##### 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, 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
    
    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 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 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net sales
    
    $
    19,481
    
    
    $
    23,548
    
    
    $
    60,669
    
    
    $
    73,026Operating expenses:Cost of goods sold
    
    
    15,188
    
    
    
    16,517
    
    
    
    46,204
    
    
    
    54,484Selling, general and administrative
expenses
    
    
    2,932
    
    
    
    2,958
    
    
    
    8,675
    
    
    
    8,536Total operating
expenses
    
    
    18,120
    
    
    
    19,475
    
    
    
    54,879
    
    
    
    63,020Operating
income
    
    
    1,361
    
    
    
    4,073
    
    
    
    5,790
    
    
    
    10,006Interest income
    
    
    (13
    )
    
    
    
    
    
    
    (36
    )
    
    
    (5
    )Interest expense
    
    
    16
    
    
    
    14
    
    
    
    49
    
    
    
    43Foreign currency exchange (gain) loss,
net
    
    
    (32
    )
    
    
    (47
    )
    
    
    (48
    )
    
    
    32Other (income) expense,
net
    
    
    (117
    )
    
    
    5
    
    
    
    (352
    )
    
    
    (2
    )Income from continuing
operations before income tax
provision
    
    
    1,507
    
    
    
    4,101
    
    
    
    6,177
    
    
    
    9,938Income tax provision
    
    
    523
    
    
    
    1,484
    
    
    
    2,176
    
    
    
    3,683Income from continuing
operations
    
    
    984
    
    
    
    2,617
    
    
    
    4,001
    
    
    
    6,255Income (loss) from discontinued
operations, net of tax
    
    
    
    
    
    
    (198
    )
    
    
    
    
    
    
    188Net income
    
    $
    984
    
    
    $
    2,419
    
    
    $
    4,001
    
    
    $
    6,443Income per share from continuing operationsBasic
    
    $
    0.18
    
    
    $
    0.49
    
    
    $
    0.75
    
    
    $
    1.18Diluted
    
    $
    0.18
    
    
    $
    0.49
    
    
    $
    0.75
    
    
    $
    1.18Income (loss) per share from discontinued
operations, net of
taxBasic
    
    $
    
    
    
    $
    (0.04
    )
    
    $
    
    
    
    $
    0.04Diluted
    
    $
    
    
    
    $
    (0.04
    )
    
    $
    
    
    
    $
    0.04Net income per shareBasic
    
    $
    0.18
    
    
    $
    0.46
    
    
    $
    0.75
    
    
    $
    1.22Diluted
    
    $
    0.18
    
    
    $
    0.45
    
    
    $
    0.75
    
    
    $
    1.21Weighted-average number of common shares
(basic)
    
    
    5,322
    
    
    
    5,295
    
    
    
    5,309
    
    
    
    5,295Weighted-average number of common shares
(diluted)
    
    
    5,362
    
    
    
    5,328
    
    
    
    5,355
    
    
    
    5,318
  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 30,2010
    
    
    2009(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    24,714
    
    
    $
    19,875Receivables, net
    
    
    13,612
    
    
    
    17,010Inventories, net
    
    
    7,408
    
    
    
    7,568Refundable income taxes
    
    
    4
    
    
    
    889Deferred income taxes
    
    
    1,651
    
    
    
    1,651Prepaid expenses and other current assets
    
    
    667
    
    
    
    601Total current assets
    
    
    48,056
    
    
    
    47,594Property, plant and equipment, net
    
    
    19,362
    
    
    
    16,940Other assets
    
    
    1,277
    
    
    
    1,236Total assets
    
    $
    68,695
    
    
    $
    65,770LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current maturities of long-term debt
    
    $
    106
    
    
    $
    101Accounts payable
    
    
    8,068
    
    
    
    7,629Accrued liabilities
    
    
    4,115
    
    
    
    4,324Total current liabilities
    
    
    12,289
    
    
    
    12,054Long-term debt, net of current maturities
    
    
    64
    
    
    
    154Deferred income taxes
    
    
    2,002
    
    
    
    2,110Other long-term liabilities
    
    
    5,796
    
    
    
    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 shares - 5,325 at June 30, 2010 and 5,298 at
September 30, 2009; outstanding shares - 5,313 at June 30,
2010 and 5,298 at September 30,
2009
    
    
    5,325
    
    
    
    5,298Additional paid-in capital
    
    
    6,741
    
    
    
    6,490Retained earnings
    
    
    47,161
    
    
    
    43,160Accumulated other comprehensive loss
    
    
    (10,558
    )
    
    
    (9,703
    )Common shares held in treasury at cost, 12 shares in 2010 and
no shares in 2009
    
    
    (125
    )
    
    
    Total shareholders equity
    
    
    48,544
    
    
    
    45,245Total liabilities and shareholders
equity
    
    $
    68,695
    
    
    $
    65,770
  3




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SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Unaudited)
(Amounts in thousands)
 Nine Months EndedJune 30,2010
    
    
    2009Cash flows from operating activities:Net income
    
    $
    4,001
    
    
    $
    6,443Income from discontinued operations, net of tax
    
    
    
    
    
    
    (188
    )Adjustments to reconcile net income to net cash provided by operating
activities of continuing operations:Depreciation and amortization
    
    
    1,383
    
    
    
    1,182LIFO provision (income)
    
    
    270
    
    
    
    (1,231
    )Share transactions under employee stock plans
    
    
    277
    
    
    
    63Other
    
    
    (5
    )
    
    
    33Changes in operating assets and liabilities:Receivables
    
    
    3,288
    
    
    
    824Inventories
    
    
    (190
    )
    
    
    3,833Refundable income taxes
    
    
    885
    
    
    
    1,309Accounts payable
    
    
    469
    
    
    
    (911
    )Accrued liabilities
    
    
    (154
    )
    
    
    (59
    )Other long-term liabilities
    
    
    2
    
    
    
    (407
    )Other
    
    
    (123
    )
    
    
    (253
    )Net cash provided by operating activities of continuing operations
    
    
    10,103
    
    
    
    10,638Net cash used for operating activities of discontinued operations
    
    
    
    
    
    
    (191
    )Cash flows from investing activities:Capital expenditures
    
    
    (4,963
    )
    
    
    (3,238
    )Other
    
    
    40
    
    
    
    Net cash used for investing activities of continuing operations
    
    
    (4,923
    )
    
    
    (3,238
    )Cash flows from financing activities:Repurchase of common shares
    
    
    (125
    )
    
    
    Other
    
    
    (81
    )
    
    
    (81
    )Net cash used for financing activities of continuing operations
    
    
    (206
    )
    
    
    (81
    )Increase in cash and cash equivalents
    
    
    4,974
    
    
    
    7,128Cash and cash equivalents at the beginning of the period
    
    
    19,875
    
    
    
    10,440Effect of exchange rate changes on cash and cash equivalents
    
    
    (135
    )
    
    
    26Cash and cash equivalents at the end of the period
    
    $
    24,714
    
    
    $
    17,594Supplemental disclosure of cash flow information of continuing operations:Cash paid for interest
    
    $
    (39
    )
    
    $
    (40
    )Cash paid for income taxes, net
    
    
    (628
    )
    
    
    (2,043
    )
  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
    )
    
    $
    4.90June 30, 2010
    
    
    60,000
    
    
    $
    4.33
    
    
    
    3.4
    
    
    $
    397Vested at June 30, 2010
    
    
    60,000
    
    
    $
    4.33
    
    
    
    3.4
    
    
    $
    397Exercisable at June 30,
2010
    
    
    60,000
    
    
    $
    4.33
    
    
    
    3.4
    
    
    $
    397
   5




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WeightedAverage FairNumber of
    
    
    Value at DateShares
    
    
    of GrantOutstanding at September 30, 2009
    
    
    75,500
    
    
    $
    8.29Performance shares
awarded
    
    
    36,200
    
    
    $
    15.75Outstanding at June 30, 2010
    
    
    111,700
    
    
    $
    10.70
 2. Inventories
  June 30,
    
    
    September 30,2010
    
    
    2009Raw materials and supplies
    
    $
    2,380
    
    
    $
    2,539Work-in-process
    
    
    2,341
    
    
    
    2,350Finished goods
    
    
    2,687
    
    
    
    2,679Total
inventories
    
    $
    7,408
    
    
    $
    7,568
  3. Comprehensive Income and Accumulated Other Comprehensive Loss
  Three Months Ended
    
    
    Nine Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net
income
    
    $
    984
    
    
    $
    2,419
    
    
    $
    4,001
    
    
    $
    6,443Foreign currency translation
adjustment
    
    
    (121
    )
    
    
    342
    
    
    
    (1,266
    )
    
    
    4Net pension liability
adjustment, net of tax
    
    
    167
    
    
    
    
    
    
    
    411
    
    
    
    46Total
comprehensive
income
    
    $
    1,030
    
    
    $
    2,761
    
    
    $
    3,146
    
    
    $
    6,493
 6




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##### Table of Contents



June 30,
    
    
    September 30,2010
    
    
    2009Foreign currency translation
adjustment
    
    $
    (5,912
    )
    
    $
    (4,646
    )Net pension liability adjustment,
net of tax
    
    
    (4,646
    )
    
    
    (5,057
    )Total accumulated
other comprehensive
loss
    
    $
    (10,558
    )
    
    $
    (9,703
    )
 4. Long-Term Debt
  5. Government Grants
  6. Income Taxes
  Three Months Ended
    
    
    Nine Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Current income tax provision:U.S. federal
    
    $
    404
    
    
    $
    1,192
    
    
    $
    1,812
    
    
    $
    3,009U.S. state and local
    
    
    70
    
    
    
    217
    
    
    
    283
    
    
    
    471Non-U.S
    
    
    11
    
    
    
    64
    
    
    
    59
    
    
    
    166Total current tax
provision
    
    
    485
    
    
    
    1,473
    
    
    
    2,154
    
    
    
    3,646Deferred income tax provision (benefit):U.S. federal
    
    
    38
    
    
    
    11
    
    
    
    22
    
    
    
    42U.S. state and local
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Non-U.S
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5
    )Total deferred tax
provision
    
    
    38
    
    
    
    11
    
    
    
    22
    
    
    
    37Income tax
provision
    
    $
    523
    
    
    $
    1,484
    
    
    $
    2,176
    
    
    $
    3,683
  7




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7. Retirement Benefit Plans
  Three Months Ended
    
    
    Nine Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Service cost
    
    $
    67
    
    
    $
    65
    
    
    $
    226
    
    
    $
    195Interest cost
    
    
    260
    
    
    
    265
    
    
    
    787
    
    
    
    795Expected return on plan
assets
    
    
    (351
    )
    
    
    (372
    )
    
    
    (1,058
    )
    
    
    (1,114
    )Amortization of prior service
cost
    
    
    35
    
    
    
    33
    
    
    
    106
    
    
    
    99Amortization of net
loss
    
    
    132
    
    
    
    13
    
    
    
    403
    
    
    
    38Net periodic benefit
cost
    
    $
    143
    
    
    $
    4
    
    
    $
    464
    
    
    $
    13
  8. Business Segments
  Three Months Ended
    
    
    Nine Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net sales:Aerospace Component Manufacturing Group
    
    $
    14,316
    
    
    $
    16,866
    
    
    $
    45,177
    
    
    $
    52,725Turbine Component Services and Repair Group
    
    
    2,005
    
    
    
    3,373
    
    
    
    6,552
    
    
    
    9,629Applied Surface Concepts Group
    
    
    3,160
    
    
    
    3,309
    
    
    
    8,940
    
    
    
    10,672Consolidated net sales from continuing
operations
    
    $
    19,481
    
    
    $
    23,548
    
    
    $
    60,669
    
    
    $
    73,026Operating income (loss):Aerospace Component Manufacturing Group
    
    $
    1,807
    
    
    $
    4,171
    
    
    $
    7,215
    
    
    $
    10,208Turbine Component Services and Repair Group
    
    
    (44
    )
    
    
    252
    
    
    
    13
    
    
    
    202Applied Surface Concepts Group
    
    
    97
    
    
    
    114
    
    
    
    88
    
    
    
    745Corporate unallocated expenses
    
    
    (499
    )
    
    
    (464
    )
    
    
    (1,526
    )
    
    
    (1,149
    )Consolidated operating income from continuing
operations
    
    
    1,361
    
    
    
    4,073
    
    
    
    5,790
    
    
    
    10,006Interest expense, net
    
    
    3
    
    
    
    14
    
    
    
    13
    
    
    
    38Foreign currency exchange loss (gain), net
    
    
    (32
    )
    
    
    (47
    )
    
    
    (48
    )
    
    
    32Other (income) expense, net
    
    
    (117
    )
    
    
    5
    
    
    
    (352
    )
    
    
    (2
    )Consolidated income from continuing operations
before income tax
provision
    
    $
    1,507
    
    
    $
    4,101
    
    
    $
    6,177
    
    
    $
    9,938
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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
   A. Results of Operations
 Nine Months Ended June 30, 2010 Compared with Nine Months Ended June 30, 2009
  Aerospace Component Manufacturing Group (ACM Group)
  Nine Months EndedJune 30,
    
    
    Increase2010
    
    
    2009
    
    
    (Decrease)Net SalesAirframe components for small aircraft
    
    $
    25.7
    
    
    $
    28.7
    
    
    $
    (3.0
    )Small turbine engine components
    
    
    15.1
    
    
    
    16.4
    
    
    
    (1.3
    )Airframe components for large aircraft
    
    
    3.1
    
    
    
    3.9
    
    
    
    (0.8
    )Turbine engine components for large aircraft
    
    
    0.6
    
    
    
    1.9
    
    
    
    (1.3
    )Commercial product sales and other revenue
    
    
    0.7
    
    
    
    1.8
    
    
    
    (1.1
    )Total
    
    $
    45.2
    
    
    $
    52.7
    
    
    $
    (7.5
    )
 9




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##### Table of Contents



Nine Months EndedJune 30,
    
    
    Increase2010
    
    
    2009
    
    
    (Decrease)Operating IncomeOperating income
    
    $
    7.2
    
    
    $
    10.2
    
    
    $
    (3.0
    )LIFO expense (income)
    
    
    0.3
    
    
    
    (1.2
    )
    
    
    1.5Operating income without LIFO expense (income)
    
    $
    7.5
    
    
    $
    9.0
    
    
    $
    (1.5
    )
   Nine Months EndedJune 30,
    
    
    Increase2010
    
    
    2009
    
    
    (Decrease)Manufacturing expendituresOverhead:Utilities
    
    $
    2.6
    
    
    $
    3.3
    
    
    $
    (0.7
    )Repairs, maintenance and supplies
    
    
    1.9
    
    
    
    2.5
    
    
    
    (0.6
    )Depreciation
    
    
    0.8
    
    
    
    0.6
    
    
    
    0.2Tooling
    
    
    0.9
    
    
    
    1.3
    
    
    
    (0.4
    )
  10




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Turbine Component Services and Repair Group (Repair Group)
     Applied Surface Concepts Group (ASC Group)
  Nine Months EndedJune 30,
    
    
    Increase2010
    
    
    2009
    
    
    (Decrease)Net SalesProduct
    
    $
    4.5
    
    
    $
    5.4
    
    
    $
    (0.9
    )Contract service
    
    
    4.3
    
    
    
    5.1
    
    
    
    (0.8
    )Other
    
    
    0.1
    
    
    
    0.2
    
    
    
    (0.1
    )Total
    
    $
    8.9
    
    
    $
    10.7
    
    
    $
    (1.8
    )
   11




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Corporate Unallocated Expenses
  Nine Months EndedJune 30,
    
    
    Increase2010
    
    
    2009
    
    
    (Decrease)Corporate Unallocated ExpensesCompensation and benefit expenses
    
    $
    0.7
    
    
    $
    0.5
    
    
    $
    0.2Legal and professional expenses
    
    
    0.1
    
    
    
    0.3
    
    
    
    (0.2
    )Consulting expenses
    
    
    0.2
    
    
    
    
    
    
    
    0.2Ireland facility expenses
    
    
    0.2
    
    
    
    
    
    
    
    0.2
  Other/General
  Three Months Ended June 30, 2010 Compared with Three Months Ended June 30, 2009
  Aerospace Component Manufacturing Group
  12




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Three Months EndedJune 30,
    
    
    Increase2010
    
    
    2009
    
    
    (Decrease)Net SalesAirframe components for small aircraft
    
    $
    7.3
    
    
    $
    9.3
    
    
    $
    (2.0
    )Small turbine engine components
    
    
    5.4
    
    
    
    5.1
    
    
    
    0.3Airframe components for large aircraft
    
    
    1.3
    
    
    
    1.3
    
    
    
    Turbine engine components for large aircraft
    
    
    0.2
    
    
    
    0.7
    
    
    
    (0.5
    )Commercial product sales and other revenue
    
    
    0.1
    
    
    
    0.5
    
    
    
    (0.4
    )Total
    
    $
    14.3
    
    
    $
    16.9
    
    
    $
    (2.6
    )
     Three Months EndedJune 30,
    
    
    Increase2010
    
    
    2009
    
    
    (Decrease)Operating IncomeOperating income
    
    $
    1.8
    
    
    $
    4.2
    
    
    $
    (2.4
    )LIFO expense (income)
    
    
    0.1
    
    
    
    (0.6
    )
    
    
    0.7Operating income without LIFO expense (income)
    
    $
    1.9
    
    
    $
    3.6
    
    
    $
    (1.7
    )
   13




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##### Table of Contents



Three Months EndedJune 30,
    
    
    Increase2010
    
    
    2009
    
    
    (Decrease)Manufacturing expendituresOutside Work
    
    $
    0.6
    
    
    $
    0.7
    
    
    $
    (0.1
    )Overhead:Utilities
    
    
    0.7
    
    
    
    0.8
    
    
    
    (0.1
    )Depreciation
    
    
    0.3
    
    
    
    0.2
    
    
    
    0.1Tooling
    
    
    0.3
    
    
    
    0.4
    
    
    
    (0.1
    )
  Turbine Component Services and Repair Group
    Applied Surface Concepts Group
  Three Months EndedJune 30,
    
    
    Increase2010
    
    
    2009
    
    
    (Decrease)Net SalesProduct
    
    $
    1.6
    
    
    $
    1.9
    
    
    $
    (0.3
    )Contract service
    
    
    1.6
    
    
    
    1.3
    
    
    
    0.3Other
    
    
    
    
    
    
    0.1
    
    
    
    (0.1
    )Total
    
    $
    3.2
    
    
    $
    3.3
    
    
    $
    (0.1
    )
    14




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##### Table of Contents



Corporate Unallocated Expenses
  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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##### Table of Contents



Pounds
    
    
    
    
    
    
    SwedishSterling
    
    
    Euro
    
    
    KronaCash and cash equivalents
    
    
    59
    
    
    
    455
    
    
    
    2,574Accounts receivable
    
    
    118
    
    
    
    474
    
    
    
    985Accounts payable and accrued liabilities
    
    
    93
    
    
    
    315
    
    
    
    2,819
 B. Interest Rate Risk
  C. Impact of Newly Issued Accounting Standards
  
 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 June 30, 2010.
 16




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##### Table of Contents



Part II. Other Information
 
 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 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
reference
 17




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##### Table of Contents



Exhibit No.
    
    Description4.6
    
    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 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
reference
 18




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##### Table of Contents



Exhibit No.
    
    Description4.20
    
    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 incorporated 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 reference
 19




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##### Table of Contents



Exhibit No.
    
    Description10.13
    
    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




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##### Table of Contents



SIGNATURES
  SIFCO Industries, Inc.
(Registrant)Date:  August 6, 2010
    /s/ Michael S. LipscombMichael S. LipscombPresident and Chief Executive Officer 
(Principal Executive Officer)Date:  August 6, 2010
    /s/ Frank A. CappelloFrank A. CappelloVice President-Finance and 
Chief Financial Officer 
(Principal Financial Officer) 21