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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, 2008.o

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

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         o þ
    o þ
  þ o
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Neenah Enterprises, Inc.

Neenah Foundry CompanyLarge accelerated filer

o

oAccelerated filer

o

oNon-accelerated filer
    (Do not check if a smaller reporting company)

o

þSmaller reporting company

þ

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

The aggregate market value of the common equity of Neenah
    Enterprises, Inc. held by non-affiliates as of March 31, 2008
    was $6,615,228, based on the closing price of $1.50 per share on
    the OTC Bulletin Board as of such date. (Shares of NEI Common
    Stock held by each executive officer and director and by each
    person known to beneficially own more than 5% of the outstanding
    Common Stock of Neenah Enterprises, Inc. have been excluded in
    that such persons may be deemed to be affiliates. This
    determination of affiliate status is not necessarily a
    conclusive determination for other purposes.)Neenah Foundry Company

The aggregate market value of the common equity of Neenah
    Foundry Company held by non-affiliates as of March 31, 2008 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 5, 2008, Neenah Enterprises, Inc. had
    14,625,326 shares of common stock outstanding.Neenah Foundry Company

As of December 5, 2008, 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 2008FORM 10-K
  ANNUAL
    REPORT
      TABLE OF
    CONTENTS
   
 Item



PageFiling Format


1Special Note Regarding Forward-Looking
    Statements


1Introduction


2PART I1.


Business


21A.


Risk Factors


141B.


Unresolved Staff Comments


242.


Properties


243.


Legal Proceedings


244.


Submission of Matters to a Vote of Security
    Holders


25Executive Officers of the Registrant


25PART II5.


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


266.


Selected Financial Data


287.


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


297A.


Quantitative and Qualitative Disclosures About
    Market Risk


388.


Financial Statements and Supplementary Data


399.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


399A(T).


Controls and Procedures


399B.


Other Information


40PART III10.


Directors, Executive Officers and Corporate
    Governance


4011.


Executive Compensation


4012.


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


4013.


Certain Relationships and Related Transactions,
    and Director Independence


4014.


Principal Accountant Fees and Services


40PART IV15.


Exhibits and Financial Statement Schedules


41Signatures


102Supplemental 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


103Exhibit Index


104EX-10.16EX-10.28EX-12.1EX-21EX-23EX-31.1EX-31.2EX-31.3EX-31.4EX-32.1EX-32.2   i




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Filing
    Format  Form 10-K
 Special
    Note Regarding Forward-Looking Statements  Form 10-K Form 10-K,
  
    our significant indebtedness;
    our future cash flow, earnings and liquidity;
    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 were 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 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 consolidated across all facilities. 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 15 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 11 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, allowing us to capture a
    greater share of the value chain. 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.  Background
   4




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5




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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 to participate in the development
    and production of more complex industrial castings, while
    seeking out 6




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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.
    To further this objective, we have undertaken the following:  
    Installation of a new mold line at Neenah.  We
    recently completed the installation phase of a $54 million
    capital project to replace a
    40-year-old
    mold line at the Neenah facility. This new state-of-the-art mold
    line is expected to significantly enhance operating
    efficiencies, increase capacity and provide expanded molding
    capabilities for the municipal and industrial product lines.
    Start-up
    operations began on schedule during the third quarter of fiscal
    2008. The second phase of the project includes enhanced
    core-making capabilities and the inclusion of ductile iron
    capacity. At September 30, 2008, the Company had expended
    $49.4 million and an additional $4.7 million of
    expenditures are necessary to complete the second phase of the
    new mold line project. The remaining portion of the project is
    needed to fully utilize the machines capabilities. We are
    currently monitoring the feasibility of making the remaining
    expenditures necessary to complete the second phase of the
    project in light of the current trends impacting our business.
    We believe this new mold line 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
   7




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Products,
    Customers and Markets
      Heavy
    Municipal
  and/or
      Industrial
     8




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Manufacturing
    Process
         9




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Raw
    Materials
      Seasonality
    and Cyclicality
  build-up
    Competition
   10




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Forgings
    Segment
    Products,
    Customers and Markets
        Manufacturing
    Process
        Raw
    Materials
   11




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Seasonality
    and Cyclicality
    Competition
    Employees
    Environmental
    Matters
       12




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clean-up
      Intellectual
    Property
   13




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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, 2008.
    Sales to our top five customers and suppliers of those customers
    accounted for approximately 26% of our total net sales for the
    fiscal year ended September 30, 2008.      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.
  and/or
     14




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We may
    be adversely affected by the current economic
    environment.
  and/or and/or
  The
    terms of Neenahs debt impose restrictions on us that may
    affect our ability to successfully operate our business. In
    addition, we may violate applicable financial covenants in our
    debt agreements if the unused availability under our 2006 Credit
    Facility falls below $15.0 million.
  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
 15




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1 2 1 2 and/or 1 2 1 2 and/or
  Availability
    of net operating losses may be reduced by a change in
    control.
    Our
    market share may be adversely impacted at any time by a
    significant number of competitors.
  and/or
 16




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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 could reduce our profits.
  just-in-time
    We may
    incur potential product liability and recall
    costs.
   17




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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.
    The
    nature of our business exposes us to liability for violations of
    environmental regulations and releases of hazardous
    substances.
   18




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Failure
    to raise necessary capital could restrict our ability to operate
    and further develop our business.
      
    approximately $8.3 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 $4.7 million for the second phase of
    Neenahs new mold line (the remaining portion of the total
    cost of approximately $54 million); and
    up to 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 $110 million revolving loan and
    security agreement (the 2006 Credit Facility) and
    less any interest on the
    121/2% Notes
    that may be deferred in accordance with their terms.    1 2 1 2
  We may
    not achieve the expected benefits of Neenahs new mold line
    on a timely basis or at all.
  40-year-old
 19




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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.
    Our
    substantial indebtedness could adversely affect our financial
    health.
   20




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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.
     21




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Recent
    market trends may require additional funding for our pension
    plans.
    Risks
    Relating to Our Common Stock
  There
    is limited history of public trading for our shares and an
    active trading market for our common stock may not
    develop.
    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; 22




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
    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.  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.
   23




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Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Entity

Location

Purpose

Sq. FeetCastings SegmentNeenah Foundry Company

Neenah, WI

2 manufacturing facilities and office facility


625,000Dalton 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


18,000Other SegmentMorgans Welding, Inc.

Myerstown, PA

Manufacturing and office facility


29,000       1 2
  Item 3.
    Legal
    Proceedings     24




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Item 4.
    Submission
    of Matters to a Vote of Security Holders   Executive
    Officers of the Registrant    Name

Age

PositionRobert E. Ostendorf, Jr.


58


President and Chief Executive OfficerJeffrey S. Jenkins


50


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


65


Division President  Mercer Forge CorporationJohn H. Andrews


63


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


58


Neenah Corporate Vice President  Industrial Products
    SalesFrank Headington


59


Neenah Corporate Vice President  Technology   Mr. Ostendorf
 25




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Mr. Jenkins
  Mr. Ackerman
  Mr. Andrews
  Mr. Fratarcangeli
  Mr. Headington
 PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities    1 2 1 2
 26




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
    35,000,000 authorized shares of NEI common stock and 1,000,000
    authorized shares of preferred stock, of which
    14,625,326 shares of common stock and no shares of
    preferred stock were outstanding; and
    outstanding warrants to purchase 1,584,669 shares of NEI
    common stock.  mark-up,
  Bid QuotationsHigh


LowFiscal Quarter Ended:December 31, 2007

$
6.00


$
3.75March 31, 2008


6.00



1.25June 30, 2008


3.74



1.15September 30, 2008


3.15



1.55  27




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Item 6.
    Selected
    Financial Data      Fiscal Year Ended September 30,2008


2007


2006


2005


2004(In thousands)Statement of Operations Data:Net sales

$
510,818


$
483,623


$
542,452


$
541,772


$
450,942Cost of sales


449,773



408,904



442,558



440,818



375,124Gross profit


61,045



74,719



99,894



100,954



75,818Selling, general and administrative expenses


38,895



38,119



34,314



34,467



27,374Litigation settlement














6,500



Amortization expense


7,143



7,121



7,120



7,124



7,121Other (income) expenses


(210
)


453



127



953



465Operating income


15,217



29,026



58,333



51,910



40,858Interest expense, net


32,390



31,344



33,327



33,406



33,363Debt refinancing costs






20,429











Income (loss) from continuing operations before income taxes


(17,173
)


(22,747
)


25,006



18,504



7,495Provision (credit) for income taxes


(5,141
)


(8,819
)


8,857



3,409



3,881Income (loss) from continuing operations


(12,032
)


(13,928
)


16,149



15,095



3,614Loss from discontinued operations, net of income taxes


















(359
)Net income (loss)

$
(12,032
)

$
(13,928
)

$
16,149


$
15,095


$
3,255Earnings (Loss) Per Share:Basic

$
(0.87
)

$
(1.31
)

$
1.72


$
1.71


$
.45Diluted

$
(0.87
)

$
(1.31
)

$
.99


$
.94


$
.23Balance Sheet Data (at end of period):Cash and cash equivalents

$



$



$
910


$
3,484


$
Working capital


57,647



90,507



74,061



62,979



49,927Total assets


486,499



443,974



410,920



412,555



407,440Total debt including capital lease obligations


360,154



318,587



265,416



271,754



283,801Total stockholders equity


15,044



30,565



39,228



17,395



8,793Other Financial Data:Capital expenditures


44,583



48,733



17,803



17,572



12,713Supplemental Data:Ratio of earnings to fixed charges(1)


N/A



N/A



1.73



1.54



1.22     (1)
    
    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,
    2008 and 2007 by $17.2 million and $22.7 million,
    respectively. The ratio of earnings to fixed charges for NEI and
    Neenah are the same for both entities. 28




---



##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
    Recent
    Developments
  Deferral of Interest Payment on
    121/2% Notes. 1 2 1 2 1 2 1 2 1 2 1 2 1 2 1 2
  Potential Employee Reductions.
  Kendallville Closure.
  Tontine Intentions. 1 2 1 2
  Order of Abatement at Gregg Facility.
 29




---



##### Table of Contents



Asset Purchase.
  Increase of 2006 Credit Facility.
  Labor Agreement at Mercer. four-year
  Labor Agreement at Dalton.
  New Mold Line. 40-year-old Start-up
  Steel Scrap Volatility.
  Refinancing Transactions. 1 2 1 2 1 2 1 2
 30




---



##### Table of Contents



1 2 1 2 1 2
  RESULTS
    OF OPERATIONS
  FISCAL
    YEAR ENDED SEPTEMBER 30, 2008 COMPARED TO THE FISCAL YEAR ENDED
    SEPTEMBER 30, 2007
  Net Sales.
  Cost of Sales.
  Gross Profit.
  Selling, General and Administrative
    Expenses.
  Amortization of Intangible
    Assets.
  Other Expenses.
  Operating Income.
 31




---



##### Table of Contents



Net Interest Expense.
  Debt Refinancing Costs.
  Provision for Income Taxes.
  Net Income (Loss) and Earnings (Loss) Per
    Share.
  FISCAL
    YEAR ENDED SEPTEMBER 30, 2007 COMPARED TO THE FISCAL YEAR ENDED
    SEPTEMBER 30, 2006
  Net Sales.
  Cost of Sales.
  Gross Profit.
  Selling, General and Administrative
    Expenses.
 32




---



##### Table of Contents



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.
  LIQUIDITY
    AND CAPITAL RESOURCES
  1 2 1 2
  2006 Credit Facility.
 33




---



##### 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
 34




---



##### Table of Contents



1 2 1 2 and/or
  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 1 2 1 2 1 2 and/or
        Future Capital Needs.
 35




---



##### Table of Contents



OFF-BALANCE
    SHEET ARRANGEMENTS
    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


231.0



30.8



61.5



61.5



77.2Revolving line of credit


59.7



59.7











Interest and fees on revolving line of credit


2.6



2.6











Capital leases


0.5



0.1



0.2



0.2



Operating leases


4.7



1.7



2.1



0.7



0.2New mold line commitments


4.7



4.7











Total contractual obligations

$
603.2


$
99.6


$
63.8


$
62.4


$
377.4     CRITICAL
    ACCOUNTING ESTIMATES
       36




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##### Table of Contents




    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 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 the Citigroup Pension Liability
    Curve and Index. The Company developed a level equivalent yield
    using the expected cash flows from the pension plans based on
    the June 30, 2008 Citigroup Pension Discount Curve and
    Index. This level equivalent yield was 6.84% at June 30,
    2008. 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 6.75%, based on a June 30, 2008
    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, has 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. We used a
    discount rate of 6.75% in fiscal 2008. In 2008, our assumed
    healthcare cost trend rate was 9.0% 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

$
174


$
(135
)Effect on postretirement benefit obligation


1,389



(1,114
)   Recent
    Accounting Pronouncements
     37




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##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    1 2 1 2
 38




---



##### Table of Contents



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(T).
    Controls
    and Procedures  Disclosure Controls and Procedures. Rules 13a-15(e) 15d-15(e)
  Managements Report on Internal Control Over Financial
    Reporting. Rule 13a-15(f)
        Internal Control Over Financial
    Reporting. Rules 13a-15(f) 15d-15(f)
 39




---



##### 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
 40




---



##### 



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


42Consolidated Balance Sheets


43Consolidated Statements of Operations


45Consolidated Statements of Changes in
    Stockholders Equity


46Consolidated Statements of Cash Flows


47Notes to Consolidated Financial Statements


48Consolidated Financial Statements of Neenah Foundry
    CompanyReport of Independent Registered Public
    Accounting Firm


68Consolidated Balance Sheets


69Consolidated Statements of Operations


71Consolidated Statements of Changes in
    Stockholders Equity


72Consolidated Statements of Cash Flows


73Notes to Consolidated Financial Statements


74(2)


Financial Statement SchedulesReport of Independent Registered Public
    Accounting Firm


100Schedule II  Valuation and
    Qualifying Accounts of Neenah Enterprises, Inc, and Neenah
    Foundry Company


101    Regulation S-X.
             41




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm             
 42




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Consolidated
    Balance Sheets
  September 302008


2007(In thousands, except share and per share data)AssetsCurrent assets:Cash

$



$
Accounts receivable, less allowance for doubtful accounts of
    $2,828 in 2008 and $2,262 in 2007


92,489



81,085Inventories


71,015



64,196Refundable income taxes


7,363



6,501Deferred income taxes


4,610



3,070Other current assets


4,486



6,479Total current assets


179,963



161,331Property, plant and equipment:Land


7,706



7,218Buildings and improvements


34,420



19,955Machinery and equipment


162,558



104,893Patterns


16,205



14,617Construction in progress


1,979



32,839222,868



179,522Less accumulated depreciation


62,628



47,972160,240



131,550Deferred financing costs, net of accumulated amortization of
    $800 in 2008 and $343 in 2007


3,000



3,457Identifiable intangible assets, net of accumulated amortization
    of $35,629 in 2008 and $28,486 in 2007


48,218



54,951Goodwill


88,136



86,699Other assets


6,942



5,986146,296



151,093$
486,499


$
443,974  43




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Consolidated
    Balance Sheets
  September 302008


2007(In thousands, except share and per share data)Liabilities and stockholders equityCurrent liabilities:Accounts payable

$
39,452


$
27,764Accrued wages and employee benefits


12,525



13,139Accrued interest


5,572



5,449Accrued interest  related party


2,344



2,344Other accrued liabilities


2,669



4,763Current portion of long-term debt


59,683



17,152Current portion of capital lease obligations


71



213Total current liabilities


122,316



70,824Long-term debt


225,000



225,000Long-term debt  related party


75,000



75,000Capital lease obligations


400



1,222Deferred income taxes


29,065



28,134Postretirement benefit obligations


8,052



5,269Pension benefit obligations


5,253



3,142Other liabilities


6,369



4,818Total liabilities


471,455



413,409Commitments 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, 14,625,326 and 13,672,764 issued and outstanding at
    September 30, 2008 and 2007, respectively


146



137Capital in excess of par value


6,132



5,686Retained earnings


8,539



20,571Accumulated other comprehensive income (loss)


227



4,171Total stockholders equity


15,044



30,565$
486,499


$
443,974    44




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Consolidated
    Statements of Operations
  Years Ended September 302008


2007


2006(In thousands, except shareand per share data)Net sales

$
510,818


$
483,623


$
542,452Cost of sales


449,773



408,904



442,558Gross profit


61,045



74,719



99,894Selling, general and administrative expenses


38,895



38,119



34,314Amortization expense


7,143



7,121



7,120Loss (gain) on disposal of property, plant and equipment


(210
)


453



127Operating income


15,217



29,026



58,333Other income (expense):Interest expense


(23,094
)


(24,610
)


(33,410
)Interest expense  related party


(9,375
)


(7,090
)


Interest income


79



356



83Debt refinancing costs






(20,429
)


Income (loss) before income taxes


(17,173
)


(22,747
)


25,006Provision (credit) for income taxes


(5,141
)


(8,819
)


8,857Net income (loss)

$
(12,032
)

$
(13,928
)

$
16,149Earnings (loss) per share:Basic

$
(0.87
)

$
(1.31
)

$
1.72Diluted

$
(0.87
)

$
(1.31
)

$
0.99    45




---



##### Table of Contents



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





ComprehensiveCommon


in Excess of


Retained


(Loss)Stock


Par Value


Earnings


Income


Total(In thousands)Balance 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



30,565Exercise of stock warrants for 952,562 shares of common
    stock


9



38











47Components of comprehensive loss:Net loss










(12,032
)






(12,032
)Pension liability adjustment, net of tax effect of $(2,629)














(3,944
)


(3,944
)Total comprehensive loss


















(15,976
)Stock based compensation






408











408Balance at September 30, 2008

$
146


$
6,132


$
8,539


$
227


$
15,044    46




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Consolidated
    Statements of Cash Flows
  Years Ended September 302008


2007


2006(In thousands)Operating activitiesNet income (loss)

$
(12,032
)

$
(13,928
)

$
16,149Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Provision for obsolete inventories


67



669



318Provision for bad debts


927



1,047



433Depreciation


16,913



13,934



13,123Amortization of identifiable intangible assets


7,143



7,121



7,120Amortization of deferred financing costs and discount on notes


457



862



2,081Write-off of deferred financing costs and discount on notes






7,512



Loss(gain) on disposal of property, plant and equipment


(210
)


453



127Deferred income taxes


2,091



(2,578
)


(10
)Stock based compensation expense


408



41



Changes in operating assets and liabilities:Accounts receivable


(11,505
)


3,029



201Inventories


(6,325
)


(3,018
)


(3,042
)Other current assets


860



(5,555
)


(528
)Accounts payable


11,133



(2,002
)


(539
)Accrued liabilities


(3,455
)


(741
)


(5,349
)Postretirement benefit obligations


2,783



(245
)


(263
)Pension benefit obligations


(3,544
)


(1,139
)


(5,284
)Other liabilities


1,551



(282
)


214Net cash provided by operating activities


7,262



5,180



24,751Investing activitiesPurchase of property, plant and equipment


(44,583
)


(48,733
)


(17,803
)Proceeds from sale of property, plant and equipment


56



88



196Acquisition of business


(4,349
)






Other


(799
)


(277
)


(525
)Net cash used in investing activities


(49,675
)


(48,922
)


(18,132
)Financing activitiesNet change in revolver balance


42,531







Proceeds from long-term debt






225,000



Proceeds from long-term debt  related party






75,000



Payments on long-term debt and capital lease obligations


(165
)


(253,579
)


(9,193
)Debt issuance costs






(3,800
)


Proceeds from the exercise of stock warrants


47



211



Net cash provided by (used in) financing activities


42,413



42,832



(9,193
)Increase (decrease) in cash






(910
)


(2,574
)Cash at beginning of year






910



3,484Cash at end of year

$



$



$
910Supplemental disclosures of cash flows information:Interest paid

$
32,267


$
29,898


$
31,306Income taxes paid (received)


(4,664
)


494



11,864    47




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes
    to Consolidated Financial Statements
 September 30, 2008
 (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
   48




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Accounts
    Receivable
    Inventories
  last-in, first-in,
  Property,
    Plant and Equipment
    Capitalized
    Interest
    Deferred
    Financing Costs
    Identifiable
    Intangible Assets
    Goodwill
    Impairment
    of Long-Lived Assets
   49




---



##### 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
    Earnings
    Per Share
   50




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2008


2007


2006Numerator:Income (loss) used in computing basic and diluted earnings per
    share:Net income (loss)

$
(12,032
)

$
(13,928
)

$
16,149Denominator:Denominator for basic earnings per share 
    weighted-average common shares outstanding


13,860,634



10,663,274



9,394,920Effect of dilutive securities  employee stock
    compensation plan










150,000Effect of dilutive securities  stock warrants










6,731,078Denominator for diluted earnings per share  adjusted
    weighted-average shares outstanding


13,860,634



10,663,274



16,275,998       Stock
    Based Compensation
    New
    Accounting Pronouncements
     51




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
               52




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  3.
    Acquisition      Accounts receivable

$
827Inventories


561Other current assets


13Property, plant and equipment


1,665Identifiable intangible assets


410Goodwill


1,437Current liabilities


(564
)$
4,349   4.
    Inventories    2008


2007Raw materials

$
9,899


$
6,941Work in process and finished goods


43,901



41,407Supplies


17,215



15,848$
71,015


$
64,196   5.
    Intangible
    Assets    2008


2007Gross





GrossCarrying


Accumulated


Carrying


AccumulatedAmount


Amortization


Amount


AmortizationAmortizable intangible assets:Customer lists

$
67,150


$
33,515


$
67,000


$
26,800Tradenames


16,542



2,063



16,282



1,645Other


155



51



155



41$
83,847


$
35,629


$
83,437


$
28,486    53




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  6.
    Long-Term
    Debt    2008


2007121/2% Senior
    Subordinated Notes

$
75,000


$
75,00091/2% Senior
    Secured Notes


225,000



225,000Revolving credit facility


59,683



17,152359,683



317,152Less current portion


59,683



17,152$
300,000


$
300,000   1 2 1 2 1 2 1 2 1 2 1 2
    1 2 1 2 No. 95-22,
 54




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    1 2 1 2 1 2
  1 2 1 2 paid-in-kind
  1 2 1 2 1 2 1 2
    7.
    Commitments
    and Contingencies      2008


2007Machinery and equipment

$
598


$
1,757Less accumulated depreciation


265



551$
333


$
1,206  55




---



##### Table of Contents



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


CapitalLeases


Leases2009

$
1,715


$
962010


1,303



962011


809



962012


387



872013


334



105Thereafter


144



65Total minimum lease payments

$
4,692



545Less amount representing interest






74Present value of minimum lease payments






471Less current portion






71Capital lease obligations





$
400       40-year-old Start-up
     56




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  8.
    Subsequent
    Events      9.
    Stockholders
    Equity          WeightedAverageExerciseOptions


PriceOptions outstanding, beginning of the year


0


$
Options granted


147,000



7.77Options forfeited


(24,000
)


7.77Options exercised


0



Options outstanding, end of the year


123,000


$
7.77Options exercisable, end of the year


0     Risk-free interest rate


2.84
%Expected volatility


50.00
%Expected dividend yield


0.00
%Expected term (in years)


4.5    57




---



##### Table of Contents



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


WeightedRemaining


Average


AggregateNumber


Contractual


Exercise


IntrinsicPrice Range

Outstanding


Life (In Years)


Price


Value$7.77


123,000



6.3


$
7.77


$
       10.
    Income
    Taxes    Balance at October 1, 2007

$
2,268Gross increases for tax positions of prior years


Gross decreases for tax positions of prior years


Gross increases for tax positions of the current year


79Settlements


Lapse of statute of limitations


(1,222
)Balance at September 30, 2008

$
1,125      58




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Years Ended September 302008


2007


2006Current:Federal

$
(7,759
)

$
(6,593
)

$
7,553State


527



352



1,314(7,232
)


(6,241
)


8,867Deferred


2,091



(2,578
)


(10
)$
(5,141
)

$
(8,819
)

$
8,857     Years Ended September 302008


2007


2006Provision at statutory rate

$
(6,011
)

$
(7,961
)

$
8,752State income taxes, net of federal taxes


343



(841
)


851Change in valuation allowance


1,864







Lapse of statute of limitations


(1,222
)






Change in enacted state tax laws










(758
)Other


(115
)


(17
)


12Provision (credit) for income taxes

$
(5,141
)

$
(8,819
)

$
8,857  59




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2008


2007Deferred income tax liabilities:Inventories

$



$
(529
)Property, plant and equipment


(17,750
)


(12,339
)Identifiable intangible assets


(18,371
)


(21,220
)Other


(521
)


(388
)(36,642
)


(34,476
)Deferred income tax assets:Inventories


492



Employee benefit plans


6,588



4,697Accrued vacation


1,939



1,940Other accrued liabilities


1,662



926State net operating loss


1,919



909Other


1,506



995Total deferred tax assets


14,106



9,467Valuation allowance for deferred income tax assets


(1,919
)


(55
)12,187



9,412Net deferred income tax liability

$
(24,455
)

$
(25,064
)Included in the consolidated balance sheets as:Current deferred income tax asset

$
4,610


$
3,070Noncurrent deferred income tax liability


(29,065
)


(28,134
)$
(24,455
)

$
(25,064
)     11.
    Employee
    Benefit Plans  Defined-Benefit
    Pension Plans and Postretirement Benefits
     60




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Adoption
    of SFAS 158
      OtherPension


PostretirementPlans


BenefitsPrior service cost

$
499


$
1,391Net actuarial (gain) loss


328



(2,445
)     OtherPension


PostretirementPlans


BenefitsPrior service cost

$
69


$
163Net actuarial (gain) loss


15



(221
)  61




---



##### Table of Contents



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


PostretirementBenefits


Benefits2008


2007


2008


2007Change in benefit obligation:Benefit obligation, July 1

$
74,871


$
71,914


$
5,586


$
5,631Service cost


1,503



1,798



313



179Interest cost


4,543



4,421



528



324Unrecognized prior service cost






30







Plan amendments


499







2,844



Actuarial gains


(5,210
)


(280
)


(214
)


(123
)Benefits paid


(3,141
)


(3,012
)


(589
)


(425
)Benefit obligation, June 30

$
73,065


$
74,871


$
8,468


$
5,586Change in plan assets:Fair value of plan assets, July 1

$
70,716


$
64,373


$



$
Actual return (loss) on plan assets


(3,022
)


8,781







Company contributions


3,963



574



589



425Benefits paid


(3,141
)


(3,012
)


(589
)


(425
)Fair value of plan assets, June 30

$
68,516


$
70,716


$



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

$
(4,549
)

$
(4,155
)

$
(8,468
)

$
(5,586
)Fourth quarter contributions






1,560



148



117$
(4,549
)

$
(2,595
)

$
(8,320
)

$
(5,469
)Amounts recognized in the consolidated balance sheets at
    September 30:Prepaid benefit cost (long-term asset)

$
704


$
547


$



$
Accrued benefit liability (long-term liability)


(5,253
)


(3,142
)


(8,052
)


(5,269
)Accrued benefit liability (current liability)










(268
)


(200
)$
(4,549
)

$
(2,595
)

$
(8,320
)

$
(5,469
)    62




---



##### Table of Contents



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


Postretirement Benefits2008


2007


2006


2008


2007


2006Service cost

$
1,503


$
1,798


$
2,328


$
313


$
179


$
153Interest cost


4,543



4,421



4,083



528



324



282Expected return on plan assets


(5,588
)


(5,255
)


(4,732
)










Amortization of prior service cost (credit)


30



30



30



163



(32
)


(33
)Recognized net actuarial (gain) loss


(14
)






185



(206
)


(275
)


(265
)Net periodic benefit cost

$
474


$
994


$
1,894


$
798


$
196


$
137   Assumptions
    Pension Benefits


Postretirement Benefits2008


2007


2008


2007Discount rate


6.75
%


6.25
%


6.75
%


6.25
%     Pension Benefits


Postretirement Benefits2008


2007


2006


2008


2007


2006Discount rate


6.25%



6.25%



5.25%



6.25
%


6.25
%


5.25
%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

$
174


$
(135
)Effect on postretirement benefit obligation


1,389



(1,114
)   Pension
    Plan Assets
    2008


2007Asset category:Equity securities


55
%


56
%Debt securities


34



34Real estate


5



4Other


6



6100
%


100
%  63




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##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  non-U.S. stocks
    Benefit
    Payments and Contributions
    2009

$
3,4362010


3,5392011


3,6962012


3,9002013


4,2022014  2018


27,142$
45,915     Defined-Contribution
    Retirement Plans
    Other
    Employee Benefits
     64




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    12.
    Segment
    Information      Years Ended September 302008


2007


2006Revenues from external customers:Castings

$
461,391


$
437,592


$
490,765Forgings


41,258



37,113



41,222Other


18,245



18,321



20,704Elimination of intersegment revenues


(10,076
)


(9,403
)


(10,238
)$
510,818


$
483,623


$
542,452Net income (loss):Castings

$
(11,226
)

$
(12,540
)

$
16,306Forgings


(1,209
)


(1,551
)


(605
)Other


468



(150
)


643Elimination of intersegment loss


(65
)


223



(195
)$
(12,032
)

$
(13,928
)

$
16,149Total assets:Castings

$
471,509


$
431,907


$
398,502Forgings


26,324



19,015



19,146Other


11,187



8,336



8,145Elimination of intersegment assets


(22,521
)


(15,284
)


(14,873
)$
486,499


$
443,974


$
410,920   65




---



##### Table of Contents



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


Forgings


Other


TotalYear ended September 30, 2008:Interest expense

$
28,412


$
3,671


$
386


$
32,469Interest income


73



6







79Provision (credit) for income taxes


(6,930
)


1,751



38



(5,141
)Depreciation and amortization expense


21,936



863



1,257



24,056Expenditures for long-lived assets


39,478



4,817



288



44,583Year 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



17,803   Geographic
    Information
  Long-LivedNet Sales


Assets(1)Year ended September 30, 2008:United States

$
486,433


$
160,240Foreign countries


24,385



$
510,818


$
160,240Year 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


$
96,878     (1)
    
    Represents property, plant and equipment. 66




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   13.
    Quarterly
    Results of Operations (Unaudited)  Year Ended September 30, 20081st Quarter


2nd Quarter


3rd Quarter


4th QuarterNet sales

$
101,225


$
114,658


$
154,322


$
140,613Gross profit


13,533



8,836



21,577



17,099Net income (loss)


(3,779
)


(6,281
)


2,375



(4,347
)Earnings (loss) per common share:Basic

$
(0.28
)

$
(0.46
)

$
0.17


$
(0.30
)Diluted


(0.28
)


(0.46
)


0.15



(0.30
)   Year Ended September 30, 20071st Quarter


2nd Quarter


3rd Quarter


4th QuarterNet sales

$
117,342


$
111,789


$
126,838


$
127,654Gross profit


18,455



11,228



22,712



22,324Net income (loss)


(12,436
)(a)


(3,997
)


1,964



541
(b)Earnings (loss) per common share:Basic

$
(1.32
)

$
(0.43
)

$
0.20


$
0.04Diluted


(1.32
)


(0.43
)


0.15



0.03     (a)
    
    Net income for the three months ended December 31, 2006
    included $20,419 of debt refinancing costs, on a pretax basis.
    See Note 6 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. 67




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm             
   68




---



##### Table of Contents



Neenah
    Foundry Company
  Consolidated Balance Sheets
  September 302008


2007(In thousands, except share and per share data)AssetsCurrent assets:Cash

$



$
Accounts receivable, less allowance for doubtful accounts of
    $2,828 in 2008 and $2,262 in 2007


92,489



81,085Inventories


71,015



64,196Refundable income taxes


7,363



6,501Deferred income taxes


4,610



3,070Other current assets


4,486



6,479Total current assets


179,963



161,331Property, plant and equipment:Land


7,706



7,218Buildings and improvements


34,420



19,955Machinery and equipment


162,558



104,893Patterns


16,205



14,617Construction in progress


1,979



32,839222,868



179,522Less accumulated depreciation


62,628



47,972160,240



131,550Deferred financing costs, net of accumulated amortization of
    $800 in 2008 and $343 in 2007


3,000



3,457Identifiable intangible assets, net of accumulated amortization
    of $35,629 in 2008 and $28,486 in 2007


48,218



54,951Goodwill


88,136



86,699Other assets


6,942



5,986146,296



151,093$
486,499


$
443,974    69




---



##### Table of Contents



Neenah
    Foundry Company
  Consolidated Balance Sheets
  September 302008


2007(In thousands, except share and per share data)Liabilities and stockholders equityCurrent liabilities:Accounts payable

$
39,452


$
27,764Accrued wages and employee benefits


12,525



13,139Accrued interest


5,572



5,449Accrued interest  related party


2,344



2,344Other accrued liabilities


2,969



5,016Current portion of long-term debt


59,683



17,152Current portion of capital lease obligations


71



213Total current liabilities


122,616



71,077Long-term debt


225,000



225,000Long-term debt  related party


75,000



75,000Capital lease obligations


400



1,222Deferred income taxes


29,065



28,134Postretirement benefit obligations


8,052



5,269Pension benefit obligations


5,253



3,142Other liabilities


6,369



4,818Total liabilities


471,755



413,662Commitments 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


5,878



5,470Retained earnings


8,539



20,571Accumulated other comprehensive income


227



4,171Total stockholders equity


14,744



30,312$
486,499


$
443,974    70




---



##### Table of Contents



Neenah
    Foundry Company
  Consolidated Statements of Operations
  Years EndedSeptember 302008


2007


2006(In thousands)Net sales

$
510,818


$
483,623


$
542,452Cost of sales


449,773



408,904



442,558Gross profit


61,045



74,719



99,894Selling, general and administrative expenses


38,895



38,119



34,314Amortization expense


7,143



7,121



7,120Loss (gain) on disposal of property, plant and equipment


(210
)


453



127Operating income


15,217



29,026



58,333Other income (expense):Interest expense


(23,094
)


(24,610
)


(33,410
)Interest expense  related party


(9,375
)


(7,090
)


Interest income


79



356



83Debt refinancing costs






(20,429
)


Income (loss) before income taxes


(17,173
)


(22,747
)


25,006Provision (credit) for income taxes


(5,141
)


(8,819
)


8,857Net income (loss)

$
(12,032
)

$
(13,928
)

$
16,149    71




---



##### Table of Contents



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





ComprehensiveCommon


in Excess of


Retained


(Loss)Stock


Par Value


Earnings


Income


Total(In thousands)Balance 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



30,312Components of comprehensive loss:Net loss










(12,032
)






(12,032
)Pension liability adjustment, net of tax effect of $(2,629)














(3,944
)


(3,944
)Total comprehensive loss


















(15,976
)Stock based compensation






408











408Balance at September 30, 2008

$
100


$
5,878


$
8,539


$
227


$
14,744    72




---



##### Table of Contents



Neenah
    Foundry Company
  Consolidated Statements of Cash Flows
  Years EndedSeptember 302008


2007


2006(In thousands)Operating activitiesNet income (loss)

$
(12,032
)

$
(13,928
)

$
16,149Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Provision for obsolete inventories


67



669



318Provision for bad debts


927



1,047



433Depreciation


16,913



13,934



13,123Amortization of identifiable intangible assets


7,143



7,121



7,120Amortization of deferred financing costs and discount on notes


457



862



2,081Write-off of deferred financing costs and discount on notes






7,512



Loss (gain) on disposal of property, plant and equipment


(210
)


453



127Deferred income taxes


2,091



(2,578
)


(10
)Stock based compensation expense


408



41



Changes in operating assets and liabilities:Accounts receivable


(11,505
)


3,029



201Inventories


(6,325
)


(3,018
)


(3,042
)Other current assets


860



(5,555
)


(528
)Accounts payable


11,133



(2,002
)


(539
)Accrued liabilities


(3,408
)


(530
)


(5,349
)Postretirement benefit obligations


2,783



(245
)


(263
)Pension benefit obligations


(3,544
)


(1,139
)


(5,284
)Other liabilities


1,551



(282
)


214Net cash provided by operating activities


7,309



5,391



24,751Investing activitiesPurchase of property, plant and equipment


(44,583
)


(48,733
)


(17,803
)Proceeds from sale of property, plant and equipment


56



88



196Acquisition of business


(4,349
)Other


(799
)


(277
)


(525
)Net cash used in investing activities


(49,675
)


(48,922
)


(18,132
)Financing activitiesNet change in revolver balance


42,531







Proceeds from long-term debt






225,000



Proceeds from long-term debt  related party






75,000



Payments on long-term debt and capital lease obligations


(165
)


(253,579
)


(9,193
)Debt issuance costs






(3,800
)


Net cash provided by (used in) financing activities


42,366



42,621



(9,193
)Increase (decrease) in cash






(910
)


(2,574
)Cash at beginning of year






910



3,484Cash at end of year

$



$



$
910Supplemental disclosures of cash flows information:Interest paid

$
32,267


$
29,898


$
31,306Income taxes paid (received)


(4,664
)


494



11,864    73




---



##### Table of Contents



Neenah
    Foundry CompanyNotes to Consolidated Financial StatementsSeptember 30, 2008
    (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
   74




---



##### 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
   75




---



##### 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
    Stock
    Based Compensation
    New
    Accounting Pronouncements
   76




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
  year-end
             77




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
    3.
    Acquisition      Accounts receivable

$
827Inventories


561Other current assets


13Property, plant and equipment


1,665Identifiable intangible assets


410Goodwill


1,437Current liabilities


(564
)$
4,349   4.
    Inventories    2008


2007Raw materials

$
9,899


$
6,941Work in process and finished goods


43,901



41,407Supplies


17,215



15,848$
71,015


$
64,196   5.
    Intangible
    Assets    2008


2007Gross





GrossCarrying


Accumulated


Carrying


AccumulatedAmount


Amortization


Amount


AmortizationAmortizable intangible assets:Customer lists

$
67,150


$
33,515


$
67,000


$
26,800Tradenames


16,542



2,063



16,282



1,645Other


155



51



155



41$
83,847


$
35,629


$
83,437


$
28,486  78




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
    6.
    Long-Term
    Debt    2008


2007121/2% Senior
    Subordinated Notes

$
75,000


$
75,00091/2% Senior
    Secured Notes


225,000



225,000Revolving credit facility


59,683



17,152359,683



317,152Less current portion


59,683



17,152$
300,000


$
300,000   1 2 1 2 1 2 1 2 1 2 1 2
    1 2 1 2
 79




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
  No. 95-22,
    1 2 1 2 1 2
  1 2 1 2 paid-in-kind
  1 2 1 2 1 2 1 2
    7.
    Commitments
    and Contingencies      2008


2007Machinery and equipment

$
598


$
1,757Less accumulated depreciation


265



551$
333


$
1,206  80




---



##### Table of Contents



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


CapitalLeases


Leases2009

$
1,715


$
962010


1,303



962011


809



962012


387



872013


334



105Thereafter


144



65Total minimum lease payments

$
4,692



545Less amount representing interest






74Present value of minimum lease payments






471Less current portion






71Capital lease obligations





$
400       40-year-old Start-up
     81




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
  8.
    Subsequent
    Events      9.
    Stockholders
    Equity          WeightedAverageExerciseOptions


PriceOptions outstanding, beginning of the year


0


$
Options granted


147,000



7.77Options forfeited


(24,000
)


7.77Options exercised


0



Options outstanding, end of the year


123,000


$
7.77Options exercisable, end of the year


0     Risk-free interest rate


2.84
%Expected volatility


50.00
%Expected dividend yield


0.00
%Expected term (in years)


4.5    82




---



##### Table of Contents



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


WeightedRemaining


Average


AggregateNumber





Contractual


Exercise


IntrinsicPrice Range

Outstanding





Life (In Years)


Price


Value$7.77


123,000







6.3


$
7.77


$
       10.
    Income
    Taxes    Balance at October 1, 2007

$
2,268Gross increases for tax positions of prior years


Gross decreases for tax positions of prior years


Gross increases for tax positions of the current year


79Settlements


Lapse of statute of limitations


(1,222
)Balance at September 30, 2008

$
1,125        83




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Years Ended September 302008


2007


2006Current:Federal

$
(7,759
)

$
(6,593
)

$
7,553State


527



352



1,314(7,232
)


(6,241
)


8,867Deferred


2,091



(2,578
)


(10
)$
(5,141
)

$
(8,819
)

$
8,857     Years Ended September 302008


2007


2006Provision at statutory rate

$
(6,011
)

$
(7,961
)

$
8,752State income taxes, net of federal taxes


343



(841
)


851Change in valuation allowance


1,864







Lapse of statute of limitations


(1,222
)






Change in enacted state tax laws










(758
)Other


(115
)


(17
)


12Provision (credit) for income taxes

$
(5,141
)

$
(8,819
)

$
8,857  84




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2008


2007Deferred income tax liabilities:Inventories

$



$
(529
)Property, plant and equipment


(17,750
)


(12,339
)Identifiable intangible assets


(18,371
)


(21,220
)Other


(521
)


(388
)(36,642
)


(34,476
)Deferred income tax assets:Inventories


492



Employee benefit plans


6,588



4,697Accrued vacation


1,939



1,940Other accrued liabilities


1,662



926State net operating loss


1,919



909Other


1,506



995Total deferred tax assets


14,106



9,467Valuation allowance for deferred income tax assets


(1,919
)


(55
)12,187



9,412Net deferred income tax liability

$
(24,455
)

$
(25,064
)Included in the consolidated balance sheets as:Current deferred income tax asset

$
4,610


$
3,070Noncurrent deferred income tax liability


(29,065
)


(28,134
)$
(24,455
)

$
(25,064
)     11.
    Employee
    Benefit Plans  Defined-Benefit
    Pension Plans and Postretirement Benefits
     85




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Adoption
    of SFAS 158
      OtherPension


PostretirementPlans


BenefitsPrior service cost

$
499


$
1,391Net actuarial (gain) loss


328



(2,445
)     OtherPension


PostretirementPlans


BenefitsPrior service cost

$
69


$
163Net actuarial (gain) loss


15



(221
)  86




---



##### Table of Contents



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


Postretirement Benefits2008


2007


2008


2007Change in benefit obligation:Benefit obligation, July 1

$
74,871


$
71,914


$
5,586


$
5,631Service cost


1,503



1,798



313



179Interest cost


4,543



4,421



528



324Unrecognized prior service cost






30







Plan amendments


499







2,844Actuarial gains


(5,210
)


(280
)


(214
)


(123
)Benefits paid


(3,141
)


(3,012
)


(589
)


(425
)Benefit obligation, June 30

$
73,065


$
74,871


$
8,468


$
5,586Change in plan assets:Fair value of plan assets, July 1

$
70,716


$
64,373


$



$
Actual return (loss) on plan assets


(3,022
)


8,781







Company contributions


3,963



574



589



425Benefits paid


(3,141
)


(3,012
)


(589
)


(425
)Fair value of plan assets, June 30

$
68,516


$
70,716


$



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

$
(4,549
)

$
(4,155
)

$
(8,468
)

$
(5,586
)Fourth quarter contributions






1,560



148



117$
(4,549
)

$
(2,595
)

$
(8,320
)

$
(5,469
)Amounts recognized in the consolidated balance sheets at
    September 30:Prepaid benefit cost (long-term asset)

$
704


$
547


$



$
Accrued benefit liability (long-term liability)


(5,253
)


(3,142
)


(8,052
)


(5,269
)Accrued benefit liability (current liability)










(268
)


(200
)$
(4,549
)

$
(2,595
)

$
(8,320
)

$
(5,469
)    87




---



##### Table of Contents



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


Postretirement Benefits2008


2007


2006


2008


2007


2006Service cost

$
1,503


$
1,798


$
2,328


$
313


$
179


$
153Interest cost


4,543



4,421



4,083



528



324



282Expected return on plan assets


(5,588
)


(5,255
)


(4,732
)










Amortization of prior service cost (credit)


30



30



30



163



(32
)


(33
)Recognized net actuarial (gain) loss


(14
)






185



(206
)


(275
)


(265
)Net periodic benefit cost

$
474


$
994


$
1,894


$
798


$
196


$
137   Assumptions
    Pension Benefits


Postretirement Benefits2008


2007


2008


2007Discount rate


6.75
%


6.25
%


6.75
%


6.25
%     Pension Benefits


Postretirement Benefits2008


2007


2006


2008


2007


2006Discount rate


6.25
%


6.25
%


5.25
%


6.25
%


6.25
%


5.25
%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

$
174


$
(135
)Effect on postretirement benefit obligation


1,389



(1,114
)  88




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Pension
    Plan Assets
    2008


2007Asset category:Equity securities


55
%


56
%Debt securities


34



34Real estate


5



4Other


6



6100
%


100
%   non-U.S. stocks
    Benefit
    Payments and Contributions
    2009

$
3,4362010


3,5392011


3,6962012


3,9002013


4,2022014  2018


27,142$
45,915     Defined-Contribution
    Retirement Plans
   89




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Other
    Employee Benefits
        12.
    Segment
    Information      Years Ended September 302008


2007


2006Revenues from external customers:Castings

$
461,391


$
437,592


$
490,765Forgings


41,258



37,113



41,222Other


18,245



18,321



20,704Elimination of intersegment revenues


(10,076
)


(9,403
)


(10,238
)$
510,818


$
483,623


$
542,452Net income (loss):Castings

$
(11,226
)

$
(12,540
)

$
16,306Forgings


(1,209
)


(1,551
)


(605
)Other


468



(150
)


643Elimination of intersegment loss


(65
)


223



(195
)$
(12,032
)

$
(13,928
)

$
16,149Total assets:Castings

$
471,509


$
431,907


$
398,502Forgings


26,324



19,015



19,146Other


11,187



8,336



8,145Elimination of intersegment assets


(22,521
)


(15,284
)


(14,873
)$
486,499


$
443,974


$
410,920   90




---



##### Table of Contents



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


Forgings


Other


TotalYear ended September 30, 2008:Interest expense

$
28,412


$
3,671


$
386


$
32,469Interest income


73



6







79Provision (credit) for income taxes


(6,930
)


1,751



38



(5,141
)Depreciation and amortization expense


21,936



863



1,257



24,056Expenditures for long-lived assets


39,478



4,817



288



44,583Year 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



17,803   Geographic
    Information
  Long-LivedNet Sales


Assets(1)Year ended September 30, 2008:United States

$
486,433


$
160,240Foreign countries


24,385



$
510,818


$
160,240Year 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


$
96,878     (1)
    
    Represents property, plant and equipment. 91




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
   13.
    Subsidiary
    Guarantors  1 2 1 2
  Condensed
    Consolidating Balance Sheet
  September 30,
    2008
  SubsidiaryNeenah


Guarantors


Eliminations


ConsolidatedASSETSCurrent assets:Cash (overdraft)

$
523


$
(523
)

$



$
Accounts receivable, net


47,083



45,406







92,489Inventories


26,570



44,445







71,015Refundable income taxes


7,363











7,363Deferred income taxes


688



3,922







4,610Other current assets


1,340



3,146







4,486Total current assets


83,567



96,396







179,963Investments in and advances to subsidiaries


132,206







(132,206
)


Property, plant and equipment, net


94,582



65,658







160,240Deferred financing costs, identifiable intangible assets and
    goodwill, net


124,127



15,227







139,354Other assets


2,398



4,544







6,942436,880



181,825



(132,206
)


486,499LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
15,381


$
24,071


$



$
39,452Net intercompany payable






134,274



(134,274
)


Accrued wages and employee benefits


4,510



8,015







12,525Accrued interest


7,916











7,916Other accrued liabilities


1,173



1,796







2,969Current portion of long-term debt


59,683











59,683Current portion of capital lease obligations






71







71Total current liabilities


88,663



168,227



(134,274
)


122,616Long-term debt


300,000











300,000Capital lease obligations






400







400Deferred income taxes


17,980



11,085







29,065Postretirement benefit obligations


8,052











8,052Pension benefit obligations


3,545



1,708







5,253Other liabilities


3,896



2,473







6,369Stockholders equity (deficit)


14,744



(2,068
)


2,068



14,744$
436,880


$
181,825


$
(132,206
)

$
486,499  92




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
  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  93




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Condensed
    Consolidating Statement of Operations
  Year
    ended September 30, 2008
  SubsidiaryNeenah


Guarantors


Eliminations


ConsolidatedNet sales

$
231,433


$
286,375


$
(6,990
)

$
510,818Cost of sales


190,202



266,561



(6,990
)


449,773Gross profit


41,231



19,814







61,045Selling, general and administrative expenses


21,600



17,295







38,895Amortization expense


5,705



1,438







7,143Loss (gain) on disposal of equipment


1



(211
)






(210
)Operating income


13,925



1,292







15,217Other income (expense):Interest expense


(15,570
)


(16,899
)






(32,469
)Interest income


23



56







79(15,547
)


(16,843
)






(32,390
)Loss from operations before income taxes and equity in losses of
    subsidiaries


(1,622
)


(15,551
)






(17,173
)Credit for income taxes


(486
)


(4,655
)






(5,141
)(1,136
)


(10,896
)






(12,032
)Equity in losses of subsidiaries


(10,896
)






10,896



Net loss

$
(12,032
)

$
(10,896
)

$
10,896


$
(12,032
)  94




---



##### 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
)  95




---



##### 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  96




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Condensed
    Consolidating Statement of Cash Flows
  Year
    ended September 30, 2008
  SubsidiaryNeenah


Guarantors


Eliminations


ConsolidatedOperating activitiesNet loss

$
(12,032
)

$
(10,896
)

$
10,896


$
(12,032
)Noncash adjustments


10,521



17,275







27,796Changes in operating assets and liabilities


(4,613
)


(3,842
)






( 8,455
)Net cash provided by (used in) operating activities


(6,124
)


2,537



10,896



7,309Investing activitiesInvestments in and advances to subsidiaries


(9,920
)


20,816



(10,896
)


Purchase of property, plant and equipment


(26,273
)


(18,310
)






(44,583
)Acquisition of business






(4,349
)






(4,349
)Other


(660
)


(83
)






(743
)Net cash provided by (used in) investing activities


(36,853
)


(1,926
)


(10,896
)


(49,675
)Financing activityNet change in revolver balance


42,531











42,531Payments on capital lease obligations






(165
)






(165
)Net cash provided by (used in) financing activities


42,531



(165
)






42,366Increase (decrease) in cash


(446
)


446







Cash (overdraft) at beginning of year


969



(969
)






Cash (overdraft) at end of year

$
523


$
(523
)

$



$
  97




---



##### 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
)

$



$
  98




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##### 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   14.
    Quarterly
    Results of Operations (Unaudited)  Year Ended September 30, 20081st Quarter


2nd Quarter


3rd Quarter


4th QuarterNet sales

$
101,225


$
114,658


$
154,322


$
140,613Gross profit


13,533



8,836



21,577



17,099Net income (loss)


(3,779
)


(6,281
)


2,375



(4,347
)   Year Ended September 30, 20071st Quarter


2nd Quarter


3rd Quarter


4th QuarterNet sales

$
117,342


$
111,789


$
126,838


$
127,654Gross profit


18,455



11,228



22,712



22,324Net income (loss)


(12,436
)(a)


(3,997
)


1,964



541
(b)     (a)
    
    Net income for the three months ended December 31, 2006
    included $20,419 of debt refinancing costs, on a pretax basis.
    See Note 6 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. 99




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm      Form 10-K).
       100




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##### Table of Contents



Schedule II  Neenah
    Enterprises, Inc.
    Neenah Foundry Company
    Valuation and Qualifying Accounts
    Years ended September 30, 2006, 2007, and 2008
  Balance at


AdditionsBeginning


Charged to





Balance atDescription

of Period


Expense


Deductions


End of Period(Dollars in thousands)Allowance for doubtful accounts receivable:2006

$
2,093


$
433


$
641
(A)

$
1,8852007

$
1,885


$
1,047


$
670
(A)

$
2,2622008

$
2,262


$
937


$
371
(A)

$
2,828Reserve for obsolete inventory:2006

$
1,001


$
318


$
315
(B)

$
1,0042007

$
1,004


$
669


$
73
(B)

$
1,6002008

$
1,600


$
67


$
417
(B)

$
1,250Valuation allowance for deferred tax assets:2006

$
264


$



$
109
(C)

$
1552007

$
155


$



$
100
(C)

$
552008

$
55


$
1,864


$



$
1,919     (A)
    
    Uncollectible accounts receivable written off, net of recoveries(B)
    
    Reduction for disposition of inventory(C)
    
    Adjustment of valuation allowance 101




---



##### Table of Contents



SIGNATURES          /s/  Jeffrey
    S. Jenkins        /s/  Robert
    E. Ostendorf, Jr.Robert
    E. Ostendorf, Jr.

President and Chief Executive Officer, Director (Principal
    Executive Officer)/s/  Jeffrey
    S. JenkinsJeffrey
    S. Jenkins

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  102




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##### Table of Contents



SUPPLEMENTAL 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   103




---



##### Table of Contents



NEENAH
    ENTERPRISES, INC.
    and
    NEENAH FOUNDRY COMPANY
 EXHIBIT INDEX

TO

2008 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

Exhibit 3.5 to the 2007 Form 10-K3
.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 hereto 104




---



##### Table of Contents



Exhibit



Incorporated Herein

FiledNumber

Description

By Reference To

Herewith4
.3(a)

Supplemental Indenture, dated as of September 30, 2008, to
    the Indenture, dated as of December 29, 2006, for the
    91/2% Senior
    Secured Notes due 2017, by and among Neenah Foundry Company, the
    guarantors named therein, and The Bank of New York Mellon
    Trust Company, N.A. (formerly The Bank of New York
    Trust Company, N.A.), as Trustee

Exhibit 10.4(a) 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 hereto10
.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
.1(b)

Increase Notice dated July 17, 2008, pursuant to Amended
    and Restated Loan and Security Agreement, as amended

Exhibit 10.1 to Neenah Enterprises, Inc.s Current Report
    on Form 8-K dated July 17, 200810
.1(c)

Consent and Joinder to Loan and Security Agreement, dated as of
    August 5, 2008

Exhibit 10.1 to Neenah Enterprises, Inc.s Current Report
    on Form 8-K dated August 5, 200810
.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, 2006 105




---



##### Table of Contents



Exhibit



Incorporated Herein

FiledNumber

Description

By Reference To

Herewith10
.4(a)

Supplemental Indenture, dated as of September 30, 2008, to
    the Indenture, dated as of December 29, 2006, for the
    91/2% Senior
    Secured Notes due 2017, by and among Neenah Foundry Company, the
    guarantors named therein, and The Bank of New York Mellon
    Trust Company, N.A. (formerly The Bank of New York
    Trust Company, N.A.), as Trustee

Exhibit 4.1 to Neenah Enterprises, Inc.s Current Report on
    Form 8-K dated September 30, 200810
.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
.7(a)

Note Guaranty, dated as of September 30, 2008, by
    Morgans Welding, Inc. in favor of Tontine Capital
    Partners, L.P. related to the
    121/2% Senior
    Subordinated Notes due 2013

Exhibit 4.2 to Neenah Enterprises, Inc.s Current Report on
    Form 8-K dated September 30, 200810
.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, 200610
.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*

Amended and Restated Employment Agreement  Robert E.
    Ostendorf, Jr.

Exhibit 10.2 to Neenah Enterprises, Inc.s Current Report
    on Form 8-K dated May 14, 200810
.11*

Amended and Restated Employment Agreement  John H.
    Andrews

Exhibit 10.3 to Neenah Enterprises, Inc.s Current Report
    on Form 8-K dated May 14, 200810
.12*

Employment Agreement  Jeffrey S. Jenkins

Exhibit 10.4 to Neenah Enterprises, Inc.s Current Report
    on Form 8-K dated May 14, 2008 106




---



##### Table of Contents



Exhibit



Incorporated Herein

FiledNumber

Description

By Reference To

Herewith10
.13*

Amended and Restated Employment Agreement  Frank
    Headington

Exhibit 10.6 to Neenah Enterprises, Inc.s Quarterly Report
    on Form 10-Q for the Quarter Ended June 30, 200810
.14*

Consulting Agreement  Gary LaChey

Exhibit 10.1 to Neenah Enterprises, Inc.s Current Report
    on Form 8-K dated May 14, 200810
.15*

Form of Non-Qualified Stock Option Agreement under the Neenah
    Enterprises, Inc. Management Equity Incentive Plan

Exhibit 10.2 to Neenah Enterprises, Inc.s Quarterly Report
    on Form 10-Q for the Quarter Ended March 31, 200810
.16*

Summary of Non-Employee Director Compensation



X10
.16(a)*

Form of Directors Restricted Stock Unit Agreement under the
    Neenah Enterprises, Inc. Management Equity Incentive Plan

Exhibit 10.3 to Neenah Enterprises, Inc.s Quarterly Report
    on Form 10-Q for the Quarter Ended March 31, 200810
.17*

Amended and Restated 2003 Severance and Change of Control Plan

Exhibit 10.5 to Neenah Enterprises, Inc.s Current Report
    on Form 8-K dated May 14, 200810
.18*

Neenah Foundry Company Executive Retirement Benefits Policy

Exhibit 10.1 to Neenah Enterprises, Inc.s Current Report
    on Form 8-K dated February 18, 200810
.19*

Neenah Enterprises, Inc. Incentive Compensation Plan

Exhibit A to Neenah Enterprises, Inc. Proxy Statement for the
    2008 Annual Meeting of Stockholders dated December 28,
    200710
.20*

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

Exhibit B to Neenah Enterprises, Inc.s Proxy Statement for
    the 2008 Annual Meeting of Stockholders dated December 28,
    200710
.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
.21(a)

First Supplement to Intercreditor Agreement, dated as of
    September 30, 2008, to the Intercreditor Agreement, dated
    as of December 29, 2006, among Bank of America, N.A., as
    agent, The Bank of New York Mellon Trust Company, N.A.
    (formerly The Bank of New York Trust Company, N.A.), as
    Trustee and collateral agent, Neenah Foundry Company and certain
    grantors (as defined therein)

Exhibit 10.1 to Neenah Enterprises, Inc.s Current Report
    on Form 8-K dated September 30, 2008 107




---



##### Table of Contents



Exhibit



Incorporated Herein

FiledNumber

Description

By Reference To

Herewith10
.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
.22(a)

Security Agreement, dated as of September 30, 2008, by
    Morgans Welding, Inc. in favor of The Bank of New York
    Mellon Trust Company, N.A. (formerly The Bank of New York
    Trust Company, N.A.) for the benefit of the Secured Parties
    referred to therein

Exhibit 10.2 to Neenah Enterprises, Inc.s Current Report
    on Form 8-K dated September 30, 200810
.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
.23(a)

Pledge Amendment, dated as of September 30, 2008, by Neenah
    Foundry Company in favor of The Bank of New York Mellon
    Trust Company, N.A. (formerly The Bank of New York
    Trust Company, N.A.) related to the 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 Mellon Trust Company, N.A. (formerly The Bank
    of New York Trust Company, N.A.), for the benefit of the
    Secured Parties referred to therein

Exhibit 10.3 to Neenah Enterprises, Inc.s Current Report
    on Form 8-K dated September 30, 200810
.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, 200610
.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, 2006 108




---



##### Table of Contents



Exhibit



Incorporated Herein

FiledNumber

Description

By Reference To

Herewith10
.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

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, 200710
.28*

Consulting Agreement  Timothy Koller



X12
.1

Ratio of Earnings to Fixed Charges



X21


Subsidiaries of Neenah Enterprises, Inc.



X23


Consent of Independent Registered Public Accounting Firm



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



X32
.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



X 109




---



##### Table of Contents



Exhibit



Incorporated Herein

FiledNumber

Description

By Reference To

Herewith99
.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. 110