
    
    UnobservableAugust 31,
    
    
    Identical Assets
    
    
    Inputs
    
    
    Inputs2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Cash and cash equivalents (1)
    
    $
    108,169
    
    
    $
    108,169
    
    
    $
    
    
    
    $
    Total assets at fair value
    
    $
    108,169
    
    
    $
    108,169
    
    
    $
    
    
    
    $
    
 
 (1)
    
    Our cash and cash equivalents primarily consist of cash in banks,
commercial paper and overnight investments in highly rated financial
institutions. NOTE 4  STATEMENT OF INCOME INFORMATION
  2009
    
    
    2008
    
    
    2007(In thousands)Romaco segment restructuring costs
    
    $
    0
    
    
    $
    0
    
    
    $
    1,818Gain on disposition of product lines/facilities
    
    
    0
    
    
    
    (7,631
    )
    
    
    (5,279
    )Other income
    
    $
    0
    
    
    $
    (7,631
    )
    
    $
    (3,461
    )
   35




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##### Table of Contents



Minimum lease payments
  (In thousands)2010
    
    $
    5,3692011
    
    
    3,7212012
    
    
    2,4762013
    
    
    1,0612014
    
    
    769Thereafter
    
    
    814$
    14,210
  36




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##### Table of Contents



NOTE 5  PRODUCT LINE DISPOSITIONS
  NOTE 6  CASH FLOW STATEMENT INFORMATION
     2009
    
    
    2008
    
    
    2007(in thousands)Interest paid
    
    $
    2,133
    
    
    $
    8,141
    
    
    $
    7,952Taxes paid, net of refunds
    
    
    27,082
    
    
    
    30,838
    
    
    
    19,560
 37




---



##### Table of Contents



NOTE 7  GOODWILL AND OTHER INTANGIBLE ASSETS
  Process
    
    
    FluidSolutions
    
    
    Management
    
    
    RomacoSegment
    
    
    Segment
    
    
    Segment
    
    
    Total(In thousands)Balance as of September 1, 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
    
    
    
    278,906Goodwill addition due to business
acquisition
    
    
    333
    
    
    
    0
    
    
    
    0
    
    
    
    333Translation adjustments and other
    
    
    (8,625
    )
    
    
    (2,514
    )
    
    
    (413
    )
    
    
    (11,552
    )Balance as of August 31, 2009
    
    $
    149,578
    
    
    $
    106,189
    
    
    $
    11,920
    
    
    $
    267,687
   2009
    
    
    2008Carrying
    
    
    Accumulated
    
    
    
    
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Net
    
    
    Amount
    
    
    Amortization
    
    
    Net(In thousands)Patents and trademarks
    
    $
    11,661
    
    
    $
    8,138
    
    
    $
    3,523
    
    
    $
    11,899
    
    
    $
    7,480
    
    
    $
    4,419Non-compete agreements
    
    
    8,998
    
    
    
    7,622
    
    
    
    1,376
    
    
    
    9,099
    
    
    
    7,338
    
    
    
    1,761Financing costs
    
    
    9,631
    
    
    
    9,145
    
    
    
    486
    
    
    
    9,679
    
    
    
    9,006
    
    
    
    673Other
    
    
    5,601
    
    
    
    5,197
    
    
    
    404
    
    
    
    5,171
    
    
    
    5,171
    
    
    
    0$
    35,891
    
    
    $
    30,102
    
    
    $
    5,789
    
    
    $
    35,848
    
    
    $
    28,995
    
    
    $
    6,853
  38




---



##### Table of Contents



NOTE 8  LONG-TERM DEBT
 2009
    
    
    2008(in thousands)Senior debt:Revolving credit loan
    
    $
    0
    
    
    $
    0Senior notes
    
    
    30,000
    
    
    
    30,000Other
    
    
    459
    
    
    
    3,627Total debt
    
    
    30,459
    
    
    
    33,627Less current portion
    
    
    (30,194
    )
    
    
    (3,192
    )Long-term debt
    
    $
    265
    
    
    $
    30,435
      (In thousands)2010
    
    $
    30,1942011
    
    
    2652012
    
    
    02013
    
    
    02014
    
    
    02015 and thereafter
    
    
    0Total
    
    $
    30,459
 39




---



##### Table of Contents



NOTE 9  RETIREMENT BENEFITS
     Pension Benefits2009
    
    
    2008
    
    
    2007(In thousands)Service costs
    
    $
    2,251
    
    
    $
    2,082
    
    
    $
    2,805Interest cost
    
    
    10,062
    
    
    
    9,714
    
    
    
    10,061Expected return on plan assets
    
    
    (8,044
    )
    
    
    (8,352
    )
    
    
    (8,342
    )FAS 88 curtailment cost
    
    
    600
    
    
    
    461
    
    
    
    0Amortization of prior service cost
    
    
    754
    
    
    
    759
    
    
    
    695Amortization of transition obligation
    
    
    (31
    )
    
    
    (21
    )
    
    
    (52
    )Recognized net actuarial losses
    
    
    743
    
    
    
    214
    
    
    
    1,578Net periodic benefit cost
    
    $
    6,335
    
    
    $
    4,857
    
    
    $
    6,745Defined contribution cost
    
    $
    3,040
    
    
    $
    3,056
    
    
    $
    2,777
 Other Benefits2009
    
    
    2008
    
    
    2007(In thousands)Service cost
    
    $
    405
    
    
    $
    392
    
    
    $
    324Interest cost
    
    
    1,379
    
    
    
    1,389
    
    
    
    1,346Net amortization
    
    
    501
    
    
    
    716
    
    
    
    765Net periodic benefit cost
    
    $
    2,285
    
    
    $
    2,497
    
    
    $
    2,435
   40




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##### Table of Contents



Pension Benefits
    
    
    Other Benefits2009
    
    
    2008
    
    
    2009
    
    
    2008(In thousands)Change in benefit obligation:Beginning of year
    
    $
    175,720
    
    
    $
    181,867
    
    
    $
    21,780
    
    
    $
    22,479Service cost
    
    
    2,483
    
    
    
    2,502
    
    
    
    405
    
    
    
    392Interest cost
    
    
    10,389
    
    
    
    9,600
    
    
    
    1,379
    
    
    
    1,389Employee contributions
    
    
    776
    
    
    
    433
    
    
    
    0
    
    
    
    0Plan amendments
    
    
    0
    
    
    
    1,376
    
    
    
    0
    
    
    
    0Currency exchange rate impact
    
    
    (4,173
    )
    
    
    2,441
    
    
    
    0
    
    
    
    0Actuarial losses/(gains)
    
    
    14,171
    
    
    
    (10,238
    )
    
    
    2,138
    
    
    
    (673
    )Benefit payments
    
    
    (13,669
    )
    
    
    (12,261
    )
    
    
    (1,994
    )
    
    
    (1,807
    )End of year
    
    $
    185,697
    
    
    $
    175,720
    
    
    $
    23,708
    
    
    $
    21,780Change in plan assets:Beginning of year
    
    $
    125,416
    
    
    $
    131,941
    
    
    $
    0
    
    
    $
    0Currency exchange rate impact
    
    
    (3,059
    )
    
    
    (895
    )
    
    
    0
    
    
    
    0Actual return
    
    
    (9,898
    )
    
    
    (1,499
    )
    
    
    0
    
    
    
    0Company contributions
    
    
    4,181
    
    
    
    7,697
    
    
    
    1,994
    
    
    
    1,807Employee contributions
    
    
    776
    
    
    
    433
    
    
    
    0
    
    
    
    0Benefit payments
    
    
    (13,669
    )
    
    
    (12,261
    )
    
    
    (1,994
    )
    
    
    (1,807
    )End of year
    
    $
    103,747
    
    
    $
    125,416
    
    
    $
    0
    
    
    $
    0Funded status
    
    $
    (81,950
    )
    
    $
    (50,304
    )
    
    $
    (23,708
    )
    
    $
    (21,780
    )Accrued benefit cost
    
    $
    (81,950
    )
    
    $
    (50,304
    )
    
    $
    (23,708
    )
    
    $
    (21,780
    )Recorded as follows:Accrued expenses
    
    $
    (3,068
    )
    
    $
    (3,030
    )
    
    $
    (1,555
    )
    
    $
    (2,014
    )Other long-term liabilities
    
    
    (78,882
    )
    
    
    (47,274
    )
    
    
    (22,153
    )
    
    
    (19,766
    )(81,950
    )
    
    
    (50,304
    )
    
    
    (23,708
    )
    
    
    (21,780
    )Accumulated other comprehensive loss
    
    
    48,416
    
    
    
    17,463
    
    
    
    8,424
    
    
    
    6,785$
    (33,534
    )
    
    $
    (32,841
    )
    
    $
    (15,284
    )
    
    $
    (14,995
    )Deferred taxes on accumulated other comprehensive loss
    
    $
    (17,578
    )
    
    $
    (6,728
    )
    
    $
    (3,201
    )
    
    $
    (2,578
    )Accumulated other comprehensive loss at August 31:Net actuarial losses
    
    $
    45,796
    
    
    $
    14,362
    
    
    $
    7,388
    
    
    $
    5,537Prior service cost
    
    
    2,620
    
    
    
    3,101
    
    
    
    1,036
    
    
    
    1,248Deferred taxes
    
    
    (17,578
    )
    
    
    (6,728
    )
    
    
    (3,201
    )
    
    
    (2,578
    )Net accumulated other comprehensive loss at August 31
    
    $
    30,838
    
    
    $
    10,735
    
    
    $
    5,223
    
    
    $
    4,207
 41




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##### Table of Contents



2009
    
    
    2008(In thousands)Accumulated benefit obligation
    
    $
    182,948
    
    
    $
    173,478Projected benefit obligation
    
    
    185,697
    
    
    
    175,720Plan assets
    
    
    103,747
    
    
    
    125,416
   2009
    
    
    2008Equity securities
    
    
    65
    %
    
    
    64
    %Debt securities
    
    
    34
    
    
    
    33Cash and cash equivalents
    
    
    1
    
    
    
    3100
    %
    
    
    100
    %
    Pension Benefits
    
    Other Benefits(In thousands)2010
    
    $
    13,100
    
    
    $
    1,6002011
    
    
    12,900
    
    
    
    1,7002012
    
    
    12,800
    
    
    
    1,8002013
    
    
    12,900
    
    
    
    1,9002014
    
    
    12,900
    
    
    
    2,0002015-2019
    
    
    62,700
    
    
    
    10,100
  42




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##### Table of Contents



Pension Benefits
    
    
    Other Benefits2009
    
    
    2008
    
    
    2009
    
    
    2008Weighted average assumptions:Discount 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
  Pension Benefits
    
    
    Other Benefits2009
    
    
    2008
    
    
    2009
    
    
    2008Discount rate
    
    
    6.30
    %
    
    
    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
  Increase
    
    Decrease(In thousands)Service and interest cost
    
    $
    100
    
    
    $
    (89
    )Postretirement benefit obligation
    
    
    1,032
    
    
    
    (935
    )
 43




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##### Table of Contents



NOTE 10  INCOME TAXES
  2009
    
    
    2008(In thousands)Deferred tax assets and liabilitiesAssets:Postretirement obligations
    
    $
    23,255
    
    
    $
    12,814Net operating loss carryforwards
    
    
    17,720
    
    
    
    16,349Tax credit carryforward
    
    
    8,489
    
    
    
    6,095Other accruals
    
    
    5,774
    
    
    
    6,772Inventory allowances
    
    
    3,963
    
    
    
    2,802Warranty reserve
    
    
    2,024
    
    
    
    2,238Customer advance payments and prepaid expenses
    
    
    858
    
    
    
    1,664Research and development costs
    
    
    1,624
    
    
    
    1,966Goodwill and purchase assets basis differences
    
    
    1,028
    
    
    
    1,632Other items
    
    
    4,115
    
    
    
    2,51068,850
    
    
    
    54,842Less valuation allowances
    
    
    15,302
    
    
    
    14,72053,548
    
    
    
    40,122Liabilities:Other accruals
    
    
    1,918
    
    
    
    2,469Fixed asset basis differences
    
    
    9,704
    
    
    
    5,477Goodwill and purchased asset basis differences
    
    
    47,595
    
    
    
    42,712Other items
    
    
    1,447
    
    
    
    1,11660,664
    
    
    
    51,774Net deferred tax liability
    
    $
    (7,116
    )
    
    $
    (11,652
    )
  44




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##### Table of Contents



Expense
 2009
    
    
    2008
    
    
    2007(in thousands)Current:U.S. federal
    
    $
    8,634
    
    
    $
    16,243
    
    
    $
    8,654Non-U.S.
    
    
    6,634
    
    
    
    14,803
    
    
    
    12,562U.S. state
    
    
    325
    
    
    
    1,110
    
    
    
    42515,593
    
    
    
    32,156
    
    
    
    21,641Deferred:U.S. federal
    
    
    4,531
    
    
    
    15,282
    
    
    
    11,777Non-U.S.
    
    
    (3,100
    )
    
    
    (9,649
    )
    
    
    2,438U.S. state
    
    
    388
    
    
    
    1,310
    
    
    
    1,0101,819
    
    
    
    6,943
    
    
    
    15,225$
    17,412
    
    
    $
    39,099
    
    
    $
    36,866Tax expense included in minority interest
    
    $
    641
    
    
    $
    916
    
    
    $
    862Non-U.S. pretax income
    
    $
    16,420
    
    
    $
    64,735
    
    
    $
    40,674
  2009
    
    
    2008
    
    
    2007Federal statutory income tax rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %Impact of change in valuation allowances on non-U.S. losses
    
    
    1.1
    
    
    
    (3.8
    )
    
    
    0.2Impact on U.S. taxes from repatriation of foreign earnings
    
    
    (7.1
    )
    
    
    0.6
    
    
    
    1.7Extraterritorial income deduction/Section 199
    
    
    (1.5
    )
    
    
    (0.6
    )
    
    
    (0.5
    )Impact from permanent items
    
    
    (0.4
    )
    
    
    0.6
    
    
    
    0.3Non-U.S. tax lower than U.S. tax rates
    
    
    (0.8
    )
    
    
    (1.8
    )
    
    
    (0.6
    )Tax contingencies
    
    
    (0.2
    )
    
    
    0.3
    
    
    
    1.3Revaluation of deferred tax accounts
    
    
    0.0
    
    
    
    0.2
    
    
    
    3.5Other items  net
    
    
    (2.6
    )
    
    
    (0.1
    )
    
    
    0.5Effective income tax rate
    
    
    23.5
    %
    
    
    30.4
    %
    
    
    41.4
    %
    45




---



##### Table of Contents



2009
    
    
    2008(in thousands)Balance at beginning of the year
    
    $
    5,381
    
    
    $
    4,897Increases for prior year tax positions
    
    
    73
    
    
    
    113Increases for current year tax positions
    
    
    792
    
    
    
    497Decreases related to statute lapses
    
    
    (530
    )
    
    
    (372
    )(Decreases)/increases related to exchange rate changes
    
    
    (439
    )
    
    
    246Balance at end of the year
    
    $
    5,277
    
    
    $
    5,381
     NOTE 11  COMMON STOCK
  46




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##### Table of Contents



Stock option activity
 Weighted-Stock
    
    
    Average OptionOptions
    
    
    Price Per ShareOutstanding at September 1, 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
    
    
    
    16.52Granted
    
    
    153,187
    
    
    
    21.35Exercised
    
    
    (34,462
    )
    
    
    11.67Canceled
    
    
    (27,807
    )
    
    
    24.27Outstanding at August 31, 2009
    
    
    552,342
    
    
    $
    17.77Exercisable stock options at year-end2007
    
    
    
    
    
    
    568,2682008
    
    
    
    
    
    
    252,8052009
    
    
    
    
    
    
    318,157Shares available for grant at year-end2007
    
    
    
    
    
    
    1,912,7302008
    
    
    
    
    
    
    1,740,3622009
    
    
    
    
    
    
    1,543,323
 Components of outstanding stock options at August 31, 2009
 Weighted-Range of
    
    
    
    
    
    
    
    
    Average
    
    
    Weighted-
    
    
    IntrinsicExercise
    
    
    
    
    Number
    
    
    Contract Life
    
    
    Average
    
    
    ValuePrice
    
    
    
    
    Outstanding
    
    
    in Years
    
    
    Exercise Price
    
    
    (In thousands)$
    7.69  11.00
    
    
    
    
    
    159,000
    
    
    
    5.37
    
    
    $
    10.62
    
    
    $
    2,00411.50  31.02
    
    
    
    
    
    393,342
    
    
    
    7.12
    
    
    
    20.66
    
    
    
    1,007$
    7.69  31.02
    
    
    
    
    
    552,342
    
    
    
    6.62
    
    
    $
    17.77
    
    
    $
    3,011
 Components of exercisable stock options at August 31, 2009
 Weighted-Range of
    
    
    
    
    
    
    
    
    Average
    
    
    Weighted-
    
    
    IntrinsicExercise
    
    
    
    
    Number
    
    
    Contract Life
    
    
    Average
    
    
    ValuePrice
    
    
    
    
    Exercisable
    
    
    in Years
    
    
    Exercise Price
    
    
    (In thousands)$
    7.69  11.00
    
    
    
    
    
    159,000
    
    
    
    5.37
    
    
    $
    10.62
    
    
    $
    2,00411.50  29.73
    
    
    
    
    
    159,157
    
    
    
    4.93
    
    
    
    16.57
    
    
    
    1,058$
    7.69  29.73
    
    
    
    
    
    318,157
    
    
    
    5.15
    
    
    $
    13.60
    
    
    $
    3,062
  47




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##### Table of Contents



NOTE 12  SHARE REPURCHASE PROGRAM
  NOTE 13  NET INCOME PER SHARE
  2009
    
    
    2008
    
    
    2007(In thousands, except per share data)Numerator:Net income
    
    $
    55,364
    
    
    $
    87,402
    
    
    $
    50,705Denominator:Basic weighted average shares
    
    
    33,227
    
    
    
    34,524
    
    
    
    34,050Effect of dilutive options and restricted shares:
    
    
    34
    
    
    
    194
    
    
    
    162Diluted shares
    
    
    33,261
    
    
    
    34,718
    
    
    
    34,212Net income per share:Basic
    
    $
    1.67
    
    
    $
    2.53
    
    
    $
    1.49Diluted
    
    $
    1.66
    
    
    $
    2.52
    
    
    $
    1.48
 
 *
    
    Adjusted for 2-for-1 stock split of our shares in fiscal 2008.  48




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##### Table of Contents



NOTE 14  BUSINESS SEGMENTS AND GEOGRAPHIC INFORMATION
 Fluid Management
 Process Solutions
 Romaco
  49




---



##### Table of Contents



2009
    
    
    2008
    
    
    2007(In thousands)Unaffiliated Customer Sales:Fluid Management
    
    $
    268,761
    
    
    $
    322,868
    
    
    $
    292,283Process Solutions
    
    
    258,584
    
    
    
    313,604
    
    
    
    273,890Romaco
    
    
    113,013
    
    
    
    150,696
    
    
    
    129,220Total
    
    $
    640,358
    
    
    $
    787,168
    
    
    $
    695,393Depreciation and Amortization:Fluid Management
    
    $
    7,117
    
    
    $
    6,993
    
    
    $
    7,376Process Solutions
    
    
    6,639
    
    
    
    6,753
    
    
    
    6,224Romaco
    
    
    2,013
    
    
    
    1,869
    
    
    
    2,090Corporate and Eliminations
    
    
    457
    
    
    
    634
    
    
    
    934Total
    
    $
    16,226
    
    
    $
    16,249
    
    
    $
    16,624Income Before Interest, Income Taxes
and Minority Interest (EBIT):Fluid Management
    
    $
    69,139
    
    
    $
    91,319
    
    
    $
    76,973Process Solutions
    
    
    19,418
    
    
    
    37,570
    (1)
    
    
    31,941
    (1)Romaco
    
    
    2,292
    
    
    
    20,603
    (2)
    
    
    2,612
    (2)Corporate and Eliminations
    
    
    (16,481
    )
    
    
    (18,828
    )
    
    
    (17,244
    )Total
    
    $
    74,368
    
    
    $
    130,664
    
    
    $
    94,282Identifiable Assets:Fluid Management
    
    $
    248,575
    
    
    $
    270,331
    
    
    $
    252,980Process Solutions
    
    
    348,062
    
    
    
    373,545
    
    
    
    359,453Romaco
    
    
    98,335
    
    
    
    111,610
    
    
    
    101,777Corporate and Eliminations
    
    
    101,882
    
    
    
    109,231
    
    
    
    101,933Total
    
    $
    796,854
    
    
    $
    864,717
    
    
    $
    816,143Capital Expenditures:Fluid Management
    
    $
    11,613
    
    
    $
    13,204
    
    
    $
    8,373Process Solutions
    
    
    3,716
    
    
    
    9,680
    
    
    
    4,209Romaco
    
    
    2,790
    
    
    
    1,505
    
    
    
    960Corporate and Eliminations
    
    
    (425
    )
    
    
    (2,275
    )
    
    
    2,994Total
    
    $
    17,694
    
    
    $
    22,114
    
    
    $
    16,536
 
 (1)
    
    Fiscal 2008 includes gain of $835,000 related to the disposition of facilities, and fiscal
2007 includes a gain of $5,036,000, related to the disposition of facilities and product
lines.(2)
    
    Includes costs of $1,818,000 in fiscal year 2007 related to the restructuring of our Romaco
segment. Fiscal years 2008 and 2007 include gains of $6,796,000 and $243,000, respectively, on
product line and facility dispositions. 50




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##### Table of Contents



2009
    
    
    2008
    
    
    2007(In thousands)SalesUnited States
    
    $
    241,354
    
    
    $
    304,100
    
    
    $
    280,645Europe
    
    
    171,457
    
    
    
    215,133
    
    
    
    185,168Other North America
    
    
    59,715
    
    
    
    81,738
    
    
    
    67,165Asia
    
    
    107,836
    
    
    
    111,108
    
    
    
    100,263South America
    
    
    28,402
    
    
    
    36,207
    
    
    
    40,541Other
    
    
    31,594
    
    
    
    38,882
    
    
    
    21,611$
    640,358
    
    
    $
    787,168
    
    
    $
    695,393Tangible AssetsUnited States
    
    $
    128,091
    
    
    $
    145,789
    
    
    $
    132,229Europe
    
    
    171,905
    
    
    
    186,100
    
    
    
    178,789Other North America
    
    
    25,179
    
    
    
    27,915
    
    
    
    32,889South America
    
    
    20,429
    
    
    
    21,461
    
    
    
    17,949Asia and Australia
    
    
    63,053
    
    
    
    75,907
    
    
    
    61,818Corporate
    
    
    114,721
    
    
    
    121,786
    
    
    
    114,047$
    523,378
    
    
    $
    578,958
    
    
    $
    537,721
 51




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##### Table of Contents



NOTE 15  QUARTERLY DATA (UNAUDITED)
  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 minority interest
    
    
    26,341
    
    
    
    20,745
    
    
    
    12,296
    
    
    
    14,604
    
    
    
    73,986Net income
    
    
    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
 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
  52




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##### Table of Contents



ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   Management Report on Internal Control Over Financial Reporting
  
    
    Pertain to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the Company;
 
    
    Provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the Company are being made only in
accordance with authorizations of management and directors of the Company; and
 
    
    Provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Companys assets that could have a material effect
on the financial statements.
  53




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##### Table of Contents



Changes in Internal Control over Financial Reporting
  
 ITEM 9B. OTHER INFORMATION
  54




---



##### 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
  55




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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)
    
    
    552,342
    
    
    $
    17.77
    
    
    
    1,543,323Equity compensation plans
not approved by shareholders
    
    
    0
    
    
    
    0
    
    
    
    0Total
    
    
    552,342
    
    
    $
    17.77
    
    
    
    1,543,323
 
 (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
  56




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##### Table of Contents



PART IV
 
 ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a) (1)
    
    FINANCIAL STATEMENTS
The following consolidated financial statements of Robbins & Myers,
Inc. and its subsidiaries are at Item 8 hereof.
Consolidated Balance Sheet  August 31, 2009 and 2008.
Consolidated Statement of Income 
Years ended August 31, 2009, 2008 and 2007.
Consolidated Shareholders Equity Statement 
Years ended August 31, 2009, 2008 and 2007.
Consolidated Cash Flow Statement 
Years ended August 31, 2009, 2008 and 2007.
Notes to Consolidated Financial Statements.(a) (2)
    
    FINANCIAL STATEMENT SCHEDULE
Schedule II  Valuation and Qualifying Accounts
  (a) (3)
    
    EXHIBITS. See INDEX to EXHIBITS.
 57




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##### Table of Contents



ROBBINS & MYERS, INC.BY
    
    /s/ Peter C. WallacePeter C. Wallace
President and Chief Executive Officer
  NAME
    
    TITLE
    
    DATE/s/ Peter C. Wallace
    
    Director, President and
    
    October 26, 2009Peter C. Wallace
    
    Chief Executive Officer/s/ Christopher M. Hix
    
    Vice President and Chief
    
    October 26, 2009Christopher M. Hix
    
    Financial Officer
(Principal Financial Officer)/s/ Kevin J. Brown
    
    Corporate Controller
    
    October 26, 2009Kevin J. Brown
    
    (Principal Accounting Officer)*Thomas P. Loftis
    
    Chairman Of Board
    
    October 26, 2009*David T. Gibbons
    
    Director
    
    October 26, 2009*Richard J. Giromini
    
    Director
    
    October 26, 2009*Stephen F. Kirk
    
    Director
    
    October 26, 2009*Andrew G. Lampereur
    
    Director
    
    October 26, 2009*Dale L. Medford
    
    Director
    
    October 26, 2009*Albert J. Neupaver
    
    Director
    
    October 26, 2009
 
 *
    
    The undersigned, by signing his name hereto, executes this Report on Form 10-K for the year ended
August 31, 2009 pursuant to powers of attorney executed by the above-named persons and filed with
the Securities and Exchange Commission. /s/ Peter C. WallacePeter C. Wallace
Their Attorney-in-fact
 58




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##### Table of Contents



AdditionsBalance at
    
    
    Charged toBeginning
    
    
    Costs and
    
    
    Other-
    
    
    Deductions-
    
    
    Balance atDescription
    
    of Period
    
    
    Expenses
    
    
    Describe (8)
    
    
    Describe
    
    
    End of Period(in thousands)Year 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
    
    
    
    0
    
    
    
    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
    
    
    
    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)
    
    
    258
 
 Note (1)
    
    Includes impact from acquisition of Mavag in fiscal 2008 of $250,000.Note (2)
    
    Represents accounts receivable written off against the reserve, and impact from dispositions of $981,000 in
fiscal 2007.Note (3)
    
    Inventory items scrapped and written off against the reserve, and impact from dispositions of $2,484,000 in
fiscal 2007.Note (4)
    
    Impact of valuation allowance release and changes in tax rates.Note (5)
    
    Warranty cost incurred applied against the reserve, and impact from dispositions of $91,000 in fiscal 2007.Note (6)
    
    Spending against casualty reserve.Note (7)
    
    Spending against restructure reserve.Note (8)
    
    Includes impact of exchange rates, and for fiscal 2008, allowance for doubtful accounts of acquired business.
 59




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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 3.1
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
    
    
    Form of $100 million senior note
agreement dated May 1, 1998 was filed
as Exhibit 10.1 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 Exhibit 10.1 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
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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
    
    */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
    
    */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 4.3 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 through October 6, 2009
    
    F/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
    
    F/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
    
    
    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
 61




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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 6, 2009
    
    F/M10.21
    
    
    Form of Award Agreement for Restricted Share Unit Award under Robbins & Myers,
Inc. 2004 Stock Incentive Plan approved by the Compensation Committee of Board of
Directors of Robbins & Myers, Inc. on October 6, 2009
    
    F/M10.22
    
    
    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
    
    */M(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 and 001-13651.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.
 62