##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 For the quarterly period ended March 31, 2009
 Commission File Number 1-9965
 KEITHLEY INSTRUMENTS, INC.
  Ohio
    
    34-0794417(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 28775 Aurora Road, Solon, Ohio 44139
 Registrants telephone number, including area code: (440) 248-0400
 YESþNOo
 YESþNOo
  Large accelerated filero
    
    Accelerated filerþ
    
    Non-accelerated filer o
    
    Smaller reporting
company o(Do not check if smaller reporting company)
 YESoNOþ




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TABLE OF CONTENTS  PART I. FINANCIAL INFORMATIONITEM 1. Financial StatementsCONDENSED CONSOLIDATED BALANCE SHEETSCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSITEM 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsITEM 3. Quantitative and Qualitative Disclosures About Market RiskITEM 4. Controls and ProceduresPART II. OTHER INFORMATIONITEM 1A. Risk FactorsITEM 4. Submission of Matters to a Vote of Security HoldersITEM 6. ExhibitsSIGNATURESEXHIBIT INDEXExhibit 10.1Exhibit 10.2Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2    Table of Contents  Forward-Looking Statements
      1




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 
 ITEM 1 Financial Statements.
  
 
    March 31, 2009
    
    
    September 30, 2008AssetsCurrent assets:Cash and cash equivalents
    
    $
    26,552
    
    
    $
    22,073Restricted cash
    
    
    1,055
    
    
    
    Short-term investments
    
    
    1,041
    
    
    
    5,700Accounts receivable and other, net
    
    
    11,490
    
    
    
    17,265Inventories
    
    
    12,416
    
    
    
    19,823Deferred income taxes
    
    
    798
    
    
    
    5,483Prepaid expenses
    
    
    1,990
    
    
    
    2,079Total current assets
    
    
    55,342
    
    
    
    72,423Property, plant and equipment, at cost
    
    
    55,172
    
    
    
    54,326Less-Accumulated depreciation
    
    
    42,873
    
    
    
    41,174Property, plant and equipment, net
    
    
    12,299
    
    
    
    13,152Deferred income taxes
    
    
    929
    
    
    
    26,097Intangible assets
    
    
    1,050
    
    
    
    1,190Prepaid pension assets
    
    
    5,745
    
    
    
    14,042Other assets
    
    
    3,895
    
    
    
    11,074Total assets
    
    $
    79,260
    
    
    $
    137,978Liabilities and Shareholders EquityCurrent liabilities:Short-term debt
    
    $
    590
    
    
    $
    23Accounts payable
    
    
    4,930
    
    
    
    7,325Accrued payroll and related expenses
    
    
    4,748
    
    
    
    7,073Other accrued expenses
    
    
    5,457
    
    
    
    6,142Income taxes payable
    
    
    1,168
    
    
    
    1,174Total current liabilities
    
    
    16,893
    
    
    
    21,737Long-term deferred compensation
    
    
    1,749
    
    
    
    2,561Deferred income taxes
    
    
    66
    
    
    
    65Long-term income taxes payable
    
    
    2,823
    
    
    
    2,919Pension liability
    
    
    16,416
    
    
    
    6,626Other long-term liabilities
    
    
    813
    
    
    
    768Shareholders equity:Common
Shares, stated
value $.0125: Authorized  80,000,000;
issued and outstanding 
14,857,117 at March 31, 2009 and 
14,722,585 at September 30, 2008
    
    
    186
    
    
    
    184Class B Common Shares, stated
value $.0125: Authorized  9,000,000;
issued and outstanding 
2,150,502 at March 31, 2009 and September 30, 2008
    
    
    27
    
    
    
    27Capital in excess of stated value
    
    
    38,227
    
    
    
    38,930Retained earnings
    
    
    36,879
    
    
    
    80,759Accumulated other comprehensive loss
    
    
    (19,473
    )
    
    
    (1,873
    )Common shares held in treasury, at cost
    
    
    (15,346
    )
    
    
    (14,725
    )Total shareholders equity
    
    
    40,500
    
    
    
    103,302Total liabilities and shareholders equity
    
    $
    79,260
    
    
    $
    137,978
   2




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##### Table of Contents



For the Three Months
    
    
    For the Six MonthsEnded March 31,
    
    
    Ended March 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Net sales
    
    $
    23,961
    
    
    $
    39,938
    
    
    $
    55,031
    
    
    $
    78,376Cost of goods sold
    
    
    10,409
    
    
    
    15,663
    
    
    
    23,704
    
    
    
    31,397Inventory write-off and accelerated depreciation
for discontinued product line
    
    
    2,540
    
    
    
    
    
    
    
    2,540
    
    
    
    Gross profit
    
    
    11,012
    
    
    
    24,275
    
    
    
    28,787
    
    
    
    46,979Selling, general and administrative expenses
    
    
    12,259
    
    
    
    16,367
    
    
    
    26,274
    
    
    
    32,428Product development expenses
    
    
    4,633
    
    
    
    6,278
    
    
    
    10,686
    
    
    
    12,441Restructuring and other charges (See Note O)
    
    
    4,205
    
    
    
    
    
    
    
    4,202
    
    
    
    Operating (loss) income
    
    
    (10,085
    )
    
    
    1,630
    
    
    
    (12,375
    )
    
    
    2,110Investment income
    
    
    57
    
    
    
    455
    
    
    
    232
    
    
    
    983Interest expense
    
    
    (8
    )
    
    
    (18
    )
    
    
    (28
    )
    
    
    (38
    )Impairment of long-term investments
    
    
    
    
    
    
    (670
    )
    
    
    
    
    
    
    (670
    )(Loss) income before income taxes
    
    
    (10,036
    )
    
    
    1,397
    
    
    
    (12,171
    )
    
    
    2,385Income tax provision
    
    
    243
    
    
    
    212
    
    
    
    30,467
    
    
    
    311Net (loss) income
    
    $
    (10,279
    )
    
    $
    1,185
    
    
    $
    (42,638
    )
    
    $
    2,074Basic (loss) earnings per share
    
    $
    (0.66
    )
    
    $
    0.07
    
    
    $
    (2.73
    )
    
    $
    0.13Diluted (loss) earnings per share
    
    $
    (0.66
    )
    
    $
    0.07
    
    
    $
    (2.73
    )
    
    $
    0.13Cash dividends per Common Share
    
    $
    .0375
    
    
    $
    .0375
    
    
    $
    .075
    
    
    $
    .075Cash
dividends per Class B
Common Share
    
    $
    .030
    
    
    $
    .030
    
    
    $
    .060
    
    
    $
    .060
   3




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For the Six MonthsEnded March 31,2009
    
    
    2008Cash flows from operating activities:Net (loss) income
    
    $
    (42,638
    )
    
    $
    2,074Adjustments to reconcile net (loss) income to net cash (used in)
provided by operating activities:Depreciation
    
    
    1,826
    
    
    
    1,994Non-cash stock compensation (income) expense
    
    
    (536
    )
    
    
    1,360Non-cash restructuring charges and inventory write-down
    
    
    4,498
    
    
    
    Loss on the disposition/impairment of assets
    
    
    64
    
    
    
    708Deferred income taxes
    
    
    30,018
    
    
    
    (514
    )Other items not affecting outlay of cash
    
    
    25
    
    
    
    36Changes in working capital
    
    
    3,038
    
    
    
    (5,273
    )Other operating activities
    
    
    741
    
    
    
    (79
    )Net cash (used in) provided by operating activities
    
    
    (2,964
    )
    
    
    306Cash flows from investing activities:Payments for property, plant and equipment
    
    
    (1,480
    )
    
    
    (2,062
    )Restricted cash
    
    
    (1,055
    )
    
    
    Purchase of short-term investments
    
    
    (1,041
    )
    
    
    (10,725
    )Sale of short-term investments
    
    
    12,500
    
    
    
    23,561Net cash provided by investing activities
    
    
    8,924
    
    
    
    10,774Cash flows from financing activities:Net borrowing (payment) of short term debt
    
    
    567
    
    
    
    (863
    )Cash dividends
    
    
    (1,139
    )
    
    
    (1,160
    )Repurchase of Common Shares
    
    
    (787
    )
    
    
    (4,216
    )Proceeds from stock purchase and option plans
    
    
    
    
    
    
    96Excess tax benefits from stock-based compensation arrangements
    
    
    
    
    
    
    37Net cash used in financing activities
    
    
    (1,359
    )
    
    
    (6,106
    )Effect of exchange rate changes on cash
    
    
    (122
    )
    
    
    742Increase in cash and cash equivalents
    
    
    4,479
    
    
    
    5,716Cash and cash equivalents at beginning of period
    
    
    22,073
    
    
    
    12,888Cash and cash equivalents at end of period
    
    $
    26,552
    
    
    $
    18,604
   4




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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (In thousands of dollars, except for share data)
 Nature of Operations
  Summary of Significant Accounting Policies
 Basis of Presentation
    Inventory
  March 31, 2009
    
    
    September 30, 2008Raw materials
    
    $
    5,977
    
    
    $
    12,325Work in process
    
    
    745
    
    
    
    1,261Finished products
    
    
    5,694
    
    
    
    6,237Total inventories
    
    $
    12,416
    
    
    $
    19,823
  5




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Reclassifications
  Recent Accounting Pronouncements
     
  6




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##### Table of Contents



Earnings Per Share
  For the Three Months
    
    
    For the Six MonthsEnded March 31,
    
    
    Ended March 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Net (loss) income
    
    $
    (10,279
    )
    
    $
    1,185
    
    
    $
    (42,638
    )
    
    $
    2,074Weighted averages shares outstanding
    
    
    15,616,471
    
    
    
    15,845,978
    
    
    
    15,613,214
    
    
    
    15,953,492Dilutive effect of stock awards
    
    
    
    
    
    
    200,213
    
    
    
    
    
    
    
    181,431Assumed purchase of stock under
stock purchase plan
    
    
    
    
    
    
    593
    
    
    
    
    
    
    
    722Weighted average shares used for
dilutive earnings per share
    
    
    15,616,471
    
    
    
    16,046,784
    
    
    
    15,613,214
    
    
    
    16,135,645Basic earnings (loss) per share
    
    $
    (0.66
    )
    
    $
    0.07
    
    
    $
    (2.73
    )
    
    $
    0.13Diluted earnings (loss) per share
    
    $
    (0.66
    )
    
    $
    0.07
    
    
    $
    (2.73
    )
    
    $
    0.13
  Stock-based Compensation
  Compensation
costs recorded
 For the Three Months
    
    
    For the Six MonthsEnded March 31,
    
    
    Ended March 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Cost of goods sold
    
    $
    (14
    )
    
    $
    56
    
    
    $
    (89
    )
    
    $
    105Selling, general and administrative expenses
    
    
    (11
    )
    
    
    553
    
    
    
    (259
    )
    
    
    1,056Product development expenses
    
    
    (40
    )
    
    
    105
    
    
    
    (188
    )
    
    
    199Stock-based compensation included in operating expenses
    
    
    (65
    )
    
    
    714
    
    
    
    (536
    )
    
    
    1,360Estimated tax impact of stock-based compensation
    
    
    
    
    
    
    232
    
    
    
    
    
    
    
    442Stock-based compensation expense, net of tax
    
    $
    (65
    )
    
    $
    482
    
    
    $
    (536
    )
    
    $
    918
  7




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Stock
option activity
  Second Quarter
    
    
    First QuarterFiscal Year 2009
    
    
    Fiscal Year 2008Expected life (years)
    
    
    4.75
    
    
    
    4.75Risk-free interest rate
    
    
    1.90
    %
    
    
    3.84
    %Volatility
    
    
    49
    %
    
    
    38
    %Dividend yield
    
    
    2.50
    %
    
    
    1.64
    %
 Performance award units
   Restricted award units
   8




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Directors equity plans
   Repurchase of Common Shares
    Financing Arrangements
   9




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##### Table of Contents



Derivatives Financial Instruments
 ,
  March 31, 2009
    
    
    September 30, 2008Assets:Contract value
    
    $
    2,955
    
    
    $
    3,739Fair value
    
    
    2,790
    
    
    
    3,499Total asset
    
    
    165
    
    
    
    240Liabilities:Contract value
    
    
    2,723
    
    
    
    2,353Fair value
    
    
    2,824
    
    
    
    2,392Total liability
    
    
    (101
    )
    
    
    (39
    )Net asset
    
    $
    64
    
    
    $
    201
   For the Three Months
    
    
    For the Six MonthsEnded March 31,
    
    
    Ended March 31,Financial Statement Line Item
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Cost of goods sold
    
    $
    85
    
    
    $
    117
    
    
    $
    (75
    )
    
    $
    321
   10




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Comprehensive Income
  For the Three Months
    
    
    For the Six MonthsEnded March 31,
    
    
    Ended March 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Net (loss) income
    
    $
    (10,279
    )
    
    $
    1,185
    
    
    $
    (42,638
    )
    
    $
    2,074Unrealized gains (losses) on value of
derivative securities, net of tax
    
    
    261
    
    
    
    (177
    )
    
    
    (111
    )
    
    
    (66
    )Net unrealized investment (losses) gains,
net of tax
    
    
    
    
    
    
    (497
    )
    
    
    442
    
    
    
    (484
    )Pension liability adjustment (see Note L)
    
    
    (17,730
    )
    
    
    
    
    
    
    (17,730
    )
    
    
    Foreign currency translation adjustments
    
    
    (560
    )
    
    
    557
    
    
    
    (201
    )
    
    
    636Comprehensive (loss) income
    
    $
    (28,308
    )
    
    $
    1,068
    
    
    $
    (60,238
    )
    
    $
    2,160
 Geographic Segment Information
  For the Three Months
    
    
    For the Six MonthsEnded March 31,
    
    
    Ended March 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Net sales:United States
    
    $
    6,565
    
    
    $
    9,097
    
    
    $
    13,755
    
    
    $
    17,401Other Americas
    
    
    509
    
    
    
    599
    
    
    
    966
    
    
    
    1,260Germany
    
    
    2,517
    
    
    
    5,890
    
    
    
    7,393
    
    
    
    11,914Other Europe
    
    
    5,143
    
    
    
    7,315
    
    
    
    12,052
    
    
    
    15,643Japan
    
    
    4,576
    
    
    
    5,946
    
    
    
    8,580
    
    
    
    9,776China
    
    
    2,488
    
    
    
    4,655
    
    
    
    5,390
    
    
    
    9,050Other Asia
    
    
    2,163
    
    
    
    6,436
    
    
    
    6,895
    
    
    
    13,332$
    23,961
    
    
    $
    39,938
    
    
    $
    55,031
    
    
    $
    78,376
 At March 31,
    
    
    At September 30,2009
    
    
    2008Long-lived assets:United States
    
    $
    10,857
    
    
    $
    11,749Other
    
    
    1,442
    
    
    
    1,403$
    12,299
    
    
    $
    13,152
 Guarantors Disclosure Requirements
 Product Warranties
   11




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For the Three Months
    
    
    For the Six MonthsEnded March 31,
    
    
    Ended March 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Beginning balance
    
    $
    632
    
    
    $
    780
    
    
    $
    701
    
    
    $
    722Accruals for warranties issued during the period
    
    
    208
    
    
    
    359
    
    
    
    487
    
    
    
    674Accruals
related to pre-existing warranties
(including changes in estimates and
expiring warranties)
    
    
    (35
    )
    
    
    (74
    )
    
    
    (61
    )
    
    
    (96
    )Settlements made (in cash or in kind)
during the period
    
    
    (299
    )
    
    
    (281
    )
    
    
    (621
    )
    
    
    (516
    )Ending balance
    
    $
    506
    
    
    $
    784
    
    
    $
    506
    
    
    $
    784
 Pension Benefits
   Change in projected benefit obligations:Benefit obligation at September 30, 2008
    
    $
    36,594Service cost
    
    
    1,039Interest cost
    
    
    1,677Actuarial loss
    
    
    486Benefits paid
    
    
    (811
    )Curtailment
    
    
    (495
    )Benefit obligation at February 28, 2009
    
    $
    38,490Change in plan assets:Fair value of plan assets at September 30, 2008
    
    $
    44,549Actual return on pension assets
    
    
    (15,298
    )Employer contributions
    
    
    Benefits paid
    
    
    (811
    )Fair value of plan assets at February 28, 2009
    
    $
    28,440Pension liability at February 28, 2009
    
    $
    (10,050
    )Service cost earned during March 2009
    
    
    (122
    )Interest cost on project benefit obligation  March 2009
    
    
    (217
    )Expected return on plan assets  March 2009
    
    
    311Pension liability at March 31, 2009
    
    $
    (10,078
    )
  12




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United States Plan
    
    
    German PlanFor the Three Months
    
    
    For the Three MonthsEnded March 31,
    
    
    Ended March 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Service costs-benefits earned during the period
    
    $
    382
    
    
    $
    419
    
    
    $
    44
    
    
    $
    57Interest cost on projected benefit obligation
    
    
    636
    
    
    
    589
    
    
    
    106
    
    
    
    104Expected return on plan assets
    
    
    (951
    )
    
    
    (883
    )
    
    
    (18
    )
    
    
    (19
    )Net loss recognition
    
    
    8
    
    
    
    21
    
    
    
    
    
    
    
    Amortization of transition asset
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5Amortization of prior service cost
    
    
    17
    
    
    
    45
    
    
    
    1
    
    
    
    2Curtailment expense
    
    
    28
    
    
    
    
    
    
    
    
    
    
    
    Net periodic benefit cost
    
    $
    120
    
    
    $
    191
    
    
    $
    133
    
    
    $
    149
 United States Plan
    
    
    German PlanFor the Six Months
    
    
    For the Six MonthsEnded March 31,
    
    
    Ended March 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Service costs-benefits earned during the period
    
    $
    771
    
    
    $
    838
    
    
    $
    88
    
    
    $
    113Interest cost on projected benefit obligation
    
    
    1,265
    
    
    
    1,178
    
    
    
    212
    
    
    
    205Expected return on plan assets
    
    
    (1,912
    )
    
    
    (1,766
    )
    
    
    (35
    )
    
    
    (38
    )Net loss recognition
    
    
    8
    
    
    
    42
    
    
    
    
    
    
    
    Amortization of transition asset
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11Amortization of prior service cost
    
    
    40
    
    
    
    89
    
    
    
    2
    
    
    
    3Curtailment expense
    
    
    28
    
    
    
    
    
    
    
    
    
    
    
    Net periodic benefit cost
    
    $
    200
    
    
    $
    381
    
    
    $
    267
    
    
    $
    294
   13




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Investments
    Income Taxes
     14




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##### Table of Contents



Restructuring and Other Charges
    Product line exit costsRestructuring and other charges:Severance and related benefits
    
    $
    1,052Sales demonstration inventory write-off
    
    
    1,579Write-down of fixed assets
    
    
    341Pension plan curtailment charge
    
    
    28Lease termination charge
    
    
    103,010Inventory write-off and accelerated depreciation for
discontinued product line (included in Cost of goods sold)
    
    
    2,540$
    5,550
  Balance at October 1, 2008
    
    $
    1,252Expense booked through the income statement
    
    
    2,242Adjustment to previously recorded expense
    
    
    2Payments made during the period
    
    
    (2,179
    )Balance at March 31, 2009
    
    $
    1,317
  15




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##### Table of Contents



Subsequent Event
  
 
 ITEM 2 Managements Discussion and Analysis of Financial Condition and Results of
Operations.
  Business Overview
     16




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##### Table of Contents



Critical Accounting Policies and Estimates
  Results of Operations
 Second Quarter Fiscal Year 2009 Compared with Second Quarter Fiscal Year 2008
     17




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18




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Six Months Ended March 31, 2009 Compared with Six Months Ended March 31, 2008
           19




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Financial Condition, Liquidity and Capital Resources
 Working Capital
  March 31, 2009
    
    
    September 30, 2008Current assets:Cash and cash equivalents
    
    $
    26,552
    
    
    $
    22,073Restricted cash
    
    
    1,055
    
    
    
    Short-term investments
    
    
    1,041
    
    
    
    5,700Accounts receivable and other, net
    
    
    11,490
    
    
    
    17,265Total inventories
    
    
    12,416
    
    
    
    19,823Deferred income taxes
    
    
    798
    
    
    
    5,483Prepaid expenses
    
    
    1,990
    
    
    
    2,079Total current assets
    
    
    55,342
    
    
    
    72,423Current liabilities:Short-term debt
    
    
    590
    
    
    
    23Accounts payable
    
    
    4,930
    
    
    
    7,325Accrued payroll and related expenses
    
    
    4,748
    
    
    
    7,073Other accrued expenses
    
    
    5,457
    
    
    
    6,142Income taxes payable
    
    
    1,168
    
    
    
    1,174Total current liabilities
    
    
    16,893
    
    
    
    21,737Working capital
    
    $
    38,449
    
    
    $
    50,686
   20




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Sources and Uses of Cash
  For the Six MonthsEnded March 31,2009
    
    
    2008Cash provided by (used in):Operating activities
    
    $
    (2,964
    )
    
    $
    306Investing activities
    
    
    8,924
    
    
    
    10,774Financing activities
    
    
    (1,359
    )
    
    
    (6,106
    )
 Operating activities Working Capital
 Investing activities Working Capital
 Financing activities
   21




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Financial Condition
       Recent Accounting Pronouncements
    22




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ITEM 3 Quantitative and Qualitative Disclosures About Market Risk.
    
 
 ITEM 4 Controls and Procedures.
    23




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PART II. OTHER INFORMATION
 
 
 ITEM
1A. Risk Factors.
  Compliance with NYSE listing standard
   Financial crisis affecting the banking system and financial markets
   24




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##### Table of Contents



ITEM 4 Submission of Matters to a Vote of Security Holders.
  Proposal
1 Election of Directors:
 FOR
    
    
    WITHHELDJoseph P. Keithley
    
    
    31,590,547
    
    
    
    721,612Brian R. Bachman*
    
    
    10,144,156
    
    
    
    689,010James B. Griswold
    
    
    31,648,191
    
    
    
    663,995Leon J. Hendrix, Jr.
    
    
    31,665,676
    
    
    
    646,510Brian J. Jackman*
    
    
    10,292,794
    
    
    
    538,372Dr. N. Mohan Reddy*
    
    
    10,290,433
    
    
    
    540,733Thomas A. Saponas
    
    
    31,773,694
    
    
    
    538,492Barbara V. Scherer
    
    
    31,757,933
    
    
    
    554,253
 *
    
    Elected by holders of Common Shares only. Proposal 2 To approve the Keithley Instruments, Inc. 2009 Stock Incentive Plan
 FOR
    
    
    24,618,147AGAINST
    
    
    5,590,193ABSTAIN
    
    
    605,553
 Proposal 3 To ratify the selection of PricewaterhouseCoopers LLP as Keithley
Instruments, Inc.s independent accountants for the fiscal year ending September 30, 2009
 FOR
    
    
    31,949,868AGAINST
    
    
    347,839ABSTAIN
    
    
    14,479
  
 
 Exhibits.
 Exhibits
 ExhibitNumber
    
    Exhibit10.1
    
    
    Sixth Amendment to Credit Agreement, dated March 31, 2009.10.2
    
    
    Pledge, Assignment and Security Agreement, dated March 31, 2009.31.1
    
    
    Certification of Joseph P. Keithley pursuant to Rule 13a-14(a)-15d-14(a).31.2
    
    
    Certification of Mark J. Plush pursuant to Rule 13a-14(a)-15d-14(a).32.1
    +
    
    Certification of Joseph P. Keithley pursuant to Rule 13a-14(b) and 18 U.S.C. Section
1350.32.2
    +
    
    Certification of Mark J. Plush pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350.
 +
    
    The certifications furnished pursuant to this item will not be deemed filed for
purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the
liability of that section. Such certification will not be deemed to be incorporated by
reference into any filing under the Securities Act or the Exchange Act, except to the
extent that the registrant specifically incorporates it by reference.  25




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##### Table of Contents



KEITHLEY INSTRUMENTS, INC.
(Registrant)Date:  May 11, 2009
    /s/ Joseph P. KeithleyJoseph P. KeithleyChairman, President and Chief
Executive Officer
(Principal Executive Officer)Date:  May 11, 2009
    /s/ Mark J. PlushMark J. PlushVice President and Chief Financial
Officer
(Principal Financial and Accounting Officer)  26




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##### Table of Contents



ExhibitNumber
    
    Exhibit10.1
    
    
    Sixth Amendment to Credit Agreement, dated March 31, 2009.10.2
    
    
    Pledge, Assignment and Security Agreement, dated March 31, 2009.31.1
    
    
    Certification of Joseph P. Keithley pursuant to Rule 13a-14(a)-15d-14(a).31.2
    
    
    Certification of Mark J. Plush pursuant to Rule 13a-14(a)-15d-14(a).32.1
    +
    
    Certification of Joseph P. Keithley pursuant to Rule 13a-14(b) and 18 U.S.C. Section
1350.32.2
    +
    
    Certification of Mark J. Plush pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350.
 +
    
    The certifications furnished pursuant to this item will not be deemed filed for
purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the
liability of that section. Such certification will not be deemed to be incorporated by
reference into any filing under the Securities Act or the Exchange Act, except to the
extent that the registrant specifically incorporates it by reference.  27