SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended ~~September~~March 3031, ~~2010~~2011

Commission File Number 1-34495

Ladish Co., Inc.

(Exact name of registrant as specified in its charter)

Wisconsin		31-1145953
(State or other Jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
5481 South Packard Avenue, Cudahy, Wisconsin		53110
(Address of principal executive offices)		(Zip Code)

(414) 747-2611

5481 South Packard Avenue, Cudahy, Wisconsin		53110
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the ~~registrant~~ Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated ~~filer,~~ ~~or a smaller reporting company~~filer. See ~~the~~definition ~~definitions~~ of ~~“large~~ accelerated ~~filer,”~~ ~~“accelerated~~ filer” and ~~“smaller~~large ~~reporting~~accelerated ~~company”~~ filer in Rule 12b-2 of the Exchange Act. ~~(Check one):~~

Large accelerated filer o Accelerated filer þ Non-accelerated filer o ~~(Do not check if a smaller reporting company) Smaller reporting company o~~

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at ~~September~~March 3031, ~~2010~~2011
Common Stock, $0.01 Par Value		15,~~704~~707,552

TABLE OF CONTENTS


PART I — FINANCIAL INFORMATION
		Condensed Consolidated Statements of Operations
		Condensed Consolidated Balance Sheets
		Condensed Consolidated Statements of Cash Flows
		Notes to Condensed Consolidated Financial Statements
	MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND CHANGES IN FINANCIAL POSITION
	Item 3. Quantitative and Qualitative Disclosures about Market Risk
	Item 4. Controls and Procedures
PART II — OTHER INFORMATION
	Item 5. Other Information
	Item 6. Exhibits
SIGNATURES
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1

PART I — FINANCIAL INFORMATION

Ladish Co., Inc.
Condensed Consolidated Statements of Operations

(Dollars in Thousands, Except Per Share Data)


	For the Three Months
	Ended March 31,
	(unaudited)
	2011			2010

Net sales	$	114,120		$	98,948

Cost of sales		95,312			85,285


Gross profit		18,808			13,663

Selling, general and administrative expenses		4,605			4,200


Income from operations		14,203			9,463

Other (income) expense:
Interest expense		1,343			1,475
Other, net		(26	)		(250	)


Income before income tax provision		12,886			8,238

Income tax provision		3,425			2,886


Net income		9,461			5,352

Noncontrolling interest in net earnings of subsidiary		19			4


Net income attributable to Ladish Co., Inc.	$	9,442		$	5,348


Basic earnings per share	$	0.60		$	0.34

Diluted earnings per share	$	0.60		$	0.34

Basic weighted average shares outstanding		15,707,552			15,858,560

Diluted weighted average shares outstanding		15,707,552			15,859,650

See accompanying notes to condensed consolidated financial statements.

Page 2 of 14

Ladish Co., Inc. Condensed Consolidated Balance Sheets (Dollars in Thousands, Except per Share Data)

Condensed Consolidated Statements of Operations


	March 31,			December 31,
	2011			2010
	(unaudited)
Assets:
Current assets:
Cash and cash equivalents	$	25,240		$	23,335
Accounts receivable, less allowance for doubtful accounts of $200 at each date		91,607			82,364
Inventories, net		109,063			100,693
Deferred income taxes		4,956			4,843
Prepaid expenses and other current assets		2,567			2,105

Total current assets		233,433			213,340
Property, plant and equipment:
Land and improvements		6,941			6,906
Buildings and improvements		62,819			62,153
Machinery and equipment		302,763			297,969
Construction in progress		7,767			8,920

		380,290			375,948
Less — accumulated depreciation		(185,026	)		(180,295	)

Net property, plant and equipment		195,264			195,653
Deferred income taxes		15,298			16,175
Goodwill		37,571			37,571
Other intangible assets, net		18,965			19,065
Other assets		4,155			3,764

Total assets	$	504,686		$	485,568

Liabilities:
Current liabilities:
Accounts payable	$	34,460		$	27,317
Senior notes		15,714			15,714
Accrued liabilities:
Pensions		246			202
Postretirement benefits		3,474			3,818
Officers’ deferred compensation		328			328
Wages and salaries		5,685			4,342
Taxes, other than income taxes		1,064			313
Interest		1,079			1,323
Profit sharing		938			3,567
Paid progress billings		630			1,306
Other		6,515			5,425

Total current liabilities		70,133			63,655
Noncurrent liabilities:
Senior notes		68,571			68,571
Pensions		57,855			57,231
Postretirement benefits		30,244			29,899
Officers’ deferred compensation		10,225			10,082
Other noncurrent liabilities		4,074			3,653

Total liabilities		241,102			233,091
Commitments and contingencies		—			—
Equity:
Stockholders’ equity:
Common stock — authorized 100,000,000, issued 15,907,552 shares at each date		159			159
Additional paid-in capital		153,361			153,361
Retained earnings		180,196			170,753
Treasury stock, 200,000 shares of common stock at each date at cost		(3,250	)		(3,250	)
Accumulated other comprehensive loss		(67,457	)		(69,102	)

Total stockholders’ equity		263,009			251,921
Noncontrolling interest in equity of subsidiary		575			556

Total equity		263,584			252,477

Total liabilities and equity	$	504,686		$	485,568

(Dollars in Thousands, Except Per Share Data)

	For the Three Months						For the Nine Months
	Ended September 30,						Ended September 30,
	(unaudited)						(unaudited)
	2010			2009			2010			2009
Net sales	$	100,280		$	76,191		$	298,635		$	266,616
Cost of sales		84,018			71,469			252,012			248,233
Gross profit		16,262			4,722			46,623			18,383
Selling, general and administrative expenses		4,529			5,692			12,761			14,007
Income (loss) from operations		11,733			(970	)		33,862			4,376
Other income (expense):
Interest expense		(1,363	)		(1,428	)		(4,257	)		(3,594	)
Other, net		(300	)		(632	)		354			(965	)
Income (loss) before income tax provision (benefit)		10,070			(3,030	)		29,959			(183	)
Income tax provision (benefit)		3,855			(780	)		10,833			228
Net income (loss)		6,215			(2,250	)		19,126			(411	)
Noncontrolling interest in net earnings (loss) of subsidiary		(3	)		(41	)		22			(52	)
Net income (loss) attributable to the controlling interest	$	6,218		$	(2,209	)	$	19,104		$	(359	)
Basic earnings (loss) per share	$	0.40		$	(0.14	)	$	1.21		$	(0.02	)
Diluted earnings (loss) per share	$	0.40		$	(0.14	)	$	1.21		$	(0.02	)
Basic weighted average shares outstanding		15,703,799			15,901,877			15,754,554			15,901,439
Diluted weighted average shares outstanding		15,704,935			15,901,877			15,755,826			15,901,439

See accompanying notes to condensed consolidated financial statements.

Page 3 of 14

Ladish Co., Inc. Condensed Consolidated Statements of Cash Flows (Dollars in Thousands)

Condensed Consolidated Balance Sheets


	For the Three Months
	Ended March 31,
	(unaudited)
	2011			2010

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income	$	9,461		$	5,352
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation		4,392			3,838
Amortization of intangibles		100			100
Non-cash deferred compensation		152			93
Deferred income taxes		788			1,560
Gain on disposal of property, plant and equipment		(6	)		(22	)

Changes in assets and liabilities:
Accounts receivable		(8,904	)		(13,811	)
Inventories		(8,162	)		6,043
Other assets		(847	)		1,888
Accounts payable and accrued liabilities		5,757			4,676
Other liabilities		3,524			1,144

Net cash provided by operating activities		6,255			10,861


CASH FLOWS FROM INVESTING ACTIVITIES:

Additions to property, plant and equipment		(2,852	)		(1,929	)
Proceeds from sale of property, plant and equipment		10			48

Net cash used in investing activities		(2,842	)		(1,881	)


CASH FLOWS FROM FINANCING ACTIVITIES:

Increase (decrease) in outstanding checks		(1,621	)		854
Purchase of treasury stock		—			(3,250	)

Net cash used in financing activities		(1,621	)		(2,396	)


Effect of exchange rate changes on cash and cash equivalents		113			7

INCREASE IN CASH AND CASH EQUIVALENTS		1,905			6,591

CASH AND CASH EQUIVALENTS, beginning of period		23,335			19,917

CASH AND CASH EQUIVALENTS, end of period	$	25,240		$	26,508

(Dollars in Thousands, Except Share Data)

	September 30,			December 31,
	2010			2009
	(unaudited)
Assets:
Current assets:
Cash and cash equivalents	$	26,774		$	19,917
Accounts receivable, less allowance of $75 at each date		77,322			59,382
Inventories		100,852			92,697
Deferred income taxes		5,134			5,144
Prepaid expenses and other current assets		2,828			6,118
Total current assets		212,910			183,258
Property, plant and equipment:
Land and improvements		6,920			6,905
Buildings and improvements		61,447			60,416
Machinery and equipment		252,689			240,352
Construction in progress		53,245			58,451
		374,301			366,124
Less – accumulated depreciation		(178,876	)		(167,688	)
Net property, plant and equipment		195,425			198,436
Deferred income taxes		22,128			26,522
Goodwill		37,571			37,571
Other intangible assets, net		19,165			19,465
Other assets		3,227			4,262
Total assets	$	490,426		$	469,514
Liabilities:
Current liabilities:
Accounts payable	$	33,130		$	23,613
Senior notes		15,714			5,714
Accrued liabilities:
Pensions		249			259
Postretirement benefits		3,464			3,464
Officers’ deferred compensation		155			155
Wages and salaries		5,328			3,314
Taxes, other than income taxes		303			289
Interest		1,047			1,355
Profit sharing		2,456			611
Paid progress billings		846			2,428
Income taxes		1,279			—
Other		7,768			4,541
Total current liabilities		71,739			45,743
Noncurrent liabilities:
Senior notes		68,571			84,286
Pensions		66,382			69,653
Postretirement benefits		29,411			30,215
Officers’ deferred compensation		9,606			9,276
Other noncurrent liabilities		3,086			4,220
Total liabilities		248,795			243,393
Equity:
Stockholders’ equity:
Common stock – authorized 100,000,000, issued 15,907,552 shares at each date of $.01 par value		159			159
Additional paid-in capital		153,308			153,292
Retained earnings		164,482			145,378
Treasury stock, 203,000 and 4,548 shares of common stock at each date at cost		(3,272	)		(33	)
Accumulated other comprehensive loss		(73,595	)		(73,214	)
Total stockholders’ equity		241,082			225,582
Noncontrolling interest in equity of subsidiary		549			539
Total equity		241,631			226,121
Total liabilities and equity	$	490,426		$	469,514

See accompanying notes to condensed consolidated financial statements.

Page 4 of 14

Ladish Co., Inc. Notes to Condensed Consolidated Financial Statements (Dollars in Thousands, Except Share Data)

Condensed Consolidated Statements of Cash Flows (Dollars in Thousands)

	For the Nine Months
	Ended September 30,
	(unaudited)
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) attributable to the controlling interest	$	19,104		$	(359	)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation		11,650			11,466
Amortization of intangibles		300			409
Non-cash deferred compensation		145			418
Deferred income taxes		4,292			349
Noncontrolling interest in net earnings (loss) of subsidiary		22			(52	)
Gain on purchase of stock – noncontrolling interest		(6	)		(15	)
Loss on disposal of property, plant and equipment		118			284
Changes in assets and liabilities:
Accounts receivable		(18,078	)		24,095
Inventories		(8,073	)		26,817
Other assets		4,382			1,945
Accounts payable and accrued liabilities		14,656			(18,558	)
Other liabilities		(3,546	)		1,455
Net cash provided by operating activities		24,966			48,254
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment		(9,303	)		(10,946	)
Proceeds from sale of property, plant and equipment		65			62
Proceeds from working capital adjustment on Aerex acquisition		—			1,200
Net cash used in investing activities		(9,238	)		(9,684	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of Facility		—			(28,900	)
Repayment of senior notes		(5,715	)		—
Retirement of capital lease obligations		—			(1,660	)
Purchase of ZKM stock – noncontrolling interest		(6	)		(33	)
Purchase of treasury stock		(3,250	)		—
Proceeds from exercise of stock options		16			15
Net cash used in financing activities		(8,955	)		(30,578	)
Effect of exchange rate changes on cash and cash equivalents		84			(179	)
INCREASE IN CASH AND CASH EQUIVALENTS		6,857			7,813
CASH AND CASH EQUIVALENTS, beginning of period		19,917			4,903
CASH AND CASH EQUIVALENTS, end of period	$	26,774		$	12,716

See accompanying notes to condensed consolidated financial statements.

Page 5 of 14

Ladish Co., Inc.

Notes to Condensed Consolidated Financial Statements

(Dollars in Thousands, Except Share Data)

(1) Basis of Presentation

In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly its financial position at ~~September~~ March 3031, 2011 ~~2010~~ and its results of operations and cash flows for the interim periods presented. ~~All~~ All adjustments are of a normal recurring nature.

The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with Article 10 of Regulation S-X and therefore do not include all disclosures required for annual financial statements presented in conformity with accounting principles generally accepted in the United States of America. The Company has filed a report on Form 10-K which contains audited consolidated financial statements that include all information and footnotes necessary for a fair presentation of its financial position at December 31, ~~2009~~2010 and ~~2008~~2009, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years ended December 31, ~~2009~~2010, ~~2008~~2009 and ~~2007~~2008.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results will likely differ from those estimates, but management believes such differences will not be material.

The results of operations for any interim period are not necessarily indicative of the results to be expected for a full year.

(2) Inventories

	September 30,			December 31,
	March 31,			December 31,
	2010			2009
	2011			2010
Raw materials	$	1617,~~273~~953		$	1815,~~038~~259
Work-in-process and finished goods		8794,~~669~~699			7787,~~209~~801
Less progress payments		(3,~~090~~589	)		(2,~~550~~367	)
Total inventories	$	~~100~~109,~~852~~063		$	92100,~~697~~693

(3) Interest and Income Tax Payments

	For the Nine Months
	For the Three Months
	Ended September 30,
	Ended March 31,
	2010		2009
	2011		2010
Interest paid	$	41,~~584~~603	$	41,~~749~~686
Income taxes paid (refunded)		3,641		(2,650	)
Income taxes paid, net of refunds		414		204

Page 65 of 14

(4) Cash and Cash Equivalents

Cash in excess of daily requirements is invested in marketable securities consisting of commercial paper and money market instruments which mature in three months or less. Such investments are deemed to be cash equivalents due to the high liquidity and short term duration of such money market accounts. The Company maintains deposits in financial institutions that consistently exceed the current FDIC limit of $250. At March 31, 2011, the Company’s deposits exceeded the current FDIC limit by $24,990. The Company has not experienced any losses in such accounts and ~~management~~ management believes the Company is not at significant risk. Outstanding payroll and accounts payable checks related to certain bank accounts are recorded as accounts payable on the balance sheets. These checks amounted to $~~3,489~~227 and $~~105~~1,848 as of ~~September~~March 3031, ~~2010~~2011 and December 31, ~~2009~~2010, respectively.

(5) Revenue Recognition

Sales revenue is recognized when the title and risk of loss have passed to the customer, there is pervasive evidence of an arrangement, delivery has occurred or the services have been provided, the sales price is determinable and collectibility is reasonably assured. This occurs at the time of shipment. Net sales include freight out as well as reductions for returns and allowances, and sales discounts. Progress payments on contracts are recognized as reductions of the related inventory costs. Progress payments in excess of inventory costs are reflected as a liability. The Company does not recognize revenue from the disposal of by-products. Any proceeds received from by-product disposal are considered an offset to cost of sales. The Company recognized by-product credits of $3,746 and $2,816 in the three-month periods ended March 31, 2011 and 2010, respectively. The Company generally grants uncollateralized credit to customers on an individual basis based upon the customer’s financial condition and credit history. Credit is typically on net 30-day terms and progress payments are frequently required for customers with long production cycles to minimize credit risk. The Company’s allowance for doubtful accounts is based on a review of sales reports, open deduction reports, trends in collections, historical experience and existing economic conditions. Bad debt write-offs occur upon notice of insolvency or other evidence of business closure. ~~The Company has reviewed SEC Staff Accounting Bulletin No.~~ ~~104 and believes its revenue recognition policy to be in compliance with FASB ASC 605-10-S99-1.~~

(6) Income Taxes

The year-to-date income tax provision of $3,425 for ~~2010~~2011 was based on an annualized combined federal, state and foreign effective rate of 3626.26%, which differed from the statutory federal rate of 35% due primarily to ~~state~~a ~~taxes~~discreet ~~offset~~true-up byadjustment ~~the~~of ~~benefit~~$1,085 ofto ~~the~~2010 ~~Domestic~~deferred ~~Production~~taxes ~~Activities~~to ~~deduction~~reflect a lower effective state tax rate. In ~~2009~~ 2010, the Company had a tax provision of $~~228~~2,886, ~~despite~~or ~~a year-to-date loss due to domestic income being offset by a foreign loss~~35.0%.

(7) Pension and Postretirement Benefits

The components of net periodic benefit costs recognized for the ~~nine~~three-month periods ended ~~September~~ March 3031, 2011 ~~2010~~ and ~~2009~~2010 are presented in the table below.

							Other
	Pension Benefits						Postretirement Benefits
	2010			2009			2010		2009
	2011			2010			2011		2010
Service cost	$	~~1,204~~403		$	~~1,010~~401		$	~~172~~58	$	~~143~~57
Interest cost		82,~~194~~498			82,~~891~~731			~~1,236~~364		~~1,426~~413
Expected return on plan assets		(93,~~178~~164	)		(93,~~949~~059	)		—		—
Amortization of prior service cost		~~368~~101			~~293~~123			113		113
Amortization of the net loss		62,~~128~~380			32,~~955~~043			7645		425
Net periodic benefit cost	$	62,~~716~~218		$	42,~~200~~239		$	~~1,495~~470	$	~~1,584~~498

Page 76 of 14

The Company previously disclosed in its financial statements for the year ended December 31, ~~2009~~2010, that it expected to contribute $713,~~456~~251 to its pension plans in ~~2010~~2011. As of ~~September~~March 3031, ~~2010~~2011, the Company has made $91,~~109~~369 of cash contributions to the pension plans versus $~~2,554~~873 during the same period in ~~2009~~2010. The Company currently estimates its total contributions to its pension plans in ~~2010~~2011 will be $1013,~~478~~251.

In December 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 was enacted. The Company has concluded that certain benefits provided by its postretirement benefit plan are actuarially equivalent to Medicare Part D under the Act and has filed a refund request with the Claims Management Services, a division of the Health and Human Services Department. In the first ~~nine~~three months of ~~2010~~2011 and ~~2009~~2010, respectively, the Company received refunds of $5438 and $~~159~~54.

(8) Debt

On May 16, 2006, the Company sold $40,000 of Series B senior notes (the “Series B Notes”) in a private placement to certain institutional investors. The Series B Notes are unsecured and bear interest at a rate of 6.14% per annum with interest being paid semiannually. The Series B Notes have a ten-year duration with the principal amortizing equally over the duration after the fourth year. The first amortization payment of $5,715 was ~~paid~~made on May 17, 2010.

On September 2, 2008, the Company sold $50,000 of Series C senior notes (the “Series C Notes”) in a private placement to certain institutional investors. The Series C Notes are unsecured and bear interest at a rate of 6.41% per annum with interest being paid semiannually. The Series C Notes have a seven-year duration with the principal amortizing equally over the duration after the third year.

The Company’s Series B and Series C Notes contain financial covenants which (a) limit the incurrence of certain additional debt; (b) require a certain level of consolidated adjusted net worth; (c) require a minimum fixed charges coverage ratio; and (d) require a limited amount of funded debt to consolidated cash flow. The covenant on incurrence of additional debt limits funded debt to 60% of total capitalization. At ~~September~~March 3031, ~~2010~~2011, funded debt at Ladish was at 2322% of ~~total~~ total capitalization. This covenant also limits priority debt to 20% of adjusted net worth. Ladish had no priority debt at ~~September~~March 3031, ~~2010~~2011. The covenant on adjusted net worth requires a minimum of $~~112~~119,~~829~~173. At ~~September~~March 3031, ~~2010~~2011, Ladish had $~~274~~297,~~506~~302 of adjusted net worth. The covenant on fixed charges coverage ratio requires that consolidated cash flow to fixed charges be a minimum of 2.00. The Company’s fixed charges coverage ratio at ~~September~~March 3031, ~~2010~~2011 was 912.6253. The final covenant on funded ~~net~~ debt to consolidated cash flow allows for a maximum level of 4.00. At ~~September~~ March 3031, ~~2010~~2011, the Company’s actual level was 10.0586. The Note Agreement for the Series B and Series C Notes also contains customary representations and warranties and events of default.

The Company and a syndicate of lenders entered into a revolving credit facility (the “Facility”), which was most recently renewed on April 8, 2010. The Facility consists of a $35,000 unsecured revolving line of credit which bears interest at a rate of LIBOR plus 2.00% or at a base rate. At ~~September~~March 3031, ~~2010~~2011, there were no borrowings under the Facility and $35,000 was available pursuant to to the terms of the Facility. The Facility ~~has~~had a maturity date of April 7, 2011. The Company elected to allow the Facility to expire on April 7, 2011 and did not extend the Facility. This decision was based upon the available cash balance of the Company, the lack of any extraordinary need for capital by the Company and the impending merger of the Company with Allegheny Technologies Incorporated (“ATI”).

The Company and the syndicate of lenders participating in the Facility entered into Amendment No. 2 to the Facility. This Amendment, effective as of April 8, 2010, modified the covenant on minimum EBITDA by deleting that covenant and substituting in its place a covenant on the ratio of net debt to EBITDA. The covenant requires a maximum ratio of net debt to EBITDA to be no more than 3.50:1. As of ~~September~~March 3031, ~~2010~~2011, the Company’s ratio was 10.0586:1. The Facility also contains a covenant ~~that~~ that requires a minimum fixed charge coverage ratio of 1.7x. As of ~~September~~March 3031, ~~2010~~2011, the Company had a fixed charge coverage ratio of 45.~~26x~~16x.

Page 87 of 14

At ~~September~~March 3031, ~~2010~~2011, the Company was in compliance with all covenants in the Series B and Series C Notes and the Facility.

(9) Earnings Per Share

~~The~~There ~~incremental~~is no difference between basic weighted average shares outstanding and diluted weighted average shares outstanding isin ~~due to the dilutive impact of outstanding options~~2011.

(10) Stockholders’ Equity

The Company ~~has~~had a Stock Option Plan (the “Plan”) that ~~covers~~covered certain employees. Under the Plan, incentive stock options for up to 983,333 shares ~~may~~could be granted to employees of the Company, of which 943,833 options have been granted. These options expire ten years from the grant date. Options granted vest over two years. ~~There~~As ~~were~~of noMarch 31, ~~options~~2011, ~~granted~~all ~~and~~of ~~1,548~~the options ~~were exercised~~granted inunder the Plan ~~nine~~have ~~months~~been ~~ended September 30, 2010~~exercised. AsThere ofare ~~September 30,~~no ~~2010,~~further ~~3,000~~ options ~~granted~~ under the Plan ~~remain outstanding and exercisable~~.

On May 5, 2010, at the 2010 Annual Stockholders’ Meeting of the Company, the stockholders of the Company approved the adoption of the Company’s 2010 Restricted Stock Unit Plan (the “RSU Plan”). Subsequent to that meeting, the Company granted ~~400~~500,000 restricted stock units under the ~~Plan~~RSU toPlan to certain employees and directors of the Company.

(11) Legal Proceedings

From time to time the Company is involved in legal proceedings relating to claims arising out of its operations in the normal course of business. Although the Company believes that there are no material legal proceedings pending or threatened against the Company or any of its properties, the Company has been named as a defendant in a number of asbestos cases. As of the date of this filing, the Company has nine individual claims pending in Mississippi, one claim pending in Wisconsin, one claim pending in Missouri, one claim pending in Georgia and ~~two~~five individual claims pending in Illinois. The Company has never manufactured or processed asbestos. The Company’s only exposure to asbestos involves products the Company purchased from third parties. Given that the consortium of insurers are handling the defense of the Company, combined with the lack of actual exposure or prior negative judgments, the Company has not made any provision in its financial statements for the asbestos litigation.

The Company is also participating in an investigation initiated by U.S. Customs & Border Protection (“Customs”) into duty drawback claims filed on behalf of the Company by its former export agent. The Company is cooperating with Customs in this investigation. Based upon its internal investigation, the Company believes any errors or omissions with respect to its filings were solely attributable to its former export agent. The Company ~~intends~~and toCustoms ~~continue~~have totentatively ~~cooperate~~agreed ~~with~~to ~~Customs~~an Offer in ~~resolving~~Compromise ~~this~~whereby ~~matter.~~both ~~The~~parties ~~Company~~agree ~~believes~~to ~~that~~settle the ~~ultimate~~matter ~~resolution~~for the amount of approximately $146 and the ~~matter~~repayment ~~with~~of ~~Customs~~approximately ~~should~~$130 ~~occur~~of inprior ~~the~~duty ~~near~~drawback ~~term~~claims. ~~and~~The ~~the~~ Company has made adequate provisions in its financial statements for ~~such~~this a resolution.

The Company and each of its directors have been named as defendants in a lawsuit in Wisconsin State Circuit Court and in a separate lawsuit in federal court in the eastern district of Wisconsin. Each of these cases is brought by a stockholder of the Company alleging a breach of fiduciary duty in connection with the proposed merger with ATI. Neither case seeks monetary damages. Rather, each case requests equitable relief in enjoining the merger. The federal court action was dismissed during the first quarter of 2011. The Company is defending the state court action and has alerted its insurer.

Page 8 of 14

(12) New Accounting Pronouncements

None.

(13)

Subsequent Events

The Company is not aware of any subsequent events which would require recognition or disclosure in the financial statements.

Page 9 of 14

MANAGEMENT’S DISCUSSION
AND ANALYSIS OF RESULTS OF OPERATIONS AND
CHANGES IN FINANCIAL POSITION
(Dollars in Thousands, except per share data)

RESULTS OF OPERATIONS

~~Third~~First Quarter ~~2010~~2011 Compared to ~~Third~~First Quarter ~~2009~~2010

Net sales for the three months ended ~~September~~March 3031, ~~2010~~2011 were $~~100~~114,~~280~~120 compared to $7698,~~191~~948 for the ~~same~~ same period in ~~2009~~2010. The amount of net sales for each of the three principal markets served by the Company were as follows for the periods indicated:

	Three Months Ended September 30,
	Three Months Ended March 31,
	2010				2009
	2011				2010
Jet Engine Components	$	4963,~~866~~201	5055	%	$	3947,~~757~~880	5249	%
Aerospace Components		3529,~~696~~584	3626	%		2837,~~365~~813	3738	%
General Industrial Components		1421,~~718~~335	1419	%		813,~~069~~255	1113	%
Total	$	~~100~~114,~~280~~120	100	%	$	7698,~~191~~948	100	%

Gross profit for the ~~third~~first quarter of ~~2010~~2011 was 16.25% of net sales in contrast to 613.28% of net sales in the ~~third~~first quarter of ~~2009~~2010. The increase in gross profit in the ~~third~~first quarter of ~~2010~~2011 is primarily a result of improved productivity, ~~lower~~a ~~employment~~better ~~levels~~product mix with growth in jet engine components, and ~~improved~~higher by-product ~~sales~~ credits along with an improved absorption of fixed costs by the increased level of net sales.

Selling, general and administrative expenses were $4,~~529~~605 and $54,~~692~~200 and, as a percentage of net sales, were 4.50% and 74.52% for the ~~third~~first quarters of ~~2010~~2011 and ~~2009~~2010, respectively. The percentage decrease in selling, general and administrative expenses was attributed to the higher ~~costs~~net sales, partially offset by higher legal and accounting expenses associated with ~~work~~the ~~force~~proposed ~~reductions~~merger ~~in 2009~~with ATI.

Interest expense for the ~~third~~first quarter of ~~2010~~2011 was $1,~~363~~343 in contrast to $1,~~428~~475 for the same period in ~~2009~~2010. The lower interest expense in ~~2010~~2011 is due primarily to the reduced level of senior notes. During the ~~third~~first quarter of ~~2010~~2011, the Company’s revolving line of credit had an interest rate equal to the LIBOR rate plus 2.00% or at a base rate. Series B and Series C senior notes bore interest at the rate of 6.14% and 6.41%, respectively. The Company had no borrowings under the revolving line of credit facility and had $84,285 of senior notes outstanding at the end of the ~~third~~first quarter of ~~2010~~2011.

Pretax income for the ~~third~~first quarter of ~~2010~~2011 was $1012,~~070~~886 in contrast to ~~a loss of~~ $(38,~~030)~~238 for the same period in ~~2009~~2010. The increase in pretax income was due to the incremental sales increase, ~~growth~~ of higher by-product ~~sales~~credits, ~~significantly reduced expenses associated with employment reductions~~ and reduced utility costs.

The ~~2010~~2011 ~~third~~first quarter income tax provision of $3,425 is based on an effective tax rate of 3826.36%, ~~which~~ which differed from the statutory federal rate of 35% due to ~~state~~a ~~income~~discreet ~~taxes~~true-up ~~offset~~adjustment ~~by the benefit~~ of ~~the~~$1,085 ~~Domestic~~to ~~Production~~2010 ~~Activities~~deferred ~~deduction.~~taxes ~~The~~to ~~2009~~reflect ~~tax~~a ~~benefit~~lower ofeffective ~~$(780)~~state ~~was~~income ~~due~~tax torate. ~~the pre-tax~~The ~~loss~~2010 tax provision of $(32,~~030)~~886 inreflects ~~the~~a ~~third~~35% ~~quarter~~effective tax rate.

The Company’s net income for the ~~third~~first quarter of ~~2010~~2011 was $69,~~218~~442, ana $84,~~427~~094, or 77%, increase from $(25,~~209) in~~348 ~~net losses~~ for the same quarter of ~~2009~~2010. Profitability increased from the prior period due to ~~the~~ the increased sales levels, ~~lower employment costs,~~ improved productivity, higher by-product ~~sales~~ credits and a lower ~~utility~~effective tax ~~costs~~rate. The Company’s contract backlog at ~~September~~March 3031, ~~2010~~2011 was $~~536~~602,~~511~~916 in comparison to backlogs of $~~475~~503,~~566~~298 and $~~504~~555,~~207~~917 at ~~September~~March 3031, ~~2009~~2010 and December 31, ~~2009~~2010, respectively.

Page 10 of 14

First Nine Months 2010 Compared to First Nine Months 2009

The Company had net sales of $298,635 during the first nine months of 2010 in contrast to $266,616 of net sales in the first three quarters of 2009. The amount of net sales for each of the three principal markets served by the Company were as follows for the periods indicated:

	Nine Months Ended September 30,
	2010				2009
Jet Engine Components	$	147,529	49	%	$	144,549	54	%
Aerospace Components		109,430	37	%		88,315	33	%
General Industrial Components		41,676	14	%		33,752	13	%
Total	$	298,635	100	%	$	266,616	100	%

In the first nine months of 2010, the Company had gross profits of $46,623, or 15.6% of net sales, in contrast to $18,383, or 6.9% of net sales, during the same period in 2009. The increase in gross income in 2010 is attributable to higher sales, improved productivity, lower employment levels and improved by-product sales.

The Company had selling, general and administrative expense of $12,761, or 4.3% of net sales, in the first nine months of 2010 in comparison to $14,007, or 5.3% of net sales, in the first three quarters of 2009. The decrease in selling, general and administrative expense in 2010 was due to lower employment costs in 2010.

The Company incurred interest expense of $4,257 in the first nine months of 2010 in comparison to $3,594 of interest expense in the equivalent period of 2009. The difference in interest expense between the periods is attributable to higher capitalization of interest in 2009 as the Company was in the process of finishing a major capital project in 2009.

Pretax income in the first nine months was $29,959, a $30,142 increase over the $(183) of pretax loss in the first nine months of 2009. The increase in pretax income in 2010 resulted from sales growth, lower employment levels, higher productivity, improved by-product sales and lower utility rates.

The year-to-date income tax provision for 2010 was based on an annualized combined federal, state and foreign effective rate of 36.2%, which differed from the statutory federal rate of 35% due primarily to state taxes offset by the benefit of the Domestic Production Activities deduction. In 2009, the Company had a tax provision of $228 despite a year-to-date loss due to domestic income being offset by a foreign loss.

The Company’s net income of $19,104, or $1.21 of diluted per share earnings, in the first nine months of 2010 reflects an increase of $19,463 from the loss of $(359), or $(0.02) of diluted losses per share in the first three quarters of 2009. The increase in net income reflects the impact of incremental sales growth, improved absorption of fixed costs, higher productivity, improved by-product sales and lower utility rates.

Page 11 of 14

Liquidity and Capital Resources

The Company’s cash position as of ~~September~~March 3031, ~~2010~~2011 was $61,~~857~~905 more than it was at December 31, ~~2009.~~ 2010. For the first ~~nine~~three months of ~~2010~~2011, the Company generated $246,~~966~~255 of cash from operating ~~activities~~ activities in contrast to $4810,~~254~~861 of cash from operations in the same period of ~~2009~~2010. The Company ~~expended~~ expended $92,~~303~~852 and $101,~~946~~929 of cash on capital expenditures in the first ~~nine~~three months of ~~2010~~2011 and ~~2009,~~ 2010, respectively. The Company expects capital expenditures for the remainder of ~~2010~~2011 will be at aapproximately ~~reduced level. The Company also expended~~ $320,~~250 in the first three quarters of 2010 on the repurchase of 200,~~000 ~~shares of the common stock of the Company, $5,715 on the retirement of long term debt and $9,109 was contributed to the Company’s pension trust in 2010 in comparison to $2,554 in 2009~~.

On May 16, 2006, the Company sold $40,000 of Series B Notes in a private placement to certain institutional investors. The Series B Notes are unsecured and bear interest at a rate of 6.14% per annum with interest being paid semiannually. The Series B Notes have a ten-year duration with the principal amortizing equally over the duration after the fourth year. The first amortization payment of $5,715 was ~~paid~~made on May 17, 2010.

On September 2, 2008, the Company sold $50,000 of Series C Notes in a private placement to certain institutional investors. The Series C Notes are unsecured and bear interest at a rate of 6.41% per annum with interest being paid semiannually. The Series C Notes have a seven-year duration with the principal amortizing equally over the duration after the third year.

The Company and a syndicate of lenders entered into a revolving credit facility which was most recently renewed on April 8, 2010. The Facility consists of a $35,000 unsecured revolving line of credit which bears interest at a rate of LIBOR plus 2.00% or at a base rate. At ~~September~~March 3031, ~~2010,~~ 2011, there were no borrowings under the Facility and $35,000 was available pursuant to the terms of the Facility. The Facility ~~has~~had a maturity date of April 7, 2011. The Company elected to allow the Facility to expire on April 7, 2011 and did not extend the Facility. This decision was based upon the available cash balance of the Company, the lack of any extraordinary need for capital by the Company and the impending merger of the Company with ATI.

AtPage ~~September 30,~~11 ~~2010,~~of ~~the Company was in compliance with all covenants in the Series B and Series~~14 ~~C Notes and the Facility.~~

Page 12 of 14

AsAt ~~of September~~March ~~30, 2010 and December~~ 31, ~~2009~~2011, the Company ~~had~~was ~~net deferred tax assets of $27,262 and $31,666, respectively. Realization of net deferred tax assets is dependent upon the Company generating sufficient taxable income~~ in ~~future~~compliance ~~periods.~~with Inall ~~determining~~covenants ~~that realization of net deferred tax assets was more likely than not, the Company has given consideration to a number of factors including its recent earnings history, expectations for earnings~~ in the ~~future,~~Series B ~~the~~and ~~timing~~Series C ofNotes ~~reversal of temporary differences~~ and ~~tax planning strategies available to~~ the ~~Company~~Facility. ~~If, in~~ the future, the Company determines that it is no longer more likely than not that net deferred tax assets will be realized, a valuation allowance will be established against all or part of the net deferred tax assets with an offsetting charge to the income tax provision.

~~The~~As ~~Company’s~~of ~~market~~March 31, ~~capitalization~~2011 atand ~~September~~December 3031, 2010, ~~was~~the Company had net deferred tax assets of $~~488~~20,~~883~~254 and $21,018, respectively. ~~The~~Realization ~~increase~~of innet deferred tax assets is dependent upon the Company ~~trading~~generating ~~price~~sufficient taxable income in future periods. In determining that realization of ~~the~~net deferred ~~Company’s~~tax ~~common~~assets ~~stock~~was ~~from~~more ~~June 30,~~likely ~~2010~~than isnot, ~~believed~~the toCompany behas ~~related~~given consideration to ~~overall~~a number of ~~improvement~~factors including its recent earnings history, expectations for earnings in the ~~domestic~~future, ~~equity~~the ~~markets~~timing of reversal of temporary differences and ~~aerospace~~tax ~~stocks~~planning strategies available to the Company. If, in the ~~particular~~future, ~~rather~~the Company determines that it is no longer more likely than ~~any~~not that net deferred tax ~~direct~~assets ~~assessment~~will be realized, a valuation allowance will be established against all or part of the ~~Company~~net deferred tax assets with an offsetting charge to the income tax provision.

The Company’s market capitalization at March 31, 2011 was approximately $858,418. The increase in the trading price of the Company’s common stock from November 16, 2010 is believed to be related to the pending merger with ATI.


Item 3.		Quantitative and Qualitative Disclosures about Market Risk

The Company believes that its exposure to market risk related to changes in foreign currency exchange rates and trade accounts receivable is immaterial as the vast majority of the Company’s sales are made in U.S. dollars. The Company does not consider itself subject to the market risks addressed by Item 305 of Regulation S-K.

Any statements contained herein that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and involve risks and uncertainties. These forward-looking statements include expectations, beliefs, plans, objectives, future financial performance, estimates, projections, goals and forecasts. Potential factors which could cause the Company’s actual results of operations to differ materially from those in the forward-looking statements include:


•	Market conditions and demand for the Company’s products	•	Competition

•	Interest rates and capital costs	•	Technologies

•	Unstable governments and business conditions in emerging economies	•	Raw material and energy prices

•	Legal, regulatory and environmental issues	•	Taxes

•	Health care costs

Any forward-looking statement speaks only as of the date on which such statement is made. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.

Page 12 of 14


Item 4.		Controls and Procedures

Under the direction of the principal executive officer and principal financial officer, the Company has evaluated the effectiveness of its disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of ~~September~~March 3031, ~~2010~~2011. Based on that evaluation, the chief executive officer and the chief financial officer have concluded that the Company’s disclosure controls and procedures were effective.

There were no significant changes in the Company’s internal controls over financial reporting or in other factors that could significantly affect these controls during the quarter ended ~~September~~March 3031, ~~2010~~2011, including any corrective actions with regard to significant deficiencies and material weaknesses.

Page 13 of 14

PART II — OTHER INFORMATION


Item 5.		Other Information

None.


Item 6.		Exhibits

Exhibit 31.1 is the written statement of the chief executive officer of the Company certifying this Form 10-Q complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934.

Exhibit 31.2 is the written statement of the chief financial officer of the Company certifying this Form 10-Q complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934.

Exhibit 32.1 is the written statement of the chief executive officer and chief financial officer of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	LADISH CO., INC.
	By:	/s/ Gary J. Vroman
		Gary J. Vroman
		President & Chief Executive Officer

	By:	/s/ Wayne E. Larsen
		Wayne E. Larsen
		Vice President Law/Finance & Secretary

Date: ~~November~~May 35, ~~2010~~2011

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Filing Compare · LADISH CO INC