UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2010
 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
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller
reporting company)
    
    Smaller reporting company þ
 o þ




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##### 



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
    
    
    Six Months EndedMarch 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Net sales
    
    $
    19,886
    
    
    $
    25,941
    
    
    $
    41,188
    
    
    $
    49,478Operating expenses:Cost of goods sold
    
    
    15,735
    
    
    
    19,812
    
    
    
    31,016
    
    
    
    37,967Selling, general and administrative expenses
    
    
    2,806
    
    
    
    2,715
    
    
    
    5,743
    
    
    
    5,578Total operating expenses
    
    
    18,541
    
    
    
    22,527
    
    
    
    36,759
    
    
    
    43,545Operating income
    
    
    1,345
    
    
    
    3,414
    
    
    
    4,429
    
    
    
    5,933Interest income
    
    
    (16
    )
    
    
    
    
    
    
    (23
    )
    
    
    (5
    )Interest expense
    
    
    16
    
    
    
    13
    
    
    
    33
    
    
    
    29Foreign currency exchange (gain) loss, net
    
    
    (14
    )
    
    
    7
    
    
    
    (16
    )
    
    
    79Other income, net
    
    
    (119
    )
    
    
    (2
    )
    
    
    (235
    )
    
    
    (7
    )Income from continuing operations before income
tax provision
    
    
    1,478
    
    
    
    3,396
    
    
    
    4,670
    
    
    
    5,837Income tax provision
    
    
    474
    
    
    
    1,296
    
    
    
    1,653
    
    
    
    2,199Income from continuing operations
    
    
    1,004
    
    
    
    2,100
    
    
    
    3,017
    
    
    
    3,638Income from discontinued operations, net of tax
    
    
    
    
    
    
    294
    
    
    
    
    
    
    
    386Net income
    
    $
    1,004
    
    
    $
    2,394
    
    
    $
    3,017
    
    
    $
    4,024Income per share from continuing operationsBasic
    
    $
    0.19
    
    
    $
    0.40
    
    
    $
    0.57
    
    
    $
    0.69Diluted
    
    $
    0.19
    
    
    $
    0.40
    
    
    $
    0.56
    
    
    $
    0.69Income per share from discontinued operations, net of taxBasic
    
    $
    
    
    
    $
    0.06
    
    
    $
    
    
    
    $
    0.07Diluted
    
    $
    
    
    
    $
    0.06
    
    
    $
    
    
    
    $
    0.07Net income per shareBasic
    
    $
    0.19
    
    
    $
    0.45
    
    
    $
    0.57
    
    
    $
    0.76Diluted
    
    $
    0.19
    
    
    $
    0.45
    
    
    $
    0.56
    
    
    $
    0.76Weighted-average number of common shares (basic)
    
    
    5,307
    
    
    
    5,295
    
    
    
    5,304
    
    
    
    5,295Weighted-average number of common shares (diluted)
    
    
    5,362
    
    
    
    5,315
    
    
    
    5,353
    
    
    
    5,311
  2




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##### 



SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Balance Sheets
(Amounts in thousands, except per share data)
 March 31,
    
    
    September 30,2010
    
    
    2009(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    23,769
    
    
    $
    19,875Receivables, net
    
    
    14,652
    
    
    
    17,010Inventories, net
    
    
    6,933
    
    
    
    7,568Refundable income taxes
    
    
    75
    
    
    
    889Deferred income taxes
    
    
    1,651
    
    
    
    1,651Prepaid expenses and other current assets
    
    
    684
    
    
    
    601Total current assets
    
    
    47,764
    
    
    
    47,594Property, plant and equipment, net
    
    
    18,438
    
    
    
    16,940Other assets
    
    
    1,264
    
    
    
    1,236Total assets
    
    $
    67,466
    
    
    $
    65,770LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current maturities of long-term debt
    
    $
    105
    
    
    $
    101Accounts payable
    
    
    7,780
    
    
    
    7,629Accrued liabilities
    
    
    4,005
    
    
    
    4,324Total current liabilities
    
    
    11,890
    
    
    
    12,054Long-term debt, net of current maturities
    
    
    96
    
    
    
    154Deferred income taxes
    
    
    2,033
    
    
    
    2,110Other long-term liabilities
    
    
    5,880
    
    
    
    6,207Shareholders 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 5,325 shares at March 31, 2010 and 5,298
shares at September 30, 2009
    
    
    5,325
    
    
    
    5,298Additional paid-in capital
    
    
    6,669
    
    
    
    6,490Retained earnings
    
    
    46,177
    
    
    
    43,160Accumulated other comprehensive loss
    
    
    (10,604
    )
    
    
    (9,703
    )Total shareholders equity
    
    
    47,567
    
    
    
    45,245Total liabilities and shareholders equity
    
    $
    67,466
    
    
    $
    65,770
  3




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##### 



SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Unaudited)
(Amounts in thousands)
 Six Months EndedMarch 31,2010
    
    
    2009Cash flows from operating activities:Net income
    
    $
    3,017
    
    
    $
    4,024(Income) loss from discontinued operations, net of tax
    
    
    
    
    
    
    (386
    )Adjustments to reconcile net income to net cash provided by operating
activities of continuing operations:Depreciation and amortization
    
    
    906
    
    
    
    784LIFO provision (income)
    
    
    180
    
    
    
    (630
    )Share transactions under employee stock plans
    
    
    206
    
    
    
    42Other
    
    
    (36
    )
    
    
    22Changes in operating assets and liabilities:Receivables
    
    
    2,307
    
    
    
    (1,125
    )Inventories
    
    
    412
    
    
    
    948Refundable income taxes
    
    
    814
    
    
    
    860Accounts payable
    
    
    172
    
    
    
    (1,357
    )Accrued liabilities
    
    
    (297
    )
    
    
    (15
    )Other
    
    
    (200
    )
    
    
    (270
    )Net cash provided by operating activities of continuing operations
    
    
    7,481
    
    
    
    2,897Net cash provided by operating activities of discontinued operations
    
    
    
    
    
    
    74Cash flows from investing activities:Capital expenditures
    
    
    (3,470
    )
    
    
    (2,130
    )Net cash used for investing activities of continuing operations
    
    
    (3,470
    )
    
    
    (2,130
    )Cash flows from financing activities:Other
    
    
    (53
    )
    
    
    (55
    )Net cash used for financing activities of continuing operations
    
    
    (53
    )
    
    
    (55
    )Increase in cash and cash equivalents
    
    
    3,958
    
    
    
    786Cash and cash equivalents at the beginning of the period
    
    
    19,875
    
    
    
    10,440Effect of exchange rate changes on cash and cash equivalents
    
    
    (64
    )
    
    
    (323
    )Cash and cash equivalents at the end of the period
    
    $
    23,769
    
    
    $
    10,903Supplemental disclosure of cash flow information of continuing operations:Cash paid for interest
    
    $
    (29
    )
    
    $
    (27
    )Cash paid for income taxes, net
    
    
    (364
    )
    
    
    (1,075
    )
  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, 2009
    
    
    92,000
    
    
    $
    4.53Options
exercised
    
    
    (32,000
    )
    
    $
    4.90March 31,
2010
    
    
    60,000
    
    
    $
    4.33
    
    
    
    3.6
    
    
    $
    765Vested or expected to vest at March
31, 2010
    
    
    60,000
    
    
    $
    4.33
    
    
    
    3.6
    
    
    $
    765Exercisable at March 31,
2010
    
    
    60,000
    
    
    $
    4.33
    
    
    
    3.6
    
    
    $
    765
   5




---



##### 



WeightedAverage FairNumber of
    
    
    Value at DateShares
    
    
    of GrantOutstanding at September 30, 2009
    
    
    75,500
    
    
    $
    8.29Performance shares
awarded
    
    
    36,200
    
    
    $
    15.75Outstanding at March 31, 2010
    
    
    111,700
    
    
    $
    10.70
 2. Inventories
  March 31,
    
    
    September 30,2010
    
    
    2009Raw materials and supplies
    
    $
    1,815
    
    
    $
    2,539Work-in-process
    
    
    2,220
    
    
    
    2,350Finished goods
    
    
    2,898
    
    
    
    2,679Total
inventories
    
    $
    6,933
    
    
    $
    7,568
  3. Comprehensive Income and Accumulated Other Comprehensive Loss
  Three Months Ended
    
    
    Six Months EndedMarch 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Net
income
    
    $
    1,004
    
    
    $
    2,394
    
    
    $
    3,017
    
    
    $
    4,024Foreign currency translation
adjustment
    
    
    (76
    )
    
    
    (212
    )
    
    
    (1,145
    )
    
    
    (338
    )Net pension liability
adjustment, net of tax
    
    
    179
    
    
    
    
    
    
    
    244
    
    
    
    46Total
comprehensive
income
    
    $
    1,107
    
    
    $
    2,182
    
    
    $
    2,116
    
    
    $
    3,732
 6




---



##### 



March 31,
    
    
    September 30,2010
    
    
    2009Foreign currency translation
adjustment
    
    $
    (5,791
    )
    
    $
    (4,646
    )Net pension liability adjustment,
net of tax
    
    
    (4,813
    )
    
    
    (5,057
    )Total accumulated
other comprehensive
loss
    
    $
    (10,604
    )
    
    $
    (9,703
    )
 4. Long-Term Debt
  5. Government Grants
  6. Income Taxes
  Three Months Ended
    
    
    Six Months EndedMarch 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Current income tax provision:U.S. federal
    
    $
    450
    
    
    $
    1,037
    
    
    $
    1,408
    
    
    $
    1,817U.S. state and local
    
    
    59
    
    
    
    154
    
    
    
    213
    
    
    
    254Non-U.S.
    
    
    (22
    )
    
    
    56
    
    
    
    48
    
    
    
    102Total current tax
provision
    
    
    487
    
    
    
    1,247
    
    
    
    1,669
    
    
    
    2,173Deferred income tax provision (benefit):U.S. federal
    
    
    (13
    )
    
    
    53
    
    
    
    (16
    )
    
    
    31U.S. state and local
    
    
    
    
    
    
    (8
    )
    
    
    
    
    
    
    Non-U.S.
    
    
    
    
    
    
    4
    
    
    
    
    
    
    
    (5
    )Total deferred tax
provision
    
    
    (13
    )
    
    
    49
    
    
    
    (16
    )
    
    
    26Income tax
provision
    
    $
    474
    
    
    $
    1,296
    
    
    $
    1,653
    
    
    $
    2,199
  7




---



##### 



7. Retirement Benefit Plans
  Three Months Ended
    
    
    Six Months EndedMarch 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Service cost
    
    $
    75
    
    
    $
    65
    
    
    $
    159
    
    
    $
    130Interest cost
    
    
    267
    
    
    
    265
    
    
    
    527
    
    
    
    530Expected return on plan
assets
    
    
    (352
    )
    
    
    (372
    )
    
    
    (707
    )
    
    
    (743
    )Amortization of prior service
cost
    
    
    36
    
    
    
    33
    
    
    
    71
    
    
    
    66Amortization of net
loss
    
    
    144
    
    
    
    13
    
    
    
    271
    
    
    
    25Net periodic benefit
cost
    
    $
    170
    
    
    $
    4
    
    
    $
    321
    
    
    $
    8
  8. Business Segments
  Three Months Ended
    
    
    Six Months EndedMarch 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Net sales:Aerospace Component Manufacturing Group
    
    $
    14,650
    
    
    $
    19,623
    
    
    $
    30,861
    
    
    $
    35,859Turbine Component Services and Repair Group
    
    
    2,373
    
    
    
    2,734
    
    
    
    4,547
    
    
    
    6,256Applied Surface Concepts Group
    
    
    2,863
    
    
    
    3,584
    
    
    
    5,780
    
    
    
    7,363Consolidated net sales from continuing
operations
    
    $
    19,886
    
    
    $
    25,941
    
    
    $
    41,188
    
    
    $
    49,478Operating income (loss):Aerospace Component Manufacturing Group
    
    $
    1,880
    
    
    $
    3,596
    
    
    $
    5,408
    
    
    $
    6,037Turbine Component Services and Repair Group
    
    
    14
    
    
    
    (208
    )
    
    
    58
    
    
    
    (50
    )Applied Surface Concepts Group
    
    
    (45
    )
    
    
    328
    
    
    
    (9
    )
    
    
    631Corporate unallocated expenses
    
    
    (504
    )
    
    
    (302
    )
    
    
    (1,028
    )
    
    
    (685
    )Consolidated operating income from continuing
operations
    
    
    1,345
    
    
    
    3,414
    
    
    
    4,429
    
    
    
    5,933Interest expense, net
    
    
    
    
    
    
    13
    
    
    
    10
    
    
    
    24Foreign currency exchange loss (gain), net
    
    
    (14
    )
    
    
    7
    
    
    
    (16
    )
    
    
    79Other income, net
    
    
    (119
    )
    
    
    (2
    )
    
    
    (235
    )
    
    
    (7
    )Consolidated income from continuing operations
before income tax
provision
    
    $
    1,478
    
    
    $
    3,396
    
    
    $
    4,670
    
    
    $
    5,837
 8




---



##### 



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
   A. Results of Operations
 Six Months Ended March 31, 2010 Compared with Six Months Ended March 31, 2009
  Aerospace Component Manufacturing Group (ACM Group)
  Six Months EndedMarch 31,
    
    
    IncreaseNet Sales
    
    2010
    
    
    2009
    
    
    (Decrease)Airframe components for small aircraft
    
    $
    18.4
    
    
    $
    19.4
    
    
    $
    (1.0
    )Small turbine engine components
    
    
    9.7
    
    
    
    11.2
    
    
    
    (1.5
    )Airframe components for large aircraft
    
    
    1.7
    
    
    
    2.7
    
    
    
    (1.0
    )Turbine engine components for large aircraft
    
    
    0.5
    
    
    
    1.3
    
    
    
    (0.8
    )Commercial product sales and other revenue
    
    
    0.6
    
    
    
    1.3
    
    
    
    (0.7
    )Total
    
    $
    30.9
    
    
    $
    35.9
    
    
    $
    (5.0
    )
 9




---



##### 



Six Months EndedMarch 31,
    
    
    IncreaseOperating Income
    
    2010
    
    
    2009
    
    
    (Decrease)Operating income
    
    $
    5.4
    
    
    $
    6.0
    
    
    $
    (0.6
    )LIFO expense (income)
    
    
    0.2
    
    
    
    (0.6
    )
    
    
    0.8Operating income without LIFO expense (income)
    
    $
    5.6
    
    
    $
    5.4
    
    
    $
    0.2
   Six Months EndedMarch 31,
    
    IncreaseManufacturing expenditures
    
    2010
    
    2009
    
    (Decrease)Labor and benefits
    
    $
    4.4
    
    
    $
    4.5
    
    
    $
    (0.1
    )Overhead:Utilities
    
    
    1.9
    
    
    
    2.5
    
    
    
    (0.6
    )Repairs, maintenance and supplies
    
    
    1.2
    
    
    
    1.8
    
    
    
    (0.6
    )Depreciation
    
    
    0.5
    
    
    
    0.4
    
    
    
    0.1
  10




---



##### 



Turbine Component Services and Repair Group (Repair Group)
     Applied Surface Concepts Group (ASC Group)
  Six Months EndedMarch 31,
    
    IncreaseNet Sales
    
    2010
    
    2009
    
    (Decrease)Product
    
    $
    2.9
    
    
    $
    3.5
    
    
    $
    (0.6
    )Contract service
    
    
    2.8
    
    
    
    3.8
    
    
    
    (1.0
    )Other
    
    
    0.1
    
    
    
    0.1
    
    
    
    Total
    
    $
    5.8
    
    
    $
    7.4
    
    
    $
    (1.6
    )
   11




---



##### 



Corporate Unallocated Expenses
  Six Months EndedMarch 31,
    
    
    IncreaseCorporate Unallocated Expenses
    
    2010
    
    
    2009
    
    
    (Decrease)Compensation and benefit expenses
    
    $
    0.5
    
    
    $
    0.3
    
    
    $
    0.2Consulting expenses
    
    
    0.1
    
    
    
    
    
    
    
    0.1Ireland facility expenses
    
    
    0.1
    
    
    
    
    
    
    
    0.1
  Other/General
  Three Months Ended March 31, 2010 Compared with Three Months Ended March 31, 2009
  Aerospace Component Manufacturing Group (ACM Group)
  Three Months EndedMarch 31,
    
    
    IncreaseNet Sales
    
    2010
    
    
    2009
    
    
    (Decrease)Airframe components for small aircraft
    
    $
    8.3
    
    
    $
    10.6
    
    
    $
    (2.3
    )Small turbine engine components
    
    
    5.3
    
    
    
    6.1
    
    
    
    (0.8
    )Airframe components for large aircraft
    
    
    0.6
    
    
    
    1.4
    
    
    
    (0.8
    )Turbine engine components for large aircraft
    
    
    0.3
    
    
    
    0.6
    
    
    
    (0.3
    )Commercial product sales and other revenue
    
    
    0.2
    
    
    
    0.9
    
    
    
    (0.7
    )Total
    
    $
    14.7
    
    
    $
    19.6
    
    
    $
    (4.9
    )
 12




---



##### 



Three Months EndedMarch 31,
    
    
    IncreaseOperating Income
    
    2010
    
    
    2009
    
    
    (Decrease)Operating income
    
    $
    1.9
    
    
    $
    3.6
    
    
    $
    (1.7
    )LIFO expense (income)
    
    
    0.1
    
    
    
    (0.5
    )
    
    
    0.6Operating income without LIFO expense (income)
    
    $
    2.0
    
    
    $
    3.1
    
    
    $
    (1.1
    )
   Six Months EndedMarch 31,
    
    
    IncreaseManufacturing Expenditures
    
    2010
    
    
    2009
    
    
    (Decrease)Labor and benefits
    
    $
    2.2
    
    
    $
    2.3
    
    
    $
    (0.1
    )Overhead:Utilities
    
    
    1.1
    
    
    
    1.2
    
    
    
    (0.1
    )Repairs, maintenance and supplies
    
    
    0.6
    
    
    
    0.8
    
    
    
    (0.2
    )Depreciation
    
    
    0.3
    
    
    
    0.2
    
    
    
    0.1
  13




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##### 



Turbine Component Services and Repair Group (Repair Group)
    Applied Surface Concepts Group (ASC Group)
  Three Months EndedMarch 31,
    
    
    IncreaseNet Sales
    
    2010
    
    
    2009
    
    
    (Decrease)Product
    
    $
    1.5
    
    
    $
    1.8
    
    
    $
    (0.3
    )Contract service
    
    
    1.3
    
    
    
    1.7
    
    
    
    (0.4
    )Other
    
    
    0.1
    
    
    
    0.1
    
    
    
    Total
    
    $
    2.9
    
    
    $
    3.6
    
    
    $
    (0.7
    )
    Corporate Unallocated Expenses
  14




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##### 



Other/General
  B. Liquidity and Capital Resources
      Item 3. Quantitative and Qualitative Disclosures about Market Risk
  A. Foreign Currency Risk
   15




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##### 



Pounds
    
    
    
    
    
    
    SwedishSterling
    
    
    Euro
    
    
    KronaCash and cash equivalents
    
    
    43
    
    
    
    491
    
    
    
    1,991Accounts receivable
    
    
    116
    
    
    
    386
    
    
    
    1,110Accounts payable and accrued liabilities
    
    
    89
    
    
    
    590
    
    
    
    2,435
 B. Interest Rate Risk
  Item 4. Controls and Procedures
   
    
    Missing and/or ineffective controls were noted in the area of the Companys management
information systems related principally to (i) logical access/security, (ii) program change
management and (iii) segregation of duties. While none of the individual deficiencies
noted in these areas appear to rise to the level of a material weakness, based on the
nature and interrelationship of the noted deficiencies, management believes that such
deficiencies, when considered in the aggregate, do create a reasonable possibility that a
material misstatement to the Companys financial statements could occur and not be detected
in a timely manner and, therefore, a material weakness in internal controls over financial
reporting does exist as of March 31, 2010.
  16




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##### 



Part II. Other Information
 Item 5. Other Matters
  A.
    
    Elected six directors to the Companys Board of Directors, Jeffrey P. Gotschall, P.
Charles Miller, Jr., Frank N. Nichols, Alayne L. Reitman, Hudson D. Smith and J. Douglas
Whelan, each to serve on the Board of Directors until the Companys Annual Meeting in 2011.The results of the voting for directors were as follows:
 Name
    
    Votes For
    
    
    Votes WithheldJeffrey P. Gotschall
    
    
    3,960,230
    
    
    
    197,107P. Charles Miller, Jr.
    
    
    3,626,543
    
    
    
    530,794Frank N. Nichols
    
    
    3,762,573
    
    
    
    394,764Alayne L. Reitman
    
    
    3,638,253
    
    
    
    519,084Hudson D. Smith
    
    
    4,153,353
    
    
    
    3,984J. Douglas Whelan
    
    
    3,669,070
    
    
    
    488,267
 B.
    
    Ratified Grant Thornton LLP as the independent auditors of the Company to audit the books
and accounts of the Company for the fiscal year ending September 30, 2010. There were
4,941,829 votes cast for the appointment, 13,044 votes cast against the appointment and
92,328 abstentions.
 Item 6. (a) Exhibits
  Exhibit No.
    
    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 reference4.1
    
    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 reference
 17




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##### 



Exhibit No.
    
    Description4.3
    
    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 reference4.14
    
    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 reference
 18




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##### 



Exhibit No.
    
    Description4.16
    
    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 December 31, 2007 and incorporated
herein by reference4.21
    
    Amendment No. 20 to Amended and Restated Credit Agreement dated December 12,
2008 between SIFCO Industries, Inc. and National City Bank filed as Exhibit
4.21to the Companys Form 10-K dated September 30, 2008 and incorporated
herein by reference4.22
    
    Amendment No. 21 to Amended and Restated Credit Agreement dated February 10,
2010 between SIFCO Industries, Inc. and PNC Bank, National Association
(successor to National City Bank) filed as Exhibit 4.22 to the Companys Form
10-Q dated December 31, 2009 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
reference9.2
    
    Voting Trust Extension Agreement (effectively) dated January 31, 2010, filed
as Exhibit 9.2 of the Companys Form 10-Q dated December 31, 2009, 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
    
    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 reference10.7
    
    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 reference10.9
    
    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
 19




---



##### 



Exhibit No.
    
    Descriptionincorporated herein by reference10.10
    
    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
reference10.11
    
    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 reference10.12
    
    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 reference10.13
    
    Letter Agreement between the Company and Jeffrey P. Gotschall, dated August
12, 2009 filed as Exhibit 10.1 of the Companys Form 8-K dated August 12,
2009, and incorporated herein by reference10.14
    
    Interim Chief Executive Officer Agreement, dated as of August 31, 2009, by and
among SIFCO Industries, Inc., Aviation Component Solutions and Michael S.
Lipscomb filed as Exhibit 10.14 of the Companys Form 10-K dated September 30,
2009, and incorporated herein by reference10.15
    
    Amended and Restated Change in Control and Severance Agreement, between James
P. Woidke and SIFCO Industries, Inc., dated April 27, 2010 filed as Exhibit
10.15 of the Companys Form 8-K dated April 30, 2010, 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
 20




---



##### 



SIGNATURES
  SIFCO Industries, Inc.
(Registrant)Date:  May 12, 2010
    /s/ Michael S. LipscombMichael S. LipscombPresident and Chief Executive Officer
(Principal Executive Officer)Date:  May 12, 2010
    /s/ Frank A. CappelloFrank A. CappelloVice President-Finance and
Chief Financial Officer



(Principal Financial Officer) 21