##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q/A
 AMENDMENT NO. 1
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
 For the quarterly period ended December 31, 2005
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 1-5978
 SIFCO Industries, Inc.
  Ohio
    
    34-0553950(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)970 East 64th Street, Cleveland Ohio
    
    44103(Address of principal executive offices)
    
    (Zip Code)
  
  þ o
  o o þ
 o þ




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##### Table of Contents



Explanatory Note
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TABLE OF CONTENTS  Part I. Financial InformationItem 1. Financial StatementsItem 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 4. Controls And ProceduresPart II Other InformationItem 1. Legal ProceedingsItem 2. Unregistered Sales of Equity Securities and Use of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Submission of Matters to a Vote of Security HoldersItem 5. Other InformationItem 6. ExhibitsSIGNATURESEX-31.1 CertificationEX-31.2 CertificationEX-32.1 CertificationEX-32.2 Certification    Table of Contents  
 Part I. Financial Information
 
 Item 1. Financial Statements
 SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Statements of Operations
(Unaudited)
(Amounts in thousands, except per share data)
 Three Months EndedDecember 31,2005
    
    
    2004(restated)Net sales
    
    $
    19,820
    
    
    $
    19,081Operating expenses:Cost of goods sold
    
    
    18,011
    
    
    
    18,321Selling, general and administrative expenses
    
    
    3,270
    
    
    
    3,102Total operating expenses
    
    
    21,281
    
    
    
    21,423Operating loss
    
    
    (1,461
    )
    
    
    (2,342
    )Interest income
    
    
    (8
    )
    
    
    (36
    )Interest expense
    
    
    41
    
    
    
    230Foreign currency exchange loss (gain), net
    
    
    (24
    )
    
    
    301Other income, net
    
    
    (17
    )
    
    
    (6,510
    )Income (loss) before income tax provision
    
    
    (1,453
    )
    
    
    3,673Income tax provision
    
    
    13
    
    
    
    1,315Net income (loss)
    
    $
    (1,466
    )
    
    $
    2,358Net income (loss) per share (basic)
    
    $
    (0.28
    )
    
    $
    0.45Net income (loss) per share (diluted)
    
    $
    (0.28
    )
    
    $
    0.45Weighted-average number of common shares (basic)
    
    
    5,222
    
    
    
    5,214Weighted-average number of common shares (diluted)
    
    
    5,222
    
    
    
    5,223
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SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Balance Sheets
(Amounts in thousands, except per share data)
 December 31,
    
    
    September 30,2005
    
    
    2005(unaudited)(restated)ASSETSCurrent Assets:Cash and cash
equivalents
    
    $
    251
    
    
    $
    884Receivables, net
    
    
    14,721
    
    
    
    17,661Inventories
    
    
    10,613
    
    
    
    8,746Refundable income taxes
    
    
    183
    
    
    
    171Prepaid expenses and other current
assets
    
    
    759
    
    
    
    627Total current
assets
    
    
    26,527
    
    
    
    28,089Property, plant and equipment,
net
    
    
    18,289
    
    
    
    18,744Other assets
    
    
    2,959
    
    
    
    2,690Total
assets
    
    $
    47,775
    
    
    $
    49,523LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current maturities of long-term
debt
    
    $
    441
    
    
    $
    1,915Accounts payable
    
    
    9,830
    
    
    
    9,288Accrued liabilities
    
    
    7,303
    
    
    
    7,267Total current
liabilities
    
    
    17,574
    
    
    
    18,470Long-term debt, net of current
maturities
    
    
    701
    
    
    
    10Other long-term liabilities
    
    
    8,632
    
    
    
    8,645Shareholders equity:Serial preferred shares, no par value, authorized
1,000 shares
    
    
    
    
    
    
    Common shares, par value $1 per share, authorized
10,000 shares; issued 5,224 and 5,228 shares at
December 31, 2005 and September 30, 2005,
respectively; outstanding 5,222 shares at December
31, 2005 and September 30,
2005
    
    
    5,224
    
    
    
    5,228Additional paid-in
capital
    
    
    6,278
    
    
    
    6,282Retained earnings
    
    
    20,674
    
    
    
    22,140Accumulated other comprehensive
loss
    
    
    (11,249
    )
    
    
    (11,149
    )Unearned compensation  restricted common
shares
    
    
    (43
    )
    
    
    (60
    )Common shares held in treasury at cost, 2
and 6 shares at December 31, 2005 and
September 30, 2005,
respectively
    
    
    (16
    )
    
    
    (43
    )Total shareholders equity
    
    
    20,868
    
    
    
    22,398Total
liabilities
and
shareholders
equity
    
    $
    47,775
    
    
    $
    49,523
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SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Unaudited)
(Amounts in thousands)
 Three Months EndedDecember 31,2005
    
    
    2004(restated)Cash flows from operating activities:Net income (loss)
    
    $
    (1,466
    )
    
    $
    2,358Adjustments to reconcile net loss to net cash
provided by (used for) operating activities:Depreciation and amortization
    
    
    811
    
    
    
    828Gain on disposal of property, plant and equipment
    
    
    
    
    
    
    (6,328
    )Deferred income taxes
    
    
    
    
    
    
    575Share transactions under employee stock plan
    
    
    36
    
    
    
    21Asset impairment charges
    
    
    
    
    
    
    21Changes in operating assets and liabilities:Receivables
    
    
    3,036
    
    
    
    2,892Inventories
    
    
    (1,788
    )
    
    
    (901
    )Refundable income taxes
    
    
    (4
    )
    
    
    Prepaid expenses and other current assets
    
    
    (119
    )
    
    
    (384
    )Other assets
    
    
    65
    
    
    
    (20
    )Accounts payable
    
    
    500
    
    
    
    (22
    )Accrued liabilities
    
    
    (180
    )
    
    
    (78
    )Other long-term liabilities
    
    
    (13
    )
    
    
    334Net cash provided by (used for) operating
activities
    
    
    878
    
    
    
    (704
    )Cash flows from investing activities:Capital expenditures
    
    
    (214
    )
    
    
    (470
    )Proceeds from disposal of property, plant and equipment
    
    
    
    
    
    
    10,581Acquisition of business, net of cash acquired
    
    
    (427
    )
    
    
    Other
    
    
    (25
    )
    
    
    167Net cash provided by (used for) investing
activities
    
    
    (666
    )
    
    
    10,278Cash flows from financing activities:Proceeds from debt purchase agreement
    
    
    5,600
    
    
    
    Repayment of debt purchase agreement
    
    
    (7,136
    )
    
    
    Proceeds from revolving credit agreement
    
    
    1,482
    
    
    
    9,033Repayments of revolving credit agreement
    
    
    (791
    )
    
    
    (12,140
    )Repayments of long-term debt
    
    
    
    
    
    
    (7,245
    )Net cash used for financing activities
    
    
    (845
    )
    
    
    (10,352
    )Decrease in cash and cash equivalents
    
    
    (633
    )
    
    
    (778
    )Cash and cash equivalents at the beginning of the period
    
    
    884
    
    
    
    5,578Cash and cash equivalents at the end of the period
    
    $
    251
    
    
    $
    4,800Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    (49
    )
    
    $
    (271
    )Cash paid for income taxes, net
    
    
    (531
    )
    
    
    (405
    )
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SIFCO Industries, Inc. and Subsidiaries
Notes to Unaudited Consolidated Condensed Financial Statements
(Amounts in thousands, except share and per share data)
 1. Summary of Significant Accounting Policies
 A. Principles of Consolidation
  B. Stock-Based Compensation
 .
   Three Months EndedDecember 31, 2004Net income as reported
    
    $
    2,358Less: Stock-based compensation expense determined
under fair value based method for all awards, net
of related income tax
effects
    
    
    15Pro forma net income as if the fair value based
method had been applied to all awards
    
    $
    2,343Net income per share:Basic  as reported
    
    $
    0.45Basic  pro forma
    
    $
    0.45Diluted  as reported
    
    $
    0.45Diluted  pro forma
    
    $
    0.45
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Weighted-Weighted-
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateNumber of
    
    
    Exercise
    
    
    Contractual
    
    
    IntrinsicOptions
    
    
    Price
    
    
    Term (Years)
    
    
    ValueSeptember 30,
2005
    
    
    278,000
    
    
    $
    6.40Options
granted
    
    
    
    
    
    
    Options
exercised
    
    
    
    
    
    
    Options
canceled
    
    
    (5,000
    )
    
    $
    5.16December 31,
2005
    
    
    273,000
    
    
    $
    6.42
    
    
    
    6.1
    
    
    $
    (690
    )Vested or expected
to vest at
December 31, 2005
    
    
    228,250
    
    
    $
    6.95
    
    
    
    5.5
    
    
    $
    (697
    )Exercisable at
December 31,
2005
    
    
    177,625
    
    
    $
    7.79
    
    
    
    4.6
    
    
    $
    (691
    )
    2. Acquisition
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3. Inventories
  December 31,
    
    
    September 30,2005
    
    
    2005Raw materials and
supplies
    
    $
    4,152
    
    
    $
    3,437Work-in-process
    
    
    3,519
    
    
    
    2,793Finished goods
    
    
    2,942
    
    
    
    2,516Total
inventories
    
    $
    10,613
    
    
    $
    8,746
   4. Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss
  Three Months EndedDecember 31,2005
    
    
    2004Net income (loss)
    
    $
    (1,466
    )
    
    $
    2,358Foreign currency translation adjustment
    
    
    (33
    )
    
    
    184Currency exchange contract adjustment
    
    
    (67
    )
    
    
    125Minimum pension liability adjustment
    
    
    
    
    
    
    1,356Total comprehensive loss
    
    $
    (1,566
    )
    
    $
    4,023
  December 31,
    
    
    September 30,2005
    
    
    2005Foreign currency translation
adjustment
    
    $
    (6,751
    )
    
    $
    (6,718
    )Currency exchange contract
adjustment
    
    
    (355
    )
    
    
    (288
    )Minimum pension liability
adjustment
    
    
    (4,143
    )
    
    
    (4,143
    )Total accumulated other
comprehensive loss
    
    $
    (11,249
    )
    
    $
    (11,149
    )
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5. Long-Term Debt
  6. Business Segments
   Three Months EndedDecember 31,2005
    
    
    2004Net sales:Turbine Component Services and Repair
Group
    
    $
    8,916
    
    
    $
    8,812Aerospace Component Manufacturing Group
    
    
    8,196
    
    
    
    7,413Applied Surface Concepts Group
    
    
    2,708
    
    
    
    2,856Consolidated net sales
    
    $
    19,820
    
    
    $
    19,081Operating income (loss):Turbine Component Services and Repair
Group
    
    $
    (950
    )
    
    $
    (1,846
    )Aerospace Component Manufacturing Group
    
    
    92
    
    
    
    (214
    )Applied Surface Concepts Group
    
    
    (66
    )
    
    
    19Corporate unallocated expenses
    
    
    (537
    )
    
    
    (301
    )Consolidated operating loss
    
    
    (1,461
    )
    
    
    (2,342
    )Interest expense, net
    
    
    33
    
    
    
    194Foreign currency exchange loss (gain),
net
    
    
    (24
    )
    
    
    301Other income, net
    
    
    (17
    )
    
    
    (6,510
    )Consolidated income (loss) before income tax provision
    
    $
    (1,453
    )

    
    $
    3,673
 7. Retirement Benefit Plans
  Three Months EndedDecember 31,2005
    
    
    2004Service cost
    
    $
    230
    
    
    $
    178Interest cost
    
    
    365
    
    
    
    361Expected return on plan assets
    
    
    (392
    )
    
    
    (423
    )Amortization of transition asset
    
    
    
    
    
    
    (3
    )Amortization of prior service cost
    
    
    33
    
    
    
    33Amortization of net loss
    
    
    76
    
    
    
    26Net periodic benefit cost
    
    $
    312
    
    
    $
    172
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8. Restatement
   Statement of Operations Data:
 Three Months EndedDecember 31, 2005As PreviouslyReported
    
    
    As RestatedCost of goods sold
    
    $
    18,369
    
    
    $
    18,011Total operating expenses
    
    
    21,639
    
    
    
    21,281Operating loss
    
    
    (1,819
    )
    
    
    (1,461
    )Loss before income tax
provision
    
    
    (1,811
    )
    
    
    (1,453
    )Net loss
    
    
    (1,824
    )
    
    
    (1,466
    )Net loss per share (basic)
    
    
    (0.35
    )
    
    
    (0.28
    )Net loss per share (diluted)
    
    
    (0.35
    )
    
    
    (0.28
    )
 Balance Sheet Data:
 December 31, 2005As PreviouslyReported
    
    
    As RestatedInventories
    
    $
    10,210
    
    
    $
    10,613Total current assets
    
    
    26,124
    
    
    
    26,527Total assets
    
    
    47,372
    
    
    
    47,775Accrued liabilities
    
    
    7,258
    
    
    
    7,303Total current liabilities
    
    
    17,529
    
    
    
    17,574Retained earnings
    
    
    20,316
    
    
    
    20,674Total shareholders equity
    
    
    20,510
    
    
    
    20,868Total liabilities and shareholders equity
    
    
    47,372
    
    
    
    47,775
 Statement of Cash Flows data:
 Three Months EndedDecember 31, 2005As PreviouslyReported
    
    
    As RestatedNet loss
    
    $
    (1,824
    )
    
    $
    (1,466
    )Changes in operating assets and liabilities:Inventories
    
    
    (1,385
    )
    
    
    (1,788
    )Accrued liabilities
    
    
    (225
    )
    
    
    (180
    )
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
   A. Results of Operations
 Three Months Ended December 31, 2005 Compared with Three Months Ended December 31, 2004
  Turbine Component Services and Repair Group (Repair Group)
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Aerospace Component Manufacturing Group (ACM Group)
      Applied Surface Concepts Group (ASC Group)
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Corporate Unallocated Expenses
  Other/General
  Weighted Average
    
    Weighted AverageInterest Rate
    
    Outstanding BalanceThree Months Ended
    
    Three Months EndedDecember 31,
    
    December 31,Credit Agreement
    
    2005
    
    2004
    
    2005
    
    2004Industrial development variable rate demand
revenue bond (1)
    
    N/A
    
    1.8%
    
    N/A
    
    $2.7 millionTerm note (1)
    
    N/A
    
    7.7%
    
    N/A
    
    $4.3 millionRevolving credit agreement
    
    7.8%
    
    5.4%
    
    $0.1 million
    
    $3.0 millionDebt Purchase agreement (2)
    
    4.2%
    
    N/A
    
    $1.3 million
    
    N/A
 (1)
    
    The industrial development variable rate demand revenue bond and the term note were paid off
during the first quarter of fiscal 2005.(2)
    
    The debt purchase agreement was entered into on September 29, 2005.
   Income Tax Provision
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B. Liquidity and Capital Resources
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C. Restatement of Financial Statements
  
 Item 4. Controls And Procedures
    
 Part II. Other Information
 
 Item 1. Legal Proceedings
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
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Item 6. Exhibits
   ExhibitNo.
    
    Description3.1
    
    Third Amended Articles of Incorporation of SIFCO Industries, Inc., filed as
Exhibit 3(a) of the Companys Form 10-Q dated March 31, 2002, and incorporated
herein by reference3.2
    
    SIFCO Industries, Inc. Amended and Restated Code of Regulations dated January
29, 2002, filed as Exhibit 3(b) of the Companys Form 10-Q dated March 31,
2002, and incorporated herein by reference4.2
    
    Amended and Restated Credit Agreement Between SIFCO Industries, Inc. and
National City Bank dated April 30, 2002, filed as Exhibit 4(b) of the
Companys Form 10-Q dated March 31, 2002, and incorporated herein by reference4.5
    
    Consolidated Amendment No. 1 to Amended and Restated Credit Agreement, Amended
and Restated Reimbursement Agreement and Promissory Note dated November 26,
2002 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit
4.5 of the Companys Form 10-K dated September 30, 2002, and incorporated herein by reference4.6
    
    Consolidated Amendment No. 2 to Amended and Restated Credit Agreement, Amended
and Restated Reimbursement Agreement and Promissory Note dated February 13,
2003 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit
4.6 of the Companys Form 10-Q dated December 31, 2002, and incorporated
herein by reference4.7
    
    Consolidated Amendment No. 3 to Amended and Restated Credit Agreement, Amended
and Restated Reimbursement Agreement and Promissory Note dated May 13, 2003
between SIFCO Industries Inc. and National City Bank, filed as Exhibit 4.7 of
the Companys Form 10-Q dated March 31, 2003, and incorporated herein by
reference4.8
    
    Consolidated Amendment No. 4 to Amended and Restated Credit Agreement, Amended
and Restated Reimbursement Agreement and Promissory Note dated July 28, 2003
between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.8 of
the Companys Form 10-Q dated June 30, 2003, and incorporated herein by
reference4.9
    
    Consolidated Amendment No. 5 to Amended and Restated Credit Agreement, Amended
and Restated Reimbursement Agreement and Promissory Note dated November 26,
2003 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit
4.9 of the Companys Form 10-K dated September 30, 2003, and incorporated
herein by reference4.10
    
    Amendment No. 6 to Amended and Restated Credit Agreement dated March 31, 2004
between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.10
of the Companys Form 10-Q dated March 31, 2004, and incorporated herein by
reference4.11
    
    Consolidated Amendment No. 7 to Amended and Restated Credit Agreement, Amended
and Restated Reimbursement Agreement and Promissory Note dated May 14, 2004
between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.11
of the Companys Form 10-Q dated March 31, 2004, and incorporated herein by
reference4.12
    
    Consolidated Amendment No. 8 to Amended and Restated Credit Agreement, Amended
and Restated Reimbursement Agreement and Promissory Note effective June 30,
2004 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit
4.12 of the Companys Form 10-Q dated June 30, 2004, and incorporated herein by reference4.13
    
    Consolidated Amendment No. 9 to Amended and Restated Credit Agreement, Amended
and Restated Reimbursement Agreement and Promissory Note effective November 12,
2004 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit
4.13 to the Companys Form 10-K dated September 30, 2004, and incorporated herein by reference
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ExhibitNo.
    
    Description4.14
    
    Amendment No. 10 to Amended and Restated Credit Agreement effective December
31, 2004 between SIFCO Industries, Inc. and National City Bank, filed on
Exhibit 4.14 to the Companys Form 10-Q dated December 31, 2004, and
incorporated herein by reference4.15
    
    Amendment No. 11 to Amended and Restated Credit Agreement dated May 19, 2005
between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.15
to the Companys Form 10-Q/A dated March 31, 2005, and incorporated herein by
reference4.16
    
    Amendment No. 12 to Amended and Restated Credit Agreement dated August 10,
2005 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit
4.16 to the Companys Form 10-Q dated June 30, 2005, and incorporated herein
by reference4.17
    
    Debt Purchase Agreement Between The Governor and Company of the Bank of
Ireland and SIFCO Turbine Components Limited, filed as Exhibit 4.17 to the
Companys Form 8-K dated September 29, 2005, and incorporated herein by
reference4.18
    
    Mortgage and Charge dated September 26, 2005 between SIFCO Turbine Components
Limited and the Governor and Company of the Bank of Ireland, filed as Exhibit
4.18 to the Companys Form 8-K dated September 29, 2005, and incorporated
herein by reference4.19
    
    Amendment No. 13 to Amended and Restated Credit Agreement dated November 23,
2005 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit
4.19 to the Companys Form 10-K dated September 30, 2005, and incorporated
herein by reference4.20
    
    Amendment No. 14 to Amended and Restated Credit Agreement dated February 10,
2006 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit
4.20 to the Companys Form 10-Q dated December 31, 2005, and incorporated
herein by reference.9.1
    
    Voting Trust Extension Agreement dated January 14, 2002, filed as Exhibit 9.1
of the Companys Form 10-K dated September 30, 2002, and incorporated herein
by reference9.2
    
    Voting Trust Agreement dated January 15, 1997, filed as Exhibit 9.2 of the
Companys Form 10-K dated September 30, 2002, and incorporated herein by
reference10.2
    
    Deferred Compensation Program for Directors and Executive Officers (as amended
and restated April 26, 1984), filed as Exhibit 10(b) of the Companys Form
10-Q dated March 31, 2002, and incorporated herein by reference10.3
    
    SIFCO Industries, Inc. 1998 Long-term Incentive Plan, filed as Exhibit 10.3 of
the Companys form 10-Q dated June 30, 2004, and incorporated herein by
reference10.4
    
    SIFCO Industries, Inc. 1995 Stock Option Plan, filed as Exhibit 10(d) of the
Companys Form 10-Q dated March 31, 2002, and incorporated herein by reference10.5
    
    Change in Control Severance Agreement between the Company and Frank Cappello,
dated September 28, 2000, filed as Exhibit 10(g) of the Companys Form 10-Q
dated December 31, 2000, and incorporated herein by reference10.7
    
    Change in Control Severance Agreement between the Company and Remigijus
Belzinskas, dated September 28, 2000, filed as Exhibit 10 (i) of the Companys
Form 10-Q dated December 31, 2000, and incorporated herein by reference10.8
    
    Change in Control Agreement between the Company and Frank Cappello, dated
November 9, 2000, filed as Exhibit 10 (j) of the Companys Form 10-Q dated
December 31, 2000, and incorporated herein by reference10.9
    
    Change in Control Severance Agreement between the Company and Timothy V.
Crean, dated July 30, 2002, filed as Exhibit 10.9 of the Companys Form 10-K
dated September 30, 2002, and incorporated herein by reference
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ExhibitNo.
    
    Description10.10
    
    Change in Control Severance Agreement between the Company and Jeffrey P.
Gotschall, dated July 30, 2002, filed as Exhibit 10.10 of the Companys Form
10-K dated September 30, 2002, and incorporated herein by reference10.11
    
    Form of Restricted Stock Agreement, filed as Exhibit 10.11 of the Companys
Form 10-K dated September 30, 2002, and incorporated herein by reference10.12
    
    Form of Tender, Condition of Tender, Condition of Sale and General Conditions
of Sale dated June 30, 2004, filed as Exhibit 10.12 of the Companys Form 8-K
dated October 14, 2004, and incorporated herein by reference10.13
    
    Separation Agreement and Release between Hudson D. Smith and SIFCO Industries,
Inc. effective January 31, 2005, filed as Exhibit 10.13 of the Companys Form
8-K dated February 8, 2005, and incorporated herein by reference10.14
    
    Separation Pay Agreement between Frank A. Cappello and SIFCO Industries, Inc.
dated December 16, 2005, filed as Exhibit 10.14 of the Companys Form 10-K
dated September 30, 2005, and incorporated herein by reference14.1
    
    Code of Ethics, files as Exhibit 14.1 of the Companys Form 10-K dated
September 30, 2003, and incorporated herein by reference*31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) / 15d-14(a)*31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) / 15d-14(a)*32.1
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350*32.2
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
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##### Table of Contents



SIGNATURES
  SIFCO Industries, Inc.(Registrant)Date: April 6, 2006
    
    /s/ Jeffrey P. GotschallJeffrey P. GotschallChairman of the Board andChief Executive OfficerDate: April 6, 2006
    
    /s/ Frank A. CappelloFrank A. CappelloVice President-Finance andChief Financial Officer(Principal Financial Officer)
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