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UNITED
    STATES SECURITIES AND EXCHANGE COMMISSIONWashington, 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, 2009.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-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Neenah Enterprises, Inc.

Neenah Foundry CompanyLarge accelerated filer

o

oAccelerated filer

o

oNon-accelerated filer
    (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,
    2009 was $793,827, based on the closing price of $0.18 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, 2009 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 4, 2009, Neenah Enterprises, Inc. had
    15,385,622 shares of common stock outstanding.Neenah Foundry Company

As of December 4, 2009, 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 2009FORM 10-K
  ANNUAL
    REPORT
      TABLE OF
    CONTENTS
   
 Item



PageFiling Format


1Special Note Regarding Forward-Looking
    Statements


1Introduction


2PART I1.

Business


21A.

Risk Factors


151B.

Unresolved Staff Comments


252.

Properties


253.

Legal Proceedings


264.

Submission of Matters to a Vote of Security
    Holders


26Executive Officers of the Registrant


27PART II5.

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


286.

Selected Financial Data


297.

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


307A.

Quantitative and Qualitative Disclosures About
    Market Risk


418.

Financial Statements and Supplementary Data


429.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


429A(T).

Controls and Procedures


429B.

Other Information


43PART III10.

Directors, Executive Officers and Corporate
    Governance


4311.

Executive Compensation


4312.

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


4313.

Certain Relationships and Related Transactions,
    and Director Independence


4314.

Principal Accountant Fees and Services


43PART IV15.

Exhibits and Financial Statement Schedules


44Signatures


109Supplemental 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


110Exhibit Index


111EX-10.1(d)EX-10.1(e)EX-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 ability to continue as a going concern;
    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 in fiscal 2009. Approximately 40% of the
    individual part numbers we shipped in our 2009 fiscal 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 9 focused manufacturing
    and/or
    machining facilities in five 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.  Liquidity
    and Going Concern
   4




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1 2 1 2 1 2 1 2 Form 8-K 1 2 1 2
  and/or and/or
  Background
           5




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Industry
    Overview
   6




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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 by taking
    advantage of our recently installed
    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 more 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 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.
    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.  In
    the third quarter of fiscal 2008, we 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 has significantly enhanced operating efficiencies,
    increased capacity and provided expanded molding capabilities
    for the municipal and industrial product lines. Due to the
    current down turn in all of our markets, the full efficiency and
    capability improvements from the new mold line have not yet been
    recognized. At September 30, 2009, we had expended
    $53.0 million and an 7




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additional $3.5 million of expenditures are necessary to
    complete the second phase of the new mold line project, which
    will enhance core-making capabilities and add ductile iron
    capacity. When fully utilized, we believe this new mold line
    will substantially improve our cost position on selected new and
    existing municipal parts and will be one of the most capable
    mold lines for parts of this nature in North America.  
    Fully integrate lean manufacturing
    concepts.  We have incorporated and expect to
    continue to incorporate efficiencies in our operations through
    the implementation of lean manufacturing.
    Centralized procurement of major raw materials and certain
    services through our head office in order to generate purchasing
    economies of scale. We work closely with companies that are cost
    competitive and with which we have long-term relationships,
    providing us with competitive pricing and helping to assure us
    supply when raw material availability is limited.  
    Pursue selected acquisitions and internal growth
    opportunities.  We will continue to evaluate and
    may pursue selected acquisition and internal growth
    opportunities to enhance our position in our existing markets or
    to provide access to new markets
    and/or
    capabilities.  Business
    Segments  Overview
      Castings
    Segment
    Products,
    Customers and Markets
      Heavy
    Municipal
  and/or
 8




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Industrial
        Manufacturing
    Process
   9




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Raw
    Materials
     10




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Seasonality
    and Cyclicality
  build-up
    Competition
    Forgings
    Segment
    Products,
    Customers and Markets
       11




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Manufacturing
    Process
        Raw
    Materials
    Seasonality
    and Cyclicality
    Competition
    Employees
   12




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Environmental
    Matters
        and/or
   13




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clean-up
  Intellectual
    Property
   14




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Item 1A.
    Risk
    Factors    Risks
    Related to Our Financial Condition
  Although
    our financial statements have been prepared on a going concern
    basis, there can be no assurance that we will be able to
    continue as a going concern.
  and/or
  We may
    not be able to refinance, extend or repay our substantial
    indebtedness, which could have a material adverse affect on our
    financial condition and results of operations and may lead to a
    Chapter 11 filing.
  1 2 1 2
  If we
    file for bankruptcy protection, our business and operations will
    be subject to certain risks.
    
    A bankruptcy may adversely affect our business prospects and our
    ability to operate during the reorganization process.
    The significant costs, including expenses of legal counsel and
    other professional advisors, associated with filing bankruptcy.
    We may have difficulty continuing to obtain and maintain
    contracts necessary to continue our operations at affordable
    rates with competitive terms.
    We may have difficulty maintaining existing and building new
    customer relationships.
    Transactions outside the ordinary course of business would be
    subject to the prior approval of the court, which may limit our
    ability to respond timely to certain events or take advantage of
    certain opportunities. 15




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
    We may be unable to retain and motivate key executives and
    employees through the process of reorganization, and we may have
    difficulty attracting new employees.
    We may not be able to maintain or obtain sufficient financing
    sources for operations or to fund any reorganization plan and
    meet future obligations.  The
    terms of Neenahs debt impose restrictions on us that may
    affect our ability to successfully operate our
    business.
  1 2 1 2
  
    incur or guarantee additional indebtedness;
    pay dividends or make other distributions on capital stock;
    repurchase capital stock;
    make loans and investments;
    enter into agreements restricting our subsidiaries ability
    to pay dividends;
    create liens;
    sell or otherwise dispose of assets;
    enter new lines of business;
    merge or consolidate with other entities; and
    engage in transactions with affiliates.  1 2 1 2
   16




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1 2
    Our
    substantial indebtedness could adversely affect our financial
    health.
  1 2 1 2
    
    make it more difficult for us to satisfy our obligations with
    respect to our outstanding notes;
    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 are 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
  To
    service our indebtedness, we will require a significant amount
    of cash. Our ability to generate cash depends on many factors
    beyond our control.
     17




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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
  Failure
    to raise necessary capital could restrict our ability to operate
    and further develop our business.
        Our
    current financial condition may adversely affect our business
    operations and our business prospects and may have a material
    adverse effect on our operating results, financial condition,
    and liquidity.
    Risks
    Related to Our Business
  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 7% of our total net sales for the
    fiscal year ended September 30, 2009.
    Sales to our top five customers and suppliers of those customers
    accounted for approximately 29% of our total net sales for the
    fiscal year ended September 30, 2009.   18




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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
      We
    have been and may continue to be adversely affected by the
    current economic environment.
  and/or and/or
  Availability
    of net operating losses may be reduced by a change in
    control.
   19




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Our
    market share may be adversely impacted at any time by a
    significant number of competitors.
  and/or
  International
    economic and political factors could affect demand for products
    which could impact our financial condition and results of
    operations.
  and/or
  Increases
    in the price or interruptions in the availability of raw
    materials could reduce our profits.
  just-in-time
   20




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We may
    incur potential product liability and recall
    costs.
    Litigation
    against us could be costly and time consuming to
    defend.
    The
    departure of key personnel could adversely affect our
    operations.
      The
    seasonal nature of our business could impact our business,
    financial condition and results of operations.
   21




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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.
        We may
    not achieve the expected benefits of Neenahs new mold line
    on a timely basis or at all.
  40-year-old
  If we
    are unable to integrate acquired businesses, that may adversely
    affect operations.
   22




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Our
    controlling stockholders may have interests that differ from the
    interests of other investors.
    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. 23




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We do
    not expect to pay any dividends for the foreseeable
    future.
  1 2 1 2
  The
    price of our common stock may fluctuate significantly, which
    could lead to losses for stockholders.
      
    variations in our operating results;
    expenses associated with accounting and internal control
    requirements applicable to public companies;
    announcements of strategic alliances or significant agreements
    by us or by our competitors;
    recruitment or departure of key personnel;
    changes in the estimates of our operating results or changes in
    recommendations by any securities analyst that elects to follow
    our common stock;
    market conditions in our industry, the industries of our
    customers and the economy as a whole;
    sales of large blocks of our common stock; and
    changes in accounting principles or changes in interpretations
    of existing principles, which could affect our financial results.  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.
   24




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The
    availability of shares for issuance in the future could reduce
    the market price of our common stock.
      We
    incur significant costs as a result of operating as a public
    company, and our management is required to devote substantial
    time to compliance with rules and regulations that impact public
    companies.
    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

Idle 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

Idle 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      25




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1 2
  Item 3.
    Legal
    Proceedings          Item 4.
    Submission
    of Matters to a Vote of Security Holders   26




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Executive
    Officers of the Registrant    Name

Age

PositionRobert E. Ostendorf, Jr.


59


President and Chief Executive OfficerJeffrey S. Jenkins


51


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


66


Division President  Mercer Forge CorporationJohn H. Andrews


64


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


59


Neenah Corporate Vice President  Industrial Products
    SalesFrank Headington


60


Neenah Corporate Vice President  Technology   Mr. Ostendorf
  Mr. Jenkins
  Mr. Ackerman
  Mr. Andrews
  Mr. Fratarcangeli
 27




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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
    
    35,000,000 authorized shares of NEI common stock and 1,000,000
    authorized shares of preferred stock, of which
    15,385,622 shares of common stock and no shares of
    preferred stock were outstanding; and
    outstanding warrants to purchase 834,669 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



1.55December 31, 2008


2.00



0.15March 31, 2009


0.77



0.15June 30, 2009


0.60



0.20September 30, 2009


0.30



0.16  28




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Item 6.
    Selected
    Financial Data      Fiscal Year Ended September 30,2009


2008


2007


2006


2005(In thousands)Statement of Operations Data:Net sales

$
332,998


$
510,818


$
483,623


$
542,452


$
541,772Cost of sales


337,646



449,773



408,904



442,558



440,818Gross profit (loss)


(4,648
)


61,045



74,719



99,894



100,954Selling, general and administrative expenses


34,288



38,895



38,119



34,314



34,467Litigation settlement


















6,500Amortization expense


8,501



7,143



7,121



7,120



7,124Goodwill impairment charge


88,136















Restructuring costs


4,148















Other (income) expenses


(109
)


(210
)


453



127



953Operating income (loss)


(139,612
)


15,217



29,026



58,333



51,910Interest expense, net


33,947



32,390



31,344



33,327



33,406Debt refinancing costs


803







20,429







Income (loss) from continuing operations before income taxes


(174,362
)


(17,173
)


(22,747
)


25,006



18,504Provision (credit) for income taxes


(24,419
)


(5,141
)


(8,819
)


8,857



3,409Income (loss) from continuing operations


(149,943
)


(12,032
)


(13,928
)


16,149



15,095Loss from discontinued operations, net of income taxes


















Net income (loss)

$
(149,943
)

$
(12,032
)

$
(13,928
)

$
16,149


$
15,095Earnings (Loss) Per Share:Basic

$
(10.14
)

$
(0.87
)

$
(1.31
)

$
1.72


$
1.71Diluted

$
(10.14
)

$
(0.87
)

$
(1.31
)

$
.99


$
.94Balance Sheet Data (at end of period):Cash and cash equivalents

$



$



$



$
910


$
3,484Working capital


(5,074
)


57,647



90,507



74,061



62,979Total assets


286,611



486,499



443,974



410,920



412,555Total debt including capital lease obligations


356,741



360,154



318,587



265,416



271,754Total stockholders equity


(162,486
)


15,044



30,565



39,228



17,395Other Financial Data:Capital expenditures


13,431



44,583



48,733



17,803



17,572Supplemental Data:Ratio of earnings to fixed charges(1)


N/A



N/A



N/A



1.73



1.54     (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,
    2009, 2008, and 2007 by $174.4 million, $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. 29




---



##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
    Recent
    Developments
  Going Concern.
  Liquidity and Debt Instruments. 1 2 1 2 1 2 1 2 1 2 1 2
   30




---



##### Table of Contents



1 2 1 2
  and/or and/or
  Goodwill.
  Gregg Closure.
   31




---



##### Table of Contents



Kendallville Closure.
  Tontine Intentions. 1 2 1 2
  New Mold Line. 40-year-old state-of-the-art Start-up
  Asset Purchase.
  Increase of 2006 Credit Facility.
  Steel Scrap Volatility.
 32




---



##### Table of Contents



Cost Reduction Actions.
  RESULTS
    OF OPERATIONS
  FISCAL
    YEAR ENDED SEPTEMBER 30, 2009 COMPARED TO THE FISCAL YEAR ENDED
    SEPTEMBER 30, 2008
  Net Sales.
  Cost of Sales.
  Gross Profit (loss).
  Selling, General and Administrative
    Expenses.
  Restructuring costs.
  Goodwill impairment charge.
  Amortization of Intangible
    Assets.
 33




---



##### Table of Contents



Other Operating Expenses.
  Operating income (loss).
  Net Interest Expense.
  Refinancing costs.
  Provision for Income Taxes.
  Net Loss and Loss Per Share.
  FISCAL
    YEAR ENDED SEPTEMBER 30, 2008 COMPARED TO THE FISCAL YEAR ENDED
    SEPTEMBER 30, 2007
  Net Sales.
  Cost of Sales.
  Gross Profit.
 34




---



##### Table of Contents



Selling, General and Administrative
    Expenses.
  Amortization of Intangible
    Assets.
  Other Operating Expenses.
  Operating Income.
  Net Interest Expense.
  Debt Refinancing Costs.
  Provision for Income Taxes.
  Net Loss and Loss Per Share.
  LIQUIDITY
    AND CAPITAL RESOURCES
  Refinancing Transactions. 1 2 1 2 1 2 1 2 1 2
 35




---



##### Table of Contents



2006 Credit Facility.
  1 2 1 2
    1 2
  91/2% Notes. 1 2 1 2 1 2
 36




---



##### Table of Contents



1 2 1 2 1 2 1 2 1 2 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 1 2 and/or
     37




---



##### Table of Contents



Future Liquidity and Capital Needs. 1 2 1 2 1 2 1 2
  and/or and/or
  OFF-BALANCE
    SHEET ARRANGEMENTS
   38




---



##### Table of Contents



CONTRACTUAL
    OBLIGATIONS
    Less Than








More ThanTotal


1 Year


1-3 Years


3-5 Years


5 YearsLong-term debt

$
300.0


$



$



$
75.0


$
225.0Interest on long-term debt


208.3



38.9



61.5



54.5



53.4Revolving line of credit


55.2



55.2











Interest and fees on revolving line of credit


2.1



2.1











Capital leases


1.6



0.2



0.5



0.5



0.4Operating leases


5.8



2.0



2.6



1.2



New mold line commitments


3.5



3.5











Total contractual obligations

$
576.5


$
101.9


$
64.6


$
131.2


$
278.8     CRITICAL
    ACCOUNTING ESTIMATES
          
    Defined-Benefit Pension Plans.  We account for
    Neenahs defined benefit pension plans in accordance with
    Statement of Financial Accounting Standards No. 158
    Accounting for Defined Benefit Pension and Other
    Postretirement Plans, an amendment of FASB Statement
    No. 87, 88, 106 and 132(R) (SFAS 158) (FASB
    Accounting Standards Codification (ASC) Topic 715), 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 formerly
    SFAS 158 is the expected return on plan assets. We have
    assumed that 39




---



##### Table of Contents



the expected long-term rate of return on plan assets will be
    7.00% 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.
    We developed a level equivalent yield using the expected cash
    flows from the pension plans based on the September 30,
    2009 Citigroup Pension Discount Curve and Index. This level
    equivalent yield was 5.56% at September 30, 2009. 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, we have
    established our discount rate assumption for determination of
    the projected benefit obligation of the pension plans at 5.50%,
    based on a June 30, 2009 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 formerly
    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 5.50% in fiscal 2009. In 2009, our assumed
    healthcare cost trend rate was 8.5% decreasing gradually to 5.0%
    in 2016 and then remaining at that level thereafter. Changes in
    these rates could materially affect our future operating results
    and net worth. A one percentage point change in the healthcare
    cost trend rate would have the following effect (in thousands):  1% Increase

1% DecreaseEffect on total of service cost and interest cost

$
197


$
(156
)Effect on postretirement benefit obligation


2,029



(1,606
)   Recent
    Accounting Pronouncements
       40




---



##### Table of Contents



FAS 142-3, (FSP 142-3) FSP 142-3 FSP 142-3 FSP 142-3
        Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    1 2 1 2
 41




---



##### 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. Rules 13a-15(f) 15d-15(f).
    Internal Control  Integrated
    Framework
   42




---



##### Table of Contents



Internal Control Over Financial
    Reporting. Rules 13a-15(f) 15d-15(f)
  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
 43




---



##### 



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


45Consolidated Balance Sheets


46Consolidated Statements of Operations


48Consolidated Statements of Changes in
    Stockholders Equity


49Consolidated Statements of Cash Flows


50Notes to Consolidated Financial Statements


51Consolidated Financial Statements of Neenah Foundry
    CompanyReport of Independent Registered Public
    Accounting Firm


73Consolidated Balance Sheets


74Consolidated Statements of Operations


76Consolidated Statements of Changes in
    Stockholders Equity


77Consolidated Statements of Cash Flows


78Notes to Consolidated Financial Statements


79(2)


Financial Statement SchedulesReport of Independent Registered Public
    Accounting Firm


107Schedule II  Valuation and
    Qualifying Accounts of Neenah Enterprises, Inc, and Neenah
    Foundry Company


108    Regulation S-X.
             44




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm               
 45




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Consolidated Balance Sheets
  September 302009


2008(In thousands, except share and per share data)AssetsCurrent assets:Cash

$



$
Accounts receivable, less allowance for doubtful accounts of
    $1,900 in 2009 and $2,828 in 2008


47,808



92,489Inventories


45,431



71,015Assets held for sale


2,960



Refundable income taxes






7,363Deferred income taxes






4,610Other current assets


3,209



4,486Total current assets


99,408



179,963Property, plant and equipment:Land


4,573



7,706Buildings and improvements


26,274



34,420Machinery and equipment


153,754



162,558Patterns


17,403



16,205Construction in progress


4,793



1,979206,797



222,868Less accumulated depreciation


67,529



62,628139,268



160,240Deferred financing costs, net of accumulated amortization of
    $1,257 in 2009 and $800 in 2008


2,543



3,000Identifiable intangible assets, net of accumulated amortization
    of $44,130 in 2009 and $35,629 in 2008


39,717



48,218Goodwill






88,136Other assets


5,675



6,94247,935



146,296$
286,611


$
486,499  46




---



##### Table of Contents



Neenah
    Enterprises, Inc.
    Consolidated Balance Sheets
  September 302009


2008(In thousands, exceptshare and per share data)Liabilities and stockholders equityCurrent liabilities:Accounts payable

$
16,362


$
39,452Accrued wages and employee benefits


9,963



12,525Accrued interest


5,449



5,572Accrued interest  related party


10,254



2,344Other accrued liabilities


4,277



2,669Current portion of long-term debt


55,159



59,683Current portion of capital lease obligations


58



71Total current liabilities


101,522



122,316Long-term debt


225,000



225,000Long-term debt  related party


75,000



75,000Capital lease obligations


1,524



400Deferred income taxes






29,065Postretirement benefit obligations


10,925



8,052Pension benefit obligations


28,332



5,253Other liabilities


6,794



6,369Total liabilities


449,097



471,455Commitments and contingenciesStockholders equity (deficit):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, 15,385,622 and 14,625,326 issued and outstanding at
    September 30, 2009 and 2008, respectively


154



146Capital in excess of par value


6,203



6,132Retained earnings (accumulated deficit)


(141,940
)


8,539Accumulated other comprehensive income (loss)


(26,903
)


227Total stockholders equity (deficit)


(162,486
)


15,044$
286,611


$
486,499    47




---



##### Table of Contents



Neenah
    Enterprises, Inc.Consolidated Statements of Operations
  Years Ended September 302009


2008


2007(In thousands, except shareand per share data)Net sales

$
332,998


$
510,818


$
483,623Cost of sales


337,646



449,773



408,904Gross profit (loss)


(4,648
)


61,045



74,719Selling, general and administrative expenses


34,288



38,895



38,119Amortization of intangible assets


8,501



7,143



7,121Goodwill impairment charge


88,136







Restructuring costs


4,148







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


(109
)


(210
)


453Operating income (loss)


(139,612
)


15,217



29,026Other income (expense):Interest expense


(24,181
)


(23,094
)


(24,610
)Interest expense  related party


(9,785
)


(9,375
)


(7,090
)Interest income


19



79



356Debt refinancing costs


(803
)






(20,429
)Loss before income taxes


(174,362
)


(17,173
)


(22,747
)Income tax benefit


(24,419
)


(5,141
)


(8,819
)Net loss

$
(149,943
)

$
(12,032
)

$
(13,928
)Loss per share:Basic

$
(10.14
)

$
(0.87
)

$
(1.31
)Diluted

$
(10.14
)

$
(0.87
)

$
(1.31
)    48




---



##### 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, 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



15,044Impact of the adoption of the measurement date provisions of
    SFAS 158 SFAS 158 net of tax effect of $0










(536
)






(536
)Exercise of stock warrants for 750,000 shares of common
    stock


8



30











38Components of comprehensive loss:Net loss










(149,943
)






(149,943
)Pension liability adjustment, net of tax effect of $0














(27,130
)


(27,130
)Total comprehensive loss


















(177,073
)Stock based compensation






41











41Balance at September 30, 2009

$
154


$
6,203


$
(141,940
)

$
(26,903
)

$
(162,486
)    49




---



##### Table of Contents



Neenah
    Enterprises, Inc.Consolidated Statements of Cash Flows
  Years Ended September 302009


2008


2007(In thousands)Operating activitiesNet loss

$
(149,943
)

$
(12,032
)

$
(13,928
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Provision for obsolete inventories


4,926



67



669Provision for bad debts


434



927



1,047Depreciation


31,417



16,913



13,934Goodwill impairment charge


88,136







Amortization of identifiable intangible assets


8,501



7,143



7,121Amortization of deferred financing costs and discount on notes


457



457



862Write-off of deferred financing costs and discount on notes










7,512Loss(gain) on disposal of property, plant and equipment


(109
)


(210
)


453Deferred income taxes


(17,092
)


2,091



(2,578
)Stock based compensation expense


41



408



41Changes in operating assets and liabilities:Accounts receivable


44,247



(11,505
)


3,029Inventories


20,658



(6,325
)


(3,018
)Accounts payable


(23,090
)


11,133



(2,002
)Accrued liabilities


6,833



(3,455
)


(741
)Postretirement benefit obligations






2,783



(245
)Pension benefit obligations


(1,714
)


(3,544
)


(1,139
)Other assets and liabilities


2,969



2,411



(5,837
)Net cash provided by operating activities


16,671



7,262



5,180Investing activitiesPurchase of property, plant and equipment


(13,431
)


(44,583
)


(48,733
)Proceeds from sale of property, plant and equipment


135



56



88Acquisition of business






(4,349
)


Other






(799
)


(277
)Net cash used in investing activities


(13,296
)


(49,675
)


(48,922
)Financing activitiesNet change in revolver balance


(4,524
)


42,531



Proceeds from long-term debt










225,000Proceeds from long-term debt  related party










75,000Payments on long-term debt and capital lease obligations


(63
)


(165
)


(253,579
)Proceeds from new capital lease obligations


1,174







Debt issuance costs










(3,800
)Proceeds from the exercise of stock warrants


38



47



211Net cash provided by (used in) financing activities


(3,375
)


42,413



42,832Increase (decrease) in cash










(910
)Cash at beginning of year










910Cash at end of year

$



$



$
Supplemental disclosures of cash flows information:Interest paid

$
26,160


$
32,267


$
29,898Income taxes paid (received)


(7,030
)


(4,664
)


494    50




---



##### Table of Contents



Neenah
    Enterprises, Inc.Notes to Consolidated Financial Statements
    September 30, 2009
    (In Thousands, Except Share and Per Share Data)
  1.
    Organization
    and Description of Business      2.
    Basis of
    Presentation and Summary of Significant Accounting
    Policies  Principles
    of Consolidation
    Going
    Concern
   51




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  and/or
  Use of
    Estimates
    Accounts
    Receivable
    Inventories
  last-in, first-in,
  Assets
    Held for Sale
    Property,
    Plant and Equipment
    Capitalized
    Interest
   52




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Deferred
    Financing Costs
    Identifiable
    Intangible Assets
    Goodwill
            Castings


Other


ConsolidatedBalance at September 30, 2008

$
86,699


$
1,437


$
88,136Impairment charges


(86,699
)


(1,437
)


(88,136
)Balance at September 30, 2009

$



$



$
   Impairment
    of Long-Lived Assets
   53




---



##### 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
   54




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2009


2008


2007Numerator:Income (loss) used in computing basic and diluted earnings per
    share:Net loss

$
(149,943
)

$
(12,032
)

$
(13,928
)Denominator:Denominator for basic earnings per share 
    weighted-average common shares outstanding


14,792,826



13,860,634



10,663,274Effect of dilutive securities  employee stock
    compensation plan










Effect of dilutive securities  stock warrants










Denominator for diluted earnings per share  adjusted
    weighted-average shares outstanding


14,792,826



13,860,634



10,663,274         Stock
    Based Compensation
    New
    Accounting Pronouncements
   55




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
          FAS 142-3, (FSP 142-3) FSP 142-3 FSP 142-3 FSP 142-3
       56




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    3.
    Acquisition
    and Divestitures  Morgans Welding.
    Accounts receivable

$
827Inventories


561Other current assets


13Property, plant and equipment


1,665Identifiable intangible assets


410Goodwill


1,437Current liabilities


(564
)$
4,349   Kendallville Closure.
  Gregg Closure.
 57




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   4.
    Inventories    2009


2008Raw materials

$
5,497


$
9,899Work in process and finished goods


27,046



43,901Supplies


12,888



17,215$
45,431


$
71,015   5.
    Intangible
    Assets    2009


2008Gross





GrossCarrying


Accumulated


Carrying


AccumulatedAmount


Amortization


Amount


AmortizationAmortizable intangible assets:Customer lists

$
67,150


$
40,217


$
67,150


$
33,515Tradenames


16,542



3,851



16,542



2,063Other


155



62



155



51$
83,847


$
44,130


$
83,847


$
35,629     6.
    Long-Term
    Debt    2009


2008121/2% Senior
    Subordinated Notes

$
75,000


$
75,00091/2% Senior
    Secured Notes


225,000



225,000Revolving credit facility


55,159



59,683355,159



359,683Less current portion


55,159



59,683$
300,000


$
300,000   1 2 1 2 1 2 1 2 1 2 1 2
 58




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    1 2 1 2 No. 95-22,
  1 2
  1 2 1 2 1 2 1 2
 59




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  The
    91/2% Notes
    mature on January 1, 2017. 1 2 1 2
  1 2 1 2 paid-in-kind 1 2 1 2 1 2 1 2
  1 2 1 2 1 2 1 2
    7.
    Commitments
    and Contingencies      2009


2008Machinery and equipment

$
1,606


$
598Less accumulated depreciation


563



265$
1,043


$
333  60




---



##### Table of Contents



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


CapitalLeases


Leases2010

$
2,030


$
3082011


1,521



3082012


1,012



3002013


749



3342014


475



251Thereafter


26



388Total minimum lease payments

$
5,813



1,889Less amount representing interest






307Present value of minimum lease payments






1,582Less current portion






58Capital lease obligations





$
1,524     40-year-old state-of-the-art Start-up
     61




---



##### 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


123,000


$
7.77Options granted


0



Options forfeited


(14,000
)


7.77Options exercised


0



Options outstanding, end of the year


109,000


$
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      62




---



##### 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


109,000



5.3


$
7.77


$

       10.
    Income
    Taxes    Balance at October 1, 2008

$
1,125Gross decreases for tax positions of prior years


(594
)Gross increases for tax positions of the current year


4Lapse of statute of limitations


(37
)Balance at September 30, 2009

$
498        63




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Years Ended September 302009


2008


2007Current:Federal

$
(319
)

$
(7,759
)

$
(6,593
)State


204



527



352(115
)


(7,232
)


(6,241
)Deferred


(24,304
)


2,091



(2,578
)$
(24,419
)

$
(5,141
)

$
(8,819
)     Years Ended September 302009


2008


2007Provision at statutory rate

$
(61,027
)

$
(6,011
)

$
(7,961
)State income taxes, net of federal taxes


133



343



(841
)Change in valuation allowance


6,569



1,864



Lapse of statute of limitations






(1,222
)


Permanent difference due to goodwill write-off


30,342







Other


(436
)


(115
)


(17
)Provision (credit) for income taxes

$
(24,419
)

$
(5,141
)

$
(8,819
)  64




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2009


2008Deferred income tax liabilities:Property, plant and equipment

$
(17,077
)

$
(17,750
)Identifiable intangible assets


(14,446
)


(18,371
)Other


(556
)


(521
)(32,079
)


(36,642
)Deferred income tax assets:Inventories


2,487



492Employee benefit plans


17,777



6,588Accrued vacation


1,744



1,939Other accrued liabilities


2,067



1,662Federal and State net operating loss


30,156



1,919Other


1,245



1,506Total deferred tax assets


55,476



14,106Valuation allowance for deferred income tax assets


(23,397
)


(1,919
)



12,187Net deferred income tax liability

$



$
(24,455
)Included in the consolidated balance sheets as:Current deferred income tax asset

$
5,948


$
4,610Noncurrent deferred income tax liability


17,449



(27,146
)$
23,397


$
(22,536
)Valuation Allowance for deferred income tax assets


(23,397
)


(1,919
)$



$
(24,455
)     11.
    Employee
    Benefit Plans  Defined-Benefit
    Pension Plans and Postretirement Benefits
     65




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Adoption
    of formerly SFAS 158 (ASC Topic 715)
        OtherPension

PostretirementPlans

BenefitsPrior service cost

$
746


$
2,113Net actuarial (gain) loss


25,522



(1,478
)     OtherPension

PostretirementPlans

BenefitsPrior service cost

$
69


$
163Net actuarial (gain) loss


(355
)


(43
)  66




---



##### Table of Contents



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


PostretirementBenefits


Benefits2009


2008


2009


2008Change in benefit obligation:Benefit obligation beginning of year

$
73,065


$
74,871


$
8,468


$
5,586Service cost


1,716



1,503



340



313Interest cost


6,014



4,543



732



528Unrecognized prior service cost














Plan amendments






499







2,844Actuarial gains (losses)


13,654



(5,210
)


2,387



(214
)Benefits paid


(4,481
)


(3,141
)


(593
)


(589
)Benefit obligation end of year

$
89,968


$
73,065


$
11,334


$
8,468Change in plan assets:Fair value of plan assets, July 1

$
68,516


$
70,716


$



$
Actual return (loss) on plan assets


(5,199
)


(3,022
)






Company contributions


1,330



3,963



593



589Benefits paid


(4,481
)


(3,141
)


(593
)


(589
)Fair value of plan assets, September 30

$
60,168


$
68,516


$



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

$
(29,800
)

$
(4,549
)

$
(11,334
)

$
(8,468
)Fourth quarter contributions










6



148$
(29,800
)

$
(4,549
)

$
(11,328
)

$
(8,320
)Amounts recognized in the consolidated balance sheets at
    September 30:Prepaid benefit cost (long-term asset)

$



$
704


$



$
Accrued benefit liability (long-term liability)


(28,332
)


(5,253
)


(10,925
)


(8,052
)Accrued benefit liability (current liability)


(1,468
)






(396
)


(268
)$
(29,800
)

$
(4,549
)

$
(11,321
)

$
(8,320
)    67




---



##### Table of Contents



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


Postretirement Benefits2009


2008


2007


2009


2008


2007Service cost

$
1,716


$
1,503


$
1,798


$
340


$
313


$
179Interest cost


6,014



4,543



4,421



732



528



324Expected return on plan assets


(6,048
)


(5,588
)


(5,255
)










Amortization of prior service cost (credit)


69



30



30



204



163



(32
)Recognized net actuarial (gain) loss


(139
)


(14
)






(207
)


(206
)


(275
)Net periodic benefit cost

$
1,612


$
474


$
994


$
1,069


$
798


$
196   Assumptions
    Pension Benefits

Postretirement Benefits2009

2008

2009

2008Discount rate


5.50
%


6.75
%


5.50
%


6.75
%     Pension Benefits

Postretirement Benefits2009

2008

2007

2009

2008

2007Discount rate


5.50%



6.25%



6.25%



5.50
%


6.25
%


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


7.00% 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

$
197


$
(156
)Effect on postretirement benefit obligation


2,029



(1,606
)   Pension
    Plan Assets
    2009


2008Asset category:Equity securities


58
%


55
%Debt securities


33



34Real estate


3



5Other


6



6100
%


100
%  68




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  non-U.S. stocks
    Benefit
    Payments and Contributions
    2010





$
3,7702011






3,9232012






4,0622013






4,3502014






4,7012015  2019






30,016$
50,822     Defined-Contribution
    Retirement Plans
    Other
    Employee Benefits
     69




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    12.
    Segment
    Information      Years Ended September 302009


2008


2007Revenues from external customers:Castings

$
300,266


$
461,391


$
437,592Forgings


24,948



41,258



37,113Other


15,283



18,245



18,321Elimination of intersegment revenues


(7,499
)


(10,076
)


(9,403
)$
332,998


$
510,818


$
483,623Net income (loss):Castings

$
(146,616
)

$
(11,226
)

$
(12,540
)Forgings


(1,275
)


(1,209
)


(1,551
)Other


(2,557
)


468



(150
)Elimination of intersegment income (loss)


505



(65
)


223$
(149,943
)

$
(12,032
)

$
(13,928
)Total assets:Castings

$
277,108


$
471,509


$
431,907Forgings


19,715



26,324



19,015Other


9,649



11,187



8,336Elimination of intersegment assets


(19,861
)


(22,521
)


(15,284
)$
286,611


$
486,499


$
443,974   70




---



##### Table of Contents



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

Forgings

Other

TotalYear ended September 30, 2009:Interest expense

$
29,486


$
3,781


$
699


$
33,966Interest income


19











19Income tax benefit


(21,009
)


(3,165
)


(245
)


(24,419
)Depreciation and amortization expense


124,507



1,022



2,525



128,054Expenditures for long-lived assets


12,537



762



132



13,431Year 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



48,733   Geographic
    Information
  Long-LivedNet Sales


Assets(1)Year ended September 30, 2009:United States

$
318,192


$
139,268Foreign countries


14,806



$
332,998


$
139,268Year 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


$
131,550     (1)
    
    Represents property, plant and equipment. 71




---



##### Table of Contents



Neenah
    Enterprises, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   13.
    Quarterly
    Results of Operations (Unaudited)  Year Ended September 30, 20091st Quarter

2nd Quarter

3rd Quarter

4th QuarterNet sales

$
97,635


$
79,863


$
72,394


$
83,106Gross profit


2,324



(11,344
)


35



4,337Net income (loss)


(11,702
)


(109,504
)


(13,307
)


(15,430
)Earnings (loss) per common share:Basic

$
(0.80
)

$
(7.50
)

$
(0.90
)

$
(0.94
)Diluted


(0.80
)


(7.50
)


(0.90
)


(0.94
)   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
)  72




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm               
   73




---



##### Table of Contents



Neenah
    Foundry Company
  Consolidated
    Balance Sheets
  September 302009


2008(In thousands, except share and per share data)AssetsCurrent assets:Cash

$



$
Accounts receivable, less allowance for doubtful accounts of
    $1,900 in 2009 and $2,828 in 2008


47,808



92,489Inventories


45,431



71,015Assets held for sale


2,960



Refundable income taxes






7,363Deferred income taxes






4,610Other current assets


3,209



4,486Total current assets


99,408



179,963Property, plant and equipment:Land


4,573



7,706Buildings and improvements


26,274



34,420Machinery and equipment


153,754



162,558Patterns


17,403



16,205Construction in progress


4,793



1,979206,797



222,868Less accumulated depreciation


67,529



62,628139,268



160,240Deferred financing costs, net of accumulated amortization of
    $1,257 in 2009 and $800 in 2008


2,543



3,000Identifiable intangible assets, net of accumulated amortization
    of $44,130 in 2009 and $35,629 in 2008


39,717



48,218Goodwill






88,136Other assets


5,675



6,94247,935



146,296$
286,611


$
486,499    74




---



##### Table of Contents



Neenah
    Foundry Company
    Consolidated Balance Sheets
  September 302009


2008(In thousands, except share and per share data)Liabilities and stockholders equityCurrent liabilities:Accounts payable

$
16,362


$
39,452Accrued wages and employee benefits


9,963



12,525Accrued interest


5,449



5,572Accrued interest  related party


10,254



2,344Other accrued liabilities


4,615



2,969Current portion of long-term debt


55,159



59,683Current portion of capital lease obligations


58



71Total current liabilities


101,860



122,616Long-term debt


225,000



225,000Long-term debt  related party


75,000



75,000Capital lease obligations


1,524



400Deferred income taxes






29,065Postretirement benefit obligations


10,925



8,052Pension benefit obligations


28,332



5,253Other liabilities


6,794



6,369Total liabilities


449,435



471,755Commitments and contingenciesStockholders equity (deficit):Common stock, par value $100 per share; 1,000 shares
    authorized, issued and outstanding


100



100Capital in excess of par value


5,919



5,878Retained earnings (accumulated deficit)


(141,940
)


8,539Accumulated other comprehensive income (loss)


(26,903
)


227Total stockholders equity (deficit)


(162,824
)


14,744$
286,611


$
486,499    75




---



##### Table of Contents



Neenah
    Foundry Company
  Consolidated Statements of Operations
  Years EndedSeptember 302009


2008


2007(In thousands)Net sales

$
332,998


$
510,818


$
483,623Cost of sales


337,646



449,773



408,904Gross profit (loss)


(4,648
)


61,045



74,719Selling, general and administrative expenses


34,288



38,895



38,119Amortization expense


8,501



7,143



7,121Goodwill impairment charge


88,136







Restructuring costs


4,148







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


(109
)


(210
)


453Operating income (loss)


(139,612
)


15,217



29,026Other income (expense):Interest expense


(24,181
)


(23,094
)


(24,610
)Interest expense  related party


(9,785
)


(9,375
)


(7,090
)Interest income


19



79



356Debt refinancing costs


(803
)






(20,429
)Loss before income taxes


(174,362
)


(17,173
)


(22,747
)Income tax benefit


(24,419
)


(5,141
)


(8,819
)Net loss

$
(149,943
)

$
(12,032
)

$
(13,928
)    76




---



##### Table of Contents



Neenah
    Foundry CompanyConsolidated Statements of Changes in
    Stockholders Equity
  OtherCapital





ComprehensiveCommon


in Excess of


Retained


(Loss)Stock


Par Value


Earnings


Income


Total(In thousands)Balance 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


$
14,744Impact of the adoption of the measurement date provisions of
    SFAS 158 net of tax effect of $0










(536
)






(536
)Components of comprehensive loss:Net loss










(149,943
)






(149,943
)Pension liability adjustment, net of tax effect of $0














(27,130
)


(27,130
)Total comprehensive loss


















(177,073
)Stock based compensation






41











41Balance at September 30, 2009

$
100


$
5,919


$
(141,940
)

$
(26,903
)

$
(162,824
)    77




---



##### Table of Contents



Neenah
    Foundry CompanyConsolidated Statements of Cash Flows
  Years EndedSeptember 302009


2008


2007(In thousands)Operating activitiesNet loss

$
(149,943
)

$
(12,032
)

$
(13,928
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Provision for obsolete inventories


4,926



67



669Provision for bad debts


434



927



1,047Depreciation


31,417



16,913



13,934Goodwill impairment charge


88,136







Amortization of identifiable intangible assets


8,501



7,143



7,121Amortization of deferred financing costs and discount on notes


457



457



862Write-off of deferred financing costs and discount on notes










7,512Loss (gain) on disposal of property, plant and equipment


(109
)


(210
)


453Deferred income taxes


(17,092
)


2,091



(2,578
)Stock based compensation expense


41



408



41Changes in operating assets and liabilities:Accounts receivable


44,247



(11,505
)


3,029Inventories


20,658



(6,325
)


(3,018
)Accounts payable


(23,090
)


11,133



(2,002
)Accrued liabilities


6,871



(3,408
)


(530
)Postretirement benefit obligations






2,783



(245
)Pension benefit obligations


(1,714
)


(3,544
)


(1,139
)Other assets and liabilities


2,969



2,411



(5,837
)Net cash provided by operating activities


16,709



7,309



5,391Investing activitiesPurchase of property, plant and equipment


(13,431
)


(44,583
)


(48,733
)Proceeds from sale of property, plant and equipment


135



56



88Acquisition of business






(4,349
)


Other






(799
)


(277
)Net cash used in investing activities


(13,296
)


(49,675
)


(48,922
)Financing activitiesNet change in revolver balance


(4,524
)


42,531



Proceeds from long-term debt










225,000Proceeds from long-term debt  related party










75,000Payments on long-term debt and capital lease obligations


(63
)


(165
)


(253,579
)Proceeds from new capital lease obligations


1,174







Debt issuance costs










(3,800
)Net cash provided by (used in) financing activities


(3,413
)


42,366



42,621Increase (decrease) in cash










(910
)Cash at beginning of year










910Cash at end of year

$



$



$
Supplemental disclosures of cash flows information:Interest paid

$
26,160


$
32,267


$
29,898Income taxes paid (received)


(7,030
)


(4,664
)


494    78




---



##### Table of Contents



Neenah
    Foundry CompanyNotes to Consolidated Financial StatementsSeptember 30, 2009
    (In Thousands, Except Share and Per Share Data)
  1.
    Organization
    and Description of Business      2.
    Basis of
    Presentation and Summary of Significant Accounting
    Policies  Principles
    of Consolidation
    Going
    Concern
  1 2 1 2
 79




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
  1 2 1 2 and/or
  Use of
    Estimates
    Accounts
    Receivable
    Inventories
  last-in, first-in,
  Assets
    Held for Sale
    Property,
    Plant and Equipment
    Capitalized
    Interest
   80




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Deferred
    Financing Costs
    Identifiable
    Intangible Assets
    Goodwill
            Castings


Other


ConsolidatedBalance at September 30, 2008

$
86,699


$
1,437


$
88,136Impairment charges


(86,699
)


(1,437
)


(88,136
)Balance at September 30, 2009

$



$



$
   Impairment
    of Long-Lived Assets
   81




---



##### Table of Contents



Neenah
    Foundry Company
  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
    Stock
    Based Compensation
    New
    Accounting Pronouncements
   82




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
          FAS 142-3, (FSP 142-3) FSP 142-3 FSP 142-3 FSP 142-3
       83




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
    3.
    Acquisition
    and Divestitures  Morgans Welding.
    Accounts receivable

$
827Inventories


561Other current assets


13Property, plant and equipment


1,665Identifiable intangible assets


410Goodwill


1,437Current liabilities


(564
)$
4,349   Kendallville Closure.
  Gregg Closure.
 84




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
    4.
    Inventories    2009


2008Raw materials

$
5,497


$
9,899Work in process and finished goods


27,046



43,901Supplies


12,888



17,215$
45,431


$
71,015   5.
    Intangible
    Assets    2009


2008Gross





GrossCarrying


Accumulated


Carrying


AccumulatedAmount


Amortization


Amount


AmortizationAmortizable intangible assets:Customer lists

$
67,150


$
40,217


$
67,150


$
33,515Tradenames


16,542



3,851



16,542



2,063Other


155



62



155



51$
83,847


$
44,130


$
83,847


$
35,629     6.
    Long-Term
    Debt    2009


2008121/2% Senior
    Subordinated Notes

$
75,000


$
75,00091/2% Senior
    Secured Notes


225,000



225,000Revolving credit facility


55,159



59,683355,159



359,683Less current portion


55,159



59,683$
300,000


$
300,000   1 2 1 2 1 2 1 2 1 2
 85




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
  1 2
    1 2 1 2 No. 95-22,
  1 2
  1 2 1 2 1 2 1 2
 86




---



##### Table of Contents



Neenah
    Foundry Company
  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
  1 2 1 2 1 2 1 2
    7.
    Commitments
    and Contingencies      2009


2008Machinery and equipment

$
1,606


$
598Less accumulated depreciation


563



265$
1,043


$
333  87




---



##### Table of Contents



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


CapitalLeases


Leases2010

$
2,030


$
3082011


1,521



3082012


1,012



3002013


749



3342014


475



251Thereafter


26



388Total minimum lease payments

$
5,813



1,889Less amount representing interest






307Present value of minimum lease payments






1,582Less current portion






58Capital lease obligations





$
1,524     40-year-old state-of-the-art Start-up
     88




---



##### 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


123,000


$
7.77Options granted


0



Options forfeited


(14,000
)


7.77Options exercised


0



Options outstanding, end of the year


109,000


$
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      89




---



##### 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


109,000



5.3


$
7.77


$

       10.
    Income
    Taxes    Balance at October 1, 2008

$
1,125Gross decreases for tax positions of prior years


(594
)Gross increases for tax positions of the current year


4Lapse of statute of limitations


(37
)Balance at September 30, 2009

$
498        90




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Years Ended September 302009


2008


2007Current:Federal

$
(319
)

$
(7,759
)

$
(6,593
)State


204



527



352(115
)


(7,232
)


(6,241
)Deferred


(24,304
)


2,091



(2,578
)$
(24,419
)

$
(5,141
)

$
(8,819
)     Years Ended September 302009


2008


2007Provision at statutory rate

$
(61,027
)

$
(6,011
)

$
(7,961
)State income taxes, net of federal taxes


133



343



(841
)Change in valuation allowance


6,569



1,864



Lapse of statute of limitations






(1,222
)


Permanent difference due to goodwill write-off


30,342







Other


(436
)


(115
)


(17
)Provision (credit) for income taxes

$
(24,419
)

$
(5,141
)

$
(8,819
)  91




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2009


2008Deferred income tax liabilities:Property, plant and equipment

$
(17,077
)

$
(17,750
)Identifiable intangible assets


(14,446
)


(18,371
)Other


(556
)


(521
)(32,079
)


(36,642
)Deferred income tax assets:Inventories


2,487



492Employee benefit plans


17,777



6,588Accrued vacation


1,744



1,939Other accrued liabilities


2,067



1,662Federal and State net operating loss


30,156



1,919Other


1,245



1,506Total deferred tax assets


55,476



14,106Valuation allowance for deferred income tax assets


(23,397
)


(1,919
)



12,187Net deferred income tax liability

$



$
(24,455
)Included in the consolidated balance sheets as:Current deferred income tax asset

$
5,948


$
4,610Noncurrent deferred income tax liability


17,449



(27,146
)$
23,397


$
(22,536
)Valuation Allowance for deferred income tax assets


(23,397
)


(1,919
)$



$
(24,455
)     11.
    Employee
    Benefit Plans  Defined-Benefit
    Pension Plans and Postretirement Benefits
     92




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Adoption
    of formerly SFAS 158 (ASC Topic 715)
        OtherPension

PostretirementPlans

BenefitsPrior service cost

$
746


$
2,113Net actuarial (gain) loss


25,522



(1,478
)     OtherPension

PostretirementPlans

BenefitsPrior service cost

$
69


$
163Net actuarial (gain) loss


(355
)


(43
)  93




---



##### Table of Contents



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


PostretirementBenefits


Benefits2009


2008


2009


2008Change in benefit obligation:Benefit obligation beginning of year

$
73,065


$
74,871


$
8,468


$
5,586Service cost


1,716



1,503



340



313Interest cost


6,014



4,543



732



528Unrecognized prior service cost














Plan amendments






499







2,844Actuarial gains (losses)


13,654



(5,210
)


2,387



(214
)Benefits paid


(4,481
)


(3,141
)


(593
)


(589
)Benefit obligation end of year

$
89,968


$
73,065


$
11,334


$
8,468Change in plan assets:Fair value of plan assets beginning of year

$
68,516


$
70,716


$



$
Actual return (loss) on plan assets


(5,199
)


(3,022
)






Company contributions


1,330



3,963



593



589Benefits paid


(4,481
)


(3,141
)


(593
)


(589
)Fair value of plan assets end of year

$
60,168


$
68,516


$



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

$
(29,800
)

$
(4,549
)

$
(11,334
)

$
(8,468
)Fourth quarter contributions










6



148$
(29,800
)

$
(4,549
)

$
(11,328
)

$
(8,320
)Amounts recognized in the consolidated balance sheets at
    September 30:Prepaid benefit cost (long-term asset)

$



$
704


$



$
Accrued benefit liability (long-term liability)


(28,332
)


(5,253
)


(10,925
)


(8,052
)Accrued benefit liability (current liability)


(1,468
)






(396
)


(268
)$
(29,800
)

$
(4,549
)

$
(11,321
)

$
(8,320
)    94




---



##### Table of Contents



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


Postretirement Benefits2009


2008


2007


2009


2008


2007Service cost

$
1,716


$
1,503


$
1,798


$
340


$
313


$
179Interest cost


6,014



4,543



4,421



732



528



324Expected return on plan assets


(6,048
)


(5,588
)


(5,255
)










Amortization of prior service cost (credit)


69



30



30



204



163



(32
)Recognized net actuarial (gain) loss


(139
)


(14
)






(207
)


(206
)


(275
)Net periodic benefit cost

$
1,612


$
474


$
994


$
1,069


$
798


$
196   Assumptions
    Pension Benefits

Postretirement Benefits2009

2008

2009

2008Discount rate


5.50
%


6.75
%


5.50
%


6.75
%     Pension Benefits

Postretirement Benefits2009

2008

2007

2009

2008

2007Discount rate


5.50%



6.25%



6.25%



5.50
%


6.25
%


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


7.00% 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

$
197


$
(156
)Effect on postretirement benefit obligation


2,029



(1,606
)   Pension
    Plan Assets
    2009


2008Asset category:Equity securities


58
%


55
%Debt securities


33



34Real estate


3



5Other


6



6100
%


100
%  95




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
  non-U.S. stocks
    Benefit
    Payments and Contributions
    2010

$
3,7702011


3,9232012


4,0622013


4,3502014


4,7012015  2019


30,016$
50,822     Defined-Contribution
    Retirement Plans
    Other
    Employee Benefits
     96




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
    12.
    Segment
    Information      Years Ended September 302009


2008


2007Revenues from external customers:Castings

$
300,266


$
461,391


$
437,592Forgings


24,948



41,258



37,113Other


15,283



18,245



18,321Elimination of intersegment revenues


(7,499
)


(10,076
)


(9,403
)$
332,998


$
510,818


$
483,623Net income (loss):Castings

$
(146,616
)

$
(11,226
)

$
(12,540
)Forgings


(1,275
)


(1,209
)


(1,551
)Other


(2,557
)


468



(150
)Elimination of intersegment income (loss)


505



(65
)


223$
(149,943
)

$
(12,032
)

$
(13,928
)Total assets:Castings

$
277,108


$
471,509


$
431,907Forgings


19,715



26,324



19,015Other


9,649



11,187



8,336Elimination of intersegment assets


(19,861
)


(22,521
)


(15,284
)$
286,611


$
486,499


$
443,974   97




---



##### Table of Contents



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

Forgings

Other

TotalYear ended September 30, 2009:Interest expense

$
29,486


$
3,781


$
699


$
33,966Interest income


19











19Income tax benefit


(21,009
)


(3,165
)


(245
)


(24,419
)Depreciation and amortization expense


124,507



1,022



2,525



128,054Expenditures for long-lived assets


12,537



762



132



13,431Year 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



48,733   Geographic
    Information
  Long-LivedNet Sales


Assets(1)Year ended September 30, 2009:United States

$
318,192


$
139,268Foreign countries


14,806



$
332,998


$
139,268Year 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


$
131,550     (1)
    
    Represents property, plant and equipment. 98




---



##### 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,
    2009
  SubsidiaryNeenah


Guarantors


Eliminations


ConsolidatedASSETSCurrent assets:Cash (overdraft)

$
2,583


$
(2,583
)

$



$
Accounts receivable, net


27,551



20,257







47,808Inventories


23,129



22,302







45,431Assets held for sale






2,960







2,960Other current assets


999



2,210







3,209Total current assets


54,262



45,146







99,408Investments in and advances to subsidiaries


70,808







(70,808
)


Property, plant and equipment, net


94,934



44,334







139,268Deferred financing costs and identifiable intangible assets, net


31,266



10,994







42,260Other assets


1,648



4,027







5,675252,918



104,501



(70,808
)


286,611LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
6,385


$
9,977


$



$
16,362Net intercompany payable






140,969



(140,969
)


Accrued wages and employee benefits


3,467



6,496







9,963Accrued interest


15,703











15,703Other accrued liabilities


1,012



3,603







4,615Current portion of long-term debt


55,159











55,159Current portion of capital lease obligations






58







58Total current liabilities


81,726



161,103



(140,969
)


101,860Long-term debt


300,000











300,000Capital lease obligations






1,524







1,524Postretirement benefit obligations


10,925











10,925Pension benefit obligations


20,420



7,912







28,332Other liabilities


2,671



4,123







6,794Stockholders equity (deficit)


(162,824
)


(70,161
)


70,161



(162,824
)$
252,918


$
104,501


$
(70,808
)

$
286,611  99




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
  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  100




---



##### Table of Contents



Neenah
    Foundry Company
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Condensed
    Consolidating Statement of Operations
  Year
    ended September 30, 2009
  SubsidiaryNeenah


Guarantors


Eliminations


ConsolidatedNet sales

$
165,713


$
172,880


$
(5,595
)

$
332,998Cost of sales


144,430



198,811



(5,595
)


337,646Gross profit


21,283



(25,931
)






(4,648
)Selling, general and administrative expenses


18,855



15,433







34,288Amortization expense


92,405



4,232







96,637Restructuring costs






4,148







4,148Loss (gain) on disposal of equipment


54



(163
)






(109
)Operating income


(90,031
)


(49,581
)






(139,612
)Other income (expense):Interest expense


(16,149
)


(17,817
)






(33,966
)Interest income


3



16







19Refinancing cost


(803
)










(803
)(16,949
)


(17,801
)






(34,731
)Loss from operations before income taxes and equity in losses of
    subsidiaries


(106,980
)


(67,366
)






(174,362
)Credit for income taxes


(16,967
)


(7,452
)






(24,419
)(90,013
)


(59,914
)






(149,943
)Equity in losses of subsidiaries


(59,914
)






59,914



Net loss

$
(149,943
)

$
(59,914
)

$
59,914


$
(149,943
)  101




---



##### 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
)  102




---



##### 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
)  103




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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, 2009
  SubsidiaryNeenah


Guarantors


Eliminations


ConsolidatedOperating activitiesNet loss

$
(149,943
)

$
(58,605
)

$
58,605


$
(149,943
)Noncash adjustments


85,459



31,252







116,711Changes in operating assets and liabilities


27,217



22,724







49,941Net cash provided by (used in) operating activities


(37,267
)


(4,629
)


58,605



16,709Investing activitiesInvestments in and advances to subsidiaries


51,910



6,695



(58,605
)


Purchase of property, plant and equipment


(8,059
)


(5,372
)






(13,431
)Other






135







135Net cash provided by (used in) investing activities


43,851



1,458



(58,605
)


(13,296
)Financing activityNet change in revolver balance


(4,524
)










(4,524
)Payments on capital lease obligations






(63
)






(63
)New capital lease obligations






1,174







1,174Net cash provided by (used in) financing activities


(4,524
)


1,111







(3,413
)Increase (decrease) in cash


2,060



(2,060
)






Cash (overdraft) at beginning of year


523



(523
)






Cash (overdraft) at end of year

$
2,583


$
(2,583
)

$



$
  104




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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, 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
)

$



$
  105




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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, 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
)

$



$
   14.
    Quarterly
    Results of Operations (Unaudited)  Year Ended September 30, 20091st Quarter

2nd Quarter

3rd Quarter

4th QuarterNet sales

$
97,635


$
79,863


$
72,394


$
83,106Gross profit


2,324



(11,344
)


35



4,337Net income (loss)


(11,702
)


(109,504
)


(13,307
)


(15,430
)   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
)  106




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm      Form 10-K).
       107




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##### Table of Contents



Schedule II
  Neenah
    Enterprises, Inc.
    Neenah Foundry Company
    Valuation and Qualifying Accounts
    Years ended September 30, 2007, 2008, and 2009
  Balance at


AdditionsBeginning


Charged to





Balance atDescription

of Period


Expense


Deductions


End of Period(Dollars in Thousands)Allowance for doubtful  accounts receivable:2007

$
1,885


$
1,047


$
670
(A)

$
2,2622008

$
2,262


$
927


$
381
(A)

$
2,8282009

$
2,828


$
434


$
1,362
(A)

$
1,900Reserve for obsolete inventory:2007

$
1,004


$
669


$
73
(B)

$
1,6002008

$
1,600


$
67


$
417
(B)

$
1,2502009

$
1,250


$
4,926


$
4,948
(B)

$
1,228Valuation allowance for deferred tax assets:2007

$
155


$



$
100
(C)

$
552008

$
55


$
1,864


$



$
1,9192009

$
1,919


$
21,478


$



$
23,397     (A)
    
    Uncollectible accounts receivable written off, net of recoveries(B)
    
    Reduction for disposition of inventory(C)
    
    Adjustment of valuation allowance 108




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##### 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/  Joseph
    CerulliJoseph
    Cerulli

Director/s/  Jeffrey
    G. MarshallJeffrey
    G. Marshall

Director/s/  David
    B. GendellDavid
    B. Gendell

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

Director/s/  Joseph
    V. LashJoseph
    V. Lash

Director  109




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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



Neenah Foundry Company does not intend to furnish an annual
    report or a proxy statement to its security holders.


110




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##### Table of Contents



NEENAH
    ENTERPRISES, INC.
    and
    NEENAH FOUNDRY COMPANY
 EXHIBIT INDEX

TO

2009 ANNUAL REPORT ON
    FORM 10-K Exhibit



Incorporated Herein

FiledNumber

Description

By Reference To

Herewith2
.1

Disclosure Statement for PrePetition 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 Neenah Foundry Companys 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 Neenah Foundry Companys 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, 2003 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 111




---



##### 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 issued by Neenah Foundry Company to
    Tontine Capital Partners, L.P., including the form of indenture
    relating to the
    121/2% Senior
    Subordinated Notes 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
.1(d)

Amendment No. 2 to Amended and Restated Loan and Security
    Agreement and Forbearance Agreement, dated as of
    November 10, 2009, among Neenah Foundry Company, its
    subsidiaries party thereto, the various lenders party thereto
    and Bank of America, N.A., as agent



X10
.1(e)

Forbearance Extension, effective as of December 23, 2009,
    among Neenah Foundry Company, its subsidiaries party thereto,
    the various lenders party thereto and Bank of America, N.A., as
    agent



X 112




---



##### Table of Contents



Exhibit



Incorporated Herein

FiledNumber

Description

By Reference To

Herewith10
.2

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

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

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

Exhibit 10.4 to the 2005 Form 10-K10
.4

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

Exhibit 4.1 to Neenah Foundry Companys Current Report on
    Form 8-K dated December 29, 200610
.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, 2006 113




---



##### Table of Contents



Exhibit



Incorporated Herein

FiledNumber

Description

By Reference To

Herewith10
.9

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

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

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, 200810
.13*

Amended and Restated Employment Agreement  Frank
    Headington

Exhibit 10.6 to Neenah Enterprises, Inc.s Quarterly Report
    on Form 10Q 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

Exhibit 10.16 to the 2008 Form 10-K10
.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, 2007 114




---



##### Table of Contents



Exhibit



Incorporated Herein

FiledNumber

Description

By Reference To

Herewith10
.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, 200810
.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, 2006 115




---



##### Table of Contents



Exhibit



Incorporated Herein

FiledNumber

Description

By Reference To

Herewith10
.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

Exhibit 10.5 toLicense 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

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, 200610
.26

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

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

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

Exhibit 10.28 to the 2008 Form 10-K10
.29*

Letter Agreement, effective as of May 6, 2009, between
    Neenah Enterprises, Inc. and James Ackerman

Exhibit 10.1 to Neenah Enterprises, Inc.s Current Report
    on
    Form 8-K
    dated May 6, 200910
.30

Letter Agreement, dated July 1, 2009, between Tontine
    Capital Partners, L.P. and Neenah Foundry Company

Exhibit 10.1 to Neenah Enterprises, Inc.s Current Report
    on
    Form 8-K
    dated July 1, 200910
.31*

Consulting and Release Agreement, dated September 14, 2009,
    between Neenah Enterprises, Inc. and John Andrews

Exhibit 10.1 to Neenah Enterprises, Inc.s Current Report
    on
    Form 8-K
    dated September 14, 200912
.1

Ratio of Earnings to Fixed Charges



X 116




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##### Table of Contents



Exhibit



Incorporated Herein

FiledNumber

Description

By Reference To

Herewith21


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



X99
.1

Securities Purchase Agreement, dated as of May 19, 2006

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

Stock Purchase Agreement, dated as of May 19, 2006

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

Transfer Notice, dated as of May 19, 2006

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

Response Letter, dated May 22, 2006

Exhibit 99.4 to Neenah Foundry Companys Current Report on
    Form 8-K
    dated May 19, 2006     *
    
    Denotes management contract or executive compensation plan or
    arrangement. 117