##### Table of Contents





UNITED
    STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.
    20549
 Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934.For the fiscal year ended
    September 30, 2007.o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934.For the transition period
    from          to          .   Commisson

Name of Registrant, State of Incorporation,

IRS EmployerFile No.

Address of Principal Executive Offices, and Telephone No.

Identification No.000-52681

NEENAH ENTERPRISES,
    INC.

25-1618281(a Delaware Corporation)
    2121 Brooks Avenue P.O. Box 729
    Neenah, WI 54957(920) 725-7000333-28751

NEENAH FOUNDRY
    COMPANY

39-1580331(a Wisconsin Corporation)
    2121 Brooks Avenue P.O. Box 729
    Neenah, WI 54957(920) 725-7000   Securities registered pursuant to
    Section 12(b) of the Act: None
  Securities registered pursuant to
    section 12(g) of the Act: Neenah Enterprises, Inc., Common
    Stock, par value $0.01 per share
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Neenah Enterprises, Inc.

Neenah Foundry CompanyLarge accelerated filer

o

oAccelerated filer

o

oNon-accelerated filer

þ

þ   Rule 12b-2
  o þ
  o þ
    Neenah Enterprises, Inc.

Since there was no established market for the common stock as of
    March 30, 2007, there was no market value for the shares of such
    stock held by non-affiliates of the registrant as of such date.Neenah Foundry Company

The aggregate market value of the common equity of Neenah
    Foundry Company held by non-affiliates as of March 30, 2007 was
    zero. All of the common stock of Neenah Foundry Company is held
    by NFC Castings, Inc., a wholly owned subsidiary of Neenah
    Enterprises, Inc.   þ o
  Neenah Enterprises, Inc.

As of December 7, 2007, Neenah Enterprises, Inc. had
    13,741,337 shares of common stock outstanding.Neenah Foundry Company

As of December 7, 2007, Neenah Foundry Company had
    1,000 shares of common stock outstanding, all of which were
    owned by NFC Castings, Inc, a wholly owned subsidiary of Neenah
    Enterprises, Inc.   Documents
    Incorporated by Reference
  Form 10-K.




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##### 





NEENAH
    ENTERPRISES, INC.
    NEENAH FOUNDRY COMPANY
  FISCAL
    YEAR 2007FORM 10-K
  ANNUAL
    REPORT
      TABLE OF
    CONTENTS
   
 Item



PageFiling Format


1Special Note Regarding Forward-Looking
    Statements


1Introduction


2PART I1.


Business


21A.


Risk Factors


131B.


Unresolved Staff Comments


212.


Properties


213.


Legal Proceedings


224.


Submission of Matters to a Vote of Security
    Holders


22Executive Officers of the Registrant


23PART II5.


Market For Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


246.


Selected Financial Data


247.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


267A.


Quantitative and Qualitative Disclosures About
    Market Risk


348.


Financial Statements and Supplementary Data


349.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


349A.


Controls and Procedures


349B.


Other Information


35PART III10.


Directors, Executive Officers and Corporate
    Governance


3511.


Executive Compensation


3512.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


3513.


Certain Relationships and Related Transactions,
    and Director Independence


3514.


Principal Accountant Fees and Services


35PART IV15.


Exhibits and Financial Statement Schedules


36Signatures


93Supplemental information to be furnished with
    reports filed pursuant to Section 15(d) of the Act by
    registrants which have not registered securities pursuant to
    Section 12 of the Act


94Exhibit Index


95Amended Bylaws of Neenah Foundry CompanyAgreement for Payment of Supplemental BenefitsNeenah Foundry Company Amended and Restated 2003 Severance and Change of Control PlanRatio of Earnings to Fixed ChargesSubsidiaries of Neenah Enterprises, Inc.Certification of CEO of Neenah Enterprises, Inc. Pursuant to Section 302Certification of CFO of Neenah Enterprises, Inc. Pursuant to Section 302Certification of CEO of Neenah Foundry Company Pursuant to Section 302Certification of CFO of Neenah Foundry Company Pursuant to Section 302Certification of CEO and CFO of Neenah Enterprises, Inc. Pursuant to Section 906Certification of CEO and CFO of Neenah Foundry Company Pursuant to Section 906   i




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##### Table of Contents



Filing
    Format
  Form 10-K
  Special
    Note Regarding Forward-Looking Statements
  Form 10-K Form 10-K,
  
    our significant indebtedness;
    our future cash flow and earnings;
    our ability to meet our debt obligations;
    the effects of general industry and economic conditions;
    our ability to retain our significant customers and rely on our
    significant suppliers;
    our ability to compete with competitors in our industry;
    the outcome of any litigation and labor disturbances in which we
    may be involved; and
    our ability to attract and retain qualified personnel.  Form 10-K Form 10-K.
   1




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Introduction
    
    a change of the name from ACP Holding Company to Neenah
    Enterprises, Inc.;
    a reverse stock split in which each five of the outstanding
    shares of NEIs common stock have been converted into one
    share of new common stock, with corresponding adjustments to
    NEIs outstanding warrants to purchase shares of NEIs
    common stock;
    a change of NEIs authorized capital stock to
    36 million shares, consisting of 35 million shares of
    common stock and one million shares of preferred stock, with the
    preferred stock having such rights and being issuable in one or
    more classes or series as determined by the board of directors;
    a provision that NEIs board of directors will consist of
    no less than three nor more than nine directors (prior to the
    recapitalization the bylaws provided for a board of between two
    and seven directors) as fixed from time to time by a resolution
    approved by the vote of a majority of the directors then in
    office at a meeting at which a quorum is present, plus any
    directors that may be elected pursuant to the terms of any
    preferred stock that may be issued and outstanding from time to
    time; and
    a prohibition of NEI stockholder action by written consent in
    lieu of a meeting and a requirement that special meetings of
    stockholders can be called only by the board of directors or the
    chairman of the board or upon the written request of
    stockholders owning not less than 50% of the outstanding shares
    of common stock.    PART I
  Item 1.
    Business   2




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Overview
   3




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
    Leadership position in a relatively stable municipal
    market.  We are one of the leading suppliers of
    castings to the domestic municipal products market and, we
    believe, one of only two national suppliers, with approximately
    15,000 customers in all 50 states and over 6,000 part
    numbers shipped every year. Approximately 40% of the individual
    part numbers we shipped last year for the municipal market were
    in quantities of fewer than 10 pieces, which we believe creates
    a significant barrier to entry. We also believe that we are the
    only manufacturer that has invested in the unique patterns
    required to make many of these specific products, resulting in
    significant barriers to entry.
    Significant customer dependence on Neenah.  The
    patterns for municipal products seldom become obsolete and have
    been developed to various state and municipality specifications.
    These patterns are 100% owned by Neenah. As a market leader, our
    municipal castings are often specified as the standard in
    municipal contracts. Although the patterns for industrial
    castings are owned by the customer and not the foundry,
    industrial patterns are not readily transferable to other
    foundries without, in most cases, significant additional
    investment. We estimate that we have historically retained
    throughout the product life cycle over 95% of the patterns that
    we have been awarded. We believe we have the only tooling for a
    significant majority of our industrial products by net sales.
    Large and experienced sales and marketing
    force.  Neenah has one of the largest sales and
    marketing forces serving the U.S. heavy municipal end-user
    market. We also employ a dedicated industrial casting sales
    force organized by facility. Our sales force supports ongoing
    customer relationships, and works with customers engineers
    and procurement representatives as well as our own engineers,
    manufacturing management and quality assurance representatives
    throughout all stages of the production process to ensure that
    the final product consistently meets or exceeds the
    specifications of our customers. This team approach, consisting
    of sales, marketing, manufacturing, engineering and quality
    assurance efforts, is an integral part of our marketing
    strategy. In addition, our 14 distribution and sales centers
    around the U.S. provide our municipal products customers
    with readily available castings to meet their needs.
    Focused manufacturing facilities with an emphasis on quality
    and implementation of lean manufacturing
    concepts.We operate 10 focused manufacturing
    and/or
    machining facilities in six states. We focus our facilities on
    the specific markets and market segments that they are best
    suited to serve, creating what we believe to be an efficient
    process flow which enables us to provide superior products to
    each of our chosen markets. We continuously focus on
    productivity gains by improving upon the individual steps of the
    casting process, which enables us to produce castings in low and
    medium volume quantities on high volume, cost-effective molding
    equipment. With a major focus on implementing lean manufacturing
    and Six Sigma, we are continuously striving for improvement of
    operations and personnel, emphasizing defect prevention, safety
    and the reduction of variation and waste in all areas.
    Value-added machining capabilities.  Through
    our four machining facilities, we are able to deliver a machined
    product to many of our customers, capturing a greater share of
    the value chain and ensuring a loser working relationship. The
    casting machining process can contribute significantly to the
    value of the end-product, in particular in certain custom
    situations where high-value specialized machining is required.
    We continually evaluate opportunities to increase our
    value-added machining services.
    Experienced and well-respected senior management
    team.  Our senior management team provides a depth
    and continuity of experience in the casting industry. 4




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Background
                       5




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1-for-5 1-for-5
  Industry
    Overview
      Business
    Strategy
    
    Continued penetration of core markets.  We seek
    to optimize our competitive position in heavy municipal and
    industrial castings through separate strategies tailored to the
    specific needs of each business. We expect to grow and leverage
    the strength and stability of the municipal business by
    continuing to expand our participation in markets already served
    and by augmenting our cost competitive capacity through the
    installation of a new state-of-the-art mold line for larger, low
    volume castings, which we expect will enhance production
    efficiencies, increase capacity and provide expanded molding
    capabilities. We intend to further develop selected areas of the
    industrial business, such as construction and agricultural
    products, and further our relationships with existing customers
    through production of more complex industrial castings, while
    seeking out selected new customers. Additionally, industry
    consolidation has resulted in a significant reduction in the
    number of foundries and a rise in the share of production by the
    remaining foundries. We continue to capitalize on on-going
    consolidation by taking advantage of opportunities created by
    the closing of weak, inefficient foundries.
    Deepen and expand customer relationships.We
    focus on creating close working relationships with our customers
    by developing multiple points of contact throughout their
    organizations. In addition to supporting on-going customer
    relationships, our sales force also works with customers
    engineers and procurement representatives as well as with our
    own engineers, manufacturing managers and quality assurance
    representatives throughout all stages of the production process
    to ensure that the final product consistently meets or exceeds
    the specifications of our customers. Since we are the
    sole-source supplier for the majority of the products that we
    provide to our industrial customers, we intend to expand those
    relationships by continuing 6




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to participate in the development and production of more complex
    industrial castings, while seeking out selected new customers
    who would value our capabilities and performance reputation,
    technical ability and high level of quality and service.  
    Value-added focus.Our ability to provide
    value-added machining enhances the value of the products we
    produce and is a competitive advantage as it positions us as a
    vital link in each customers supply chain by providing
    customers with a single source alternative that reduces supply
    chain costs and shortens lead times. Customers are increasingly
    requesting that foundries supply machined components as it
    reduces handling as well as their cost to process. We focus on
    value-added precision machined components involving highly
    specialized and complex processes and, in some cases, difficult
    to machine materials. We are currently working to further
    increase our market position by expanding our value-adding
    machining capacity and our austempered ductile iron capabilities.
    Continuous efficiency gains and cost
    reductions.  We continually seek ways to reduce
    our operating costs and increase our manufacturing productivity.
    We believe that a combination of pricing adjustments and cost
    savings has mitigated the impact of cost creep over the last two
    years. To further this objective, we have undertaken the
    following:  
    Installation of a new mold line at Neenah to replace our
    40-year-old
    line.We are continuing to invest in a
    $54 million capital project to install a state-of-the-art
    mold line to replace a
    40-year-old
    mold line at our Neenah facility. We believe this new mold line,
    which is expected to be operational in the spring of 2008, will
    substantially improve our cost position on selected new and
    existing municipal parts, will substantially increase our
    capacity and molding capabilities, and will be one of the most
    capable mold lines for parts of this nature in North America.
    Fully integrate lean manufacturing
    concepts.We have incorporated and expect to
    continue to incorporate efficiencies in our operations through
    the implementation of lean manufacturing.
    Centralized procurement of major raw materials and certain
    services through our head office in order to generate purchasing
    economies of scale.  We work closely with
    companies that are cost competitive and with which we have
    long-term relationships, providing us with competitive pricing
    and helping to assure us supply when raw material availability
    is limited.  
    Pursue selected acquisitions and internal growth
    opportunities.  We will continue to evaluate and
    may pursue selected acquisition and internal growth
    opportunities to enhance our position in our existing markets or
    to provide access to new markets
    and/or
    capabilities.  Business
    Segments  Overview
      Castings
    Segment
    Products,
    Customers and Markets
   7




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Heavy
    Municipal
  and/or
      Industrial
     8




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Manufacturing
    Process
          Raw
    Materials
   9




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Seasonality
    and Cyclicality
  build-up
    Competition
    Forgings
    Segment
    Products,
    Customers and Markets
   10




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Manufacturing
    Process
        Raw
    Materials
    Seasonality
    and Cyclicality
    Competition
   11




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Employees
    Environmental
    Matters
      clean-up
     12




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Intellectual
    Property
    Item 1A.
    Risk
    Factors  Owning our securities involves a high degree of risk. The
    risks described below are not the only risks facing us.
    Additional risks and uncertainties not currently known to us or
    those we currently view to be immaterial may also materially and
    adversely affect our business, financial condition or results of
    operations. If any of the following risks materialize, our
    business, financial condition or results of operations could be
    materially and adversely affected. In that case, security
    holders may lose some or all of their investment.
  A
    relatively small number of customers account for a substantial
    portion of our revenues. The loss of one or more of them could
    adversely affect our net sales.
    
    Sales to our largest customer and suppliers of that customer
    accounted for approximately 9% of our total net sales for the
    fiscal year ended September 30, 2007.
    Sales to our top five customers and suppliers of those customers
    accounted for approximately 30% of our total net sales for the
    fiscal year ended September 30, 2007.      Decreases
    in demand for heavy-duty trucks, HVAC equipment, construction or
    farm equipment or other end markets could have a significant
    impact on our profitability, cash flows and ability to service
    our indebtedness.
     13




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Our
    market share may be adversely impacted at any time by a
    significant number of competitors.
  and/or
  International
    economic and political factors could affect demand for products
    which could impact our financial condition and results of
    operations.
  and/or
  Increases
    in the price or interruptions in the availability of raw
    materials and energy could reduce our profits.
  just-in-time
   14




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We may
    incur potential product liability and recall
    costs.
    Litigation
    against us could be costly and time consuming to
    defend.
    The
    departure of key personnel could adversely affect our
    operations.
      The
    seasonal nature of our business could impact our business,
    financial condition and results of operations.
    We
    face the risk of work stoppages or other labor disruptions that
    could impact our results of operations negatively.
   15




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The
    nature of our business exposes us to liability for violations of
    environmental regulations and releases of hazardous
    substances.
        Failure
    to raise necessary capital could restrict our ability to operate
    and further develop our business.
      
    approximately $25.0 million primarily for necessary
    maintenance capital expenditures and selected strategic capital
    investments required to maintain optimum operating efficiencies,
    not including the new mold line described elsewhere herein;
    approximately $24.4 million for Neenahs new mold line
    (the remaining portion of the total cost of approximately
    $54 million); and
    approximately $30.8 million for debt service on
    Neenahs
    91/2% Senior
    Secured Notes due 2017 (the
    91/2% Notes)
    and Neenahs
    121/2% Senior
    Subordinated Notes due 2013 (the
    121/2% Notes)
    plus any additional interest expense from amounts outstanding
    under Neenahs $100 million revolving loan and
    security agreement (the 2006 Credit Facility).     16




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1 2 1 2
  We may
    not achieve the expected benefits of Neenahs new mold line
    on a timely basis or at all.
    If we
    are unable to integrate acquired businesses, that may adversely
    affect operations.
    Our
    controlling stockholders may have interests that differ from the
    interests of other investors.
    Terrorist
    attacks could adversely affect our results of operations, our
    ability to raise capital or our future growth.
   17




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Our
    substantial indebtedness could adversely affect our financial
    health.
  1 2 1 2
    
    make it more difficult for us to satisfy our obligations with
    respect to our outstanding notes;
    increase our vulnerability to general adverse economic and
    industry conditions;
    require us to dedicate a substantial portion of our cash flow
    from operations to payments on our indebtedness, thereby
    reducing the availability of our cash flow to fund working
    capital, capital expenditures, research and development efforts
    and other general corporate purposes;
    increase our vulnerability to and limit our flexibility in
    planning for, or reacting to, changes in our business and the
    industry in which we operate;
    expose us to the risk of increased interest rates as borrowings
    under our 2006 Credit Facility will be subject to variable rates
    of interest;
    place us at a competitive disadvantage compared to our
    competitors that have less debt; and
    limit our ability to borrow additional funds.  1 2 1 2
  Despite
    our current substantial indebtedness levels, we and our
    subsidiaries may still be able to incur substantially more debt.
    This could intensify the risks associated with our substantial
    leverage.
  1 2 1 2
  To
    service our indebtedness, we will require a significant amount
    of cash. Our ability to generate cash depends on many factors
    beyond our control.
     18




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The
    terms of Neenahs debt impose restrictions on us that may
    affect our ability to successfully operate our
    business.
  1 2 1 2
  
    incur or guarantee additional indebtedness;
    pay dividends or make other distributions on capital stock;
    repurchase capital stock;
    make loans and investments;
    enter into agreements restricting our subsidiaries ability
    to pay dividends;
    create liens;
    sell or otherwise dispose of assets;
    enter new lines of business;
    merge or consolidate with other entities; and
    engage in transactions with affiliates.  1 2 1 2 and/or 1 2 1 2 and/or
  Our
    financial information before October 1, 2003 is not
    directly comparable to our financial information after that
    date.
  Form 10-K.
  Risks
    Relating to Our Common Stock
  There
    is no history of public trading for our shares and an active
    trading market for our common stock may not
    develop.
   19




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Our
    charter documents contain provisions that may discourage, delay
    or prevent a change of control.
    
    ability of our board of directors to authorize the issuance of
    preferred stock in series without stockholder approval;
    vesting of exclusive authority in the board of directors to
    determine the size of the board and to fill vacancies (within
    specified limits);
    advance notice requirements for stockholder proposals and
    nominations for election to the board of directors; and
    prohibitions on our stockholders from acting by written consent
    and limitations on calling special meetings of stockholders.  We do
    not expect to pay any dividends for the foreseeable
    future.
  1 2 1 2
  The
    price of our common stock may fluctuate significantly, which
    could lead to losses for stockholders.
      
    variations in our operating results;
    expenses associated with accounting and internal control
    requirements applicable to public companies;
    announcements of strategic alliances or significant agreements
    by us or by our competitors;
    recruitment or departure of key personnel;
    changes in the estimates of our operating results or changes in
    recommendations by any securities analyst that elects to follow
    our common stock;
    market conditions in our industry, the industries of our
    customers and the economy as a whole;
    sales of large blocks of our common stock; and
    changes in accounting principles or changes in interpretations
    of existing principles, which could affect our financial results. 20




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Substantial
    sales of our common stock by our stockholders could depress our
    stock price regardless of our operating results.
    If
    equity research analysts do not publish research or reports
    about our business or if they issue unfavorable commentary or
    downgrade our common stock, the price of our common stock could
    decline.
    The
    availability of shares for issuance in the future could reduce
    the market price of our common stock.
      We
    will incur significant increased costs as a result of operating
    as a public company, and our management will be required to
    devote substantial time to new compliance
    initiatives.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties   21




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Entity

Location

Purpose

Sq. FeetCastings SegmentNeenah Foundry Company

Neenah, WI

2 manufacturing facilities and office facility


550,000Dalton Corporation

Warsaw, IN

Manufacturing and office facilities


375,000Kendallville, IN

Manufacturing facility


250,000Stryker, OH

Machining facility


45,000Advanced Cast Products, Inc.

Meadville, PA

Manufacturing, machining and office facility


229,000Deeter Foundry, Inc.

Lincoln, NE

Manufacturing and office facility


75,000Gregg Industries, Inc.

El Monte, CA

Manufacturing, machining and office facility


200,000Forgings SegmentMercer Forge Corporation

Mercer, PA

Manufacturing, machining and office facility


130,000Wheatland, PA

Machining facility


18,000     1 2
  Item 3.
    Legal
    Proceedings        Item 4.
    Submission
    of Matters to a Vote of Security Holders   22




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Executive
    Officers of the Registrant
    Name

Age

PositionRobert E. Ostendorf, Jr.


57


President and Chief Executive OfficerGary W. LaChey


62


Corporate Vice President  Finance, Treasurer,
    Secretary and Chief Financial OfficerJames V. Ackerman


64


Division President  Mercer Forge CorporationJohn H. Andrews


62


Neenah Corporate Vice President  Manufacturing, Chief
    Operating Officer of Manufacturing OperationsLouis E. Fratarcangeli


57


Neenah Corporate Vice President  Industrial Products
    SalesFrank Headington


58


Neenah Corporate Vice President  TechnologyTimothy Koller


58


Neenah Vice President  Municipal Products Sales and
    Engineering   Mr. Ostendorf
  Mr. LaChey
  Mr. Ackerman
  Mr. Andrews
  Mr. Fratarcangeli
  Mr. Headington
 23




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Mr. Koller
  PART II
  Item 5.
    Market
    For Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities    1 2 1 2
    
    35,000,000 authorized shares of NEI common stock and 1,000,000
    authorized shares of preferred stock, of which
    13,741,337 shares of common stock and no shares of
    preferred stock were outstanding; and
    outstanding warrants to purchase 2,468,658 shares of NEI
    common stock.  Performance Graph.
  Item 6.
    Selected
    Financial Data   24




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Reorganized


Predecessor(1)Fiscal Year Ended September 30,2007


2006


2005


2004


2003(2)(In thousands)Statement of Operations Data:Net sales

$
483,623


$
542,452


$
541,772


$
450,942


$
375,063Cost of sales


408,904



442,558



440,818



375,124



321,834Gross profit


74,719



99,894



100,954



75,818



53,229Selling, general and administrative expenses


38,119



34,314



34,467



27,374



26,132Litigation settlement










6,500







Amortization expense


7,121



7,120



7,124



7,121



3,819Other expenses


453



127



953



465



195Operating income


29,026



58,333



51,910



40,858



23,083Interest expense, net


31,344



33,327



33,406



33,363



47,429Debt refinancing costs


20,429















Reorganization expense


















7,874Income (loss) from continuing operations before income taxes


(22,747
)


25,006



18,504



7,495



(32,220
)Provision (credit) for income taxes


(8,819
)


8,857



3,409



3,881



(8,217
)Income (loss) from continuing operations


(13,928
)


16,149



15,095



3,614



(24,003
)Loss from discontinued operations, net of income taxes














(359
)


(1,095
)Loss on sale of discontinued operations, net of income taxes


















(1,596
)Net income (loss)

$
(13,928
)

$
16,149


$
15,095


$
3,255


$
(26,694
)Earnings (Loss) Per Share:Basic

$
(1.31
)

$
1.72


$
1.71


$
.45



N/MDiluted

$
(1.31
)

$
.99


$
.94


$
.23



N/MBalance Sheet Data (at end of period):Cash and cash equivalents

$



$
910


$
3,484


$



$
24,356Working capital


90,507



74,061



62,979



49,927



99,257Total assets


443,974



410,920



412,555



407,440



536,834Total debt


318,587



265,416



271,754



283,801



446,103Total stockholders equity (deficit)


30,565



39,228



17,395



8,793



(47,927
)Other Financial Data:Capital expenditures


48,733



17,803



17,572



12,713



11,900Supplemental Data:Ratio of earnings to fixed charges(3)


N/A



1.73



1.54



1.22



N/A     (1)
    
    On August 5, 2003, ACP, NFC, and Neenah filed for
    bankruptcy protection. They emerged from bankruptcy on
    October 8, 2003. Although the Plan of Reorganization became
    effective on October 8, 2003 (the Effective
    Date), due to the immateriality of the results of
    operations for the period between October 1, 2003 and the
    Effective Date, for financial reporting purposes we recorded the
    fresh-start adjustments necessitated by the American Institute
    of Certified Public Accountants Statement of Position
    90-7,
    Financial Reporting by Entities in Reorganization under
    the Bankruptcy Code,
    (SOP 90-7)
    on October 1, 2003. As a result of the gain on
    extinguishment of debt and adjustments to the fair value of
    assets and liabilities, we recognized a 25




---



##### Table of Contents



$52.9 million reorganization gain on October 1, 2003.
    As a result of our emergence from Chapter 11 bankruptcy and
    the application of fresh-start reporting, our consolidated
    financial statements for the periods commencing on
    October 1, 2003 are referred to as the Reorganized
    Company and are not comparable with any periods prior to
    October 1, 2003, which are referred to as the
    Predecessor Company. All references to the years
    ended September 30, 2007, 2006, 2005 and 2004 are to the
    Reorganized Company. All references to the year ended
    September 30, 2003 are to the Predecessor Company.(2)
    
    During the year ended September 30, 2003, we sold
    substantially all of the assets of Belcher Corporation. The
    results of Belcher Corporation have been reported separately as
    discontinued operations for all periods presented.(3)
    
    For purposes of computing the ratio of earnings to fixed
    charges, earnings consist of income before income taxes plus
    fixed charges. Fixed charges consist of interest expense,
    amortization of deferred financing fees and a portion of rental
    expense that management believes is representative of the
    interest component of rental expense. Earnings were insufficient
    to cover fixed charges for the years ended September 30,
    2007 and 2003 by $22.7 million, and $31.4 million,
    respectively. The ratio of earnings to fixed charges for NEI and
    Neenah are the same for both entities.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
    Recent
    Developments
  Cost Reduction Actions.
  Reverse Stock Split. 1-for-5
  Refinancing Transactions. 1 2 1 2 1 2 1 2 1 2 1 2 1 2
 26




---



##### Table of Contents



New Mold Line. 40-year-old
  Order of Abatement at Gregg Facility.
  Coke Supplier Ceases Operations.
  RESULTS
    OF OPERATIONS
  FISCAL
    YEAR ENDED SEPTEMBER 30, 2007 COMPARED TO THE FISCAL YEAR ENDED
    SEPTEMBER 30, 2006
  Net Sales.
  Cost of Sales.
 27




---



##### Table of Contents



Gross Profit.
  Selling, General and Administrative
    Expenses.
  Amortization of Intangible
    Assets
  Other Expenses.
  Operating Income.
  Net Interest Expense.
  Debt Refinancing Costs.
  Provision for Income Taxes.
  Net Income (Loss) and Earnings (Loss) Per
    Share.
  FISCAL
    YEAR ENDED SEPTEMBER 30, 2006 COMPARED TO THE FISCAL YEAR ENDED
    SEPTEMBER 30, 2005
  Net Sales.
  Cost of Sales.
 28




---



##### Table of Contents



Gross Profit.
  Selling, General and Administrative
    Expenses.
  Amortization of Intangible
    Assets
  Other Expenses.
  Operating Income.
  Net Interest Expense.
  Provision for Income Taxes.
  Net Income and Earnings Per Share.
  LIQUIDITY
    AND CAPITAL RESOURCES
  1 2 1 2
  2006 Credit Facility.
 29




---



##### Table of Contents



1 2 1 2
      91/2% Notes. 1 2 1 2 1 2 1 2 1 2 1 2 1 2 1 2 1 2 1 2 and/or
 30




---



##### Table of Contents



121/2% Notes. 1 2 1 2 1 2 1 2 1 2 1 2 1 2 1 2 1 2 1 2 1 2 1 2 1 2 and/or
      Future Capital Needs.
  OFF-BALANCE
    SHEET ARRANGEMENTS
   31




---



##### Table of Contents



CONTRACTUAL
    OBLIGATIONS
    Less Than








More ThanTotal


1 year


1-3 Years


3-5 Years


5 YearsLong-term debt

$
300.0


$



$



$



$
300.0Interest on long-term debt


254.2



30.8



61.5



61.5



100.4Revolving line of credit


17.2



17.2











Interest and fees on revolving line of credit


0.7



0.7











Capital leases


1.4



0.2



0.4



0.4



0.4Operating leases


5.0



2.0



2.0



0.8



0.2New mold line commitments


16.6



16.6











Total contractual obligations

$
595.1


$
67.5


$
63.9


$
62.7


$
401.0     CRITICAL
    ACCOUNTING ESTIMATES
          
    Defined-Benefit Pension Plans.  We account for
    Neenahs defined benefit pension plans in accordance with
    Statement of Financial Accounting Standards No. 158
    Accounting for Defined Benefit Pension and Other
    Postretirement Plans, an amendment of FASB Statement
    No. 87, 88, 106 and 132(R) (SFAS 158), which
    requires that amounts recognized in financial statements be
    determined on an actuarial basis. The most 32




---



##### Table of Contents



significant element in determining our pension expense in
    accordance with SFAS 158 is the expected return on plan
    assets. We have assumed that the expected long-term rate of
    return on plan assets will be 7.50% to 8.50%, depending on the
    plan. Over the long term, the rate of return on our pension plan
    assets has approximated these rates; therefore, we believe that
    our assumption of future returns is reasonable. The plan assets,
    however, have earned a rate of return substantially less than
    these rates in the last three years. Should this trend continue,
    our future pension expense would likely increase. At the
    measurement date, we determine the discount rate to be used to
    discount plan liabilities. We develop this rate with the
    assistance of our actuary using both the Moodys AA
    Corporate Bond Rate and the Citigroup Pension Liability Curve
    and Index. The annualized Moodys AA Bond Rate was 6.19% at
    the measurement date of June 30, 2007 and no adjustments to
    this rate were required to account for the differences in the
    duration of the bonds in the Moodys AA portfolio to the
    duration of the pension plan liabilities because the yield curve
    was essentially flat. In addition, the Company also developed a
    level equivalent yield using the expected cash flows from the
    pension plans based on the June 30, 2007 Citigroup Pension
    Discount Curve and Index. This level equivalent yield was 6.30%
    at June 30, 2007. The Citigroup Pension Liability Curve and
    Index are published on the Society of Actuaries website along
    with a background paper on this interest rate curve. Based on
    these analyses, the Company has established its discount rate
    assumption for determination of the projected benefit obligation
    of the pension plans at 6.25%, based on a June 30, 2007
    measurement date. Changes in discount rates over the past few
    years have not materially affected our pension expense. The net
    effect of changes in this rate, as well as other changes in
    actuarial assumptions and experience, have been deferred as
    allowed by SFAS 158.  
    Other Postretirement Benefits.  Neenah provides
    retiree health benefits to qualified employees under an unfunded
    plan. We use various actuarial assumptions including the
    discount rate and the expected trend in health care costs and
    benefit obligations for our retiree health plan. Consistent with
    our pension plans, we used a discount rate of 6.25%. In 2007,
    our assumed healthcare cost trend rate was 9.5% decreasing
    gradually to 5.0% in 2016 and then remaining at that level
    thereafter. Changes in these rates could materially affect our
    future operating results and net worth. A one percentage point
    change in the healthcare cost trend rate would have the
    following effect (in thousands):  1% Increase

1% DecreaseEffect on total of service cost and interest cost

$
101


$
(78
)Effect on postretirement benefit obligation


934



(741
)   Recent
    Accounting Pronouncements
     33




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    1 2 1 2
  Item 8.
    Financial
    Statements and Supplementary Data  Form 10-K
  Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Disclosure Controls and Procedures. Rules 13a-15(e) 15d-15(e)
  Internal Control Over Financial
    Reporting. Rules 13a-15(f) 15d-15(f)
 34




---



##### Table of Contents



Item 9B.  Other
    Information
    PART III
  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Form 10-K
  Item 11.
    Executive
    Compensation  Form 10-K Change-In-Control,
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Form 10-K
  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  Form 10-K
  Item 14.
    Principal
    Accountant Fees and Services  Form 10-K
 35




---



##### 



PART IV
  Item 15.
    EXHIBITS
    AND FINANCIAL STATEMENT SCHEDULES   
 Page(a)(1)


Consolidated Financial Statements of Neenah Enterprises,
    Inc.Report of Independent Registered Public
    Accounting Firm


37Consolidated Balance Sheets


38Consolidated Statements of Operations


40Consolidated Statements of Changes in
    Stockholders Equity (Deficit)


41Consolidated Statements of Cash Flows


42Notes to Consolidated Financial Statements


43Consolidated Financial Statements of Neenah Foundry
    CompanyReport of Independent Registered Public
    Accounting Firm


60Consolidated Balance Sheets


61Consolidated Statements of Operations


63Consolidated Statements of Changes in
    Stockholders Equity (Deficit)


64Consolidated Statements of Cash Flows


65Notes to Consolidated Financial Statements


66(2)


Financial Statement SchedulesReport of Independent Registered Public
    Accounting Firm


91Schedule II  Valuation and
    Qualifying Accounts of Neenah Enterprises, Inc, and Neenah
    Foundry Company


92    Regulation S-X.
             36




---



##### Table of Contents



Report
    of Independent Registered Public Accounting Firm
             
 37




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Consolidated Balance Sheets
  September 302007


2006(In thousands, except share and per share data)AssetsCurrent assets:Cash

$



$
910Accounts receivable, less allowance for doubtful accounts of
    $2,262 in 2007 and $1,885 in 2006


81,085



85,161Inventories


64,196



61,847Refundable income taxes


6,501



Deferred income taxes


3,070



2,697Other current assets


6,479



7,425Total current assets


161,331



158,040Property, plant and equipment:Land


7,218



7,209Buildings and improvements


19,955



18,733Machinery and equipment


104,893



88,562Patterns


14,617



13,527Construction in progress


32,839



3,679179,522



131,710Less accumulated depreciation


47,972



34,832131,550



96,878Deferred financing costs, net of accumulated amortization of
    $343 in 2007 and $1,509 in 2006


3,457



1,695Identifiable intangible assets, net of accumulated amortization
    of $28,486 in 2007 and $21,365 in 2006


54,951



62,072Goodwill


86,699



86,699Other assets


5,986



5,536151,093



156,002$
443,974


$
410,920  38




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Consolidated
    Balance Sheets
  September 302007


2006(In thousands, except share and per share data)Liabilities and stockholders equityCurrent liabilities:Accounts payable

$
27,764


$
29,766Accrued wages and employee benefits


13,139



13,713Accrued interest


5,449



7,157Accrued interest  related party


2,344



Other accrued liabilities


4,763



5,432Current portion of long-term debt


17,152



27,750Current portion of capital lease obligations


213



161Total current liabilities


70,824



83,979Long-term debt


225,000



236,445Long-term debt  related party


75,000



Capital lease obligations


1,222



1,060Deferred income taxes


28,134



26,931Postretirement benefit obligations


5,269



10,141Pension benefit obligations


3,142



8,036Other liabilities


4,818



5,100Total liabilities


413,409



371,692Commitments and contingenciesStockholders equity:Preferred stock, par value $0.01 per share;
    1,000,000 shares authorized, no shares issued and
    outstanding






Common stock, par value $0.01 per share; 35,000,000 shares
    authorized, 13,672,764 and 9,394,920 issued and outstanding at
    September 30, 2007 and 2006, respectively


137



94Capital in excess of par value


5,686



5,477Retained earnings


20,571



34,499Accumulated other comprehensive income (loss)


4,171



(842
)Total stockholders equity


30,565



39,228$
443,974


$
410,920    39




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Consolidated Statements of Operations
  Years Ended September 302007


2006


2005(In thousands, except shareand per share data)Net sales

$
483,623


$
542,452


$
541,772Cost of sales


408,904



442,558



440,818Gross profit


74,719



99,894



100,954Selling, general and administrative expenses


38,119



34,314



34,467Litigation settlement










6,500Amortization expense


7,121



7,120



7,124Loss on disposal of property, plant and equipment


453



127



953Operating income


29,026



58,333



51,910Other income (expense):Interest expense


(24,610
)


(33,410
)


(33,419
)Interest expense  related party


(7,090
)






Interest income


356



83



13Debt refinancing costs


(20,429
)






Income (loss) before income taxes


(22,747
)


25,006



18,504Provision (credit) for income taxes


(8,819
)


8,857



3,409Net income (loss)

$
(13,928
)

$
16,149


$
15,095Earnings (loss) per share:Basic

$
(1.31
)

$
1.72


$
1.71Diluted

$
(1.31
)

$
0.99


$
0.94    40




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Consolidated Statements of Changes in Stockholders Equity
    (Deficit)
  AccumulatedOtherCapital





ComprehensiveCommon


in Excess of


Retained


(Loss)Stock


Par Value


Earnings


Income


Total(In thousands)Balance at September 30, 2004

$
87


$
5,451


$
3,255


$



$
8,793Exercise of stock warrants for 652,199 shares of common
    stock


7



26











33Components of comprehensive income:Net income










15,095







15,095Pension liability adjustment, net of tax effect of $4,350














(6,526
)


(6,526
)Total comprehensive income


















8,569Balance at September 30, 2005


94



5,477



18,350



(6,526
)


17,395Components of comprehensive income:Net income










16,149







16,149Pension liability adjustment, net of tax effect of $(3,789)














5,684



5,684Total comprehensive income


















21,833Balance at September 30, 2006


94



5,477



34,499



(842
)


39,228Exercise of stock warrants for 4,227,844 shares of common
    stock


43



168











211Components of comprehensive loss:Net loss










(13,928
)






(13,928
)Pension liability adjustment, net of tax effect of $(561)














842



842Total comprehensive loss


















(13,086
)Stock based compensation






41











41Adjustment to initially apply SFAS 158, net of tax effect
    of $(2,764)














4,171



4,171Balance at September 30, 2007

$
137


$
5,686


$
20,571


$
4,171


$
30,565    41




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##### Table of Contents



Neenah
    Enterprises, Inc.
  Consolidated Statements of Cash Flows
  Years Ended September 302007


2006


2005(In thousands)Operating activitiesNet income (loss)

$
(13,928
)

$
16,149


$
15,095Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Provision for obsolete inventories


669



318



356Provision for bad debts


1,047



433



2,153Depreciation


13,934



13,123



11,740Amortization of identifiable intangible assets


7,121



7,120



7,124Amortization of deferred financing costs and discount on notes


862



2,081



2,110Write-off of deferred financing costs and discount on notes


7,512







Loss on disposal of property, plant and equipment


453



127



953Deferred income taxes


(2,578
)


(10
)


(5,191
)Stock based compensation expense


41







Changes in operating assets and liabilities:Accounts receivable


3,029



201



(6,628
)Inventories


(3,018
)


(3,042
)


1,640Other current assets


(5,555
)


(528
)


281Accounts payable


(2,002
)


(539
)


1,155Accrued liabilities


(741
)


(5,349
)


6,686Postretirement benefit obligations


(245
)


(263
)


(171
)Pension benefit obligations


(1,139
)


(5,284
)


(3,631
)Other liabilities


(282
)


214



(118
)Net cash provided by operating activities


5,180



24,751



33,554Investing activitiesPurchase of property, plant and equipment


(48,733
)


(17,803
)


(17,572
)Proceeds from sale of property, plant and equipment


88



196



905Other


(277
)


(525
)


347Net cash used in investing activities


(48,922
)


(18,132
)


(16,320
)Financing activitiesProceeds from long-term debt


225,000







84Proceeds from long-term debt  related party


75,000







Payments on debt and capital lease obligations


(253,579
)


(9,193
)


(13,716
)Debt issuance costs


(3,800
)






(151
)Proceeds from the exercise of stock warrants


211







33Net cash provided by (used in) financing activities


42,832



(9,193
)


(13,750
)Increase (decrease) in cash


(910
)


(2,574
)


3,484Cash at beginning of year


910



3,484



Cash at end of year

$



$
910


$
3,484Supplemental disclosures of cash flows information:Interest paid

$
29,898


$
31,306


$
31,315Income taxes paid


494



11,864



5,622    42




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to Consolidated Financial Statements
 September 30, 2007
 (In Thousands, Except Share and Per Share Data)
  1.
    Organization
    and Description of Business      2.
    Summary
    of Significant Accounting Policies  Principles
    of Consolidation
    Stock
    Split
  1-for-5
  Use of
    Estimates
    Accounts
    Receivable
   43




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Inventories
  last-in, first-in,
  Property,
    Plant and Equipment
    Capitalized
    Interest
    Deferred
    Financing Costs
    Identifiable
    Intangible Assets
    Goodwill
    Impairment
    of Long-Lived Assets
   44




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Revenue
    Recognition
    Shipping
    and Handling Costs
    Advertising
    Costs
    Income
    Taxes
    Financial
    Instruments
  1 2 1 2
  Comprehensive
    Income/Loss
    Reclassifications
    Earnings
    Per Share
   45




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2007


2006


2005Numerator:Income (loss) used in computing basic and diluted earnings per
    share:Net income (loss)

$
(13,928
)

$
16,149


$
15,095Denominator:Denominator for basic earnings per share 
    weighted-average common shares outstanding


10,663,274



9,394,920



8,841,274Effect of dilutive securities  employee stock
    compensation plan






150,000



400,000Effect of dilutive securities  stock warrants






6,731,078



6,827,610Denominator for diluted earnings per share  adjusted
    weighted-average shares outstanding


10,663,274



16,275,998



16,068,884     Stock
    Based Compensation
    New
    Accounting Pronouncements
     46




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        3.
    Inventories    2007


2006Raw materials

$
6,941


$
7,857Work in process and finished goods


41,407



38,437Supplies


15,848



15,553$
64,196


$
61,847   4.
    Intangible
    Assets    2007


2006Gross





GrossCarrying


Accumulated


Carrying


AccumulatedAmount


Amortization


Amount


AmortizationAmortizable intangible assets:Customer lists

$
67,000


$
26,800


$
67,000


$
20,100Tradenames


16,282



1,645



16,282



1,234Other


155



41



155



31$
83,437


$
28,486


$
83,437


$
21,365    47




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  5.
    Long-Term
    Debt    2007


2006121/2% Senior
    Subordinated Notes

$
75,000


$
91/2% Senior
    Secured Notes


225,000



13% Senior Subordinated Notes






100,00011% Senior Secured Notes, less unamortized discount of
    $6,337 in 2006






126,191Term Loan Facilities






13,409Revolving credit facility


17,152



24,595317,152



264,195Less current portion


17,152



27,750$
300,000


$
236,445   1 2 1 2 1 2 1 2 1 2 1 2
    1 2 1 2
 48




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  No. 95-22,
    1 2 1 2 1 2 1 2 1 2 1 2 1 2 paid-in-kind 1 2 1 2
  1 2 1 2
    6.
    Commitments
    and Contingencies      2007


2006Machinery and equipment

$
1,757


$
1,344Less accumulated depreciation


551



214$
1,206


$
1,130  49




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Operating


CapitalLeases


Leases2008

$
1,945


$
2902009


1,286



2902010


756



2902011


456



2902012


323



391Thereafter


204



144Total minimum lease payments

$
4,970



1,695Less amount representing interest






260Present value of minimum lease payments






1,435Less current portion






213Capital lease obligations





$
1,222           7.
    Stockholders
    Equity     50




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        8.
    Income
    Taxes    Years Ended September 302007


2006


2005Current:Federal

$
(6,593
)

$
7,553


$
7,032State


352



1,314



1,568(6,241
)


8,867



8,600Deferred


(2,578
)


(10
)


(5,191
)$
(8,819
)

$
8,857


$
3,409     Years Ended September 302007


2006


2005Provision at statutory rate

$
(7,961
)

$
8,752


$
6,476State income taxes, net of federal taxes


(841
)


851



815Permanent differences due to reorganization










(885
)Change in tax method of determining LIFO inventory










(2,679
)Change in enacted state tax laws






(758
)


Other


(17
)


12



(318
)Provision (credit) for income taxes

$
(8,819
)

$
8,857


$
3,409  51




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2007


2006Deferred income tax liabilities:Inventories

$
(529
)

$
(1,195
)Property, plant and equipment


(12,339
)


(11,667
)Identifiable intangible assets


(21,220
)


(24,069
)Other


(388
)


(336
)(34,476
)


(37,267
)Deferred income tax assets:Employee benefit plans


4,697



8,926Accrued vacation


1,940



2,237Other accrued liabilities


926



997State net operating loss and credit carryforwards


909



155Other


995



873Total deferred tax assets


9,467



13,188Valuation allowance for deferred income tax assets


(55
)


(155
)9,412



13,033Net deferred income tax liability

$
(25,064
)

$
(24,234
)Included in the consolidated balance sheets as:Current deferred income tax asset

$
3,070


$
2,697Noncurrent deferred income tax liability


(28,134
)


(26,931
)$
(25,064
)

$
(24,234
)     9.
    Employee
    Benefit Plans  Defined-Benefit
    Pension Plans and Postretirement Benefits
     52




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  No. FAS 106-2,
  Adoption
    of SFAS 158
      At September 30, 2007Prior to


Effect ofAdopting


AdoptingSFAS 158


SFAS 158


As ReportedOther assets

$
5,439


$
547


$
5,986Net deferred tax liability


(22,300
)


(2,764
)


(25,064
)Other accrued liabilities


(4,563
)


(200
)


(4,763
)Postretirement benefit obligations


(9,897
)


4,628



(5,269
)Pension benefit obligations


(5,102
)


1,960



(3,142
)Accumulated other comprehensive income






(4,171
)


(4,171
)     OtherPension


PostretirementPlans


BenefitsPrior service cost (credit)

$
217


$
(219
)Net actuarial gain


(1,723
)


(2,446
)     OtherPension


PostretirementPlans


BenefitsPrior service cost (credit)

$
30


$
(32
)Net actuarial gain


(15
)


(246
)  53




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Obligations
    and Funded Status
    Pension


PostretirementBenefits


Benefits2007


2006


2007


2006Change in benefit obligation:Benefit obligation, July 1

$
71,914


$
78,162


$
5,631


$
7,351Service cost


1,798



2,328



179



153Interest cost


4,421



4,083



324



282Unrecognized prior service cost


30



30







Actuarial gains


(280
)


(10,294
)


(123
)


(1,748
)Benefits paid


(3,012
)


(2,757
)


(425
)


(407
)Benefit obligation, June 30

$
74,871


$
71,914


$
5,586


$
5,631Change in plan assets:Fair value of plan assets, July 1

$
64,373


$
54,648


$



$
Actual return on plan assets


8,781



3,963







Company contributions


574



8,519



425



407Benefits paid


(3,012
)


(2,757
)


(425
)


(407
)Fair value of plan assets, June 30

$
70,716


$
64,373


$



$
Funded status of the plans:Benefit obligation in excess of plan assets

$
(4,155
)

$
(7,541
)

$
(5,586
)

$
(5,631
)Unrecognized prior service cost (credit)






392







(396
)4th quarter
    contributions


1,560







117



101Unrecognized net (gains) losses






908







(4,215
)$
(2,595
)

$
(6,241
)

$
(5,469
)

$
(10,141
)Amounts recognized in the consolidated balance sheets at
    September 30:Prepaid benefit cost (long-term asset)

$
547


$



$



$
Accrued benefit liability (long-term liability)


(3,142
)


(8,036
)


(5,269
)


(10,141
)Accrued benefit liability (current liability)










(200
)


$
(2,595
)

$
(8,036
)

$
(5,469
)

$
(10,141
)    54




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Benefit
    Costs
    Pension Benefits


Postretirement Benefits2007


2006


2005


2007


2006


2005Service cost

$
1,798


$
2,328


$
2,008


$
179


$
153


$
161Interest cost


4,421



4,083



3,870



324



282



363Expected return on plan assets


(5,255
)


(4,732
)


(4,157
)










Amortization of prior service cost (credit)


30



30







(32
)


(33
)


(32
)Recognized net actuarial (gain) loss






185



2



(275
)


(265
)


(244
)Net periodic benefit cost

$
994


$
1,894


$
1,723


$
196


$
137


$
248   Assumptions
    Pension Benefits


Postretirement Benefits2007


2006


2007


2006Discount rate


6.25
%


6.25
%


6.25
%


6.25
%     Pension Benefits


Postretirement Benefits2007


2006


2005


2007


2006


2005Discount rate


6.25%



5.25%



6.25%



6.25
%


5.25
%


6.25
%Expected long-term rate of return on plan assets


7.50% to
    8.50%



7.50% to
    8.50%



7.50% to
    8.50%











     1% Increase


1% DecreaseEffect on total of service cost and interest cost

$
101


$
(78
)Effect on postretirement benefit obligation


934



(741
)   Pension
    Plan Assets
    2007


2006Asset category:Equity securities


56
%


51
%Debt securities


34



32Real estate


4



3Other


6



14100
%


100
%  55




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  non-U.S. stocks
    Benefit
    Payments and Contributions
    2008

$
3,1662009


3,2782010


3,4562011


3,6262012


3,9642013  2017


25,753$
43,243     Defined-Contribution
    Retirement Plans
    Other
    Employee Benefits
     56




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    10.
    Segment
    Information      Years Ended September 302007


2006


2005Revenues from external customers:Castings

$
441,524


$
495,384


$
491,159Forgings


37,113



41,222



44,348Other


18,321



20,703



22,507Elimination of intersegment revenues


(13,335
)


(14,857
)


(16,242
)$
483,623


$
542,452


$
541,772Net income (loss):Castings

$
(13,928
)

$
16,149


$
15,095Forgings


(1,551
)


(605
)


(570
)Other


(150
)


345



189Elimination of intersegment loss


1,701



260



381$
(13,928
)

$
16,149


$
15,095Total assets:Castings

$
496,219


$
472,760


$
475,725Forgings


5,927



6,399



7,040Other


10,086



10,285



13,268Elimination of intersegment assets


(68,258
)


(78,524
)


(83,478
)$
443,974


$
410,920


$
412,555   57




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Castings


Forgings


Other


TotalYear ended September 30, 2007:Interest expense

$
27,649


$
3,571


$
480


$
31,700Interest income


349



7







356Provision (credit) for income taxes


(9,933
)


1,166



(52
)


(8,819
)Depreciation and amortization expense


19,046



857



1,152



21,055Expenditures for long-lived assets


47,475



563



695



48,733Year ended September 30, 2006:Interest expense

$
29,309


$
3,368


$
733


$
33,410Interest income


78







5



83Provision for income taxes


7,077



1,569



211



8,857Depreciation and amortization expense


18,105



916



1,222



20,243Expenditures for long-lived assets


16,866



417



520



17,803Year ended September 30, 2005:Interest expense

$
29,543


$
3,387


$
489


$
33,419Interest income


13











13Provision for income taxes


1,642



479



1,288



3,409Depreciation and amortization expense


16,979



815



1,070



18,864Expenditures for long-lived assets


15,966



948



658



17,572   Geographic
    Information
  Long-LivedNet Sales


Assets(1)Year ended September 30, 2007:United States

$
462,597


$
131,550Foreign countries


21,026



$
483,623


$
131,550Year ended September 30, 2006:United States

$
521,193


$
96,878Foreign countries


21,259



$
542,452


$
96,878Year ended September 30, 2005:United States

$
509,104


$
91,250Foreign countries


32,668



$
541,772


$
91,250     (1)
    
    Represents property, plant and equipment. 58




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   11.
    Quarterly
    Results of Operations (Unaudited)  Year Ended September 30, 20071st Quarter


2nd Quarter


3rd Quarter


4th QuarterNet sales

$
117,342


$
111,789


$
126,838


$
127,654Gross profit


18,625



10,733



22,297



23,064Net income (loss)


(12,332
)(a)


(4,299
)


1,710



993
(b)Earnings (loss) per common share:Basic

$
(1.31
)

$
(0.46
)

$
0.17


$
0.07Diluted


(1.31
)


(0.46
)


0.13



0.06   Year Ended September 30, 20061st Quarter


2nd Quarter


3rd Quarter


4th QuarterNet sales

$
121,714


$
130,513


$
147,724


$
142,501Gross profit


19,090



21,219



29,951



29,634Net income


720



1,057



6,842



7,530Earnings per common share:Basic

$
0.08


$
0.12


$
0.74


$
0.80Diluted


0.05



0.07



0.42



0.47     (a)
    
    Net income for the three months ended December 31, 2006
    included $20,419 of debt refinancing costs, on a pretax basis.
    See Note 5 for further details on the debt refinancing.(b)
    
    Certain non-standard adjustments, primarily related to the
    capitalization of interest, were recorded in the fourth quarter
    of fiscal 2007. These adjustments resulted in lower net income
    of approximately $761 or $0.05 per diluted share and were deemed
    to be immaterial with respect to the impact on prior quarters. 59




---



##### Table of Contents



Report
    of Independent Registered Public Accounting Firm
             
   60




---



##### Table of Contents



Neenah
    Foundry Company
  Consolidated Balance Sheets
  September 302007


2006(In thousands, except share and per share data)AssetsCurrent assets:Cash

$



$
910Accounts receivable, less allowance for doubtful accounts of
    $2,262 in 2007 and $1,885 in 2006


81,085



85,161Inventories


64,196



61,847Refundable income taxes


6,501



Deferred income taxes


3,070



2,697Other current assets


6,479



7,425Total current assets


161,331



158,040Property, plant and equipment:Land


7,218



7,209Buildings and improvements


19,955



18,733Machinery and equipment


104,893



88,562Patterns


14,617



13,527Construction in progress


32,839



3,679179,522



131,710Less accumulated depreciation


47,972



34,832131,550



96,878Deferred financing costs, net of accumulated amortization of
    $343 in 2007 and $1,509 in 2006


3,457



1,695Identifiable intangible assets, net of accumulated amortization
    of $28,486 in 2007 and $21,365 in 2006


54,951



62,072Goodwill


86,699



86,699Other assets


5,986



5,536151,093



156,002$
443,974


$
410,920  61




---



##### Table of Contents



Neenah
    Foundry Company
  Consolidated
    Balance Sheets
  September 302007


2006(In thousands, except share and per share data)Liabilities and stockholders equityCurrent liabilities:Accounts payable

$
27,764


$
29,766Accrued wages and employee benefits


13,139



13,713Accrued interest


5,449



7,157Accrued interest  related party


2,344



Other accrued liabilities


5,016



5,474Current portion of long-term debt


17,152



27,750Current portion of capital lease obligations


213



161Total current liabilities


71,077



84,021Long-term debt


225,000



236,445Long-term debt  related party


75,000



Capital lease obligations


1,222



1,060Deferred income taxes


28,134



26,931Postretirement benefit obligations


5,269



10,141Pension benefit obligations


3,142



8,036Other liabilities


4,818



5,100Total liabilities


413,662



371,734Commitments and contingenciesStockholders equity:Common stock, par value $100 per share; 1,000 shares
    authorized, issued and outstanding


100



100Capital in excess of par value


5,470



5,429Retained earnings


20,571



34,499Accumulated other comprehensive income (loss)


4,171



(842
)Total stockholders equity


30,312



39,186$
443,974


$
410,920    62




---



##### Table of Contents



Neenah
    Foundry Company
  Consolidated Statements of Operations
  Years EndedSeptember 302007


2006


2005(In thousands)Net sales

$
483,623


$
542,452


$
541,772Cost of sales


408,904



442,558



440,818Gross profit


74,719



99,894



100,954Selling, general and administrative expenses


38,119



34,314



34,467Litigation settlement










6,500Amortization expense


7,121



7,120



7,124Loss on disposal of property, plant and equipment


453



127



953Operating income


29,026



58,333



51,910Other income (expense):Interest expense


(24,610
)


(33,410
)


(33,419
)Interest expense  related party


(7,090
)






Interest income


356



83



13Debt refinancing costs


(20,429
)






Income (loss) before income taxes


(22,747
)


25,006



18,504Provision (credit) for income taxes


(8,819
)


8,857



3,409Net income (loss)

$
(13,928
)

$
16,149


$
15,095    63




---



##### Table of Contents



Neenah
    Foundry Company
  Consolidated Statements of Changes in Stockholders Equity
    (Deficit)
  AccumulatedOtherCapital





ComprehensiveCommon


in Excess of


Retained


(Loss)Stock


Par Value


Earnings


Income


Total(In thousands)Balance at September 30, 2004

$
100


$
5,429


$
3,255


$



$
8,784Components of comprehensive income:Net income










15,095







15,095Pension liability adjustment, net of tax effect of $4,350














(6,526
)


(6,526
)Total comprehensive income


















8,569Balance at September 30, 2005


100



5,429



18,350



(6,526
)


17,353Components of comprehensive income:Net income










16,149







16,149Pension liability adjustment, net of tax effect of $(3,789)














5,684



5,684Total comprehensive income


















21,833Balance at September 30, 2006


100



5,429



34,499



(842
)


39,186Components of comprehensive loss:Net loss










(13,928
)






(13,928
)Pension liability adjustment, net of tax effect of $(561)














842



842Total comprehensive loss


















(13,086
)Stock based compensation






41











41Adjustment to initially apply SFAS 158, net of tax effect
    of $(2,764)














4,171



4,171Balance at September 30, 2007

$
100


$
5,470


$
20,571


$
4,171


$
30,312    64




---



##### Table of Contents



Neenah
    Foundry Company
  Consolidated Statements of Cash Flows
  Years EndedSeptember 302007


2006


2005(In thousands)Operating activitiesNet income (loss)

$
(13,928
)

$
16,149


$
15,095Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Provision for obsolete inventories


669



318



356Provision for bad debts


1,047



433



2,153Depreciation


13,934



13,123



11,740Amortization of identifiable intangible assets


7,121



7,120



7,124Amortization of deferred financing costs and discount on notes


862



2,081



2,110Write-off of deferred financing costs and discount on notes


7,512







Loss on disposal of property, plant and equipment


453



127



953Deferred income taxes


(2,578
)


(10
)


(5,191
)Stock based compensation expense


41







Changes in operating assets and liabilities:Accounts receivable


3,029



201



(6,628
)Inventories


(3,018
)


(3,042
)


1,640Other current assets


(5,555
)


(528
)


281Accounts payable


(2,002
)


(539
)


1,155Accrued liabilities


(530
)


(5,349
)


6,719Postretirement benefit obligations


(245
)


(263
)


(171
)Pension benefit obligations


(1,139
)


(5,284
)


(3,631
)Other liabilities


(282
)


214



(118
)Net cash provided by operating activities


5,391



24,751



33,587Investing activitiesPurchase of property, plant and equipment


(48,733
)


(17,803
)


(17,572
)Proceeds from sale of property, plant and equipment


88



196



905Other


(277
)


(525
)


347Net cash used in investing activities


(48,922
)


(18,132
)


(16,320
)Financing activitiesProceeds from long-term debt


225,000







84Proceeds from long-term debt  related party


75,000







Payments on debt and capital lease obligations


(253,579
)


(9,193
)


(13,716
)Debt issuance costs


(3,800
)






(151
)Net cash provided by (used in) financing activities


42,621



(9,193
)


(13,783
)Increase (decrease) in cash


(910
)


(2,574
)


3,484Cash at beginning of year


910



3,484



Cash at end of year

$



$
910


$
3,484Supplemental disclosures of cash flows information:Interest paid

$
29,898


$
31,306


$
31,315Income taxes paid


494



11,864



5,622    65




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial Statements
 September 30, 2007
 (In Thousands, Except Share and Per Share Data)
  1.
    Organization
    and Description of Business      2.
    Summary
    of Significant Accounting Policies  Principles
    of Consolidation
    Use of
    Estimates
    Accounts
    Receivable
   66




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Inventories
  last-in, first-in,
  Property,
    Plant and Equipment
    Capitalized
    Interest
    Deferred
    Financing Costs
    Identifiable
    Intangible Assets
    Goodwill
    Impairment
    of Long-Lived Assets
    Revenue
    Recognition
   67




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Shipping
    and Handling Costs
    Advertising
    Costs
    Income
    Taxes
    Financial
    Instruments
  1 2 1 2
  Comprehensive
    Income/Loss
    Reclassifications
    Stock
    Based Compensation
    New
    Accounting Pronouncements
   68




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
          3.
    Inventories    2007


2006Raw materials

$
6,941


$
7,857Work in process and finished goods


41,407



38,437Supplies


15,848



15,553$
64,196


$
61,847  69




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
  4.
    Intangible
    Assets    2007


2006Gross





GrossCarrying


Accumulated


Carrying


AccumulatedAmount


Amortization


Amount


AmortizationAmortizable intangible assets:Customer lists

$
67,000


$
26,800


$
67,000


$
20,100Tradenames


16,282



1,645



16,282



1,234Other


155



41



155



31$
83,437


$
28,486


$
83,437


$
21,365     5.
    Long-Term
    Debt    2007


2006121/2% Senior
    Subordinated Notes

$
75,000


$
91/2% Senior
    Secured Notes


225,000



13% Senior Subordinated Notes






100,00011% Senior Secured Notes, less unamortized discount of
    $6,337 in 2006






126,191Term Loan Facilities






13,409Revolving credit facility


17,152



24,595317,152



264,195Less current portion


17,152



27,750$
300,000


$
236,445   1 2 1 2 1 2 1 2 1 2 1 2
   70




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
    1 2 1 2 No. 95-22,
    1 2 1 2 1 2 1 2 1 2 1 2 1 2 paid-in-kind 1 2 1 2
  1 2 1 2
    6.
    Commitments
    and Contingencies   71




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2007


2006Machinery and equipment

$
1,757


$
1,344Less accumulated depreciation


551



214$
1,206


$
1,130     Operating


CapitalLeases


Leases2008

$
1,945


$
2902009


1,286



2902010


756



2902011


456



2902012


323



391Thereafter


204



144Total minimum lease payments

$
4,970



1,695Less amount representing interest






260Present value of minimum lease payments






1,435Less current portion






213Capital lease obligations





$
1,222          72




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
  7.
    Stockholders
    Equity          8.
    Income
    Taxes    Years Ended September 302007


2006


2005Current:Federal

$
(6,593
)

$
7,553


$
7,032State


352



1,314



1,568(6,241
)


8,867



8,600Deferred


(2,578
)


(10
)


(5,191
)$
(8,819
)

$
8,857


$
3,409  73




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Years Ended September 302007


2006


2005Provision at statutory rate

$
(7,961
)

$
8,752


$
6,476State income taxes, net of federal taxes


(841
)


851



815Permanent differences due to reorganization










(885
)Change in tax method of determining LIFO inventory










(2,679
)Change in enacted state tax laws






(758
)


Other


(17
)


12



(318
)Provision (credit) for income taxes

$
(8,819
)

$
8,857


$
3,409     2007


2006Deferred income tax liabilities:Inventories

$
(529
)

$
(1,195
)Property, plant and equipment


(12,339
)


(11,667
)Identifiable intangible assets


(21,220
)


(24,069
)Other


(388
)


(336
)(34,476
)


(37,267
)Deferred income tax assets:Employee benefit plans


4,697



8,926Accrued vacation


1,940



2,237Other accrued liabilities


926



997State net operating loss and credit carryforwards


909



155Other


995



873Total deferred tax assets


9,467



13,188Valuation allowance for deferred income tax assets


(55
)


(155
)9,412



13,033Net deferred income tax liability

$
(25,064
)

$
(24,234
)Included in the consolidated balance sheets as:Current deferred income tax asset

$
3,070


$
2,697Noncurrent deferred income tax liability


(28,134
)


(26,931
)$
(25,064
)

$
(24,234
)    74




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
  9.
    Employee
    Benefit Plans  Defined-Benefit
    Pension Plans and Postretirement Benefits
      No. FAS 106-2,
  Adoption
    of SFAS 158
     75




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
    At September 30, 2007Prior to


Effect ofAdopting


AdoptingSFAS 158


SFAS 158


As ReportedOther assets

$
5,439


$
547


$
5,986Net deferred tax liability


(22,300
)


(2,764
)


(25,064
)Other accrued liabilities


(4,563
)


(200
)


(4,763
)Postretirement benefit obligations


(9,897
)


4,628



(5,269
)Pension benefit obligations


(5,102
)


1,960



(3,142
)Accumulated other comprehensive income






(4,171
)


(4,171
)     OtherPension


PostretirementPlans


BenefitsPrior service cost (credit)

$
217


$
(219
)Net actuarial gain


(1,723
)


(2,446
)     OtherPension


PostretirementPlans


BenefitsPrior service cost (credit)

$
30


$
(32
)Net actuarial gain


(15
)


(246
)  76




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Obligations
    and Funded Status
    Pension


PostretirementBenefits


Benefits2007


2006


2007


2006Change in benefit obligation:Benefit obligation, July 1

$
71,914


$
78,162


$
5,631


$
7,351Service cost


1,798



2,328



179



153Interest cost


4,421



4,083



324



282Unrecognized prior service cost


30



30







Actuarial gains


(280
)


(10,294
)


(123
)


(1,748
)Benefits paid


(3,012
)


(2,757
)


(425
)


(407
)Benefit obligation, June 30

$
74,871


$
71,914


$
5,586


$
5,631Change in plan assets:Fair value of plan assets, July 1

$
64,373


$
54,648


$



$
Actual return on plan assets


8,781



3,963







Company contributions


574



8,519



425



407Benefits paid


(3,012
)


(2,757
)


(425
)


(407
)Fair value of plan assets, June 30

$
70,716


$
64,373


$



$
Funded status of the plans:Benefit obligation in excess of plan assets

$
(4,155
)

$
(7,541
)

$
(5,586
)

$
(5,631
)Unrecognized prior service cost (credit)






392







(396
)4th quarter contributions


1,560







117



101Unrecognized net (gains) losses






908







(4,215
)$
(2,595
)

$
(6,241
)

$
(5,469
)

$
(10,141
)Amounts recognized in the consolidated balance sheets at
    September 30:Prepaid benefit cost (long-term asset)

$
547


$



$



$
Accrued benefit liability (long-term liability)


(3,142
)


(8,036
)


(5,269
)


(10,141
)Accrued benefit liability (current liability)










(200
)


$
(2,595
)

$
(8,036
)

$
(5,469
)

$
(10,141
)    77




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Benefit
    Costs
    Pension Benefits


Postretirement Benefits2007


2006


2005


2007


2006


2005Service cost

$
1,798


$
2,328


$
2,008


$
179


$
153


$
161Interest cost


4,421



4,083



3,870



324



282



363Expected return on plan assets


(5,255
)


(4,732
)


(4,157
)










Amortization of prior service cost (credit)


30



30







(32
)


(33
)


(32
)Recognized net actuarial (gain) loss






185



2



(275
)


(265
)


(244
)Net periodic benefit cost

$
994


$
1,894


$
1,723


$
196


$
137


$
248   Assumptions
    Pension Benefits


Postretirement Benefits2007


2006


2007


2006Discount rate


6.25
%


6.25
%


6.25
%


6.25
%     Pension Benefits


Postretirement Benefits2007


2006


2005


2007


2006


2005Discount rate


6.25
%


5.25
%


6.25
%


6.25
%


5.25
%


6.25
%Expected long-term rate of return on plan assets


7.50
% to


7.50
% to


7.50
% to8.50
%


8.50
%


8.50
%










     1% Increase


1% DecreaseEffect on total of service cost and interest cost

$
101


$
(78
)Effect on postretirement benefit obligation


934



(741
)  78




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Pension
    Plan Assets
    2007


2006Asset category:Equity securities


56
%


51
%Debt securities


34



32Real estate


4



3Other


6



14100
%


100
%   non-U.S. stocks
    Benefit
    Payments and Contributions
    2008

$
3,1662009


3,2782010


3,4562011


3,6262012


3,9642013  2017


25,753$
43,243     Defined-Contribution
    Retirement Plans
   79




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Other
    Employee Benefits
        10.
    Segment
    Information      80




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Years Ended September 302007


2006


2005Revenues from external customers:Castings

$
441,524


$
495,384


$
491,159Forgings


37,113



41,222



44,348Other


18,321



20,703



22,507Elimination of intersegment revenues


(13,335
)


(14,857
)


(16,242
)$
483,623


$
542,452


$
541,772Net income (loss):Castings

$
(13,928
)

$
16,149


$
15,095Forgings


(1,551
)


(605
)


(570
)Other


(150
)


345



189Elimination of intersegment loss


1,701



260



381$
(13,928
)

$
16,149


$
15,095Total assets:Castings

$
496,219


$
472,760


$
475,725Forgings


5,927



6,399



7,040Other


10,086



10,285



13,268Elimination of intersegment assets


(68,258
)


(78,524
)


(83,478
)$
443,974


$
410,920


$
412,555   Castings


Forgings


Other


TotalYear ended September 30, 2007:Interest expense

$
27,649


$
3,571


$
480


$
31,700Interest income


349



7







356Provision (credit) for income taxes


(9,933
)


1,166



(52
)


(8,819
)Depreciation and amortization expense


19,046



857



1,152



21,055Expenditures for long-lived assets


47,475



563



695



48,733Year ended September 30, 2006:Interest expense

$
29,309


$
3,368


$
733


$
33,410Interest income


78







5



83Provision for income taxes


7,077



1,569



211



8,857Depreciation and amortization expense


18,105



916



1,222



20,243Expenditures for long-lived assets


16,866



417



520



17,803Year ended September 30, 2005:Interest expense

$
29,543


$
3,387


$
489


$
33,419Interest income


13











13Provision for income taxes


1,642



479



1,288



3,409Depreciation and amortization expense


16,979



815



1,070



18,864Expenditures for long-lived assets


15,966



948



658



17,572  81




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Geographic
    Information
  Long-LivedNet Sales


Assets(1)Year ended September 30, 2007:United States

$
462,597


$
131,550Foreign countries


21,026



$
483,623


$
131,550Year ended September 30, 2006:United States

$
521,193


$
96,878Foreign countries


21,259



$
542,452


$
96,878Year ended September 30, 2005:United States

$
509,104


$
91,250Foreign countries


32,668



$
541,772


$
91,250     (1)
    
    Represents property, plant and equipment. 82




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
   11.
    Subsidiary
    Guarantors  1 2 1 2
  Condensed
    Consolidating Balance Sheet
  September 30,
    2007
  SubsidiaryNeenah


Guarantors


Eliminations


ConsolidatedASSETSCurrent assets:Cash (overdraft)

$
969


$
(969
)

$



$
Accounts receivable, net


37,052



44,033







81,085Inventories


25,143



39,053







64,196Refundable income taxes


6,501











6,501Deferred income taxes


(409
)


3,479







3,070Other current assets


4,072



2,407







6,479Total current assets


73,328



88,003







161,331Investments in and advances to subsidiaries


123,314







(123,314
)


Property, plant and equipment, net


73,683



57,867







131,550Deferred financing costs, identifiable intangible assets and
    goodwill, net


130,290



14,817







145,107Other assets


1,711



4,275







5,986$
402,326


$
164,962


$
(123,314
)

$
443,974LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
10,236


$
17,528


$



$
27,764Net intercompany payable






111,947



(111,947
)


Accrued wages and employee benefits


4,985



8,154







13,139Accrued interest


7,793











7,793Other accrued liabilities


3,262



1,754







5,016Current portion of long-term debt


17,152











17,152Current portion of capital lease obligations






213







213Total current liabilities


43,428



139,596



(111,947
)


71,077Long-term debt


300,000











300,000Capital lease obligations






1,222







1,222Deferred income taxes


19,945



8,189







28,134Postretirement benefit obligations


5,269











5,269Pension benefit obligations


1,409



1,733







3,142Other liabilities


1,963



2,855







4,818Stockholders equity


30,312



11,367



(11,367
)


30,312$
402,326


$
164,962


$
(123,314
)

$
443,974  83




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Condensed
    Consolidating Balance Sheet
  September 30,
    2006
  SubsidiaryNeenah


Guarantors


Eliminations


ConsolidatedASSETSCurrent assets:Cash (overdraft)

$
2,433


$
(1,523
)

$



$
910Accounts receivable, net


43,452



41,709







85,161Inventories


22,990



38,857







61,847Deferred income taxes


4,169



(1,472
)






2,697Other current assets


4,930



2,495







7,425Total current assets


77,974



80,066







158,040Investments in and advances to subsidiaries


115,243







(115,243
)


Property, plant and equipment, net


41,183



55,695







96,878Deferred financing costs, identifiable intangible assets and
    goodwill, net


134,233



16,233







150,466Other assets


1,952



3,584







5,536$
370,585


$
155,578


$
(115,243
)

$
410,920LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
10,147


$
19,619


$



$
29,766Net intercompany payable






89,207



(89,207
)


Accrued wages and employee benefits


6,478



7,235







13,713Accrued interest


7,157











7,157Other accrued liabilities


3,572



1,902







5,474Current portion of long-term debt


27,750











27,750Current portion of capital lease obligations






161







161Total current liabilities


55,104



118,124



(89,207
)


84,021Long-term debt


236,445











236,445Capital lease obligations






1,060







1,060Deferred income taxes


23,740



3,191







26,931Postretirement benefit obligations


10,141











10,141Pension benefit obligations


3,982



4,054







8,036Other liabilities


1,987



3,113







5,100Stockholders equity


39,186



26,036



(26,036
)


39,186$
370,585


$
155,578


$
(115,243
)

$
410,920  84




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Condensed
    Consolidating Statement of Operations
  Year
    ended September 30, 2007
  SubsidiaryNeenah


Guarantors


Eliminations


ConsolidatedNet sales

$
219,645


$
270,371


$
(6,393
)

$
483,623Cost of sales


166,750



248,547



(6,393
)


408,904Gross profit


52,895



21,824







74,719Selling, general and administrative expenses


20,311



17,808







38,119Amortization expense


5,706



1,415







7,121Loss on disposal of equipment


161



292







453Operating income


26,717



2,309







29,026Other income (expense):Interest expense


(15,225
)


(16,475
)






(31,700
)Interest income


304



52







356Debt refinancing costs


(20,429
)










(20,429
)(35,350
)


(16,423
)






(51,773
)Loss from operations before income taxes and equity in losses of
    subsidiaries


(8,633
)


(14,114
)






(22,747
)Provision (credit) for income taxes


(10,272
)


1,453







(8,819
)1,639



(15,567
)






(13,928
)Equity in losses of subsidiaries


(15,567
)






15,567



Net loss

$
(13,928
)

$
(15,567
)

$
15,567


$
(13,928
)  85




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Condensed
    Consolidating Statement of Operations
  Year
    ended September 30, 2006
  SubsidiaryNeenah


Guarantors


Eliminations


ConsolidatedNet sales

$
251,813


$
297,641


$
(7,002
)

$
542,452Cost of sales


181,318



268,242



(7,002
)


442,558Gross profit


70,495



29,399







99,894Selling, general and administrative expenses


18,416



15,898







34,314Amortization expense


5,705



1,415







7,120Loss (gain) on disposal of equipment


247



(120
)






127Operating income


46,127



12,206







58,333Other income (expense):Interest expense


(17,842
)


(15,568
)






(33,410
)Interest income






83







83(17,842
)


(15,485
)






(33,327
)Income (loss) from operations before income taxes and equity in
    losses of subsidiaries


28,285



(3,279
)






25,006Provision for income taxes


4,103



4,754







8,85724,182



(8,033
)






16,149Equity in losses of subsidiaries


(8,033
)






8,033



Net income (loss)

$
16,149


$
(8,033
)

$
8,033


$
16,149  86




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Condensed
    Consolidating Statement of Operations
  Year
    ended September 30, 2005
  SubsidiaryNeenah


Guarantors


Eliminations


ConsolidatedNet sales

$
241,467


$
306,635


$
(6,330
)

$
541,772Cost of sales


177,897



269,251



(6,330
)


440,818Gross profit


63,570



37,384







100,954Selling, general and administrative expenses


24,169



16,798







40,967Amortization expense


5,705



1,419







7,124Loss on disposal of equipment


367



586







953Operating income


33,329



18,581







51,910Other income (expense):Interest expense


(17,767
)


(15,652
)






(33,419
)Interest income






13







13(17,767
)


(15,639
)






(33,406
)Income from operations before income taxes and equity in losses
    of subsidiaries


15,562



2,942







18,504Provision (credit) for income taxes


(3,784
)


7,193







3,40919,346



(4,251
)






15,095Equity in losses of subsidiaries


(4,251
)






4,251



Net income (loss)

$
15,095


$
(4,251
)

$
4,251


$
15,095  87




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Condensed
    Consolidating Statement of Cash Flows
  Year
    ended September 30, 2007
  SubsidiaryNeenah


Guarantors


Eliminations


ConsolidatedOperating activitiesNet loss

$
(13,928
)

$
(15,567
)

$
15,567


$
(13,928
)Noncash adjustments


18,773



10,288







29,061Changes in operating assets and liabilities


(5,784
)


(3,958
)






(9,742
)Net cash provided by (used in) operating activities


(939
)


(9,237
)


15,567



5,391Investing activitiesInvestments in and advances to subsidiaries


(7,368
)


22,935



(15,567
)


Purchase of property, plant and equipment


(36,234
)


(12,499
)






(48,733
)Other


256



(445
)






(189
)Net cash provided by (used in) investing activities


(43,346
)


9,991



(15,567
)


(48,922
)Financing activityProceeds from long-term debt


300,000











300,000Payments on long-term debt and capital lease obligations


(240,462
)


(200
)






(240,662
)Other


(16,717
)










(16,717
)Net cash provided by (used in) financing activities


42,821



(200
)






42,621Increase (decrease) in cash


(1,464
)


554







(910
)Cash (overdraft) at beginning of year


2,433



(1,523
)






910Cash (overdraft) at end of year

$
969


$
(969
)

$



$
  88




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Condensed
    Consolidating Statement of Cash Flows
  Year
    ended September 30, 2006
  SubsidiaryNeenah


Guarantors


Eliminations


ConsolidatedOperating activitiesNet income (loss)

$
16,149


$
(8,033
)

$
8,033


$
16,149Noncash adjustments


12,228



10,964







23,192Changes in operating assets and liabilities


(14,471
)


(119
)






(14,590
)Net cash provided by operating activities


13,906



2,812



8,033



24,751Investing activitiesInvestments in and advances to subsidiaries


733



7,300



(8,033
)


Purchase of property, plant and equipment


(8,003
)


(9,800
)






(17,803
)Other


(94
)


(235
)






(329
)Net cash used in investing activities


(7,364
)


(2,735
)


(8,033
)


(18,132
)Financing activityPayments on long-term debt and capital lease obligations


(9,061
)


(132
)






(9,193
)Decrease in cash


(2,519
)


(55
)






(2,574
)Cash (overdraft) at beginning of year


4,952



(1,468
)






3,484Cash (overdraft) at end of year

$
2,433


$
(1,523
)

$



$
910  89




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Condensed
    Consolidating Statement of Cash Flows
  Year
    ended September 30, 2005
  SubsidiaryNeenah


Guarantors


Eliminations


ConsolidatedOperating activitiesNet income (loss)

$
15,095


$
(4,251
)

$
4,251


$
15,095Noncash adjustments


6,637



12,608







19,245Changes in operating assets and liabilities


5,428



(6,181
)






(753
)Net cash provided by operating activities


27,160



2,176



4,251



33,587Investing activitiesInvestments in and advances to subsidiaries


(4,129
)


8,380



(4,251
)


Purchase of property, plant and equipment


(7,678
)


(9,894
)






(17,572
)Other


197



1,055







1,252Net cash used in investing activities


(11,610
)


(459
)


(4,251
)


(16,320
)Financing activitiesProceeds from long-term debt






84







84Payments on long-term debt


(12,130
)


(1,586
)






(13,716
)Debt issuance costs


(151
)










(151
)Net cash used in financing activities


(12,281
)


(1,502
)






(13,783
)Increase in cash


3,269



215







3,484Cash (overdraft) at beginning of year


1,683



(1,683
)






Cash (overdraft) at end of year

$
4,952


$
(1,468
)

$



$
3,484   12.
    Quarterly
    Results of Operations (Unaudited)  Year Ended September 30, 20071st Quarter


2nd Quarter


3rd Quarter


4th QuarterNet sales

$
117,342


$
111,789


$
126,838


$
127,654Gross profit


18,625



10,733



22,297



23,064Net income (loss)


(12,332
)(a)


(4,299
)


1,710



993
(b)   Year Ended September 30, 20061st Quarter


2nd Quarter


3rd Quarter


4th QuarterNet sales

$
121,714


$
130,513


$
147,724


$
142,501Gross profit


19,090



21,219



29,951



29,634Net income


720



1,057



6,842



7,530     (a)
    
    Net income for the three months ended December 31, 2006
    included $20,419 of debt refinancing costs, on a pretax basis.
    See Note 5 for further details on the debt refinancing.(b)
    
    Certain non-standard adjustments, primarily related to the
    capitalization of interest, were recorded in the fourth quarter
    of fiscal 2007. These adjustments resulted in lower net income
    of approximately $761 and were deemed to be immaterial with
    respect to the impact on prior quarters. 90




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Report
    of Independent Registered Public Accounting Firm
     Form 10-K).
       91




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##### Table of Contents



Schedule II
  Neenah
    Enterprises, Inc.
    Neenah Foundry Company
    Valuation and Qualifying Accounts
    Years ended September 30, 2005, 2006, and 2007
  Balance at


AdditionsBeginning


Charged to





Balance atDescription

of Period


Expense


Deductions


End of Period(Dollars in thousands)Allowance for doubtful  accounts receivable:2005

$
1,142


$
2,153


$
1,202
(A)

$
2,0932006

$
2,093


$
433


$
641
(A)

$
1,8852007

$
1,885


$
1,047


$
670
(A)

$
2,262Reserve for obsolete inventory:2005

$
735


$
356


$
90
(B)

$
1,0012006

$
1,001


$
318


$
315
(B)

$
1,0042007

$
1,004


$
669


$
73
(B)

$
1,600     (A)
    
    Uncollectible accounts written off, net of recoveries(B)
    
    Reduction for disposition of inventory 92




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##### Table of Contents



SIGNATURES
          /s/  Gary
    W. LaChey        /s/  Robert
    E. Ostendorf, Jr.Robert
    E. Ostendorf, Jr.

President and Chief Executive Officer, Director (Principal
    Executive Officer)/s/  Gary
    W. LaCheyGary
    W. LaChey

Corporate Vice President  Finance and Chief Financial
    Officer (Principal Financial and Principal Accounting Officer)/s/  William
    M. BarrettWilliam
    M. Barrett

Director/s/  Albert
    E. Ferrara, Jr.Albert
    E. Ferrara, Jr.

Director/s/  David
    B. GendellDavid
    B. Gendell

Director/s/  Stephen
    E. K. GrahamStephen
    E. K. Graham

Director/s/  Joseph
    V. LashJoseph
    V. Lash

Director/s/  Jeffrey
    G. MarshallJeffrey
    G. Marshall

Director  93




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##### Table of Contents



94




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##### Table of Contents



NEENAH
    ENTERPRISES, INC.
    (formerly known as ACP Holding Company)
    and
    NEENAH FOUNDRY COMPANY
  EXHIBIT INDEX
 TO
 2007 ANNUAL REPORT ON
    FORM 10-K
  Exhibit



Incorporated Herein

FiledNumber

Description

By Reference To

Herewith2
.1

Disclosure Statement for Pre-Petition of Votes with respect to
    the Prepackaged Joint Plan of Reorganization of ACP Holding
    Company (now known as Neenah Enterprises, Inc.), NFC Castings,
    Inc., and Neenah Foundry Company

Exhibit T3E-1 to application for qualification of indenture on
    Form T-3 filed 7/1/03 (File No. 022-28687)2
.2

Prepackaged Joint Plan of Reorganization of ACP Holding Company,
    NFC Castings, Inc., Neenah Foundry Company and Certain of its
    Subsidiaries under Chapter 11 of the United States
    Bankruptcy Code

Exhibit T3E-2 to application for qualification of indenture on
    Form T-3 filed 7/1/03 (File No. 022-28687)3
.1

Fourth Amended and Restated Certificate of Incorporation of
    Neenah Enterprises, Inc.

Exhibit 3.3 to Amendment No. 2 to Neenah Enterprises,
    Inc.s Form 10 Registration Statement (SEC File No.
    000-52681)3
.2

Amended and Restated Certificate [Articles] of Incorporation of
    Neenah Foundry Company

Exhibit 3.1 to Neenah Foundry Companys Form 10-K for the
    fiscal year ended September 30, 2005 (the 2005 Form
    10-K)3
.3

Amended and Restated Certificate of Incorporation of NFC
    Castings, Inc.

Exhibit 3.3 to the 2005 Form 10-K3
.4

Amended and Restated Bylaws of Neenah Enterprises, Inc.

Exhibit 3.4 to Amendment No. 2 to Neenah Enterprises,
    Inc.s Form 10 Registration Statement (SEC File No.
    000-52681)3
.5

Amended Bylaws of Neenah Foundry Company



X3
.6

Amended Bylaws of NFC Castings, Inc.

Exhibit 3.19 to the 2005 Form 10-K4
.1

Warrant Agreement, dated October 8, by and between ACP
    Holding Company and the Bank of New York as warrant agent

Exhibit 10.3 hereto4
.2

[Reserved]4
.3

Indenture by and among Neenah Foundry Company, the guarantors
    named therein, and The Bank of New York Trust Company,
    N.A., as Trustee, dated as of December 29, 2006, for the
    91/2% Senior
    Secured Notes due 2017

Exhibit 10.4 hereto4
.4

Form of Note for the
    91/2% Senior
    Secured Notes due 2017

Exhibit 10.5 hereto4
.5

121/2% Senior
    Subordinated Note due 2013

Exhibit 10.7 hereto 95




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##### Table of Contents



Exhibit



Incorporated Herein

FiledNumber

Description

By Reference To

Herewith10
.1

Amended and Restated Loan and Security Agreement, dated as of
    December 29, 2006, by and among Neenah Foundry Company, its
    subsidiaries party thereto, the various lenders party thereto
    and Bank of America, N.A., as agent

Exhibit 10.13 to Neenah Foundry Companys Quarterly Report
    on Form 10-Q for the Quarter Ended March 31, 200710
.1(a)

Amendment No. 1, dated as of February 9, 2007, to
    Amended and Restated Loan and Security Agreement, dated as of
    December 29, 2006, by and among Neenah Foundry Company, its
    subsidiaries party thereto, the various lenders party thereto
    and Bank of America, N.A., as agent

Exhibit 10.6 to Neenah Foundry Companys Quarterly Report
    on Form 10-Q for the Quarter Ended June 30, 200710
.2

Subscription Agreement, dated as of October 7, 2003, by and
    among ACP Holding Company, Neenah Foundry Company, the
    subsidiary Guarantors named therein and the Investors as defined
    therein

Exhibit 10.2 to Neenah Foundry Companys Form S-4
    Registration Statement (File No. 333-111008) filed on December
    8, 2003 (the 2003 Neenah Foundry Company Form S-4)10
.3

Warrant Agreement, dated October 8, 2003, by and between
    ACP Holding Company and the Bank of New York as warrant agent

Exhibit 10.4 to the 2005 Form 10-K10
.4

Indenture by and among Neenah Foundry Company, the guarantors
    named therein, and The Bank of New York Trust Company,
    N.A., as Trustee, dated as of December 29, 2006, for the
    91/2% Senior
    Secured Notes due 2017

Exhibit 4.1 to Neenah Foundry Companys Current Report on
    Form 8-K dated December 29, 200610
.5

Form of Note for the
    91/2% Senior
    Secured Notes due 2017

Exhibit A to the Indenture filed as Exhibit 10.4 hereto10
.6

Registration Rights Agreement with respect to
    91/2% Senior
    Secured Notes due 2017, by and among Neenah Foundry Company, the
    guarantors named therein, and Credit Suisse Securities (USA)
    LLC, dated December 29, 2006

Exhibit 4.3 to Neenah Foundry Companys Current Report on
    Form 8-K dated December 29, 200610
.7

121/2% Senior
    Subordinated Note due 2013 issued by Neenah Foundry Company to
    Tontine Capital Partners, L.P., including the form of indenture
    relating to the
    121/2% Senior
    Subordinated Note due 2013

Exhibit 4.2 to Neenah Foundry Companys Current Report on
    Form 8-K dated December 29, 200610
.8

Registration Rights Agreement with respect to
    121/2% Senior
    Subordinated Notes due 2013, by and among Neenah Foundry
    Company, the guarantors named therein, and Tontine Capital
    Partners, L.P., dated December 29, 2006

Exhibit 4.4 to Neenah Foundry Companys Current Report on
    Form 8-K dated December 29, 2006 96




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##### Table of Contents



Exhibit



Incorporated Herein

FiledNumber

Description

By Reference To

Herewith10
.9

Exchange Agreement by and among Neenah Foundry Company, the
    guarantors named therein, and Tontine Capital Partners, L.P.,
    dated December 29, 2006, relating to the exchange by
    Tontine of $75 million of Neenah foundry Companys
    13% Senior Subordinated Notes due 2013 for the
    121/2% Senior
    Subordinated Notes due 2013

Exhibit 10.1 to Neenah Foundry Companys Current Report on
    Form 8-K dated December 29, 200610
.10*

Form of Amendment to the Employment Agreements and Restricted
    Grants listed in Exhibits 10.10(a), 10.11(b), 10.12, 10.13
    through 10.16, 10.17 and 10.18

Exhibit 10.10 to the 2005 Form 10-K10
.10 (a)*

Employment Agreement and Restricted Stock Grant by and among
    Neenah Foundry Company, ACP Holding Company and John Andrews

Exhibit 10.9 to Amendment No. 1 to Neenah Foundry Companys
    Form S-4 Registration Statement (File
    No. 333-111008)
    filed on January 28, 2004 (the 1/28/04 S-4 Amendment)10
.11 (a)*

Employment Agreement and Restricted Stock Grant by and among
    Neenah Foundry Company, ACP Holding Company and William M.
    Barrett

Exhibit 10.10 to the 1/28/04 S-4 Amendment10
.11 (b)*

Employment Agreement by and among Neenah Foundry Company, ACP
    Holding Company and William M. Barrett

Exhibit 10.1 to Neenah Foundry Companys Current Report on
    Form 8-K dated June 29, 200710
.12*

Employment Agreement and Restricted Stock Grant by and among
    Dalton Corporation, ACP Holding Company and Joseph L. DeRita

Exhibit 10.11 to the 1/28/04 S-4 Amendment10
.12(a)*

Agreement for Payment of Supplemental Benefits to Joseph L.
    DeRita



X10
.13*

Employment Agreement and Restricted Stock Grant by and among
    Neenah Foundry Company, ACP Holding Company and Frank C.
    Headington

Exhibit 10.12 to the 1/28/04 S-4 Amendment10
.14*

Employment Agreement and Restricted Stock Grant by and among
    Neenah Foundry Company, ACP Holding Company and Timothy Koller

Exhibit 10.13 to the 1/28/04 S-4 Amendment10
.15*

Employment Agreement and Restricted Stock Grant by and among
    Neenah Foundry Company, ACP Holding Company and Gary W. LaChey

Exhibit 10.14 to the 1/28/04 S-4 Amendment10
.16*

Employment Agreement and Restricted Stock Grant by and among
    Neenah Foundry Company, ACP Holding Company and William Martin

Exhibit 10.15 to the 1/28/04 S-4 Amendment10
.16 (a)*

Employment Agreement and Restricted Stock Grant by and among
    Neenah Foundry Company, ACP Holding Company and Robert E.
    Ostendorf, Jr.

Exhibit 10.1 to Neenah Foundry Companys Current Report on
    Form 8-K dated June 5, 2007 97




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##### Table of Contents



Exhibit



Incorporated Herein

FiledNumber

Description

By Reference To

Herewith10
.17*

Employment Agreement and Restricted Stock Grant by and among
    Dalton Corporation, ACP Holding Company and Steve Shaffer

Exhibit 10.16 to the 1/28/04 S-4 Amendment10
.18*

Employment Agreement and Restricted Stock Grant by and among
    Neenah Foundry Company, ACP Holding Company and Joseph Varkoly

Exhibit 10.17 to the 1/28/04 S-4 Amendment10
.19*

Neenah Foundry Company 2003 Management Annual Incentive Plan

Exhibit 10.18 to the 2003 Neenah Foundry Company Form S-410
.19(a)*

Summary of Amendment to Neenah Foundry Company 2003 Management
    Annual Incentive Plan

Exhibit 10.19(a) to the 2005 Form 10-K10
.19(b)*

Neenah Enterprises, Inc. Incentive Compensation Plan

Exhibit 10.1 to Neenah Foundry Companys Current Report on
    Form 8-K dated July 26, 200710
.20*

Neenah Foundry Company Amended and Restated 2003 Severance and
    Change of Control Plan



X10
.21

Intercreditor Agreement, dated as of December 29, 2006, by
    and among Neenah Foundry Company, the guarantors named therein,
    Bank of America, N.A., as agent, and The Bank of New York
    Trust Company, N.A., as Trustee and collateral agent

Exhibit 10.2 to Neenah Foundry Companys Current Report on
    Form 8-K dated December 29, 200610
.22

Security Agreement, dated as of December 29, 2006, by and
    among Neenah Foundry Company, its subsidiaries party thereto,
    and the various lenders party thereto in favor of The Bank of
    New York Trust Company, N.A. for the benefit of the Secured
    Parties referred to therein

Exhibit 10.3 to Neenah Foundry Companys Current Report on
    Form 8-K dated December 29, 200610
.23

Pledge Agreement, dated as of December 29, 2006, by and
    among Neenah Foundry Company and its subsidiaries party thereto
    in favor of The Bank of New York Trust Company, N.A. for
    the benefit of the Secured Parties referred to therein

Exhibit 10.4 to Neenah Foundry Companys Current Report on
    Form 8-K dated December 29, 200610
.24

Copyright, Patent, Trademark and License Mortgage, dated as of
    December 29, 2006, by Neenah Foundry Company in favor of
    The Bank of New York Trust Company, N.A. for the
    benefit of the Secured Parties referred to therein

Exhibit 10.5 to Neenah Foundry Companys Current Report on
    Form 8-K dated December 29, 2006 98




---



##### Table of Contents



Exhibit



Incorporated Herein

FiledNumber

Description

By Reference To

Herewith10
.25

Copyright, Patent, Trademark and License Mortgage, dated as of
    December 29, 2006, by Advanced Cast Products, Inc. in favor
    of The Bank of New York Trust Company, N.A. for the benefit
    of the Secured Parties referred to therein

Exhibit 10.6 to Neenah Foundry Companys Current Report on
    Form 8-K dated December 29, 200610
.26

Copyright, Patent, Trademark and License Mortgage, dated as of
    December 29, 2006, by Peerless Corporation in favor of The
    Bank of New York Trust Company, N.A. for the benefit of the
    Secured Parties referred to therein

Exhibit 10.7 to Neenah Foundry Companys Current Report on
    Form 8-K dated December 29, 200610
.27*

Neenah Enterprises, Inc. Management Equity Incentive Plan (an
    amendment and restatement of the Neenah Foundry Company 2003
    Management Equity Incentive Plan)

Exhibit 10.2 to Neenah Foundry Companys Current Report on
    Form 8-K dated July 26, 200710
.28

Registration Rights Agreement, dated October 8, 2003, by
    and between ACP Holding Company and the Initial Holders and
    Assignment of Rights thereunder.

Exhibit No. 3 to the Schedule 13D filed by Jeffrey L. Gendell,
    with respect to shares of Neenah Enterprises, Inc. directly
    owned by Tontine Capital partners, L.P. and by Tontine Capital
    Overseas Master Fund, L.P., on August 23, 200712
.1

Ratio of Earnings to Fixed Charges



X21


Subsidiaries of Neenah Enterprises, Inc.



X31
.1

Certification of Chief Executive Officer of Neenah Enterprises,
    Inc. pursuant to
    Rule 13a-14(a)
    or
    Rule 15d-14(a),
    as adopted pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002



X31
.2

Certification of Chief Financial Officer of Neenah Enterprises,
    Inc. pursuant to
    Rule 13a-14(a)
    or
    Rule 15d-14(a),
    as adopted pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002



X31
.3

Certification of Chief Executive Officer of Neenah Foundry
    Company pursuant to
    Rule 13a-14(a)
    or
    Rule 15d-14(a),
    as adopted pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002



X31
.4

Certification of Chief Financial Officer of Neenah Foundry
    Company pursuant to
    Rule 13a-14(a)
    or
    Rule 15d-14(a),
    as adopted pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002



X 99




---



##### Table of Contents



Exhibit



Incorporated Herein

FiledNumber

Description

By Reference To

Herewith32
.1

Certification of Chief Executive Officer and Chief Financial
    Officer of Neenah Enterprises, Inc. pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002



X32
.2

Certification of Chief Executive Officer and Chief Financial
    Officer of Neenah Foundry Company pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002



X99
.1

Securities Purchase Agreement, dated as of May 19, 2006

Exhibit 99.1 to Neenah Foundry Companys Current Report on
    Form 8-K dated May 19, 200699
.2

Stock Purchase Agreement, dated as of May 19, 2006

Exhibit 99.2 to Neenah Foundry Companys Current Report on
    Form 8-K dated May 19, 200699
.3

Transfer Notice, dated as of May 19, 2006

Exhibit 99.3 to Neenah Foundry Companys Current Report on
    Form 8-K dated May 19, 200699
.4

Response Letter, dated May 22, 2006

Exhibit 99.4 to Neenah Foundry Companys Current Report on
    Form 8-K dated May 19, 2006     *
    
    Denotes management contract or executive compensation plan or
    arrangement. 100