##### 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, 2007
 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 þ
 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-10.19EX-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 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net sales
    
    $
    24,022
    
    
    $
    18,780
    
    
    $
    64,678
    
    
    $
    50,837Operating expenses:Cost of goods sold
    
    
    18,435
    
    
    
    15,270
    
    
    
    49,118
    
    
    
    41,657Selling, general and administrative expenses
    
    
    3,144
    
    
    
    3,004
    
    
    
    8,422
    
    
    
    8,184Loss (gain) on disposal of operating assets
    
    
    (140
    )
    
    
    83
    
    
    
    (136
    )
    
    
    87Total operating expenses
    
    
    21,439
    
    
    
    18,357
    
    
    
    57,404
    
    
    
    49,928Operating income
    
    
    2,583
    
    
    
    423
    
    
    
    7,274
    
    
    
    909Interest income
    
    
    (1
    )
    
    
    (14
    )
    
    
    (3
    )
    
    
    (50
    )Interest expense
    
    
    53
    
    
    
    22
    
    
    
    107
    
    
    
    55Foreign currency exchange loss (gain), net
    
    
    (6
    )
    
    
    (3
    )
    
    
    (14
    )
    
    
    8Other (income) expense, net
    
    
    24
    
    
    
    (166
    )
    
    
    (9
    )
    
    
    (205
    )Income from continuing operations before
income tax provision (benefit)
    
    
    2,513
    
    
    
    584
    
    
    
    7,193
    
    
    
    1,101Income tax provision (benefit)
    
    
    (1,162
    )
    
    
    
    
    
    
    (1,050
    )
    
    
    20Income from continuing operations
    
    
    3,675
    
    
    
    584
    
    
    
    8,243
    
    
    
    1,081Income (loss) from discontinued operations, net of tax
    
    
    (1,532
    )
    
    
    2,747
    
    
    
    (1,897
    )
    
    
    151Net income
    
    $
    2,143
    
    
    $
    3,331
    
    
    $
    6,346
    
    
    $
    1,232Income per share from continuing operationsBasic
    
    $
    0.70
    
    
    $
    0.11
    
    
    $
    1.57
    
    
    $
    0.21Diluted
    
    $
    0.69
    
    
    $
    0.11
    
    
    $
    1.56
    
    
    $
    0.21Income (loss) per share from discontinued operations,
net of taxBasic
    
    $
    (0.29
    )
    
    $
    0.53
    
    
    $
    (0.36
    )
    
    $
    0.03Diluted
    
    $
    (0.29
    )
    
    $
    0.53
    
    
    $
    (0.36
    )
    
    $
    0.03Net income per shareBasic
    
    $
    0.41
    
    
    $
    0.64
    
    
    $
    1.21
    
    
    $
    0.24Diluted
    
    $
    0.40
    
    
    $
    0.64
    
    
    $
    1.20
    
    
    $
    0.24Weighted-average number of common shares (basic)
    
    
    5,252
    
    
    
    5,222
    
    
    
    5,237
    
    
    
    5,222Weighted-average number of common shares (diluted)
    
    
    5,311
    
    
    
    5,228
    
    
    
    5,274
    
    
    
    5,226
  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 30,2007
    
    
    2006(unaudited)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    5,780
    
    
    $
    4,744Receivables, net
    
    
    20,349
    
    
    
    18,652Inventories
    
    
    12,873
    
    
    
    8,052Refundable income taxes
    
    
    22
    
    
    
    188Deferred income taxes
    
    
    5,255
    
    
    
    Prepaid expenses and other current assets
    
    
    314
    
    
    
    601Total current assets
    
    
    44,593
    
    
    
    32,237Property, plant and equipment, net
    
    
    13,218
    
    
    
    14,059Other assets
    
    
    2,374
    
    
    
    2,479Total assets
    
    $
    60,185
    
    
    $
    48,775LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current maturities of long-term debt
    
    $
    2
    
    
    $
    52Accounts payable
    
    
    9,748
    
    
    
    10,454Accrued liabilities
    
    
    5,866
    
    
    
    6,720Total current liabilities
    
    
    15,616
    
    
    
    17,226Long-term debt, net of current maturities
    
    
    2,646
    
    
    
    427Other long-term liabilities
    
    
    7,526
    
    
    
    5,939Shareholders 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 5,274 and 5,222 shares at June 30, 2007 and
September 30, 2006
    
    
    5,274
    
    
    
    5,222Additional paid-in capital
    
    
    6,333
    
    
    
    6,323Retained earnings
    
    
    29,446
    
    
    
    23,100Accumulated other comprehensive loss
    
    
    (6,656
    )
    
    
    (9,462
    )Total shareholders equity
    
    
    34,397
    
    
    
    25,183Total liabilities and shareholders equity
    
    $
    60,185
    
    
    $
    48,775
  3




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SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Unaudited)
(Amounts in thousands)
 Nine Months EndedJune 30,2007
    
    
    2006Cash flows from operating activities:Net income
    
    $
    6,346
    
    
    $
    1,232Loss (income) from discontinued operations, net of tax
    
    
    1,897
    
    
    
    (151
    )Adjustments to reconcile net income to net cash provided by
(used for) operating activities:Depreciation and amortization
    
    
    1,081
    
    
    
    1,057Loss (gain) on disposal of property, plant and equipment
    
    
    (136
    )
    
    
    88Deferred income taxes
    
    
    (1,231
    )
    
    
    Share transactions under employee stock plan
    
    
    61
    
    
    
    117Changes in operating assets and liabilities:Receivables
    
    
    (4,168
    )
    
    
    (4,128
    )Inventories
    
    
    (5,174
    )
    
    
    (1,234
    )Refundable income taxes
    
    
    (14
    )
    
    
    (15
    )Prepaid expenses and other current assets
    
    
    79
    
    
    
    (41
    )Other assets
    
    
    105
    
    
    
    82Accounts payable
    
    
    (12
    )
    
    
    4,006Accrued liabilities
    
    
    85
    
    
    
    (619
    )Other long-term liabilities
    
    
    12
    
    
    
    (187
    )Net cash provided by (used for) operating activities of continuing
operations
    
    
    (1,069
    )
    
    
    207Net cash used for operating activities of discontinued
operations
    
    
    (3,464
    )
    
    
    (1,398
    )Cash flows from investing activities:Capital expenditures
    
    
    (1,051
    )
    
    
    (656
    )Proceeds from disposal of property, plant and equipment
    
    
    57
    
    
    
    Acquisition of business, net of cash acquired
    
    
    
    
    
    
    (436
    )Other
    
    
    39
    
    
    
    37Net cash used for investing activities of continuing operations
    
    
    (955
    )
    
    
    (1,055
    )Net cash provided by investing activities of discontinued
operations
    
    
    4,047
    
    
    
    7,566Cash flows from financing activities:Proceeds from revolving credit agreement
    
    
    23,104
    
    
    
    11,451Repayments of revolving credit agreement
    
    
    (21,373
    )
    
    
    (10,898
    )Proceeds from other debt
    
    
    718
    
    
    
    82Repayments of other debt
    
    
    (284
    )
    
    
    (114
    )Net cash provided by financing activities of continuing
operations
    
    
    2,165
    
    
    
    521Net cash used for financing activities of discontinued operations
    
    
    
    
    
    
    (1,913
    )Increase in cash and cash equivalents
    
    
    724
    
    
    
    3,928Cash and cash equivalents at the beginning of the period
    
    
    4,744
    
    
    
    884Effect of exchange rate changes on cash and cash equivalents
    
    
    312
    
    
    
    Cash and cash equivalents at the end of the period
    
    $
    5,780
    
    
    $
    4,812Supplemental disclosure of cash flow information of continuing operations:Cash paid for interest
    
    $
    (81
    )
    
    $
    (116
    )Cash paid for income taxes, net
    
    
    (72
    )
    
    
    (530
    )
  4




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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
   Weighted-Weighted-
    
    
    AverageNumber
    
    
    Average
    
    
    Remaining
    
    
    Aggregateof
    
    
    Exercise
    
    
    Contractual
    
    
    IntrinsicOptions
    
    
    Price
    
    
    Term (Years)
    
    
    ValueSeptember 30,
2006
    
    
    261,000
    
    
    $
    6.55Options
granted
    
    
    
    
    
    
    Options
exercised
    
    
    (105,250
    )
    
    $
    9.30Options
canceled
    
    
    (31,500
    )
    
    $
    5.94June 30,
2007
    
    
    124,250
    
    
    $
    4.37
    
    
    
    6.0
    
    
    $
    1,777Vested or expected
to vest at June
30, 2007
    
    
    118,250
    
    
    $
    4.41
    
    
    
    5.9
    
    
    $
    1,688Exercisable at
June 30,
2007
    
    
    78,000
    
    
    $
    4.77
    
    
    
    5.0
    
    
    $
    1,085
   5




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##### Table of Contents



2. Inventories
  June 30,
    
    
    September 30,2007
    
    
    2006Raw materials and supplies
    
    $
    5,143
    
    
    $
    3,220Work-in-process
    
    
    5,430
    
    
    
    3,222Finished goods
    
    
    2,300
    
    
    
    1,610Total inventories
    
    $
    12,873
    
    
    $
    8,052
  3. Comprehensive Income and Accumulated Other Comprehensive Loss
  Three Months Ended
    
    
    Nine Months EndedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net
income
    
    $
    2,143
    
    
    $
    3,331
    
    
    $
    6,346
    
    
    $
    1,232Foreign currency
translation
adjustment
    
    
    115
    
    
    
    85
    
    
    
    1,848
    
    
    
    82Currency exchange
contract
adjustment
    
    
    
    
    
    
    131
    
    
    
    
    
    
    
    332Minimum pension
liability
adjustment
    
    
    958
    
    
    
    
    
    
    
    958
    
    
    
    Total
comprehensive income
    
    $
    3,216
    
    
    $
    3,547
    
    
    $
    9,152
    
    
    $
    1,646
  June 30,
    
    
    September 30,2007
    
    
    2006Foreign currency translation
adjustment
    
    $
    (4,795
    )
    
    $
    (6,643
    )Minimum pension liability
adjustment
    
    
    (1,861
    )
    
    
    (2,819
    )Total accumulated other
comprehensive loss
    
    $
    (6,656
    )
    
    $
    (9,462
    )
 4. Long-Term Debt
  5. Income Taxes
   6




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6. Business Segments
   Three Months Ended
    
    
    Nine Months EndedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net sales:Aerospace
Component
Manufacturing
Group
    
    $
    16,941
    
    
    $
    12,534
    
    
    $
    44,494
    
    
    $
    32,692Turbine Component
Services and
Repair
Group
    
    
    3,584
    
    
    
    3,185
    
    
    
    9,399
    
    
    
    9,079Applied Surface
Concepts
Group
    
    
    3,497
    
    
    
    3,061
    
    
    
    10,785
    
    
    
    9,066Consolidated
net sales
from
continuing
operations
    
    $
    24,022
    
    
    $
    18,780
    
    
    $
    64,678
    
    
    $
    50,837Operating income (loss):Aerospace
Component
Manufacturing
Group
    
    $
    2,583
    
    
    $
    1,333
    
    
    $
    7,137
    
    
    $
    2,415Turbine Component
Services and
Repair
Group
    
    
    403
    
    
    
    (7
    )
    
    
    381
    
    
    
    59Applied Surface
Concepts
Group
    
    
    152
    
    
    
    (411
    )
    
    
    939
    
    
    
    (374
    )Corporate
unallocated
expenses
    
    
    (555
    )
    
    
    (492
    )
    
    
    (1,183
    )
    
    
    (1,191
    )Consolidated
operating
income from
continuing
operations
    
    
    2,583
    
    
    
    423
    
    
    
    7,274
    
    
    
    909Interest expense,
net
    
    
    52
    
    
    
    8
    
    
    
    104
    
    
    
    5Foreign currency
exchange loss (gain),
net
    
    
    (6
    )
    
    
    (3
    )
    
    
    (14
    )
    
    
    8Other expense
(income),
net
    
    
    24
    
    
    
    (166
    )
    
    
    (9
    )
    
    
    (205
    )Consolidated
income from
continuing
operations
before income
tax
provision
    
    $
    2,513
    
    
    $
    584
    
    
    $
    7,193
    
    
    $
    1,101
 7. Retirement Benefit Plans
  Three Months Ended
    
    
    Nine Months EndedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Service
cost
    
    $
    70
    
    
    $
    235
    
    
    $
    210
    
    
    $
    694Interest
cost
    
    
    252
    
    
    
    355
    
    
    
    756
    
    
    
    1,086Expected return on
plan
assets
    
    
    (301
    )
    
    
    (374
    )
    
    
    (902
    )
    
    
    (1,158
    )Amortization of
prior service
cost
    
    
    33
    
    
    
    33
    
    
    
    99
    
    
    
    99Amortization of net
loss
    
    
    32
    
    
    
    58
    
    
    
    95
    
    
    
    210Net
periodic
benefit
cost
    
    $
    86
    
    
    $
    307
    
    
    $
    258
    
    
    $
    931
  7




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8 Government Grants
    9. Asset Divestiture
   10. Discontinued Operations
  Three Months Ended
    
    
    Nine Months EndedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net
sales
    
    $
    1,513
    
    
    $
    3,538
    
    
    $
    5,900
    
    
    $
    15,812Income (loss)
before income tax
provision
    
    
    (1,532
    )
    
    
    3,427
    
    
    
    (1,897
    )
    
    
    831Income (loss) from
discontinued
operations, net of
tax
    
    
    (1,532
    )
    
    
    2,747
    
    
    
    (1,897
    )
    
    
    151
 8




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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, 2007 Compared with Nine Months Ended June 30, 2006
   9




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Aerospace Component Manufacturing Group (ACM Group)
      Turbine Component Services and Repair Group (Repair Group)
    10




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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,Credit Agreement
    
    2007
    
    2006
    
    2007
    
    2006Revolving credit
agreement
    
    8.8%
    
    8.2%
    
    $1.1 million
    
    $0.6 millionDebt purchase
agreement
(1)
    
    N/A
    
    4.6%
    
    N/A
    
    $1.1 million
 
 (1)
    
    Debt purchase agreement was with an Irish bank and paid off during the third quarter of fiscal
2006. Interest expense related to this debt is included in income (loss) from discontinued
operations. 11




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Three Months Ended June 30, 2007 Compared with Three Months Ended June 30, 2006
  Aerospace Component Manufacturing Group (ACM Group)
     12




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Turbine Component Services and Repair Group (Repair Group)
    Applied Surface Concepts Group (ASC Group)
    Corporate Unallocated Expenses
  Other/General
  13




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Weighted Average
    
    Weighted AverageInterest Rate
    
    Outstanding BalanceThree Months Ended
    
    Three Months EndedJune 30,
    
    June 30,Credit Agreement
    
    2007
    
    2006
    
    2007
    
    2006Revolving credit
agreement
    
    8.8%
    
    8.4%
    
    $1.7 million
    
    $0.8 millionDebt purchase
agreement
(1)
    
    N/A
    
    5.1%
    
    N/A
    
    $0.9 million
 
 (1)
    
    The debt purchase agreement was with an Irish bank and was paid off during the third quarter of
fiscal 2006. Interest expense related to this debt is included in income (loss) from discontinued
operations.  B. Liquidity and Capital Resources
      14




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Item 3. Quantitative and Qualitative Disclosures about Market Risk
   A. Foreign Currency Risk
    British Pound
    
    Euro
    
    Swedish KronaCash and cash
equivalents
    
    
    35
    
    
    
    264
    
    
    
    143Accounts receivable
    
    
    122
    
    
    
    472
    
    
    
    1,541Accounts payable and accrued
liabilities
    
    
    84
    
    
    
    686
    
    
    
    2,450
 15




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B. Interest Rate Risk
  
 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
  16




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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 reference4.2
    
    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 to the Companys Form 10-K dated September 30, 2004 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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##### Table of Contents



Exhibit No.
    
    Description4.14
    
    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 reference4.15
    
    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 reference4.21
    
    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
reference4.22
    
    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 reference4.23
    
    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 reference4.24
    
    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
reference9.1
    
    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
reference9.3
    
    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
    
    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 reference
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##### Table of Contents



Exhibit No.
    
    Description10.5
    
    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 reference10.10
    
    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 reference10.15
    
    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 reference10.16
    
    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
reference10.17
    
    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
reference10.18
    
    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
reference*10.19
    
    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)14.1
    
    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
 19




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##### Table of Contents



SIGNATURES
  SIFCO Industries, Inc.(Registrant)Date:  August 10, 2007
    /s/ Jeffrey P. GotschallJeffrey P. GotschallChairman of the Board and
Chief Executive OfficerDate:  August 10, 2007
    /s/ Frank A. CappelloFrank A. CappelloVice President-Finance and
Chief Financial Officer
(Principal Financial Officer) 20