##### 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 December 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)
  
 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. 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-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 31,2008
    
    
    2007Net sales
    
    $
    23,537
    
    
    $
    23,061Operating expenses:Cost of goods sold
    
    
    18,155
    
    
    
    17,824Selling, general and administrative expenses
    
    
    2,863
    
    
    
    3,425Total operating expenses
    
    
    21,018
    
    
    
    21,249Operating income
    
    
    2,519
    
    
    
    1,812Interest income
    
    
    (5
    )
    
    
    (2
    )Interest expense
    
    
    16
    
    
    
    66Foreign currency exchange loss
    
    
    72
    
    
    
    5Other income, net
    
    
    (5
    )
    
    
    (2
    )Income from
continuing operations before income tax provision
    
    
    2,441
    
    
    
    1,745Income tax provision
    
    
    903
    
    
    
    630Income from continuing operations
    
    
    1,538
    
    
    
    1,115Income (loss) from discontinued operations, net of tax
    
    
    92
    
    
    
    (43
    )Net income
    
    $
    1,630
    
    
    $
    1,072Income per share from continuing operationsBasic
    
    $
    0.29
    
    
    $
    0.21Diluted
    
    $
    0.29
    
    
    $
    0.21Income (loss) per share from discontinued operations, net of taxBasic
    
    $
    0.02
    
    
    $
    (0.01
    )Diluted
    
    $
    0.02
    
    
    $
    (0.01
    )Net income per shareBasic
    
    $
    0.31
    
    
    $
    0.20Diluted
    
    $
    0.31
    
    
    $
    0.20Weighted-average number of common shares (basic)
    
    
    5,295
    
    
    
    5,285Weighted-average number of common shares (diluted)
    
    
    5,307
    
    
    
    5,336
  2




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SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Balance Sheets
(Amounts in thousands, except per share data)
 December 31,
    
    
    September 30,2008
    
    
    2008(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    7,331
    
    
    $
    10,440Receivables, net
    
    
    19,911
    
    
    
    19,130Inventories
    
    
    13,467
    
    
    
    11,730Refundable income taxes
    
    
    449
    
    
    
    1,309Deferred income taxes
    
    
    1,578
    
    
    
    1,541Prepaid expenses and other current assets
    
    
    656
    
    
    
    463Assets held for sale
    
    
    3,122
    
    
    
    3,158Total current assets
    
    
    46,514
    
    
    
    47,771Property, plant and equipment, net
    
    
    10,779
    
    
    
    10,253Other assets
    
    
    2,133
    
    
    
    2,125Total assets
    
    $
    59,426
    
    
    $
    60,149LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current maturities of long-term debt
    
    $
    96
    
    
    $
    94Accounts payable
    
    
    7,054
    
    
    
    8,310Accrued liabilities
    
    
    4,146
    
    
    
    5,052Total current liabilities
    
    
    11,296
    
    
    
    13,456Long-term debt, net of current maturities
    
    
    238
    
    
    
    269Deferred income taxes
    
    
    3,218
    
    
    
    3,295Other long-term liabilities
    
    
    2,425
    
    
    
    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 December 31, 2008 and
September 30, 2008
    
    
    5,295
    
    
    
    5,295Additional paid-in capital
    
    
    6,423
    
    
    
    6,399Retained earnings
    
    
    37,284
    
    
    
    35,658Accumulated other comprehensive loss
    
    
    (6,753
    )
    
    
    (6,673
    )Total shareholders equity
    
    
    42,249
    
    
    
    40,679Total liabilities and shareholders equity
    
    $
    59,426
    
    
    $
    60,149
  3




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SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Unaudited)
(Amounts in thousands)
 Three Months EndedDecember 31,2008
    
    
    2007Cash flows from operating activities:Net income
    
    $
    1,630
    
    
    $
    1,072Loss (income) from discontinued operations, net of tax
    
    
    (92
    )
    
    
    43Adjustments to reconcile net income to net cash provided by (used for)
operating activities of continuing operations:Depreciation and amortization
    
    
    391
    
    
    
    359Deferred income taxes
    
    
    (23
    )
    
    
    99Other
    
    
    25
    
    
    
    11Changes in operating assets and liabilities:Receivables
    
    
    (784
    )
    
    
    1,809Inventories
    
    
    (1,793
    )
    
    
    1,718Refundable income taxes
    
    
    860
    
    
    
    (5
    )Accounts payable
    
    
    (1,235
    )
    
    
    (1,677
    )Accrued liabilities
    
    
    (551
    )
    
    
    (750
    )Other long-term liabilities
    
    
    24
    
    
    
    (1,367
    )Other
    
    
    (187
    )
    
    
    (32
    )Net cash provided by (used for) operating activities of
continuing operations
    
    
    (1,735
    )
    
    
    1,280Net cash used for operating activities of discontinued operations
    
    
    (214
    )
    
    
    (426
    )Cash flows from investing activities:Capital expenditures
    
    
    (1,041
    )
    
    
    (517
    )Net cash used for investing activities of continuing operations
    
    
    (1,041
    )
    
    
    (517
    )Cash flows from financing activities:Proceeds from revolving credit agreement
    
    
    
    
    
    
    8,736Repayments of revolving credit agreement
    
    
    
    
    
    
    (9,304
    )Other
    
    
    (28
    )
    
    
    (22
    )Net cash used for financing activities of continuing operations
    
    
    (28
    )
    
    
    (590
    )Decrease in cash and cash equivalents
    
    
    (3,018
    )
    
    
    (253
    )Cash and cash equivalents at the beginning of the period
    
    
    10,440
    
    
    
    5,510Effect of exchange rate changes on cash and cash equivalents
    
    
    (91
    )
    
    
    122Cash and cash equivalents at the end of the period
    
    $
    7,331
    
    
    $
    5,379Supplemental disclosure of cash flow information of continuing operations:Cash paid for interest
    
    $
    (15
    )
    
    $
    (58
    )Cash paid for income taxes, net
    
    
    (21
    )
    
    
    (192
    )
  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, 2008
    
    
    93,250
    
    
    $
    4.60Options exercised
    
    
    
    
    
    
    December 31, 2008
    
    
    93,250
    
    
    $
    4.60
    
    
    
    4.0
    
    
    $
    126Vested or
expected to vest at December 31, 2008
    
    
    93,250
    
    
    $
    4.60
    
    
    
    4.0
    
    
    $
    126Exercisable at December 31, 2008
    
    
    86,750
    
    
    $
    4.67
    
    
    
    3.8
    
    
    $
    111
    5




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WeightedAverage FairNumber of
    
    
    Value at DateShares
    
    
    of GrantOutstanding at September 30, 2008
    
    
    35,000
    
    
    $
    10.94Performance shares awarded
    
    
    40,500
    
    
    
    5.99Outstanding at December 31, 2008
    
    
    75,500
    
    
    $
    8.28
 2. Inventories
  December 31,
    
    
    September 30,2008
    
    
    2008Raw materials and supplies
    
    $
    4,422
    
    
    $
    3,792Work-in-process
    
    
    5,703
    
    
    
    5,574Finished goods
    
    
    3,342
    
    
    
    2,364Total inventories
    
    $
    13,467
    
    
    $
    11,730
  3. Comprehensive Income and Accumulated Other Comprehensive Loss
  Three Months EndedDecember 31,2008
    
    
    2007Net income
    
    $
    1,630
    
    
    $
    1,072Foreign currency translation adjustment
    
    
    (126
    )
    
    
    209Minimum pension liability adjustment, net of tax
    
    
    46
    
    
    
    Total comprehensive income
    
    $
    1,550
    
    
    $
    1,281
  December 31,
    
    
    September 30,2008
    
    
    2008Foreign currency translation adjustment
    
    $
    (4,984
    )
    
    $
    (4,858
    )SFAS No. 158 net pension liability, net of tax
    
    
    (1,769
    )
    
    
    (1,815
    )Total accumulated other comprehensive loss
    
    $
    (6,753
    )
    
    $
    (6,673
    )
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4. Long-Term Debt
  5. Government Grants
  6. Income Taxes
  Three Months EndedDecember 31,2008
    
    
    2007Current income tax provision:U.S. federal
    
    $
    780
    
    
    $
    454U.S. state and local
    
    
    100
    
    
    
    21Non-U.S
    
    
    46
    
    
    
    56Total current tax provision
    
    
    926
    
    
    
    531Deferred income tax provision (benefit):U.S. federal
    
    
    (22
    )
    
    
    90U.S. state and local
    
    
    8
    
    
    
    50Non-U.S
    
    
    (9
    )
    
    
    (41
    )Total deferred tax provision
    
    
    (23
    )
    
    
    99Income tax provision
    
    $
    903
    
    
    $
    630
   7. Retirement Benefit Plans
  7




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Three Months EndedDecember 31,2008
    
    
    2007Service cost
    
    $
    65
    
    
    $
    61Interest cost
    
    
    265
    
    
    
    237Expected return on plan assets
    
    
    (372
    )
    
    
    (358
    )Amortization of prior service cost
    
    
    33
    
    
    
    33Amortization of net loss (gain)
    
    
    13
    
    
    
    (18
    )Net periodic benefit cost (income)
    
    $
    4
    
    
    $
    (45
    )
   8. Business Segments
  Three Months EndedDecember 31,2008
    
    
    2007Net sales:Aerospace Component Manufacturing Group
    
    $
    16,236
    
    
    $
    15,817Turbine Component Services and Repair Group
    
    
    3,522
    
    
    
    3,802Applied Surface Concepts Group
    
    
    3,779
    
    
    
    3,442Consolidated net sales
    
    $
    23,537
    
    
    $
    23,061Operating income (loss):Aerospace Component Manufacturing Group
    
    $
    2,441
    
    
    $
    2,287Turbine Component Services and Repair Group
    
    
    158
    
    
    
    (103
    )Applied Surface Concepts Group
    
    
    303
    
    
    
    99Corporate unallocated expenses
    
    
    (383
    )
    
    
    (471
    )Consolidated operating income from continuing
operations
    
    
    2,519
    
    
    
    1,812Interest expense, net
    
    
    11
    
    
    
    64Foreign currency exchange loss, net
    
    
    72
    
    
    
    5Other income, net
    
    
    (5
    )
    
    
    (2
    )Consolidated income from continuing operations
before income tax provision
    
    $
    2,441
    
    
    $
    1,745
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9. Asset Divestiture and Discontinued Operations
   
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
   A. Results of Operations
 Three Months Ended December 31, 2008 Compared with Three Months Ended December 31, 2007
  9




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




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Applied Surface Concepts Group (ASC Group)
     Corporate Unallocated Expenses
  Other/General
  Weighted Average
    
    Weighted AverageInterest Rate
    
    Outstanding BalanceThree Months Ended
    
    Three Months EndedDecember 31,
    
    December 31,2008
    
    2007
    
    2008
    
    2007Revolving credit agreement
    
    
    
    
    
    
    7.9
    %
    
    
    
    
    
    $2.6 million
 B. Liquidity and Capital Resources
   11




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Item 3. Quantitative and Qualitative Disclosures about Market Risk
  A. Foreign Currency Risk
   12




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SwedishPounds Sterling
    
    Euro
    
    kronaCash and cash equivalents
    
    
    27
    
    
    
    334
    
    
    
    1,534Accounts receivable
    
    
    152
    
    
    
    566
    
    
    
    1,045Accounts payable and accrued liabilities
    
    
    144
    
    
    
    419
    
    
    
    2,666
 B. Interest Rate Risk
  
 Item 4. Evaluation of Disclosure 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 December 31, 2008.
  13




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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
  
 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 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 reference
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Exhibit No.
    
    Description4.5
    
    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 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 reference
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Exhibit No.
    
    Description4.19
    
    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 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/A 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/A 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
reference10.8
    
    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
reference
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##### Table of Contents



Exhibit No.
    
    Description14.1
    
    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
 17




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##### Table of Contents



SIGNATURES
  SIFCO Industries, Inc.
(Registrant)Date:  February 13, 2009
    /s/ Jeffrey P. GotschallJeffrey P. GotschallChairman of the Board and
Chief Executive OfficerDate:  February 13, 2009
    /s/ Frank A. CappelloFrank A. CappelloVice President-Finance and
Chief Financial Officer
(Principal Financial Officer) 18