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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 December 31, 2009
 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)
 
 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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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. Evaluation of Disclosure 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-4.22EX-9.2EX-31.1EX-31.2EX-32    Table of Contents  
 Part I. Financial Information
 
 Item 1.
    
    Financial Statements
 SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Statements of Operations
(Unaudited)
(Amounts in thousands, except per share data)
 Three Months EndedDecember 31,2009
    
    
    2008Net sales
    
    $
    21,302
    
    
    $
    23,537Operating expenses:Cost of goods sold
    
    
    15,281
    
    
    
    18,155Selling, general and administrative expenses
    
    
    2,937
    
    
    
    2,863Total operating expenses
    
    
    18,218
    
    
    
    21,018Operating income
    
    
    3,084
    
    
    
    2,519Interest income
    
    
    (7
    )
    
    
    (5
    )Interest expense
    
    
    17
    
    
    
    16Foreign currency exchange (gain) loss
    
    
    (2
    )
    
    
    72Other income, net
    
    
    (116
    )
    
    
    (5
    )Income from continuing operations before income
tax provision
    
    
    3,192
    
    
    
    2,441Income tax provision
    
    
    1,179
    
    
    
    903Income from continuing operations
    
    
    2,013
    
    
    
    1,538Income from discontinued operations, net of tax
    
    
    
    
    
    
    92Net income
    
    $
    2,013
    
    
    $
    1,630Income per share from continuing operationsBasic
    
    $
    0.38
    
    
    $
    0.29Diluted
    
    $
    0.38
    
    
    $
    0.29Income per share from discontinued operations, net of taxBasic
    
    $
    
    
    
    $
    0.02Diluted
    
    $
    
    
    
    $
    0.02Net income per shareBasic
    
    $
    0.38
    
    
    $
    0.31Diluted
    
    $
    0.38
    
    
    $
    0.31Weighted-average number of common shares (basic)
    
    
    5,299
    
    
    
    5,295Weighted-average number of common shares (diluted)
    
    
    5,346
    
    
    
    5,307
  2




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SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Balance Sheets
(Amounts in thousands, except per share data)
 December 31,
    
    
    September  30,2009
    
    
    2009(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    19,775
    
    
    $
    19,875Receivables, net
    
    
    16,787
    
    
    
    17,010Inventories
    
    
    7,080
    
    
    
    7,568Refundable income taxes
    
    
    37
    
    
    
    889Deferred income taxes
    
    
    1,651
    
    
    
    1,651Prepaid expenses and other current assets
    
    
    759
    
    
    
    601Total current assets
    
    
    46,089
    
    
    
    47,594Property, plant and equipment, net
    
    
    17,343
    
    
    
    16,940Other assets
    
    
    1,252
    
    
    
    1,236Total assets
    
    $
    64,684
    
    
    $
    65,770LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current maturities of long-term debt
    
    $
    103
    
    
    $
    101Accounts payable
    
    
    6,462
    
    
    
    7,629Accrued liabilities
    
    
    3,638
    
    
    
    4,324Total current liabilities
    
    
    10,203
    
    
    
    12,054Long-term debt, net of current maturities
    
    
    125
    
    
    
    154Deferred income taxes
    
    
    2,093
    
    
    
    2,110Other long-term liabilities
    
    
    5,943
    
    
    
    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 5,300 shares at December 31, 2009 and 5,298 shares
at September 30, 2009
    
    
    5,300
    
    
    
    5,298Additional paid-in capital
    
    
    6,554
    
    
    
    6,490Retained earnings
    
    
    45,173
    
    
    
    43,160Accumulated other comprehensive loss
    
    
    (10,707
    )
    
    
    (9,703
    )Total shareholders equity
    
    
    46,320
    
    
    
    45,245Total liabilities and shareholders equity
    
    $
    64,684
    
    
    $
    65,770
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SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Unaudited)
(Amounts in thousands)
 Three Months EndedDecember 31,2009
    
    
    2008Cash flows from operating activities:Net income
    
    $
    2,013
    
    
    $
    1,630Loss from discontinued operations, net of tax
    
    
    
    
    
    
    (92
    )Adjustments to reconcile net income to net cash provided by (used for)
operating activities of continuing operations:Depreciation and amortization
    
    
    435
    
    
    
    391LIFO provision (income)
    
    
    90
    
    
    
    (135
    )Other
    
    
    70
    
    
    
    2Changes in operating assets and liabilities:Receivables
    
    
    204
    
    
    
    (784
    )Inventories
    
    
    392
    
    
    
    (1,658
    )Refundable income taxes
    
    
    853
    
    
    
    860Accounts payable
    
    
    (1,165
    )
    
    
    (1,235
    )Accrued liabilities
    
    
    (784
    )
    
    
    (551
    )Other
    
    
    (278
    )
    
    
    (163
    )Net cash provided by (used for) operating activities of continuing operations
    
    
    1,830
    
    
    
    (1,735
    )Net cash used for operating activities of discontinued operations
    
    
    
    
    
    
    (214
    )Cash flows from investing activities:Capital expenditures
    
    
    (1,894
    )
    
    
    (1,041
    )Net cash used for investing activities of continuing operations
    
    
    (1,894
    )
    
    
    (1,041
    )Cash flows from financing activities:Other
    
    
    (26
    )
    
    
    (28
    )Net cash used for financing activities of continuing operations
    
    
    (26
    )
    
    
    (28
    )Decrease in cash and cash equivalents
    
    
    (90
    )
    
    
    (3,018
    )Cash and cash equivalents at the beginning of the period
    
    
    19,875
    
    
    
    10,440Effect of exchange rate changes on cash and cash equivalents
    
    
    (10
    )
    
    
    (91
    )Cash and cash equivalents at the end of the period
    
    $
    19,775
    
    
    $
    7,331Supplemental disclosure of cash flow information of continuing operations:Cash paid for interest
    
    $
    (18
    )
    
    $
    (15
    )Cash paid for income taxes, net
    
    
    (49
    )
    
    
    (21
    )
  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-
    
    
    Average RemainingNumber of
    
    
    Average Exercise
    
    
    Contractual
    
    
    AggregateShare Options
    
    
    Price
    
    

Term (Years)
    
    

Intrinsic ValueSeptember 30,
2009
    
    
    92,000
    
    
    $
    4.53Options
exercised
    
    
    (2,000
    )
    
    
    3.74December 31,
2009
    
    
    90,000
    
    
    $
    4.54
    
    
    
    3.0
    
    
    $
    887Vested or expected to vest at
December 31, 2009
    
    
    90,000
    
    
    $
    4.54
    
    
    
    3.0
    
    
    $
    887Exercisable at December 31,
2009
    
    
    90,000
    
    
    $
    4.54
    
    
    
    3.0
    
    
    $
    887
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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 December 31, 2009
    
    
    111,700
    
    
    
    10.70
 2. Inventories
  December 31,
    
    
    September 30,2009
    
    
    2009Raw materials and supplies
    
    $
    1,812
    
    
    $
    2,539Work-in-process
    
    
    2,324
    
    
    
    2,350Finished goods
    
    
    2,944
    
    
    
    2,679Total inventories
    
    $
    7,080
    
    
    $
    7,568
  3. Comprehensive Income and Accumulated Other Comprehensive Loss
  Three Months EndedDecember 31,2009
    
    
    2008Net income
    
    $
    2,013
    
    
    $
    1,630Foreign currency translation adjustment
    
    
    (1,069
    )
    
    
    (126
    )Net pension liability adjustment, net of
tax
    
    
    65
    
    
    
    46Total comprehensive
income
    
    $
    1,009
    
    
    $
    1,550
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##### Table of Contents



December 31,
    
    
    September 30,2009
    
    
    2009Foreign currency translation
adjustment
    
    $
    (5,715
    )
    
    $
    (4,646
    )Net pension liability
adjustment, net of tax
    
    
    (4,992
    )
    
    
    (5,057
    )Total accumulated other
comprehensive
loss
    
    $
    (10,707
    )
    
    $
    (9,703
    )
 4. Long-Term Debt
  5. Government Grants
  6. Income Taxes
  Three Months EndedDecember 31,2009
    
    
    2008Current income tax provision:U.S. federal
    
    $
    958
    
    
    $
    780U.S. state and local
    
    
    154
    
    
    
    100Non-U.S
    
    
    70
    
    
    
    46Total current tax provision
    
    
    1,182
    
    
    
    926Deferred income tax provision (benefit):U.S. federal
    
    
    (3
    )
    
    
    (22
    )U.S. state and local
    
    
    
    
    
    
    8Non-U.S
    
    
    
    
    
    
    (9
    )Total deferred tax provision
    
    
    (3
    )
    
    
    (23
    )Income tax provision
    
    $
    1,179
    
    
    $
    903
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7. Retirement Benefit Plans
  Three Months EndedDecember 31,2009
    
    
    2008Service cost
    
    $
    84
    
    
    $
    65Interest cost
    
    
    260
    
    
    
    265Expected return on plan assets
    
    
    (355
    )
    
    
    (372
    )Amortization of prior service cost
    
    
    35
    
    
    
    33Amortization of net loss (gain)
    
    
    127
    
    
    
    13Net periodic benefit cost
(income)
    
    $
    151
    
    
    $
    4
  8. Business Segments
  Three Months EndedDecember 31,2009
    
    
    2008Net sales:Aerospace Component Manufacturing Group
    
    $
    16,212
    
    
    $
    16,236Turbine Component Services and Repair Group
    
    
    2,173
    
    
    
    3,522Applied Surface Concepts Group
    
    
    2,917
    
    
    
    3,779Consolidated net sales
    
    $
    21,302
    
    
    $
    23,537Operating income:Aerospace Component Manufacturing Group
    
    $
    3,528
    
    
    $
    2,441Turbine Component Services and Repair Group
    
    
    44
    
    
    
    158Applied Surface Concepts Group
    
    
    36
    
    
    
    303Corporate unallocated expenses
    
    
    (524
    )
    
    
    (383
    )Consolidated operating income from continuing
operations
    
    
    3,084
    
    
    
    2,519Interest expense, net
    
    
    10
    
    
    
    11Foreign currency exchange (gain) loss, net
    
    
    (2
    )
    
    
    72Other income, net
    
    
    (116
    )
    
    
    (5
    )Consolidated income from continuing operations
before income tax provision
    
    $
    3,192
    
    
    $
    2,441
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9. Subsequent Events
  
 Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
   A. Results of Operations
 Three Months Ended December 31, 2009 Compared with Three Months Ended December 31, 2008
  Aerospace Component Manufacturing Group (ACM Group)
  9




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Turbine Component Services and Repair Group (Repair Group)
     Applied Surface Concepts Group (ASC Group)
  10




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Corporate Unallocated Expenses
  Other/General
  B. Liquidity and Capital Resources
      11




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Item 3. Quantitative and Qualitative Disclosures about Market Risk
  A. Foreign Currency Risk
    Pounds
    
    
    
    
    
    
    SwedishSterling
    
    
    Euro
    
    
    kronaCash and
cash equivalents
    
    
    37
    
    
    
    597
    
    
    
    1,570Accounts receivable
    
    
    129
    
    
    
    365
    
    
    
    1,234Accounts
payable and accrued liabilities
    
    
    96
    
    
    
    490
    
    
    
    2,477
 B. Interest Rate Risk
  C. Impact of Newly Issued Accounting Standards
  
 Item 4. Evaluation of Disclosure Controls and Procedures
  12




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
    
    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 December 31, 2009.
    
 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
  13




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Item 6. (a) Exhibits
  ExhibitNo.
    
    Description3.1
    
    Third Amended Articles of Incorporation of SIFCO Industries, Inc., filed as
Exhibit 3(a) of the Companys Form 10-Q dated March 31, 2002, and incorporated
herein by reference3.2
    
    SIFCO Industries, Inc. Amended and Restated Code of Regulations dated January
29, 2002, filed as Exhibit 3(b) of the Companys Form 10-Q dated March 31,
2002, and incorporated herein by 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
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 reference
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##### Table of Contents



ExhibitNo.
    
    Description4.11
    
    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
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
4.21 to 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)9.1
    
    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, 201010.2
    
    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/A
dated December 31, 2000, and incorporated herein by reference
 15




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ExhibitNo.
    
    Description10.5
    
    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/A 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 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 reference14.1
    
    Code of Ethics, filed 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
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant
to 18 U.S.C. Section 1350
 16




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##### Table of Contents



SIGNATURES
  SIFCO Industries, Inc.
(Registrant)Date:  February 11, 2010
    /s/ Michael S. LipscombMichael S. LipscombPresident and Chief Executive Officer
(Principal Executive Officer)Date:  February 11, 2010
    /s/ Frank A. CappelloFrank A. CappelloVice President-Finance and

Chief Financial Officer
(Principal Financial Officer) 17