10-Q

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 period ended May 31, 2012

OR

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

Commission File No. 1-11288

ACTUANT CORPORATION

(Exact name of registrant as specified in its charter)

Wisconsin	39-0168610
(State of incorporation)	(I.R.S. Employer Id. No.)

N86 W12500 WESTBROOK CROSSING

MENOMONEE FALLS, WISCONSIN 53051

Mailing address: P. O. Box 3241, Milwaukee, Wisconsin 53201

(Address of principal executive offices)

(262) 293-1500

(Registrant’s telephone number, including area code)

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 website, 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 definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

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

The number of shares outstanding of the registrant’s Class A Common Stock as of June 30, 2012 was 72,850,365.

TABLE OF CONTENTS

	Page No.
Part I—Financial Information
Item 1—Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Statements of Earnings		4
Condensed Consolidated Balance Sheets		5
Condensed Consolidated Statements of Cash Flows		6
Notes to Condensed Consolidated Financial Statements		7
Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 3—Quantitative and Qualitative Disclosures about Market Risk		25
Item 4—Controls and Procedures		26
Part II—Other Information
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds		26
Item 6 – Exhibits		26

FORWARD LOOKING STATEMENTS AND CAUTIONARY FACTORS

This quarterly report on Form 10-Q contains certain statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Such forward-looking statements include statements regarding expected financial results and other planned events, including, but not limited to, anticipated liquidity, and capital expenditures. Words such as “may,” “should,” “could,” “anticipate,” “believe,” “estimate,” “expect,” “plan,” “project” and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual future events or results may differ materially from these statements. We disclaim any obligation to publicly update or revise any forward-looking statements as a result of new information, future events or any other reason.

The following is a list of factors, among others, that could cause actual results to differ materially from the forward-looking statements:

• the timing or strength of a worldwide economic recovery;

• the realization of anticipated cost savings from restructuring activities and cost reduction efforts;

• market conditions in the truck, automotive, specialty vehicle, agriculture, industrial, oil & gas, energy, power generation, marine, solar, infrastructure, residential and commercial construction and retail Do-It Yourself (“DIY”) industries;

• increased competition in the markets we serve and market acceptance of existing and new products;

• our ability to successfully identify and integrate acquisitions and realize anticipated benefits/results from acquired companies;

• operating margin risk due to competitive product pricing, operating efficiencies and material, labor and overhead cost increases;

• foreign currency, interest rate and commodity risk;

• supply chain and industry trends, including changes in purchasing and other business practices by customers;

• regulatory and legal developments including changes to United States taxation rules, health care reform and governmental climate change initiatives;

• our level of indebtedness, ability to comply with the financial and other covenants in our debt agreements and current credit market conditions.

2

Our Form 10-K for the fiscal year ended August 31, 2011 contains an expanded description of these and other risks that may affect our business, financial position and results of operations under the section entitled “Risk Factors.”

When used herein, the terms “Actuant,” “we,” “us,” “our” and the “Company” refer to Actuant Corporation and its subsidiaries.

Actuant Corporation provides free-of-charge access to its Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments thereto, through its website, www.actuant.com, as soon as reasonably practical after such reports are electronically filed with the Securities and Exchange Commission.

3

PART I – FINANCIAL INFORMATION

Item 1 – Financial Statements

ACTUANT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended May 31,					Nine Months Ended May 31,
	2012		2011			2012		2011
Net sales	$	429,215	$	392,777		$	1,200,038	$	1,041,887
Cost of products sold		263,095		238,739			740,018		640,969
Gross profit		166,120		154,038			460,020		400,918
Selling, administrative and engineering expenses		91,063		89,166			263,935		244,453
Amortization of intangible assets		7,393		6,871			21,684		19,846
Operating profit		67,664		58,001			174,401		136,619
Financing costs, net		7,236		7,850			23,279		23,640
Debt refinancing charges		16,830		—			16,830		—
Other expense, net		2,604		331			3,090		1,276
Earnings from continuing operations before income taxes		40,994		49,820			131,202		111,703
Income tax expense		6,593		11,460			27,452		24,540
Earnings from continuing operations		34,401		38,360			103,750		87,163
Loss from discontinued operations, net of income taxes		—		(2,002	)		—		(16,986	)
Net earnings	$	34,401	$	36,358		$	103,750	$	70,177
Earnings from continuing operations per share:
Basic	$	0.48	$	0.56		$	1.50	$	1.28
Diluted	$	0.45	$	0.51		$	1.39	$	1.17
Earnings per share:
Basic	$	0.48	$	0.53		$	1.50	$	1.03
Diluted	$	0.45	$	0.49		$	1.39	$	0.95
Weighted average common shares outstanding:
Basic		71,083		68,354			69,184		68,208
Diluted		75,371		75,571			75,201		75,314

See accompanying Notes to Condensed Consolidated Financial Statements

4

ACTUANT CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

(unaudited)

	May 31,			August 31,
	2012			2011
ASSETS
Current assets
Cash and cash equivalents	$	80,149		$	44,221
Accounts receivable, net		237,438			223,760
Inventories, net		206,389			223,235
Deferred income taxes		32,206			32,461
Other current assets		19,109			22,807
Total current assets		575,291			546,484
Property, plant and equipment
Land, buildings and improvements		50,873			51,901
Machinery and equipment		254,083			263,250
Gross property, plant and equipment		304,956			315,151
Less: Accumulated depreciation		(188,991	)		(186,502	)
Property, plant and equipment, net		115,965			128,649
Goodwill		873,682			888,466
Other intangibles, net		454,360			479,406
Other long-term assets		14,811			13,676
Total assets	$	2,034,109		$	2,056,681
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Trade accounts payable	$	167,632		$	170,084
Accrued compensation and benefits		53,008			71,639
Short-term borrowings and current maturities of debt		6,250			2,690
Income taxes payable		30,289			19,342
Other current liabilities		68,583			66,548
Total current liabilities		325,762			330,303
Long-term debt		392,500			522,727
Deferred income taxes		133,619			165,945
Pension and postretirement benefit liabilities		18,171			18,864
Other long-term liabilities		86,772			99,829
Shareholders’ equity
Class A common stock, $0.20 par value per share, authorized 168,000,000, issued 75,274,829 and 68,657,234 shares, respectively		15,054			13,731
Additional paid-in capital		382			(154,231	)
Treasury stock, at cost, 1,732,245 shares		(39,282	)		—
Retained earnings		1,180,942			1,077,192
Accumulated other comprehensive loss		(79,811	)		(17,679	)
Stock held in trust		(2,661	)		(2,137	)
Deferred compensation liability		2,661			2,137
Total shareholders’ equity		1,077,285			919,013
Total liabilities and shareholders’ equity	$	2,034,109		$	2,056,681

See accompanying Notes to Condensed Consolidated Financial Statements

5

ACTUANT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Nine Months Ended May 31,
	2012			2011
Operating Activities
Net earnings	$	103,750		$	70,177
Adjustments to reconcile net earnings to cash provided by operating activities:
Depreciation and amortization		40,192			38,143
Net loss on disposal of business		—			15,744
Stock-based compensation expense		10,002			8,093
Benefit for deferred income taxes		(2,137	)		(2,298	)
Amortization of debt discount and debt issuance costs		1,492			2,409
Non-cash debt refinancing charge		2,254			—
Other non-cash adjustments		(138	)		(18	)
Changes in components of working capital and other:
Accounts receivable		(21,692	)		(27,752	)
Inventories		9,171			(39,533	)
Prepaid expenses and other assets		1,071			5,989
Trade accounts payable		2,779			18,400
Income taxes payable		(2,056	)		6,904
Accrued compensation and benefits		(8,766	)		646
Other liabilities		(6,608	)		(1,806	)
Net cash provided by operating activities		129,314			95,098
Investing Activities
Proceeds from sale of property, plant and equipment		8,486			359
Proceeds from sale of business, net of transaction costs		—			3,463
Capital expenditures		(17,491	)		(14,843	)
Business acquisitions, net of cash acquired		(29,734	)		(160,047	)
Net cash used in investing activities		(38,739	)		(171,068	)
Financing Activities
Net (repayments) borrowings on revolving credit facilities		(58,167	)		14
Issuance of term loan		—			100,000
Principal repayments on term loan		(1,250	)		—
Repurchases of 2% Convertible Notes		(102	)		(34	)
Proceeds from 5.625% Senior Note issuance		300,000			—
Redemption of 6.875% Senior Notes		(250,000	)		—
Debt issuance costs		(5,340	)		(5,197	)
Purchase of treasury shares		(39,282	)		—
Stock option exercises and related tax benefits		6,392			7,285
Cash dividend		(2,748	)		(2,716	)
Net cash provided by (used in) financing activities		(50,497	)		99,352
Effect of exchange rate changes on cash		(4,150	)		4,695
Net increase in cash and cash equivalents		35,928			28,077
Cash and cash equivalents—beginning of period		44,221			40,222
Cash and cash equivalents—end of period	$	80,149		$	68,299

See accompanying Notes to Condensed Consolidated Financial Statements

6

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts)

Note 1. Basis of Presentation

Consolidation and Presentation

The accompanying unaudited condensed consolidated financial statements of Actuant Corporation (“Actuant,” or the “Company”) have been prepared in accordance with generally accepted accounting principles for interim financial reporting and with the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The condensed consolidated balance sheet data as of August 31, 2011 was derived from the Company’s audited financial statements, but does not include all disclosures required by generally accepted accounting principles. For additional information, including the Company’s significant accounting policies, refer to the consolidated financial statements and related footnotes in the Company’s fiscal 2011 Annual Report on Form 10-K.

In the opinion of management, all adjustments considered necessary for a fair presentation of financial results have been made. Such adjustments consist of only those of a normal recurring nature. Operating results for the three and nine months ended May 31, 2012 are not necessarily indicative of the results that may be expected for the entire fiscal year ending August 31, 2012.

New Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board (FASB) updated the disclosure requirements for comprehensive income. The updated guidance requires companies to disclose the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The updated guidance does not affect how earnings per share is calculated or presented. The amended guidance, which must be applied retroactively, is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, with earlier adoption permitted.

In September 2011, the FASB issued an amendment to existing guidance on the testing of goodwill for impairment. Under the revised guidance, entities testing goodwill for impairment have the option of performing a qualitative assessment before calculating the fair value of the reporting unit. If entities determine, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, the two-step impairment test would be required. The amendment is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with earlier adoption permitted.

Note 2. Acquisitions

The Company continually evaluates potential acquisitions that are a strategic fit with the Company’s existing businesses or expand the Company’s portfolio into new and attractive end markets. These acquisitions result in the recognition of goodwill in the Company’s financial statements because the purchase prices reflect the future earnings and cash flow potential of the acquired companies, as well as the complementary strategic fit and resulting synergies these businesses bring to existing operations.

On March 28, 2012 the Company acquired the stock of Turotest Medidores Ltda (“Turotest”) for $8.1 million of cash and deferred consideration of $5.3 million. Turotest, an Engineered Solutions segment acquisition, headquartered in San Paulo, Brazil designs and manufactures instrument panels and gauges serving the Brazilian agriculture and industrial markets. The acquisition resulted in the recognition of $5.5 million of goodwill (which is not deductible for tax purposes) and $7.0 million of intangible assets (customer relationships, tradename and non-compete).

On February 10, 2012 the Company completed the acquisition of the stock of Jeyco Pty Ltd (“Jeyco”) for $20.7 million of cash. Jeyco, an Energy segment acquisition, headquartered near Perth, Australia, designs and provides specialized mooring, rigging and towing systems and services to the offshore oil & gas industry in Australia and other international markets. Additionally, Jeyco’s products are used in a variety of applications for other markets including cyclone mooring and marine, defense and mining tow systems. The purchase price allocation resulted in the recognition of $14.1 million of goodwill (which is not deductible for tax purposes) and $5.5 million of intangible assets (tradename, non-compete and customer relationships).

7

The Company completed two business acquisitions during fiscal 2011. On June 2, 2011, the Company completed the acquisition of Weasler Engineering, Inc. (“Weasler”) for $153.2 million of cash. Weasler, which is headquartered in Wisconsin, is a global designer and manufacturer of highly engineered drive train components and systems for agriculture, lawn & turf and industrial equipment. Weasler also supplies a variety of torque limiters, high-end gear boxes, clutches and torsional dampers which expand the product offering of the Engineered Solutions segment. On December 10, 2010, the Company completed the acquisition of Mastervolt International Holding B.V. (“Mastervolt”) for $158.2 million of cash. Mastervolt, headquartered in The Netherlands, is a designer, developer and global supplier of highly innovative, branded power electronics, primarily for the European solar and marine markets. Mastervolt expands the Electrical segment’s geographic presence and product offerings to include additional technologies associated with the efficient conversion, control, storage and conditioning of electrical power. The purchase price allocations for these fiscal 2011 acquisitions resulted in the recognition of $152.4 million of goodwill (which is not deductible for tax purposes) and $157.5 million of intangible assets, including $81.5 million of customer relationships, $69.9 million of tradenames, $5.5 million of patents and technologies and $0.6 million of non-compete agreements.

The Company makes an initial allocation of the purchase price, at the date of acquisition, based upon its understanding of the fair value of the acquired assets and assumed liabilities. The Company obtains this information during due diligence and through other sources. If additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the date of acquisition), including through asset appraisals and learning more about the newly acquired business, the Company will refine its estimates of fair value. During the nine months ended May 31, 2012 goodwill was reduced by $3.3 million, the net result of purchase accounting adjustments to the fair value of acquired assets and assumed liabilities, including a $7.7 million reduction to Mastervolt’s initial estimated warranty reserve.

The following unaudited pro forma results of operations of the Company for the three and nine months ended May 31, 2012 and May 31, 2011, give effect to these acquisitions as though the transactions and related financing activities had occurred on September 1, 2010 (in thousands, except per share amounts):

	Three Months Ended May 31,				Nine Months Ended May 31,
	2012		2011		2012		2011
Net sales
As reported	$	429,215	$	392,777	$	1,200,038	$	1,041,887
Pro forma		430,356		427,159		1,219,104		1,178,722
Earnings from continuing operations
As reported	$	34,401	$	38,360	$	103,750	$	87,163
Pro forma		34,668		42,037		107,485		98,927
Basic earnings per share from continuing operations
As reported	$	0.48	$	0.56	$	1.50	$	1.28
Pro forma		0.49		0.61		1.55		1.45
Diluted earnings per share from continuing operations
As reported	$	0.45	$	0.51	$	1.39	$	1.17
Pro forma		0.45		0.56		1.43		1.33

During the nine months ended May 31, 2012, the Company paid $0.9 million of deferred consideration for acquisitions completed in previous periods. Transaction costs related to various business acquisition activities were $1.0 million for the nine months ended May 31, 2012 and $0.9 million in the comparable prior year period.

Note 3. Discontinued Operations

In the second quarter of fiscal 2011, the Company completed the sale of the European Electrical business for total cash proceeds of $3.5 million, net of transaction costs. As a result of the sale transaction, the Company recognized a pre-tax loss on disposal of $15.8 million. The following table summarizes the results of the European Electrical business, which has been reported as discontinued operations (in thousands):

	Three Months Ended May 31, 2011			Nine Months Ended May 31, 2011
Net sales	$	—		$	49,305
Loss on disposal of business		(2,086	)		(15,829	)
Loss from operations of divested business		—			(1,157	)
Income tax benefit		84			—
Loss from discontinued operations, net of income taxes	$	(2,002	)	$	(16,986	)

8

Note 4. Restructuring

In fiscal 2009, in response to the dramatic downturn in the worldwide economy, the Company committed to various restructuring initiatives including workforce reductions, plant consolidations, the transfer of production and product sourcing to lower cost plants or regions and the centralization of certain selling and administrative functions. These major actions were substantially completed by August 31, 2010, with limited restructuring activity in subsequent periods. Subsequent restructuring costs were $0.5 million and $2.0 million for the three and nine months ended May 31, 2012, respectively and $0.9 million and $1.7 million for the three and nine months ended May 31, 2011, respectively.

The restructuring reserve at May 31, 2012 and August 31, 2011 was $3.5 million and $3.6 million, respectively. The remaining restructuring related to severance will be paid during the next twelve months, while facility consolidation costs (primarily reserves for future lease payments for vacated facilities) will be paid over the underlying lease terms.

Note 5. Goodwill and Other Intangible Assets

The changes in the carrying value of goodwill for the nine months ended May 31, 2012 are as follows (in thousands):

	Industrial			Energy			Electrical			Engineered Solutions			Total
Balance as of August 31, 2011	$	85,409		$	252,285		$	260,777		$	289,995		$	888,466
Businesses acquired		—			14,101			—			5,462			19,563
Purchase accounting adjustments		—			—			(3,995	)		715			(3,280	)
Impact of changes in foreign currency rates		(4,708	)		(12,195	)		(7,144	)		(7,020	)		(31,067	)
Balance as of May 31, 2012	$	80,701		$	254,191		$	249,638		$	289,152		$	873,682

The gross carrying value and accumulated amortization of the Company’s intangible assets are as follows (in thousands):

	Weighted	May 31, 2012						August 31, 2011
	Average	Gross				Net		Gross				Net
	Amortization	Carrying		Accumulated		Book		Carrying		Accumulated		Book
	Period (Years)	Value		Amortization		Value		Value		Amortization		Value
Amortizable intangible assets:
Customer relationships	15	$	328,127	$	87,345	$	240,782	$	331,171	$	73,215	$	257,956
Patents	13		50,259		33,802		16,457		51,169		31,221		19,948
Trademarks and tradenames	20		41,178		7,966		33,212		38,917		6,571		32,346
Non-compete agreements and other	4		7,489		6,023		1,466		7,362		5,671		1,691
Indefinite lived intangible assets:
Tradenames	N/A		162,443		—		162,443		167,465		—		167,465
		$	589,496	$	135,136	$	454,360	$	596,084	$	116,678	$	479,406

Amortization expense recorded on the intangible assets listed above was $7.4 million and $21.7 million for the three and nine months ended May 31, 2012, respectively, and $6.9 million and $19.8 million for the three and nine months ended May 31, 2011, respectively. The Company estimates that amortization expense will approximate $7.4 million for the remainder of fiscal 2012. Amortization expense for future years is estimated to be as follows: $27.8 million in fiscal 2013, $26.2 million in fiscal 2014, $26.1 million in fiscal 2015, $25.9 million in fiscal 2016 and $178.6 million thereafter. These future amortization expense amounts represent estimates, which may change based on future acquisitions or changes in foreign currency exchange rates.

Note 6. Product Warranty Costs

The Company generally offers its customers a warranty on products sold, although warranty periods vary by product type and application. The acquisition of Mastervolt during fiscal 2011 has increased the required warranty reserve, as this business has a longer base warranty period. The reserve for future warranty claims is based on historical claim rates and current warranty cost experience. The following is a rollforward of the accrued product warranty reserve (in thousands):

9

	Nine Months Ended May 31,
	2012			2011
Beginning balance	$	23,707		$	7,868
Purchase accounting adjustments		(7,726	)		—
Warranty reserves of acquired business		237			10,870
Provision for warranties		8,444			7,416
Warranty payments and costs incurred		(8,567	)		(3,664	)
Impact of changes in foreign currency rates		(2,043	)		1,366
Ending balance	$	14,052		$	23,856

Note 7. Debt

The following is a summary of the Company’s long-term indebtedness (in thousands):

	May 31, 2012			August 31, 2011
Senior Credit Facility
Revolver	$	—		$	58,000
Term Loan		98,750			100,000
		98,750			158,000
5.625% Senior Notes		300,000			—
6.875% Senior Notes		—			249,432
Total Senior Indebtedness		398,750			407,432
Convertible subordinated debentures (“2% Convertible Notes”)		—			117,795
Total Debt		398,750			525,227
Less: current maturities of long-term debt		(6,250	)		(2,500	)
Total long-term debt, less current maturities	$	392,500		$	522,727

The Company’s Senior Credit Facility, which matures on February 23, 2016, provides a $600.0 million revolving credit facility, a $100.0 million term loan and a $300.0 million expansion option, subject to certain conditions. Borrowings are subject to a pricing grid, which can result in increases or decreases to the borrowing spread, depending on the Company’s leverage ratio, ranging from 1.25% to 2.50% in the case of loans bearing interest at LIBOR and from 0.25% to 1.25% in the case of loans bearing interest at the base rate. At May 31, 2012, the borrowing spread on LIBOR based borrowings was 1.75% (aggregating to 2.25% and 2.0% on outstanding term loan and revolver borrowings, respectively). In addition, a non-use fee is payable quarterly on the average unused credit line under the revolver ranging from 0.2% to 0.4% per annum. At May 31, 2012 the available and unused credit line under the revolver was $598.3 million. Quarterly principal payments of $1.25 million began on the $100.0 million term loan on March 31, 2012, increasing to $2.5 million per quarter beginning on March 31, 2013, with the remaining principal due at maturity. The Senior Credit Facility, which is secured by substantially all of the Company’s domestic personal property assets, also contains customary limits and restrictions concerning investments, sales of assets, liens on assets, dividends and other payments. The two financial covenants included in the Senior Credit Facility agreement are a maximum leverage ratio of 3.75:1 and a minimum fixed charge coverage ratio of 1.50:1. The Company was in compliance with all debt covenants at May 31, 2012.

On April 16, 2012, the Company issued $300.0 million of 5.625% Senior Notes due 2022 (the “Senior Notes”) in a private offering. The Senior Notes require no principal installments prior to their June 15, 2022 maturity, require semiannual interest payments in December and June of each year and contain certain financial and non-financial covenants. The Company utilized the net proceeds from this issuance to fund the repurchase of all the Company’s then outstanding $250.0 million 6.875% Senior Notes due 2017 at a cost of 104%, or a total of $260.4 million.

In November 2003, the Company issued $150.0 million of Senior Subordinated Convertible Debentures due November 15, 2023 (the “2% Convertible Notes”). Prior to fiscal 2012, the Company repurchased (for cash) $32.2 million of 2% Convertible Notes at an average price of 99.3% of par value. In addition, $0.2 million of 2% Convertible Notes were converted into shares of the Company’s Class A common stock in the first quarter of fiscal 2012. In March 2012, the Company called all of the remaining $117.6 million of 2% Convertible Notes outstanding for cash at par. As a result of the call notice, a majority of the holders of the 2% Convertible Notes converted them into shares of the Company’s Class A common stock, at a conversion rate of 50.6554 shares per $1,000 of principal amount (resulting in the issuance of 5,951,440 shares of common stock) while the remaining $0.1 million of 2% Convertible Notes were repurchased for cash. The impact of the additional share issuance was already included in the diluted earnings per share calculation (See Note 9, “Earnings per Share”) on an if-converted method. As a result of the 2% Convertible Notes being redeemed for the Company’s common stock, approximately $15.6 million of related prior income tax will be recaptured.

10

In fiscal 2011, the Company entered into interest rate swap contracts that had a total notional value of $100.0 million and maturity dates of March 23, 2016. The interest rate swap contracts pay the Company variable interest at the three month LIBOR rate, and the Company pays the counterparties a fixed interest rate of approximately 2.06%. These interest rate swap contracts were entered into to synthetically convert $100.0 million of the Senior Credit Facility variable rate borrowings into fixed rate debt. In connection with the debt refinancing transactions discussed above, the Company terminated the interest rate swap contracts on April 3, 2012, which resulted in a cash payment to the counterparty of $4.1 million, in full settlement of the fair value of the contracts.

In connection with the debt refinancing activities, during the three months ended May 31, 2012, the Company recognized a $16.8 million pre-tax debt refinancing charge, which included $10.4 million of tender premium paid to holders of existing 6.875% Senior Notes, a $2.3 million write-off of deferred financing fees and debt discount and a $4.1 million charge related to the termination of the interest rate swap agreements. The related tax benefit on the debt refinancing charge was $6.3 million.

Note 8. Fair Value Measurement

The Company assesses the inputs used to measure the fair value of financial assets and liabilities using a three-tier hierarchy. Level 1 inputs include quoted prices for identical instruments and are the most observable. Level 2 inputs include quoted prices for similar assets and observable inputs such as interest rates, foreign currency exchange rates, commodity rates and yield curves. Level 3 inputs are not observable in the market and include management’s own judgments about the assumptions market participants would use in pricing the asset or liability. The Company has no financial assets or liabilities that are recorded at fair value using significant unobservable inputs (Level 3). The fair value of financial assets and liabilities included in the condensed consolidated balance sheet are as follows (in thousands):

	May 31, 2012			August 31, 2011
Level 1 Valuation:
Cash equivalents	$	681		$	1,958
Investments		1,514			1,464
Level 2 Valuation:
Foreign currency forward contracts	$	(1,790	)	$	(81	)
Interest rate swap contracts		—			(4,552	)

The fair value of the Company’s accounts receivable, accounts payable and variable rate debt approximated book value as of May 31, 2012 and August 31, 2011 due to their short-term nature and the fact that the applicable interest rates approximated market rates of interest. The fair value of the Company’s outstanding $117.8 million 2% Convertible Notes at August 31, 2011 was $127.9 million, while the fair value of the Company’s outstanding $250.0 million of 6.875% Senior Notes was $252.5 million. The fair value of the Company’s outstanding $300.0 million of 5.625% Senior Notes at May 31, 2012 was $306.8 million. These fair values were based on quoted market prices and are therefore classified as Level 2 within the valuation hierarchy.

11

Note 9. Earnings Per Share

The reconciliations between basic and diluted earnings per share are as follows (in thousands, except per share amounts):

	Three Months Ended May 31,					Nine Months Ended May 31,
	2012			2011		2012		2011
Numerator:
Net earnings from continuing operations	$	34,401		$	38,360	$	103,750	$	87,163
Plus: 2% Convertible Notes financings costs, net of taxes		(468	)		383		425		1,222
Net earnings for diluted earnings per share	$	33,933		$	38,743	$	104,175	$	88,385
Denominator:
Weighted average common shares outstanding for basic earnings per share		71,083			68,354		69,184		68,208
Net effect of dilutive securities—equity based compensation plans		1,310			1,250		1,053		1,145
Net effect of 2% Convertible Notes based on the if-converted method		2,978			5,967		4,964		5,961
Weighted average common and equivalent shares outstanding for diluted earnings per share		75,371			75,571		75,201		75,314
Basic Earnings Per Share:	$	0.48		$	0.56	$	1.50	$	1.28
Diluted Earnings Per Share:	$	0.45		$	0.51	$	1.39	$	1.17
Anti-dilutive securities—equity based compensation plans (excluded from earnings per share calculation)		2,173			1,863		2,735		2,295

Note 10. Income Taxes

The Company’s income tax expense is impacted by a number of factors, including the amount of taxable earnings derived in foreign jurisdictions with tax rates that are higher or lower than the U.S. federal statutory rate, permanent items, state tax rates and our ability to utilize various tax credits and net operating loss carryforwards. The Company adjusts the quarterly provision for income taxes based on the estimated annual effective income tax rate and facts and circumstances known at each interim reporting period.

The effective income tax rate was 16.1% and 20.9% for the three and nine months ended May 31, 2012, respectively, and 23.0% and 22.0% for the comparable prior year periods. The decrease in the effective tax rate for the three and nine months ended May 31, 2012, relative to the prior year, reflects the benefit of foreign tax credits, favorable tax reserve adjustments as a result of the lapsing of various tax statutes of limitations, the utilization of net operating losses and the tax benefit on the debt refinancing charges (Note 7, “Debt”) being recognized at the U.S. statutory rates (which are higher than the Company’s consolidated global effective tax rate).

The gross liability for unrecognized tax benefits, excluding interest and penalties, decreased from $26.2 million at August 31, 2011 to $24.2 million at May 31, 2012. Substantially all of these unrecognized tax benefits, if recognized, would reduce the effective income tax rate. In addition, as of August 31, 2011 and May 31, 2012, the Company had liabilities totaling $5.1 million and $4.4 million, respectively, for estimated interest and penalties related to its unrecognized tax benefits.

Note 11. Other Comprehensive Income (Loss)

The Company’s comprehensive income is significantly impacted by the movement of the U.S. dollar versus other global currencies, most notably the Euro and British Pound. The following table sets forth the reconciliation of net earnings to comprehensive income (in thousands):

12

	Three Months Ended May 31,						Nine Months Ended May 31,
	2012			2011			2012			2011
Net earnings	$	34,401		$	36,358		$	103,750		$	70,177
Foreign currency translation adjustment		(36,448	)		20,114			(65,043	)		47,924
Changes in net unrealized gains and losses, net of tax		2,940			(787	)		2,911			2,052
Comprehensive income	$	893		$	55,685		$	41,618		$	120,153

Note 12. Segment Information

The Company is a global manufacturer of a broad range of industrial products and systems and is organized into four reportable segments: Industrial, Energy, Electrical, and Engineered Solutions. The Industrial segment is primarily involved in the design, manufacture and distribution of branded hydraulic and mechanical tools to the maintenance, industrial, infrastructure and production automation markets. The Energy segment provides joint integrity products and services, as well as rope and cable solutions to the global oil & gas, power generation and other energy markets. The Electrical segment designs, manufactures and distributes a broad range of electrical products to the retail DIY, wholesale, original equipment manufacturer (“OEM”), solar, utility, marine and harsh environment markets. The Engineered Solutions segment provides highly engineered position and motion control systems to OEMs in various on and off-highway vehicle markets, as well as, a variety of other products to the industrial and agricultural markets.

The following tables summarize financial information by reportable segment and product line (in thousands):

	Three Months Ended May 31,						Nine Months Ended May 31,
	2012			2011			2012			2011
Net Sales by Segment:
Industrial	$	110,102		$	107,759		$	308,696		$	284,086
Energy		96,399			78,002			255,758			210,333
Electrical		85,947			80,329			245,885			205,901
Engineered Solutions		136,767			126,687			389,699			341,567
	$	429,215		$	392,777		$	1,200,038		$	1,041,887
Net Sales by Reportable Product Line:
Industrial	$	110,102		$	107,759		$	308,696		$	284,086
Energy		96,399			78,002			255,758			210,333
Electrical		85,947			80,329			245,885			205,901
Vehicle Systems		75,417			94,423			220,696			250,926
Other		61,350			32,264			169,003			90,641
	$	429,215		$	392,777		$	1,200,038		$	1,041,887
Operating Profit:
Industrial	$	30,682		$	29,517		$	85,307		$	69,853
Energy		18,515			13,545			43,364			32,194
Electrical		8,814			5,462			19,592			14,168
Engineered Solutions		18,467			19,977			50,747			47,203
General Corporate		(8,814	)		(10,500	)		(24,609	)		(26,799	)
	$	67,664		$	58,001		$	174,401		$	136,619
							May 31, 2012			August 31, 2011
Assets:
Industrial							$	277,918		$	263,680
Energy								532,871			517,428
Electrical								506,248			547,556
Engineered Solutions								621,197			632,242
General Corporate								95,875			95,775
							$	2,034,109		$	2,056,681

13

In addition to the impact of changes in foreign currency exchange rates, the comparability of segment and product line information is impacted by acquisitions. Corporate assets, which are not allocated, principally represent capitalized debt issuance costs, deferred income taxes and the fair value of derivative instruments.

Note 13. Contingencies and Litigation

The Company had outstanding letters of credit of $8.5 million and $9.5 million at May 31, 2012 and August 31, 2011, respectively, the majority of which secure self-insured workers compensation liabilities.

The Company is a party to various legal proceedings that have arisen in the normal course of its business. These legal proceedings typically include product liability, environmental, labor, patent claims and divestiture disputes. The Company has recorded reserves for loss contingencies based on the specific circumstances of each case. Such reserves are recorded when it is probable that a loss has been incurred as of the balance sheet date, can be reasonably estimated and is not covered by insurance. In the opinion of management, the resolution of these contingencies will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

The Company, in the normal course of business, enters into certain real estate and equipment leases or guarantees such leases on behalf of its subsidiaries. In conjunction with the spin-off of a former subsidiary in fiscal 2000, the Company assigned its rights in the leases used by the former subsidiary, but was not released as a responsible party from all such leases by the lessors. All of these businesses were subsequently sold. The Company remains contingently liable for those leases if any of these businesses are unable to fulfill their obligations thereunder. The discounted present value of future minimum lease payments for these leases was $3.7 million at May 31, 2012.

The Company has facilities in numerous geographic locations that are subject to a range of environmental laws and regulations. Environmental expenditures over the past three years have not been material. Management believes that such costs will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

Note 14. Guarantor Subsidiaries

On April 16, 2012, Actuant Corporation (the “Parent”) issued $300.0 million of 5.625% Senior Notes due 2022. All of the Company’s material domestic wholly owned subsidiaries (the “Guarantors”) fully and unconditionally guarantee (except for certain customary limitations) the 5.625% Senior Notes on a joint and several basis. The Company plans to file a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) with respect to its offer to exchange new 5.625% Senior Secured Notes due 2022 that have been registered under the Securities Act of 1933 for any and all of its outstanding 5.625% Senior Secured Notes due 2022 that have not been so registered. There are no significant restrictions on the ability of the Guarantors to make distributions to the Parent. The following tables present the results of operations, financial position and cash flows of Actuant Corporation and its subsidiaries, the Guarantor and non-Guarantor entities, and the eliminations necessary to arrive at the information for the Company on a consolidated basis.

Certain assets, liabilities and expenses have not been allocated to the Guarantors and non-Guarantors and therefore are included in the Parent column in the accompanying consolidating financial statements. These items are of a corporate or consolidated nature and include, but are not limited to, tax provisions and related assets and liabilities, certain employee benefit obligations, prepaid and accrued insurance and corporate indebtedness. Intercompany activity in the consolidating financial statements primarily includes loan activity, purchases and sales of goods or services and dividends. Intercompany balances also reflect certain non-cash transactions including transfers of assets and liabilities between the Parent, Guarantor and non-Guarantor, allocation of non-cash expenses from the Parent to the Guarantors and non-Guarantors, the impact of foreign currency rate changes and non-cash intercompany dividends.

14

CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS

(In thousands)

	Three Months Ended May 31, 2012
	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Net sales	$	53,206		$	153,967		$	222,042		$	—		$	429,215
Cost of products sold		17,112			105,368			140,615			—			263,095
Gross profit		36,094			48,599			81,427			—			166,120
Selling, administrative and engineering expenses		21,609			26,264			43,190			—			91,063
Amortization of intangible assets		335			3,412			3,646			—			7,393
Operating profit		14,150			18,923			34,591			—			67,664
Financing costs, net		7,255			(22	)		3			—			7,236
Intercompany expense (income), net		(8,412	)		1,432			6,980			—			—
Debt refinancing charges		16,830			—			—			—			16,830
Other expense (income), net		(111	)		907			1,808			—			2,604
Earnings (loss) before income tax expense (benefit)		(1,412	)		16,606			25,800			—			40,994
Income tax expense (benefit)		(2,898	)		3,716			5,775			—			6,593
Net earnings before equity in earnings of subsidiaries		1,486			12,890			20,025			—			34,401
Equity in earnings (loss) of subsidiaries		32,915			16,521			(450	)		(48,986	)		—
Net earnings	$	34,401		$	29,411		$	19,575		$	(48,986	)	$	34,401
	Three Months Ended May 31, 2011
	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Net sales	$	45,301		$	142,145		$	205,331		$	—		$	392,777
Cost of products sold		11,904			97,584			129,251			—			238,739
Gross profit		33,397			44,561			76,080			—			154,038
Selling, administrative and engineering expenses		24,840			24,568			39,758			—			89,166
Amortization of intangible assets		—			3,893			2,978			—			6,871
Operating profit		8,557			16,100			33,344			—			58,001
Financing costs, net		7,850			—			—			—			7,850
Intercompany expense (income), net		(984	)		4,453			(3,469	)		—			—
Other expense (income), net		(3,628	)		194			3,765			—			331
Earnings from continuing operations before income tax expense		5,319			11,453			33,048			—			49,820
Income tax expense		1,224			2,635			7,601			—			11,460
Net earnings from continuing operations before equity in earnings of subsidiaries		4,095			8,818			25,447			—			38,360
Equity in earnings of subsidiaries		33,136			22,368			1,232			(56,736	)		—
Earnings from continuing operations		37,231			31,186			26,679			(56,736	)		38,360
Loss from discontinued operations, net of income taxes		(873	)		—			(1,129	)		—			(2,002	)
Net earnings	$	36,358		$	31,186		$	25,550		$	(56,736	)	$	36,358

15

CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS

(In thousands)

	Nine Months Ended May 31, 2012
	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Net sales	$	151,240		$	427,839		$	620,959		$	—		$	1,200,038
Cost of products sold		49,505			297,651			392,862			—			740,018
Gross profit		101,735			130,188			228,097			—			460,020
Selling, administrative and engineering expenses		61,935			79,138			122,862			—			263,935
Amortization of intangible assets		1,005			10,243			10,436			—			21,684
Operating profit		38,795			40,807			94,799			—			174,401
Financing costs, net		23,527			(14	)		(234	)		—			23,279
Intercompany expense (income), net		(24,585	)		3,731			20,854			—			—
Debt refinancing charges		16,830			—			—			—			16,830
Other expense (income), net		904			2,581			(395	)		—			3,090
Earnings before income tax expense		22,119			34,509			74,574			—			131,202
Income tax expense		2,542			7,858			17,052			—			27,452
Net earnings before equity in earnings of subsidiaries		19,577			26,651			57,522			—			103,750
Equity in earnings of subsidiaries		84,173			51,134			988			(136,295	)		—
Net earnings	$	103,750		$	77,785		$	58,510		$	(136,295	)	$	103,750
	Nine Months Ended May 31, 2011
	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Net sales	$	119,206		$	388,059		$	534,622		$	—		$	1,041,887
Cost of products sold		33,838			270,580			336,551			—			640,969
Gross profit		85,368			117,479			198,071			—			400,918
Selling, administrative and engineering expenses		64,024			72,765			107,664			—			244,453
Amortization of intangible assets		—			11,401			8,445			—			19,846
Operating profit		21,344			33,313			81,962			—			136,619
Financing costs, net		23,640			—			—			—			23,640
Intercompany expense (income), net		(8,412	)		12,479			(4,067	)		—			—
Other expense (income), net		(4,324	)		162			5,438			—			1,276
Earnings from continuing operations before income tax expense		10,440			20,672			80,591			—			111,703
Income tax expense		2,374			4,608			17,558			—			24,540
Net earnings from continuing operations before equity in earnings of subsidiaries		8,066			16,064			63,033			—			87,163
Equity in earnings of subsidiaries		76,864			51,780			3,429			(132,073	)		—
Earnings from continuing operations		84,930			67,844			66,462			(132,073	)		87,163
Loss from discontinued operations, net of income taxes		(14,753	)		—			(2,233	)		—			(16,986	)
Net earnings	$	70,177		$	67,844		$	64,229		$	(132,073	)	$	70,177

16

CONDENSED CONSOLIDATING BALANCE SHEETS

(In thousands)

	May 31, 2012
	Parent		Guarantors		Non- Guarantors		Eliminations			Consolidated
ASSETS
Current assets	$	83,779	$	159,031	$	332,481	$	—		$	575,291
Property, plant & equipment, net		6,684		33,251		76,030		—			115,965
Goodwill		62,543		433,193		377,946		—			873,682
Other intangibles, net		14,857		206,925		232,578		—			454,360
Intercompany receivable		—		399,007		281,587		(680,594	)		—
Investment in subsidiaries		1,884,934		440,620		120,266		(2,445,820	)		—
Other long-term assets		12,490		22		2,299		—			14,811
Total assets	$	2,065,287	$	1,672,049	$	1,423,187	$	(3,126,414	)	$	2,034,109
LIABILITIES & SHAREHOLDERS’ EQUITY
Current liabilities	$	90,009	$	63,592	$	172,161	$	—		$	325,762
Long-term debt		392,500		—		—		—			392,500
Deferred income taxes		92,126		—		41,493		—			133,619
Pension and post-retirement benefit liabilities		16,119		—		2,052		—			18,171
Other long-term liabilities		59,234		660		26,878		—			86,772
Intercompany payable		338,014		—		342,580		(680,594	)		—
Shareholders’ equity		1,077,285		1,607,797		838,023		(2,445,820	)		1,077,285
Total liabilities and shareholders’ equity	$	2,065,287	$	1,672,049	$	1,423,187	$	(3,126,414	)	$	2,034,109

17

CONDENSED CONSOLIDATING BALANCE SHEETS

(In thousands)

	August 31, 2011
	Parent		Guarantors		Non- Guarantors		Eliminations			Consolidated
ASSETS
Current assets	$	87,982	$	155,067	$	303,435	$	—		$	546,484
Property, plant & equipment, net		4,327		37,133		87,189		—			128,649
Goodwill		62,543		432,184		393,739		—			888,466
Other intangibles, net		15,861		216,277		247,268		—			479,406
Intercompany receivable		—		277,157		288,701		(565,858	)		—
Investment in subsidiaries		1,859,779		379,170		67,794		(2,306,743	)		—
Other long-term assets		10,862		51		2,763		—			13,676
Total assets	$	2,041,354	$	1,497,039	$	1,390,889	$	(2,872,601	)	$	2,056,681
LIABILITIES & SHAREHOLDERS’ EQUITY
Current liabilities	$	76,300	$	70,126	$	183,877	$	—		$	330,303
Long-term debt		522,727		—		—		—			522,727
Deferred income taxes		124,469		—		41,476		—			165,945
Pension and post-retirement benefit liabilities		16,452		—		2,412		—			18,864
Other long-term liabilities		59,466		779		39,584		—			99,829
Intercompany payable		322,927		—		242,931		(565,858	)		—
Shareholders’ equity		919,013		1,426,134		880,609		(2,306,743	)		919,013
Total liabilities and shareholders’ equity	$	2,041,354	$	1,497,039	$	1,390,889	$	(2,872,601	)	$	2,056,681

18

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(In thousands)

	Nine Months Ended May 31, 2012
	Parent			Guarantors			Non- Guarantors			Eliminations		Consolidated
Operating Activities
Net cash provided by operating activities	$	56,851		$	13,659		$	58,804		$	—	$	129,314
Investing Activities
Proceeds from sale of property, plant and equipment		2,100			137			6,249			—		8,486
Capital expenditures		(4,367	)		(2,797	)		(10,327	)		—		(17,491	)
Business acquisitions, net of cash acquired		(290	)		—			(29,444	)		—		(29,734	)
Cash used in investing activities		(2,557	)		(2,660	)		(33,522	)		—		(38,739	)
Financing Activities
Net repayments on revolving credit facilities		(57,990	)		—			(177	)		—		(58,167	)
Intercompany loan activity		(2,947	)		(10,999	)		13,946			—		—
Principal repayments on term loan		(1,250	)		—			—			—		(1,250	)
Repurchases of 2% Convertible Notes		(102	)		—			—			—		(102	)
Proceeds on 5.625% Senior Note issuance		300,000			—			—			—		300,000
Redemption of 6.875% Senior Notes		(250,000	)		—			—			—		(250,000	)
Debt issuance costs		(5,340	)		—			—			—		(5,340	)
Purchase of treasury shares		(39,282	)		—			—			—		(39,282	)
Stock option exercises and related tax benefits		6,392			—			—			—		6,392
Cash dividends		(2,748	)		—			—			—		(2,748	)
Cash (used in) provided by financing activities		(53,267	)		(10,999	)		13,769			—		(50,497	)
Effect of exchange rate changes on cash		—			—			(4,150	)		—		(4,150	)
Net increase in cash and cash equivalents		1,027			—			34,901			—		35,928
Cash and cash equivalents—beginning of period		872			—			43,349			—		44,221
Cash and cash equivalents—end of period	$	1,899		$	—		$	78,250		$	—	$	80,149

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CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(In thousands)

	Nine Months Ended May 31, 2011
	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Operating Activities
Net cash provided by (used in) operating activities	$	15,423		$	(2,123	)	$	83,331		$	(1,533	)	$	95,098
Investing Activities
Proceeds from sale of property, plant and equipment		—			191			168			—			359
Proceeds from sale of businesses, net of transaction costs		—			—			3,463			—			3,463
Capital expenditures		(3,354	)		(3,537	)		(7,952	)		—			(14,843	)
Business acquisitions, net of cash acquired		—			(350	)		(159,697	)		—			(160,047	)
Cash used in investing activities		(3,354	)		(3,696	)		(164,018	)		—			(171,068	)
Financing Activities
Net borrowings on revolving credit facilities		—			—			14			—			14
Issuance of term loans		100,000			—			—			—			100,000
Intercompany loan activity		(95,141	)		5,819			89,322			—			—
Repurchases of 2% Convertible Notes		(34	)		—			—			—			(34	)
Debt issuance costs		(5,197	)		—			—			—			(5,197	)
Stock option exercises and related tax benefits		7,285			—			—			—			7,285
Cash dividends		(2,716	)		—			(1,533	)		1,533			(2,716	)
Cash provided by financing activities		4,197			5,819			87,803			1,533			99,352
Effect of exchange rate changes on cash		—			—			4,695			—			4,695
Net increase in cash and cash equivalents		16,266			—			11,811			—			28,077
Cash and cash equivalents—beginning of period		5,055			—			35,167			—			40,222
Cash and cash equivalents—end of period	$	21,321		$	—		$	46,978		$	—		$	68,299

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

Actuant Corporation, headquartered in Menomonee Falls, Wisconsin, is a Wisconsin corporation incorporated in 1910. We are a global diversified company that designs, manufactures and distributes a broad range of industrial products and systems to various end markets. We are organized into four operating and reportable segments: Industrial, Energy, Electrical and Engineered Solutions.

Our long-term goal is to grow annual diluted earnings per share (“EPS”), excluding unusual or non-recurring items, faster than most multi-industry peers. We intend to leverage our leading market positions to generate annual internal sales growth that exceeds the annual growth rates of the gross domestic product in the geographic regions in which we operate. In addition to internal sales growth, we are focused on acquiring complementary businesses. Following an acquisition, we seek to drive cost reductions, develop additional cross-selling opportunities and deepen customer relationships. We also focus on profit margin expansion and cash flow generation to achieve our financial and EPS growth goals. Our LEAD (“Lean Enterprise Across Disciplines”) process utilizes various continuous improvement techniques to drive out costs and improve efficiencies across all locations and functions worldwide, thereby expanding profit margins. Strong cash flow generation is achieved by maximizing returns on net assets and minimizing primary working capital needs. Our LEAD efforts also support our Growth + Innovation initiative, a process focused on improving core sales growth. The cash flow that results from efficient asset management and improved profitability is used to reduce debt and fund additional acquisitions and internal growth opportunities.

The comparability of the operating results for the three months and nine months ended May 31, 2012 to the comparable prior year periods has been impacted by acquisitions, changes in foreign currency translation rates and the economic conditions that exist in the end markets we serve. Listed below are the significant acquisitions completed since September 1, 2010.

Business	Segment	Acquisition Date
Turotest Medidores Ltda	Engineered Solutions	March 2012
Jeyco Pty Ltd.	Energy	February 2012
Weasler Engineering, Inc.	Engineered Solutions	June 2011
Mastervolt Intl. Holding B.V.	Electrical	December 2010

In addition to acquisitions, changes in foreign currency exchange rates also influence our financial results as approximately one-half of our sales are denominated in currencies other than the U.S. dollar. The year-over-year strengthening of the U.S. dollar during the first nine months of fiscal 2012 has negatively impacted our operating results due to the translation of non-U.S. dollar denominated results.

Our businesses provide a vast array of products and services across multiple customers, end markets and geographies which results in significant diversification. Since the global recession in 2009, the majority of our end markets have improved, the result of economic expansion, increased worldwide demand for energy, elevated industrial manufacturing activities and increased production of vehicles for the heavy-duty truck, construction, military and agricultural markets.

Our long-term growth will depend not only on changes in end markets and the overall economic environment, but also on our ability to identify, consummate and integrate strategic acquisitions, develop innovative new products, expand our business activity geographically (developing countries) and continuously improve operational excellence. We remain focused on maintaining our financial strength by adjusting our cost structure to reflect any reduction in market demand and by proactively managing working capital and cash flow generation.

Results of Operations

Core sales growth in the Industrial segment has recently moderated from previous quarters, primarily due to tougher prior year comparables. Overall we continue to experience strong industrial demand across most end markets and robust activity for customized high force hydraulic systems (integrated solutions). During fiscal 2012, the Energy segment has consistently delivered double digit core sales growth as certain oil & gas end markets continue to show strength. This improved end market demand and emerging market opportunities are expected to continue to drive core sales growth and operating profit margin expansion during the remainder of the fiscal year. While end market demand in our Electrical segment has not fully recovered from the depressed levels during the global economic recession, the segment generated solid core sales growth in the first nine months of fiscal 2012 – the result of price increases and recent improved demand for electrical products in the utility, OEM, solar and retail DIY channels. Finally, we expect continued core sales declines in the Engineered Solutions segment during the balance of the fiscal year, as a result of more difficult prior year comparables and weaker European auto and global truck OEM production schedules. On a consolidated basis, our Growth + Innovation initiatives and recent acquisitions are expected to provide significant growth opportunities, diversify our product offerings and expand our geographic presence.

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The following table sets forth our results of operations (in millions):

	Three Months Ended May 31,								Nine Months Ended May 31,
	2012				2011				2012				2011
Net sales	$	429	100	%	$	393	100	%	$	1,200	100	%	$	1,042	100	%
Cost of products sold		263	61	%		239	61	%		740	62	%		641	62	%
Gross profit		166	39	%		154	39	%		460	38	%		401	38	%
Selling, administrative and engineering expenses		91	21	%		89	23	%		264	22	%		244	23	%
Amortization of intangible assets		7	2	%		7	2	%		22	2	%		20	2	%
Operating profit		68	16	%		58	15	%		174	15	%		137	13	%
Financing costs, net		7	2	%		8	2	%		23	2	%		24	2	%
Debt refinancing charges		17	4	%		—	0	%		17	1	%		—	0	%
Other expense, net		3	1	%		1	0	%		3	0	%		1	0	%
Earnings before income tax expense		41	10	%		49	12	%		131	11	%		112	11	%
Income tax expense		7	2	%		11	3	%		27	2	%		25	2	%
Earnings from continuing operations	$	34	8	%	$	38	10	%	$	104	9	%	$	87	8	%

Net sales increased 9% to $429 million for the third quarter and 15% to $1,200 million for the nine months ended May 31, 2012 compared to $393 million and $1,042 million for the comparable three and nine month periods in the prior year. Changes in foreign currency exchange rates (most notably the Euro) had a $12 million and $8 million unfavorable impact on third quarter and year-to-date sales comparisons, respectively. Sales generated by businesses acquired since September 1, 2010, were $32 million and $139 million, respectively, for the three and nine months ended May 31, 2012. Consolidated core sales growth (growth excluding the effects of foreign exchange and acquisitions) was 4% and 6% on a quarterly and year-to-date basis, respectively, the result of broad based improvement in most of the Company’s served markets. Consolidated operating profit margins expanded in both the third quarter and year-to-date, the result of an improved cost structure, favorable product mix, selective price increases, reduced incentive compensation costs and improved operating leverage on the higher sales volumes. The changes in sales and operating profit at the segment level are discussed in further detail below.

Segment Results (in millions)

Industrial Segment

The Industrial segment is primarily involved in the design, manufacture and distribution of branded hydraulic and mechanical tools to the maintenance, industrial, infrastructure and production automation markets. During the third quarter of fiscal 2012, the segment generated core sales growth as certain end markets (mining, industrial, infrastructure) continued to show strength. The Industrial segment focuses on providing customers with innovative integrated solutions, commercializing new products and expanding in faster growing regions and vertical markets. The following table sets forth the results of operations for the Industrial segment (in millions):

	Three Months Ended May 31,						Nine Months Ended May 31,
	2012			2011			2012			2011
Net sales	$	110		$	108		$	309		$	284
Operating profit		31			30			85			70
Operating profit %		28	%		27	%		28	%		25	%

Fiscal 2012 third quarter net sales increased $2 million (2%) to $110 million compared to the prior year period, while year-to-date net sales increased $25 million (9%) to $309 million. Changes in foreign currency exchange rates negatively impacted sales comparisons by $3 million and $2 million for the three and nine month periods, respectively. Core sales growth was 5% for the third quarter and 9% year-to-date, driven by strong demand across our served end markets and geographies. These increased sales volumes, favorable product mix and lower incentive compensation costs resulted in operating profit margin expansion during both the third quarter and on a year-to-date basis. Industrial segment operating profit increased for the three and nine months ended May 31, 2012 by $1 million (4%) and $15 million (22%), respectively.

Energy Segment

The Energy segment provides joint integrity products and services, as well as rope and cable solutions to the global oil & gas, power generation and other energy markets. Being a later cycle business, our Energy segment was the last of our four segments to recover from the global recession. Worldwide requirements for energy and supportive oil prices have encouraged customers and asset owners to invest in capital projects or complete previously deferred maintenance activities. As a result, we are seeing broad-based strength across this segment, which has delivered five consecutive quarters of double digit core sales growth. The following table sets forth the results of operations for the Energy segment (in millions):

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	Three Months Ended May 31,						Nine Months Ended May 31,
	2012			2011			2012			2011
Net sales	$	96		$	78		$	256		$	210
Operating profit		19			14			43			32
Operating profit %		19	%		17	%		17	%		15	%

Energy segment net sales for the three and nine months ended May 31, 2012 increased $18 million (24%) and $46 million (22%), respectively, compared to the prior year periods. Excluding sales from the recently completed Jeyco acquisition and the impact of foreign currency exchange rates (which unfavorably impacted sales comparisons by $2 million and $1 million in the current quarter and year-to-date periods, respectively), core sales grew 23% and 21%, respectively in the three and nine months ended May 31, 2012. Core sales growth reflects higher activity levels across the segment’s diverse end markets, including maintenance spending in oil & gas, strong sales to the North American power generation (nuclear) market and capital project activity in offshore energy. Energy segment operating profit increased by $5 million (37%) to $19 million for the third quarter compared to a year-to-date increase of $11 million (35%) to $43 million. Improved year-to-date operating profit margins were driven by continued productivity improvements, increased operating leverage (driven by higher sales volumes) as well as a favorable adjustment to an acquisition earn-out provision.

Electrical Segment

The Electrical segment is primarily involved in the design, manufacture and distribution of a broad range of electrical products to the retail DIY, wholesale, OEM, solar, utility, marine and harsh environment markets. During the third quarter of fiscal 2012, the Electrical segment delivered double digit core sales growth, as North American end markets (utility, DIY, wholesale and OEM) continued to recover from recessionary lows and activity levels in European solar markets improved. Future results of the Electrical segment will continue to be impacted by fluctuations in commodity costs, the realization of price increases, changes in European solar feed-in tariffs and end market demand in North America. The following table sets forth the results of operations for the Electrical segment (in millions):

	Three Months Ended May 31,						Nine Months Ended May 31,
	2012			2011			2012			2011
Net sales	$	86		$	80		$	246		$	206
Operating profit		9			5			20			14
Operating profit %		10	%		7	%		8	%		7	%

Fiscal 2012 third quarter Electrical segment net sales increased $6 million (7%) to $86 million. Excluding the $2 million unfavorable impact of changes in foreign currency exchange rates, core sales growth was 10%, the result of price increases and higher sales volumes in the retail, industrial, utility and solar markets. Electrical segment net sales for the nine months ended May 31, 2012 were $246 million, a $40 million (19%) improvement over the prior year period. Excluding sales from the Mastervolt acquisition and changes in foreign currency exchange rates, core sales growth for the nine months ended May 31, 2012 was 8%. Electrical segment operating profit for the three and nine months ended May 31, 2012 was $9 million and $20 million, respectively. Despite unfavorable acquisition mix, higher incentive compensation costs and $0.5 million of restructuring costs associated with plant closures, quarterly operating profit increased due to higher sales volumes and favorable product mix.

Engineered Solutions Segment

The Engineered Solutions segment provides highly engineered position and motion control systems to OEMs in a variety of markets. As expected, this segment experienced a core sales decline in the third quarter, reflecting lower production rates by European and China truck OEMs, as well as automotive OEMs. However, most other end markets are seeing increased sales levels, including strong demand from the global agriculture and North American truck and construction equipment end markets. The recent Weasler and Turotest acquisitions have provided sales and earnings growth opportunities for the segment, by expanding into new markets (primarily in the North American, European and Brazilian agricultural markets). The following table sets forth the results of operations for the Engineered Solutions segment (in millions):

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	Three Months Ended May 31,						Nine Months Ended May 31,
	2012			2011			2012			2011
Net sales	$	137		$	127		$	390		$	342
Operating profit		19			20			51			47
Operating profit %		14	%		16	%		13	%		14	%

Engineered Solutions segment third quarter net sales increased $10 million (8%) from $127 million in the prior year to $137 million in fiscal 2012. During the nine months ended May 31, 2012, year-over-year net sales increased $48 million (14%) to $390 million. Excluding foreign currency rate changes and sales from acquired businesses, core sales declined 11%, and 7% respectively, for the third quarter and first nine months of fiscal 2012. The impact of sales from acquired businesses was $29 million and $77 million in the three and nine months ended May 31, 2012, respectively. The decline in core sales was due to a reduction in OEM production schedules for convertible auto as well as China and European heavy-duty trucks. Segment operating profit declined from the prior year periods as the impact of the reduced volume and related under-absorption of operating costs was only partially offset by lower incentive compensation costs and favorable segment mix.

General Corporate

General corporate expenses for the three and nine months ended May 31, 2012 were $9 million and $25 million compared to $11 million and $27 million in the comparable prior year periods. Corporate expenses declined due to reduced incentive compensation costs and lower idle facility holding costs, offset by increased Growth + Innovation expenditures.

Financing Costs, net

All debt is considered to be for general corporate purposes and therefore financing costs have not been allocated to our segments. Financing costs, net declined modestly year-over-year due to lower interest rates and amounts outstanding under the Company’s credit facility.

Debt Refinancing Charges

During the three months ended May 31, 2012, the Company recognized a $17 million debt refinancing charge, which included $10 million of tender premium paid to holders of existing 6.875% Senior Notes, a $2 million write-off of deferred financing fees and debt discount and a $4 million charge related to the termination of the interest rate swap agreements.

Income Tax Expense

Our effective income tax rate was 16.1% and 20.9% for the three and nine months ended May 31, 2012, respectively, and 23.0% and 22.0% for the comparable prior year periods. The year-over-year decline resulted from increased utilization of foreign tax credits, favorable tax reserve adjustments as a result of the lapsing of various tax statutes of limitations, the utilization of net operating losses and the tax benefit on the debt refinancing charges (Note 7, “Debt”) being recognized at the U.S. statutory rates (which are higher than the Company’s consolidated global effective tax rate).

Cash Flows

The following table summarizes the cash flows from operating, investing and financing activities (in millions):

	Nine Months Ended May 31,
	2012			2011
Net cash provided by operating activities	$	129		$	95
Net cash used in investing activities		(39	)		(171	)
Net cash (used in) provided by financing activities		(50	)		99
Effect of exchange rates on cash		(4	)		5
Net increase in cash and cash equivalents	$	36		$	28

Cash flows from operating activities during the nine months ended May 31, 2012 were $129 million, the result of net earnings offset by the $28 million payment of fiscal 2011 incentive compensation costs, $15 million use of cash related to the debt refinancing transactions and increased working capital requirements. This operating cash flow and the proceeds from the third quarter debt refinancing funded $39 million of treasury stock purchases, $30 million of capital deployed for acquisitions and the repayment of revolving credit facility borrowings. Proceeds from the sale of property, plant and equipment (which included the sale-leaseback of certain equipment and the sale of a vacant facility) were $8 million, while related capital expenditures were $17 million.

As described in Note 7, “Debt” we refinanced a portion of our long-term debt at lower interest rates and reduced overall indebtedness with the conversion of our $117 million of 2% Convertible Notes into shares of common stock. These actions will reduce our future financing costs and improve our capital structure.

In the first nine months of fiscal 2011 we utilized the cash provided from operating activities and new borrowings under our Senior Credit Facility to fund the $158 million acquisition of Mastervolt.

24

Primary Working Capital Management

We use primary working capital as a percentage of sales (PWC %) as a key indicator of working capital management efficiency. We define this metric as the sum of net accounts receivable and net inventory less accounts payable, divided by the past three months sales annualized. The following table shows the components of the metric (in millions):

	May 31, 2012			PWC%			May 31, 2011			PWC%
Accounts receivable, net	$	238			14	%	$	234			15	%
Inventory, net		206			12	%		213			14	%
Accounts payable		(168	)		-10	%		(172	)		-11	%
Net primary working capital	$	276			16	%	$	275			18	%

Improved working capital management drove a reduction in our PWC % despite a growth in sales and contributed to favorable current year cash flow from operating activities.

Liquidity

Our Senior Credit Facility includes a $600 million revolving credit facility, a $100 million term loan and a $300 million expansion option. Quarterly principal payments of $1.25 million began on the $100 million term loan on March 31, 2012, increasing to $2.5 million per quarter beginning on March 31, 2013, with the remaining principal due at maturity. At May 31, 2012, we had $80 million of cash and cash equivalents and $598 million of available liquidity under our Senior Credit Facility. Our scheduled debt repayments over the next three years aggregated approximate $30 million, providing substantial flexibility. We believe that the availability under the Senior Credit Facility, combined with our existing cash and funds generated from operations will be adequate to meet operating, debt service, stock buyback, acquisition funding and capital expenditure requirements for the foreseeable future.

Commitments and Contingencies

We lease certain facilities, computers, equipment and vehicles under various operating lease agreements, generally over periods from one to twenty years. Under most arrangements, we pay the property taxes, insurance, maintenance and expenses related to the leased property. Many of the leases include provisions that enable us to renew the lease based upon fair value rental rates on the date of expiration of the initial lease.

In the normal course of business we have entered into certain real estate and equipment leases or have guaranteed such leases on behalf of our subsidiaries. In conjunction with the spin-off of a former subsidiary in fiscal 2000, we assigned our rights in the leases used by the former subsidiary, but were not released as a responsible party from all such leases by the lessors. All of these businesses were subsequently sold. We remain contingently liable for those leases if any of these businesses are unable to fulfill their obligations thereunder. The discounted present value of future minimum lease payments for these leases was $3.7 million at May 31, 2012.

We had outstanding letters of credit of approximately $8 million and $9 million at May 31, 2012 and August 31, 2011, respectively, the majority of which secure self-insured workers compensation liabilities.

Contractual Obligations

Our contractual obligations are discussed in Part 1, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Contractual Obligations” in our Annual Report on Form 10-K for the year ended August 31, 2011. Our contractual obligations have not materially changed since that report was filed, except with respect to debt maturities. As discussed in Note 7, “Debt” in the notes to the condensed consolidated financial statements, during the third quarter of fiscal 2012, we refinanced our 6.875% Senior Notes (due 2017) with new 5.625% Senior Notes (due 2022) and substantially all of the outstanding 2% Convertible Notes were converted into common stock.

Item 3 – Quantitative and Qualitative Disclosures about Market Risk

There has been no significant change in our exposure to market risk during the nine months ended May 31, 2012. For a discussion of our exposure to market risk, refer to Item 7A, Quantitative and Qualitative Disclosures about Market Risk, contained in our Annual Report on Form 10-K for the fiscal year ended August 31, 2011.

25

Item 4 – Controls and Procedures

Evaluation of Disclosure Controls and Procedures.

Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report (the “Evaluation Date”). Based on this evaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to the Company, including consolidated subsidiaries, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to the Company’s management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). There have been no changes in our internal control over financial reporting that occurred during the quarter ended May 31, 2012 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II – OTHER INFORMATION

Items 1, 1A, 3, 4 and 5 are not applicable and have been omitted.

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

In September 2011, the Company’s Board of Directors authorized a stock repurchase program to acquire up to 7 million shares of the Company’s outstanding Class A Common Stock. The following table presents information regarding the repurchase of common stock by the Company during the three months ended May 31, 2012. All of the shares were repurchased as part of the publicly announced program.

Period	Total Number of Shares Purchased		Average Price Paid per Share		Maximum Number of Shares That May Yet Be Purchased Under the Program
March 1 to March 31, 2012		—		—		6,000,720
April 1 to April 30, 2012		—		—		6,000,720
May 1 to May 31, 2012		732,965	$	25.71		5,267,755
Total		732,965	$	25.71

Item 6 – Exhibits

(a) Exhibits

See “Index to Exhibits” on page 28, which is incorporated herein by reference.

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SIGNATURE

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.

	ACTUANT CORPORATION
	(Registrant)
Date: July 9, 2012	By:	/s/ Andrew G. Lampereur
		Andrew G. Lampereur
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

27

ACTUANT CORPORATION

(the “Registrant”)

(Commission File No. 1-11288)

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED May 31, 2012

INDEX TO EXHIBITS

Exhibit	Description	Incorporated Herein By Reference To	Filed Herewith
4.1	Indenture dated April 16, 2012, with respect to the Company’s 5.625% Senior Notes due 2022, among Actuant Corporation, the guarantors party thereto, and U.S. Bank National Association, as trustee.	Form 8-K filed with the SEC on April 18, 2012
4.2	Supplemental Indenture dated April 16, 2012, with respect to the Company’s 6.875% Senior Notes due 2017, among Actuant Corporation, the guarantors party thereto, and U.S. Bank National Association, as trustee.	Form 8-K filed with the SEC on April 18, 2012
10.1	Purchase Agreement dated as of April 2, 2011, by and among Actuant Corporation and certain of its subsidiaries named therein, and Wells Fargo Securities, LLC, as representative of the several Initial Purchasers named therein.	Form 8-K filed with the SEC on April 6, 2012
10.2	Registration Rights Agreement dated April 16, 2012, among Actuant Corporation and the initial purchasers of the Company’s 5.625% Senior Notes due 2022.	Form 8-K filed with the SEC on April 18, 2012
10.3	Form of Actuant Corporation Change in Control Agreement for Messrs. Arzbaecher, Blackmore, Goldstein, Kobylinski, Lampereur, Scheer, Wozniak and Ms. Grissom.	Form 8-K filed with the SEC on May 2, 2012
10.4	Form of Actuant Corporation Change in Control Agreement for Messrs. Axline and Boel.	Form 8-K filed with the SEC on May 2, 2012
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002			X
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002			X
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002			X
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002			X
101*	The following materials from the Actuant Corporation Form 10-Q for the quarter ended May 31, 2012 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Cash Flows and (iv) the Notes to Condensed Consolidated Financial Statements.

* Furnished herewith

28

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Robert C. Arzbaecher, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Actuant Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting

Date: July 9, 2012

/s/ Robert C. Arzbaecher

Robert C. Arzbaecher

Chairman, Chief Executive Officer and President

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Andrew G. Lampereur, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Actuant Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting

Date: July 9, 2012

/s/ Andrew G. Lampereur

Andrew G. Lampereur

Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

WRITTEN STATEMENT OF THE CHIEF EXECUTIVE OFFICER

Pursuant to 18 U.S.C. ss.1350, I, the undersigned Chairman, Chief Executive Officer and President of Actuant Corporation (the “Company”), hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarterly period ended May 31, 2012 (the “Report”) fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in the Report.

Date: July 9, 2012

/s/ Robert C. Arzbaecher

Robert C. Arzbaecher

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Actuant Corporation and will be retained by Actuant Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to the Form 10-Q and shall not be considered filed as part of the Form 10-Q.

EX-32.2

Exhibit 32.2

WRITTEN STATEMENT OF THE CHIEF FINANCIAL OFFICER

Pursuant to 18 U.S.C. ss.1350, I, the undersigned Executive Vice President and Chief Financial Officer of Actuant Corporation (the “Company”), hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarterly period ended May 31, 2012 (the “Report”) fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in the Report.

Date: July 9, 2012

/s/ Andrew G. Lampereur

Andrew G. Lampereur

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Actuant Corporation and will be retained by Actuant Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to the Form 10-Q and shall not be considered filed as part of the Form 10-Q.

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Rollforward of Accrued Product Warranty Reserve (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	May 31, 2012	May 31, 2011
Warranty Liability [Line Items]
Beginning balance	$ 23,707	$ 7,868
Purchase accounting adjustments	(7,726)
Warranty reserves of acquired business	237	10,870
Provision for warranties	8,444	7,416
Warranty payments and costs incurred	(8,567)	(3,664)
Impact of changes in foreign currency rates	(2,043)	1,366
Ending balance	$ 14,052	$ 23,856

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Condensed Consolidating Balance Sheets (Detail) (USD $) In Thousands, unless otherwise specified	May 31, 2012	Aug. 31, 2011
Guarantor Obligations [Line Items]
Current assets	$ 575,291	$ 546,484
Property, plant & equipment, net	115,965	128,649
Goodwill	873,682	888,466
Other intangibles, net	454,360	479,406
Other long-term assets	14,811	13,676
Total assets	2,034,109	2,056,681
Current liabilities	325,762	330,303
Long-term debt	392,500	522,727
Deferred income taxes	133,619	165,945
Pension and post-retirement benefit liabilities	18,171	18,864
Other long-term liabilities	86,772	99,829
Shareholders' equity	1,077,285	919,013
Total liabilities and shareholders' equity	2,034,109	2,056,681
Parent
Guarantor Obligations [Line Items]
Current assets	83,779	87,982
Property, plant & equipment, net	6,684	4,327
Goodwill	62,543	62,543
Other intangibles, net	14,857	15,861
Investment in subsidiaries	1,884,934	1,859,779
Other long-term assets	12,490	10,862
Total assets	2,065,287	2,041,354
Current liabilities	90,009	76,300
Long-term debt	392,500	522,727
Deferred income taxes	92,126	124,469
Pension and post-retirement benefit liabilities	16,119	16,452
Other long-term liabilities	59,234	59,466
Intercompany payable	338,014	322,927
Shareholders' equity	1,077,285	919,013
Total liabilities and shareholders' equity	2,065,287	2,041,354
Guarantors
Guarantor Obligations [Line Items]
Current assets	159,031	155,067
Property, plant & equipment, net	33,251	37,133
Goodwill	433,193	432,184
Other intangibles, net	206,925	216,277
Intercompany receivable	399,007	277,157
Investment in subsidiaries	440,620	379,170
Other long-term assets	22	51
Total assets	1,672,049	1,497,039
Current liabilities	63,592	70,126
Other long-term liabilities	660	779
Shareholders' equity	1,607,797	1,426,134
Total liabilities and shareholders' equity	1,672,049	1,497,039
Non-Guarantors
Guarantor Obligations [Line Items]
Current assets	332,481	303,435
Property, plant & equipment, net	76,030	87,189
Goodwill	377,946	393,739
Other intangibles, net	232,578	247,268
Intercompany receivable	281,587	288,701
Investment in subsidiaries	120,266	67,794
Other long-term assets	2,299	2,763
Total assets	1,423,187	1,390,889
Current liabilities	172,161	183,877
Deferred income taxes	41,493	41,476
Pension and post-retirement benefit liabilities	2,052	2,412
Other long-term liabilities	26,878	39,584
Intercompany payable	342,580	242,931
Shareholders' equity	838,023	880,609
Total liabilities and shareholders' equity	1,423,187	1,390,889
Eliminations
Guarantor Obligations [Line Items]
Intercompany receivable	(680,594)	(565,858)
Investment in subsidiaries	(2,445,820)	(2,306,743)
Total assets	(3,126,414)	(2,872,601)
Intercompany payable	(680,594)	(565,858)
Shareholders' equity	(2,445,820)	(2,306,743)
Total liabilities and shareholders' equity	$ (3,126,414)	$ (2,872,601)

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Reconciliation of Net Earnings to Comprehensive Income (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	May 31, 2012	May 31, 2011	May 31, 2012	May 31, 2011
Comprehensive Income (Loss) [Line Items]
Net earnings	$ 34,401	$ 36,358	$ 103,750	$ 70,177
Foreign currency translation adjustment	(36,448)	20,114	(65,043)	47,924
Changes in net unrealized gains and losses, net of tax	2,940	(787)	2,911	2,052
Comprehensive income	$ 893	$ 55,685	$ 41,618	$ 120,153

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Condensed Consolidating Statements of Cash Flows (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	May 31, 2012	May 31, 2011
Guarantor Obligations [Line Items]
Net cash provided by (used in) operating activities	$ 129,314	$ 95,098
Proceeds from sale of property, plant and equipment	8,486	359
Proceeds from sale of businesses, net of transaction costs		3,463
Capital expenditures	(17,491)	(14,843)
Business acquisitions, net of cash acquired	(29,734)	(160,047)
Net cash used in investing activities	(38,739)	(171,068)
Net repayments on revolving credit facilities	(58,167)	14
Issuance of term loans		100,000
Principal repayments on term loan	(1,250)
Repurchases of 2% Convertible Notes	(102)	(34)
Proceeds on 5.625% Senior Note issuance	300,000
Redemption of 6.875% Senior Notes	(250,000)
Debt issuance costs	(5,340)	(5,197)
Purchase of treasury shares	(39,282)
Stock option exercises and related tax benefits	6,392	7,285
Cash dividends	(2,748)	(2,716)
Net cash provided by (used in) financing activities	(50,497)	99,352
Effect of exchange rate changes on cash	(4,150)	4,695
Net increase in cash and cash equivalents	35,928	28,077
Cash and cash equivalents-beginning of period	44,221	40,222
Cash and cash equivalents-end of period	80,149	68,299
Parent
Guarantor Obligations [Line Items]
Net cash provided by (used in) operating activities	56,851	15,423
Proceeds from sale of property, plant and equipment	2,100
Capital expenditures	(4,367)	(3,354)
Business acquisitions, net of cash acquired	(290)
Net cash used in investing activities	(2,557)	(3,354)
Net repayments on revolving credit facilities	(57,990)
Issuance of term loans		100,000
Intercompany loan activity	(2,947)	(95,141)
Principal repayments on term loan	(1,250)
Repurchases of 2% Convertible Notes	(102)	(34)
Proceeds on 5.625% Senior Note issuance	300,000
Redemption of 6.875% Senior Notes	(250,000)
Debt issuance costs	(5,340)	(5,197)
Purchase of treasury shares	(39,282)
Stock option exercises and related tax benefits	6,392	7,285
Cash dividends	(2,748)	(2,716)
Net cash provided by (used in) financing activities	(53,267)	4,197
Net increase in cash and cash equivalents	1,027	16,266
Cash and cash equivalents-beginning of period	872	5,055
Cash and cash equivalents-end of period	1,899	21,321
Guarantors
Guarantor Obligations [Line Items]
Net cash provided by (used in) operating activities	13,659	(2,123)
Proceeds from sale of property, plant and equipment	137	191
Capital expenditures	(2,797)	(3,537)
Business acquisitions, net of cash acquired		(350)
Net cash used in investing activities	(2,660)	(3,696)
Intercompany loan activity	(10,999)	5,819
Net cash provided by (used in) financing activities	(10,999)	5,819
Non-Guarantors
Guarantor Obligations [Line Items]
Net cash provided by (used in) operating activities	58,804	83,331
Proceeds from sale of property, plant and equipment	6,249	168
Proceeds from sale of businesses, net of transaction costs		3,463
Capital expenditures	(10,327)	(7,952)
Business acquisitions, net of cash acquired	(29,444)	(159,697)
Net cash used in investing activities	(33,522)	(164,018)
Net repayments on revolving credit facilities	(177)	14
Intercompany loan activity	13,946	89,322
Cash dividends		(1,533)
Net cash provided by (used in) financing activities	13,769	87,803
Effect of exchange rate changes on cash	(4,150)	4,695
Net increase in cash and cash equivalents	34,901	11,811
Cash and cash equivalents-beginning of period	43,349	35,167
Cash and cash equivalents-end of period	78,250	46,978
Eliminations
Guarantor Obligations [Line Items]
Net cash provided by (used in) operating activities		(1,533)
Cash dividends		1,533
Net cash provided by (used in) financing activities		$ 1,533

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Reconciliations between Basic and Diluted Earnings Per Share (Parenthetical) (Detail) (2% Convertible Notes)	May 31, 2012	Aug. 31, 2011	May 31, 2011	Nov. 30, 2003
2% Convertible Notes
Earnings Per Share Disclosure [Line Items]
Debt instrument, interest rate	2.00%	2.00%	2.00%	2.00%

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Discontinued Operations - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	9 Months Ended
	May 31, 2011	May 31, 2011
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of businesses, net of transaction costs		$ 3,463
Loss on disposal of business	$ (2,086)	$ (15,829)

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Debt (Tables)

9 Months Ended

May 31, 2012

Long-Term Indebtedness

The following is a summary of the Company’s long-term indebtedness (in thousands):

	May 31, 2012			August 31, 2011
Senior Credit Facility
Revolver	$	—		$	58,000
Term Loan		98,750			100,000
		98,750			158,000
5.625% Senior Notes		300,000			—
6.875% Senior Notes		—			249,432
Total Senior Indebtedness		398,750			407,432
Convertible subordinated debentures (“2% Convertible Notes”)		—			117,795
Total Debt		398,750			525,227
Less: current maturities of long-term debt		(6,250	)		(2,500	)
Total long-term debt, less current maturities	$	392,500		$	522,727

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Summary of Financial Information by Reportable Segment and Product Line (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	May 31, 2012	May 31, 2011	May 31, 2012	May 31, 2011	Aug. 31, 2011
Segment Reporting Information [Line Items]
Net sales	$ 429,215	$ 392,777	$ 1,200,038	$ 1,041,887
Operating profit	67,664	58,001	174,401	136,619
Assets	2,034,109		2,034,109		2,056,681
Industrial
Segment Reporting Information [Line Items]
Net sales	110,102	107,759	308,696	284,086
Operating profit	30,682	29,517	85,307	69,853
Assets	277,918		277,918		263,680
Energy
Segment Reporting Information [Line Items]
Net sales	96,399	78,002	255,758	210,333
Operating profit	18,515	13,545	43,364	32,194
Assets	532,871		532,871		517,428
Electrical
Segment Reporting Information [Line Items]
Net sales	85,947	80,329	245,885	205,901
Operating profit	8,814	5,462	19,592	14,168
Assets	506,248		506,248		547,556
Engineered Solutions
Segment Reporting Information [Line Items]
Net sales	136,767	126,687	389,699	341,567
Operating profit	18,467	19,977	50,747	47,203
Assets	621,197		621,197		632,242
Vehicle Systems
Segment Reporting Information [Line Items]
Net sales	75,417	94,423	220,696	250,926
Other
Segment Reporting Information [Line Items]
Net sales	61,350	32,264	169,003	90,641
General Corporate
Segment Reporting Information [Line Items]
Operating profit	(8,814)	(10,500)	(24,609)	(26,799)
Assets	$ 95,875		$ 95,875		$ 95,775

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Debt - Additional Information (Detail) (USD $)	3 Months Ended	9 Months Ended		12 Months Ended							1 Months Ended		3 Months Ended		9 Months Ended		9 Months Ended		9 Months Ended				1 Months Ended	3 Months Ended		12 Months Ended
	May 31, 2012	May 31, 2012	May 31, 2011	Aug. 31, 2011	May 31, 2012 Minimum	May 31, 2012 Maximum	Feb. 23, 2011 Libor Rate Minimum	Feb. 23, 2011 Libor Rate Maximum	Feb. 23, 2011 Base Rate Minimum	Feb. 23, 2011 Base Rate Maximum	Apr. 16, 2012 5.625% Senior Notes	May 31, 2012 5.625% Senior Notes	May 31, 2012 6.875% Senior Notes	Aug. 31, 2011 6.875% Senior Notes	May 31, 2012 Senior Credit Facility	Feb. 23, 2011 Senior Credit Facility	May 31, 2012 Senior Credit Facility - Revolver	Feb. 23, 2011 Senior Credit Facility - Revolver	May 31, 2012 Senior Credit Facility - Revolver Minimum	May 31, 2012 Senior Credit Facility - Revolver Maximum	May 31, 2012 Senior Credit Facility - Term Loan	Feb. 23, 2011 Senior Credit Facility - Term Loan	Nov. 30, 2003 2% Convertible Notes	May 31, 2012 2% Convertible Notes	Nov. 30, 2011 2% Convertible Notes	Aug. 31, 2011 2% Convertible Notes	May 31, 2011 2% Convertible Notes
Debt Instrument [Line Items]
Debt instrument, maturity date											Jun. 15, 2022				Feb. 23, 2016								Nov. 15, 2023
Maximum borrowing capacity																		$ 600,000,000				$ 100,000,000
Senior credit facility expansion option, available																300,000,000
Debt instrument interest rate over variable rate							1.25%	2.50%	0.25%	1.25%
Debt interest rate, actual current spread		1.75%															2.00%				2.25%
Percentage of non-use fee, annually																			0.20%	0.40%
Unused credit line																	598,300,000
Quarterly installments payable on term loan																					1,250,000
Increased quarterly installments, payable on term loan																					2,500,000
Leverage ratio						3.75
Fixed charge coverage ratio					1.50
Senior Notes											300,000,000	300,000,000		249,432,000
Debt instrument, interest rate											5.625%	5.625%	6.875%	6.875%									2.00%	2.00%		2.00%	2.00%
Redemption of 6.875% Senior Notes		250,000,000
Debt instrument, maturity year											2022		2017
Debt instrument redemption price percentage													104.00%
Redemption price of 6.875% Senior Notes, total													260,400,000
Senior subordinated convertible debentures																							150,000,000			117,795,000
Cash paid for repurchase																										32,200,000
Average price percentage of par value																										99.30%
Convertible Notes converted to class A common stock																									200,000
Debt conversion converted remaining instrument amount																								117,600,000
Number of shares issued due to calling of convertible notes																								5,951,440
Repurchases of 2% Convertible Notes		102,000	34,000																					100,000
Debt instrument conversion rate																								50.6554
Debt conversion principal amount																								1,000
Prior income tax to be recaptured																								15,600,000
Notional value of interest rate swap contracts				100,000,000
Interest rate swap contracts, maturity date				Mar. 23, 2016
Fixed interest rate of interest rate swap contracts				2.06%
Principal amount of Senior Credit Facility variable rate borrowings convertible to fixed interest rate borrowings				100,000,000
Termination date of interest rate swap agreements	April 3, 2012
Debt refinancing charges	16,830,000	16,830,000
Tender premium													10,400,000
Write-off of deferred financing fees and debt discount													2,300,000
Loss on termination of interest rate swap agreements	4,100,000
Related tax benefit on debt refinancing charge	$ (6,300,000)

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Gross Carrying Value and Accumulated Amortization of Intangible Assets (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	May 31, 2012	Aug. 31, 2011
Indefinite And Finite Lived Intangible Assets [Line Items]
Other intangibles, gross	$ 589,496	$ 596,084
Accumulated Amortization	135,136	116,678
Other intangibles, net	454,360	479,406
Tradenames
Indefinite And Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	162,443	167,465
Customer Relationships
Indefinite And Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	328,127	331,171
Accumulated Amortization	87,345	73,215
Net Book Value	240,782	257,956
Weighted Average Amortization Period	15 years
Patents
Indefinite And Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	50,259	51,169
Accumulated Amortization	33,802	31,221
Net Book Value	16,457	19,948
Weighted Average Amortization Period	13 years
Trademarks and Tradenames
Indefinite And Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	41,178	38,917
Accumulated Amortization	7,966	6,571
Net Book Value	33,212	32,346
Weighted Average Amortization Period	20 years
Non-Compete Agreements and Other
Indefinite And Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	7,489	7,362
Accumulated Amortization	6,023	5,671
Net Book Value	$ 1,466	$ 1,691
Weighted Average Amortization Period	4 years

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Guarantor Subsidiaries - Additional Information (Detail) (5.625% Senior Notes, USD $) In Thousands, unless otherwise specified	May 31, 2012	Apr. 16, 2012
5.625% Senior Notes
Guarantor Obligations [Line Items]
Issuance of Senior Notes	$ 300,000	$ 300,000
Debt instrument, interest rate	5.625%	5.625%
Debt instrument, maturity year		2022

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Income Taxes - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	May 31, 2012	May 31, 2011	May 31, 2012	May 31, 2011	Aug. 31, 2011
Income Taxes [Line Items]
Effective income tax rate	16.10%	23.00%	20.90%	22.00%
Gross liability for unrecognized tax benefits, excluding interest and penalties	$ 24.2		$ 24.2		$ 26.2
Liabilities for payment of interest and penalties related to its unrecognized tax benefits	$ 4.4		$ 4.4		$ 5.1

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Discontinued Operations

9 Months Ended

May 31, 2012

Discontinued Operations

Note 3. Discontinued Operations

In the second quarter of fiscal 2011, the Company completed the sale of the European Electrical business for total cash proceeds of $3.5 million, net of transaction costs. As a result of the sale transaction, the Company recognized a pre-tax loss on disposal of $15.8 million. The following table summarizes the results of the European Electrical business, which has been reported as discontinued operations (in thousands):

	Three Months Ended May 31, 2011			Nine Months Ended May 31, 2011
Net sales	$	—		$	49,305
Loss on disposal of business		(2,086	)		(15,829	)
Loss from operations of divested business		—			(1,157	)
Income tax benefit		84			—
Loss from discontinued operations, net of income taxes	$	(2,002	)	$	(16,986	)

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Fair Value of Financial Assets and Liabilities Included in Condensed Consolidated Balance Sheet (Detail) (USD $) In Thousands, unless otherwise specified	May 31, 2012	Aug. 31, 2011
Level 1 Valuation
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash equivalents	$ 681	$ 1,958
Investments	1,514	1,464
Level 2 Valuation
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Foreign currency forward contracts	(1,790)	(81)
Interest rate swap contracts		$ (4,552)

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Segment Information (Tables)

9 Months Ended

May 31, 2012

Summary of Financial Information by Reportable Segment and Product Line

The following tables summarize financial information by reportable segment and product line (in thousands):

	Three Months Ended May 31,						Nine Months Ended May 31,
	2012			2011			2012			2011
Net Sales by Segment:
Industrial	$	110,102		$	107,759		$	308,696		$	284,086
Energy		96,399			78,002			255,758			210,333
Electrical		85,947			80,329			245,885			205,901
Engineered Solutions		136,767			126,687			389,699			341,567
	$	429,215		$	392,777		$	1,200,038		$	1,041,887
Net Sales by Reportable Product Line:
Industrial	$	110,102		$	107,759		$	308,696		$	284,086
Energy		96,399			78,002			255,758			210,333
Electrical		85,947			80,329			245,885			205,901
Vehicle Systems		75,417			94,423			220,696			250,926
Other		61,350			32,264			169,003			90,641
	$	429,215		$	392,777		$	1,200,038		$	1,041,887
Operating Profit:
Industrial	$	30,682		$	29,517		$	85,307		$	69,853
Energy		18,515			13,545			43,364			32,194
Electrical		8,814			5,462			19,592			14,168
Engineered Solutions		18,467			19,977			50,747			47,203
General Corporate		(8,814	)		(10,500	)		(24,609	)		(26,799	)
	$	67,664		$	58,001		$	174,401		$	136,619
							May 31, 2012			August 31, 2011
Assets:
Industrial							$	277,918		$	263,680
Energy								532,871			517,428
Electrical								506,248			547,556
Engineered Solutions								621,197			632,242
General Corporate								95,875			95,775
							$	2,034,109		$	2,056,681

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Other Comprehensive Income (Loss) (Tables)

9 Months Ended

May 31, 2012

Reconciliation of Net Earnings to Comprehensive Income

The following table sets forth the reconciliation of net earnings to comprehensive income (in thousands):

	Three Months Ended May 31,						Nine Months Ended May 31,
	2012			2011			2012			2011
Net earnings	$	34,401		$	36,358		$	103,750		$	70,177
Foreign currency translation adjustment		(36,448	)		20,114			(65,043	)		47,924
Changes in net unrealized gains and losses, net of tax		2,940			(787	)		2,911			2,052
Comprehensive income	$	893		$	55,685		$	41,618		$	120,153

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Condensed Consolidating Statements of Cash Flows (Parenthetical) (Detail)	May 31, 2012 2% Convertible Notes	Aug. 31, 2011 2% Convertible Notes	May 31, 2011 2% Convertible Notes	Nov. 30, 2003 2% Convertible Notes	May 31, 2012 5.625% Senior Notes	Apr. 16, 2012 5.625% Senior Notes	May 31, 2012 6.875% Senior Notes	Aug. 31, 2011 6.875% Senior Notes
Guarantor Obligations [Line Items]
Debt instrument, interest rate	2.00%	2.00%	2.00%	2.00%	5.625%	5.625%	6.875%	6.875%

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Fair Value Measurement - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	May 31, 2012 2% Convertible Notes	Aug. 31, 2011 2% Convertible Notes	May 31, 2011 2% Convertible Notes	Nov. 30, 2003 2% Convertible Notes	May 31, 2012 6.875% Senior Notes	Aug. 31, 2011 6.875% Senior Notes	May 31, 2012 5.625% Senior Notes	Apr. 16, 2012 5.625% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Outstanding debt, amount		$ 117.8				$ 250.0	$ 300.0
Fair value of long-term debt		$ 127.9				$ 252.5	$ 306.8
Debt instrument, interest rate	2.00%	2.00%	2.00%	2.00%	6.875%	6.875%	5.625%	5.625%

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Guarantor Subsidiaries (Tables)

9 Months Ended

May 31, 2012

Condensed Consolidating Statements of Earnings

CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS

(In thousands)

	Three Months Ended May 31, 2012
	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Net sales	$	53,206		$	153,967		$	222,042		$	—		$	429,215
Cost of products sold		17,112			105,368			140,615			—			263,095
Gross profit		36,094			48,599			81,427			—			166,120
Selling, administrative and engineering expenses		21,609			26,264			43,190			—			91,063
Amortization of intangible assets		335			3,412			3,646			—			7,393
Operating profit		14,150			18,923			34,591			—			67,664
Financing costs, net		7,255			(22	)		3			—			7,236
Intercompany expense (income), net		(8,412	)		1,432			6,980			—			—
Debt refinancing charges		16,830			—			—			—			16,830
Other expense (income), net		(111	)		907			1,808			—			2,604
Earnings (loss) before income tax expense (benefit)		(1,412	)		16,606			25,800			—			40,994
Income tax expense (benefit)		(2,898	)		3,716			5,775			—			6,593
Net earnings before equity in earnings of subsidiaries		1,486			12,890			20,025			—			34,401
Equity in earnings (loss) of subsidiaries		32,915			16,521			(450	)		(48,986	)		—
Net earnings	$	34,401		$	29,411		$	19,575		$	(48,986	)	$	34,401
	Three Months Ended May 31, 2011
	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Net sales	$	45,301		$	142,145		$	205,331		$	—		$	392,777
Cost of products sold		11,904			97,584			129,251			—			238,739
Gross profit		33,397			44,561			76,080			—			154,038
Selling, administrative and engineering expenses		24,840			24,568			39,758			—			89,166
Amortization of intangible assets		—			3,893			2,978			—			6,871
Operating profit		8,557			16,100			33,344			—			58,001
Financing costs, net		7,850			—			—			—			7,850
Intercompany expense (income), net		(984	)		4,453			(3,469	)		—			—
Other expense (income), net		(3,628	)		194			3,765			—			331
Earnings from continuing operations before income tax expense		5,319			11,453			33,048			—			49,820
Income tax expense		1,224			2,635			7,601			—			11,460
Net earnings from continuing operations before equity in earnings of subsidiaries		4,095			8,818			25,447			—			38,360
Equity in earnings of subsidiaries		33,136			22,368			1,232			(56,736	)		—
Earnings from continuing operations		37,231			31,186			26,679			(56,736	)		38,360
Loss from discontinued operations, net of income taxes		(873	)		—			(1,129	)		—			(2,002	)
Net earnings	$	36,358		$	31,186		$	25,550		$	(56,736	)	$	36,358

CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS

(In thousands)

	Nine Months Ended May 31, 2012
	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Net sales	$	151,240		$	427,839		$	620,959		$	—		$	1,200,038
Cost of products sold		49,505			297,651			392,862			—			740,018
Gross profit		101,735			130,188			228,097			—			460,020
Selling, administrative and engineering expenses		61,935			79,138			122,862			—			263,935
Amortization of intangible assets		1,005			10,243			10,436			—			21,684
Operating profit		38,795			40,807			94,799			—			174,401
Financing costs, net		23,527			(14	)		(234	)		—			23,279
Intercompany expense (income), net		(24,585	)		3,731			20,854			—			—
Debt refinancing charges		16,830			—			—			—			16,830
Other expense (income), net		904			2,581			(395	)		—			3,090
Earnings before income tax expense		22,119			34,509			74,574			—			131,202
Income tax expense		2,542			7,858			17,052			—			27,452
Net earnings before equity in earnings of subsidiaries		19,577			26,651			57,522			—			103,750
Equity in earnings of subsidiaries		84,173			51,134			988			(136,295	)		—
Net earnings	$	103,750		$	77,785		$	58,510		$	(136,295	)	$	103,750
	Nine Months Ended May 31, 2011
	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Net sales	$	119,206		$	388,059		$	534,622		$	—		$	1,041,887
Cost of products sold		33,838			270,580			336,551			—			640,969
Gross profit		85,368			117,479			198,071			—			400,918
Selling, administrative and engineering expenses		64,024			72,765			107,664			—			244,453
Amortization of intangible assets		—			11,401			8,445			—			19,846
Operating profit		21,344			33,313			81,962			—			136,619
Financing costs, net		23,640			—			—			—			23,640
Intercompany expense (income), net		(8,412	)		12,479			(4,067	)		—			—
Other expense (income), net		(4,324	)		162			5,438			—			1,276
Earnings from continuing operations before income tax expense		10,440			20,672			80,591			—			111,703
Income tax expense		2,374			4,608			17,558			—			24,540
Net earnings from continuing operations before equity in earnings of subsidiaries		8,066			16,064			63,033			—			87,163
Equity in earnings of subsidiaries		76,864			51,780			3,429			(132,073	)		—
Earnings from continuing operations		84,930			67,844			66,462			(132,073	)		87,163
Loss from discontinued operations, net of income taxes		(14,753	)		—			(2,233	)		—			(16,986	)
Net earnings	$	70,177		$	67,844		$	64,229		$	(132,073	)	$	70,177

Condensed Consolidating Balance Sheets

CONDENSED CONSOLIDATING BALANCE SHEETS

(In thousands)

	May 31, 2012
	Parent		Guarantors		Non- Guarantors		Eliminations			Consolidated
ASSETS
Current assets	$	83,779	$	159,031	$	332,481	$	—		$	575,291
Property, plant & equipment, net		6,684		33,251		76,030		—			115,965
Goodwill		62,543		433,193		377,946		—			873,682
Other intangibles, net		14,857		206,925		232,578		—			454,360
Intercompany receivable		—		399,007		281,587		(680,594	)		—
Investment in subsidiaries		1,884,934		440,620		120,266		(2,445,820	)		—
Other long-term assets		12,490		22		2,299		—			14,811
Total assets	$	2,065,287	$	1,672,049	$	1,423,187	$	(3,126,414	)	$	2,034,109
LIABILITIES & SHAREHOLDERS’ EQUITY
Current liabilities	$	90,009	$	63,592	$	172,161	$	—		$	325,762
Long-term debt		392,500		—		—		—			392,500
Deferred income taxes		92,126		—		41,493		—			133,619
Pension and post-retirement benefit liabilities		16,119		—		2,052		—			18,171
Other long-term liabilities		59,234		660		26,878		—			86,772
Intercompany payable		338,014		—		342,580		(680,594	)		—
Shareholders’ equity		1,077,285		1,607,797		838,023		(2,445,820	)		1,077,285
Total liabilities and shareholders’ equity	$	2,065,287	$	1,672,049	$	1,423,187	$	(3,126,414	)	$	2,034,109

CONDENSED CONSOLIDATING BALANCE SHEETS

(In thousands)

	August 31, 2011
	Parent		Guarantors		Non- Guarantors		Eliminations			Consolidated
ASSETS
Current assets	$	87,982	$	155,067	$	303,435	$	—		$	546,484
Property, plant & equipment, net		4,327		37,133		87,189		—			128,649
Goodwill		62,543		432,184		393,739		—			888,466
Other intangibles, net		15,861		216,277		247,268		—			479,406
Intercompany receivable		—		277,157		288,701		(565,858	)		—
Investment in subsidiaries		1,859,779		379,170		67,794		(2,306,743	)		—
Other long-term assets		10,862		51		2,763		—			13,676
Total assets	$	2,041,354	$	1,497,039	$	1,390,889	$	(2,872,601	)	$	2,056,681
LIABILITIES & SHAREHOLDERS’ EQUITY
Current liabilities	$	76,300	$	70,126	$	183,877	$	—		$	330,303
Long-term debt		522,727		—		—		—			522,727
Deferred income taxes		124,469		—		41,476		—			165,945
Pension and post-retirement benefit liabilities		16,452		—		2,412		—			18,864
Other long-term liabilities		59,466		779		39,584		—			99,829
Intercompany payable		322,927		—		242,931		(565,858	)		—
Shareholders’ equity		919,013		1,426,134		880,609		(2,306,743	)		919,013
Total liabilities and shareholders’ equity	$	2,041,354	$	1,497,039	$	1,390,889	$	(2,872,601	)	$	2,056,681

Condensed Consolidating Statements of Cash Flows

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(In thousands)

	Nine Months Ended May 31, 2012
	Parent			Guarantors			Non- Guarantors			Eliminations		Consolidated
Operating Activities
Net cash provided by operating activities	$	56,851		$	13,659		$	58,804		$	—	$	129,314
Investing Activities
Proceeds from sale of property, plant and equipment		2,100			137			6,249			—		8,486
Capital expenditures		(4,367	)		(2,797	)		(10,327	)		—		(17,491	)
Business acquisitions, net of cash acquired		(290	)		—			(29,444	)		—		(29,734	)
Cash used in investing activities		(2,557	)		(2,660	)		(33,522	)		—		(38,739	)
Financing Activities
Net repayments on revolving credit facilities		(57,990	)		—			(177	)		—		(58,167	)
Intercompany loan activity		(2,947	)		(10,999	)		13,946			—		—
Principal repayments on term loan		(1,250	)		—			—			—		(1,250	)
Repurchases of 2% Convertible Notes		(102	)		—			—			—		(102	)
Proceeds on 5.625% Senior Note issuance		300,000			—			—			—		300,000
Redemption of 6.875% Senior Notes		(250,000	)		—			—			—		(250,000	)
Debt issuance costs		(5,340	)		—			—			—		(5,340	)
Purchase of treasury shares		(39,282	)		—			—			—		(39,282	)
Stock option exercises and related tax benefits		6,392			—			—			—		6,392
Cash dividends		(2,748	)		—			—			—		(2,748	)
Cash (used in) provided by financing activities		(53,267	)		(10,999	)		13,769			—		(50,497	)
Effect of exchange rate changes on cash		—			—			(4,150	)		—		(4,150	)
Net increase in cash and cash equivalents		1,027			—			34,901			—		35,928
Cash and cash equivalents—beginning of period		872			—			43,349			—		44,221
Cash and cash equivalents—end of period	$	1,899		$	—		$	78,250		$	—	$	80,149

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(In thousands)

	Nine Months Ended May 31, 2011
	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Operating Activities
Net cash provided by (used in) operating activities	$	15,423		$	(2,123	)	$	83,331		$	(1,533	)	$	95,098
Investing Activities
Proceeds from sale of property, plant and equipment		—			191			168			—			359
Proceeds from sale of businesses, net of transaction costs		—			—			3,463			—			3,463
Capital expenditures		(3,354	)		(3,537	)		(7,952	)		—			(14,843	)
Business acquisitions, net of cash acquired		—			(350	)		(159,697	)		—			(160,047	)
Cash used in investing activities		(3,354	)		(3,696	)		(164,018	)		—			(171,068	)
Financing Activities
Net borrowings on revolving credit facilities		—			—			14			—			14
Issuance of term loans		100,000			—			—			—			100,000
Intercompany loan activity		(95,141	)		5,819			89,322			—			—
Repurchases of 2% Convertible Notes		(34	)		—			—			—			(34	)
Debt issuance costs		(5,197	)		—			—			—			(5,197	)
Stock option exercises and related tax benefits		7,285			—			—			—			7,285
Cash dividends		(2,716	)		—			(1,533	)		1,533			(2,716	)
Cash provided by financing activities		4,197			5,819			87,803			1,533			99,352
Effect of exchange rate changes on cash		—			—			4,695			—			4,695
Net increase in cash and cash equivalents		16,266			—			11,811			—			28,077
Cash and cash equivalents—beginning of period		5,055			—			35,167			—			40,222
Cash and cash equivalents—end of period	$	21,321		$	—		$	46,978		$	—		$	68,299

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Acquisitions - Additional Information (Detail) (USD $)	9 Months Ended		12 Months Ended		1 Months Ended
	May 31, 2012	May 31, 2011	Aug. 31, 2011 Entity	Jun. 02, 2011	Jun. 02, 2011 Weasler Engineering, Inc.	Dec. 10, 2010 Mastervolt International Holding B.V.	Mar. 28, 2012 Turotest	Feb. 10, 2012 Jeyco	Aug. 31, 2011 Customer Relationships	Aug. 31, 2011 Tradenames	Aug. 31, 2011 Patents and Technologies	Aug. 31, 2011 Non-compete Agreements
Business Acquisition [Line Items]
Cash paid for business acquisitions, net of cash acquired	$ 29,734,000	$ 160,047,000			$ 153,200,000	$ 158,200,000	$ 8,100,000	$ 20,700,000
Deferred purchase price for business acquisitions							5,300,000
Recognition of goodwill due to acquisitions				152,400,000			5,500,000	14,100,000
Recognition of intangible assets due to acquisitions			157,500,000				7,000,000	5,500,000	81,500,000	69,900,000	5,500,000	600,000
Number of acquisitions completed			2
Purchase accounting adjustments	(3,280,000)
Reduction in initial estimated warranty reserve	7,700,000
Deferred purchase price paid	900,000
Transaction costs related to business acquisition activities	$ 1,000,000	$ 900,000

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Acquisitions

9 Months Ended

May 31, 2012

Acquisitions

Note 2. Acquisitions

The Company continually evaluates potential acquisitions that are a strategic fit with the Company’s existing businesses or expand the Company’s portfolio into new and attractive end markets. These acquisitions result in the recognition of goodwill in the Company’s financial statements because the purchase prices reflect the future earnings and cash flow potential of the acquired companies, as well as the complementary strategic fit and resulting synergies these businesses bring to existing operations.

On March 28, 2012 the Company acquired the stock of Turotest Medidores Ltda (“Turotest”) for $8.1 million of cash and deferred consideration of $5.3 million. Turotest, an Engineered Solutions segment acquisition, headquartered in San Paulo, Brazil designs and manufactures instrument panels and gauges serving the Brazilian agriculture and industrial markets. The acquisition resulted in the recognition of $5.5 million of goodwill (which is not deductible for tax purposes) and $7.0 million of intangible assets (customer relationships, tradename and non-compete).

On February 10, 2012 the Company completed the acquisition of the stock of Jeyco Pty Ltd (“Jeyco”) for $20.7 million of cash. Jeyco, an Energy segment acquisition, headquartered near Perth, Australia, designs and provides specialized mooring, rigging and towing systems and services to the offshore oil & gas industry in Australia and other international markets. Additionally, Jeyco’s products are used in a variety of applications for other markets including cyclone mooring and marine, defense and mining tow systems. The purchase price allocation resulted in the recognition of $14.1 million of goodwill (which is not deductible for tax purposes) and $5.5 million of intangible assets (tradename, non-compete and customer relationships).

The Company completed two business acquisitions during fiscal 2011. On June 2, 2011, the Company completed the acquisition of Weasler Engineering, Inc. (“Weasler”) for $153.2 million of cash. Weasler, which is headquartered in Wisconsin, is a global designer and manufacturer of highly engineered drive train components and systems for agriculture, lawn & turf and industrial equipment. Weasler also supplies a variety of torque limiters, high-end gear boxes, clutches and torsional dampers which expand the product offering of the Engineered Solutions segment. On December 10, 2010, the Company completed the acquisition of Mastervolt International Holding B.V. (“Mastervolt”) for $158.2 million of cash. Mastervolt, headquartered in The Netherlands, is a designer, developer and global supplier of highly innovative, branded power electronics, primarily for the European solar and marine markets. Mastervolt expands the Electrical segment’s geographic presence and product offerings to include additional technologies associated with the efficient conversion, control, storage and conditioning of electrical power. The purchase price allocations for these fiscal 2011 acquisitions resulted in the recognition of $152.4 million of goodwill (which is not deductible for tax purposes) and $157.5 million of intangible assets, including $81.5 million of customer relationships, $69.9 million of tradenames, $5.5 million of patents and technologies and $0.6 million of non-compete agreements.

The Company makes an initial allocation of the purchase price, at the date of acquisition, based upon its understanding of the fair value of the acquired assets and assumed liabilities. The Company obtains this information during due diligence and through other sources. If additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the date of acquisition), including through asset appraisals and learning more about the newly acquired business, the Company will refine its estimates of fair value. During the nine months ended May 31, 2012 goodwill was reduced by $3.3 million, the net result of purchase accounting adjustments to the fair value of acquired assets and assumed liabilities, including a $7.7 million reduction to Mastervolt’s initial estimated warranty reserve.

The following unaudited pro forma results of operations of the Company for the three and nine months ended May 31, 2012 and May 31, 2011, give effect to these acquisitions as though the transactions and related financing activities had occurred on September 1, 2010 (in thousands, except per share amounts):

	Three Months Ended May 31,				Nine Months Ended May 31,
	2012		2011		2012		2011
Net sales
As reported	$	429,215	$	392,777	$	1,200,038	$	1,041,887
Pro forma		430,356		427,159		1,219,104		1,178,722
Earnings from continuing operations
As reported	$	34,401	$	38,360	$	103,750	$	87,163
Pro forma		34,668		42,037		107,485		98,927
Basic earnings per share from continuing operations
As reported	$	0.48	$	0.56	$	1.50	$	1.28
Pro forma		0.49		0.61		1.55		1.45
Diluted earnings per share from continuing operations
As reported	$	0.45	$	0.51	$	1.39	$	1.17
Pro forma		0.45		0.56		1.43		1.33

During the nine months ended May 31, 2012, the Company paid $0.9 million of deferred consideration for acquisitions completed in previous periods. Transaction costs related to various business acquisition activities were $1.0 million for the nine months ended May 31, 2012 and $0.9 million in the comparable prior year period.

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Proforma Results of Operations (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	May 31, 2012	May 31, 2011	May 31, 2012	May 31, 2011
Business Acquisition, Pro Forma Information [Line Items]
Net sales, As reported	$ 429,215	$ 392,777	$ 1,200,038	$ 1,041,887
Net sales, Pro forma	430,356	427,159	1,219,104	1,178,722
Earnings from continuing operations, As reported	34,401	38,360	103,750	87,163
Earnings from continuing operations, Pro forma	$ 34,668	$ 42,037	$ 107,485	$ 98,927
Basic earnings per share from continuing operations, As reported	$ 0.48	$ 0.56	$ 1.50	$ 1.28
Basic earnings per share from continuing operations, Pro forma	$ 0.49	$ 0.61	$ 1.55	$ 1.45
Diluted earnings per share from continuing operations, As reported	$ 0.45	$ 0.51	$ 1.39	$ 1.17
Diluted earnings per share from continuing operations, Pro forma	$ 0.45	$ 0.56	$ 1.43	$ 1.33

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Long-Term Indebtedness (Detail) (USD $) In Thousands, unless otherwise specified	May 31, 2012	Aug. 31, 2011	Aug. 31, 2011 Senior Credit Facility - Revolver	May 31, 2012 Senior Credit Facility - Term Loan	Aug. 31, 2011 Senior Credit Facility - Term Loan	May 31, 2012 5.625% Senior Notes	Apr. 16, 2012 5.625% Senior Notes	Aug. 31, 2011 6.875% Senior Notes	Aug. 31, 2011 2% Convertible Notes	Nov. 30, 2003 2% Convertible Notes
Debt Instrument [Line Items]
Senior Credit Facility	$ 98,750	$ 158,000	$ 58,000	$ 98,750	$ 100,000
Senior Notes						300,000	300,000	249,432
Total Senior Indebtedness	398,750	407,432
Convertible subordinated debentures ("2% Convertible Notes")									117,795	150,000
Total Debt	398,750	525,227
Less: current maturities of long-term debt	(6,250)	(2,500)
Total long-term debt, less current maturities	$ 392,500	$ 522,727

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Condensed Consolidating Statements of Earnings (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	May 31, 2012	May 31, 2011	May 31, 2012	May 31, 2011
Guarantor Obligations [Line Items]
Net sales	$ 429,215	$ 392,777	$ 1,200,038	$ 1,041,887
Cost of products sold	263,095	238,739	740,018	640,969
Gross profit	166,120	154,038	460,020	400,918
Selling, administrative and engineering expenses	91,063	89,166	263,935	244,453
Amortization of intangible assets	7,393	6,871	21,684	19,846
Operating profit	67,664	58,001	174,401	136,619
Financing costs, net	7,236	7,850	23,279	23,640
Debt refinancing charges	16,830		16,830
Other expense (income), net	2,604	331	3,090	1,276
Earnings from continuing operations before income taxes	40,994	49,820	131,202	111,703
Income tax expense	6,593	11,460	27,452	24,540
Net earnings before equity in earnings of subsidiaries	34,401	38,360	103,750	87,163
Earnings from continuing operations	34,401	38,360	103,750	87,163
Loss from discontinued operations, net of income taxes		(2,002)		(16,986)
Net earnings	34,401	36,358	103,750	70,177
Parent
Guarantor Obligations [Line Items]
Net sales	53,206	45,301	151,240	119,206
Cost of products sold	17,112	11,904	49,505	33,838
Gross profit	36,094	33,397	101,735	85,368
Selling, administrative and engineering expenses	21,609	24,840	61,935	64,024
Amortization of intangible assets	335		1,005
Operating profit	14,150	8,557	38,795	21,344
Financing costs, net	7,255	7,850	23,527	23,640
Intercompany expense (income), net	(8,412)	(984)	(24,585)	(8,412)
Debt refinancing charges	16,830		16,830
Other expense (income), net	(111)	(3,628)	904	(4,324)
Earnings from continuing operations before income taxes	(1,412)	5,319	22,119	10,440
Income tax expense	(2,898)	1,224	2,542	2,374
Net earnings before equity in earnings of subsidiaries	1,486	4,095	19,577	8,066
Equity in earnings of subsidiaries	32,915	33,136	84,173	76,864
Earnings from continuing operations		37,231		84,930
Loss from discontinued operations, net of income taxes		(873)		(14,753)
Net earnings	34,401	36,358	103,750	70,177
Guarantors
Guarantor Obligations [Line Items]
Net sales	153,967	142,145	427,839	388,059
Cost of products sold	105,368	97,584	297,651	270,580
Gross profit	48,599	44,561	130,188	117,479
Selling, administrative and engineering expenses	26,264	24,568	79,138	72,765
Amortization of intangible assets	3,412	3,893	10,243	11,401
Operating profit	18,923	16,100	40,807	33,313
Financing costs, net	(22)		(14)
Intercompany expense (income), net	1,432	4,453	3,731	12,479
Other expense (income), net	907	194	2,581	162
Earnings from continuing operations before income taxes	16,606	11,453	34,509	20,672
Income tax expense	3,716	2,635	7,858	4,608
Net earnings before equity in earnings of subsidiaries	12,890	8,818	26,651	16,064
Equity in earnings of subsidiaries	16,521	22,368	51,134	51,780
Earnings from continuing operations		31,186		67,844
Net earnings	29,411	31,186	77,785	67,844
Non-Guarantors
Guarantor Obligations [Line Items]
Net sales	222,042	205,331	620,959	534,622
Cost of products sold	140,615	129,251	392,862	336,551
Gross profit	81,427	76,080	228,097	198,071
Selling, administrative and engineering expenses	43,190	39,758	122,862	107,664
Amortization of intangible assets	3,646	2,978	10,436	8,445
Operating profit	34,591	33,344	94,799	81,962
Financing costs, net	3		(234)
Intercompany expense (income), net	6,980	(3,469)	20,854	(4,067)
Other expense (income), net	1,808	3,765	(395)	5,438
Earnings from continuing operations before income taxes	25,800	33,048	74,574	80,591
Income tax expense	5,775	7,601	17,052	17,558
Net earnings before equity in earnings of subsidiaries	20,025	25,447	57,522	63,033
Equity in earnings of subsidiaries	(450)	1,232	988	3,429
Earnings from continuing operations		26,679		66,462
Loss from discontinued operations, net of income taxes		(1,129)		(2,233)
Net earnings	19,575	25,550	58,510	64,229
Eliminations
Guarantor Obligations [Line Items]
Equity in earnings of subsidiaries	(48,986)	(56,736)	(136,295)	(132,073)
Earnings from continuing operations		(56,736)		(132,073)
Net earnings	$ (48,986)	$ (56,736)	$ (136,295)	$ (132,073)

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CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	May 31, 2012	May 31, 2011	May 31, 2012	May 31, 2011
Net sales	$ 429,215	$ 392,777	$ 1,200,038	$ 1,041,887
Cost of products sold	263,095	238,739	740,018	640,969
Gross profit	166,120	154,038	460,020	400,918
Selling, administrative and engineering expenses	91,063	89,166	263,935	244,453
Amortization of intangible assets	7,393	6,871	21,684	19,846
Operating profit	67,664	58,001	174,401	136,619
Financing costs, net	7,236	7,850	23,279	23,640
Debt refinancing charges	16,830		16,830
Other expense, net	2,604	331	3,090	1,276
Earnings from continuing operations before income taxes	40,994	49,820	131,202	111,703
Income tax expense	6,593	11,460	27,452	24,540
Earnings from continuing operations	34,401	38,360	103,750	87,163
Loss from discontinued operations, net of income taxes		(2,002)		(16,986)
Net earnings	$ 34,401	$ 36,358	$ 103,750	$ 70,177
Earnings from continuing operations per share:
Basic	$ 0.48	$ 0.56	$ 1.50	$ 1.28
Diluted	$ 0.45	$ 0.51	$ 1.39	$ 1.17
Earnings per share:
Basic	$ 0.48	$ 0.53	$ 1.50	$ 1.03
Diluted	$ 0.45	$ 0.49	$ 1.39	$ 0.95
Weighted average common shares outstanding:
Basic	71,083	68,354	69,184	68,208
Diluted	75,371	75,571	75,201	75,314

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Reconciliations between Basic and Diluted Earnings Per Share (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	May 31, 2012	May 31, 2011	May 31, 2012	May 31, 2011
Earnings Per Share Disclosure [Line Items]
Net earnings from continuing operations	$ 34,401	$ 38,360	$ 103,750	$ 87,163
Plus: 2% Convertible Notes financings costs, net of taxes	(468)	383	425	1,222
Net earnings for diluted earnings per share	$ 33,933	$ 38,743	$ 104,175	$ 88,385
Weighted average common shares outstanding for basic earnings per share	71,083	68,354	69,184	68,208
Net effect of dilutive securities-equity based compensation plans	1,310	1,250	1,053	1,145
Net effect of 2% Convertible Notes based on the if-converted method	2,978	5,967	4,964	5,961
Weighted average common and equivalent shares outstanding for diluted earnings per share	75,371	75,571	75,201	75,314
Basic Earnings Per Share:	$ 0.48	$ 0.56	$ 1.50	$ 1.28
Diluted Earnings Per Share:	$ 0.45	$ 0.51	$ 1.39	$ 1.17
Anti-dilutive securities-equity based compensation plans (excluded from earnings per share calculation)	2,173	1,863	2,735	2,295

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical)	May 31, 2012 2% Convertible Notes	Aug. 31, 2011 2% Convertible Notes	May 31, 2011 2% Convertible Notes	Nov. 30, 2003 2% Convertible Notes	May 31, 2012 5.625% Senior Notes	Apr. 16, 2012 5.625% Senior Notes	May 31, 2012 6.875% Senior Notes	Aug. 31, 2011 6.875% Senior Notes
Debt instrument, interest rate	2.00%	2.00%	2.00%	2.00%	5.625%	5.625%	6.875%	6.875%

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Restructuring - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	May 31, 2012	May 31, 2011	May 31, 2012	May 31, 2011	Aug. 31, 2011
Restructuring Cost and Reserve [Line Items]
Subsequent restructuring costs	$ 0.5	$ 0.9	$ 2.0	$ 1.7
Restructuring reserve	$ 3.5		$ 3.5		$ 3.6

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Discontinued Operations (Tables)

9 Months Ended

May 31, 2012

Results of European Electrical Business Reported as Discontinued Operations

The following table summarizes the results of the European Electrical business, which has been reported as discontinued operations (in thousands):

	Three Months Ended May 31, 2011			Nine Months Ended May 31, 2011
Net sales	$	—		$	49,305
Loss on disposal of business		(2,086	)		(15,829	)
Loss from operations of divested business		—			(1,157	)
Income tax benefit		84			—
Loss from discontinued operations, net of income taxes	$	(2,002	)	$	(16,986	)

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Changes in Carrying Value of Goodwill (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	May 31, 2012
Goodwill [Line Items]
Beginning Balance	$ 888,466
Businesses acquired	19,563
Purchase accounting adjustments	(3,280)
Impact of changes in foreign currency rates	(31,067)
Ending Balance	873,682
Industrial
Goodwill [Line Items]
Beginning Balance	85,409
Impact of changes in foreign currency rates	(4,708)
Ending Balance	80,701
Energy
Goodwill [Line Items]
Beginning Balance	252,285
Businesses acquired	14,101
Impact of changes in foreign currency rates	(12,195)
Ending Balance	254,191
Electrical
Goodwill [Line Items]
Beginning Balance	260,777
Purchase accounting adjustments	(3,995)
Impact of changes in foreign currency rates	(7,144)
Ending Balance	249,638
Engineered Solutions
Goodwill [Line Items]
Beginning Balance	289,995
Businesses acquired	5,462
Purchase accounting adjustments	715
Impact of changes in foreign currency rates	(7,020)
Ending Balance	$ 289,152

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Product Warranty Costs (Tables)

9 Months Ended

May 31, 2012

Rollforward of Accrued Product Warranty Reserve

The following is a rollforward of the accrued product warranty reserve (in thousands):

	Nine Months Ended May 31,
	2012			2011
Beginning balance	$	23,707		$	7,868
Purchase accounting adjustments		(7,726	)		—
Warranty reserves of acquired business		237			10,870
Provision for warranties		8,444			7,416
Warranty payments and costs incurred		(8,567	)		(3,664	)
Impact of changes in foreign currency rates		(2,043	)		1,366
Ending balance	$	14,052		$	23,856

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Basis of Presentation

9 Months Ended

May 31, 2012

Basis of Presentation

Note 1. Basis of Presentation

Consolidation and Presentation

The accompanying unaudited condensed consolidated financial statements of Actuant Corporation (“Actuant,” or the “Company”) have been prepared in accordance with generally accepted accounting principles for interim financial reporting and with the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The condensed consolidated balance sheet data as of August 31, 2011 was derived from the Company’s audited financial statements, but does not include all disclosures required by generally accepted accounting principles. For additional information, including the Company’s significant accounting policies, refer to the consolidated financial statements and related footnotes in the Company’s fiscal 2011 Annual Report on Form 10-K.

In the opinion of management, all adjustments considered necessary for a fair presentation of financial results have been made. Such adjustments consist of only those of a normal recurring nature. Operating results for the three and nine months ended May 31, 2012 are not necessarily indicative of the results that may be expected for the entire fiscal year ending August 31, 2012.

New Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board (FASB) updated the disclosure requirements for comprehensive income. The updated guidance requires companies to disclose the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The updated guidance does not affect how earnings per share is calculated or presented. The amended guidance, which must be applied retroactively, is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, with earlier adoption permitted.

In September 2011, the FASB issued an amendment to existing guidance on the testing of goodwill for impairment. Under the revised guidance, entities testing goodwill for impairment have the option of performing a qualitative assessment before calculating the fair value of the reporting unit. If entities determine, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, the two-step impairment test would be required. The amendment is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with earlier adoption permitted.

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	May 31, 2012	Aug. 31, 2011
Current assets
Cash and cash equivalents	$ 80,149	$ 44,221
Accounts receivable, net	237,438	223,760
Inventories, net	206,389	223,235
Deferred income taxes	32,206	32,461
Other current assets	19,109	22,807
Total current assets	575,291	546,484
Property, plant and equipment
Land, buildings and improvements	50,873	51,901
Machinery and equipment	254,083	263,250
Gross property, plant and equipment	304,956	315,151
Less: Accumulated depreciation	(188,991)	(186,502)
Property, plant and equipment, net	115,965	128,649
Goodwill	873,682	888,466
Other intangibles, net	454,360	479,406
Other long-term assets	14,811	13,676
Total assets	2,034,109	2,056,681
Current liabilities
Trade accounts payable	167,632	170,084
Accrued compensation and benefits	53,008	71,639
Short-term borrowings and current maturities of debt	6,250	2,690
Income taxes payable	30,289	19,342
Other current liabilities	68,583	66,548
Total current liabilities	325,762	330,303
Long-term debt	392,500	522,727
Deferred income taxes	133,619	165,945
Pension and postretirement benefit liabilities	18,171	18,864
Other long-term liabilities	86,772	99,829
Shareholders' equity
Class A common stock, $0.20 par value per share, authorized 168,000,000, issued 75,274,829 and 68,657,234 shares, respectively	15,054	13,731
Additional paid-in capital	382	(154,231)
Treasury stock, at cost, 1,732,245 shares	(39,282)
Retained earnings	1,180,942	1,077,192
Accumulated other comprehensive loss	(79,811)	(17,679)
Stock held in trust	(2,661)	(2,137)
Deferred compensation liability	2,661	2,137
Total shareholders' equity	1,077,285	919,013
Total liabilities and shareholders' equity	$ 2,034,109	$ 2,056,681

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Other Comprehensive Income (Loss)

9 Months Ended

May 31, 2012

Other Comprehensive Income (Loss)

Note 11. Other Comprehensive Income (Loss)

The Company’s comprehensive income is significantly impacted by the movement of the U.S. dollar versus other global currencies, most notably the Euro and British Pound. The following table sets forth the reconciliation of net earnings to comprehensive income (in thousands):

	Three Months Ended May 31,						Nine Months Ended May 31,
	2012			2011			2012			2011
Net earnings	$	34,401		$	36,358		$	103,750		$	70,177
Foreign currency translation adjustment		(36,448	)		20,114			(65,043	)		47,924
Changes in net unrealized gains and losses, net of tax		2,940			(787	)		2,911			2,052
Comprehensive income	$	893		$	55,685		$	41,618		$	120,153

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Document and Entity Information	9 Months Ended
	May 31, 2012	Jun. 30, 2012
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	May 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3
Trading Symbol	ATU
Entity Registrant Name	ACTUANT CORP
Entity Central Index Key	0000006955
Current Fiscal Year End Date	--08-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		72,850,365

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Segment Information

9 Months Ended

May 31, 2012

Segment Information

Note 12. Segment Information

The Company is a global manufacturer of a broad range of industrial products and systems and is organized into four reportable segments: Industrial, Energy, Electrical, and Engineered Solutions. The Industrial segment is primarily involved in the design, manufacture and distribution of branded hydraulic and mechanical tools to the maintenance, industrial, infrastructure and production automation markets. The Energy segment provides joint integrity products and services, as well as rope and cable solutions to the global oil & gas, power generation and other energy markets. The Electrical segment designs, manufactures and distributes a broad range of electrical products to the retail DIY, wholesale, original equipment manufacturer (“OEM”), solar, utility, marine and harsh environment markets. The Engineered Solutions segment provides highly engineered position and motion control systems to OEMs in various on and off-highway vehicle markets, as well as, a variety of other products to the industrial and agricultural markets.

The following tables summarize financial information by reportable segment and product line (in thousands):

	Three Months Ended May 31,						Nine Months Ended May 31,
	2012			2011			2012			2011
Net Sales by Segment:
Industrial	$	110,102		$	107,759		$	308,696		$	284,086
Energy		96,399			78,002			255,758			210,333
Electrical		85,947			80,329			245,885			205,901
Engineered Solutions		136,767			126,687			389,699			341,567
	$	429,215		$	392,777		$	1,200,038		$	1,041,887
Net Sales by Reportable Product Line:
Industrial	$	110,102		$	107,759		$	308,696		$	284,086
Energy		96,399			78,002			255,758			210,333
Electrical		85,947			80,329			245,885			205,901
Vehicle Systems		75,417			94,423			220,696			250,926
Other		61,350			32,264			169,003			90,641
	$	429,215		$	392,777		$	1,200,038		$	1,041,887
Operating Profit:
Industrial	$	30,682		$	29,517		$	85,307		$	69,853
Energy		18,515			13,545			43,364			32,194
Electrical		8,814			5,462			19,592			14,168
Engineered Solutions		18,467			19,977			50,747			47,203
General Corporate		(8,814	)		(10,500	)		(24,609	)		(26,799	)
	$	67,664		$	58,001		$	174,401		$	136,619
							May 31, 2012			August 31, 2011
Assets:
Industrial							$	277,918		$	263,680
Energy								532,871			517,428
Electrical								506,248			547,556
Engineered Solutions								621,197			632,242
General Corporate								95,875			95,775
							$	2,034,109		$	2,056,681

In addition to the impact of changes in foreign currency exchange rates, the comparability of segment and product line information is impacted by acquisitions. Corporate assets, which are not allocated, principally represent capitalized debt issuance costs, deferred income taxes and the fair value of derivative instruments.

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	May 31, 2012	Aug. 31, 2011
Class A common stock, par value per share	$ 0.20	$ 0.20
Class A common stock, share authorized	168,000,000	168,000,000
Class A common stock, share issued	75,274,829	68,657,234
Treasury stock, shares	1,732,245

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Product Warranty Costs

9 Months Ended

May 31, 2012

Product Warranty Costs

Note 6. Product Warranty Costs

The Company generally offers its customers a warranty on products sold, although warranty periods vary by product type and application. The acquisition of Mastervolt during fiscal 2011 has increased the required warranty reserve, as this business has a longer base warranty period. The reserve for future warranty claims is based on historical claim rates and current warranty cost experience. The following is a rollforward of the accrued product warranty reserve (in thousands):

	Nine Months Ended May 31,
	2012			2011
Beginning balance	$	23,707		$	7,868
Purchase accounting adjustments		(7,726	)		—
Warranty reserves of acquired business		237			10,870
Provision for warranties		8,444			7,416
Warranty payments and costs incurred		(8,567	)		(3,664	)
Impact of changes in foreign currency rates		(2,043	)		1,366
Ending balance	$	14,052		$	23,856

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Goodwill and Other Intangible Assets

9 Months Ended

May 31, 2012

Goodwill and Other Intangible Assets

Note 5. Goodwill and Other Intangible Assets

The changes in the carrying value of goodwill for the nine months ended May 31, 2012 are as follows (in thousands):

	Industrial			Energy			Electrical			Engineered Solutions			Total
Balance as of August 31, 2011	$	85,409		$	252,285		$	260,777		$	289,995		$	888,466
Businesses acquired		—			14,101			—			5,462			19,563
Purchase accounting adjustments		—			—			(3,995	)		715			(3,280	)
Impact of changes in foreign currency rates		(4,708	)		(12,195	)		(7,144	)		(7,020	)		(31,067	)
Balance as of May 31, 2012	$	80,701		$	254,191		$	249,638		$	289,152		$	873,682

The gross carrying value and accumulated amortization of the Company’s intangible assets are as follows (in thousands):

	Weighted	May 31, 2012						August 31, 2011
	Average	Gross				Net		Gross				Net
	Amortization	Carrying		Accumulated		Book		Carrying		Accumulated		Book
	Period (Years)	Value		Amortization		Value		Value		Amortization		Value
Amortizable intangible assets:
Customer relationships	15	$	328,127	$	87,345	$	240,782	$	331,171	$	73,215	$	257,956
Patents	13		50,259		33,802		16,457		51,169		31,221		19,948
Trademarks and tradenames	20		41,178		7,966		33,212		38,917		6,571		32,346
Non-compete agreements and other	4		7,489		6,023		1,466		7,362		5,671		1,691
Indefinite lived intangible assets:
Tradenames	N/A		162,443		—		162,443		167,465		—		167,465
		$	589,496	$	135,136	$	454,360	$	596,084	$	116,678	$	479,406

Amortization expense recorded on the intangible assets listed above was $7.4 million and $21.7 million for the three and nine months ended May 31, 2012, respectively, and $6.9 million and $19.8 million for the three and nine months ended May 31, 2011, respectively. The Company estimates that amortization expense will approximate $7.4 million for the remainder of fiscal 2012. Amortization expense for future years is estimated to be as follows: $27.8 million in fiscal 2013, $26.2 million in fiscal 2014, $26.1 million in fiscal 2015, $25.9 million in fiscal 2016 and $178.6 million thereafter. These future amortization expense amounts represent estimates, which may change based on future acquisitions or changes in foreign currency exchange rates.

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Goodwill and Other Intangible Assets (Tables)

9 Months Ended

May 31, 2012

Changes in Carrying Value of Goodwill

The changes in the carrying value of goodwill for the nine months ended May 31, 2012 are as follows (in thousands):

	Industrial			Energy			Electrical			Engineered Solutions			Total
Balance as of August 31, 2011	$	85,409		$	252,285		$	260,777		$	289,995		$	888,466
Businesses acquired		—			14,101			—			5,462			19,563
Purchase accounting adjustments		—			—			(3,995	)		715			(3,280	)
Impact of changes in foreign currency rates		(4,708	)		(12,195	)		(7,144	)		(7,020	)		(31,067	)
Balance as of May 31, 2012	$	80,701		$	254,191		$	249,638		$	289,152		$	873,682

Gross Carrying Value and Accumulated Amortization of Intangible Assets

The gross carrying value and accumulated amortization of the Company’s intangible assets are as follows (in thousands):

	Weighted	May 31, 2012						August 31, 2011
	Average	Gross				Net		Gross				Net
	Amortization	Carrying		Accumulated		Book		Carrying		Accumulated		Book
	Period (Years)	Value		Amortization		Value		Value		Amortization		Value
Amortizable intangible assets:
Customer relationships	15	$	328,127	$	87,345	$	240,782	$	331,171	$	73,215	$	257,956
Patents	13		50,259		33,802		16,457		51,169		31,221		19,948
Trademarks and tradenames	20		41,178		7,966		33,212		38,917		6,571		32,346
Non-compete agreements and other	4		7,489		6,023		1,466		7,362		5,671		1,691
Indefinite lived intangible assets:
Tradenames	N/A		162,443		—		162,443		167,465		—		167,465
		$	589,496	$	135,136	$	454,360	$	596,084	$	116,678	$	479,406

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Contingencies and Litigation

9 Months Ended

May 31, 2012

Contingencies and Litigation

Note 13. Contingencies and Litigation

The Company had outstanding letters of credit of $8.5 million and $9.5 million at May 31, 2012 and August 31, 2011, respectively, the majority of which secure self-insured workers compensation liabilities.

The Company is a party to various legal proceedings that have arisen in the normal course of its business. These legal proceedings typically include product liability, environmental, labor, patent claims and divestiture disputes. The Company has recorded reserves for loss contingencies based on the specific circumstances of each case. Such reserves are recorded when it is probable that a loss has been incurred as of the balance sheet date, can be reasonably estimated and is not covered by insurance. In the opinion of management, the resolution of these contingencies will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

The Company, in the normal course of business, enters into certain real estate and equipment leases or guarantees such leases on behalf of its subsidiaries. In conjunction with the spin-off of a former subsidiary in fiscal 2000, the Company assigned its rights in the leases used by the former subsidiary, but was not released as a responsible party from all such leases by the lessors. All of these businesses were subsequently sold. The Company remains contingently liable for those leases if any of these businesses are unable to fulfill their obligations thereunder. The discounted present value of future minimum lease payments for these leases was $3.7 million at May 31, 2012.

The Company has facilities in numerous geographic locations that are subject to a range of environmental laws and regulations. Environmental expenditures over the past three years have not been material. Management believes that such costs will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

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Earnings Per Share

9 Months Ended

May 31, 2012

Earnings Per Share

Note 9. Earnings Per Share

The reconciliations between basic and diluted earnings per share are as follows (in thousands, except per share amounts):

	Three Months Ended May 31,					Nine Months Ended May 31,
	2012			2011		2012		2011
Numerator:
Net earnings from continuing operations	$	34,401		$	38,360	$	103,750	$	87,163
Plus: 2% Convertible Notes financings costs, net of taxes		(468	)		383		425		1,222
Net earnings for diluted earnings per share	$	33,933		$	38,743	$	104,175	$	88,385
Denominator:
Weighted average common shares outstanding for basic earnings per share		71,083			68,354		69,184		68,208
Net effect of dilutive securities—equity based compensation plans		1,310			1,250		1,053		1,145
Net effect of 2% Convertible Notes based on the if-converted method		2,978			5,967		4,964		5,961
Weighted average common and equivalent shares outstanding for diluted earnings per share		75,371			75,571		75,201		75,314
Basic Earnings Per Share:	$	0.48		$	0.56	$	1.50	$	1.28
Diluted Earnings Per Share:	$	0.45		$	0.51	$	1.39	$	1.17
Anti-dilutive securities—equity based compensation plans (excluded from earnings per share calculation)		2,173			1,863		2,735		2,295

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Debt

9 Months Ended

May 31, 2012

Debt

Note 7. Debt

The following is a summary of the Company’s long-term indebtedness (in thousands):

	May 31, 2012			August 31, 2011
Senior Credit Facility
Revolver	$	—		$	58,000
Term Loan		98,750			100,000
		98,750			158,000
5.625% Senior Notes		300,000			—
6.875% Senior Notes		—			249,432
Total Senior Indebtedness		398,750			407,432
Convertible subordinated debentures (“2% Convertible Notes”)		—			117,795
Total Debt		398,750			525,227
Less: current maturities of long-term debt		(6,250	)		(2,500	)
Total long-term debt, less current maturities	$	392,500		$	522,727

The Company’s Senior Credit Facility, which matures on February 23, 2016, provides a $600.0 million revolving credit facility, a $100.0 million term loan and a $300.0 million expansion option, subject to certain conditions. Borrowings are subject to a pricing grid, which can result in increases or decreases to the borrowing spread, depending on the Company’s leverage ratio, ranging from 1.25% to 2.50% in the case of loans bearing interest at LIBOR and from 0.25% to 1.25% in the case of loans bearing interest at the base rate. At May 31, 2012, the borrowing spread on LIBOR based borrowings was 1.75% (aggregating to 2.25% and 2.0% on outstanding term loan and revolver borrowings, respectively). In addition, a non-use fee is payable quarterly on the average unused credit line under the revolver ranging from 0.2% to 0.4% per annum. At May 31, 2012 the available and unused credit line under the revolver was $598.3 million. Quarterly principal payments of $1.25 million began on the $100.0 million term loan on March 31, 2012, increasing to $2.5 million per quarter beginning on March 31, 2013, with the remaining principal due at maturity. The Senior Credit Facility, which is secured by substantially all of the Company’s domestic personal property assets, also contains customary limits and restrictions concerning investments, sales of assets, liens on assets, dividends and other payments. The two financial covenants included in the Senior Credit Facility agreement are a maximum leverage ratio of 3.75:1 and a minimum fixed charge coverage ratio of 1.50:1. The Company was in compliance with all debt covenants at May 31, 2012.

On April 16, 2012, the Company issued $300.0 million of 5.625% Senior Notes due 2022 (the “Senior Notes”) in a private offering. The Senior Notes require no principal installments prior to their June 15, 2022 maturity, require semiannual interest payments in December and June of each year and contain certain financial and non-financial covenants. The Company utilized the net proceeds from this issuance to fund the repurchase of all the Company’s then outstanding $250.0 million 6.875% Senior Notes due 2017 at a cost of 104%, or a total of $260.4 million.

In November 2003, the Company issued $150.0 million of Senior Subordinated Convertible Debentures due November 15, 2023 (the “2% Convertible Notes”). Prior to fiscal 2012, the Company repurchased (for cash) $32.2 million of 2% Convertible Notes at an average price of 99.3% of par value. In addition, $0.2 million of 2% Convertible Notes were converted into shares of the Company’s Class A common stock in the first quarter of fiscal 2012. In March 2012, the Company called all of the remaining $117.6 million of 2% Convertible Notes outstanding for cash at par. As a result of the call notice, a majority of the holders of the 2% Convertible Notes converted them into shares of the Company’s Class A common stock, at a conversion rate of 50.6554 shares per $1,000 of principal amount (resulting in the issuance of 5,951,440 shares of common stock) while the remaining $0.1 million of 2% Convertible Notes were repurchased for cash. The impact of the additional share issuance was already included in the diluted earnings per share calculation (See Note 9, “Earnings per Share”) on an if-converted method. As a result of the 2% Convertible Notes being redeemed for the Company’s common stock, approximately $15.6 million of related prior income tax will be recaptured.

In fiscal 2011, the Company entered into interest rate swap contracts that had a total notional value of $100.0 million and maturity dates of March 23, 2016. The interest rate swap contracts pay the Company variable interest at the three month LIBOR rate, and the Company pays the counterparties a fixed interest rate of approximately 2.06%. These interest rate swap contracts were entered into to synthetically convert $100.0 million of the Senior Credit Facility variable rate borrowings into fixed rate debt. In connection with the debt refinancing transactions discussed above, the Company terminated the interest rate swap contracts on April 3, 2012, which resulted in a cash payment to the counterparty of $4.1 million, in full settlement of the fair value of the contracts.

In connection with the debt refinancing activities, during the three months ended May 31, 2012, the Company recognized a $16.8 million pre-tax debt refinancing charge, which included $10.4 million of tender premium paid to holders of existing 6.875% Senior Notes, a $2.3 million write-off of deferred financing fees and debt discount and a $4.1 million charge related to the termination of the interest rate swap agreements. The related tax benefit on the debt refinancing charge was $6.3 million.

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Fair Value Measurement

9 Months Ended

May 31, 2012

Fair Value Measurement

Note 8. Fair Value Measurement

The Company assesses the inputs used to measure the fair value of financial assets and liabilities using a three-tier hierarchy. Level 1 inputs include quoted prices for identical instruments and are the most observable. Level 2 inputs include quoted prices for similar assets and observable inputs such as interest rates, foreign currency exchange rates, commodity rates and yield curves. Level 3 inputs are not observable in the market and include management’s own judgments about the assumptions market participants would use in pricing the asset or liability. The Company has no financial assets or liabilities that are recorded at fair value using significant unobservable inputs (Level 3). The fair value of financial assets and liabilities included in the condensed consolidated balance sheet are as follows (in thousands):

	May 31, 2012			August 31, 2011
Level 1 Valuation:
Cash equivalents	$	681		$	1,958
Investments		1,514			1,464
Level 2 Valuation:
Foreign currency forward contracts	$	(1,790	)	$	(81	)
Interest rate swap contracts		—			(4,552	)

The fair value of the Company’s accounts receivable, accounts payable and variable rate debt approximated book value as of May 31, 2012 and August 31, 2011 due to their short-term nature and the fact that the applicable interest rates approximated market rates of interest. The fair value of the Company’s outstanding $117.8 million 2% Convertible Notes at August 31, 2011 was $127.9 million, while the fair value of the Company’s outstanding $250.0 million of 6.875% Senior Notes was $252.5 million. The fair value of the Company’s outstanding $300.0 million of 5.625% Senior Notes at May 31, 2012 was $306.8 million. These fair values were based on quoted market prices and are therefore classified as Level 2 within the valuation hierarchy.

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Income Taxes

9 Months Ended

May 31, 2012

Income Taxes

Note 10. Income Taxes

The Company’s income tax expense is impacted by a number of factors, including the amount of taxable earnings derived in foreign jurisdictions with tax rates that are higher or lower than the U.S. federal statutory rate, permanent items, state tax rates and our ability to utilize various tax credits and net operating loss carryforwards. The Company adjusts the quarterly provision for income taxes based on the estimated annual effective income tax rate and facts and circumstances known at each interim reporting period.

The effective income tax rate was 16.1% and 20.9% for the three and nine months ended May 31, 2012, respectively, and 23.0% and 22.0% for the comparable prior year periods. The decrease in the effective tax rate for the three and nine months ended May 31, 2012, relative to the prior year, reflects the benefit of foreign tax credits, favorable tax reserve adjustments as a result of the lapsing of various tax statutes of limitations, the utilization of net operating losses and the tax benefit on the debt refinancing charges (Note 7, “Debt”) being recognized at the U.S. statutory rates (which are higher than the Company’s consolidated global effective tax rate).

The gross liability for unrecognized tax benefits, excluding interest and penalties, decreased from $26.2 million at August 31, 2011 to $24.2 million at May 31, 2012. Substantially all of these unrecognized tax benefits, if recognized, would reduce the effective income tax rate. In addition, as of August 31, 2011 and May 31, 2012, the Company had liabilities totaling $5.1 million and $4.4 million, respectively, for estimated interest and penalties related to its unrecognized tax benefits.

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Results of European Electrical Business Reported as Discontinued Operations (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	9 Months Ended
	May 31, 2011	May 31, 2011
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net sales		$ 49,305
Loss on disposal of business	(2,086)	(15,829)
Loss from operations of divested business		(1,157)
Income tax benefit	84
Loss from discontinued operations, net of income taxes	$ (2,002)	$ (16,986)

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Contingencies and Litigation - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	May 31, 2012	Aug. 31, 2011
Commitments and Contingencies Disclosure [Line Items]
Outstanding letters of credit	$ 8.5	$ 9.5
Discounted present value of future minimum lease payments	$ 3.7

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Acquisitions (Tables)

9 Months Ended

May 31, 2012

Proforma Results of Operations

The following unaudited pro forma results of operations of the Company for the three and nine months ended May 31, 2012 and May 31, 2011, give effect to these acquisitions as though the transactions and related financing activities had occurred on September 1, 2010 (in thousands, except per share amounts):

	Three Months Ended May 31,				Nine Months Ended May 31,
	2012		2011		2012		2011
Net sales
As reported	$	429,215	$	392,777	$	1,200,038	$	1,041,887
Pro forma		430,356		427,159		1,219,104		1,178,722
Earnings from continuing operations
As reported	$	34,401	$	38,360	$	103,750	$	87,163
Pro forma		34,668		42,037		107,485		98,927
Basic earnings per share from continuing operations
As reported	$	0.48	$	0.56	$	1.50	$	1.28
Pro forma		0.49		0.61		1.55		1.45
Diluted earnings per share from continuing operations
As reported	$	0.45	$	0.51	$	1.39	$	1.17
Pro forma		0.45		0.56		1.43		1.33

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Fair Value Measurement (Tables)

9 Months Ended

May 31, 2012

Fair Value of Financial Assets and Liabilities Included in Condensed Consolidated Balance Sheet

The fair value of financial assets and liabilities included in the condensed consolidated balance sheet are as follows (in thousands):

	May 31, 2012			August 31, 2011
Level 1 Valuation:
Cash equivalents	$	681		$	1,958
Investments		1,514			1,464
Level 2 Valuation:
Foreign currency forward contracts	$	(1,790	)	$	(81	)
Interest rate swap contracts		—			(4,552	)

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Segment Information - Additional Information (Detail)	9 Months Ended
	May 31, 2012 Segment
Segment Reporting Information [Line Items]
Number of segments	4

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Long-Term Indebtedness (Parenthetical) (Detail)	May 31, 2012 5.625% Senior Notes	Apr. 16, 2012 5.625% Senior Notes	May 31, 2012 6.875% Senior Notes	Aug. 31, 2011 6.875% Senior Notes	May 31, 2012 2% Convertible Notes	Aug. 31, 2011 2% Convertible Notes	May 31, 2011 2% Convertible Notes	Nov. 30, 2003 2% Convertible Notes
Debt Instrument [Line Items]
Debt instrument, interest rate	5.625%	5.625%	6.875%	6.875%	2.00%	2.00%	2.00%	2.00%

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	9 Months Ended
	May 31, 2012	May 31, 2011
Operating Activities
Net earnings	$ 103,750	$ 70,177
Adjustments to reconcile net earnings to cash provided by operating activities:
Depreciation and amortization	40,192	38,143
Net loss on disposal of business		15,744
Stock-based compensation expense	10,002	8,093
Benefit for deferred income taxes	(2,137)	(2,298)
Amortization of debt discount and debt issuance costs	1,492	2,409
Non-cash debt refinancing charge	2,254
Other non-cash adjustments	(138)	(18)
Changes in components of working capital and other:
Accounts receivable	(21,692)	(27,752)
Inventories	9,171	(39,533)
Prepaid expenses and other assets	1,071	5,989
Trade accounts payable	2,779	18,400
Income taxes payable	(2,056)	6,904
Accrued compensation and benefits	(8,766)	646
Other liabilities	(6,608)	(1,806)
Net cash provided by operating activities	129,314	95,098
Investing Activities
Proceeds from sale of property, plant and equipment	8,486	359
Proceeds from sale of business, net of transaction costs		3,463
Capital expenditures	(17,491)	(14,843)
Business acquisitions, net of cash acquired	(29,734)	(160,047)
Net cash used in investing activities	(38,739)	(171,068)
Financing Activities
Net (repayments) borrowings on revolving credit facilities	(58,167)	14
Issuance of term loan		100,000
Principal repayments on term loan	(1,250)
Repurchases of 2% Convertible Notes	(102)	(34)
Proceeds from 5.625% Senior Note issuance	300,000
Redemption of 6.875% Senior Notes	(250,000)
Debt issuance costs	(5,340)	(5,197)
Purchase of treasury shares	(39,282)
Stock option exercises and related tax benefits	6,392	7,285
Cash dividend	(2,748)	(2,716)
Net cash provided by (used in) financing activities	(50,497)	99,352
Effect of exchange rate changes on cash	(4,150)	4,695
Net increase in cash and cash equivalents	35,928	28,077
Cash and cash equivalents-beginning of period	44,221	40,222
Cash and cash equivalents-end of period	$ 80,149	$ 68,299

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Restructuring

9 Months Ended

May 31, 2012

Restructuring

Note 4. Restructuring

In fiscal 2009, in response to the dramatic downturn in the worldwide economy, the Company committed to various restructuring initiatives including workforce reductions, plant consolidations, the transfer of production and product sourcing to lower cost plants or regions and the centralization of certain selling and administrative functions. These major actions were substantially completed by August 31, 2010, with limited restructuring activity in subsequent periods. Subsequent restructuring costs were $0.5 million and $2.0 million for the three and nine months ended May 31, 2012, respectively and $0.9 million and $1.7 million for the three and nine months ended May 31, 2011, respectively.

The restructuring reserve at May 31, 2012 and August 31, 2011 was $3.5 million and $3.6 million, respectively. The remaining restructuring related to severance will be paid during the next twelve months, while facility consolidation costs (primarily reserves for future lease payments for vacated facilities) will be paid over the underlying lease terms.

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Earnings Per Share (Tables)

9 Months Ended

May 31, 2012

Reconciliations between Basic and Diluted Earnings Per Share

The reconciliations between basic and diluted earnings per share are as follows (in thousands, except per share amounts):

	Three Months Ended May 31,					Nine Months Ended May 31,
	2012			2011		2012		2011
Numerator:
Net earnings from continuing operations	$	34,401		$	38,360	$	103,750	$	87,163
Plus: 2% Convertible Notes financings costs, net of taxes		(468	)		383		425		1,222
Net earnings for diluted earnings per share	$	33,933		$	38,743	$	104,175	$	88,385
Denominator:
Weighted average common shares outstanding for basic earnings per share		71,083			68,354		69,184		68,208
Net effect of dilutive securities—equity based compensation plans		1,310			1,250		1,053		1,145
Net effect of 2% Convertible Notes based on the if-converted method		2,978			5,967		4,964		5,961
Weighted average common and equivalent shares outstanding for diluted earnings per share		75,371			75,571		75,201		75,314
Basic Earnings Per Share:	$	0.48		$	0.56	$	1.50	$	1.28
Diluted Earnings Per Share:	$	0.45		$	0.51	$	1.39	$	1.17
Anti-dilutive securities—equity based compensation plans (excluded from earnings per share calculation)		2,173			1,863		2,735		2,295

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Goodwill and Other Intangible Assets - Additional Information (Detail) (USD $)	3 Months Ended		9 Months Ended
	May 31, 2012	May 31, 2011	May 31, 2012	May 31, 2011
Schedule of Actual and Estimated Amortization Expense [Line Items]
Amortization expense of intangible assets	$ 7,393,000	$ 6,871,000	$ 21,684,000	$ 19,846,000
Future amortization expense, remainder of fiscal year 2012	7,400,000		7,400,000
Future amortization expense, 2013	27,800,000		27,800,000
Future amortization expense, 2014	26,200,000		26,200,000
Future amortization expense, 2015	26,100,000		26,100,000
Future amortization expense, 2016	25,900,000		25,900,000
Future amortization expense, thereafter	$ 178,600,000		$ 178,600,000

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Guarantor Subsidiaries

9 Months Ended

May 31, 2012

Guarantor Subsidiaries

Note 14. Guarantor Subsidiaries

On April 16, 2012, Actuant Corporation (the “Parent”) issued $300.0 million of 5.625% Senior Notes due 2022. All of the Company’s material domestic wholly owned subsidiaries (the “Guarantors”) fully and unconditionally guarantee (except for certain customary limitations) the 5.625% Senior Notes on a joint and several basis. The Company plans to file a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) with respect to its offer to exchange new 5.625% Senior Secured Notes due 2022 that have been registered under the Securities Act of 1933 for any and all of its outstanding 5.625% Senior Secured Notes due 2022 that have not been so registered. There are no significant restrictions on the ability of the Guarantors to make distributions to the Parent. The following tables present the results of operations, financial position and cash flows of Actuant Corporation and its subsidiaries, the Guarantor and non-Guarantor entities, and the eliminations necessary to arrive at the information for the Company on a consolidated basis.

Certain assets, liabilities and expenses have not been allocated to the Guarantors and non-Guarantors and therefore are included in the Parent column in the accompanying consolidating financial statements. These items are of a corporate or consolidated nature and include, but are not limited to, tax provisions and related assets and liabilities, certain employee benefit obligations, prepaid and accrued insurance and corporate indebtedness. Intercompany activity in the consolidating financial statements primarily includes loan activity, purchases and sales of goods or services and dividends. Intercompany balances also reflect certain non-cash transactions including transfers of assets and liabilities between the Parent, Guarantor and non-Guarantor, allocation of non-cash expenses from the Parent to the Guarantors and non-Guarantors, the impact of foreign currency rate changes and non-cash intercompany dividends.

CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS

(In thousands)

	Three Months Ended May 31, 2012
	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Net sales	$	53,206		$	153,967		$	222,042		$	—		$	429,215
Cost of products sold		17,112			105,368			140,615			—			263,095
Gross profit		36,094			48,599			81,427			—			166,120
Selling, administrative and engineering expenses		21,609			26,264			43,190			—			91,063
Amortization of intangible assets		335			3,412			3,646			—			7,393
Operating profit		14,150			18,923			34,591			—			67,664
Financing costs, net		7,255			(22	)		3			—			7,236
Intercompany expense (income), net		(8,412	)		1,432			6,980			—			—
Debt refinancing charges		16,830			—			—			—			16,830
Other expense (income), net		(111	)		907			1,808			—			2,604
Earnings (loss) before income tax expense (benefit)		(1,412	)		16,606			25,800			—			40,994
Income tax expense (benefit)		(2,898	)		3,716			5,775			—			6,593
Net earnings before equity in earnings of subsidiaries		1,486			12,890			20,025			—			34,401
Equity in earnings (loss) of subsidiaries		32,915			16,521			(450	)		(48,986	)		—
Net earnings	$	34,401		$	29,411		$	19,575		$	(48,986	)	$	34,401
	Three Months Ended May 31, 2011
	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Net sales	$	45,301		$	142,145		$	205,331		$	—		$	392,777
Cost of products sold		11,904			97,584			129,251			—			238,739
Gross profit		33,397			44,561			76,080			—			154,038
Selling, administrative and engineering expenses		24,840			24,568			39,758			—			89,166
Amortization of intangible assets		—			3,893			2,978			—			6,871
Operating profit		8,557			16,100			33,344			—			58,001
Financing costs, net		7,850			—			—			—			7,850
Intercompany expense (income), net		(984	)		4,453			(3,469	)		—			—
Other expense (income), net		(3,628	)		194			3,765			—			331
Earnings from continuing operations before income tax expense		5,319			11,453			33,048			—			49,820
Income tax expense		1,224			2,635			7,601			—			11,460
Net earnings from continuing operations before equity in earnings of subsidiaries		4,095			8,818			25,447			—			38,360
Equity in earnings of subsidiaries		33,136			22,368			1,232			(56,736	)		—
Earnings from continuing operations		37,231			31,186			26,679			(56,736	)		38,360
Loss from discontinued operations, net of income taxes		(873	)		—			(1,129	)		—			(2,002	)
Net earnings	$	36,358		$	31,186		$	25,550		$	(56,736	)	$	36,358

CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS

(In thousands)

	Nine Months Ended May 31, 2012
	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Net sales	$	151,240		$	427,839		$	620,959		$	—		$	1,200,038
Cost of products sold		49,505			297,651			392,862			—			740,018
Gross profit		101,735			130,188			228,097			—			460,020
Selling, administrative and engineering expenses		61,935			79,138			122,862			—			263,935
Amortization of intangible assets		1,005			10,243			10,436			—			21,684
Operating profit		38,795			40,807			94,799			—			174,401
Financing costs, net		23,527			(14	)		(234	)		—			23,279
Intercompany expense (income), net		(24,585	)		3,731			20,854			—			—
Debt refinancing charges		16,830			—			—			—			16,830
Other expense (income), net		904			2,581			(395	)		—			3,090
Earnings before income tax expense		22,119			34,509			74,574			—			131,202
Income tax expense		2,542			7,858			17,052			—			27,452
Net earnings before equity in earnings of subsidiaries		19,577			26,651			57,522			—			103,750
Equity in earnings of subsidiaries		84,173			51,134			988			(136,295	)		—
Net earnings	$	103,750		$	77,785		$	58,510		$	(136,295	)	$	103,750
	Nine Months Ended May 31, 2011
	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Net sales	$	119,206		$	388,059		$	534,622		$	—		$	1,041,887
Cost of products sold		33,838			270,580			336,551			—			640,969
Gross profit		85,368			117,479			198,071			—			400,918
Selling, administrative and engineering expenses		64,024			72,765			107,664			—			244,453
Amortization of intangible assets		—			11,401			8,445			—			19,846
Operating profit		21,344			33,313			81,962			—			136,619
Financing costs, net		23,640			—			—			—			23,640
Intercompany expense (income), net		(8,412	)		12,479			(4,067	)		—			—
Other expense (income), net		(4,324	)		162			5,438			—			1,276
Earnings from continuing operations before income tax expense		10,440			20,672			80,591			—			111,703
Income tax expense		2,374			4,608			17,558			—			24,540
Net earnings from continuing operations before equity in earnings of subsidiaries		8,066			16,064			63,033			—			87,163
Equity in earnings of subsidiaries		76,864			51,780			3,429			(132,073	)		—
Earnings from continuing operations		84,930			67,844			66,462			(132,073	)		87,163
Loss from discontinued operations, net of income taxes		(14,753	)		—			(2,233	)		—			(16,986	)
Net earnings	$	70,177		$	67,844		$	64,229		$	(132,073	)	$	70,177

CONDENSED CONSOLIDATING BALANCE SHEETS

(In thousands)

	May 31, 2012
	Parent		Guarantors		Non- Guarantors		Eliminations			Consolidated
ASSETS
Current assets	$	83,779	$	159,031	$	332,481	$	—		$	575,291
Property, plant & equipment, net		6,684		33,251		76,030		—			115,965
Goodwill		62,543		433,193		377,946		—			873,682
Other intangibles, net		14,857		206,925		232,578		—			454,360
Intercompany receivable		—		399,007		281,587		(680,594	)		—
Investment in subsidiaries		1,884,934		440,620		120,266		(2,445,820	)		—
Other long-term assets		12,490		22		2,299		—			14,811
Total assets	$	2,065,287	$	1,672,049	$	1,423,187	$	(3,126,414	)	$	2,034,109
LIABILITIES & SHAREHOLDERS’ EQUITY
Current liabilities	$	90,009	$	63,592	$	172,161	$	—		$	325,762
Long-term debt		392,500		—		—		—			392,500
Deferred income taxes		92,126		—		41,493		—			133,619
Pension and post-retirement benefit liabilities		16,119		—		2,052		—			18,171
Other long-term liabilities		59,234		660		26,878		—			86,772
Intercompany payable		338,014		—		342,580		(680,594	)		—
Shareholders’ equity		1,077,285		1,607,797		838,023		(2,445,820	)		1,077,285
Total liabilities and shareholders’ equity	$	2,065,287	$	1,672,049	$	1,423,187	$	(3,126,414	)	$	2,034,109

CONDENSED CONSOLIDATING BALANCE SHEETS

(In thousands)

	August 31, 2011
	Parent		Guarantors		Non- Guarantors		Eliminations			Consolidated
ASSETS
Current assets	$	87,982	$	155,067	$	303,435	$	—		$	546,484
Property, plant & equipment, net		4,327		37,133		87,189		—			128,649
Goodwill		62,543		432,184		393,739		—			888,466
Other intangibles, net		15,861		216,277		247,268		—			479,406
Intercompany receivable		—		277,157		288,701		(565,858	)		—
Investment in subsidiaries		1,859,779		379,170		67,794		(2,306,743	)		—
Other long-term assets		10,862		51		2,763		—			13,676
Total assets	$	2,041,354	$	1,497,039	$	1,390,889	$	(2,872,601	)	$	2,056,681
LIABILITIES & SHAREHOLDERS’ EQUITY
Current liabilities	$	76,300	$	70,126	$	183,877	$	—		$	330,303
Long-term debt		522,727		—		—		—			522,727
Deferred income taxes		124,469		—		41,476		—			165,945
Pension and post-retirement benefit liabilities		16,452		—		2,412		—			18,864
Other long-term liabilities		59,466		779		39,584		—			99,829
Intercompany payable		322,927		—		242,931		(565,858	)		—
Shareholders’ equity		919,013		1,426,134		880,609		(2,306,743	)		919,013
Total liabilities and shareholders’ equity	$	2,041,354	$	1,497,039	$	1,390,889	$	(2,872,601	)	$	2,056,681

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(In thousands)

	Nine Months Ended May 31, 2012
	Parent			Guarantors			Non- Guarantors			Eliminations		Consolidated
Operating Activities
Net cash provided by operating activities	$	56,851		$	13,659		$	58,804		$	—	$	129,314
Investing Activities
Proceeds from sale of property, plant and equipment		2,100			137			6,249			—		8,486
Capital expenditures		(4,367	)		(2,797	)		(10,327	)		—		(17,491	)
Business acquisitions, net of cash acquired		(290	)		—			(29,444	)		—		(29,734	)
Cash used in investing activities		(2,557	)		(2,660	)		(33,522	)		—		(38,739	)
Financing Activities
Net repayments on revolving credit facilities		(57,990	)		—			(177	)		—		(58,167	)
Intercompany loan activity		(2,947	)		(10,999	)		13,946			—		—
Principal repayments on term loan		(1,250	)		—			—			—		(1,250	)
Repurchases of 2% Convertible Notes		(102	)		—			—			—		(102	)
Proceeds on 5.625% Senior Note issuance		300,000			—			—			—		300,000
Redemption of 6.875% Senior Notes		(250,000	)		—			—			—		(250,000	)
Debt issuance costs		(5,340	)		—			—			—		(5,340	)
Purchase of treasury shares		(39,282	)		—			—			—		(39,282	)
Stock option exercises and related tax benefits		6,392			—			—			—		6,392
Cash dividends		(2,748	)		—			—			—		(2,748	)
Cash (used in) provided by financing activities		(53,267	)		(10,999	)		13,769			—		(50,497	)
Effect of exchange rate changes on cash		—			—			(4,150	)		—		(4,150	)
Net increase in cash and cash equivalents		1,027			—			34,901			—		35,928
Cash and cash equivalents—beginning of period		872			—			43,349			—		44,221
Cash and cash equivalents—end of period	$	1,899		$	—		$	78,250		$	—	$	80,149

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(In thousands)

	Nine Months Ended May 31, 2011
	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Operating Activities
Net cash provided by (used in) operating activities	$	15,423		$	(2,123	)	$	83,331		$	(1,533	)	$	95,098
Investing Activities
Proceeds from sale of property, plant and equipment		—			191			168			—			359
Proceeds from sale of businesses, net of transaction costs		—			—			3,463			—			3,463
Capital expenditures		(3,354	)		(3,537	)		(7,952	)		—			(14,843	)
Business acquisitions, net of cash acquired		—			(350	)		(159,697	)		—			(160,047	)
Cash used in investing activities		(3,354	)		(3,696	)		(164,018	)		—			(171,068	)
Financing Activities
Net borrowings on revolving credit facilities		—			—			14			—			14
Issuance of term loans		100,000			—			—			—			100,000
Intercompany loan activity		(95,141	)		5,819			89,322			—			—
Repurchases of 2% Convertible Notes		(34	)		—			—			—			(34	)
Debt issuance costs		(5,197	)		—			—			—			(5,197	)
Stock option exercises and related tax benefits		7,285			—			—			—			7,285
Cash dividends		(2,716	)		—			(1,533	)		1,533			(2,716	)
Cash provided by financing activities		4,197			5,819			87,803			1,533			99,352
Effect of exchange rate changes on cash		—			—			4,695			—			4,695
Net increase in cash and cash equivalents		16,266			—			11,811			—			28,077
Cash and cash equivalents—beginning of period		5,055			—			35,167			—			40,222
Cash and cash equivalents—end of period	$	21,321		$	—		$	46,978		$	—		$	68,299