UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the ~~Quarterly~~quarterly ~~Period~~period ~~Ended~~ended ~~May~~November 3130, 2012

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-13651

Robbins & Myers, Inc.

(Exact name of registrant as specified in its charter)


Ohio		31-0424220
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

10586 Highway 75 North, Willis, TX		77378
(Address of principal executive offices)		(Zip Code)

(936) 890-1064

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x

Common shares, without par value, outstanding as of ~~May~~November 3130, 2012: 42,~~575~~196,~~173~~015

Part I—Financial Information

Item 1. Financial Statements

ROBBINS & MYERS, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEET

(In thousands)

	May 31,2012			August 31,2011
	November 30,2012			August 31,2012
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	~~146~~184,~~677~~873		$	~~230~~166,~~606~~925
Accounts receivable		177,~~234~~715			~~166~~180,~~511~~047
Inventories:
Finished products		7788,~~633~~546			6878,~~046~~677
Work in process		50,~~606~~193			4849,~~944~~305
Raw materials		36,~~090~~544			34,~~473~~731
		164,329			151,463
		175,283			162,713
Other current assets		1113,~~198~~396			11,~~247~~206
Deferred taxes		1821,~~678~~074			1821,~~674~~169
Total Current Assets		~~518~~572,~~116~~341			~~578~~542,~~501~~060
Goodwill		~~575~~579,~~875~~355			~~592~~577,~~051~~874
Other Intangible Assets		~~198~~192,~~495~~796			~~206~~195,~~668~~730
Deferred Taxes		24,~~418~~636			2625,~~344~~200
Other Assets		1312,~~208~~764			1312,~~776~~663
Property, Plant and Equipment		~~407~~421,~~074~~079			~~402~~415,~~496~~646
Less accumulated depreciation		(~~240~~251,~~357~~201	)		(~~236~~245,~~870~~910	)
		166,717			165,626
		169,878			169,736
TOTAL ASSETS	$	1,~~496~~551,~~829~~770		$	1,~~582~~523,~~966~~263
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable	$	9490,~~013~~480		$	8495,~~761~~698
Accrued expenses		9499,~~121~~580			9199,~~253~~319
Current portion of long-term debt		~~201~~494			~~421~~153
Total Current Liabilities		~~188~~190,~~335~~554			~~176~~195,~~435~~170
Long-Term Debt—Less Current Portion		—			24—
Deferred Taxes		~~131~~134,~~174~~874			~~131~~134,~~697~~758
Other Long-Term Liabilities		81103,~~975~~610			~~108~~102,~~391~~056
Robbins & Myers, Inc. Shareholders’ Equity:
Common stock		~~536~~515,~~688~~018			~~691~~514,~~220~~573
Retained earnings		~~609~~669,~~782~~990			~~498~~640,~~653~~072
Accumulated other comprehensive loss		(6577,~~808~~288	)		(3978,~~935~~277	)
Total Robbins & Myers, Inc. Shareholders’ Equity		1,~~080~~107,~~662~~720			1,~~149~~076,~~938~~368
Noncontrolling Interest		1415,~~683~~012			1614,~~481~~911
Total Equity		1,~~095~~122,~~345~~732			1,~~166~~091,~~419~~279
TOTAL LIABILITIES AND EQUITY	$	1,~~496~~551,~~829~~770		$	1,~~582~~523,~~966~~263

See Notes to Consolidated Condensed Financial Statements

ROBBINS & MYERS, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED INCOME STATEMENT

(In thousands, except per share data)

(Unaudited)

	Three Months Ended						Nine Months Ended
	Three Months EndedNovember 30,
	May 31,						May 31,
	2012			2011
	2012			2011			2012			2011
Net sales	$	257,298		$	237,323
Net sales	$	266,337		$	237,058		$	759,586		$	561,642
Cost of sales		162,545			141,782
Cost of sales		162,865			150,984			458,634			356,887
Gross profit		94,753			95,541
Gross profit		103,472			86,074			300,952			204,755
Selling, general and administrative expenses		43,546			42,960
Selling, general and administrative expenses		41,622			44,564			129,362			109,679
Other expense		3,318			—
Other expense		—			2,828			—			16,140
Income before interest and income taxes (“EBIT”)		47,889			52,581
Income before interest and income taxes (“EBIT”)		61,850			38,682			171,590			78,936
Interest (income), net		(14	)		(61	)
Interest expense (income), net		36			56			(14	)		39
Income before income taxes		47,903			52,642
Income from continuing operations before income taxes		61,814			38,626			171,604			78,897
Income tax expense		15,752			17,187
Income tax expense		17,407			19,431			53,253			33,150
Net income including noncontrolling interest		32,151			35,455
Net income from continuing operations including noncontrolling interest		44,407			19,195			118,351			45,747
Less: Net income attributable to noncontrolling interest		123			198
Income from discontinued operations, net of income taxes		—			52,035			—			53,637
Net income attributable to Robbins & Myers, Inc.	$	32,028		$	35,257
Net income including noncontrolling interest		44,407			71,230			118,351			99,384
Net income per share:
Less: Net income attributable to noncontrolling interest		180			275			751			796
Basic	$	0.76		$	0.77
Net income attributable to Robbins & Myers, Inc.	$	44,227		$	70,955		$	117,600		$	98,588
Diluted	$	0.76		$	0.77
Net income per share from continuing operations:
Weighted average common shares outstanding:
Basic	$	~~1.03~~42,189		$	~~0.41~~45,842		$	~~2.64~~		$	~~1.14~~
Diluted	$	~~1.02~~42,379		$	~~0.41~~46,060		$	~~2.62~~		$	~~1.13~~
Net income per share:
Dividends per share:
Basic	$	1.03		$	1.56		$	2.64		$	2.50
Declared	$	0.050		$	0.045
Diluted	$	1.02		$	1.54		$	2.62		$	2.48
Paid	$	0.050		$	0.045
Weighted average common shares outstanding:
Basic		43,097			45,616			44,628			39,449
Diluted		43,291			45,965			44,837			39,812
Dividends per share:
Declared	$	0.0500		$	0.0450		$	0.1450		$	0.1325
Paid	$	0.0500		$	0.0450		$	0.1450		$	0.1325

See Notes to Consolidated Condensed Financial Statements

ROBBINS & MYERS, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED ~~STATEMENT~~COMPREHENSIVE OFINCOME ~~CASH~~STATEMENT ~~FLOWS~~

(In thousands)

(Unaudited)

	Nine Months Ended
	Three Months EndedNovember 30,
	May 31,
	2012			2011
Operating Activities:
Net income including noncontrolling interest	$	32,151		$	35,455
Net income including noncontrolling interest	$	118,351		$	99,384
Other comprehensive income (loss), net of tax:
Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:
Foreign currency translation adjustment		384			(21,544	)
Depreciation		14,890			12,845
Pension and post-retirement plans liability adjustment		692			653
Amortization		8,174			12,545
Total other comprehensive income (loss), net of tax		1,076			(20,891	)
Gain on disposal of businesses		—			(53,357	)
Comprehensive income including non controlling interest		33,227			14,564
Stock compensation expense		2,299			3,740
Less: Comprehensive (income) loss attributable to noncontrolling interest		(210	)		1,505
Changes in operating assets and liabilities:
Comprehensive income attributable to Robbins & Myers, Inc.	$	33,017		$	16,069
Accounts receivable		(15,723	)		(24,001	)
Inventories		(20,566	)		(21,653	)
Accounts payable		11,552			(7,335	)
Accrued expenses		6,974			(453	)
Long-term liabilities		(18,048	)		506
Other		(423	)		3,487
Net Cash and Cash Equivalents Provided by Operating Activities		107,480			25,708
Investing Activities:
Business acquisition, net of cash acquired		—			(90,410	)
Proceeds from sale of businesses, net of transaction costs		—			89,247
Capital expenditures, net of nominal disposals		(20,806	)		(14,223	)
Net Cash and Cash Equivalents Used by Investing Activities		(20,806	)		(15,386	)
Financing Activities:
Proceeds from debt borrowings		7,568			6,376
Repayments of debt		(7,812	)		(9,473	)
Share repurchase program		(163,278	)		—
Net proceeds from issuance of common stock, including stock option tax impact		6,445			22,905
Cash dividends paid		(6,471	)		(5,493	)
Net Cash and Cash Equivalents (Used) Provided by Financing Activities		(163,548	)		14,315
Exchange Rate Impact on Cash		(7,055	)		(1,784	)
(Decrease) Increase in Cash and Cash Equivalents		(83,929	)		22,853
Cash and Cash Equivalents at Beginning of Period		230,606			149,213
Cash and Cash Equivalents at End of Period	$	146,677		$	172,066

See Notes to Consolidated Condensed Financial Statements

ROBBINS & MYERS, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS

(In thousands)

(Unaudited)


	Three Months Ended November 30,
	2012			2011
Operating Activities:
Net income including noncontrolling interest	$	32,151		$	35,455
Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:
Depreciation		5,418			4,889
Amortization		2,941			3,003
Stock compensation expense		831			709
Changes in operating assets and liabilities:
Accounts receivable		2,714			(9,586	)
Inventories		(12,088	)		(8,967	)
Accounts payable		(5,635	)		(2,135	)
Accrued expenses		(663	)		4,652
Other		(1,077	)		901

Net Cash and Cash Equivalents Provided by Operating Activities		24,592			28,921

Investing Activities:
Capital expenditures, net of nominal disposals		(5,069	)		(6,813	)

Net Cash and Cash Equivalents Used by Investing Activities		(5,069	)		(6,813	)

Financing Activities:
Proceeds from debt borrowings		2,135			3,909
Repayments of debt borrowings		(1,794	)		(3,459	)
Share repurchase program		—			(15,607	)
Common stock activity, net		(386	)		970
Cash dividends paid		(2,110	)		(2,067	)

Net Cash and Cash Equivalents Used by Financing Activities		(2,155	)		(16,254	)
Exchange Rate Impact on Cash		580			(5,007	)

Increase in Cash and Cash Equivalents		17,948			847
Cash and Cash Equivalents at Beginning of Period		166,925			230,606

Cash and Cash Equivalents at End of Period	$	184,873		$	231,453

See Notes to Consolidated Condensed Financial Statements

ROBBINS & MYERS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

~~May~~November 3130, 2012

(Unaudited)

NOTE 1—Preparation of Financial Statements

In the opinion of management, the accompanying unaudited consolidated condensed financial statements of Robbins & Myers, Inc. and subsidiaries (“Company,” “RRobbins &M Myers,” “we,” “our” or “us”) contain all adjustments, consisting of normally recurring items, necessary to present fairly our financial condition as of ~~May~~November 3130, 2012, and August 31, ~~2011~~2012, and the results of our operations ~~for the three~~ and ~~nine month periods ended May 31, 2012 and 2011, and~~ cash flows for the ~~nine~~three month periods ended ~~May~~November 3130, 2012 and 2011. ~~The~~Results ~~results~~ of operations for any interim period are not necessarily indicative of results for the full year. All intercompany transactions have been eliminated.

~~On January 10,~~While ~~2011~~we (“believe that the disclosures ~~acquisition~~are ~~date”)~~adequately presented, weit ~~completed~~is ~~our~~suggested ~~acquisition~~that ofthese ~~T-3~~consolidated ~~Energy~~condensed ~~Services,~~financial ~~Inc.~~statements ~~(“T-3”),~~be byread ~~means~~in ofconjunction awith ~~merger,~~the ~~such~~consolidated ~~that~~financial ~~T-3~~statements ~~became~~and anotes ~~wholly-owned~~included ~~subsidiary~~in ofour ~~Robbins &~~most ~~Myers,~~recent ~~Inc.~~Annual ~~The operating~~Report ~~results~~on ofForm T10-3K ~~are~~for ~~included~~the fiscal inyear ~~our~~ended ~~consolidated~~August 31, ~~condensed~~2012 ~~financial~~and ~~statements~~other ~~since~~current ~~the~~filings ~~acquisition~~with ~~date~~the ~~within~~Securities ~~our~~and ~~Energy~~Exchange ~~Services~~Commission ~~segment~~(“SEC”). ~~See~~There ~~Note~~have ~~2—Acquisition~~been no material changes in the accounting policies followed by us during fiscal 2013.

~~During~~NOTE ~~the~~2—Agreement ~~third quarter of fiscal year 2011 (“fiscal 2011”), we entered into an agreement to divest our Romaco businesses (Romaco segment). On April 29, 2011, we completed the sale of all the shares~~ and ~~equity~~Plan ~~interest in our Romaco businesses. The results~~ of ~~our~~Merger ~~Romaco segment are reported as discontinued operations for all periods presented. See Note 3—Discontinued Operations.~~

~~Beginning~~On ~~with~~August 8, ~~the~~2012, ~~first~~Robbins & ~~quarter~~Myers, ofInc. ~~fiscal year 2012~~ (“~~fiscal~~Robbins & ~~2012~~Myers”), weand ~~changed~~National ~~the~~Oilwell ~~composition~~Varco, ofInc., ~~our~~a ~~reportable~~Delaware ~~segments~~corporation ~~to reflect organizational~~(“NOV”), ~~management~~entered ~~and~~into ~~operational~~an ~~changes~~Agreement ~~implemented~~and inPlan ~~the first quarter~~ of ~~fiscal~~Merger ~~2012.~~(the ~~The~~“Merger ~~Company now reports results in two business segments consisting of Energy Services and Process & Flow Control~~Agreement”). The ~~Company previously~~Merger ~~reported~~Agreement ~~its~~provides ~~operations~~that, ~~under~~upon the ~~Fluid~~terms ~~Management segment~~ and ~~the~~subject ~~Process Solutions segment. The businesses in our Energy Services segment provide mission-critical products~~ to ~~customers in~~ the ~~upstream~~conditions ~~oil~~set ~~and~~forth ~~gas markets for use~~ in ~~drilling~~ ~~and~~the ~~exploration,~~Merger ~~production and completion~~Agreement, ~~and~~Robbins & ~~pipeline~~Myers ~~transmission~~will merge ~~infrastructure.~~with ~~Major~~an ~~products~~affiliate ~~include~~of ~~power sections for drilling motors~~NOV, ~~blowout~~with preventers and pressure control products, wellhead products and wellbore wear prevention components, pipeline closures and valves. Our Energy Services segment includes products and services sold under the Robbins & Myers ~~Energy~~surviving ~~Systems®~~as ~~and~~a Twholly-3®owned ~~brands.~~subsidiary ~~Our Process &~~of ~~Flow~~NOV ~~Control segment targets industrial customers in~~ (the ~~industrial chemical, pharmaceutical, wastewater treatment, food and beverage, and other end markets~~“Merger”). ~~Products~~The ~~include~~Merger ~~glass-lined~~Agreement ~~reactors~~has ~~and~~been ~~thermal~~unanimously ~~heat~~approved ~~exchangers, progressing~~by ~~cavity~~the ~~pumps~~Boards ~~for~~of ~~industrial~~Directors ~~applications and surface transfer~~ of ~~viscous~~both ~~fluids, mixing equipment and engineered systems used to filter and process various liquids and materials. Primary brands in our Process~~Robbins & ~~Flow~~Myers ~~Control segment include Pfaudler®, Moyno®, Chemineer®~~ and ~~Edlon®~~ NOV.

~~While we~~NOV, ~~believe~~headquartered ~~that~~in ~~the~~Houston, ~~disclosures are adequately presented~~Texas, it is ~~suggested~~a ~~that~~world-wide ~~these~~leader ~~consolidated condensed financial statements be read~~ in ~~conjunction with~~ the ~~consolidated~~design, ~~financial~~manufacture ~~statements~~ and ~~notes~~sale ~~included~~of inequipment ~~our~~and ~~most~~components ~~recent~~used ~~Annual~~in ~~Report on~~oil ~~Form~~and ~~10-K~~gas ~~for~~drilling ~~the~~and ~~fiscal~~production ~~year ended August 31~~operations, ~~2011~~the ~~filed~~provision ~~with~~of ~~the~~oilfield ~~Securities~~services, and ~~Exchange~~supply ~~Commission.~~chain ~~There~~integration ~~have~~services ~~been~~to ~~no material changes in~~ the ~~accounting~~upstream ~~policies~~oil ~~followed by us during fiscal 2012 from fiscal 2011. Certain amounts presented in the prior period financial statements have been reclassified to conform to our current year presentation~~ and togas ~~reflect the new segmentation discussed above~~industry. ~~These reclassifications had no material impact on our consolidated financial position, earnings, or cash flows.~~

5Under the Merger Agreement, upon closing of the transaction, our shareholders will receive $60.00 in cash for each common share of Robbins & Myers they own. The per share closing price of our common shares on August 8, 2012 was $46.80.

~~NOTE~~Each ~~2—Acquisition~~outstanding option to purchase Robbins & Myers common shares and each outstanding restricted common share, restricted share unit, and performance share of Robbins & Myers, whether vested or unvested, will be deemed to be fully vested at the effective time of the Merger and will be automatically converted into the right to receive $60.00 in cash (less the exercise price in the case of options).

AsThe ~~discussed~~consummation inof ~~Note~~the 1proposed Merger is conditioned upon customary closing conditions, weincluding, ~~acquired~~among Tothers: (1) approval of the holders of at least two-3thirds onof ~~January 10~~our outstanding common shares; (2) the absence of any injunction, ~~2011~~law ~~and~~or order prohibiting the ~~total~~Merger; ~~fair~~(3) ~~value~~regulatory approvals, including expiration or early termination of ~~consideration~~the ~~transferred~~applicable aswaiting ~~part~~period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the ~~acquisition~~ ~~was~~Competition ~~approximately~~Act ~~$618.~~of Canada; (4) ~~million.~~in ~~Refer~~the tocase ~~Note~~of ~~3—Acquisition~~NOV, the absence of ~~the~~any ~~Company’s~~material ~~Annual~~adverse ~~Report~~effect on Robbins ~~Form~~& ~~10-K~~Myers; ~~for~~and (5) in the ~~fiscal~~case ~~year~~of ~~ended~~NOV, ~~August 31~~that the holders of not more than 5% of our outstanding common shares exercise dissenters’ rights under Ohio law. On December 27, ~~2011~~2012, ~~for~~our ~~further~~shareholders ~~discussion~~approved ~~regarding~~the Merger, subject to the satisfaction ~~T-3~~of ~~acquisition~~the remaining closing conditions, and none of our shareholders exercised dissenters’ rights under Ohio law.

~~The~~Robbins & ~~transaction~~Myers ~~has~~and ~~been~~NOV ~~accounted~~have ~~for~~entered ~~using~~into a timing agreement with the ~~acquisition~~United ~~method~~States Department of ~~accounting~~Justice (“DOJ”) pursuant to which ~~requires,~~Robbins ~~among~~& ~~other~~Myers ~~things,~~and NOV have agreed to provide at least 30 days notice to the ~~assets~~DOJ ~~acquired~~prior ~~and~~to ~~liabilities~~consummation of ~~assumed~~the beMerger. ~~recognized~~The atparties ~~their~~are ~~fair~~continuing ~~values~~to asprovide ofinformation to the ~~merger~~DOJ; ~~date~~however, without DOJ consent, the Merger cannot close prior to February 18, 2013. WeIn ~~have~~addition, ~~finalized~~as ~~our~~announced ~~valuations~~by ofRobbins ~~acquired~~& ~~assets~~Myers on December 7, ~~liabilities~~2012, Robbins & Myers and NOV ~~contingencies~~received a supplemental information request for information and documents from the Canadian Competition Bureau under the Competition Act of Canada. ~~All~~The ~~measurement~~effect of the request is to extend the waiting period ~~adjustments~~imposed ~~related~~by the Canadian Act to 30 days after Robbins & Myers and NOV have each complied with the ~~acquisition~~request ~~were~~(unless ~~made~~that inperiod is extended voluntarily by the ~~year~~parties ~~ended~~or terminated sooner by the Canadian Competition Bureau). Robbins & Myers and NOV are cooperating with the Canadian ~~August 31,~~Competition ~~2011~~Bureau to provide the requested information.

The ~~unaudited~~Merger ~~pro~~Agreement ~~forma~~contains ~~information~~certain ~~for~~termination ~~the~~rights ~~periods~~for ~~set~~both ~~forth~~NOV ~~below gives effect to the acquisition as if it had~~and ~~occurred~~Robbins & ~~at the beginning of fiscal 2011~~Myers. ~~The~~Upon ~~amounts~~termination ~~have been calculated after applying our accounting policies and adjusting the results~~ of ~~T-3 to reflect~~ the ~~additional~~Merger ~~cost~~Agreement ofunder ~~sales~~specified circumstances, ~~depreciation~~we ~~and~~may ~~amortization~~be ~~that~~required ~~would have been charged assuming the fair value adjustments~~ to ~~inventory,~~pay ~~property,~~NOV ~~plant~~a ~~and~~termination ~~equipment~~fee ~~and intangible assets had been applied as at the beginning~~ of ~~the~~$75 ~~fiscal year, together with the consequential tax effects, as applicable~~million. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time or that may result in the future:

	Three MonthsEndedMay 31, 2011		Nine MonthsEndedMay 31, 2011
	(In thousands, except per share data)
Net sales from continuing operations:
As reported	$	237,058	$	561,642
Pro forma		237,058		641,112
Net income attributable to Robbins & Myers, Inc. from continuing operations:
As reported	$	18,920	$	44,951
Pro forma		24,266		49,957
Basic net income per share from continuing operations:
As reported	$	0.41	$	1.14
Pro forma		0.53		1.11
Diluted net income per share from continuing operations:
As reported	$	0.41	$	1.13
Pro forma		0.53		1.10

The nine month pro forma period reflects the expense due to the inventory write-up values and amortization of backlog of $16.7 million ($10.8 million after tax and $0.24 per share) which had lives of three months or less. Therefore, these assets were fully amortized in the first three months of fiscal 2011.

~~NOTE~~In fiscal 2013, the Company incurred $3~~—Discontinued~~.3 ~~Operations~~million of expense related to the pending Merger, which is included in “Other expense” in the Consolidated Condensed Income Statement.

~~During~~For ~~the~~additional ~~third~~information ~~quarter~~about ofthe ~~fiscal 2011~~Merger, weplease ~~entered~~see our ~~into~~Current anReport ~~agreement~~on toForm ~~divest~~8-K, ~~our~~filed ~~Romaco~~with ~~businesses~~the ~~(Romaco~~SEC ~~segment) and~~ on ~~April~~ August 299, ~~2011~~2012, ~~we completed the sale of all the shares~~ and ~~equity interest in our Romaco businesses for a consideration of approximately €64 million (approximately $95 million at~~ the ~~time~~Merger ~~of closing)~~Agreement, which ~~included €61 million~~is inattached ~~cash~~as ~~and~~Exhibit ~~€3 million of liabilities assumed~~1.1 ~~See Note 4—Discontinued Operations~~thereto, of the ~~Company’s~~final ~~Annual~~proxy ~~Report~~statement onfiled ~~Form~~with ~~10-K for~~ the ~~fiscal~~SEC ~~year~~on ~~ended August~~November 3130, ~~2011~~2012, ~~for~~and ~~further discussion regarding the Romaco segment sale. The results of operations for~~ our ~~Romaco~~other ~~segment~~Current ~~are~~Reports ~~reported~~on Form as8-K ~~discontinued~~filed ~~operations~~with ~~for~~ the ~~three~~SEC ~~and~~related ~~nine~~to ~~month~~the ~~periods~~Merger. ~~ended May 31, 2011 and are summarized as follows:~~

	Three MonthsEndedMay 31, 2011			Nine MonthsEndedMay 31, 2011
	(In thousands, except per share data)
Net sales	$	17,683		$	71,966
Net income per share from discontinued operations:
Basic	$	1.15		$	1.36
Diluted	$	1.13		$	1.35
(Loss) income from operations of divested businesses	$	(1,664	)	$	537
Gain on disposal of businesses		53,357			53,357
Income tax (benefit) expense		(342	)		257
Income from discontinued operations, net of income taxes	$	52,035		$	53,637

NOTE 3—Goodwill and Other Intangible Assets

~~There~~Changes ~~were~~in nothe ~~assets~~carrying oramount ~~liabilities~~of ~~attributable~~goodwill tofor ~~discontinued~~the ~~operations~~three atmonth ~~May~~period ended November 3130, 2012, ~~and~~by ~~August 31~~reportable segment, ~~2011.~~are as follows:


	Energy Services			Process & Flow Control		Total
	(In thousands)
Balance as of September 1, 2012	$	421,745		$	156,129	$	577,874
Translation adjustment impact		(183	)		1,664		1,481

Balance as of November 30, 2012	$	421,562		$	157,793	$	579,355

NOTE 4—Goodwill and Other Intangible Assets

As discussed in Note 1, the Company made certain changes to its business segments effective in the first quarter of fiscal 2012 and the opening balance of goodwill below reflects this new segmentation change. Changes in the carrying amount of goodwill for the nine month period ended May 31, 2012, by reportable segment, are as follows:

	EnergyServices			Process & FlowControl			Total
	(In thousands)
Balance as of September 1, 2011	$	422,517		$	169,534		$	592,051
Translation adjustment impact		(2,030	)		(14,146	)		(16,176	)
Balance as of May 31, 2012	$	420,487		$	155,388		$	575,875

Information regarding our other intangible assets is as follows:

As of May 31, 2012

As of August 31, 2011

As of November 30, 2012

As of August 31, 2012

CarryingAmount

AccumulatedAmortization

Net

CarryingAmount

AccumulatedAmortization

Net

(In thousands)

Customer Relationships

156,~~330~~394

1015,~~262~~307

~~146~~141,~~068~~087

156,~~500~~414

413,~~774~~306

~~151~~143,~~726~~108

Technology

32,~~564~~579

24,~~829~~119

2928,~~735~~460

32,~~600~~582

13,~~347~~580

3129,~~253~~002

Patents, Trademarks and Trade names

3031,~~509~~072

10,~~503~~070

2021,~~006~~002

3031,~~646~~076

9,~~644~~737

21,~~002~~339

Non-compete Agreements

8,~~739~~799

7,~~566~~786

1,~~173~~013

8,~~822~~801

7,~~544~~764

1,~~278~~037

Financing Costs

9,~~561~~629

9,~~124~~343

~~437~~286

9,~~652~~630

9,~~172~~340

~~480~~290

Other

13,~~578~~639

12,~~502~~691

~~1,076~~948

13,~~552~~640

12,~~623~~686

~~929~~954

Total

~~251~~252,~~281~~112

5259,~~786~~316

~~198~~192,~~495~~796

~~251~~252,~~772~~143

4556,~~104~~413

~~206~~195,~~668~~730

~~The~~7 amortization expense for the three and nine month periods ended May 31, 2012 was $2.2 million and $8.2 million, respectively. We estimate that the amortization expense will be approximately $2.9 million for the remainder of fiscal 2012 and $11.8 million for each of the next five years beginning fiscal 2013. The expected amortization expense is an estimate. Actual amounts of amortization expense may differ from the estimated amounts due to changes in foreign currency exchange rates, impairment of intangible assets, intangible asset additions and their fair value adjustments in the measurement period, accelerated amortization of intangible assets, acquisition and divestiture activities and other factors.

The amortization expense for the three month period ended November 30, 2012 was $2.9 million. We estimate that the amortization expense will be approximately $8.8 million for the remainder of fiscal 2013 and $11.8 million for each of the next five years beginning fiscal 2014. The expected amortization expense is an estimate. Actual amounts of amortization expense may differ from the estimated amounts due to changes in foreign currency exchange rates, impairment of intangible assets, intangible asset additions and their fair value adjustments in the measurement period, accelerated amortization of intangible assets, acquisition and divestiture activities and other factors.

NOTE 54—Net Income per Share

The following table sets forth the computation of basic and diluted net income per ~~share~~ ~~from continuing operations~~share:

	Three Months Ended				Nine Months Ended
	Three Months EndedNovember 30,
	May 31,				May 31,
	2012		2011
	2012		2011		2012		2011
	(In thousands, except pershare data)
	(In thousands, except per share amounts)
Numerator:
Numerator:
Net income attributable to Robbins & Myers, Inc.	$	32,028	$	35,257
Net income from continuing operations attributable to Robbins & Myers, Inc.	$	44,227	$	18,920	$	117,600	$	44,951
Denominator:
Denominator:
Basic weighted average shares		42,189		45,842
Basic weighted average shares		43,097		45,616		44,628		39,449
Effect of dilutive options and restricted shares/units		190		218
Effect of dilutive options and restricted shares/units		194		349		209		363
Diluted weighted average shares		42,379		46,060
Diluted weighted average shares		43,291		45,965		44,837		39,812
Basic net income per share	$	0.76	$	0.77
Basic net income per share from continuing operations	$	1.03	$	0.41	$	2.64	$	1.14
Diluted net income per share	$	0.76	$	0.77
Diluted net income per share from continuing operations	$	1.02	$	0.41	$	2.62	$	1.13
Anti-dilutive options (excluded from diluted net income per share computations)		—		28
Anti-dilutive options (excluded from diluted net income per share computations)		32		45		32		207

InNOTE connection with the acquisition of T-3 on January 10, 2011, we issued approximately 12.0 million shares to T-3 stockholders as part of the purchase price consideration, which have been included in our computation of basic and diluted net income per share from continuing operations for the three and nine month periods ended May 31, 2012 and 2011. In addition, as part of the merger consideration, we issued approximately 1.0 million options to replace T-3 grants for pre-merger services which have also been included in the computation above. The net income of T-3 that is included in our consolidated condensed financial statements for the three and nine month periods ended May 31, 2012 was approximately $9.2 million and $23.3 million, respectively. The net income of T-3 from the acquisition date that is included in our consolidated condensed financial statements for the three and nine month periods ended May 31, 2011 was approximately $3.3 million and $0.3 million, respectively, which included pre-tax expense of $8.2 million ($5.3—Product ~~million~~Warranties after tax) and $19.7 million ($12.8 million after tax), respectively, related to amortization of intangible assets for opening customer backlog, expense due to inventory write-up values and severance costs.

NOTE 6—Product Warranties

We estimate the warranty accrual based on specific product failures that are known to us plus an additional amount based on the historical relationship of warranty claims to sales.

Changes in our product warranty liability during the period are as follows:

	Nine Months Ended
	Three Months EndedNovember 30, 2012
	May 31, 2012
	(In thousands)
Balance at beginning of the period	$	6,~~853~~320
Warranty expense		21,~~332~~234
Deductions/payments		(2,575	)
Deductions / payments		(1,068	)
Translation adjustment impact		~~(108~~14	)
Balance at end of the period	$	6,~~502~~500

~~NOTE~~8 ~~7—Long-Term Debt~~

	May 31, 2012
	(In thousands)
Debt:
Revolving credit loan	$	—
Other		201
Total debt		201
Less current portion		201
Long-term debt	$	—

NOTE 6—Long-Term Debt

Our Bank Credit Agreement (the “Agreement”) provides that we may borrow, for the term of the Agreement, on a revolving credit basis up to a maximum of $150.0 million at any one time. In addition, under the terms of the Agreement, we are entitled, on up to six occasions prior to the maturity of the loan, subject to the satisfaction of certain conditions, to increase the aggregate commitments under the Agreement in the aggregate principal amount of up to $150.0 million. All outstanding amounts under the Agreement are due and payable on March 16, 2016. Interest is variable based upon formulas tied to a Eurocurrency rate or an alternative base rate defined in the Agreement, at our option. Borrowings, which may also be used for general corporate purposes, are unsecured, but are guaranteed by certain of our subsidiaries. While no amounts are outstanding under the Agreement at May 31, 2012, we have $23.9 million of standby letters of credit outstanding at May 31, 2012. These standby letters of credit are used as security for advance payments received from customers and for future payments to our vendors. Accordingly, under the Agreement, we have $126.1 million of unused borrowing capacity.


	November 30, 2012
	(In thousands)
Debt:
Revolving credit loan	$	—
Other		494

Total debt		494
Less current portion		494

Long-term debt	$	—

~~The~~Our Bank Credit Agreement ~~contains customary~~(the ~~representations~~“Agreement”) ~~and~~provides ~~warranties,~~that ~~default~~we ~~provisions~~may ~~and~~borrow, ~~affirmative~~for ~~and~~the ~~negative~~term ~~covenants,~~of ~~including~~the ~~limitations~~Agreement, on ~~indebtedness~~a revolving credit basis up to a maximum of $150.0 million at any one time. In addition, ~~liens~~under the terms of the Agreement, ~~asset~~we ~~sales~~are entitled, ~~mergers~~on ~~and~~up ~~other~~to ~~fundamental~~six ~~changes~~occasions ~~involving~~prior to the ~~Company~~maturity of the loan, ~~permitted~~subject ~~investments~~to the satisfaction of certain conditions, ~~sales~~to ~~and~~increase ~~lease~~the ~~backs,~~aggregate ~~cash~~commitments ~~dividends~~under the Agreement in the aggregate principal amount of up to $150.0 million. All outstanding amounts under the Agreement are due and ~~share~~payable ~~repurchases~~on March 16, ~~and~~2016. ~~financial~~Interest ~~covenants~~is ~~relating~~variable based upon formulas tied to ~~interest~~a ~~coverage~~Eurocurrency ~~and~~rate ~~leverage~~or an alternative base rate defined in the Agreement, at our option. AsBorrowings, which may also be used for general corporate purposes, are unsecured, but are guaranteed by certain of ~~May~~our subsidiaries. While no amounts are outstanding under the Agreement at November 3130, 2012, we have $27.9 million of standby letters of credit outstanding at November 30, 2012. These standby letters of credit are inused ~~compliance~~as ~~with~~security ~~these~~for ~~covenants~~advance payments received from customers and for future payments to our vendors. Accordingly, under the Agreement, we have $122.1 million of unused borrowing capacity.

10The Agreement contains customary representations and warranties, default provisions and affirmative and negative covenants, including limitations on indebtedness, liens, asset sales, mergers and other fundamental changes involving the Company, permitted investments, sales and lease backs, cash dividends and share repurchases, and financial covenants relating to interest coverage and leverage. As of November 30, 2012, we are in compliance with these covenants.

~~NOTE~~We ~~8—Retirement~~obtained ~~Benefits~~a waiver from the lenders under the Agreement in connection with our pending merger with National Oilwell Varco, because the execution of the Merger Agreement and the merger would cause us to be in default under the Agreement.

NOTE 7—Retirement Benefits

Pension and other postretirement plan costs are as follows:

Pension Benefits

	Three Months Ended						Nine Months Ended
	Three Months EndedNovember 30,
	May 31,						May 31,
	2012			2011
	2012			2011			2012			2011
	(In thousands)
	(In thousands)
Service cost	$	257		$	345
Service cost	$	293		$	406		$	882		$	1,125
Interest cost		1,886			2,028
Interest cost		1,995			2,018			5,999			5,978
Expected return on plan assets		(2,048	)		(1,658	)
Expected return on plan assets		(1,731	)		(1,563	)		(5,181	)		(4,674	)
Amortization of prior service (credit) cost		(16	)		43
Amortization of prior service cost		44			59			131			177
Amortization of unrecognized losses		863			754
Amortization of unrecognized losses		760			1,231			2,280			3,690
Settlement/curtailment expense		493			150
Settlement/curtailment expense		—			—			—			1,203
Net periodic benefit cost	$	1,435		$	1,662
Net periodic benefit cost	$	1,361		$	2,151		$	4,111		$	7,499

WeOther ~~entered~~Postretirement ~~into~~Benefits a new labor agreement at one of our U.S. facilities in the first quarter of fiscal 2011. As a result, we incurred curtailment expense of approximately $1.2 million in the first quarter of fiscal 2011. Curtailment of the pension plan is expected to reduce pension costs in future years.

The Company expects to contribute approximately $21.9 million (including $19.9 million contributed in the first nine months of 2012) to its pension benefit plans in fiscal 2012, compared with the initial estimate of $7.2 million at August 31, 2011. The 2012 year-to-date contributions include a discretionary contribution of $10.0 million.


	Three Months Ended November 30,
	2012		2011
	(In thousands)
Service cost	$	142	$	122
Interest cost		254		292
Amortization of prior service cost		51		51
Amortization of unrecognized losses		153		147

Net periodic benefit cost	$	600	$	612

Other Postretirement Benefits	Three Months Ended				Nine Months Ended
	May 31,				May 31,
	2012		2011		2012		2011
	(In thousands)
Service cost	$	122	$	140	$	366	$	420
Interest cost		292		332		876		996
Amortization of prior service cost		51		53		153		159
Amortization of unrecognized losses		147		150		441		450
Net periodic benefit cost	$	612	$	675	$	1,836	$	2,025

The Company expects fiscal 2013 contributions to approximate the initial contribution estimate made at August 31, 2012.

11NOTE 8—Income Taxes

NOTE 9—Income Taxes

In determining our quarterly provision for income taxes, we use an estimated annual effective tax rate, which is based on various factors, including expected annual income, statutory tax rates, tax planning opportunities in the various jurisdictions in which we operate, permanent items and our ability to utilize various tax credits and net operating loss carryforwards. Subsequent recognition, derecognition and measurement of a tax position taken in a previous period are separately recognized in the quarter in which they occur and can be a source of variability in effective tax rates from quarter to quarter.

The effective tax rate was 28 32.29% for the ~~third~~first quarter of fiscal 2013 and 3132.06% for the ~~nine~~first ~~month~~quarter ~~year-to-date period~~ of fiscal 2012. The ~~2012~~first ~~rates~~quarter ~~were~~ fiscal 2013 rate was lower than the U.S. federal statutory income tax rate ~~and~~due ~~the~~to ~~fiscal~~increased ~~2011~~income in our foreign locations which have lower effective tax rates, ~~primarily~~as ~~due~~well toas ~~audit~~permanent ~~settlements~~deductions inrelated ~~the~~to ~~third~~U.S. ~~quarter~~manufacturing. ofThe ~~fiscal~~prior ~~2012~~year ~~and~~rate ~~the~~was ~~related~~lower ~~release~~than ofthe ~~unrecognized~~U.S. ~~tax~~federal ~~benefits~~statutory ~~balances,~~income astax ~~well~~rate asdue to increased income in our foreign locations which have lower effective tax rates, as well as U.S. tax credits and permanent deductions related to research and development and U.S. manufacturing.

The ~~effective~~balance of unrecognized tax ~~rate~~benefits, ~~for~~including ~~our~~interest ~~continuing operations was 50.3% for the third quarter~~ and ~~42.0%~~penalties, ~~for~~as ~~the nine month year-to-date period~~ of ~~fiscal~~November 30, ~~2011.~~2012 ~~The effective tax rate for the three month~~ and ~~nine month periods ended May~~August 31, ~~2011~~2012 was ~~higher than the U~~$2.S.7 ~~federal statutory tax rate~~million, ~~primarily~~all ~~due the recording~~ of ~~an additional~~which ~~valuation~~would ~~allowance~~affect ofthe ~~$7.0~~effective ~~million for deferred~~ tax ~~assets~~rate ~~for~~if ~~certain~~recognized ofin ~~our~~future ~~foreign locations~~periods.

~~The~~10 balance of unrecognized tax benefits, including interest and penalties, as of May 31, 2012 and August 31, 2011 was $2.7 million and $5.6 million, respectively, all of which would affect the effective tax rate if recognized in future periods. The lower balance of unrecognized tax benefits at end of the third quarter of fiscal 2012 compared with the prior year end resulted from audit settlements in fiscal 2012.

NOTE 109—~~Comprehensive~~Stock ~~Income~~Compensation

~~The~~We ~~following~~sponsor ~~table~~a ~~sets~~long-term ~~forth~~incentive stock plan to provide for the ~~reconciliation~~granting of ~~net~~stock-based ~~income~~compensation to ~~comprehensive~~certain ~~income:~~officers and other key employees. Under the plan, the stock option price per share may not be less than the fair market value per share as of the date of grant. Outstanding grants generally become exercisable over a three to four year period. In addition, we sponsor a long-term incentive plan for selected participants who receive share based grants and also earn performance share based awards on varying target levels, based on earnings per share and return on net assets. As of November 30, 2012, we had $3.6 million of compensation expense not yet recognized related to nonvested stock awards. The weighted average period over which this compensation cost will be recognized is 1.7 years. There were 1,500 and 36,042 stock options exercised in the first three months of fiscal 2013 and fiscal 2012, respectively.

	Three Months Ended						Nine Months Ended
	May 31,						May 31,
	2012			2011			2012			2011
	(In thousands)
Net income including noncontrolling interest	$	44,407		$	71,230		$	118,351		$	99,384
Other comprehensive (loss) income:
Foreign currency translation		(14,969	)		(2,849	)		(30,080	)		7,104
Foreign currency realized gain from divested businesses		—			(16,237	)		—			(16,237	)
Pension liability adjustment, net of tax		697			791			2,012			2,374
Pension liability realized loss for divested businesses, net of tax		—			2,415			—			2,415
Comprehensive income		30,135			55,350			90,283			95,040
Less: Comprehensive loss (income) attributable to noncontrolling interest		784			(593	)		1,444			(1,749	)
Comprehensive income attributable to Robbins & Myers, Inc.	$	30,919		$	54,757		$	91,727		$	93,291

Total stock compensation expense for all stock based awards was $0.8 million ($0.5 million after tax) and $0.7 million ($0.4 million after tax) for the first quarter of fiscal 2013 and fiscal 2012, respectively.

~~The~~11 ~~net income of T-3 that is included in our consolidated condensed financial statements for the nine month period ended May 31, 2012 was approximately $23.3 million.~~

~~The~~NOTE ~~net~~10—Business ~~income~~Segments ~~of T-3 from the acquisition date that is included in our consolidated condensed financial statements for the nine month period ended May 31, 2011 was approximately $0.3 million.~~

~~Additionally,~~The ~~the~~following ~~total~~tables ~~income~~present ~~from operations~~information ofabout our ~~divested~~reportable ~~Romaco~~business ~~businesses~~segments. ~~and~~Inter-segment ~~gain~~sales onwere ~~sale~~not ofmaterial ~~the Romaco businesses, net of income taxes, included in our consolidated condensed financial statements for the three~~ and ~~nine month periods ended May 31, 2011~~ were ~~$52.0~~eliminated ~~million and~~at ~~$53.6~~the ~~million,~~consolidated ~~respectively~~level.


	Three Months Ended November 30,
	2012			2011
	(In thousands)

Unaffiliated Customer Sales:
Energy Services	$	159,293		$	146,988
Process & Flow Control		98,005			90,335

Total	$	257,298		$	237,323


Income Before Interest and Income Taxes (“EBIT”):
Energy Services	$	43,235		$	47,298
Process & Flow Control		12,552			10,070
Corporate and Eliminations		(7,898	)		(4,787	)

Total	$	47,889		$	52,581

EBIT (Income before interest and income taxes) is a non-GAAP measure. The Company uses this measure to evaluate its performance and believes this measure is helpful to investors in assessing its performance. A reconciliation of this measure to net income is included in our Consolidated Condensed Income Statement. EBIT is not a measure of cash available for use by the Company.

NOTE 11—~~Stock~~Share ~~Compensation~~Repurchase Program

WeOn ~~sponsor~~October 6, a2011, ~~long-term~~the ~~incentive~~Company ~~stock~~announced ~~plan~~that toits ~~provide~~Board ~~for~~of Directors had authorized the ~~granting~~repurchase of ~~stock-based~~up ~~compensation~~ to ~~certain~~3.0 million ~~officers~~of ~~and~~the ~~other~~Company’s ~~key employees.~~then ~~Under~~outstanding ~~the~~common ~~plan,~~shares ~~the~~in ~~stock~~addition ~~option~~to ~~price~~the approximately ~~per~~1.0 million ~~share~~shares ~~may~~that ~~not~~were available to be ~~less~~repurchased ~~than~~under the ~~fair~~October ~~market~~2008 ~~value~~authorization ~~per~~by ~~share~~the asBoard of Directors (the ~~date of grant~~“Programs”). ~~Outstanding~~By ~~grants~~June ~~generally~~2012, ~~become~~the ~~exercisable~~Company ~~over~~had asubstantially ~~three~~completed toall ~~four~~the ~~year~~repurchases ~~period.~~under the InPrograms ~~addition,~~resulting wein ~~sponsor~~the ~~a long-term~~repurchase ~~incentive~~of ~~plan~~$187.2 ~~for~~million ~~selected~~of ~~participants~~its ~~who~~common ~~earn~~shares ~~performance~~in ~~share~~fiscal ~~awards~~2012, onat ~~varying~~the ~~target~~average ~~levels,~~price ~~based~~of on$47.07 ~~earnings~~ per share, ~~and~~including ~~return on net assets~~0.4 million Asshares ofthat ~~May 31,~~were ~~2012,~~repurchased wefor ~~had~~ $415.6 million ofin ~~compensation~~the ~~expense~~three ~~not~~month ~~yet recognized related to nonvested stock awards. The weighted average~~ period ~~that~~ended November 30, ~~this compensation cost will be recognized is 2~~2011.0 ~~years.~~These ~~There~~shares were ~~approximately~~accounted ~~0.2 million~~as ~~and~~treasury ~~0.7 million~~shares ~~stock~~and ~~options~~were ~~exercised~~funded infrom the ~~first~~Company’s ~~nine~~available ~~months~~cash ~~of fiscal 2012 and fiscal 2011, respectively~~balances.

~~Total~~On June 25, ~~stock~~2012, ~~compensation~~the ~~expense~~Company’s ~~for~~Board ~~all~~of ~~stock~~Directors ~~based~~authorized ~~awards~~the ~~for~~repurchase ~~the~~of ~~first~~up ~~nine~~to ~~months~~2.0 million of ~~fiscal 2012~~the ~~and~~Company’s ~~2011~~then ~~was~~outstanding ~~$2.3~~common ~~million~~shares (~~$1.5~~the ~~million~~“June ~~after~~2012 ~~tax~~Program”). ~~and~~There ~~$3.7~~were ~~million~~no ~~($2.4~~repurchases ~~million~~under ~~after~~the ~~tax),~~June ~~respectively.~~2012 Program ~~The~~in ~~nine~~fiscal ~~month~~2012 ~~period~~or ofin ~~fiscal~~the ~~2011~~first ~~included~~quarter ~~approximately~~of $2fiscal 2013.0 ~~million~~Under ofthe ~~stock~~terms ~~compensation~~of ~~expense~~the ~~which~~definitive ~~resulted~~merger ~~from~~agreement ~~accelerated vesting~~with ofNOV, ~~certain~~we ~~stock~~have ~~awards~~agreed ~~upon~~not ~~the~~to ~~acquisition~~repurchase ofour ~~T-3,~~common ~~pursuant~~shares tounder the ~~terms~~June 2012 Program pending consummation of ~~those~~the ~~awards~~merger.

NOTE 12—New Accounting Pronouncement

In July 2012, the Financial Accounting Standards Board issued ASU No. 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment,” that gives both public and nonpublic entities the option to use a qualitative approach to test indefinite-lived intangible assets for impairment. ASU 2012-02 permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the currently prescribed quantitative impairment test by comparing the fair value of the indefinite-lived intangible asset with its carrying value. Otherwise, the quantitative impairment test is not required. This standard is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. This standard will be effective for us beginning in our fiscal 2014. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

NOTE 1213—~~Business~~Fair ~~Segments~~Value Measurements

~~The~~Accounting ~~following~~standards ~~tables~~define ~~present~~fair ~~information~~value ~~about~~based ~~our~~on ~~reportable~~an ~~business~~exit ~~segments.~~price ~~As mentioned in Note 1 above~~model, ~~beginning~~establish ~~with~~a ~~the~~framework ~~first quarter~~for ofmeasuring ~~fiscal~~fair ~~2012,~~value wewhere ~~changed~~ the ~~composition~~Company’s ofassets ~~our~~and ~~reportable~~liabilities ~~segments~~are required to ~~reflect~~be ~~organizational,~~carried ~~management~~at fair values and ~~operational~~provide ~~changes~~for ~~implemented~~certain indisclosures ~~the~~related ~~first~~to ~~quarter~~the ofvaluation ~~fiscal~~methods ~~2012.~~used ~~The~~within ~~Company~~a ~~now~~valuation ~~reports~~hierarchy ~~results~~as inestablished ~~two~~within ~~business~~the ~~segments consisting~~accounting ~~of Energy Services and Process & Flow Control~~standards. ~~The~~This ~~results~~hierarchy ofprioritizes ~~T-3’s~~the ~~operations~~inputs ~~have~~into ~~been~~three ~~included~~broad inlevels ~~our~~as ~~consolidated~~follows. ~~condensed~~Level ~~financial~~1 ~~statements~~inputs are ~~since~~quoted ~~the~~prices ~~acquisition~~(unadjusted) ~~date~~in ofactive ~~January 10,~~markets ~~2011~~for ~~within~~identical ~~our~~assets ~~Energy Services~~or ~~segment~~liabilities. ~~The~~Level ~~customer~~2 ~~sales~~inputs ofare ~~T-3~~quoted prices for ~~the~~similar ~~three~~assets and ~~nine~~liabilities ~~month~~in ~~periods~~active ~~ended May 31~~markets, ~~2012~~quoted ~~included~~prices infor ~~our~~identical ~~operating~~or ~~results~~similar ~~were~~assets ~~$83.6~~in ~~million~~markets ~~and~~that ~~$224.7~~are ~~million~~not active, ~~respectively.~~inputs ~~The~~other ~~EBIT~~than ofquoted ~~T-3~~prices ~~for~~that ~~the~~are ~~three~~observable ~~and~~for ~~nine~~the ~~month~~asset ~~periods ended~~or ~~May 31~~liability, ~~2012~~including ~~included~~interest inrates, ~~our~~yield ~~operating~~curves ~~results~~and ~~were~~credit ~~$15.8~~risks, ~~million~~or ~~and~~inputs ~~$40.5~~that ~~million,~~are ~~respectively.~~derived ~~The~~principally ~~customer~~from ~~sales~~or ~~included~~corroborated inby ~~our~~observable ~~operating~~market ~~results~~data ~~from~~through correlation. ~~the~~Level ~~acquisition~~3 ~~date,~~inputs ~~for~~are ~~the~~unobservable ~~three~~inputs ~~and~~based ~~nine~~on ~~month~~management’s ~~periods~~own ~~ended~~assumptions ~~May 31, 2011~~used ~~were~~to ~~$66.7~~measure ~~million~~assets and ~~$102.2~~liabilities ~~million,~~at ~~respectively~~fair value. ~~The~~A ~~EBIT~~financial ofasset ~~T-3~~or ~~included~~liability’s inclassification ~~our~~within ~~operating~~the ~~results~~hierarchy ~~from~~is ~~the~~determined ~~acquisition~~based ~~date,~~on ~~for~~ the lowest ~~three~~level ~~and~~input ~~nine~~that ~~month~~is ~~periods~~significant ~~ended~~to ~~May 31,~~the ~~2011~~fair ~~were~~value $5measurement.1 ~~million~~There ~~and~~were ~~$0.5~~no ~~million,~~transfers ~~respectively. Inter-segment~~among ~~sales~~fair ~~were~~value ~~not~~hierarchies ~~material~~for ~~and~~any ~~were~~assets ~~eliminated~~or atliabilities during the ~~consolidated~~current ~~level~~three month period.

	Three Months EndedMay 31,						Nine Months EndedMay 31,
	2012			2011			2012			2011
	(In thousands)
Unaffiliated Customer Sales:
Energy Services	$	175,006		$	144,236		$	489,771		$	310,496
Process & Flow Control		91,331			92,822			269,815			251,146
Total	$	266,337		$	237,058		$	759,586		$	561,642
Income Before Interest and Income Taxes (“EBIT”):
Energy Services	$	55,495		$	35,276	(1)	$	153,218		$	79,750	(2)
Process & Flow Control		9,995			9,158			29,586			21,270
Corporate and Eliminations		(3,640	)		(5,752	)		(11,214	)		(22,084	)(3)
Total	$	61,850		$	38,682		$	171,590		$	78,936
							May 31, 2012			Aug. 31, 2011
							(In thousands)
Identifiable Assets:
Energy Services							$	969,289		$	939,144
Process & Flow Control								370,746			388,826
Corporate and Eliminations								156,794			254,996
Total							$	1,496,829		$	1,582,966

A summary of the financial assets that are carried at fair value measured on a recurring basis as of November 30, 2012 and August 31, 2012 is as follows (in thousands):

(1) Includes costs of $2.8 million related to T-3 backlog amortization costs and $5.4 million of expense related to inventory write-up values recorded in cost of sales.


	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

November 30, 2012:

Cash and cash equivalents ⁽¹⁾	$	184,873		—		—


August 31, 2012:

Cash and cash equivalents ⁽¹⁾	$	166,925		—		—

(2) Includes costs of $3.0 million due to merger-related severance costs, $7.2 million related to T-3 backlog amortization costs and $9.5 million of expense due to inventory write-up values recorded in cost of sales.

(3) Includes costs of $5.9 million due to merger-related professional fees and accelerated stock compensation expense.

In addition to the impact of changes in foreign currency exchange rates due to translation of the non-U.S. dollar denominated subsidiary results into U.S. dollars, comparability of segment data is impacted by our acquisition of T-3 in the second quarter of fiscal 2011, as well as general economic conditions in the end markets we serve.

NOTE 13—Share Repurchase Program

On October 6, 2011, the Company announced that its Board of Directors had authorized the repurchase of up to 3.0 million of the Company’s currently outstanding common shares in addition to the approximately 1.0 million shares that were available to be repurchased under the October 2008 authorization by the Board of Directors (the “Programs”). Repurchases under both Programs have generally been made in the open market or in privately negotiated transactions not exceeding prevailing market prices, subject to regulatory considerations and market conditions, and have been funded from the Company’s available cash balances. During the nine month period ended May 31, 2012, 3.4 million shares were repurchased for $163.3 million. As of June 26, 2012, the Company had substantially completed all the repurchases under the Programs resulting in the repurchase of $187.2 million of its common shares in fiscal 2012, at the average price of $47.07 per share.

NOTE 14—New Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06, “Improving Disclosures about Fair Value Measurements,” that amends existing disclosure requirements under ASC 820, by adding required disclosures about items transferring into and out of levels 1 and 2 in the fair value hierarchy; adding separate disclosures about purchase, sales, issuances, and settlements relative to level 3 measurements; and clarifying, among other things, the existing fair value disclosures about the level of disaggregation. This ASU was effective for us in the fourth quarter of fiscal 2010, except for the requirement to provide level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which was effective beginning in our fiscal 2012. The remaining adoption of this standard in fiscal 2012 for level 3 activity disclosure did not have a material impact on our consolidated financial statements.

In December 2010, the FASB issued ASU No. 2010-29, “Disclosure of Supplementary Pro Forma Information for Business Combinations,” that addresses diversity in practice about the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this standard specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior reporting period only. This standard also expands the supplemental pro forma disclosures under ASC 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments in this ASU are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010, with early adoption permitted. This standard was effective for us beginning in our fiscal 2012 and its applicability will depend on future acquisitions. The adoption of this standard did not have a material impact on our consolidated financial statements.

In May 2011, the FASB issued ASU No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs,” that amends the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and disclosing information about fair value measurements. The amendments in this ASU achieve the objectives of developing common fair value measurement and disclosure requirements in U.S. GAAP and IFRSs and improving their understandability. Some of the requirements clarify the FASB’s intent about the application of existing fair value measurement requirements while other amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The amendments in this ASU are effective prospectively for interim and annual periods beginning after December 15, 2011, with no early adoption permitted. This standard was effective for us beginning in our third quarter of fiscal 2012. The adoption of this standard did not have a material impact on our consolidated financial statements.

In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income,” that improves the comparability, consistency, and transparency of financial reporting and increases the prominence of items reported in other comprehensive income by eliminating the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity. The amendments in this standard require that all nonowner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. Under either method, adjustments must be displayed for items that are reclassified from other comprehensive income (“OCI”) to net income, in both net income and OCI. The standard does not change the current option for presenting components of OCI gross or net of the effect of income taxes, provided that such tax effects are presented in the statement in which OCI is presented or disclosed in the notes to the financial statements. Additionally, the standard does not affect the calculation or reporting of earnings per share. In December 2011, the FASB issued ASU No. 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05,” which defers only those changes in ASU No. 2011-05 that relate to the presentation of reclassification adjustments. All other requirements in ASU No. 2011-05 are not affected by this standard, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. For public entities, the amendments in ASU No. 2011-05, as superseded by ASU No. 2011-12, are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011 and are to be applied retrospectively, with early adoption permitted. These standards will be effective for us beginning in our fiscal 2013. We do not expect the adoption of these standards to have a material impact on our consolidated financial statements.

In September 2011, the FASB issued ASU No. 2011-08, “Testing Goodwill for Impairment,” that gives both public and nonpublic entities the option to qualitatively determine whether they can bypass the existing two-step goodwill impairment test under ASC 350-20. Under the new standard, if an entity chooses to perform a qualitative assessment and determines that it is more likely than not (a more than 50 percent likelihood) that the fair value of a reporting unit is less than its carrying amount, it would then perform Step 1 of the annual goodwill impairment test in ASC 350-20 and, if necessary, proceed to Step 2. Otherwise, no further evaluation would be necessary. The decision to perform a qualitative assessment is made at the reporting unit level, and an entity with multiple units may utilize a mix of qualitative assessments and quantitative tests among its reporting units. This standard is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. This standard will be effective for us beginning in our fiscal 2013. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

NOTE 15—Fair Value Measurements

Accounting standards define fair value based on an exit price model, establish a framework for measuring fair value where the Company’s assets and liabilities are required to be carried at fair values and provide for certain disclosures related to the valuation methods used within a valuation hierarchy as established within the accounting standards. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, including interest rates, yield curves and credit risks, or inputs that are derived principally from or corroborated by observable market data through correlation. Level 3 inputs are unobservable inputs based on management’s own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. There were no transfers among fair value hierarchies for any assets or liabilities during the current three and nine month periods.

A summary of the financial assets that are carried at fair value measured on a recurring basis as of May 31, 2012 and August 31, 2011 is as follows (in thousands):

	Quoted Pricesin ActiveMarkets forIdentical Assets(Level 1)		SignificantOtherObservableInputs(Level 2)		SignificantUnobservableInputs(Level 3)
May 31, 2012:
Cash and cash equivalents (1)	$	146,677		—		—
August 31, 2011:
Cash and cash equivalents (1)	$	230,606		—		—

(1)	Our cash and cash equivalents primarily consist of cash in banks, commercial paper and overnight investments in highly rated financial institutions.

Non-Financial Assets and Liabilities at Fair value on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (e.g., when there is evidence of impairment). At ~~May~~November 3130, 2012, no fair value adjustments or fair value measurements were required for nonfinancial assets or or liabilities.

Fair Value of Financial Instruments

The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and debt. The fair values of short-term debt (classified as Level 2) as well as cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate their carrying values because of the short-term nature of these instruments.

~~NOTE~~14 ~~16—Subsequent Event~~

OnNOTE ~~June~~14—Contingencies 25, 2012, the Company’s Board of Directors authorized the repurchase of up to 2.0 million of the Company’s currently outstanding common shares (the “Program”). Repurchases under the Program will generally be made in the open market or in privately negotiated transactions not exceeding prevailing market prices, subject to regulatory considerations and market conditions, and will be funded from the Company’s available cash and credit facilities. The Program will expire when we have repurchased all the authorized shares under the Program, unless terminated earlier by a Board resolution.

17There are claims, suits and complaints arising in the ordinary course of business filed or pending against us. Although we cannot predict the outcome of such claims, suits and complaints with certainty, we do not believe that the disposition of these matters will have a material adverse effect on our financial position, results of operations or cash flows.

The Company is subject to an ongoing investigation by the U.S. Department of Justice (“DOJ”) and the Department of Commerce Bureau of Industry and Security (“BIS”) regarding potential export controls violations arising from certain shipments by our Belgian subsidiary to one customer in Iran, Sudan and Syria in 2005 and 2006. We have cooperated with the investigation and in August 2012, we received a proposed joint settlement offer from DOJ and BIS. We have requested additional information from DOJ and BIS regarding the proposed settlement terms. We have accrued $1.8 million in connection with this matter and the potential settlement, and cannot predict whether or when this matter will be settled or the specific terms of any settlement.

In connection with the proposed merger with an affiliate of National Oilwell Varco, Inc., on August 13, 2012, August 17, 2012, and October 5, 2012, respectively, shareholder derivative and class action complaints were filed in the District Court of Montgomery County, Texas, the United States District Court for the Southern District of Ohio, and the United States District Court for the Southern District of Texas against the Company, our directors, and National Oilwell Varco, Inc. and its affiliate. The complaints allege, among other things, that our directors breached their fiduciary duties to the Company and our shareholders and that National Oilwell Varco aided and abetted our directors’ alleged breaches of their fiduciary duties. The complaints seek, among other things, injunctive relief, rescission of the merger agreement and the plaintiffs’ costs and disbursements in pursuing the actions, including reasonable attorneys’ and experts’ fees. On October 22, 2012, the plaintiff dismissed the action pending in Texas State Court with prejudice and on January 4, 2013, the plaintiff dismissed the action pending in the United States District Court for the Southern District of Texas. The plaintiff in the remaining lawsuit pending in the United States District Court for the Southern District of Ohio agreed not to pursue injunctive relief to enjoin the special meeting of shareholders and in return, we withdrew our pending motion to dismiss and agreed to allow the plaintiff to amend his complaint. Robbins & Myers, our directors and each of the other named defendants are defending and will continue to defend the remaining lawsuit. We do not expect that this lawsuit will have a material adverse effect on our financial condition or results of operations or completion of the merger.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Overview

We are a leading designer, manufacturer and marketer of highly engineered, application-critical equipment and systems for the energy, industrial, chemical and pharmaceutical markets ~~worldwide~~world-wide. ~~With~~By ~~our~~acquiring ~~acquisition of~~ T-3 Energy Services, Inc. ~~(“T-3”)~~in ~~on January 10,~~fiscal 2011 ~~(“the acquisition date”)~~, we ~~are~~have ~~expanding~~ expanded and ~~complementing~~complemented our energy business in our Energy Services segment, and ~~creating~~created a stronger strategic platform with better scale to support future growth. We attribute our success to our close and continuing interaction with customers, our manufacturing, sourcing and application engineering expertise and our ability to serve customers globally. We ~~have~~continue ~~initiated~~to initiate programs to reduce our manufacturing footprint for specific product lines to improve asset utilization, and standardize ~~we have standardized~~ more of the reactor system product offerings to leverage our supply chain, global manufacturing assets and functional resources. We ~~are~~continue ~~continuing~~ to find new ways to ~~leverage~~ improve the business by leveraging strengths across the Company and identify new synergy opportunities. We are creating an organization with cross-functional teams that are focused on working together to further improve our operating performance, and that are committed to continuous improvement, in order to provide incremental improvements in fiscal 2013. Our business groups are focusing on strategies to enhance our aftermarket sales by being more responsive to our customers’ needs and requirements, while developing new products and services to help achieve even greater productivity and profitability. We also expect to continue our streamlining and profit margin expansion efforts in certain businesses in ~~the remainder of~~ fiscal ~~2012~~2013 and pursue our organic and strategic growth initiatives to improve our competitiveness, financial results, long-term profitability and shareholder value.

WeAs ~~continued~~more tofully ~~experience~~described ~~positive~~in ~~results during~~Note ~~the~~2 ~~third~~of ~~quarter~~Notes ofto ~~fiscal~~Consolidated Condensed Financial Statements, on August 8, 2012, inwe ~~major~~entered ~~geographic~~into ~~areas~~a ~~and~~definitive ~~end~~merger ~~markets,~~agreement with ~~most~~National ~~products~~Oilwell ~~achieving~~Varco, ~~revenue~~Inc. ~~growth~~(“NOV,” ~~and~~“National ~~improved~~Oilwell ~~margins~~Varco”), ~~driven~~in byan ~~strong~~all-cash ~~backlog~~transaction at(the “Merger”). Under the ~~beginning~~terms of ~~fiscal~~the ~~2012~~transaction, ~~and~~which ~~higher~~has ~~orders~~been inapproved ~~fiscal~~by ~~2012~~the Boards of Directors of both Robbins & Myers and NOV, ~~along~~upon ~~with benefits~~the ~~from~~closing of the merger, our ~~past~~shareholders ~~restructuring~~will ~~and~~receive ~~continuing~~$60.00 ~~cost~~in ~~containment~~cash ~~initiatives~~for each common share of Robbins & Myers they own. WeThe ~~are~~consummation ~~seeing~~of ~~our~~the ~~energy~~proposed ~~markets~~Merger ~~moderating~~is conditioned upon customary closing conditions, ~~but~~including, ~~remain~~among atothers: ~~relatively~~(1) ~~high~~approval ~~levels~~of ~~and~~the ~~continued~~holders ~~growth~~of inat ~~certain~~least ~~chemical~~two-thirds ~~and~~of ~~industrial~~our ~~markets.~~outstanding Wecommon ~~are~~shares; ~~cautiously optimistic~~(2) ~~that~~the ~~with~~absence ~~our~~of any injunction, law or order ~~trends~~prohibiting the Merger; (3) regulatory approvals, including expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and ~~record~~the ~~backlog~~Competition Act of Canada; (4) in ~~both~~the ~~our~~case of ~~segments~~NOV, atthe absence of any material adverse effect on Robbins & Myers; and (5) in the ~~end~~case of NOV, that the ~~third~~holders ~~quarter~~of not more than 5% of ~~fiscal~~our outstanding common shares exercise dissenters’ rights under Ohio law. On December 27, 2012, weour shareholders ~~will~~approved ~~continue~~the Merger, subject to ~~see~~the ~~improved~~satisfaction ~~operating~~of ~~results~~the ~~through~~remaining closing conditions, and none of our ~~fiscal~~shareholders ~~2012~~exercised dissenters’ rights under Ohio law.

~~With~~Robbins ~~approximately~~& ~~47%~~Myers ofand ~~our~~NOV ~~sales~~have ~~outside~~entered ~~the~~into ~~United~~a ~~States,~~timing weagreement ~~can~~with bethe ~~affected~~United byStates ~~changes~~Department inof ~~currency~~Justice ~~exchange~~(“DOJ”) ~~rates~~pursuant ~~between~~to ~~the~~which ~~U.S.~~Robbins ~~dollar~~& Myers and ~~the foreign~~NOV ~~currencies~~have inagreed ~~non-U.S.~~to ~~countries~~provide inat least ~~which~~30 wedays ~~operate.~~notice ~~Although~~to the ~~U.S.~~DOJ ~~dollar~~prior ~~strengthened~~to ~~against~~consummation ~~most~~ of the ~~other~~Merger. ~~major~~The ~~currencies~~parties inare ~~fiscal~~continuing ~~2012,~~to ~~the~~provide ~~impact~~information onto ~~net~~the ~~income~~DOJ; however, ~~sales~~without ~~and~~DOJ ~~orders~~consent, ~~due~~the toMerger ~~exchange~~cannot ~~rate~~close ~~changes~~prior ~~was~~to ~~not~~February ~~material in~~18, ~~the~~2013. ~~first~~In ~~nine~~addition, ~~months~~as ofannounced ~~fiscal~~by ~~2012~~Robbins & ~~compared~~Myers ~~with~~on ~~the~~December ~~same~~7, ~~period~~2012, inRobbins ~~the~~& ~~prior~~Myers ~~year.~~and ~~Additionally,~~NOV ~~the~~received ~~assets~~a ~~and~~supplemental ~~liabilities~~information ofrequest ~~our~~for ~~foreign~~information ~~operations~~and ~~are~~documents ~~translated~~from at the ~~exchange~~Canadian ~~rates~~Competition inBureau ~~effect~~under at the ~~balance~~Competition ~~sheet~~Act ~~date,~~of ~~with~~Canada. ~~related~~The ~~gains or~~effect ~~losses~~of ~~reported~~the asrequest ais ~~separate~~to ~~component~~extend the ofwaiting ~~our~~period ~~shareholders’~~imposed ~~equity,~~by ~~except~~the ~~for~~Canadian ~~Venezuela~~Act ~~which~~to is30 ~~reported~~days ~~following~~after ~~highly~~Robbins ~~inflationary~~& ~~accounting~~Myers ~~rules~~and ~~under~~NOV ~~U.S.~~have ~~generally~~each ~~accepted~~complied ~~accounting~~with ~~principles (“GAAP”). The strengthening of~~ the ~~U.S.~~request ~~dollar~~(unless ~~against~~that ~~most~~period ~~other~~is ~~foreign~~extended ~~currencies~~voluntarily inby the ~~first~~parties ~~nine~~or ~~months~~terminated ofsooner ~~fiscal~~by ~~2012~~the ~~did~~Canadian ~~not~~Competition ~~materially~~Bureau). Robbins ~~impact~~& ~~our~~Myers ~~consolidated~~and ~~financial~~NOV ~~condition~~are atcooperating ~~the~~with ~~end of~~ the ~~third~~Canadian ~~quarter~~Competition asBureau ~~compared~~to ~~with~~provide the ~~end~~requested ~~of fiscal 2011~~information.

~~Beginning~~Unless ~~with~~expressly ~~the~~noted to ~~first quarter of fiscal 2012, we changed~~ the ~~composition of our reportable segments to reflect organizational~~contrary, ~~management~~all ~~and~~forward-looking ~~operational~~statements ~~changes implemented~~ in the ~~first~~discussion ~~quarter~~and analysis of ~~fiscal~~financial ~~2012.~~condition ~~The~~and ~~Company now reports~~ results ~~in two business segments consisting~~ of ~~Energy Services and Process & Flow Control. The Company previously reported its~~ operations ~~under~~that ~~the~~follows ~~Fluid~~relate ~~Management~~to ~~segment and~~ the ~~Process~~Company ~~Solutions~~on ~~segment.~~a ~~The businesses in our Energy Services segment provide mission~~stand-~~critical~~alone ~~products~~basis ~~to customers in the upstream oil~~ and ~~gas~~are ~~markets~~not ~~for~~reflective ~~use~~of in drilling and exploration, production and completion, and pipeline transmission infrastructure. Major products include power sections for drilling motors, blowout preventers and pressure control products, artificial lift equipment and automation, wellhead products and wellbore wear prevention components, pipeline closures and valves. Our Energy Services segment includes products and services sold under the ~~Robbins &~~impact ~~Myers~~of ~~Energy Systems® and T-3® brands. Our Process & Flow Control segment targets industrial customers in~~ the ~~industrial~~proposed ~~chemical, pharmaceutical, wastewater treatment, food and beverage, and other end markets. Products include glass-lined reactors and thermal heat exchangers,~~merger ~~progressing~~with ~~cavity pumps for industrial applications and surface transfer of viscous fluids, mixing equipment and engineered systems used to filter and process various liquids and materials~~NOV. Primary brands in our Process & Flow Control segment include Pfaudler®, Moyno®, Chemineer® and Edlon®. We believe that this strategic realignment, which is reflected in our financial reporting for all periods presented, will enable us to have greater focus on our primary end markets while creating additional opportunities to more efficiently serve common customers and to leverage strengths across product groups.

18We experienced mixed results in the first quarter of fiscal 2013, with improved Company-wide revenue driven by record backlog in both of our segments at the end of the prior year. We are however seeing demand in our energy markets trending lower due to the drop in North American drilling activity, resulting in lower energy segment orders and margins in the first quarter of fiscal 2013 compared with the same period in the prior year. In contrast, we are continuing to see improved performances in our chemical and industrial markets in major geographic areas and end markets, with most products achieving revenue growth and improved margins, driven by higher backlog at the beginning of fiscal 2013 and higher orders in the first quarter of fiscal 2013, along with benefits from our past restructuring and disciplined cost containment initiatives.

OnWith ~~March 8,~~approximately ~~2012,~~43% ~~unionized~~of ~~employees~~our atsales outside the ~~Company’s~~United ~~Moyno~~States, ~~manufacturing~~we ~~facility~~can be affected by changes in ~~Springfield,~~ ~~Ohio,~~currency ~~(Process &~~exchange ~~Flow~~rates ~~Control~~between ~~segment)~~the ~~rejected~~U.S. dollar and the foreign ~~Company’s~~currencies ~~labor~~in ~~contract~~non-U.S. ~~offer~~countries ~~and~~in ~~initiated~~which awe ~~work~~operate. ~~stoppage~~Although the U.S. ~~Operations~~dollar atstrengthened against many of the ~~facility~~other ~~have~~major ~~continued~~currencies ~~during~~in ~~this~~fiscal ~~work~~2013 ~~stoppage,~~compared ~~and~~with the ~~Company~~same ~~did~~prior ~~not~~year ~~experience~~period, ~~a material~~the ~~effect~~impact inon ~~its~~net ~~third~~income, ~~quarter~~sales ~~fiscal~~and ~~2012~~orders ~~operating~~due ~~results.~~to exchange rate

As16 mentioned above, on January 10, 2011, we acquired 100% of the outstanding common stock and voting interest of T-3. The operating results of T-3 are included in our consolidated financial statements since the acquisition date in our Energy Services segment.

~~During~~ changes was not material in the ~~third~~first quarter of fiscal ~~2011,~~2013 wecompared ~~divested~~with ~~our~~the ~~Romaco~~same ~~businesses~~period ~~(Romaco~~in ~~segment)~~the prior year. ~~This~~Additionally, ~~divestiture~~the ~~was~~assets ~~part~~and liabilities of ~~the~~our ~~Company’s~~foreign ~~portfolio management~~operations ~~process~~are ~~and~~translated ~~operating~~at the ~~strategy~~exchange torates ~~simplify~~in effect at the ~~business~~balance ~~and~~sheet ~~improve~~date, ~~its~~with ~~profit~~related ~~profile~~gains or losses reported as a separate component of our shareholders’ equity, ~~and~~except tofor ~~focus~~Venezuela onwhich ~~growing~~is ~~the~~reported ~~Company~~following ~~around~~highly ~~core~~inflationary ~~competencies~~accounting rules under U.S. generally accepted accounting principles (“GAAP”). The ~~results~~marginal weakening of ~~operations~~the ~~for~~U.S. dollar against most other foreign currencies in the first quarter of fiscal 2013 did not materially impact our ~~Romaco~~financial ~~segment~~condition ~~are~~at ~~reported~~the asend ~~discontinued~~of ~~operations~~the ~~for~~quarter ~~all~~as ~~periods~~compared ~~presented~~with end of fiscal 2012.

~~With~~Our ~~the sale of the Romaco segment and our realignment as discussed above, our~~ business consists of two market-focused segments: Energy Services and Process & Flow Control.

Energy Services. Order levels from customers served by our Energy Services segment ~~moderated~~softened in the ~~third~~first quarter of fiscal 2013 compared with the prior year period. Demand for our energy products was lower in fiscal ~~2012,~~2013 ~~but~~from ~~continued~~prior year trends due to bean ~~stronger~~increased inavailable ~~the~~supply ~~third~~of ~~quarter~~oil and ~~the~~natural ~~year~~gas world-towide, resulting in pull-~~date~~back ~~nine~~in ~~months~~oil prices and lower rig count. Record backlog at the beginning of fiscal ~~2012~~2013 resulted in higher sales volume in the first quarter of fiscal 2013 compared with the ~~comparable~~same ~~periods~~period ofin the prior year; however, the demand for our power sections used in drilling motors was lower in fiscal 2013 resulting in lower margins year-over-year. Our primary objectives for this segment are to grow sales by ~~increasing our capacity to meet current demand,~~ expanding our geographic reach, improving our selling and product management capabilities, commercializing new products in our niche market sectors, developing new customer relationships, and expanding our aftermarket business. Our Energy Services business segment designs, manufactures, markets, repairs and services equipment and systems including power sections for drilling motors, blow-out preventers, ~~downhole progressing cavity pumps, drive systems and controllers,~~ wellhead equipment, frac manifolds and trees, high pressure engineered gate valves, and a broad line of ancillary equipment for the energy sector, such as rod guides, rod and tubing rotators, pipeline closure products and valves. These products are primarily used in upstream oil and gas exploration and recovery applications.

Process & Flow Control. Order levels in our Process & Flow Control segment ~~trended~~continued their upward trend in the ~~third~~first quarter ~~and~~of ~~year-to-date~~fiscal ~~nine~~2013, ~~months~~especially ofin ~~fiscal~~our ~~2012~~industrial mixers and reactor products in developed regions, relative to the comparable period ~~periods~~ of the prior year. ~~Pricing~~By isincreasing ~~beginning~~our topresence ~~show~~around ~~improvement~~the globe, especially in ~~fiscal~~the ~~2012~~developing regions, ~~but~~and ~~has~~by ~~not~~placing ~~fully~~greater ~~recovered~~emphasis on pricing and sales targets to assume greater market coverage, ~~especially~~we achieved higher sales volume and profitability in this segment in fiscal 2013, compared with the ~~European~~same ~~chemical~~period ~~markets~~in the prior year. Our primary objectives for this segment are to reduce operating costs in developed regions, increase manufacturing capabilities in low cost areas, standardize our products to increase operating flexibility, integrate our global operations and increase our focus on aftermarket opportunities. Our Process & Flow Control business segment designs, manufactures and services glass-lined reactors and storage vessels, customized equipment and systems and customized fluoropolymer-lined fittings, industrial progressing cavity pumps and complementary products such as grinders and customized fluid-agitation equipment and systems primarily for the pharmaceutical, industrial and specialty chemical markets.

1917

The following tables present the components of our ~~consolidated~~Consolidated ~~income~~Condensed ~~statement~~Income Statement and segment information for ~~our~~ ~~continuing operations for~~ the ~~three~~first ~~and~~quarter ~~nine month periods~~ of fiscal ~~2012~~2013 and ~~2011~~2012.

			Three Months Ended							Nine Months Ended
	Three Months EndedNovember 30,
			May 31,							May 31,
	2012				2011
			2012				2011			2012			2011
Net sales		100.0	%			100.0	%
Net sales				100.0	%			100.0	%		100.0	%		100.0	%
Cost of sales		63.2				59.7
Cost of sales				61.2				63.7			60.4			63.5
Gross profit		36.8				40.3
Gross profit				38.8				36.3			39.6			36.5
Selling, general and administrative expenses		16.9				18.1
Selling, general and administrative expenses				15.6				18.8			17.0			19.5
Other expense		1.3				—
Other expense				—				1.2			—			2.9
EBIT		18.6	%			22.2	%
EBIT (1,2)				23.2	%			16.3	%		22.6	%		14.1	%

(1) Includes costs for the three month period ended May 31, 2011 of $2.8 million (1.2% of net sales for the three month period ended May 31, 2011) related to T-3 backlog amortization, which are included in Other expense, and $5.4 million (2.3% of net sales for the three month period ended May 31, 2011) of expense related to inventory write-up values recorded in Cost of sales.


	Three Months Ended November 30,
	2012			2011
	(In thousands, except percents)
Segment
Energy Services:
Sales	$	159,293		$	146,988
EBIT		43,235			47,298
EBIT %		27.1	%		32.2	%

Process & Flow Control:
Sales	$	98,005		$	90,335
EBIT		12,552			10,070
EBIT %		12.8	%		11.1	%

~~(2)~~Comparability ~~Includes costs for the nine month period ended May 31, 2011~~ of ~~$16.1~~segment ~~million~~data ~~(2.9%~~is ofimpacted ~~net~~by ~~sales for~~ the ~~nine~~changes ~~month~~in ~~period~~foreign ~~ended~~currency ~~May~~exchange ~~31,~~rates ~~2011)~~ due to ~~merger-related~~translation ~~severance~~of ~~costs,~~our non-U.S. ~~professional~~dollar ~~fees,~~denominated ~~stock~~subsidiary ~~compensation~~results ~~expense~~into ~~and backlog amortization, which are included in Other expense, and $9~~U.~~5 million (1~~S.7% ~~of net sales for the nine month period ended May 31~~dollars, ~~2011)~~as ofwell ~~expense~~as ~~due~~general toeconomic ~~inventory~~conditions ~~write-up~~in ~~values~~the ~~recorded~~end inmarkets ~~Cost~~we ~~of sales~~serve.

	Three Months Ended						Nine Months Ended
	May 31,						May 31,
	2012			2011			2012			2011
	(In thousands, except percents)
Segment
Energy Services:
Sales	$	175,006		$	144,236		$	489,771		$	310,496
EBIT (1,2)		55,495			35,276			153,218			79,750
EBIT %		31.7	%		24.5	%		31.3	%		25.7	%
Process & Flow Control:
Sales	$	91,331		$	92,822		$	269,815		$	251,146
EBIT		9,995			9,158			29,586			21,270
EBIT %		10.9	%		9.9	%		11.0	%		8.5	%

(1) Includes costs for the three month period ended May 31, 2011 of $2.8 million related to T-3 backlog amortization costs and $5.4 million of expense due to inventory write-up values recorded in Cost of sales.

(2) Includes costs for the nine month period ended May 31, 2011 of $3.0 million due to merger-related severance costs, $7.2 million related to T-3 backlog amortization costs and $9.5 million of expense due to inventory write-up values recorded in Cost of sales.

Comparability of segment data for our continuing operations is impacted by the changes in foreign currency exchange rates due to translation of our non-U.S. dollar denominated subsidiary results into U.S. dollars, acquisition of T-3 (included in our Energy Services segment) on January 10, 2011, as well as general economic conditions in the end markets we serve.

20Three months ended November 30, 2012 and November 30, 2011

Three months ended May 31, 2012 and May 31, 2011

Net Sales

Consolidated net sales ~~from~~ ~~continuing operations~~ for the ~~third~~first quarter of fiscal ~~2012~~2013 were $~~266~~257.3 million, $2920.30 million higher than net sales ~~from continuing operations~~ for the ~~third~~first quarter of fiscal ~~2011~~2012. Excluding the impact of currency translation, net ~~sales~~ sales increased by $3321.51 million, or 149%, due to higher sales in both of our segments.

The Energy Services segment, had sales of $~~175~~159.0 3 million in the ~~third~~first quarter of fiscal ~~2012~~2013 compared with $~~144~~147.20 million in the ~~third~~first quarter of fiscal ~~2011~~2012, an increase of $12.3 million. Excluding currency translation, sales increased $3111.8 million, or 228%. This increase was primarily ~~due~~driven toby record ~~strong~~backlog ~~growth~~at the end of fiscal 2012. Fiscal 2013 saw a softening in ~~horizontal~~the ~~rigs~~North American drilling activity, asresulting in lower investments by companies in the exploration and production ~~companies~~to ~~invested~~capture ~~in drilling~~oil ~~activities~~and ingas ~~North~~from ~~America~~shale formations. ~~Orders~~Consequently, orders for this segment were impacted byin the ~~same~~first ~~factors~~quarter of fiscal 2013 and at $~~175~~145.92 million, were $824.78 million, or 515% ~~higher~~lower than the comparable period in the prior year, excluding currency impact. Ending backlog at ~~May~~ November 3130, 2012 was $~~172~~155.36 million compared with $~~121~~143.30 million at ~~August~~November 3130, 2011 ~~and $122~~.2 ~~million at May 31, 2011.~~

The Process & Flow Control segment had sales of $91.3 million in the third quarter of fiscal 2012 compared with $92.8 million in the third quarter of fiscal 2011. Excluding the impact of currency translation, sales increased $1.8 million, or 2%, over the prior year period due to general market conditions. Segment orders were strong at $109.9 million, and were 16% higher than the third quarter fiscal 2011. Excluding currency impact, orders in the third quarter of fiscal 2012 increased $18.8 million, or 20%, over the comparable period of fiscal 2011, reflecting improved market conditions in certain served end markets. Ending backlog at May 31, 2012 was $142.7 million compared with $129.8 million at August 31, 2011 and $125.7 million at May 31, 2011.

The Process & Flow Control segment had sales of $98.0 million in the first quarter of fiscal 2013 compared with $90.3 million in the first quarter of fiscal 2012, an increase of 8%. Excluding the impact of currency translation, sales increased $9.3 million, or 10%, over the prior year period, driven by high backlog at the beginning of fiscal 2013 and higher orders in fiscal 2013. Orders for this segment were $101.2 million in the first quarter of fiscal 2013 and were 20% higher than the $84.6 million in the prior year period. Adjusting for changes in currency exchange rates, orders increased by $18.9 million, or 22%, from the prior year period, reflecting improved conditions in most of our end markets. Ending backlog continued to grow in fiscal 2013. Ending backlog at November 30, 2012 was $142.7 million compared with $116.9 million at November 30, 2011.

Income Before Interest and Income Taxes (EBIT)

Consolidated EBIT for the ~~third~~first quarter of fiscal ~~2012~~2013 was $6147.9 million, ana ~~increase~~decrease of $234.27 million from the ~~third~~first quarter of fiscal ~~2011~~2012. ~~Excluding~~This decrease ~~the~~in ~~impact of currency translation,~~ EBIT ~~increased by $23.6 million~~, orinspite ~~61%.~~of ~~There~~higher ~~were~~sales ~~lower non-acquisition related corporate costs~~ in fiscal ~~2012 of $2.1 million~~2013, asresulted ~~described below. The remaining increase of $21.5 million was~~ primarily ~~attributable~~ due to ~~the~~an ~~higher~~unfavorable ~~sales~~product ~~volume~~mix, ~~described~~especially ~~above~~ in our Energy Services segment, ~~a $1.8 million favorable litigation settlement~~ and ~~$8.2~~higher ~~million~~costs ~~of merger~~ related ~~expenses~~to inour ~~fiscal~~pending ~~2011,~~merger aswith ~~described below~~NOV. The exchange rate impact on consolidated EBIT was minimal.

The Energy Services segment had EBIT of $5543.52 million in the ~~third~~first quarter of fiscal ~~2012,~~2013 compared with $3547.3 million in the ~~third~~first quarter of fiscal ~~2011, an increase of $20~~2012.2 ~~million. The prior year~~ EBIT ~~included~~decreased ~~non-recurring~~mainly ~~merger~~due ~~related~~to ~~expenses~~an ofunfavorable ~~$8.2~~sales ~~million~~mix ~~for~~compared ~~higher~~with ~~amortization related to customer backlog and~~ the ~~expense~~first ~~due~~quarter toof ~~inventory~~fiscal ~~write-up~~2012, ~~values.~~as ~~The remaining~~sales ~~increase in EBIT~~ of ~~$12.0 million was mainly due to the~~ higher ~~sales~~margin ~~volume~~drilling ~~described~~system ~~above~~products ~~and~~were alower ~~$1.8~~compared ~~million~~with ~~favorable litigation settlement in~~ the ~~third~~prior ~~quarter of fiscal 2012~~year. The exchange rate impact ~~on EBIT~~ was minimal.

The Process & Flow Control segment had EBIT of $1012.06 million in the ~~third~~first quarter of fiscal ~~2012~~2013 compared with $910.2 1 million in the ~~third~~first quarter of fiscal ~~2011~~2012, an increase of $02.85 million. ~~This~~The increase in EBIT ~~was~~is ~~mainly~~ due principally to the higher sales volume ~~increase described above and improved project pricing~~ in fiscal ~~2012~~2013. ~~Foreign~~The ~~currency~~exchange ~~had~~rate no impact onwas ~~EBIT in the quarter~~minimal.

Corporate costs were $3.1 million higher in the ~~third~~first quarter of fiscal ~~2012~~2013 ~~were~~compared ~~$2.1~~with ~~million lower than~~ the same period in ~~the~~fiscal ~~prior~~2012, ~~year~~ primarily due to ~~foreign currency~~legal, ~~gains~~advisory inand ~~the~~professional ~~current~~costs ~~year~~of ~~and~~$3.3 ~~higher~~million ~~consultant~~in ~~costs~~fiscal 2013 related to ~~strategic~~our ~~and~~pending ~~legal~~merger ~~matters~~with ~~in fiscal 2011~~NOV.

Income Taxes

The effective tax rate ~~for continuing operations~~ was 2832.29% for the ~~third~~first quarter of fiscal ~~2012~~2013 compared with 5032.36% in the prior year period. The effective tax rate for the three month period ended ~~May~~November 3130, 2012 was lower than the U.S. federal statutory tax rate ~~and the comparable period fiscal 2011 rate, primarily~~ due to ~~audit~~increased ~~settlements~~income in ~~the~~our ~~third~~foreign ~~quarter~~locations ofwhich ~~fiscal~~have ~~2012 and~~lower ~~the~~effective ~~related release of unrecognized~~ tax ~~benefits balances~~rates, as well as ~~increased~~permanent ~~income~~deductions inrelated ~~our~~to ~~foreign locations which have lower effective tax rates~~U.S. manufacturing.

The ~~effective~~first ~~tax rate for the third~~ quarter fiscal ~~2011~~2012 ofrate ~~50.3%~~ was ~~higher~~lower than the U.S. federal statutory income tax rate ~~primarily~~ due to ~~the~~increased ~~recording~~income ofin anour ~~additional~~foreign ~~valuation~~locations which ~~allowance~~have oflower ~~$7.0~~effective ~~million for~~tax ~~certain~~rates, ~~deferred~~as well as U.S. tax ~~assets~~credits inand ~~our~~permanent ~~Process &~~deductions ~~Flow~~related ~~Control~~to ~~segment~~research and development and U.S. manufacturing.

2119

Nine months ended May 31, 2012 and May 31, 2011

Net Sales

Consolidated net sales from continuing operations for the first nine months of fiscal 2012 were $759.6 million; $197.9 million higher than net sales for the same period of fiscal 2011. Excluding the impacts of currency translation and the T-3 acquisition, sales increased by $81.9 million, or 18%, due to higher sales in both of our segments in fiscal 2012.

The Energy Services segment had sales of $489.8 million in the first nine months of fiscal 2012 compared with $310.5 million in the same period of fiscal 2011. The T-3 acquisition contributed $122.5 million in additional sales over the prior year period, with $79.5 million due to T-3 being owned for only a partial period of the prior year and the remaining due to strong demand in fiscal 2012, as discussed below. Excluding the impacts of currency and the T-3 acquisition, sales for the first nine months of fiscal 2012 increased by $58.1 million, or 28%, compared with the same period in the prior year. This volume increase was primarily due to higher customer demand resulting from higher oil prices worldwide in the first nine months of the year and increased expenditure for drilling activity in North America. Orders for this segment were strong at $541.6 million in the first nine months of fiscal 2012 compared with $352.0 million in the same prior year period. Excluding currency and acquisition impacts, orders in the first nine months of fiscal 2012 grew $69.5 million, or 33%. Ending backlog at May 31, 2012 was $172.3 million compared with $121.3 million at August 31, 2011 and $122.2 million at May 31, 2011.

The Process & Flow Control segment had sales of $269.8 million in the first nine months of fiscal 2012, higher than the $251.1 million recorded in the same period of fiscal 2011, an increase of $18.7 million. Excluding the impact of currency translation, sales in the first nine months of fiscal 2012 increased $23.8 million, or 9%, over the comparable prior year period. Segment orders in the first nine months of fiscal 2012 increased by $30.2 million, or 12%, from the same period in the prior year period due to improved demand in certain served end markets. Excluding currency impact, orders in the first nine months of fiscal 2012 increased by $34.6 million, or 13%, over the same period of fiscal 2011. Ending backlog at May 31, 2012 was $142.7 million compared with $129.8 million at August 31, 2011 and $125.7 million at May 31, 2011.

Income Before Interest and Income Taxes (EBIT)

Consolidated EBIT for the first nine months of fiscal 2012 was $171.6 million, an increase of $92.7 million from the same period of the prior year. Excluding the impacts of currency translation and the T-3 acquisition, EBIT increased by $53.0 million. There were lower non-acquisition related corporate costs of $5.0 million, described below, a favorable legal settlement of $1.8 million in fiscal 2012 and fiscal 2011 included pension curtailment costs of $1.2 million which did not recur in fiscal 2012. The remaining increase of $45.0 million was primarily attributable to the higher sales volume described above in both of our segments and favorable product sales mix in our Energy Services segment. The exchange rate impact on EBIT was minimal.

The Energy Services segment had EBIT of $153.2 million in the first nine months of fiscal 2012, compared with $79.8 million in the same prior year period, an increase of $73.4 million. The T-3 business acquired in the second quarter of fiscal 2011 contributed $40.0 million of the increase as it had EBIT of $40.5 million in the first nine months of fiscal 2012 compared with an EBIT of $0.5 million in the comparable period of the prior year. The prior year EBIT included expenses of $19.7 million for higher amortization related to customer backlog, severance, other merger-related costs and expense due to inventory write-up values. The remaining increase in EBIT of $33.4 million was mainly due to the higher sales volume described above, an improved product sales mix and a favorable legal settlement of $1.8 million in fiscal 2012. The exchange rate impact on EBIT was minimal.

The Process & Flow Control segment had EBIT of $29.6 million in the first nine months of fiscal 2012 compared with $21.3 million in the comparable period of fiscal 2011, an increase of $8.3 million, or 39%. The increase in EBIT was due principally to the higher sales volume in fiscal 2012 described above and $1.2 million of pension curtailment costs in the first quarter of fiscal 2011 related to one of our U.S. operations that did not recur in fiscal 2012. The exchange rate impact on EBIT was minimal.

Corporate costs were $10.9 million lower in the first nine months of fiscal 2012 compared with the same period in fiscal 2011, $5.0 million primarily due to lower compensation costs related to the departure of an executive officer in the second quarter of fiscal 2012, lower pension costs, lower legal costs and foreign currency gains. There were also $5.9 million of costs relating to the T-3 merger in fiscal 2011 that did not recur in fiscal 2012.

Income Taxes

The effective tax rate for continuing operations was 31.0% for the first nine months of fiscal 2012 compared with 42.0% in the comparable prior year period. The current year effective tax rate was lower than the U.S. statutory tax rate and the prior year rate, primarily due to audit settlements in the third quarter of fiscal 2012 and the related release of unrecognized tax benefits balances, as well as increased income in our foreign locations which have lower effective tax rates. Additionally, the nine month period of fiscal 2011 included the recording of an additional valuation allowance of $7.0 million for certain deferred tax assets in our Process & Flow Control segment.

Liquidity and Capital Resources

Operating Activities

In the first ~~nine~~quarter ~~months~~ of fiscal ~~2012~~2013, our cash inflow from operating activities was $~~107~~24.56 million, compared with $2528.79 million in the same period of the prior year. This ~~increase,~~decrease ~~despite~~occurred ~~our~~primarily ~~higher~~due ~~pension~~to ~~payments~~lower ofincome ~~approximately~~in ~~$7.7~~the ~~million~~first ~~for~~quarter ~~U.S.~~of ~~plans in~~ fiscal ~~2012,~~2013 ~~occurred~~relative ~~primarily~~to ~~because~~the ~~of higher~~comparable ~~net~~period ~~income~~in ~~from~~the ~~continuing~~prior ~~operations~~year. There ~~and~~was ~~lower~~an ~~investment~~increase in ~~accounts~~working ~~receivable~~capital ~~and~~investment ~~accounts~~in ~~payable.~~the ~~The~~ first ~~nine~~three months of fiscal ~~2011~~2013 ~~included~~which ~~payments~~reduced ~~related~~our tooperating ~~accruals~~cash inflow, ~~the~~but ~~opening~~it ~~balance~~was ~~sheet~~comparable ofto ~~T-3~~the prior year period. Our cash flows from operating activities can fluctuate significantly from period to period due to working capital needs, the timing of payments for items such as income taxes, ~~restructuring activities,~~ pension funding and other items.

We expect our available cash, fiscal ~~2012~~2013 operating cash flow and amounts available under our credit agreement to be adequate to fund fiscal ~~2012~~2013 operating needs, shareholder dividends, capital expenditures, and additional share repurchases, if any.

Investing Activities

Our financial condition continues to remain strong at the end of the ~~third~~first quarter of fiscal ~~2012~~2013, with resources available for reinvestment in existing businesses. ~~and~~The ~~strategic~~level ~~acquisitions~~of our capital expenditures is also limited under the Merger Agreement. Our capital expenditures were $205.81 million in the first ~~nine~~quarter ~~months~~ of fiscal 2013 compared with $6.8 million in the first quarter of fiscal 2012. ~~and~~Our ~~related~~capital expenditures in fiscal 2013 primarily tosupported our sales growth and cost reduction initiatives.

Our cash outflows relating to investing activities for the first nine months of fiscal 2011 of $15.4 million included $90.4 million of cash used for the T-3 acquisition, net of cash acquired; cash proceeds from sale of our Romaco businesses of $89.2 million; and $14.2 million of capital expenditures.

Financing Activities

Our cash outflows from financing activities for the first ~~nine~~ three months of fiscal ~~2012~~2013 were $~~163~~2.52 million, which ~~included~~related primarily ~~$163.3~~to ~~million~~cash individend ~~share repurchases, as more fully described in Note 13 of the financial statements~~payments.

~~The~~Our ~~decrease~~cash inoutflows ~~net proceeds~~ from ~~stock~~financing activities infor ~~fiscal 2012 primarily resulted from fewer stock option exercises in~~ the ~~current~~first ~~year.~~three ~~Fiscal~~months ~~2011~~of ~~included~~fiscal ~~the~~2012 ~~exercise~~were ~~of approximately 0~~$16.7 3 million, ~~stock~~primarily ~~options~~for ~~resulting~~$15.6 million in ~~cash~~share ~~proceeds of approximately $17~~repurchases.1 ~~million.~~

23On October 6, 2011, the Company announced that its Board of Directors had authorized the repurchase of up to 3.0 million of the Company’s then outstanding common shares in addition to the approximately 1.0 million shares that were available to be repurchased under the October 2008 authorization by the Board of Directors (the “Programs”). The Company repurchased approximately 0.4 million shares that were repurchased for $15.6 million in the three month period ended November 30, 2011.

By June 2012, the Company had substantially completed all the repurchases under the Programs. On June 25, 2012, the Company’s Board of Directors authorized the repurchase of up to 2.0 million of the Company’s then outstanding common shares (the “June 2012 Program”). There were no repurchases under the June 2012 Program in the first quarter of fiscal 2013. Under the terms of the definitive merger agreement with NOV, we have agreed not to repurchase our common shares under the June 2012 Program pending consummation of the merger.

Credit Agreement

Our Bank Credit Agreement (the “Agreement”) provides that we may borrow, for the five-year term of the Agreement, on a revolving credit basis up to a maximum of $150.0 million at any one time. In addition, under the terms of the Agreement, we are entitled, on up to six occasions prior to the maturity of the loan, subject to the satisfaction of certain conditions, to increase the aggregate commitments under the Agreement in the ~~aggregate~~ aggregate principal amount of up to $150.0 million. All outstanding amounts under the Agreement are due and payable on March 16, 2016. Interest is variable based upon formulas tied to a Eurocurrency rate or an alternative base rate defined in the Agreement, at our option. Borrowings, which may also be used for general corporate purposes, are unsecured, but are guaranteed by certain of our subsidiaries. While no amounts are outstanding under the Agreement at ~~May~~November 3130, 2012, we have $2327.9 million of standby letters of credit outstanding at ~~May~~November 3130, 2012. These standby letters of credit are used as security for advance payments received from customers and for future payments to our vendors. Accordingly, under the Agreement, we have $~~126~~122.1 million of unused borrowing capacity.

The Agreement contains customary representations and warranties, default provisions and affirmative and negative covenants, including limitations on indebtedness, liens, asset sales, mergers and other fundamental changes involving the Company, permitted investments, sales and lease backs, cash dividends and share repurchases, and financial covenants relating to interest coverage and leverage. As of ~~May~~November 3130, 2012, we are in compliance with these covenants.

~~Following is~~We ~~information~~obtained ~~regarding~~a waiver from the lenders under the Agreement in connection with our ~~long-term~~pending ~~contractual~~merger ~~obligations~~with ~~and~~National ~~other~~Oilwell ~~commitments~~Varco, ~~outstanding~~because asthe execution of ~~May 31,~~the ~~2012:~~Merger Agreement and the merger would cause us to be in default under the Agreement.

	Payments Due by Period
Long-term contractual obligations	Total		Oneyear orless		Two tothreeyears		Four tofiveyears		Afterfiveyears
	(In thousands)
Long-term debt	$	201	$	201	$	—	$	—	$	—
Operating leases (1)		21,000		6,000		9,000		4,000		2,000
Total contractual cash obligations	$	21,201	$	6,201	$	9,000	$	4,000	$	2,000

Following is information regarding our long-term contractual obligations and other commitments outstanding as of November 30, 2012:

(1) Operating leases are estimated as of May 31, 2012, and consist primarily of building and equipment leases.


	Payments Due by Period
Long-term contractual obligations	Total		One year or less		Two to three years		Four to five years		After five years
	(In thousands)
Debt	$	494	$	494	$	—	$	—	$	—
Operating leases ⁽¹⁾		17,000		6,000		8,000		2,000		1,000

Total contractual cash obligations	$	17,494	$	6,494	$	8,000	$	2,000	$	1,000

~~Unrecognized~~(1) ~~tax~~Operating ~~benefits,~~leases ~~including interest and penalties, in the amount of $2.7 million at May 31, 2012, have been excluded from the table because we~~ are ~~unable~~estimated toas ~~make a reasonably reliable estimate~~ of ~~the~~November ~~timing of the future payments. The only other commercial commitments outstanding at May 31~~30, 2012 ~~were~~and ~~standby~~consist ~~letters~~primarily of ~~credit~~building ofand ~~$23.9~~equipment ~~million, which are substantially due within one year~~leases.

24Unrecognized tax benefits, including interest and penalties, in the amount of $2.7 million as of November 30, 2012, have been excluded from the table because we are unable to make a reasonably reliable estimate of the timing of the future payments. The only other commercial commitments outstanding were standby letters of credit of $27.9 million, which are substantially due within one year.

Critical Accounting Policies

In preparing our consolidated financial statements, we follow accounting principles generally accepted in the United States of America, which in many cases require us to make assumptions, estimates and judgments that affect the amounts reported. Many of these policies are straightforward. There are, however, some policies that are critical because they are important in determining the financial condition and results of operations and some may involve management judgments due to the sensitivity of the methods, assumptions and estimates necessary in determining the related income statement, asset and/or liability amounts. These policies are described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Report on Form 10-K for the year ended August 31, ~~2011~~2012. There have been no material changes in the accounting policies followed by us during fiscal ~~year 2012~~2013.

Safe Harbor Statement

In addition to historical information, this report contains forward-looking statements identified by use of words such as “expects,” “anticipates,” “believes,” and similar expressions. These statements reflect management’s current expectations and involve known and unknown risks, uncertainties, contingencies and other factors that could cause actual results, performance or achievements to differ materially from those stated. The most significant of these risks and uncertainties are described in our Annual Report on Form 10-K for the year ended August 31, ~~2011~~2012 ~~filed~~and other current filings with the Securities and Exchange Commission and include, but are not limited to: satisfaction of the conditions to the closing of the merger with NOV (including the receipt of regulatory approvals and completion of certain compliance due diligence); uncertainties as to the timing of the merger; costs and difficulties relating to the proposed merger; inability to retain key personnel; changes in the demand for or ~~the~~ price of oil and/or natural gas; a significant decline in capital expenditures within the markets served by the Company; the failure of our Energy Services products used in oil and gas exploration, development and production; the possibility of product liability lawsuits that could harm our businesses; ~~inability to retain key personnel;~~ the ability to realize the benefits of restructuring programs; increases in competition; changes in the availability and cost of raw materials; foreign exchange rate fluctuations as well as economic or political instability in international markets and performance in hyperinflationary environments, such as Venezuela; work stoppages related to union negotiations; customer order cancellations; events or circumstances which result in an impairment of, or valuation against, assets; the potential impact of U.S. and foreign legislation, government regulations, and other governmental action, including those relating to offshore drilling and hydraulic fracturing, and export and import of products and materials, and changes in the interpretation and application of such laws and regulations; the outcome of audit, compliance, administrative or investigatory reviews; proposed changes in U.S. tax law which could impact our future tax expense and cash flow and decline in the market value of our pension plans’ investment portfolios. Except as otherwise required by law, we do not undertake any obligation to publicly update or revise these forward-looking statements to reflect events or circumstances after the date hereof.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In our normal operations, we have market risk exposure to foreign currency exchange rates and interest rates. There has been no significant change in our market risk exposure with respect to these items during the quarter ended ~~May~~November 3130, 2012. For additional information see “Qualitative and Quantitative Disclosures About Market Risk” at Item 7A of our Annual Report on Form 10-K for the year ended August 31, ~~2011~~2012.

Item 4. Controls and Procedures

(A) Evaluation of Disclosure Controls and Procedures

Management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), conducted an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (“Disclosure Controls”) as of ~~May~~ November 3130, 2012. Disclosure Controls are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed under the Exchange Act, such as this Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s (“SEC”) rules and forms. Disclosure Controls are also designed to reasonably assure that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Our quarterly evaluation of Disclosure Controls includes an evaluation of some components of our internal control over financial reporting, and internal control over financial reporting is also separately evaluated on an annual basis.

Based on this evaluation, management, including our Chief Executive Officer and our Chief Financial Officer, has concluded that our disclosure controls and procedures were effective as of ~~May~~November 3130, 2012.

(B) Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Part II—Other Information

Item 1. Legal Proceedings

Item 1A. Risk Factors

For information regarding factors that could affect the Company’s operations, financial condition and liquidity, see the risk factors discussed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended August 31, ~~2011~~2012. There has been no material change in the risk factors set forth in our Annual Report on Form 10-K for the year ended August 31, ~~2011~~2012.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

A summary of the Company’s repurchases of its common shares during the quarter ended ~~May~~November 3130, 2012 is as follows:

ISSUER PURCHASES OF EQUITY SECURITIES

Period	Total Numberof SharesPurchased (a)		~~Average~~AveragePricePaid ~~PricePaid~~ perShare		Total Number ofShares ~~Purchased~~PurchasedasPart ~~asPart~~ of PubliclyAnnounced Plans orPrograms (b)		Maximum Number ofShares that MayYet Be PurchasedUnder the Plans orPrograms (b)
March 1-31, 2012		1,054,600	$	47.74		1,054,600		928,884
September 1-30, 2012		—	$	—		—		2,000,000
April 1-30, 2012		116,700		50.03		116,700		812,184
October 1-31, 2012		6,912		59.96		—		2,000,000
May 1-31, 2012		268,000		45.20		268,000		544,184
November 1-30, 2012		—		—		—		2,000,000
Total		16,~~439,300~~912				~~1,439,300~~—

(a) ~~The shares~~During ~~repurchased during~~ the ~~third~~first quarter of fiscal ~~2012~~2013, ~~were~~the ~~under~~Company ~~our~~repurchased ~~share~~6,912 ~~repurchase~~of ~~programs.~~its ~~(See~~common ~~(b) below).~~shares in connection with the vesting of restricted share awards.

(b) On ~~October 6~~ June 25, ~~2011~~2012, the Company’s ~~announced that its~~ Board of Directors ~~had~~ authorized the repurchase of up to 32.0 million of the Company’s ~~currently~~then outstanding common shares. ~~This is in addition to~~ (the ~~approximately~~“June 12012 Program”).~~0 million shares~~ ~~that~~Repurchases ~~were available to be repurchased~~ under the ~~October 27,~~June ~~2008~~2012 ~~authorization~~Program bywill ~~the~~generally ~~Board of Directors which had authorized 3.0 million shares to~~ be ~~repurchased (the “Programs”). Repurchases under both Programs have generally been~~ made in the open market or in privately negotiated transactions not exceeding prevailing market prices, subject to regulatory considerations and market conditions, and ~~have~~will ~~been~~be funded from the Company’s available cash ~~balances~~and credit facilities. As ofThere were no repurchases under the June ~~26,~~ 2012, Program in the ~~Company~~first ~~had~~quarter ~~substantially~~of ~~completed~~fiscal ~~all~~2013. Under the terms of the ~~repurchases~~definitive merger agreement with NOV, we have agreed not to repurchase our common shares under the ~~Programs~~June 2012 Program pending consummation of the merger. The June 2012 Program will expire when we have repurchased all the authorized shares, unless terminated earlier by a Board resolution, or consummation of the merger.

Item 6. Exhibits

a)	Exhibits – see INDEX TO EXHIBITS

2724

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		~~ROBBINS & MYERS, INC.~~		ROBBINS & MYERS, INC.
		~~(Registrant)~~		(Registrant)
DATE: June 26, 2012	BY	/s/ Kevin J. Brown
DATE:	January 9, 2013		BY	/s/ Kevin J. Brown
		~~Kevin J. Brown~~		Kevin J. Brown
		~~Corporate Controller and Interim Chief Financial Officer~~		Corporate Controller and Interim Chief Financial Officer
		~~(Principal Accounting Officer and Principal Financial Officer)~~		(Principal Accounting Officer and Principal Financial Officer)

2825

INDEX TO EXHIBITS

(31)	RULE 13A-14(A) CERTIFICATIONS
	31.1 Rule 13a-14(a) CEO Certification		F
	31.1	Rule 13a-14(a) CEO Certification		F
	31.2 Rule 13a-14(a) CFO Certification		F
	31.2	Rule 13a-14(a) CFO Certification		F
(32)	SECTION 1350 CERTIFICATIONS
	32.1 Section 1350 CEO Certification		F
	32.1	Section 1350 CEO Certification		F
	32.2 Section 1350 CFO Certification		F
	32.2	Section 1350 CFO Certification		F
(101)	The following financial information from Robbins & Myers, Inc.’s Quarterly Report on Form 10-Q for the period ended May 31, 2012, filed with the SEC on June 26, 2012, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Condensed Balance Sheet at May 31, 2012 and August 31, 2011, (ii) Consolidated Condensed Income Statement for the three and nine month periods ended May 31, 2012 and May 31, 2011, (iii) the Consolidated Condensed Statement of Cash Flows for the nine month periods ended May 31, 2012 and May 31, 2011, and (iv) Notes to Consolidated Condensed Financial Statements.	The following financial information from Robbins & Myers, Inc.’s Quarterly Report on Form 10-Q for the period ended November 30, 2012, filed with the SEC on January 9, 2013, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Condensed Balance Sheet at November 30, 2012 and August 31, 2012, (ii) Consolidated Condensed Income Statement for the three month periods ended November 30, 2012 and 2011, (iii) Consolidated Condensed Comprehensive Income Statement for the three month periods ended November 30, 2012 and 2011, (iv) the Consolidated Condensed Statement of Cash Flows for the three month periods ended November 30, 2012 and 2011, and (v) Notes to Consolidated Condensed Financial Statements.	F	*

“F”	Filed herewith

29“*” Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed part of a registration statement, prospectus or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filings.

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

Filing Compare · ROBBINS & MYERS, INC.