##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2008
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 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)
  (Registrants telephone number, including area code)
 þ o
  Large Accelerated Filer o
    
    Accelerated Filer
o
    
    Non-accelerated Filer o
    

Smaller
reporting company þ(Do not check if a smaller reporting company)
 o þ




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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 3. Quantitative and Qualitative Disclosures about Market RiskItem 4. Controls and ProceduresPart II. Other InformationItem 1. Legal ProceedingsItem 2. Change in Securities and Use of ProceedsItem 3. Defaults upon Senior SecuritiesItem 4. Submission of Matters to a Vote of Security HoldersItem 5. Other InformationItem 6. (a) ExhibitsSIGNATURESEX-31.1EX-31.2EX-32.1EX-32.2    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 Ended
    
    
    Nine Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net sales
    
    $
    27,333
    
    
    $
    24,022
    
    
    $
    76,493
    
    
    $
    64,678Operating expenses:Cost of goods sold
    
    
    20,977
    
    
    
    18,435
    
    
    
    58,492
    
    
    
    49,118Selling, general and administrative
expenses
    
    
    3,243
    
    
    
    3,144
    
    
    
    9,507
    
    
    
    8,422Gain on disposal of operating
assets
    
    
    
    
    
    
    (140
    )
    
    
    
    
    
    
    (136
    )Total operating
expenses
    
    
    24,220
    
    
    
    21,439
    
    
    
    67,999
    
    
    
    57,404Operating
income
    
    
    3,113
    
    
    
    2,583
    
    
    
    8,494
    
    
    
    7,274Interest income
    
    
    (3
    )
    
    
    (1
    )
    
    
    (5
    )
    
    
    (3
    )Interest expense
    
    
    22
    
    
    
    53
    
    
    
    135
    
    
    
    107Foreign currency exchange gain,
net
    
    
    (8
    )
    
    
    (6
    )
    
    
    (12
    )
    
    
    (14
    )Other (income) expense,
net
    
    
    (1
    )
    
    
    24
    
    
    
    (1
    )
    
    
    (9
    )Income from continuing
operations before income tax
provision
    
    
    3,103
    
    
    
    2,513
    
    
    
    8,377
    
    
    
    7,193Income tax provision
    
    
    1,035
    
    
    
    618
    
    
    
    3,031
    
    
    
    730Income from continuing
operations
    
    
    2,068
    
    
    
    1,895
    
    
    
    5,346
    
    
    
    6,463Income (loss) from discontinued
operations, net of tax
    
    
    91
    
    
    
    (1,532
    )
    
    
    (216
    )
    
    
    (1,897
    )Net income
    
    $
    2,159
    
    
    $
    363
    
    
    $
    5,130
    
    
    $
    4,566Income per share from continuing operationsBasic
    
    $
    0.39
    
    
    $
    0.36
    
    
    $
    1.01
    
    
    $
    1.23Diluted
    
    $
    0.38
    
    
    $
    0.36
    
    
    $
    1.00
    
    
    $
    1.23Income (loss) per share from discontinued
operations, net of
taxBasic
    
    $
    0.02
    
    
    $
    (0.29
    )
    
    $
    (0.04
    )
    
    $
    (0.36
    )Diluted
    
    $
    0.02
    
    
    $
    (0.29
    )
    
    $
    (0.04
    )
    
    $
    (0.36
    )Net income per shareBasic
    
    $
    0.41
    
    
    $
    0.07
    
    
    $
    0.97
    
    
    $
    0.87Diluted
    
    $
    0.40
    
    
    $
    0.07
    
    
    $
    0.96
    
    
    $
    0.87Weighted-average number of common shares
(basic)
    
    
    5,294
    
    
    
    5,252
    
    
    
    5,290
    
    
    
    5,237Weighted-average number of common shares
(diluted)
    
    
    5,345
    
    
    
    5,311
    
    
    
    5,342
    
    
    
    5,274
  2




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##### Table of Contents



SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Balance Sheets
(Amounts in thousands, except per share data)
 June 30,
    
    
    September 30,2008
    
    
    2007(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    7,055
    
    
    $
    5,510Receivables, net
    
    
    21,128
    
    
    
    19,473Inventories
    
    
    13,341
    
    
    
    16,897Refundable income taxes
    
    
    20
    
    
    
    Deferred income taxes
    
    
    1,829
    
    
    
    2,423Prepaid expenses and other current assets
    
    
    410
    
    
    
    370Assets held for sale
    
    
    3,532
    
    
    
    3,189Total current assets
    
    
    47,315
    
    
    
    47,862Property, plant and equipment, net
    
    
    11,313
    
    
    
    10,570Other assets
    
    
    3,472
    
    
    
    2,457Total assets
    
    $
    62,100
    
    
    $
    60,889LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current maturities of long-term debt
    
    $
    92
    
    
    $
    87Accounts payable
    
    
    9,022
    
    
    
    9,735Accrued liabilities
    
    
    4,835
    
    
    
    5,690Total current liabilities
    
    
    13,949
    
    
    
    15,512Long-term debt, net of current maturities
    
    
    312
    
    
    
    2,986Deferred income taxes
    
    
    3,468
    
    
    
    3,655Other long-term liabilities
    
    
    1,521
    
    
    
    1,958Shareholders equity:Serial preferred shares, no par value, authorized 1,000
shares
    
    
    
    
    
    
    Common shares, par value $1 per share, authorized 10,000 shares; issued
and outstanding 5,294 and 5,281 shares at June 30, 2008 and
September 30, 2007
    
    
    5,294
    
    
    
    5,281Additional paid-in capital
    
    
    6,376
    
    
    
    6,352Retained earnings
    
    
    34,958
    
    
    
    29,828Accumulated other comprehensive loss
    
    
    (3,778
    )
    
    
    (4,683
    )Total shareholders equity
    
    
    42,850
    
    
    
    36,778Total liabilities and shareholders
equity
    
    $
    62,100
    
    
    $
    60,889
  3




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SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Unaudited)
(Amounts in thousands)
 Nine Months EndedJune 30,2008
    
    
    2007Cash flows from operating activities:Net income
    
    $
    5,130
    
    
    $
    4,566Loss from discontinued operations, net of tax
    
    
    216
    
    
    
    1,897Adjustments to reconcile net income to net cash provided by (used for)
operating activities of continuing operations:Depreciation and amortization
    
    
    1,102
    
    
    
    1,081Loss (gain) on disposal of property, plant and equipment
    
    
    1
    
    
    
    (136
    )Deferred income taxes
    
    
    396
    
    
    
    594Other
    
    
    37
    
    
    
    62Changes in operating assets and liabilities:Receivables
    
    
    (1,952
    )
    
    
    (4,168
    )Inventories
    
    
    3,579
    
    
    
    (5,174
    )Accounts payable
    
    
    40
    
    
    
    (12
    )Accrued liabilities
    
    
    (902
    )
    
    
    39Other long-term
liabilities
    
    
    (1,291
    )
    
    
    12Other
    
    
    (205
    )
    
    
    170Net cash provided by (used for) operating activities of continuing operations
    
    
    6,151
    
    
    
    (1,069
    )Net cash used for operating activities of discontinued operations
    
    
    (659
    )
    
    
    (3,464
    )Cash flows from investing activities:Capital expenditures
    
    
    (1,782
    )
    
    
    (1,051
    )Other
    
    
    
    
    
    
    96Net cash used for investing activities of continuing operations
    
    
    (1,782
    )
    
    
    (955
    )Net cash provided by investing activities of discontinued operations
    
    
    
    
    
    
    4,047Cash flows from financing activities:Proceeds from revolving credit agreement
    
    
    20,848
    
    
    
    23,104Repayments of revolving credit agreement
    
    
    (23,448
    )
    
    
    (21,373
    )Other
    
    
    (69
    )
    
    
    434Net cash provided by (used for) financing activities of continuing operations
    
    
    (2,669
    )
    
    
    2,165Increase in cash and cash equivalents
    
    
    1,041
    
    
    
    724Cash and cash equivalents at the beginning of the period
    
    
    5,510
    
    
    
    4,744Effect of exchange rate changes on cash and cash equivalents
    
    
    504
    
    
    
    312Cash and cash equivalents at the end of the period
    
    $
    7,055
    
    
    $
    5,780Supplemental disclosure of cash flow information of continuing operations:Cash paid for interest
    
    $
    (156
    )
    
    $
    (81
    )Cash paid for income taxes, net
    
    
    (2,890
    )
    
    
    (72
    )
  4




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SIFCO Industries, Inc. and Subsidiaries
Notes to Unaudited Consolidated Condensed Financial Statements
(Dollars in thousands, except share and per share data)
 1.
    
    Summary of Significant Accounting Policies
 A. Principles of Consolidation
   B. Stock-Based Compensation
   Weighted-Weighted-
    
    
    AverageNumber of
    
    
    Average
    
    
    Remaining
    
    
    AggregateShare
    
    
    Exercise
    
    
    Contractual
    
    
    IntrinsicOptions
    
    
    Price
    
    
    Term (Years)
    
    
    ValueSeptember 30, 2007
    
    
    110,500
    
    
    $
    4.46Options exercised
    
    
    (16,500
    )
    
    $
    3.69June 30, 2008
    
    
    94,000
    
    
    $
    4.59
    
    
    
    4.5
    
    
    $
    518Vested or expected to vest at June 30, 2008
    
    
    94,000
    
    
    $
    4.59
    
    
    
    4.5
    
    
    $
    518Exercisable at June 30, 2008
    
    
    81,000
    
    
    $
    4.73
    
    
    
    4.1
    
    
    $
    435
    5




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##### Table of Contents



WeightedAverage FairNumber of
    
    
    Value at DateShares
    
    
    of GrantOutstanding at September 30, 2007
    
    
    
    
    
    
    Performance shares
awarded
    
    
    35,000
    
    
    $
    10.94Outstanding at June 30, 2008
    
    
    35,000
    
    
    $
    10.94
 2.
    
    Inventories
  June 30,
    
    
    September 30,2008
    
    
    2007Raw materials and supplies
    
    $
    4,685
    
    
    $
    7,579Work-in-process
    
    
    6,142
    
    
    
    6,433Finished goods
    
    
    2,514
    
    
    
    2,885Total
inventories
    
    $
    13,341
    
    
    $
    16,897
  3.
    
    Comprehensive Income and Accumulated Other Comprehensive Loss
  Three Months Ended
    
    
    Nine Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net
income
    
    $
    2,159
    
    
    $
    363
    
    
    $
    5,130
    
    
    $
    4,566Foreign currency
translation
adjustment
    
    
    (42
    )
    
    
    115
    
    
    
    905
    
    
    
    1,848Minimum pension liability
adjustment
    
    
    
    
    
    
    958
    
    
    
    
    
    
    
    958Total
comprehensive
income
    
    $
    2,117
    
    
    $
    1,436
    
    
    $
    6,035
    
    
    $
    7,372
 6




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##### Table of Contents



June 30,
    
    
    September 30,2008
    
    
    2007Foreign currency translation
adjustment
    
    $
    (3,454
    )
    
    $
    (4,359
    )SFAS No. 158 net pension liability adjustment,
net of tax
    
    
    (324
    )
    
    
    (324
    )Total accumulated other
comprehensive loss
    
    $
    (3,778
    )
    
    $
    (4,683
    )
 4.
    
    Long-Term Debt
  5.
    
    Government Grants
    6.
    
    Income Taxes
  Three Months Ended
    
    
    Nine Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Current income tax provision:U.S. federal
    
    $
    631
    
    
    $
    10
    
    
    $
    2,209
    
    
    $
    99U.S. state and local
    
    
    86
    
    
    
    
    
    
    
    225
    
    
    
    Non-U.S
    
    
    87
    
    
    
    14
    
    
    
    201
    
    
    
    37Total current tax
provision
    
    
    804
    
    
    
    24
    
    
    
    2,635
    
    
    
    136Deferred income tax provision (benefit):U.S. federal
    
    
    202
    
    
    
    594
    
    
    
    345
    
    
    
    594U.S. state and local
    
    
    29
    
    
    
    
    
    
    
    105
    
    
    
    Non-U.S
    
    
    
    
    
    
    
    
    
    
    (54
    )
    
    
    Total deferred tax
provision
    
    
    231
    
    
    
    594
    
    
    
    396
    
    
    
    594Income tax
provision
    
    $
    1,035
    
    
    $
    618
    
    
    $
    3,031
    
    
    $
    730
 7




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7.
    
    Retirement Benefit Plans
  Three Months Ended
    
    
    Nine Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Service
cost
    
    $
    61
    
    
    $
    70
    
    
    $
    182
    
    
    $
    210Interest
cost
    
    
    237
    
    
    
    252
    
    
    
    712
    
    
    
    756Expected return on plan
assets
    
    
    (358
    )
    
    
    (301
    )
    
    
    (1,073
    )
    
    
    (902
    )Amortization of prior
service cost
    
    
    33
    
    
    
    33
    
    
    
    99
    
    
    
    99Amortization of net loss
(gain)
    
    
    (18
    )
    
    
    32
    
    
    
    (54
    )
    
    
    95Net periodic
benefit cost
(income)
    
    $
    (45
    )
    
    $
    86
    
    
    $
    (134
    )
    
    $
    258
  8.
    
    Business Segments
  8




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Three Months Ended
    
    
    Nine Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net sales:Aerospace Component Manufacturing Group
    
    $
    19,740
    
    
    $
    16,941
    
    
    $
    53,991
    
    
    $
    44,494Turbine Component Services and Repair Group
    
    
    3,643
    
    
    
    3,584
    
    
    
    11,229
    
    
    
    9,399Applied Surface Concepts Group
    
    
    3,950
    
    
    
    3,497
    
    
    
    11,273
    
    
    
    10,785Consolidated net sales from continuing
operations
    
    $
    27,333
    
    
    $
    24,022
    
    
    $
    76,493
    
    
    $
    64,678Operating income (loss):Aerospace Component Manufacturing Group
    
    $
    3,368
    
    
    $
    2,583
    
    
    $
    9,049
    
    
    $
    7,137Turbine Component Services and Repair Group
    
    
    (51
    )
    
    
    403
    
    
    
    (8
    )
    
    
    381Applied Surface Concepts Group
    
    
    389
    
    
    
    152
    
    
    
    1,047
    
    
    
    939Corporate unallocated expenses
    
    
    (593
    )
    
    
    (555
    )
    
    
    (1,594
    )
    
    
    (1,183
    )Consolidated operating income from continuing
operations
    
    
    3,113
    
    
    
    2,583
    
    
    
    8,494
    
    
    
    7,274Interest expense, net
    
    
    19
    
    
    
    52
    
    
    
    130
    
    
    
    104Foreign currency exchange gain, net
    
    
    (8
    )
    
    
    (6
    )
    
    
    (12
    )
    
    
    (14
    )Other (income) expense,
net
    
    
    (1
    )
    
    
    24
    
    
    
    (1
    )
    
    
    (9
    )Consolidated income from continuing operations
before income tax provision
    
    $
    3,103
    
    
    $
    2,513
    
    
    $
    8,377
    
    
    $
    7,193
 9.
    
    Asset Divestiture and Discontinued Operations
   Three Months Ended
    
    Nine Months EndedJune 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007Net
sales
    
    $
    
    
    
    $
    1,513
    
    
    $
    
    
    
    $
    5,900Income (loss) before
income tax provision
    
    
    91
    
    
    
    (1,532
    )
    
    
    (216
    )
    
    
    (1,897
    )Income (loss) from
discontinued operations,
net of tax
    
    
    91
    
    
    
    (1,532
    )
    
    
    (216
    )
    
    
    (1,897
    )
 9




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
   A. Results of Operations
 Nine Months Ended June 30, 2008 Compared with Nine Months Ended June 30, 2007
   Aerospace Component Manufacturing Group (ACM Group)
  10




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Turbine Component Services and Repair Group (Repair Group)
    11




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Applied Surface Concepts Group (ASC Group)
     Corporate Unallocated Expenses
  Other/General
  Weighted Average
    
    Weighted AverageInterest Rate
    
    Outstanding BalanceNine Months Ended
    
    Nine Months EndedJune 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007Revolving credit
agreement
    
    
    7.1
    %
    
    
    8.8
    %
    
    $1.8 million
    
    $1.1 million
 Three Months Ended June 30, 2008 Compared with Three Months Ended June 30, 2007
  12




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Aerospace Component Manufacturing Group (ACM Group)
     Turbine Component Services and Repair Group (Repair Group)
    13




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Applied Surface Concepts Group (ASC Group)
    Corporate Unallocated Expenses
  Other/General
  Weighted Average
    
    Weighted AverageInterest Rate
    
    Outstanding BalanceThree Months Ended
    
    Three Months EndedJune 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007Revolving credit
agreement
    
    
    5.2
    %
    
    
    8.8
    %
    
    $0.5 million
    
    $1.7 million
 B. Liquidity and Capital Resources
   14




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C. Impact of Recently Issued Accounting Pronouncements
    15




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Item 3. Quantitative and Qualitative Disclosures about Market Risk
   A. Foreign Currency Risk
    Pounds
    
    
    
    
    
    SwedishSterling
    
    Euro
    
    KronaCash and cash
equivalents
    
    
    32
    
    
    
    207
    
    
    
    1,186Accounts
receivable
    
    
    164
    
    
    
    571
    
    
    
    906Accounts payable and accrued
liabilities
    
    
    149
    
    
    
    431
    
    
    
    2,678
 B. Interest Rate Risk
  16




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Item 4. Controls and Procedures
   
 Part II. Other Information
 
 Item 1. Legal Proceedings
  
 Item 2. Change in 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
  
 Item 6. (a) 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 reference
 17




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##### Table of Contents



ExhibitNo.
    
    Description4.1
    
    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 reference4.2
    
    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 reference4.3
    
    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 reference4.4
    
    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
reference4.5
    
    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
reference4.6
    
    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 to the Companys Form 10-K dated September 30, 2004 and incorporated
herein by reference4.7
    
    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
reference4.8
    
    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
reference4.9
    
    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 reference4.10
    
    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 reference4.11
    
    Amendment No. 10 to Amended and Restated Credit Agreement effective December
31, 2004 between SIFCO Industries, Inc. and National City Bank, filed as
Exhibit 4.14 to the Companys Form 10-Q dated December 31, 2004, and
incorporated herein by reference4.12
    
    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
reference4.13
    
    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 reference
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##### Table of Contents



ExhibitNo.
    
    Description4.14
    
    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 reference4.15
    
    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 reference4.16
    
    Amendment No. 15 to Amended and Restated Credit Agreement dated August 14,
2006 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit
4.21 to the Companys Form 10-Q dated June 30, 2006 and incorporated herein by
reference4.17
    
    Amendment No. 16 to Amended and Restated Credit Agreement dated November 29,
2006 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit
4.22 to the Companys Form 10-K dated September 30, 2006 and incorporated
herein by reference4.18
    
    Amendment No. 17 to Amended and Restated Credit Agreement dated February 5,
2007 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit
4.23 to the Companys Form 10-Q dated December 31, 2006 and incorporated
herein by reference4.19
    
    Amendment No. 18 to Amended and Restated Credit Agreement dated May 10, 2007
between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.24
to the Companys Form 10-Q dated March 31, 2007 and incorporated herein by
reference4.20
    
    Amendment No. 19 to Amended and Restated Credit Agreement dated February 8,
2008 between SIFCO Industries, Inc. and National City Bank filed as Exhibit
4.20 to the Companys Form 10-Q dated March 31, 2008 and incorporated herein
by reference9.1
    
    Voting Trust Agreement dated January 30, 2007, filed as Exhibit 9.3 of the
Companys Form 10-Q dated December 31, 2006, and incorporated herein by
reference10.2
    
    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
reference10.3
    
    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 reference10.4
    
    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 reference10.5
    
    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 reference10.6
    
    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 reference10.10
    
    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 reference10.11
    
    Agreement for the Purchase of the Assets of the Large Aerospace Business of
SIFCO Turbine Components Limited dated March 16, 2006 between SIFCO Turbine
Components Limited, SIFCO Industries, Inc, and SR Technics Airfoil Services
Limited, as amended on April 19, 2006, May 2, 2006, May 5, 2006, May 9, 2006,
and May 10, 2006, filed as Exhibit 10.15 of the Companys Form 10-Q dated
March 31, 2006 and incorporated herein by reference
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##### Table of Contents



ExhibitNo.
    
    Description10.12
    
    Separation Agreement and Release Without Prejudice between the Company and
Timothy V. Crean, dated November 28, 2006 filed as Exhibit 99.1 of the
Companys Form 8-K dated November 30, 2006, and incorporated herein by
reference10.13
    
    Amendment No. 1 to Change in Control Severance Agreement between the Company
and Frank Cappello, dated February 5, 2007, filed as Exhibit 10.17 of the
Companys Form 10-Q dated December 31, 2006 and incorporated herein by
reference10.14
    
    Amendment No. 1 to Change in Control Severance Agreement between the Company
and Remigijus Belzinskas, dated February 5, 2007, filed as Exhibit 10.18 of
the Companys Form 10-Q dated December 31, 2006 and incorporated herein by
reference10.15
    
    Business Purchase Agreement dated as of May 7, 2007 between PAS Technologies
Inc. (Parent), PAS Turbines Ireland Limited (Buyer), SIFCO Industries Inc.
(Shareholder), and SIFCO Turbine Components Limited (Company), filed as
Exhibit 10.19 of the Companys Form 10-Q dated June 30, 2007 and incorporated
herein by reference10.16
    
    SIFCO Industries, Inc. 2007 Long-Term Incentive Plan, filed as Exhibit A of
the Companys Proxy and Notice of 2008 Annual Meeting to Shareholders dated
December 14, 2007, 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: August 11, 2008
    
    /s/ Jeffrey P. GotschallJeffrey P. GotschallChairman of the Board andChief Executive OfficerDate: August 11, 2008
    
    /s/ Frank A. CappelloFrank A. CappelloVice President-Finance andChief Financial Officer(Principal Financial Officer)
 21