##### 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, 2008
 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
  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. 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-32.1EX-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
    
    
    Six Months EndedMarch 31,
    
    
    March 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Net sales
    
    $
    26,099
    
    
    $
    21,520
    
    
    $
    49,160
    
    
    $
    40,656Operating expenses:Cost of goods sold
    
    
    19,691
    
    
    
    15,728
    
    
    
    37,515
    
    
    
    30,683Selling, general and administrative expenses
    
    
    2,839
    
    
    
    2,682
    
    
    
    6,264
    
    
    
    5,282Total operating expenses
    
    
    22,530
    
    
    
    18,410
    
    
    
    43,779
    
    
    
    35,965Operating income
    
    
    3,569
    
    
    
    3,110
    
    
    
    5,381
    
    
    
    4,691Interest income
    
    
    
    
    
    
    (1
    )
    
    
    (2
    )
    
    
    (2
    )Interest expense
    
    
    47
    
    
    
    40
    
    
    
    113
    
    
    
    54Foreign currency exchange gain, net
    
    
    (9
    )
    
    
    (1
    )
    
    
    (4
    )
    
    
    (8
    )Other income, net
    
    
    2
    
    
    
    (5
    )
    
    
    
    
    
    
    (33
    )Income from continuing operations before
income tax provision
    
    
    3,529
    
    
    
    3,077
    
    
    
    5,274
    
    
    
    4,680Income tax provision
    
    
    1,366
    
    
    
    81
    
    
    
    1,996
    
    
    
    112Income from continuing operations
    
    
    2,163
    
    
    
    2,996
    
    
    
    3,278
    
    
    
    4,568Loss from discontinued operations, net of tax
    
    
    (264
    )
    
    
    (970
    )
    
    
    (307
    )
    
    
    (365
    )Net income
    
    $
    1,899
    
    
    $
    2,026
    
    
    $
    2,971
    
    
    $
    4,203Income per share from continuing operationsBasic
    
    $
    0.41
    
    
    $
    0.57
    
    
    $
    0.62
    
    
    $
    0.87Diluted
    
    $
    0.40
    
    
    $
    0.57
    
    
    $
    0.61
    
    
    $
    0.87Loss per share from discontinued operations, net of taxBasic
    
    $
    (0.05
    )
    
    $
    (0.19
    )
    
    $
    (0.06
    )
    
    $
    (0.07
    )Diluted
    
    $
    (0.05
    )
    
    $
    (0.18
    )
    
    $
    (0.06
    )
    
    $
    (0.07
    )Net income per shareBasic
    
    $
    0.36
    
    
    $
    0.39
    
    
    $
    0.56
    
    
    $
    0.80Diluted
    
    $
    0.36
    
    
    $
    0.38
    
    
    $
    0.56
    
    
    $
    0.80Weighted-average number of common shares (basic)
    
    
    5,291
    
    
    
    5,230
    
    
    
    5,288
    
    
    
    5,228Weighted-average number of common shares (diluted)
    
    
    5,346
    
    
    
    5,276
    
    
    
    5,341
    
    
    
    5,254
  2




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SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Balance Sheets
(Amounts in thousands, except per share data)
 March 31,
    
    
    September 30,2008
    
    
    2007(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    5,469
    
    
    $
    5,510Receivables, net
    
    
    21,132
    
    
    
    19,473Inventories
    
    
    16,837
    
    
    
    16,897Refundable income taxes
    
    
    14
    
    
    
    Deferred income taxes
    
    
    2,030
    
    
    
    2,423Prepaid expenses and other current assets
    
    
    438
    
    
    
    370Assets held for sale
    
    
    3,545
    
    
    
    3,189Total current assets
    
    
    49,465
    
    
    
    47,862Property, plant and equipment, net
    
    
    11,091
    
    
    
    10,570Other assets
    
    
    3,408
    
    
    
    2,457Total assets
    
    $
    63,964
    
    
    $
    60,889LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current maturities of long-term debt
    
    $
    91
    
    
    $
    87Accounts payable
    
    
    10,437
    
    
    
    9,735Accrued liabilities
    
    
    5,464
    
    
    
    5,690Total current liabilities
    
    
    15,992
    
    
    
    15,512Long-term debt, net of current maturities
    
    
    2,315
    
    
    
    2,986Deferred income taxes
    
    
    3,441
    
    
    
    3,655Other long-term liabilities
    
    
    1,505
    
    
    
    1,958Shareholders 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 5,294 and 5,281 shares at March 31, 2008 and
September 30, 2007
    
    
    5,294
    
    
    
    5,281Additional paid-in capital
    
    
    6,354
    
    
    
    6,352Retained earnings
    
    
    32,799
    
    
    
    29,828Accumulated other comprehensive loss
    
    
    (3,736
    )
    
    
    (4,683
    )Total shareholders equity
    
    
    40,711
    
    
    
    36,778Total liabilities and shareholders equity
    
    $
    63,964
    
    
    $
    60,889
  3




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SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Unaudited)
(Amounts in thousands)
 Six Months EndedMarch 31,2008
    
    
    2007Cash flows from operating activities:Net income
    
    $
    2,971
    
    
    $
    4,203Loss from discontinued operations, net of tax
    
    
    307
    
    
    
    365Adjustments to reconcile net income to net cash provided by (used for)
operating activities of continuing operations:Depreciation and amortization
    
    
    728
    
    
    
    699Deferred income taxes
    
    
    165
    
    
    
    Other
    
    
    15
    
    
    
    25Changes in operating assets and liabilities:Receivables
    
    
    (1,903
    )
    
    
    (3,034
    )Inventories
    
    
    85
    
    
    
    (4,636
    )Accounts payable
    
    
    1,349
    
    
    
    1,200Accrued liabilities
    
    
    (264
    )
    
    
    (392
    )Other long-term liabilities
    
    
    (1,328
    )
    
    
    8Other
    
    
    (147
    )
    
    
    163Net cash provided by (used for) operating activities of continuing
operations
    
    
    1,978
    
    
    
    (1,399
    )Net cash used for operating activities of discontinued operations
    
    
    (707
    )
    
    
    (933
    )Cash flows from investing activities:Capital expenditures
    
    
    (1,175
    )
    
    
    (324
    )Other
    
    
    
    
    
    
    56Net cash used for investing activities of continuing operations
    
    
    (1,175
    )
    
    
    (268
    )Net cash used for investing activities of discontinued operations
    
    
    
    
    
    
    (36
    )Cash flows from financing activities:Proceeds from revolving credit agreement
    
    
    17,354
    
    
    
    13,955Repayments of revolving credit agreement
    
    
    (17,978
    )
    
    
    (12,234
    )Other
    
    
    (45
    )
    
    
    (73
    )Net cash provided by (used for) financing activities of continuing
operations
    
    
    (669
    )
    
    
    1,648Decrease in cash and cash equivalents
    
    
    (573
    )
    
    
    (988
    )Cash and cash equivalents at the beginning of the period
    
    
    5,510
    
    
    
    4,744Effect of exchange rate changes on cash and cash equivalents
    
    
    532
    
    
    
    159Cash and cash equivalents at the end of the period
    
    $
    5,469
    
    
    $
    3,915Supplemental disclosure of cash flow information of continuing operations:Cash paid for interest
    
    $
    (61
    )
    
    $
    (42
    )Cash paid for income taxes, net
    
    
    (1,394
    )
    
    
    (71
    )
  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, 2007
    
    
    110,500
    
    
    $
    4.46Options exercised
    
    
    (16,500
    )
    
    $
    3.69March 31, 2008
    
    
    94,000
    
    
    $
    4.59
    
    
    
    4.8
    
    
    $
    546Vested or expected to vest at March 31, 2008
    
    
    94,000
    
    
    $
    4.59
    
    
    
    4.8
    
    
    $
    546Exercisable at March 31, 2008
    
    
    81,000
    
    
    $
    4.73
    
    
    
    4.3
    
    
    $
    459
    5




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WeightedAverage FairNumber of
    
    
    Value at DateShares
    
    
    of GrantOutstanding at September 30, 2007
    
    
    
    
    
    
    Performance shares awarded
    
    
    35,000
    
    
    $
    10.94Outstanding at March 31, 2008
    
    
    35,000
    
    
    $
    10.94
 2. Inventories
  March 31,
    
    
    September 30,2008
    
    
    2007Raw materials and supplies
    
    $
    6,640
    
    
    $
    7,579Work-in-process
    
    
    7,544
    
    
    
    6,433Finished goods
    
    
    2,653
    
    
    
    2,885Total inventories
    
    $
    16,837
    
    
    $
    16,897
  3. Comprehensive Income and Accumulated Other Comprehensive Loss
  Three Months Ended
    
    
    Six Months EndedMarch 31,
    
    
    March 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Net income
    
    $
    1,899
    
    
    $
    2,026
    
    
    $
    2,971
    
    
    $
    4,203Foreign currency translation adjustment
    
    
    738
    
    
    
    685
    
    
    
    947
    
    
    
    1,733Total comprehensive income
    
    $
    2,637
    
    
    $
    2,711
    
    
    $
    3,918
    
    
    $
    5,936
 6




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March 31,
    
    
    September 30,2008
    
    
    2007Foreign currency translation adjustment
    
    $
    (3,411
    )
    
    $
    (4,358
    )SFAS No. 158 net pension liability adjustment, net of tax
    
    
    (325
    )
    
    
    (325
    )Total accumulated other comprehensive loss
    
    $
    (3,736
    )
    
    $
    (4,683
    )
 4. Long-Term Debt
  5. Government Grants
    6. Income Taxes
  Three Months Ended
    
    
    Six Months EndedMarch 31,
    
    
    March 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Current income tax provision:U.S. federal
    
    $
    1,124
    
    
    $
    58
    
    
    $
    1,578
    
    
    $
    89U.S. state and local
    
    
    118
    
    
    
    
    
    
    
    139
    
    
    
    Non-U.S
    
    
    58
    
    
    
    23
    
    
    
    114
    
    
    
    23Total current tax provision
    
    
    1,300
    
    
    
    81
    
    
    
    1,831
    
    
    
    112Deferred income tax provision (benefit):U.S. federal
    
    
    53
    
    
    
    
    
    
    
    143
    
    
    
    U.S. state and local
    
    
    26
    
    
    
    
    
    
    
    76
    
    
    
    Non-U.S
    
    
    (13
    )
    
    
    
    
    
    
    (54
    )
    
    
    Total deferred tax provision
    
    
    66
    
    
    
    
    
    
    
    165
    
    
    
    Income tax provision
    
    $
    1,366
    
    
    $
    81
    
    
    $
    1,996
    
    
    $
    112
 7




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7. Retirement Benefit Plans
  Three Months Ended
    
    
    Six Months EndedMarch 31,
    
    
    March 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Service cost
    
    $
    61
    
    
    $
    69
    
    
    $
    122
    
    
    $
    139Interest cost
    
    
    237
    
    
    
    252
    
    
    
    475
    
    
    
    504Expected return on plan assets
    
    
    (358
    )
    
    
    (301
    )
    
    
    (716
    )
    
    
    (603
    )Amortization of prior service cost
    
    
    33
    
    
    
    33
    
    
    
    66
    
    
    
    66Amortization of net loss (gain)
    
    
    (18
    )
    
    
    33
    
    
    
    (36
    )
    
    
    62Net periodic benefit cost (income)
    
    $
    (45
    )
    
    $
    86
    
    
    $
    (89
    )
    
    $
    168
  8. Business Segments
  8




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Three Months Ended
    
    
    Six Months EndedMarch 31,
    
    
    March 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Net sales:Aerospace Component Manufacturing Group
    
    $
    18,434
    
    
    $
    14,563
    
    
    $
    34,251
    
    
    $
    27,555Turbine Component Services and Repair Group
    
    
    3,784
    
    
    
    3,084
    
    
    
    7,586
    
    
    
    5,814Applied Surface Concepts Group
    
    
    3,881
    
    
    
    3,873
    
    
    
    7,323
    
    
    
    7,287Consolidated net sales from continuing
operations
    
    $
    26,099
    
    
    $
    21,520
    
    
    $
    49,160
    
    
    $
    40,656Operating income (loss):Aerospace Component Manufacturing Group
    
    $
    3,394
    
    
    $
    2,905
    
    
    $
    5,681
    
    
    $
    4,554Turbine Component Services and Repair Group
    
    
    146
    
    
    
    141
    
    
    
    43
    
    
    
    (22
    )Applied Surface Concepts Group
    
    
    559
    
    
    
    404
    
    
    
    658
    
    
    
    787Corporate unallocated expenses
    
    
    (530
    )
    
    
    (340
    )
    
    
    (1,001
    )
    
    
    (628
    )Consolidated operating income from continuing
operations
    
    
    3,569
    
    
    
    3,110
    
    
    
    5,381
    
    
    
    4,691Interest expense, net
    
    
    47
    
    
    
    39
    
    
    
    111
    
    
    
    52Foreign currency exchange gain, net
    
    
    (9
    )
    
    
    (1
    )
    
    
    (4
    )
    
    
    (8
    )Other income, net
    
    
    2
    
    
    
    (5
    )
    
    
    
    
    
    
    (33
    )Consolidated income from continuing operations
before income tax provision
    
    $
    3,529
    
    
    $
    3,077
    
    
    $
    5,274
    
    
    $
    4,680
 9. Asset Divestiture and Discontinued Operations
   Three Months Ended
    
    Six Months EndedMarch 31,
    
    March 31,2008
    
    2007
    
    2008
    
    2007Net sales
    
    $
    
    
    
    $
    2,070
    
    
    $
    
    
    
    $
    4,387Loss before income tax provision
    
    
    (264
    )
    
    
    (970
    )
    
    
    (307
    )
    
    
    (365
    )Loss from discontinued operations, net of tax
    
    
    (264
    )
    
    
    (970
    )
    
    
    (307
    )
    
    
    (365
    )
 9




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
   A. Results of Operations
 Six Months Ended March 31, 2008 Compared with Six Months Ended March 31, 2007
  Aerospace Component Manufacturing Group (ACM Group)
  10




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Turbine Component Services and Repair Group (Repair Group)
    11




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Applied Surface Concepts Group (ASC Group)
     Corporate Unallocated Expenses
  Other/General
  Weighted Average
    
    Weighted AverageInterest Rate
    
    Outstanding BalanceSix Months Ended
    
    Six Months EndedMarch 31,
    
    March 31,2008
    
    2007
    
    2008
    
    2007Revolving credit agreement
    
    
    7.2
    %
    
    
    8.8
    %
    
    $2.5 million
    
    $0.8 million
 Three Months Ended March 31, 2008 Compared with Three Months Ended March 31, 2007
  12




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Aerospace Component Manufacturing Group (ACM Group)
     Turbine Component Services and Repair Group (Repair Group)
    13




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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 31,2008
    
    2007
    
    2008
    
    2007Revolving credit agreement
    
    
    6.5
    %
    
    
    8.8
    %
    
    $2.4 million
    
    $0.4 million
 B. Liquidity and Capital Resources
   14




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C. Impact of Recently Issued Accounting Pronouncements
    15




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Item 3. Quantitative and Qualitative Disclosures about Market Risk
   A. Foreign Currency Risk
    Pounds
    
    
    
    SwedishSterling
    
    Euro
    
    KronaCash and cash equivalents
    
    
    58
    
    
    235
    
    
    919Accounts receivable
    
    
    160
    
    
    515
    
    
    823Accounts payable and accrued liabilities
    
    
    182
    
    
    385
    
    
    1,995
 B. Interest Rate Risk
  
 Item 4. Controls and Procedures
  16




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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 2009.The results of the voting for directors were as follows:
 Name
    
    Votes For
    
    Votes WithheldJeffrey P. Gotschall
    
    
    4,651,713
    
    
    
    107,684P. Charles Miller, Jr.
    
    
    4,676,063
    
    
    
    83,334Frank N. Nichols
    
    
    4,677,063
    
    
    
    82,334Alayne L. Reitman
    
    
    4,655,533
    
    
    
    103,684Hudson D. Smith
    
    
    4,650,813
    
    
    
    108,584J. Douglas Whelan
    
    
    4,581,210
    
    
    
    178,187
 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, 2008. There were
4,708,916 votes cast for the appointment, 3,742 votes cast against the appointment and
46,739 abstentions.C.
    
    Adopted the SIFCO Industries, Inc. 2007 Long-Term Incentive Plan. There were 3,020,486
votes cast for the adoption, 128,029 votes cast against the adoption and 21,346 abstentions.
 
 Item 5. Other Information
  17




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##### Table of Contents



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 March 31, 2007 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 reference
 19




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##### Table of Contents



ExhibitNo.
    
    Description10.10
    
    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 reference10.11
    
    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 reference10.12
    
    Separation Agreement and Release Without Prejudice between the Company and
Timothy V. Crean, dated November 28, 2006 filed as Exhibit 99.1 of the
Companys Form 8-K dated November 30, 2006, and incorporated herein by
reference10.13
    
    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
reference10.14
    
    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
reference10.15
    
    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 reference10.16
    
    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)*32.1
    
    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:  May 12, 2008
    /s/ Jeffrey P. GotschallJeffrey P. GotschallChairman of the Board and
Chief Executive Officer Date:  May 12, 2008
    /s/ Frank A. CappelloFrank A. CappelloVice President-Finance and
Chief Financial Officer
(Principal Financial Officer) 21