##### 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 March 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)
  (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




---



TABLE OF CONTENTS  Part I. Financial InformationItem 1.Financial StatementsItem 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3.Quantitative and Qualitative Disclosures about Market RiskItem 4. Controls and ProceduresPart II.Other InformationItem 1.Legal ProceedingsItem 2.Change in Securities and Use of ProceedsItem 3.Defaults upon Senior SecuritiesItem 4.Submission of Matters to a Vote of Security HoldersItem 5.Other InformationItem 6. (a)ExhibitsSIGNATURESEX-31.1EX-31.2EX-32    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
    
    
    Six Months EndedMarch 31,
    
    
    March 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Net sales
    
    $
    25,941
    
    
    $
    26,099
    
    
    $
    49,478
    
    
    $
    49,160Operating expenses:Cost of goods sold
    
    
    19,812
    
    
    
    19,691
    
    
    
    37,967
    
    
    
    37,515Selling, general and administrative expenses
    
    
    2,715
    
    
    
    2,839
    
    
    
    5,578
    
    
    
    6,264Total operating expenses
    
    
    22,527
    
    
    
    22,530
    
    
    
    43,545
    
    
    
    43,779Operating income
    
    
    3,414
    
    
    
    3,569
    
    
    
    5,933
    
    
    
    5,381Interest income
    
    
    
    
    
    
    
    
    
    
    (5
    )
    
    
    (2
    )Interest expense
    
    
    13
    
    
    
    47
    
    
    
    29
    
    
    
    113Foreign currency exchange loss (gain), net
    
    
    7
    
    
    
    (9
    )
    
    
    79
    
    
    
    (4
    )Other (income) expense, net
    
    
    (2
    )
    
    
    2
    
    
    
    (7
    )
    
    
    Income from continuing operations before
income tax provision
    
    
    3,396
    
    
    
    3,529
    
    
    
    5,837
    
    
    
    5,274Income tax provision
    
    
    1,296
    
    
    
    1,366
    
    
    
    2,199
    
    
    
    1,996Income from continuing operations
    
    
    2,100
    
    
    
    2,163
    
    
    
    3,638
    
    
    
    3,278Income (loss) from discontinued operations, net of tax
    
    
    294
    
    
    
    (264
    )
    
    
    386
    
    
    
    (307
    )Net income
    
    $
    2,394
    
    
    $
    1,899
    
    
    $
    4,024
    
    
    $
    2,971Income per share from continuing operationsBasic
    
    $
    0.40
    
    
    $
    0.41
    
    
    $
    0.69
    
    
    $
    0.62Diluted
    
    $
    0.40
    
    
    $
    0.40
    
    
    $
    0.69
    
    
    $
    0.61Income (loss) per share from discontinued
operations, net of tax
    
    $
    0.06
    
    
    $
    (0.05
    )
    
    $
    0.07
    
    
    $
    (0.06
    )Basic
    
    $
    0.06
    
    
    $
    (0.05
    )
    
    $
    0.07
    
    
    $
    (0.06
    )DilutedNet income per share
    
    $
    0.45
    
    
    $
    0.36
    
    
    $
    0.76
    
    
    $
    0.56Basic
    
    $
    0.45
    
    
    $
    0.36
    
    
    $
    0.76
    
    
    $
    0.56DilutedWeighted-average number of common shares (basic)
    
    
    5,295
    
    
    
    5,291
    
    
    
    5,295
    
    
    
    5,288Weighted-average number of common shares (diluted)
    
    
    5,315
    
    
    
    5,346
    
    
    
    5,311
    
    
    
    5,341
  2




---



##### Table of Contents



SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Balance Sheets
(Amounts in thousands, except per share data)
 March 31, 
2009
    
    
    September 30, 
2008(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    10,903
    
    
    $
    10,440Receivables, net
    
    
    20,215
    
    
    
    19,130Inventories, net
    
    
    11,339
    
    
    
    11,730Refundable income taxes
    
    
    449
    
    
    
    1,309Deferred income taxes
    
    
    1,578
    
    
    
    1,541Prepaid expenses and other current assets
    
    
    734
    
    
    
    463Assets held for sale
    
    
    2,985
    
    
    
    3,158Total current assets
    
    
    48,203
    
    
    
    47,771Property, plant and equipment, net
    
    
    11,439
    
    
    
    10,253Other assets
    
    
    2,131
    
    
    
    2,125Total assets
    
    $
    61,773
    
    
    $
    60,149LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current maturities of long-term debt
    
    $
    97
    
    
    $
    94Accounts payable
    
    
    6,917
    
    
    
    8,310Accrued liabilities
    
    
    4,679
    
    
    
    5,052Total current liabilities
    
    
    11,693
    
    
    
    13,456Long-term debt, net of current maturities
    
    
    210
    
    
    
    269Deferred income taxes
    
    
    3,063
    
    
    
    3,295Other long-term liabilities
    
    
    2,358
    
    
    
    2,450Shareholders 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 5,295 shares at March 31, 2009 and
September 30, 2008
    
    
    5,295
    
    
    
    5,295Additional paid-in capital
    
    
    6,441
    
    
    
    6,399Retained earnings
    
    
    39,678
    
    
    
    35,658Accumulated other comprehensive loss
    
    
    (6,965
    )
    
    
    (6,673
    )Total shareholders equity
    
    
    44,449
    
    
    
    40,679Total liabilities and shareholders equity
    
    $
    61,773
    
    
    $
    60,149
  3




---



##### Table of Contents



SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Unaudited)
(Amounts in thousands)
 Six Months EndedMarch 31,2009
    
    
    2008Cash flows from operating activities:Net income
    
    $
    4,024
    
    
    $
    2,971(Income) loss from discontinued operations, net of tax
    
    
    (386
    )
    
    
    307Adjustments to reconcile net income to net cash provided by operating
activities of continuing operations:Depreciation and amortization
    
    
    784
    
    
    
    728Deferred income taxes
    
    
    22
    
    
    
    165Other
    
    
    42
    
    
    
    15Changes in operating assets and liabilities:Receivables
    
    
    (1,125
    )
    
    
    (1,903
    )Inventories
    
    
    318
    
    
    
    85Refundable income taxes
    
    
    860
    
    
    
    Accounts payable
    
    
    (1,357
    )
    
    
    1,349Accrued liabilities
    
    
    (15
    )
    
    
    (264
    )Other long-term liabilities
    
    
    (3
    )
    
    
    (1,328
    )Other
    
    
    (267
    )
    
    
    (147
    )Net cash provided by operating activities of continuing operations
    
    
    2,897
    
    
    
    1,978Net cash provided by (used for) operating activities of discontinued operations
    
    
    74
    
    
    
    (707
    )Cash flows from investing activities:Capital expenditures
    
    
    (2,130
    )
    
    
    (1,175
    )Net cash used for investing activities of continuing operations
    
    
    (2,130
    )
    
    
    (1,175
    )Cash flows from financing activities:Proceeds from revolving credit agreement
    
    
    
    
    
    
    17,354Repayments of revolving credit agreement
    
    
    
    
    
    
    (17,978
    )Other
    
    
    (55
    )
    
    
    (45
    )Net cash used for financing activities of continuing operations
    
    
    (55
    )
    
    
    (669
    )Increase (decrease) in cash and cash equivalents
    
    
    786
    
    
    
    (573
    )Cash and cash equivalents at the beginning of the period
    
    
    10,440
    
    
    
    5,510Effect of exchange rate changes on cash and cash equivalents
    
    
    (323
    )
    
    
    532Cash and cash equivalents at the end of the period
    
    $
    10,903
    
    
    $
    5,469Supplemental disclosure of cash flow information of continuing operations:Cash paid for interest
    
    $
    (27
    )
    
    $
    (61
    )Cash paid for income taxes, net
    
    
    (1,075
    )
    
    
    (1,394
    )
  4




---



##### Table of Contents



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, 2008
    
    
    93,250
    
    
    $
    4.60Options exercised
    
    
    
    
    
    
    March 31, 2009
    
    
    93,250
    
    
    $
    4.60
    
    
    
    3.7
    
    
    $
    112Vested or expected to vest at March 31, 2009
    
    
    93,250
    
    
    $
    4.60
    
    
    
    3.7
    
    
    $
    112Exercisable at March 31, 2009
    
    
    86,750
    
    
    $
    4.67
    
    
    
    3.5
    
    
    $
    98
    5




---



##### Table of Contents



WeightedAverage FairNumber of
    
    
    Value at DateShares
    
    
    of GrantOutstanding at September 30, 2008
    
    
    35,000
    
    
    $
    10.94Performance shares awarded
    
    
    40,500
    
    
    
    5.99Outstanding at March 31, 2009
    
    
    75,500
    
    
    $
    8.29
 2. Inventories
  March 31,
    
    
    September 30,2009
    
    
    2008Raw materials and supplies
    
    $
    4,126
    
    
    $
    3,792Work-in-process
    
    
    3,912
    
    
    
    5,574Finished goods
    
    
    3,301
    
    
    
    2,364Total inventories
    
    $
    11,339
    
    
    $
    11,730
  3. Comprehensive Income and Accumulated Other Comprehensive Loss
  Three Months Ended
    
    
    Six Months EndedMarch 31,
    
    
    March 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Net income
    
    $
    2,394
    
    
    $
    1,899
    
    
    $
    4,024
    
    
    $
    2,971Foreign currency translation adjustment
    
    
    (212
    )
    
    
    738
    
    
    
    (338
    )
    
    
    947Minimum pension liability adjustment,
net of tax
    
    
    
    
    
    
    
    
    
    
    46
    
    
    
    Total comprehensive income
    
    $
    2,182
    
    
    $
    2,637
    
    
    $
    3,732
    
    
    $
    3,918
 6




---



##### Table of Contents



March 31,
    
    
    September 30,2009
    
    
    2008Foreign currency translation adjustment
    
    $
    (5,196
    )
    
    $
    (4,858
    )SFAS No. 158 net pension liability adjustment, net of tax
    
    
    (1,769
    )
    
    
    (1,815
    )Total accumulated other comprehensive loss
    
    $
    (6,965
    )
    
    $
    (6,673
    )
 4. Long-Term Debt
  5. Government Grants
  6. Income Taxes
  Three Months Ended
    
    
    Six Months EndedMarch 31,
    
    
    March 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Current income tax provision:U.S. federal
    
    $
    1,037
    
    
    $
    1,124
    
    
    $
    1,817
    
    
    $
    1,578U.S. state and local
    
    
    154
    
    
    
    118
    
    
    
    254
    
    
    
    139Non-U.S
    
    
    56
    
    
    
    58
    
    
    
    102
    
    
    
    114Total current tax provision
    
    
    1,247
    
    
    
    1,300
    
    
    
    2,173
    
    
    
    1,831Deferred income tax provision (benefit):U.S. federal
    
    
    53
    
    
    
    53
    
    
    
    31
    
    
    
    143U.S. state and local
    
    
    (8
    )
    
    
    26
    
    
    
    
    
    
    
    76Non-U.S
    
    
    4
    
    
    
    (13
    )
    
    
    (5
    )
    
    
    (54
    )Total deferred tax provision
    
    
    49
    
    
    
    66
    
    
    
    26
    
    
    
    165Income tax provision
    
    $
    1,296
    
    
    $
    1,366
    
    
    $
    2,199
    
    
    $
    1,996
   7




---



##### Table of Contents



7. Retirement Benefit Plans
  Three Months Ended
    
    
    Six Months EndedMarch 31,
    
    
    March 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Service cost
    
    $
    65
    
    
    $
    61
    
    
    $
    130
    
    
    $
    122Interest cost
    
    
    265
    
    
    
    237
    
    
    
    530
    
    
    
    475Expected return on plan assets
    
    
    (372
    )
    
    
    (358
    )
    
    
    (743
    )
    
    
    (716
    )Amortization of prior service cost
    
    
    33
    
    
    
    33
    
    
    
    66
    
    
    
    66Amortization of net loss (gain)
    
    
    13
    
    
    
    (18
    )
    
    
    25
    
    
    
    (36
    )Net periodic benefit cost (income)
    
    $
    4
    
    
    $
    (45
    )
    
    $
    8
    
    
    $
    (89
    )
   8. Business Segments
  8




---



##### Table of Contents



Three Months Ended
    
    
    Six Months EndedMarch 31,
    
    
    March 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Net sales:Aerospace Component Manufacturing Group
    
    $
    19,623
    
    
    $
    18,434
    
    
    $
    35,859
    
    
    $
    34,251Turbine Component Services and Repair Group
    
    
    2,734
    
    
    
    3,784
    
    
    
    6,256
    
    
    
    7,586Applied Surface Concepts Group
    
    
    3,584
    
    
    
    3,881
    
    
    
    7,363
    
    
    
    7,323Consolidated net sales from continuing operations
    
    $
    25,941
    
    
    $
    26,099
    
    
    $
    49,478
    
    
    $
    49,160Operating income (loss):Aerospace Component Manufacturing Group
    
    $
    3,596
    
    
    $
    3,394
    
    
    $
    6,037
    
    
    $
    5,681Turbine Component Services and Repair Group
    
    
    (208
    )
    
    
    146
    
    
    
    (50
    )
    
    
    43Applied Surface Concepts Group
    
    
    328
    
    
    
    559
    
    
    
    631
    
    
    
    658Corporate unallocated expenses
    
    
    (302
    )
    
    
    (530
    )
    
    
    (685
    )
    
    
    (1,001
    )Consolidated operating income from continuing
operations
    
    
    3,414
    
    
    
    3,569
    
    
    
    5,933
    
    
    
    5,381Interest expense, net
    
    
    13
    
    
    
    47
    
    
    
    24
    
    
    
    111Foreign currency exchange loss (gain), net
    
    
    7
    
    
    
    (9
    )
    
    
    79
    
    
    
    (4
    )Other (income) expense, net
    
    
    (2
    )
    
    
    2
    
    
    
    (7
    )
    
    
    Consolidated income from continuing operations
before income tax provision
    
    $
    3,396
    
    
    $
    3,529
    
    
    $
    5,837
    
    
    $
    5,274
 9. Asset Divestiture and Discontinued Operations
   
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
   9




---



##### Table of Contents



A. Results of Operations
 Six Months Ended March 31, 2009 Compared with Six Months Ended March 31, 2008
  Aerospace Component Manufacturing Group (ACM Group)
      10




---



##### Table of Contents



Turbine Component Services and Repair Group (Repair Group)
     Applied Surface Concepts Group (ASC Group)
     Corporate Unallocated Expenses
  11




---



##### Table of Contents



Other/General
  Weighted Average
    
    Weighted AverageInterest Rate
    
    Outstanding BalanceSix Months Ended
    
    Six Months EndedMarch 31,
    
    March 31,2009
    
    2008
    
    2009
    
    2008Revolving credit agreement
    
    
    
    
    
    
    7.2
    %
    
    
    
    
    
    $2.5 million
 Three Months Ended March 31, 2009 Compared with Three Months Ended March 31, 2008
  Aerospace Component Manufacturing Group (ACM Group)
     Turbine Component Services and Repair Group (Repair Group)
  12




---



##### Table of Contents



Applied Surface Concepts Group (ASC Group)
    Corporate Unallocated Expenses
  Other/General
  Weighted Average
    
    Weighted AverageInterest Rate
    
    Outstanding BalanceThree Months Ended
    
    Three Months EndedMarch 31,
    
    March 31,2009
    
    2008
    
    2009
    
    2008Revolving credit agreement
    
    
    
    
    
    
    6.5
    %
    
    
    
    
    
    $2.4 million
 B. Liquidity and Capital Resources
  13




---



##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures about Market Risk
  A. Foreign Currency Risk
   14




---



##### Table of Contents



Pounds
    
    
    
    
    
    SwedishSterling
    
    Euro
    
    KronaCash and cash equivalents
    
    
    24
    
    
    
    392
    
    
    
    1,761Accounts receivable
    
    
    176
    
    
    
    521
    
    
    
    1,007Accounts payable and accrued liabilities
    
    
    148
    
    
    
    338
    
    
    
    2,624
 B. Interest Rate Risk
  
 Item 4. Controls and Procedures
   
    
    Missing and/or ineffective controls were noted in the area of the Companys management
information systems related principally to (i) logical access/security, (ii) program change
management and (iii) segregation of duties. While none of the individual deficiencies noted
in these areas appear to rise to the level of a material weakness, based on the nature and
interrelationship of the noted deficiencies, management believes that such deficiencies,
when considered in the aggregate, do create a reasonable possibility that a material
misstatement to the Companys financial statements could occur and not be detected in a
timely manner and, therefore, a material weakness in internal controls over financial
reporting does exist as of March 31, 2009.
  15




---



##### Table of Contents



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
  A.
    
    Elected six directors to the Companys Board of Directors, Jeffrey P. Gotschall, P.
Charles Miller, Jr., Frank N. Nichols, Alayne L. Reitman, Hudson D. Smith and J. Douglas
Whelan, each to serve on the Board of Directors until the Companys Annual Meeting in 2010.
The results of the voting for directors were as follows:
 Name
    
    Votes For
    
    Votes WithheldJeffrey P. Gotschall
    
    
    4,631,362
    
    
    
    83,985P. Charles Miller, Jr.
    
    
    4,638,193
    
    
    
    77,154Frank N. Nichols
    
    
    4,638,245
    
    
    
    77,102Alayne L. Reitman
    
    
    4,488,951
    
    
    
    226,396Hudson D. Smith
    
    
    4,672,610
    
    
    
    42,737J. Douglas Whelan
    
    
    4,493,003
    
    
    
    222,344
 B.
    
    Ratified Grant Thornton LLP as the independent auditors of the Company to audit the books
and accounts of the Company for the fiscal year ending September 30, 2009. There were
4,666,530 votes cast for the appointment, 1,049 votes cast against the appointment and
47,770 abstentions.
 
 Item 5. 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 reference
 16




---



##### Table of Contents



Exhibit No.
    
    Description4.1
    
    
    Amended and Restated Credit Agreement Between SIFCO Industries, Inc. and National City Bank dated
April 30, 2002, filed as Exhibit 4(b) of the Companys Form 10-Q dated March 31, 2002, and
incorporated herein by reference4.2
    
    
    Consolidated Amendment No. 1 to Amended and Restated Credit Agreement, Amended and Restated
Reimbursement Agreement and Promissory Note dated November 26, 2002 between SIFCO Industries, Inc. and
National City Bank, filed as Exhibit 4.5 of the Companys Form 10-K dated September 30, 2002, and
incorporated herein by reference4.3
    
    
    Consolidated Amendment No. 2 to Amended and Restated Credit Agreement, Amended and Restated
Reimbursement Agreement and Promissory Note dated February 13, 2003 between SIFCO Industries, Inc. and
National City Bank, filed as Exhibit 4.6 of the Companys Form 10-Q dated December 31, 2002, and
incorporated herein by reference4.4
    
    
    Consolidated Amendment No. 3 to Amended and Restated Credit Agreement, Amended and Restated
Reimbursement Agreement and Promissory Note dated May 13, 2003 between SIFCO Industries Inc. and
National City Bank, filed as Exhibit 4.7 of the Companys Form 10-Q dated March 31, 2003, and
incorporated herein by reference4.5
    
    
    Consolidated Amendment No. 4 to Amended and Restated Credit Agreement, Amended and Restated
Reimbursement Agreement and Promissory Note dated July 28, 2003 between SIFCO Industries, Inc. and
National City Bank, filed as Exhibit 4.8 of the Companys Form 10-Q dated June 30, 2003, and
incorporated herein by reference4.6
    
    
    Consolidated Amendment No. 5 to Amended and Restated Credit Agreement, Amended and Restated
Reimbursement Agreement and Promissory Note dated November 26, 2003 between SIFCO Industries, Inc. and
National City Bank, filed as Exhibit 4.9 to the Companys Form 10-K dated September 30, 2004 and
incorporated herein by reference4.7
    
    
    Amendment No. 6 to Amended and Restated Credit Agreement dated March 31, 2004 between SIFCO
Industries, Inc. and National City Bank, filed as Exhibit 4.10 of the Companys Form 10-Q dated March
31, 2004, and incorporated herein by reference4.8
    
    
    Consolidated Amendment No. 7 to Amended and Restated Credit Agreement, Amended and Restated
Reimbursement Agreement and Promissory Note dated May 14, 2004 between SIFCO Industries, Inc. and
National City Bank, filed as Exhibit 4.11 of the Companys Form 10-Q dated March 31, 2004, and
incorporated herein by reference4.9
    
    
    Consolidated Amendment No. 8 to Amended and Restated Credit Agreement, Amended and Restated
Reimbursement Agreement and Promissory Note effective June 30, 2004 between SIFCO Industries, Inc. and
National City Bank, filed as Exhibit 4.12 of the Companys Form 10-Q dated June 30, 2004, and
incorporated herein by reference4.10
    
    
    Consolidated Amendment No. 9 to Amended and Restated Credit Agreement, Amended and Restated
Reimbursement Agreement and Promissory Note effective November 12, 2004 between SIFCO Industries, Inc.
and National City Bank, filed as Exhibit 4.13 to the Companys Form 10-K dated September 30, 2004 and
incorporated herein by reference4.11
    
    
    Amendment No. 10 to Amended and Restated Credit Agreement effective December 31, 2004 between SIFCO
Industries, Inc. and National City Bank, filed as Exhibit 4.14 to the Companys Form 10-Q dated
December 31, 2004, and incorporated herein by reference4.12
    
    
    Amendment No. 11 to Amended and Restated Credit Agreement dated May 19, 2005 between SIFCO Industries,
Inc. and National City Bank, filed as Exhibit 4.15 to the Companys Form 10-Q/A dated March 31, 2005,
and incorporated herein by reference4.13
    
    
    Amendment No. 12 to Amended and Restated Credit Agreement dated August 10, 2005 between SIFCO
Industries, Inc. and National City Bank, filed as Exhibit 4.16 to the Companys Form 10-Q dated June
30, 2005, and incorporated herein by reference
 17




---



##### Table of Contents



Exhibit No.
    
    Description4.14
    
    
    Amendment No. 13 to Amended and Restated Credit Agreement dated November 23, 2005 between SIFCO
Industries, Inc. and National City Bank, filed as Exhibit 4.19 to the Companys Form 10-K dated
September 30, 2005, and incorporated herein by reference4.15
    
    
    Amendment No. 14 to Amended and Restated Credit Agreement dated February 10, 2006 between SIFCO
Industries, Inc. and National City Bank, filed as Exhibit 4.20 to the Companys Form 10-Q dated
December 31, 2005, and incorporated herein by reference4.16
    
    
    Amendment No. 15 to Amended and Restated Credit Agreement dated August 14, 2006 between SIFCO
Industries, Inc. and National City Bank, filed as Exhibit 4.21 to the Companys Form 10-Q dated June
30, 2006 and incorporated herein by reference4.17
    
    
    Amendment No. 16 to Amended and Restated Credit Agreement dated November 29, 2006 between SIFCO
Industries, Inc. and National City Bank, filed as Exhibit 4.22 to the Companys Form 10-K dated
September 30, 2006 and incorporated herein by reference4.18
    
    
    Amendment No. 17 to Amended and Restated Credit Agreement dated February 5, 2007 between SIFCO
Industries, Inc. and National City Bank, filed as Exhibit 4.23 to the Companys Form 10-Q dated
December 31, 2006 and incorporated herein by reference4.19
    
    
    Amendment No. 18 to Amended and Restated Credit Agreement dated May 10, 2007 between SIFCO Industries,
Inc. and National City Bank, filed as Exhibit 4.24 to the Companys Form 10-Q dated December 31, 2007
and incorporated herein by reference4.20
    
    
    Amendment No. 19 to Amended and Restated Credit Agreement dated February 8, 2008 between SIFCO
Industries, Inc. and National City Bank filed as Exhibit 4.20 to the Companys Form 10-Q dated March
31, 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 reference9.1
    
    
    Voting Trust Agreement dated January 30, 2007, filed as Exhibit 9.3 of the Companys Form 10-Q dated
December 31, 2006, and incorporated herein by reference10.2
    
    
    SIFCO Industries, Inc. 1998 Long-term Incentive Plan, filed as Exhibit 10.3 of the Companys form 10-Q
dated June 30, 2004, and incorporated herein by reference10.3
    
    
    SIFCO Industries, Inc. 1995 Stock Option Plan, filed as Exhibit 10(d) of the Companys Form 10-Q dated
March 31, 2002, and incorporated herein by reference10.4
    
    
    Change in Control Severance Agreement between the Company and Frank Cappello, dated September 28,
2000, filed as Exhibit 10(g) of the Companys Form 10-Q dated December 31, 2000, and incorporated
herein by reference10.5
    
    
    Change in Control Severance Agreement between the Company and Remigijus Belzinskas, dated September
28, 2000, filed as Exhibit 10 (i) of the Companys Form 10-Q dated December 31, 2000, and incorporated
herein by reference10.6
    
    
    Change in Control Severance Agreement between the Company and Jeffrey P. Gotschall, dated July 30,
2002, filed as Exhibit 10.10 of the Companys Form 10-K dated September 30, 2002, and incorporated
herein by reference10.7
    
    
    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
reference
 18




---



##### Table of Contents



Exhibit No.
    
    Description10.8
    
    
    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 reference10.10
    
    
    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 reference10.11
    
    
    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 reference10.12
    
    
    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 reference10.13
    
    
    SIFCO Industries, Inc. 2007 Long-Term Incentive Plan, filed as Exhibit A of the Companys Proxy and
Notice of 2008 Annual Meeting to Shareholders dated December 14, 2007, and incorporated herein by
reference14.1
    
    
    Code of Ethics, files as Exhibit 14.1 of the Companys Form 10-K dated September 30, 2003, and
incorporated herein by reference*31.1
    
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) / 15d-14(a)*31.2
    
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) / 15d-14(a)*32
    
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
 19




---



##### Table of Contents



SIGNATURES
  SIFCO Industries, Inc.
(Registrant)Date: May 12, 2009
    /s/ Jeffrey P. GotschallJeffrey P. GotschallChairman of the Board and

     Chief Executive OfficerDate: May 12, 2009
    /s/ Frank A. CappelloFrank A. CappelloVice President-Finance and

     Chief Financial Officer

     (Principal Financial Officer) 20