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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE
FISCAL YEAR ENDED SEPTEMBER 30, 2006.
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR
THE TRANSITION PERIOD FROM ____ TO ____.
  NEENAH FOUNDRY COMPANY
  WISCONSIN
    
    39-1580331(State or other jurisdiction of
    
    (IRS Employer Identification Number)incorporation or organization)
 2121 BROOKS AVENUE, P.O. BOX 729, NEENAH, WISCONSIN
    
    54957(Address of principal executive offices)
    
    (Zip Code)
 
 
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##### 



NEENAH FOUNDRY COMPANY
 FISCAL YEAR 2006
FORM 10-K
 ANNUAL REPORT
 
 TABLE OF CONTENTS
  
 Item
    
    
    
    PagePART I1.
    
    Business
    
    
    51A.
    
    Risk Factors
    
    
    141B.
    
    Unresolved Staff Comments
    
    
    212.
    
    Properties
    
    
    213.
    
    Legal Proceedings
    
    
    224.
    
    Submission of Matters to a Vote of Security Holders
    
    
    22PART II5.
    
    Market For Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    236.
    
    Selected Financial Data
    
    
    237.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    247A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    338.
    
    Financial Statements and Supplementary Data
    
    
    339.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    339A.
    
    Controls and Procedures
    
    
    339B.
    
    Other Information
    
    
    34
  PART III10.
    
    Directors and Executive Officers of the Registrant
    
    
    3411.
    
    Executive Compensation
    
    
    3712.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    3913.
    
    Certain Relationships and Related Transactions
    
    
    4114.
    
    Principal Accountant Fees and Services
    
    
    42
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Item
    
    
    
    PagePART IV15.
    
    Exhibits and Financial Statement Schedules
    
    
    43Signatures
    
    
    83Supplemental 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
    
    
    84Exhibit Index
    
    
    85
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Introduction
   Forward-Looking Statements
  
 PART I
 
 Item 1. BUSINESS
 Overview
    
    
    Leadership position in a relatively stable municipal market.We are one of the leading
suppliers of castings to the domestic municipal products market and, we believe, one of
only two national suppliers, with approximately 15,000 customers in all 50 states and over
6,000 part numbers shipped every year.
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Approximately 40% of the individual part numbers we
shipped last year for the municipal market were in quantities of fewer than 10 pieces,
which we believe creates a significant barrier to entry. We also believe that we are the
only manufacturer that has invested in the unique patterns required to make many of these
specific products, resulting in significant barriers to entry.
 
    
    Significant customer dependence on Neenah.The patterns for municipal products seldom
become obsolete and have been developed to various state and municipality specifications.
These patterns are 100% owned by Neenah. As a market leader, our municipal castings are
often specified as the standard in municipal contracts. Although the patterns for
industrial castings are owned by the customer and not the foundry, industrial patterns are
not readily transferable to other foundries without, in most cases, significant additional
investment. We estimate that we have historically retained throughout the product life
cycle over 95% of the patterns that we have been awarded. We believe we have the only
tooling for a significant majority of our industrial products by net sales.
    
    Large and experienced sales and marketing force.Neenah has one of the largest sales
and marketing forces serving the U.S. heavy municipal end-user market. We also employ a
dedicated industrial casting sales force organized by facility. Our sales force supports
ongoing customer relationships, and works with customers engineers and procurement
representatives as well as our own engineers, manufacturing management and quality
assurance representatives throughout all stages of the production process to ensure that
the final product consistently meets or exceeds the specifications of our customers. This
team approach, consisting of sales, marketing, manufacturing, engineering and quality
assurance efforts, is an integral part of our marketing strategy. In addition, our 14
distribution and sales centers around the U.S. provide our municipal products customers
with readily available castings to meet their needs.
    
    Focused manufacturing facilities with an emphasis on quality and implementation of lean
manufacturing concepts.We operate 10 focused manufacturing facilities in six states. We
focus our facilities on the specific markets and market segments that they are best suited
to serve, creating what we believe to be an efficient process flow which enables us to
provide superior products to each of our chosen markets. We continuously focus on
productivity gains by improving upon the individual steps of the casting process, which
enables us to produce castings in low and medium volume quantities on high volume,
cost-effective molding equipment. With a major focus on implementing lean manufacturing and
Six Sigma, we are continuously striving for improvement of operations and personnel,
emphasizing defect prevention, safety and the reduction of variation and waste in all
areas.
    
    Value-added machining capabilities.Through our four machining facilities, we are able
to deliver a machined product to many of our customers, capturing a greater share of the
value chain and ensuring a closer working relationship. The casting machining process can
contribute significantly to the value of the end-product, in particular in certain custom
situations where high-value specialized machining is required. We continually evaluate
opportunities to increase our value-added machining services.
    
    Experienced and well-respected senior management team.Our senior management team
provides a depth and continuity of experience in the casting industry.
 Background
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Industry Overview
   Business Strategy
  
    
    Continued penetration of core markets.We seek to optimize our competitive position in
heavy municipal and industrial castings through separate strategies tailored to the
specific needs of each business. We expect to grow and leverage the strength and stability
of the municipal business by continuing to expand our participation in markets already
served and by augmenting our cost competitive capacity through the installation of a new
state-of-the-art mold line for larger, low volume castings, which we expect will enhance
production efficiencies, increase capacity and provide expanded molding capabilities. We
intend to further develop selected areas of the industrial business, such as construction
and agricultural products, and further our relationships with existing customers through
production of more complex industrial castings, while seeking out selected new customers.
Additionally, industry consolidation has resulted in a significant reduction in the number
of foundries and a rise in the share of production by the remaining foundries. We continue
to capitalize on on-going consolidation by taking advantage of opportunities created by the
closing of weak, inefficient foundries.
    
    Deepen and expand customer relationships.We focus on creating close working
relationships with our customers by developing multiple points of contact throughout their
organizations. In addition to supporting on-going customer relationships, our sales force
also works with customers engineers and procurement representatives as well as with our
own engineers, manufacturing managers and quality assurance representatives throughout all
stages of the production process to ensure that the final product consistently meets or
exceeds the specifications of our customers. Since we are the sole-source supplier for the
majority of the products that we provide to our industrial customers, we
intend to expand those relationships by continuing to participate in the development and
production of more complex industrial castings, while seeking out 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.
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
    
    Continuous efficiency gains and cost reductions.We continually seek ways to reduce
our operating costs and increase our manufacturing productivity. We believe that a
combination of pricing adjustments and cost savings has mitigated the impact of cost creep
over the last two years. To further this objective, we have undertaken the following:
 
    
    Installation of a new mold line at Neenah to replace our 40-year-old line.We
are currently beginning to invest approximately $54 million in a major upgrade through
the installation of a state-of-the-art mold line. We believe this new mold line, which is
expected to be operational in early calendar 2008, will substantially improve our cost
position on selected new and existing municipal parts, will substantially increase our
capacity and molding capabilities, and will be one of the most capable mold lines for
parts of this nature in North America.
    
    Fully integrate lean manufacturing concepts.We have incorporated and expect to
continue to incorporate efficiencies in our operations through the implementation of
lean manufacturing.
    
    Centralized procurement of major raw materials and certain services through our
head office in order to generate purchasing economies of scale.We work closely with
companies that are cost competitive and with which we have long-term relationships,
providing us with competitive pricing and helping to assure us supply when raw material
availability is limited.
 Business Segments  Overview
   Castings Segment
  Products, Customers and Markets
   Heavy Municipal
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Industrial
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Manufacturing Process
     Raw Materials
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Seasonality and Cyclicality
   Competition
  Forgings Segment
  Products, Customers and Markets
    Manufacturing Process
  12




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Raw Materials
  Seasonality and Cyclicality
  Competition
  Employees
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Environmental Matters
      Intellectual Property
  
  Owning our securities and those of our parent, ACP, involves a high degree of risk. The risks
described below are not the only risks facing us. Additional risks and uncertainties not currently
known to us or those we currently view to be immaterial may also materially and adversely affect
our business, financial condition or results of operations. If any of the following risks
materialize, our business, financial condition or results of operations could be materially and
adversely affected. In that case, security holders may lose some or all of their investment.
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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 entities related to such customer accounted for
approximately 10% of our total net sales for the fiscal year ended September 30, 2006.
    
    Sales to our top five customers and entities related to such customers accounted for
approximately 31% of our total net sales for the fiscal year ended September 30, 2006.
   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.
   Our market share may be adversely impacted at any time by a significant number of competitors.
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International economic and political factors could affect demand for products which could impact
our financial condition and results of operations.
  Increases in the price or interruptions in the availability of raw materials and energy could
reduce our profits.
   We may incur potential product liability and recall costs.
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Litigation against us could be costly and time consuming to defend.
  The departure of key personnel could adversely affect our operations.
   The seasonal nature of our business could impact our business, financial condition and results
of operations.
  We face the risk of work stoppages or other labor disruptions that could impact our results of
operations negatively.
  The nature of our business exposes us to liability for violations of environmental regulations
and releases of hazardous substances.
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Failure to raise necessary capital could restrict our ability to operate and further develop
our business.
   
    
    approximately $22.0 million primarily for necessary maintenance capital expenditures
and selected strategic capital investments required to maintain optimum operating
efficiencies, not including the new mold line described elsewhere herein;
    
    approximately $32.2 million for the new mold line (of the total cost of approximately
$54 million); and
    
    approximately $31.7 million for debt service on our outstanding 11% Senior Secured
Notes and 13% Senior Subordinated Notes plus any additional interest expense from amounts
outstanding under the credit facility.
   We may not achieve the expected benefits of our new mold line.
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Our controlling shareholder may have interests that differ from the interests of our other security holders.
  Terrorist attacks could adversely affect our results of operations, our ability to raise capital or our future growth.
  Our substantial indebtedness could adversely affect our financial health.
   
    
    make it more difficult for us to satisfy our obligations with respect to our outstanding notes;
    
    increase our vulnerability to general adverse economic and industry conditions;
    
    require us to dedicate a substantial portion of our cash flow from operations to
payments on our indebtedness, thereby reducing the availability of our cash flow to fund
working capital, capital expenditures, research and development efforts and other general
corporate purposes;
    
    increase our vulnerability to and limit our flexibility in planning for, or reacting
to, changes in our business and the industry in which we operate;
    
    expose us to the risk of increased interest rates as borrowings under our credit
facility are subject to variable rates of interest;
    
    place us at a competitive disadvantage compared to our competitors that have less debt; and
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
    
    limit our ability to borrow additional funds.
  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.
  To service our indebtedness, we will require a significant amount of cash. Our ability to generate
cash depends on many factors beyond our control.
   The terms of our debt impose restrictions on us that may affect our ability to successfully operate
our business.
  
    
    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;
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
    
    merge or consolidate with other entities; and
    
    engage in transactions with affiliates.
  There is no active trading market for any of our or ACPs securities, and there is no assurance
that any active trading market will develop for them.
  
   
   Entity
    
    Location
    
    Purpose
    
    Sq. FeetCastings SegmentNeenah Foundry Company
    
    Neenah, WI
    
    2 manufacturing facilities and office facility
    
    
    550,000Dalton Corporation
    
    Warsaw, IN
    
    Manufacturing and office facilities
    
    
    375,000Kendallville, IN
    
    Manufacturing facility
    
    
    250,000Stryker, OH
    
    Machining facility
    
    
    45,000Advanced Cast Products, Inc.
    
    Meadville, PA
    
    Manufacturing, machining and office facility
    
    
    229,000Deeter Foundry, Inc.
    
    Lincoln, NE
    
    Manufacturing and office facility
    
    
    75,000Gregg Industries, Inc.
    
    El Monte, CA
    
    Manufacturing, machining and office facility
    
    
    200,000Forgings SegmentMercer Forge Corporation
    
    Mercer, PA
    
    Manufacturing, machining and office facility
    
    
    130,000Wheatland, PA
    
    Machining facility
    
    
    18,000
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Reorganized
    
    
    Predecessor(1)Fiscal Year Ended September 30,2006
    
    
    2005
    
    
    2004
    
    
    2003(3)
    
    
    2002(2)(3)(In thousands)Statement of Operations Data:Net sales
    
    $
    542,452
    
    
    $
    541,772
    
    
    $
    450,942
    
    
    $
    375,063
    
    
    $
    387,707Cost of sales
    
    
    442,558
    
    
    
    440,818
    
    
    
    375,124
    
    
    
    321,834
    
    
    
    323,740Gross profit
    
    
    99,894
    
    
    
    100,954
    
    
    
    75,818
    
    
    
    53,229
    
    
    
    63,967Selling, general and administrative expenses
    
    
    34,314
    
    
    
    34,467
    
    
    
    27,374
    
    
    
    26,132
    
    
    
    28,743Litigation settlement
    
    
    
    
    
    
    6,500
    
    
    
    
    
    
    
    
    
    
    
    Amortization expense
    
    
    7,120
    
    
    
    7,124
    
    
    
    7,121
    
    
    
    3,819
    
    
    
    3,829Provision for impairment of assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    74Other expenses
    
    
    127
    
    
    
    953
    
    
    
    465
    
    
    
    195
    
    
    
    544Operating income
    
    
    58,333
    
    
    
    51,910
    
    
    
    40,858
    
    
    
    23,083
    
    
    
    30,777Interest expense, net
    
    
    33,327
    
    
    
    33,406
    
    
    
    33,363
    
    
    
    46,620
    
    
    
    42,647Reorganization expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,874
    
    
    
    Income (loss) from continuing operations before
income taxes
    
    
    25,006
    
    
    
    18,504
    
    
    
    7,495
    
    
    
    (31,411
    )
    
    
    (11,870
    )Provision (credit) for income taxes
    
    
    8,857
    
    
    
    3,409
    
    
    
    3,881
    
    
    
    (8,541
    )
    
    
    (5,917
    )Income (loss) from continuing operations
    
    
    16,149
    
    
    
    15,095
    
    
    
    3,614
    
    
    
    (22,870
    )
    
    
    (5,953
    )Loss from discontinued operations, net of income taxes
    
    
    
    
    
    
    
    
    
    
    (359
    )
    
    
    (1,095
    )
    
    
    (41,750
    )Loss on sale of discontinued operations, net of
income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,596
    )
    
    
    Net income (loss)
    
    $
    16,149
    
    
    $
    15,095
    
    
    $
    3,255
    
    
    $
    (25,561
    )
    
    $
    (47,703
    )Balance Sheet Data (at end of period):Cash and cash equivalents
    
    $
    910
    
    
    $
    3,484
    
    
    $
    
    
    
    $
    24,356
    
    
    $
    26,164Working capital
    
    
    74,019
    
    
    
    62,937
    
    
    
    49,918
    
    
    
    102,866
    
    
    
    65,050Total assets
    
    
    410,920
    
    
    
    412,555
    
    
    
    407,440
    
    
    
    536,834
    
    
    
    569,388Total debt
    
    
    265,416
    
    
    
    271,754
    
    
    
    283,801
    
    
    
    439,357
    
    
    
    451,432Total stockholders equity (deficit)
    
    
    39,186
    
    
    
    17,353
    
    
    
    8,784
    
    
    
    (39,016
    )
    
    
    (12,146
    )
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Other Financial Data:Capital expenditures
    
    
    17,803
    
    
    
    17,572
    
    
    
    12,713
    
    
    
    11,900
    
    
    
    9,055Supplemental Data:Ratio of earnings to fixed charges(4)
    
    
    1.73
    
    
    
    1.54
    
    
    
    1.22
    
    
    
    N/A
    
    
    
    N/A
 
 (1)
    
    On August 5, 2003, ACP, NFC, and Neenah filed for bankruptcy
protection. They emerged from bankruptcy on October 8, 2003.
Although the Plan of Reorganization became effective on October 8,
2003 (the Effective Date), due to the immateriality of the
results of operations for the period between October 1, 2003 and
the Effective Date, for financial reporting purposes we recorded
the fresh-start adjustments necessitated by the American
Institute of Certified Public Accountants Statement of Position
90-7, Financial Reporting by Entities in Reorganization under the
Bankruptcy Code, (SOP 90-7) on October 1, 2003. As a result of
the gain on extinguishment of debt and adjustments to the fair
value of assets and liabilities, we recognized a $43.9 million
reorganization gain on October 1, 2003. As a result of our
emergence from Chapter 11 bankruptcy and the application of
fresh-start reporting, our consolidated financial statements for
the periods commencing on October 1, 2003 are referred to as the
Reorganized Company and are not comparable with any periods
prior to October 1, 2003, which are referred to as the
Predecessor Company. All references to the years ended September
30, 2006, 2005 and 2004 are to the Reorganized Company. All
references to the years ended September 30, 2003 and 2002 are to
the Predecessor Company.(2)
    
    During the year ended September 30, 2002, we discontinued the
operations of Cast Alloys. The results of Cast Alloys have been
reported separately as discontinued operations for all periods
presented.(3)
    
    During the year ended September 30, 2003, we sold substantially
all of the assets of Belcher Corporation. The results of Belcher
Corporation have been reported separately as discontinued
operations for all periods presented.(4)
    
    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, 2003 and 2002 by $31.4 million,
and $11.9 million, respectively. 
   Overview
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Recent Developments
 New Mold Line.
 Change of Control.
 Major Customer Declares Bankruptcy.
 Expected Decline in Heavy-Duty Truck Production and New Housing Starts.
 Order
of Abatement at Gregg Facility.
 2003 Reorganization
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Net Sales
 Cost of Sales
 Gross Profit
 Selling, General and Administrative Expenses
 Amortization of Intangible Assets
 Other Expenses
 Operating Income
 Net Interest Expense
 Provision for Income Taxes
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Net Sales
 Cost of Sales
 Gross Profit
 Selling, General and Administrative Expenses
 Settlement of Litigation
  Amortization of Intangible Assets
 Other Expenses
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Operating Income
 Net Interest Expense
 Provision for Income Taxes
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
    
    approximately $22.0 million primarily for necessary maintenance capital expenditures
and selected strategic
capital investments required to maintain optimum operating efficiencies, not including the
new mold line described elsewhere herein;
    
    approximately $32.2 million for the new mold line (of the total cost of approximately
$54 million); and
    
    approximately $31.7 million for debt service on our outstanding 11% Senior Secured
Notes and 13% Senior Subordinated Notes plus any additional interest expense from amounts
outstanding under the credit facility.
     30




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Fiscal Year EndedSeptember 302006
    
    
    2005
    
    
    2004Net income
    
    $
    16,149
    
    
    $
    15,095
    
    
    $
    3,255Income tax provision
    
    
    8,857
    
    
    
    3,409
    
    
    
    3,881Net interest expense
    
    
    33,327
    
    
    
    33,406
    
    
    
    33,363Depreciation and amortization
    
    
    20,243
    
    
    
    18,864
    
    
    
    17,992EBITDA
    
    
    78,576
    
    
    
    70,774
    
    
    
    58,491Loss on disposal of equipment
    
    
    127
    
    
    
    953
    
    
    
    465Loss from discontinued operations.
    
    
    
    
    
    
    
    
    
    
    359Non-cash inventory charge
    
    
    100
    
    
    
    242
    
    
    
    1,796Litigation settlement
    
    
    
    
    
    
    6,500
    
    
    
    Gregg write-off of lease deposits.
    
    
    
    
    
    
    64
    
    
    
    Adjusted EBITDA (as defined above)
    
    $
    78,803
    
    
    $
    78,533
    
    
    $
    61,111
     Expected Payments Due by PeriodLess Than
    
    
    
    
    
    
    
    
    
    
    More ThanTotal
    
    
    1 year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 YearsLong-term debt
    
    $
    239.6
    
    
    $
    3.2
    
    
    $
    10.2
    
    
    $
    126.2
    
    
    $
    100.0Interest on long-term debt
    
    
    151.3
    
    
    
    28.5
    
    
    
    56.2
    
    
    
    40.6
    
    
    
    26.0Revolving line of credit
    
    
    24.6
    
    
    
    24.6
    
    
    
    
    
    
    
    
    
    
    
    Interest and fees on revolving line of credit
    
    
    1.5
    
    
    
    .9
    
    
    
    .3
    
    
    
    .3
    
    
    
    Capital leases
    
    
    1.2
    
    
    
    .2
    
    
    
    .4
    
    
    
    .4
    
    
    
    .2Operating leases
    
    
    5.2
    
    
    
    1.9
    
    
    
    2.3
    
    
    
    .8
    
    
    
    .2New mold line commitments
    
    
    30.2
    
    
    
    30.2
    
    
    
    
    
    
    
    
    
    
    
    Total contractual obligations
    
    $
    453.6
    
    
    $
    89.5
    
    
    $
    69.4
    
    
    $
    168.3
    
    
    $
    126.4
  31




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##### Table of Contents




    
    Defined-Benefit Pension Plans.We account for our defined benefit pension plans in
accordance with Statement of Financial Accounting Standards No. 87, Employers Accounting
for Pensions (SFAS 87), which requires that amounts recognized in financial statements be
determined on an actuarial basis. The most significant element in determining our pension
expense in accordance with SFAS 87 is the expected return on plan assets. We have assumed
that the expected long-term rate of return on plan assets will be 7.50% to 8.50%, depending
on the plan. Over the long term, our pension plan assets have earned in excess of 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. In developing this rate, we use the Moodys Average AA Corporate Bonds
index. At the measurement date of June 30, 2006, we determined the discount rate to be
6.25%. Changes in discount rates over the past few years have not materially affected our
pension expense. The net effect of changes in this rate, as well as other changes in
actuarial assumptions and experience, have been deferred as allowed by SFAS 87.
    
    Other Postretirement Benefits.We provide retiree health benefits to qualified employees
under an unfunded plan. We use various actuarial assumptions including the discount rate and
the expected trend in health care costs and benefit obligations for our retiree health plan.
Consistent with our pension plans, we used a discount rate of 6.25%. In 2006, our assumed
healthcare cost trend rate was 10.0% decreasing gradually to 5.0% in 2016 and then remaining
at that level thereafter. Changes in these rates could materially affect our future
operating results and net worth. A one percentage point change in the healthcare cost trend
rate would have the following effect (in thousands):
 1% Increase
    
    1% DecreaseEffect on total of service cost and interest cost
    
    $
    104
    
    
    $
    (77
    )Effect on postretirement benefit obligation
    
    
    996
    
    
    
    (778
    )
 Recent Accounting Pronouncements
  32




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33




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##### Table of Contents



Name
    
    Age
    
    PositionWilliam M. Barrett
    
    
    60
    
    
    President, Chief Executive Officer, Director and Chairman of the BoardGary W. LaChey
    
    
    61
    
    
    Corporate Vice President  Finance, Treasurer, Secretary and Chief
Financial OfficerJames Ackerman
    
    
    63
    
    
    Division President  Mercer Forge CorporationJohn H. Andrews
    
    
    61
    
    
    Corporate Vice President  Manufacturing, Chief Operating Officer of
Manufacturing OperationsJoseph L. DeRita
    
    
    68
    
    
    Division President  Dalton CorporationFrank Headington
    
    
    57
    
    
    Corporate Vice President  TechnologyTimothy Koller
    
    
    57
    
    
    Vice President  Municipal Products Sales and EngineeringJoseph Varkoly
    
    
    44
    
    
    Corporate Vice President  Industrial Products SalesAlbert E. Ferrara, Jr.
    
    
    58
    
    
    DirectorDavid B. Gendell
    
    
    46
    
    
    DirectorStephen E. K. Graham
    
    
    48
    
    
    DirectorJoseph V. Lash
    
    
    44
    
    
    DirectorJeffrey G. Marshall
    
    
    62
    
    
    Director
 Mr. Barrett
 Mr. LaChey
 Mr. Ackerman
 34




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##### Table of Contents



Mr. Andrews
 Mr. DeRita
 Mr. Headington
 Mr. Koller
 Mr. Varkoly
 Mr. Ferrara
 Mr. Gendell
 Mr. Graham
 Mr. Lash
 35




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##### Table of Contents



Mr. Marshall
 Committees of the Board
  Code of Ethics
  Board Composition
  36




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##### Table of Contents



Summary Compensation Table.
 Long-TermCompensationAnnual Compensation
    
    Awards
    
    PayoutsOther Annual
    
    Restricted
    
    Securities
    
    
    
    
    
    All OtherFiscal
    
    
    
    
    
    
    
    
    
    Compensation
    
    Stock
    
    Underlying
    
    LTIP
    
    CompensationName and Principal Position
    
    Year
    
    Salary $
    
    Bonus $
    
    $(2)
    
    Awards $ (3)
    
    Options #
    
    Payouts $
    
    $(4)William M. Barrett
    
    
    2006
    
    
    
    550,000
    
    
    
    190,618
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,193President and Chief Executive
    
    
    2005
    
    
    
    550,000
    
    
    
    558,292
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,520Officer and Director
    
    
    2004
    (1)
    
    
    483,337
    
    
    
    160,800
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,719Gary W. LaChey
    
    
    2006
    
    
    
    307,500
    
    
    
    110,800
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,873Corporate Vice President 
    
    
    2005
    
    
    
    286,749
    
    
    
    336,400
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,200Finance, Treasurer, Secretary and Chief Financial Officer
    
    
    2004
    (1)
    
    
    242,996
    
    
    
    74,100
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,306Joseph Varkoly
    
    
    2006
    
    
    
    201,673
    
    
    
    74,458
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,819Corporate Vice President 
    
    
    2005
    
    
    
    192,419
    
    
    
    237,302
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,107Industrial Products Sales
    
    
    2004
    (1)
    
    
    199,250
    
    
    
    55,800
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,320John H. Andrews
    
    
    2006
    
    
    
    233,507
    
    
    
    85,477
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,367Corporate Vice President 
    
    
    2005
    
    
    
    214,004
    
    
    
    252,791
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,694Manufacturing and Chief
    
    
    2004
    (1)
    
    
    193,336
    
    
    
    60,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,687Operating Officer of
Manufacturing OperationsJoseph L. DeRita
    
    
    2006
    
    
    
    263,667
    
    
    
    97,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,186Division President  Dalton
    
    
    2005
    
    
    
    256,000
    
    
    
    313,645
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,700Corporation
    
    
    2004
    (1)
    
    
    243,000
    
    
    
    74,100
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,281
 
 (1)
    
    Certain prior year amounts have been reclassified.(2)
    
    The Company provides its executive officers with personal benefits
as part of providing a competitive compensation program. These may
include such benefits as a company automobile, and personal
liability insurance. These benefits are valued based upon the
incremental cost to the Company. The incremental cost to the
Company of such benefits did not exceed the SECs disclosure
threshold for any named executive officer for any of the three
years.(3)
    
    The aggregate unvested restricted stock holdings of ACP common
stock at the end of fiscal 2005 for the named executive officers
were as follows: Mr. Barrett  312,500 shares, Mr. LaChey 
238,971 shares, Mr. Varkoly  55,147 shares, Mr. Andrews 
36,765 shares, and Mr. DeRita  101,103 shares. All of these
shares vested upon our change in control in May 2006, and
one-third of the total number of shares held by these and certain
other officers and employees were subsequently sold to Tontine.
See Certain Relationships and Related Transactions.(4)
    
    All other compensation for fiscal 2006 for Messrs. Barrett,
LaChey, Varkoly, Andrews, and DeRita, respectively, includes: (i)
matching contributions to the 401(k) plan for each named executive
officer of $5,500, $5,500, $5,500, $5,500, and $6,600; (ii)
contributions pursuant to the profit sharing plan for each named
executive officer of $15,750, $15,750, $15,750, $15,750, and $0;
(iii) an executive life insurance premium for each named executive
officer of $2,838, $2,518, $464, $2,012, and $7,407; and (iv)
health insurance reimbursement premiums for each named executive
officer of $3,105, $3,105, $3,105, $3,105, and $6,179. 37




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##### Table of Contents



2003 Management Annual Incentive Plan
     2003 Management Equity Incentive Plan
  Employment Agreements
  2003 Severance and Change of Control Plan
  38




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##### Table of Contents



Director Compensation
    
   
    
    each person or entity who owns beneficially more than 5% or more of any class of
ACPs voting securities;
    
    each of the named executive officers;
    
    each director; and
    
    all directors and executive officers as a group.
 39




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##### Table of Contents



Shares Beneficially OwnedName of Beneficial Owner(1)(2)
    
    Number
    
    PercentageTontine Capital Partners, L.P.(3)
    
    
    44,068,687
    
    
    
    54.5
    %Harbinger Capital Partners Master Fund I, Ltd.(4)
    
    
    14,519,407
    
    
    
    18.0
    %William M. Barrett
    
    
    833,334
    
    
    
    1.0
    %Gary W. LaChey
    
    
    637,255
    
    
    
    *Joseph Varkoly
    
    
    147,058
    
    
    
    *Joseph L. DeRita
    
    
    269,608
    
    
    
    *John H. Andrews
    
    
    98,040
    
    
    
    *Albert E. Ferrara, Jr.
    
    
    0
    
    
    
    *David B. Gendell(3)
    
    
    0
    
    
    
    *Stephen E. K. Graham
    
    
    0
    
    
    
    *Joseph V. Lash(3)
    
    
    0
    
    
    
    *Jeffrey G. Marshall(5)
    
    
    200,000
    
    
    
    *All executive officers and directors as a group (13 persons)(6)
    
    
    2,577,453
    
    
    
    3.2
    %
 
 *
    
    Less than 1%(1)
    
    As used in this table, a beneficial owner of a security includes any person who, directly or indirectly, through contract,
arrangement, understanding, relationship or otherwise has or shares (1) the power to vote, or direct the voting of, such security
or (2) investing power which includes the power to dispose, or to direct the disposition of, such security. In addition, a person
is deemed to be the beneficial owner of a security if that person has the right to acquire beneficial ownership of such security
within 60 days of December 14, 2006. Except as otherwise noted, the persons and entities listed on this table have sole voting
and investment power with respect to all of the shares of common stock owned by them. Calculations are based on a total of
80,800,000 shares of common stock deemed to be outstanding as of December 14, 2006, which includes warrants to purchase common
stock. The warrants are exercisable at any time until October 7, 2013 and have a nominal exercise price of $.01 per share.(2)
    
    Includes the following number of shares issuable upon exercise of warrants presently exercisable: 21,139,220 warrants held by
Tontine Capital Partners, L.P.; 5,544,764 warrants held by Harbinger Capital Partners Master Fund I, Ltd.(3)
    
    See Certain Relationships and Related Transactions for a description of the May 2006 transactions in which Tontine Capital
Partners, L.P. acquired most of these shares. Mr. Gendell and Mr. Lash are employed by an affiliate of Tontine Capital Partners,
L.P. Each disclaims beneficial ownership of the ACP shares and warrants beneficially owned by Tontine. The address for Tontine
Capital Partners, L.P. is 55 Railroad Avenue, 1st Floor, Greenwich, CT 06830.(4)
    
    The address for Harbinger Capital Partners Master Fund I, Ltd. is Third Floor, Bishops Square, Redmonds Hill, Dublin 2, Ireland.(5)
    
    Pursuant to the plan of reorganization, Mr. Marshall received 200,000 shares of common stock as of the effective date of the plan
of reorganization.(6)
    
    Excludes 289,217 shares beneficially owned by other managerial employees. Collectively, our management and directors own an
aggregate of 2,866,670 shares of common stock, 1,333,330 of which may be sold to Tontine as described under Certain
Relationships and Related Transactions. 40




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##### Table of Contents



Number of SecuritiesRemaining Available forWeighted-Average
    
    Future Issuance UnderExercise Price of
    
    Equity CompensationNumber of Securities to be Issued
    
    Outstanding
    
    Plans (ExcludingUpon Exercise of Outstanding
    
    Options, Warrants
    
    Securities Reflected inPlan Category
    
    Options, Warrants and Rights
    
    and Rights
    
    the First Column)Equity compensation
plans approved by
security holders
(1)
    
    
    
    
    
    
    
    
    
    
    4,000,000Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    
    
    
    
    4,000,000
 
 (1)
    
    The 2003 Management Equity Incentive Plan was adopted in connection with the Plan of
Reorganization. The securities issuable under the plan are shares of ACP common stock. 
     41




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42




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##### Table of Contents



Page(a) (1)
    
    Consolidated Financial Statements of Neenah Foundry CompanyReport of Independent Registered Public Accounting Firm
    
    
    44Consolidated Balance Sheets
    
    
    45Consolidated Statements of Operations
    
    
    47Consolidated Statements of Changes in Stockholders Equity (Deficit)
    
    
    48Consolidated Statements of Cash Flows
    
    
    49Notes to Consolidated Financial Statements
    
    
    50(2)
    
    Financial Statement SchedulesReport of Independent Registered Public Accounting Firm
    
    
    81Schedule II  Valuation and Qualifying Accounts of Neenah Foundry Company
    
    
    82
        43




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44




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##### Table of Contents



(In Thousands, Except Share and Per Share Data)
 September 302006
    
    
    2005AssetsCurrent assets:Cash
    
    $
    910
    
    
    $
    3,484Accounts receivable, less allowance for doubtful
accounts of $1,885 in 2006 and $2,093 in 2005
    
    
    85,161
    
    
    
    85,795Inventories
    
    
    61,847
    
    
    
    59,123Deferred income taxes
    
    
    2,697
    
    
    
    3,304Other current assets
    
    
    7,425
    
    
    
    6,897Total current assets
    
    
    158,040
    
    
    
    158,603Property, plant and equipment:Land
    
    
    7,209
    
    
    
    6,708Buildings and improvements
    
    
    18,733
    
    
    
    16,917Machinery and equipment
    
    
    88,562
    
    
    
    74,026Patterns
    
    
    13,527
    
    
    
    12,753Construction in progress
    
    
    3,679
    
    
    
    2,994131,710
    
    
    
    113,398Less accumulated depreciation
    
    
    34,832
    
    
    
    22,14896,878
    
    
    
    91,250Deferred financing costs, net of accumulated amortization
of $1,509 in 2006 and $1,012 in 2005
    
    
    1,695
    
    
    
    2,192Identifiable intangible assets, net of accumulated
amortization of $21,365 in 2006 and $14,245 in 2005
    
    
    62,072
    
    
    
    69,192Goodwill
    
    
    86,699
    
    
    
    86,699Other assets
    
    
    5,536
    
    
    
    4,619156,002
    
    
    
    162,702$
    410,920
    
    
    $
    412,555
 45




---



##### Table of Contents



(In Thousands, Except Share and Per Share Data)
 September 302006
    
    
    2005Liabilities and stockholders equityCurrent liabilities:Accounts payable
    
    $
    29,766
    
    
    $
    30,305Income taxes payable
    
    
    2,550
    
    
    
    5,562Accrued wages and employee benefits
    
    
    13,713
    
    
    
    16,586Accrued interest
    
    
    7,157
    
    
    
    7,134Other accrued liabilities
    
    
    2,924
    
    
    
    2,411Current portion of long-term debt
    
    
    27,750
    
    
    
    33,668Current portion of capital lease obligations
    
    
    161
    
    
    
    Total current liabilities
    
    
    84,021
    
    
    
    95,666Long-term debt
    
    
    236,445
    
    
    
    238,086Capital lease obligations
    
    
    1,060
    
    
    
    Deferred income taxes
    
    
    26,931
    
    
    
    23,759Postretirement benefit obligations
    
    
    10,141
    
    
    
    10,404Pension benefit obligations
    
    
    8,036
    
    
    
    22,401Other liabilities
    
    
    5,100
    
    
    
    4,886Total liabilities
    
    
    371,734
    
    
    
    395,202Commitments and contingenciesStockholders equity:Common stock, par value $100 per share; 1,000 shares
authorized, issued and outstanding
    
    
    100
    
    
    
    100Capital in excess of par value
    
    
    5,429
    
    
    
    5,429Retained earnings
    
    
    34,499
    
    
    
    18,350Accumulated other comprehensive loss
    
    
    (842
    )
    
    
    (6,526
    )Total stockholders equity
    
    
    39,186
    
    
    
    17,353$
    410,920
    
    
    $
    412,555
 See accompanying notes.
 46




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##### Table of Contents



(In Thousands)
 Reorganized
    
    
    PredecessorYears EndedSeptember 30
    
    
    October 12006
    
    
    2005
    
    
    2004
    
    
    2003Net sales
    
    $
    542,452
    
    
    $
    541,772
    
    
    $
    450,942
    
    
    $
    Cost of sales
    
    
    442,558
    
    
    
    440,818
    
    
    
    375,124
    
    
    
    Gross profit
    
    
    99,894
    
    
    
    100,954
    
    
    
    75,818
    
    
    
    Selling, general and administrative
expenses
    
    
    34,314
    
    
    
    34,467
    
    
    
    27,374
    
    
    
    Litigation settlement
    
    
    
    
    
    
    6,500
    
    
    
    
    
    
    
    Amortization expense
    
    
    7,120
    
    
    
    7,124
    
    
    
    7,121
    
    
    
    Loss on disposal of property, plant
and equipment
    
    
    127
    
    
    
    953
    
    
    
    465
    
    
    
    Operating income
    
    
    58,333
    
    
    
    51,910
    
    
    
    40,858
    
    
    
    Other income (expense):Interest expense
    
    
    (33,410
    )
    
    
    (33,419
    )
    
    
    (33,392
    )
    
    
    Interest income
    
    
    83
    
    
    
    13
    
    
    
    29
    
    
    
    Reorganization gain
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43,943Income from continuing operations
before income taxes
    
    
    25,006
    
    
    
    18,504
    
    
    
    7,495
    
    
    
    43,943Provision for income taxes
    
    
    8,857
    
    
    
    3,409
    
    
    
    3,881
    
    
    
    Income from continuing operations
    
    
    16,149
    
    
    
    15,095
    
    
    
    3,614
    
    
    
    43,943Discontinued operations:Loss from discontinued operations,
net of income tax benefit of $(240)
    
    
    
    
    
    
    
    
    
    
    (359
    )
    
    
    --Net income
    
    $
    16,149
    
    
    $
    15,095
    
    
    $
    3,255
    
    
    $
    43,943
 See accompanying notes.
 47




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##### Table of Contents



(In Thousands)
 AccumulatedRetained
    
    
    OtherCapital
    
    
    Earnings
    
    
    ComprehensiveCommon
    
    
    in Excess of
    
    
    (Accumulated
    
    
    (Loss)Stock
    
    
    Par Value
    
    
    Deficit)
    
    
    Income
    
    
    TotalBalance at September 30, 2003(Predecessor Company)
    
    $
    100
    
    
    $
    51,317
    
    
    $
    (81,124
    )
    
    $
    (9,309
    )
    
    $
    (39,016
    )Effect of fresh start accounting under
plan of reorganization
    
    
    
    
    
    
    (45,888
    )
    
    
    81,124
    
    
    
    9,309
    
    
    
    44,545Reorganized CompanyBalance at October 1, 2003
    
    
    100
    
    
    
    5,429
    
    
    
    
    
    
    
    
    
    
    
    5,529Net income
    
    
    
    
    
    
    
    
    
    
    3,255
    
    
    
    
    
    
    
    3,255Balance at September 30, 2004
    
    
    100
    
    
    
    5,429
    
    
    
    3,255
    
    
    
    
    
    
    
    8,784Components of comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    15,095
    
    
    
    
    
    
    
    15,095Pension liability adjustment,
net of tax effect of $4,350
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,526
    )
    
    
    (6,526
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,569Balance at September 30, 2005
    
    
    100
    
    
    
    5,429
    
    
    
    18,350
    
    
    
    (6,526
    )
    
    
    17,353Components of comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    16,149
    
    
    
    
    
    
    
    16,149Pension liability adjustment,
net of tax effect of $(3,789)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,684
    
    
    
    5,684Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,833Balance at September 30, 2006
    
    $
    100
    
    
    $
    5,429
    
    
    $
    34,499
    
    
    $
    (842
    )
    
    $
    39,186
 48




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##### Table of Contents



(In Thousands)
 Reorganized
    
    
    PredecessorYears EndedSeptember 30
    
    
    October 12006
    
    
    2005
    
    
    2004
    
    
    2003Operating activitiesNet income
    
    $
    16,149
    
    
    $
    15,095
    
    
    $
    3,255
    
    
    $
    43,943Adjustments to reconcile net income to
net cash provided by (used in) operating activities:Noncash reorganization gain
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (68,299
    )Provision for obsolete inventories
    
    
    318
    
    
    
    356
    
    
    
    456
    
    
    
    Provision for bad debts
    
    
    433
    
    
    
    2,153
    
    
    
    1,043
    
    
    
    Depreciation
    
    
    13,123
    
    
    
    11,740
    
    
    
    10,871
    
    
    
    Amortization of identifiable intangible assets
    
    
    7,120
    
    
    
    7,124
    
    
    
    7,121
    
    
    
    Amortization of deferred financing costs and
discount on notes
    
    
    2,081
    
    
    
    2,110
    
    
    
    2,070
    
    
    
    Loss on disposal of property, plant and equipment
    
    
    127
    
    
    
    953
    
    
    
    465
    
    
    
    Deferred income taxes
    
    
    (10
    )
    
    
    (5,191
    )
    
    
    3,620
    
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    201
    
    
    
    (6,628
    )
    
    
    (26,847
    )
    
    
    Inventories
    
    
    (3,042
    )
    
    
    1,640
    
    
    
    (2,013
    )
    
    
    Other current assets
    
    
    (528
    )
    
    
    281
    
    
    
    (1,254
    )
    
    
    Accounts payable
    
    
    (539
    )
    
    
    1,155
    
    
    
    (2,619
    )
    
    
    Accrued liabilities
    
    
    (5,349
    )
    
    
    6,719
    
    
    
    7,749
    
    
    
    Postretirement benefit obligations
    
    
    (263
    )
    
    
    (171
    )
    
    
    256
    
    
    
    Pension benefit obligations
    
    
    (5,284
    )
    
    
    (3,631
    )
    
    
    (1,498
    )
    
    
    Other liabilities
    
    
    214
    
    
    
    (118
    )
    
    
    70
    
    
    
    Net cash provided by (used in) operating activities
    
    
    24,751
    
    
    
    33,587
    
    
    
    2,745
    
    
    
    (24,356
    )Investing activitiesPurchase of property, plant and equipment
    
    
    (17,803
    )
    
    
    (17,572
    )
    
    
    (12,713
    )
    
    
    Proceeds from sale of property, plant and equipment
    
    
    196
    
    
    
    905
    
    
    
    55
    
    
    
    Other
    
    
    (525
    )
    
    
    347
    
    
    
    475
    
    
    
    Net cash used in investing activities
    
    
    (18,132
    )
    
    
    (16,320
    )
    
    
    (12,183
    )
    
    
    Financing activitiesProceeds from long-term debt
    
    
    
    
    
    
    84
    
    
    
    14,450
    
    
    
    Payments on
long-term debt and capital lease obligations
    
    
    (9,193
    )
    
    
    (13,716
    )
    
    
    (5,012
    )
    
    
    Debt issuance costs
    
    
    
    
    
    
    (151
    )
    
    
    
    
    
    
    Net cash provided by (used in) financing activities
    
    
    (9,193
    )
    
    
    (13,783
    )
    
    
    9,438
    
    
    
    Increase (decrease) in cash
    
    
    (2,574
    )
    
    
    3,484
    
    
    
    
    
    
    
    (24,356
    )Cash at beginning of year
    
    
    3,484
    
    
    
    
    
    
    
    
    
    
    
    24,356Cash at end of year
    
    $
    910
    
    
    $
    3,484
    
    
    $
    
    
    
    $
    Supplemental disclosures of cash flows information:Interest paid
    
    $
    31,306
    
    
    $
    31,315
    
    
    $
    24,182
    
    
    $
    Income taxes paid
    
    
    11,864
    
    
    
    5,622
    
    
    
    568
    
    
    
    
 See accompanying notes.
 49




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##### Table of Contents



(In Thousands)
 1. Organization and Description of Business
    50




---



##### Table of Contents



(In Thousands)
 1. Organization and Description of Business (continued)
    Net gain on extinguishment of debt
    
    $
    168,208Net loss resulting from fresh start fair value adjustments to assets and liabilities
    
    
    (124,265
    )Total reorganization gain
    
    $
    43,943
 2. Summary of Significant Accounting Policies
 Principles of Consolidation
  Use of Estimates
  51




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##### Table of Contents



2. Summary of Significant Accounting Policies (continued)
 Accounts Receivable
  Inventories
  Property, Plant and Equipment
  Deferred Financing Costs
  52




---



##### Table of Contents



2. Summary of Significant Accounting Policies (continued)
 Identifiable Intangible Assets
  Goodwill
  Impairment of Long-Lived Assets
  Revenue Recognition
  Shipping and Handling Costs
  53




---



##### Table of Contents



2. Summary of Significant Accounting Policies (continued)
 Advertising Costs
  Income Taxes
  Financial Instruments
  Comprehensive Income
  Reclassifications
  54




---



##### Table of Contents



2. Summary of Significant Accounting Policies (continued)
 New Accounting Pronouncements
    55




---



##### Table of Contents



3. Inventories
  2006
    
    
    2005Raw materials
    
    $
    7,857
    
    
    $
    6,905Work in process and finished goods
    
    
    38,437
    
    
    
    37,088Supplies
    
    
    15,553
    
    
    
    15,130$
    61,847
    
    
    $
    59,123
 4. Intangible Assets
  2006
    
    
    2005Gross
    
    
    
    
    
    
    GrossCarrying
    
    
    Accumulated
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationAmortizable intangible assets:Customer lists
    
    $
    67,000
    
    
    $
    20,100
    
    
    $
    67,000
    
    
    $
    13,401Tradenames
    
    
    16,282
    
    
    
    1,234
    
    
    
    16,282
    
    
    
    823Other
    
    
    155
    
    
    
    31
    
    
    
    155
    
    
    
    21$
    83,437
    
    
    $
    21,365
    
    
    $
    83,437
    
    
    $
    14,245
  56




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##### Table of Contents



5. Long-Term Debt
  2006
    
    
    200513% Senior Subordinated Notes
    
    $
    100,000
    
    
    $
    100,00011% Senior Secured Notes, less unamortized discount of $6,337 and $7,921
    
    
    126,191
    
    
    
    124,607Term Loan Facilities
    
    
    13,409
    
    
    
    16,564Revolving Credit Facility
    
    
    24,595
    
    
    
    30,502Other
    
    
    
    
    
    
    81264,195
    
    
    
    271,754Less current portion
    
    
    27,750
    
    
    
    33,668$
    236,445
    
    
    $
    238,086
  57




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##### Table of Contents



5. Long-Term Debt (continued)
     2007
    
    $
    27,7502008
    
    
    3,1552009
    
    
    7,0992010
    
    
    126,1912011
    
    
    Thereafter
    
    
    100,000$
    264,195
 58




---



##### Table of Contents



6. Commitments and Contingencies
   Machinery and equipment
    
    $
    1,344Less accumulated depreciation
    
    
    214$
    1,130
  Operating
    
    
    CapitalLeases
    
    
    Leases2007
    
    $
    1,858
    
    
    $
    2282008
    
    
    1,473
    
    
    
    2282009
    
    
    799
    
    
    
    2282010
    
    
    448
    
    
    
    2282011
    
    
    347
    
    
    
    228Thereafter
    
    
    237
    
    
    
    315Total minimum lease payments
    
    $
    5,162
    
    
    
    1,455Less amount representing interest
    
    
    
    
    
    
    234Present value of minimum lease payments
    
    
    
    
    
    
    1,221Less current portion
    
    
    
    
    
    
    161Capital lease obligations
    
    
    
    
    
    $
    1,060
 59




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##### Table of Contents



6. Commitments and Contingencies (continued)
      60




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##### Table of Contents



7. Income Taxes
  Years Ended September 302006
    
    
    2005
    
    
    2004Current:Federal
    
    $
    7,553
    
    
    $
    7,032
    
    
    $
    (700
    )State
    
    
    1,314
    
    
    
    1,568
    
    
    
    7218,867
    
    
    
    8,600
    
    
    
    21Deferred
    
    
    (10
    )
    
    
    (5,191
    )
    
    
    3,620$
    8,857
    
    
    $
    3,409
    
    
    $
    3,641
  Years Ended September 302006
    
    
    2005
    
    
    2004Continuing operations
    
    $
    8,857
    
    
    $
    3,409
    
    
    $
    3,881Discontinued operations
    
    
    
    
    
    
    
    
    
    
    (240
    )$
    8,857
    
    
    $
    3,409
    
    
    $
    3,641
  Years Ended September 302006
    
    
    2005
    
    
    2004Provision at statutory rate
    
    $
    8,752
    
    
    $
    6,476
    
    
    $
    2,414State income taxes, net of federal taxes
    
    
    851
    
    
    
    815
    
    
    
    469Permanent differences due to reorganization
    
    
    
    
    
    
    (885
    )
    
    
    763Change in tax method of determining LIFO inventory
    
    
    
    
    
    
    (2,679
    )
    
    
    Change in enacted state tax laws
    
    
    (758
    )
    
    
    
    
    
    
    Other
    
    
    12
    
    
    
    (318
    )
    
    
    (5
    )Provision for income taxes
    
    $
    8,857
    
    
    $
    3,409
    
    
    $
    3,641
 61




---



##### Table of Contents



7. Income Taxes (continued)
  2006
    
    
    2005Deferred income tax liabilities:Inventories
    
    $
    (1,195
    )
    
    $
    (905
    )Property, plant and equipment
    
    
    (11,667
    )
    
    
    (10,939
    )Identifiable intangible assets
    
    
    (24,069
    )
    
    
    (27,677
    )Other
    
    
    (336
    )
    
    
    (382
    )(37,267
    )
    
    
    (39,903
    )Deferred income tax assets:Employee benefit plans
    
    
    8,926
    
    
    
    14,972Accrued vacation
    
    
    2,237
    
    
    
    2,191Other accrued liabilities
    
    
    997
    
    
    
    1,414State net operating loss carryforwards
    
    
    155
    
    
    
    264Other
    
    
    873
    
    
    
    871Total deferred tax assets
    
    
    13,188
    
    
    
    19,712Valuation allowance for deferred income tax assets
    
    
    (155
    )
    
    
    (264
    )13,033
    
    
    
    19,448Net deferred income tax liability
    
    $
    (24,234
    )
    
    $
    (20,455
    )Included in the consolidated balance sheets as:Current deferred income tax asset
    
    $
    2,697
    
    
    $
    3,304Noncurrent deferred income tax liability
    
    
    (26,931
    )
    
    
    (23,759
    )$
    (24,234
    )
    
    $
    (20,455
    )
  62




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##### Table of Contents



8. Employee Benefit Plans
 Defined-Benefit Pension Plans and Postretirement Benefits
    63




---



##### Table of Contents



8. Employee Benefit Plans (continued)
 Obligations and Funded Status
  Pension
    
    
    PostretirementBenefits
    
    
    Benefits2006
    
    
    2005
    
    
    2006
    
    
    2005Change in benefit obligation:Benefit obligation, October 1
    
    $
    78,162
    
    
    $
    62,190
    
    
    $
    7,351
    
    
    $
    8,914Service cost
    
    
    2,328
    
    
    
    2,008
    
    
    
    153
    
    
    
    161Interest cost
    
    
    4,083
    
    
    
    3,870
    
    
    
    282
    
    
    
    363Unrecognized prior service cost
    
    
    422
    
    
    
    
    
    
    
    
    
    
    
    Actuarial (gains) losses
    
    
    (10,324
    )
    
    
    12,548
    
    
    
    (1,748
    )
    
    
    (1,655
    )Benefits paid
    
    
    (2,757
    )
    
    
    (2,454
    )
    
    
    (407
    )
    
    
    (432
    )Benefit obligation, September 30
    
    $
    71,914
    
    
    $
    78,162
    
    
    $
    5,631
    
    
    $
    7,351Change in plan assets:Fair value of plan assets, October 1
    
    $
    54,648
    
    
    $
    49,020
    
    
    $
    
    
    
    $
    Actual return on plan assets
    
    
    3,963
    
    
    
    3,892
    
    
    
    
    
    
    
    Company contributions
    
    
    8,519
    
    
    
    4,190
    
    
    
    407
    
    
    
    432Benefits paid
    
    
    (2,757
    )
    
    
    (2,454
    )
    
    
    (407
    )
    
    
    (432
    )Fair value of plan assets, September 30
    
    $
    64,373
    
    
    $
    54,648
    
    
    $
    
    
    
    $
    Funded status of the plans:Benefit obligation in excess of plan assets
    
    $
    (7,541
    )
    
    $
    (23,514
    )
    
    $
    (5,631
    )
    
    $
    (7,351
    )Unrecognized prior service cost
    
    
    392
    
    
    
    
    
    
    
    (396
    )
    
    
    (429
    )4th quarter contributions
    
    
    
    
    
    
    1,200
    
    
    
    101
    
    
    
    109Unrecognized net (gains) losses
    
    
    908
    
    
    
    10,789
    
    
    
    (4,215
    )
    
    
    (2,733
    )$
    (6,241
    )
    
    $
    (11,525
    )
    
    $
    (10,141
    )
    
    $
    (10,404
    )Amounts recognized in the consolidated balance sheets at
September 30:Accrued pension or postretirement benefit liability
    
    $
    (8,036
    )
    
    $
    (22,401
    )
    
    $
    (10,141
    )
    
    $
    (10,404
    )Intangible asset (included in other assets)
    
    
    392
    
    
    
    
    
    
    
    
    
    
    
    Deferred income tax asset
    
    
    561
    
    
    
    4,350
    
    
    
    
    
    
    
    Accumulated other comprehensive loss
    
    
    842
    
    
    
    6,526
    
    
    
    
    
    
    
    $
    (6,241
    )
    
    $
    (11,525
    )
    
    $
    (10,141
    )
    
    $
    (10,404
    )
  64




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##### Table of Contents



8. Employee Benefit Plans (continued)
 Benefit Costs
  Pension Benefits
    
    
    Postretirement Benefits2006
    
    
    2005
    
    
    2004
    
    
    2006
    
    
    2005
    
    
    2004Service cost
    
    $
    2,328
    
    
    $
    2,008
    
    
    $
    1,964
    
    
    $
    153
    
    
    $
    161
    
    
    $
    286Interest cost
    
    
    4,083
    
    
    
    3,870
    
    
    
    3,663
    
    
    
    282
    
    
    
    363
    
    
    
    523Expected return on plan
assets
    
    
    (4,732
    )
    
    
    (4,157
    )
    
    
    (3,630
    )
    
    
    
    
    
    
    
    
    
    
    Amortization of prior
service cost
    
    
    30
    
    
    
    
    
    
    
    
    
    
    
    (33
    )
    
    
    (32
    )
    
    
    (32
    )Recognized net actuarial
(gain) loss
    
    
    185
    
    
    
    2
    
    
    
    20
    
    
    
    (265
    )
    
    
    (244
    )
    
    
    (33
    )Net periodic benefit cost
    
    $
    1,894
    
    
    $
    1,723
    
    
    $
    2,017
    
    
    $
    137
    
    
    $
    248
    
    
    $
    744
 Assumptions
  Pension Benefits
    
    
    Postretirement Benefits2006
    
    
    2005
    
    
    2006
    
    
    2005Discount rate
    
    
    6.25
    %
    
    
    5.25
    %
    
    
    6.25
    %
    
    
    5.25
    %
  65




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##### Table of Contents



8. Employee Benefit Plans (continued)
  Pension Benefits
    
    
    Postretirement Benefits2006
    
    
    2005
    
    
    2004
    
    
    2006
    
    
    2005
    
    
    2004Discount rate
    
    
    5.25
    %
    
    
    6.25
    %
    
    
    6.25
    %
    
    
    5.25
    %
    
    
    6.25
    %
    
    
    6.25
    %Expected long-termrate of return on
    

    
    7.50
    % to



    


    
    7.50
    % to


    

    
    7.50
    % toplan assets
    
    
    8.50
    %
    
    
    8.50
    %
    
    
    8.50
    %
    
    
    
    
    
    
    
    
    
    
    
  1% Increase
    
    
    1% DecreaseEffect on total of service cost and interest cost
    
    $
    104
    
    
    $
    (77
    )Effect on postretirement benefit obligation
    
    
    996
    
    
    
    (778
    )
 Pension Plan Assets
  2006
    
    
    2005Asset category:Equity securities
    
    
    51
    %
    
    
    47
    %Debt securities
    
    
    32
    
    
    
    34Real estate
    
    
    3
    
    
    
    3Other
    
    
    14
    
    
    
    16100
    %
    
    
    100
    %
 66




---



##### Table of Contents



8. Employee Benefit Plans (continued)
   Benefit Payments and Contributions
  2007
    
    $
    2,9862008
    
    
    3,0482009
    
    
    3,3002010
    
    
    3,4732011
    
    
    3,7072012  2016
    
    
    24,254$
    40,768
  67




---



##### Table of Contents



8. Employee Benefit Plans (continued)
 Defined-Contribution Retirement Plans
  Other Employee Benefits
    9. Segment Information
  68




---



##### Table of Contents



9. Segment Information (continued)
  Years Ended September 302006
    
    
    2005
    
    
    2004Revenues from external customers:Castings
    
    $
    495,384
    
    
    $
    491,159
    
    
    $
    414,575Forgings
    
    
    41,222
    
    
    
    44,348
    
    
    
    29,853Other
    
    
    20,703
    
    
    
    22,507
    
    
    
    22,035Elimination of intersegment revenues
    
    
    (14,857
    )
    
    
    (16,242
    )
    
    
    (15,521
    )$
    542,452
    
    
    $
    541,772
    
    
    $
    450,942Income (loss) from continuing operations:Castings
    
    $
    16,149
    
    
    $
    15,095
    
    
    $
    3,614Forgings
    
    
    (605
    )
    
    
    (570
    )
    
    
    (2,482
    )Other
    
    
    345
    
    
    
    189
    
    
    
    1,980Elimination of intersegment loss
    
    
    260
    
    
    
    381
    
    
    
    502$
    16,149
    
    
    $
    15,095
    
    
    $
    3,614Total assets:Castings
    
    $
    472,760
    
    
    $
    475,725
    
    
    $
    478,820Forgings
    
    
    6,399
    
    
    
    7,040
    
    
    
    8,110Other
    
    
    10,285
    
    
    
    13,268
    
    
    
    12,097Elimination of intersegment assets
    
    
    (78,524
    )
    
    
    (83,478
    )
    
    
    (91,587
    )$
    410,920
    
    
    $
    412,555
    
    
    $
    407,440
 69




---



##### Table of Contents



9. Segment Information (continued)
 Castings
    
    
    Forgings
    
    
    Other
    
    
    TotalYear ended September 30, 2006:Interest expense
    
    $
    29,309
    
    
    $
    3,368
    
    
    $
    733
    
    
    $
    33,410Interest income
    
    
    78
    
    
    
    
    
    
    
    5
    
    
    
    83Provision for income taxes
    
    
    7,077
    
    
    
    1,569
    
    
    
    211
    
    
    
    8,857Depreciation and amortization expense
    
    
    18,105
    
    
    
    916
    
    
    
    1,222
    
    
    
    20,243Expenditures for long-lived assets
    
    
    16,866
    
    
    
    417
    
    
    
    520
    
    
    
    17,803Year ended September 30, 2005:Interest expense
    
    $
    29,543
    
    
    $
    3,387
    
    
    $
    489
    
    
    $
    33,419Interest income
    
    
    13
    
    
    
    
    
    
    
    
    
    
    
    13Provision for income taxes
    
    
    1,642
    
    
    
    479
    
    
    
    1,288
    
    
    
    3,409Depreciation and amortization expense
    
    
    16,979
    
    
    
    815
    
    
    
    1,070
    
    
    
    18,864Expenditures for long-lived assets
    
    
    15,966
    
    
    
    948
    
    
    
    658
    
    
    
    17,572Year ended September 30, 2004:Interest expense
    
    $
    29,392
    
    
    $
    3,476
    
    
    $
    524
    
    
    $
    33,392Interest income
    
    
    29
    
    
    
    
    
    
    
    
    
    
    
    29Provision (credit) for income taxes
    
    
    3,648
    
    
    
    (385
    )
    
    
    618
    
    
    
    3,881Depreciation and amortization expense
    
    
    16,254
    
    
    
    749
    
    
    
    989
    
    
    
    17,992Expenditures for long-lived assets
    
    
    11,589
    
    
    
    398
    
    
    
    726
    
    
    
    12,713
 70




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##### Table of Contents



9. Segment Information (continued)
 Geographic Information
 Long-LivedNet Sales
    
    
    Assets (1)Year ended September 30, 2006:United States
    
    $
    521,193
    
    
    $
    96,878Foreign countries
    
    
    21,259
    
    
    
    $
    542,452
    
    
    $
    96,878Year ended September 30, 2005:United States
    
    $
    509,104
    
    
    $
    91,250Foreign countries
    
    
    32,668
    
    
    
    $
    541,772
    
    
    $
    91,250Year ended September 30, 2004:United States
    
    $
    428,081
    
    
    $
    87,276Foreign countries
    
    
    22,861
    
    
    
    $
    450,942
    
    
    $
    87,276
 (1) Represents fixed assets.
 10. Subsidiary Guarantors
  71




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##### Table of Contents



10. Subsidiary Guarantors (continued)
 Condensed Consolidating Balance Sheet  September 30, 2006
 SubsidiaryNeenah
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedAssetsCurrent assets:Cash (overdraft)
    
    $
    2,433
    
    
    $
    (1,523
    )
    
    $
    
    
    
    $
    910Accounts receivable, net
    
    
    43,452
    
    
    
    41,709
    
    
    
    
    
    
    
    85,161Inventories
    
    
    22,990
    
    
    
    38,857
    
    
    
    
    
    
    
    61,847Deferred income taxes
    
    
    4,169
    
    
    
    (1,472
    )
    
    
    
    
    
    
    2,697Other current assets
    
    
    4,930
    
    
    
    2,495
    
    
    
    
    
    
    
    7,425Total current assets
    
    
    77,974
    
    
    
    80,066
    
    
    
    
    
    
    
    158,040Investments in and advances to subsidiaries
    
    
    115,243
    
    
    
    
    
    
    
    (115,243
    )
    
    
    Property, plant and equipment, net
    
    
    41,183
    
    
    
    55,695
    
    
    
    
    
    
    
    96,878Deferred financing costs, identifiable intangible
assets and goodwill, net
    
    
    134,233
    
    
    
    16,233
    
    
    
    
    
    
    
    150,466Other assets
    
    
    1,952
    
    
    
    3,584
    
    
    
    
    
    
    
    5,536$
    370,585
    
    
    $
    155,578
    
    
    $
    (115,243
    )
    
    $
    410,920Liabilities and stockholders equityCurrent liabilities:Accounts payable
    
    $
    10,147
    
    
    $
    19,619
    
    
    $
    
    
    
    $
    29,766Net intercompany payable
    
    
    
    
    
    
    89,207
    
    
    
    (89,207
    )
    
    
    Income taxes payable
    
    
    2,550
    
    
    
    
    
    
    
    
    
    
    
    2,550Accrued wages and employee benefits
    
    
    6,478
    
    
    
    7,235
    
    
    
    
    
    
    
    13,713Accrued interest
    
    
    7,157
    
    
    
    
    
    
    
    
    
    
    
    7,157Other accrued liabilities
    
    
    1,022
    
    
    
    1,902
    
    
    
    
    
    
    
    2,924Current portion of long-term debt
    
    
    27,750
    
    
    
    
    
    
    
    
    
    
    
    27,750Current portion of capital lease obligations
    
    
    
    
    
    
    161
    
    
    
    
    
    
    
    161Total current liabilities
    
    
    55,104
    
    
    
    118,124
    
    
    
    (89,207
    )
    
    
    84,021Long-term debt
    
    
    236,445
    
    
    
    
    
    
    
    
    
    
    
    236,445Capital lease obligations
    
    
    
    
    
    
    1,060
    
    
    
    
    
    
    
    1,060Deferred income taxes
    
    
    23,740
    
    
    
    3,191
    
    
    
    
    
    
    
    26,931Postretirement benefit obligations
    
    
    10,141
    
    
    
    
    
    
    
    
    
    
    
    10,141Pension benefit obligations
    
    
    3,982
    
    
    
    4,054
    
    
    
    
    
    
    
    8,036Other liabilities
    
    
    1,987
    
    
    
    3,113
    
    
    
    
    
    
    
    5,100Stockholders equity
    
    
    39,186
    
    
    
    26,036
    
    
    
    (26,036
    )
    
    
    39,186$
    370,585
    
    
    $
    155,578
    
    
    $
    (115,243
    )
    
    $
    410,920
 72




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##### Table of Contents



10. Subsidiary Guarantors (continued)
 Condensed Consolidating Balance Sheet  September 30, 2005
 SubsidiaryNeenah
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedAssetsCurrent assets:Cash (overdraft)
    
    $
    4,952
    
    
    $
    (1,468
    )
    
    $
    
    
    
    $
    3,484Accounts receivable, net
    
    
    37,085
    
    
    
    48,710
    
    
    
    
    
    
    
    85,795Inventories
    
    
    22,754
    
    
    
    36,369
    
    
    
    
    
    
    
    59,123Deferred income taxes
    
    
    4,537
    
    
    
    (1,233
    )
    
    
    
    
    
    
    3,304Other current assets
    
    
    3,908
    
    
    
    2,989
    
    
    
    
    
    
    
    6,897Total current assets
    
    
    73,236
    
    
    
    85,367
    
    
    
    
    
    
    
    158,603Investments in and advances to subsidiaries
    
    
    114,430
    
    
    
    
    
    
    
    (114,430)Property, plant and equipment, net
    
    
    36,519
    
    
    
    54,731
    
    
    
    
    
    
    
    91,250Deferred financing costs, identifiable intangible
assets and goodwill, net
    
    
    140,435
    
    
    
    17,648
    
    
    
    
    
    
    
    158,083Other assets
    
    
    1,834
    
    
    
    2,785
    
    
    
    
    
    
    
    4,619$
    366,454
    
    
    $
    160,531
    
    
    $
    (114,430
    )
    
    $
    412,555Liabilities and stockholders equityCurrent liabilities:Accounts payable
    
    $
    8,442
    
    
    $
    21,863
    
    
    $
    
    
    
    $
    30,305Net intercompany payable
    
    
    
    
    
    
    81,907
    
    
    
    (81,907)Income taxes payable
    
    
    5,562
    
    
    
    
    
    
    
    
    
    
    
    5,562Accrued wages and employee benefits
    
    
    7,701
    
    
    
    8,885
    
    
    
    
    
    
    
    16,586Accrued interest
    
    
    7,134
    
    
    
    
    
    
    
    
    
    
    
    7,134Other accrued liabilities
    
    
    469
    
    
    
    1,942
    
    
    
    
    
    
    
    2,411Current portion of long-term debt
    
    
    33,658
    
    
    
    10
    
    
    
    
    
    
    
    33,668Total current liabilities
    
    
    62,966
    
    
    
    114,607
    
    
    
    (81,907)
    
    
    
    95,666Long-term debt
    
    
    238,015
    
    
    
    71
    
    
    
    
    
    
    
    238,086Deferred income taxes
    
    
    20,539
    
    
    
    3,220
    
    
    
    
    
    
    
    23,759Postretirement benefit obligations
    
    
    10,404
    
    
    
    
    
    
    
    
    
    
    
    10,404Pension benefit obligations
    
    
    15,307
    
    
    
    
    
    
    
    7,094
    
    
    
    22,401Other liabilities
    
    
    1,870
    
    
    
    3,016
    
    
    
    
    
    
    
    4,886Stockholders equity
    
    
    17,353
    
    
    
    32,523
    
    
    
    (32,523)
    
    
    
    17,353$
    366,454
    
    
    $
    160,531
    
    
    $
    (114,430
    )
    
    $
    412,555
 73




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##### Table of Contents



10. Subsidiary Guarantors (continued)
 Condensed Consolidating Statement of Operations  Year Ended September 30, 2006
 SubsidiaryNeenah
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    251,813
    
    
    $
    297,641
    
    
    $
    (7,002
    )
    
    $
    542,452Cost of sales
    
    
    181,318
    
    
    
    268,242
    
    
    
    (7,002)
    
    
    
    442,558Gross profit
    
    
    70,495
    
    
    
    29,399
    
    
    
    
    
    
    
    99,894Selling, general and administrative expenses
    
    
    18,416
    
    
    
    15,898
    
    
    
    
    
    
    
    34,314Amortization expense
    
    
    5,705
    
    
    
    1,415
    
    
    
    
    
    
    
    7,120Loss (gain) on disposal of equipment
    
    
    247
    
    
    
    (120
    )
    
    
    
    
    
    
    127Operating income
    
    
    46,127
    
    
    
    12,206
    
    
    
    
    
    
    
    58,333Other income (expense):Interest expense
    
    
    (17,842
    )
    
    
    (15,568
    )
    
    
    
    
    
    
    (33,410
    )Interest income
    
    
    
    
    
    
    83
    
    
    
    
    
    
    
    83(17,842
    )
    
    
    (15,485
    )
    
    
    
    
    
    
    (33,327
    )Income (loss) from operations before income
taxes and equity in losses of subsidiaries
    
    
    28,285
    
    
    
    (3,279
    )
    
    
    
    
    
    
    25,006Provision for income taxes
    
    
    4,103
    
    
    
    4,754
    
    
    
    
    
    
    
    8,85724,182
    
    
    
    (8,033
    )
    
    
    
    
    
    
    16,149Equity in losses of subsidiaries
    
    
    (8,033
    )
    
    
    
    
    
    
    8,033
    
    
    
    Net income (loss)
    
    $
    16,149
    
    
    $
    (8,033
    )
    
    $
    8,033
    
    
    $
    16,149
 74




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##### Table of Contents



10. Subsidiary Guarantors (continued)
 Condensed Consolidating Statement of Operations  Year Ended September 30, 2005
 SubsidiaryNeenah
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    241,467
    
    
    $
    306,635
    
    
    $
    (6,330
    )
    
    $
    541,772Cost of sales
    
    
    177,897
    
    
    
    269,251
    
    
    
    (6,330
    )
    
    
    440,818Gross profit
    
    
    63,570
    
    
    
    37,384
    
    
    
    
    
    
    
    100,954Selling, general and
administrative expenses
    
    
    24,169
    
    
    
    16,798
    
    
    
    
    
    
    
    40,967Amortization expense
    
    
    5,705
    
    
    
    1,419
    
    
    
    
    
    
    
    7,124Loss on disposal of equipment
    
    
    367
    
    
    
    586
    
    
    
    
    
    
    
    953Operating income
    
    
    33,329
    
    
    
    18,581
    
    
    
    
    
    
    
    51,910Other income (expense):Interest expense
    
    
    (17,767
    )
    
    
    (15,652
    )
    
    
    
    
    
    
    (33,419
    )Interest income
    
    
    
    
    
    
    13
    
    
    
    
    
    
    
    13(17,767
    )
    
    
    (15,639
    )
    
    
    
    
    
    
    (33,406
    )Income from operations before
income taxes and equity in losses
of subsidiaries
    
    
    15,562
    
    
    
    2,942
    
    
    
    
    
    
    
    18,504Provision (credit) for income taxes
    
    
    (3,784
    )
    
    
    7,193
    
    
    
    
    
    
    
    3,40919,346
    
    
    
    (4,251
    )
    
    
    
    
    
    
    15,095Equity in losses of subsidiaries
    
    
    (4,251
    )
    
    
    
    
    
    
    4,251
    
    
    
    Net income (loss)
    
    $
    15,095
    
    
    $
    (4,251
    )
    
    $
    4,251
    
    
    $
    15,095
 75




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##### Table of Contents



10. Subsidiary Guarantors (continued)
 Condensed Consolidating Statement of Operations  Year Ended September 30, 2004
 SubsidiaryNeenah
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    198,331
    
    
    $
    258,266
    
    
    $
    (5,655
    )
    
    $
    450,942Cost of sales
    
    
    144,649
    
    
    
    236,130
    
    
    
    (5,655
    )
    
    
    375,124Gross profit
    
    
    53,682
    
    
    
    22,136
    
    
    
    
    
    
    
    75,818Selling, general and administrative
expenses
    
    
    13,249
    
    
    
    14,125
    
    
    
    
    
    
    
    27,374Amortization expense
    
    
    5,705
    
    
    
    1,416
    
    
    
    
    
    
    
    7,121Loss on disposal of equipment
    
    
    465
    
    
    
    
    
    
    
    
    
    
    
    465Operating income
    
    
    34,263
    
    
    
    6,595
    
    
    
    
    
    
    
    40,858Other income (expense):Interest expense
    
    
    (17,295
    )
    
    
    (16,097
    )
    
    
    
    
    
    
    (33,392
    )Interest income
    
    
    21
    
    
    
    8
    
    
    
    
    
    
    
    29(17,274
    )
    
    
    (16,089
    )
    
    
    
    
    
    
    (33,363
    )Income (loss) from continuing
operations before income taxes and
equity in losses of subsidiaries
    
    
    16,989
    
    
    
    (9,494
    )
    
    
    
    
    
    
    7,495Provision (credit) for income taxes
    
    
    (1,890
    )
    
    
    5,771
    
    
    
    
    
    
    
    3,88118,879
    
    
    
    (15,265
    )
    
    
    
    
    
    
    3,614Equity in losses of subsidiaries
    
    
    (15,624
    )
    
    
    
    
    
    
    15,624
    
    
    
    Income (loss) from continuing operations
    
    
    3,255
    
    
    
    (15,265
    )
    
    
    15,624
    
    
    
    3,614Loss from discontinued operations, net
of income taxes
    
    
    
    
    
    
    (359
    )
    
    
    
    
    
    
    (359
    )Net income (loss)
    
    $
    3,255
    
    
    $
    (15,624
    )
    
    $
    15,624
    
    
    $
    3,255
 76




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##### Table of Contents



10. Subsidiary Guarantors (continued)
 Condensed Consolidating Statement of Cash Flows  Year Ended September 30, 2006
 SubsidiaryNeenah
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedOperating activitiesNet income (loss)
    
    $
    16,149
    
    
    $
    (8,033
    )
    
    $
    8,033
    
    
    $
    16,149Noncash adjustments
    
    
    12,228
    
    
    
    10,964
    
    
    
    
    
    
    
    23,192Changes in operating assets and liabilities
    
    
    (14,471
    )
    
    
    (119
    )
    
    
    
    
    
    
    (14,590
    )Net cash provided by operating activities
    
    
    13,906
    
    
    
    2,812
    
    
    
    8,033
    
    
    
    24,751Investing activitiesInvestments in and advances to subsidiaries
    
    
    733
    
    
    
    7,300
    
    
    
    (8,033
    )
    
    
    Purchase of property, plant and equipment
    
    
    (8,003
    )
    
    
    (9,800
    )
    
    
    
    
    
    
    (17,803
    )Other
    
    
    (94
    )
    
    
    (235
    )
    
    
    
    
    
    
    (329
    )Net cash used in investing activities
    
    
    (7,364
    )
    
    
    (2,735
    )
    
    
    (8,033
    )
    
    
    (18,132
    )Financing activityPayments on long-term debt and capitallease obligations
    
    
    (9,061
    )
    
    
    (132
    )
    
    
    
    
    
    
    (9,193
    )Decrease in cash
    
    
    (2,519
    )
    
    
    (55
    )
    
    
    
    
    
    
    (2,574
    )Cash (overdraft) at beginning of year
    
    
    4,952
    
    
    
    (1,468
    )
    
    
    
    
    
    
    3,484Cash (overdraft) at end of year
    
    $
    2,433
    
    
    $
    (1,523
    )
    
    $
    
    
    
    $
    910
 77




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##### Table of Contents



10. Subsidiary Guarantors (continued)
 Condensed Consolidating Statement of Cash Flows  Year Ended September 30, 2005
 SubsidiaryNeenah
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedOperating activitiesNet income (loss)
    
    $
    15,095
    
    
    $
    (4,251
    )
    
    $
    4,251
    
    
    $
    15,095Noncash adjustments
    
    
    6,637
    
    
    
    12,608
    
    
    
    
    
    
    
    19,245Changes in operating assets and liabilities
    
    
    5,428
    
    
    
    (6,181
    )
    
    
    
    
    
    
    (753
    )Net cash provided by operating activities
    
    
    27,160
    
    
    
    2,176
    
    
    
    4,251
    
    
    
    33,587Investing activitiesInvestments in and advances to subsidiaries
    
    
    (4,129
    )
    
    
    8,380
    
    
    
    (4,251
    )
    
    
    Purchase of property, plant and equipment
    
    
    (7,678
    )
    
    
    (9,894
    )
    
    
    
    
    
    
    (17,572
    )Other
    
    
    197
    
    
    
    1,055
    
    
    
    
    
    
    
    1,252Net cash used in investing activities
    
    
    (11,610
    )
    
    
    (459
    )
    
    
    (4,251
    )
    
    
    (16,320
    )Financing activitiesProceeds from long-term debt
    
    
    
    
    
    
    84
    
    
    
    
    
    
    
    84Payments on long-term debt
    
    
    (12,130
    )
    
    
    (1,586
    )
    
    
    
    
    
    
    (13,716
    )Debt issuance costs
    
    
    (151
    )
    
    
    
    
    
    
    
    
    
    
    (151
    )Net cash used in financing activities
    
    
    (12,281
    )
    
    
    (1,502
    )
    
    
    
    
    
    
    (13,783
    )Increase in cash
    
    
    3,269
    
    
    
    215
    
    
    
    
    
    
    
    3,484Cash (overdraft) at beginning of year
    
    
    1,683
    
    
    
    (1,683
    )
    
    
    
    
    
    
    Cash (overdraft) at end of year
    
    $
    4,952
    
    
    $
    (1,468
    )
    
    $
    
    
    
    $
    3,484
 78




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##### Table of Contents



10. Subsidiary Guarantors (continued)
 Condensed Consolidating Statement of Cash Flows  Year Ended September 30, 2004
 SubsidiaryNeenah
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedOperating activitiesNet income (loss)
    
    $
    3,255
    
    
    $
    (15,624
    )
    
    $
    15,624
    
    
    $
    3,255Noncash adjustments
    
    
    8,792
    
    
    
    16,854
    
    
    
    
    
    
    
    25,646Changes in operating assets and liabilities
    
    
    (11,999
    )
    
    
    (14,157
    )
    
    
    
    
    
    
    (16,156
    )Net cash provided by (used in) operating
activities
    
    
    48
    
    
    
    (12,927
    )
    
    
    15,624
    
    
    
    2,745Investing activitiesInvestments in and advances to subsidiaries
    
    
    (6,749
    )
    
    
    22,373
    
    
    
    (15,624
    )
    
    
    Purchase of property, plant and equipment
    
    
    (3,897
    )
    
    
    (8,816
    )
    
    
    
    
    
    
    (12,713
    )Other
    
    
    121
    
    
    
    409
    
    
    
    
    
    
    
    530Net cash provided by (used in) investing
activities
    
    
    (10,525
    )
    
    
    13,966
    
    
    
    (15,624
    )
    
    
    (12,183
    )Financing activitiesProceeds from long-term debt
    
    
    14,450
    
    
    
    
    
    
    
    
    
    
    
    14,450Payments on long-term debt
    
    
    (2,366
    )
    
    
    (2,646
    )
    
    
    
    
    
    
    (5,012
    )Net cash provided by (used in) financing
activities
    
    
    12,084
    
    
    
    (2,646
    )
    
    
    
    
    
    
    9,438Increase (decrease) in cash
    
    
    1,607
    
    
    
    (1,607
    )
    
    
    
    
    
    
    Cash (overdraft) at beginning of year
    
    
    76
    
    
    
    (76
    )
    
    
    
    
    
    
    Cash (overdraft) at end of year
    
    $
    1,683
    
    
    $
    (1,683
    )
    
    $
    
    
    
    $
    
 79




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##### Table of Contents



11. Quarterly Results of Operations (Unaudited)
 Year Ended September 30, 20061st Quarter
    
    
    2nd Quarter
    
    
    3rd Quarter
    
    
    4th QuarterNet sales
    
    $
    121,714
    
    
    $
    130,513
    
    
    $
    147,724
    
    
    $
    142,501Gross profit
    
    
    19,090
    
    
    
    21,219
    
    
    
    29,951
    
    
    
    29,634Net income
    
    
    720
    
    
    
    1,057
    
    
    
    6,842
    
    
    
    7,530
 Year Ended September 30, 20051st Quarter
    
    
    2nd Quarter
    
    
    3rd Quarter
    
    
    4th QuarterNet sales
    
    $
    121,864
    
    
    $
    131,527
    
    
    $
    145,685
    
    
    $
    142,696Gross profit
    
    
    19,168
    
    
    
    20,460
    
    
    
    31,347
    
    
    
    30,979Net income
    
    
    612
    
    
    
    1,175
    
    
    
    6,130
    
    
    
    7,178
 80




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##### Table of Contents



81




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##### Table of Contents



Neenah Foundry Company
 Valuation and Qualifying Accounts
Years ended September 30, 2004, 2005, and 2006  (Dollars in Thousands)
 Balance at
    
    
    AdditionsBeginning
    
    
    Charged to
    
    
    
    
    
    
    Balance atDescription
    
    Of Period
    
    
    Expense
    
    
    Deductions
    
    
    End of PeriodAllowance for doubtful
accounts receivable:2004
    
    $
    2,375
    
    
    $
    1,043
    
    
    $
    2,276
    (A)
    
    $
    1,1422005
    
    $
    1,142
    
    
    $
    2,153
    
    
    $
    1,202
    (A)
    
    $
    2,0932006
    
    $
    2,093
    
    
    $
    433
    
    
    $
    641
    (A)
    
    $
    1,885(A) Uncollectible accounts written off, net of recoveriesReserve for obsolete inventory:2004
    
    $
    1,194
    
    
    $
    231
    
    
    $
    690
    (B)
    
    $
    7352005
    
    $
    735
    
    
    $
    356
    
    
    $
    90
    (B)
    
    $
    1,0012006
    
    $
    1,001
    
    
    $
    318
    
    
    $
    315
    (B)
    
    $
    1,004(B) Reduction for disposition of inventory
 82




---



##### Table of Contents



NEENAH FOUNDRY COMPANY
(Registrant)/s/ Gary W. LaCheyGary W. LaCheyCorporate Vice President - Finance and Chief Financial Officer  
 /s/ William M. Barrett
    
    /s/ Stephen E. K. GrahamWilliam M. Barrett
    
    Stephen E. K. GrahamPresident and Chief Executive Officer,
    
    DirectorDirector (Principal Executive Officer)/s/ Gary W. LaChey
    
    /s/ Joseph V. LashGary W. LaChey
    
    Joseph V. LashCorporate Vice President  Finance and Chief
    
    DirectorFinancial Officer (Principal Financial andPrincipal Accounting Officer)/s/ Albert E. Ferrara, Jr.
    
    /s/ Jeffrey G. MarshallAlbert E. Ferrara, Jr.
    
    Jeffrey G. MarshallDirector
    
    Director/s/ David B. GendellDavid B. GendellDirector
 
 83




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84




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##### Table of Contents



Exhibit
    
    
    
    Incorporated Herein
    
    FiledNumber
    
    Description
    
    By Reference To
    
    Herewith2.1
    
    Disclosure Statement for Pre-Petition of Votes
with respect to the Prepackaged Joint Plan of
Reorganization of ACP Holding Company, NFC
Castings, Inc., and Neenah Foundry Company
    
    Exhibit T3E-1 to application for
qualification of indenture on Form T-3
filed 7/1/03 (File No. 022-28687)2.2
    
    Prepackaged Joint Plan of Reorganization of ACP
Holding Company, NFC Castings, Inc. Neenah Foundry
Company and Certain of its Subsidiaries under
Chapter 11 of the United States Bankruptcy Code
    
    Exhibit T3E-2 to application for
qualification of indenture on Form T-3
filed 7/1/03 (File No. 022-28687)3.1
    
    Amended and Restated Certificate [Articles] of
Incorporation of Neenah Foundry Company
    
    Exhibit 3.1 to the Registrants Annual
Report on Form 10-K for the fiscal year
ended September 30, 2005 (the 2005 Form
10-K)3.2
    
    Third Amended and Restated Certificate of
Incorporation of ACP Holding Company
    
    Exhibit 3.2 to 2005 Form 10-K3.3
    
    Amended and Restated Certificate of Incorporation
of NFC Castings, Inc.
    
    Exhibit 3.3 to 2005 Form 10-K3.4
    
    Amended and Restated Certificate of Incorporation
of Advanced Cast Products, Inc.
    
    Exhibit 3.2 to Amendment No. 1 to the
Registrants Form S-4 Registration
Statement (File No. 333-111008) filed on
January 28, 2004 (the 1/28/04 S-4
Amendment)3.5
    
    Amended and Restated Articles of Incorporation of
Dalton Corporation
    
    Exhibit 3.3 to the 1/28/04 S-4 Amendment
 85




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##### Table of Contents



Exhibit
    
    
    
    Incorporated Herein
    
    FiledNumber
    
    Description
    
    By Reference To
    
    Herewith3.6
    
    Certificate [Articles] of Incorporation of Dalton
Corporation, Warsaw Manufacturing Facility
    
    Exhibit 3.4 to the 1/28/04 S-4 Amendment3.7
    
    Amended and Restated Articles of Incorporation of
Dalton Corporation, Stryker Machining Facility Co.
    
    
    
    X3.8
    
    Articles of Incorporation of Dalton Corporation,
Ashland Manufacturing Facility
    
    Exhibit 3.6 to the 1/28/04 S-4 Amendment3.9
    
    Articles of Incorporation of Dalton Corporation,
Kendallville Manufacturing Facility
    
    Exhibit 3.7 to the 1/28/04 S-4 Amendment3.10
    
    Articles of Incorporation of Deeter Foundry, Inc.
    
    Exhibit 3.8 to the 1/28/04 S-4 Amendment3.11
    
    Articles of Incorporation of Gregg Industries, Inc.
    
    Exhibit 3.9 to the 1/28/04 S-4 Amendment3.12
    
    Articles of Incorporation of A & M
Specialties, Inc.
    
    Exhibit 3.10 to the 1/28/04 S-4 Amendment3.13
    
    Restated Articles of Incorporation of Neenah
Transport, Inc.
    
    Exhibit 3.11 to the 1/28/04 S-4 Amendment3.14
    
    Restated Articles of Incorporation of Cast Alloys,
Inc.
    
    Exhibit 3.12 to the 1/28/04 S-4 Amendment3.15
    
    [Reserved]3.16
    
    [Reserved]3.17
    
    Certificate of Incorporation of Mercer Forge
Corporation
    
    Exhibit 3.17 to 2005 Form 10-K3.18
    
    Amended and Restated Bylaws of ACP Holding Company
    
    
    
    X
 86




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##### Table of Contents



Exhibit
    
    
    
    Incorporated Herein
    
    FiledNumber
    
    Description
    
    By Reference To
    
    Herewith3.19
    
    Amended Bylaws of NFC Castings, Inc.
    
    Exhibit 3.19 to 2005 Form 10-K3.20
    
    Amended Bylaws of Neenah Foundry Company
    
    Exhibit 3.15 to the 1/28/04 S-4 Amendment3.21
    
    Bylaws of Advanced Cast Products, Inc.
    
    Exhibit 3.16 to the 1/28/04 S-4 Amendment3.22
    
    Amended and Restated Bylaws of Dalton Corporation
    
    
    
    X3.23
    
    Amended Code of Bylaws of Dalton Corporation,
Warsaw Manufacturing Facility
    
    Exhibit 3.18 to the 1/28/04 S-4 Amendment3.24
    
    Code of Regulations of Dalton Corporation, Stryker
Machining Facility Co.
    
    Exhibit 3.19 to the 1/28/04 S-4 Amendment3.24(a)
    
    Amendment to Code of Regulations of Dalton
Corporation, Stryker Machining Facility Co.
    
    
    
    X3.25
    
    Amended and Restated Code of Regulations of Dalton
Corporation, Ashland Manufacturing Facility
    
    Exhibit 3.20 to the 1/28/04 S-4 Amendment3.25(a)
    
    Amendment to Amended and Restated Code of
Regulations of Dalton Corporation, Ashland
Manufacturing Facility
    
    
    
    X3.26
    
    Amended Code of Bylaws of Dalton Corporation,
Kendallville Manufacturing Facility
    
    Exhibit 3.21 to the 1/28/04 S-4 Amendment3.26(a)
    
    Amendment to Amended Code of Bylaws of Dalton
Corporation, Kendallville Manufacturing Facility
    
    
    
    X
 87




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##### Table of Contents



Exhibit
    
    
    
    Incorporated Herein
    
    FiledNumber
    
    Description
    
    By Reference To
    
    Herewith3.27
    
    Bylaws of Deeter Foundry, Inc.
    
    Exhibit 3.22 to the 1/28/04 S-4 Amendment3.27(a)
    
    Amendment to Bylaws of Deeter Foundry, Inc.
    
    
    
    X3.28
    
    Bylaws of Gregg Industries, Inc.
    
    Exhibit 3.23 to the 1/28/04 S-4 Amendment3.28(a)
    
    Amendment to Bylaws of Gregg Industries, Inc.
    
    
    
    X3.29
    
    Amended A & M Specialties, Inc. Bylaws
    
    Exhibit 3.24 to the 1/28/04 S-4 Amendment3.30
    
    Amended and Restated Neenah Transport, Inc. Bylaws
    
    
    
    X3.31
    
    Bylaws of Cast Alloys, Inc.
    
    Exhibit 3.26 to the 1/28/04 S-4 Amendment3.31(a)
    
    Amendment to Bylaws of Cast Alloys, Inc.
    
    
    
    X3.32
    
    [Reserved]3.33
    
    Bylaws of Mercer Forge Corporation
    
    Exhibit 3.33 to 2005 Form 10-K4.1
    
    Warrant Agreement, dated October 8, by and between
ACP Holding Company and the Bank of New York as
warrant agent
    
    Exhibit 10.4 hereto4.2
    
    Stockholders Agreement, dated October 8, 2003, by
and among ACP Holding Company, the Standby
Purchasers, the Executives and Directors (as such
terms are defined therein), which terminated on
May 25, 2006
    
    Exhibit 10.5 to the Form S-4 (as defined
at Exhibit 10.3 below)
 88




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##### Table of Contents



Exhibit
    
    
    
    Incorporated Herein
    
    FiledNumber
    
    Description
    
    By Reference To
    
    Herewith4.3
    
    Indenture by and among Neenah Foundry Company, the
guarantors named therein, and the Bank of New
York, as Trustee, dated October 8, 2003, for the
13% Senior Subordinated Notes due 2013
    
    Exhibit 10.7 hereto4.3(a)
    
    Supplemental Indenture, dated as of May 23, 2006,
to the Indenture dated October 8, 2003, for the
13% Senior Subordinated Notes due 2013, among
Neenah Foundry Company, the guarantors named
therein, and the Bank of New York, as Trustee
    
    Exhibit 10.7(a) hereto4.4
    
    Form of Note for the 13% Senior Subordinated Notes
due 2013
    
    Exhibit 10.8 hereto4.5
    
    Indenture by and among Neenah Foundry Company, the
guarantors named therein and The Bank of New York,
as Trustee, dated October 8, 2003, for the 11%
Senior Secured Notes due 2010
    
    Exhibit 10.21 hereto4.5(a)
    
    Supplemental Indenture, dated as of May 23, 2006,
to the Indenture dated October 8, 2003, for the
11% Senior Secured Notes due 2010, among Neenah
Foundry Company, the guarantors named therein, and
the Bank of New York, as Trustee
    
    Exhibit 10.21(a) hereto4.6
    
    Form of Note for the 11% Senior Secured Notes due
2010
    
    Exhibit 10.22 hereto10.1
    
    Loan and Security Agreement, dated October 8,
2003, by and among Neenah Foundry Company, its
subsidiaries party thereto, the various lenders
party thereto and Fleet Capital Corporation, as
agent
    
    Exhibit 10.1 to the 1/28/04 S-4 Amendment
 89




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##### Table of Contents



Exhibit
    
    
    
    Incorporated Herein
    
    FiledNumber
    
    Description
    
    By Reference To
    
    Herewith10.2
    
    Amendment No. 1, dated as of July 28, 2005, to
Loan and Security Agreement, dated as of October
8, 2003, by and among Neenah Foundry Company, its
subsidiaries party thereto, the various lenders
party thereto and Fleet Capital Corporation, as
agent
    
    Exhibit 10.1 to the Registrants Form 8-K
dated July 28, 200510.2(a)
    
    Amendment No. 2, dated as of December 9, 2005, to
Loan and Security Agreement, dated as of October
8, 2003, by and among Neenah Foundry Company, its
subsidiaries party thereto, the various lenders
party thereto and Fleet Capital Corporation, as
agent
    
    Exhibit 10.2(a) to 2005 Form 10-K10.2(b)
    
    Amendment No. 3, dated as of May 19, 2006, to Loan
and Security Agreement, dated as of October 8,
2003, by and among Neenah Foundry Company, its
subsidiaries party thereto, the various lenders
party thereto and Fleet Capital Corporation, as
agent
    
    Exhibit 10.1 to the Registrants Current
Report on Form 8-K dated May 19, 200610.2(c)
    
    Amendment No. 4, dated as of July 31, 2006, to
Loan and Security Agreement, dated as of October
8, 2003, by and among Neenah Foundry Company, its
subsidiaries party thereto, the various lenders
party thereto and Fleet Capital Corporation, as
agent
    
    
    
    X
 90




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##### Table of Contents



Exhibit
    
    
    
    Incorporated Herein
    
    FiledNumber
    
    Description
    
    By Reference To
    
    Herewith10.2(d)
    
    Amendment No. 5, dated as of August 31, 2006, to
Loan and Security Agreement, dated as of October
8, 2003, by and among Neenah Foundry Company, its
subsidiaries party thereto, the various lenders
party thereto and Fleet Capital Corporation, as
agent
    
    
    
    X10.3
    
    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 the Registrants Form S-4
Registration Statement (File No.
333-111008) filed on December 8, 2003
(the Form S-4)10.4
    
    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 2005 Form 10-K10.5
    
    Registration Rights Agreement, dated October 8,
2003, by and between ACP Holding Company and the
initial holders
    
    Exhibit 10.4 to the 1/28/04 S-4 Amendment10.6
    
    Letter Agreement, dated May 18, 2006
    
    Exhibit 10.2 to the Registrants Current
Report on Form 8-K dated May 19, 200610.7
    
    Indenture by and among Neenah Foundry Company, the
guarantors named therein, and the Bank of New
York, as Trustee, dated October 8, 2003, for the
13% Senior Subordinated Notes due 2013
    
    Exhibit 10.6 to the Form S-410.7(a)
    
    Supplemental Indenture, dated as of May 23, 2006,
to the Indenture dated October 8, 2003, for the
13%
    
    Exhibit 4.1 to the Registrants Current
Report on Form 8-K dated May 19, 2006
 91




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##### Table of Contents



Exhibit
    
    
    
    Incorporated Herein
    
    FiledNumber
    
    Description
    
    By Reference To
    
    HerewithSenior Subordinated Notes due 2013, among
Neenah Foundry Company, the guarantors named
therein, and the Bank of New York, as Trustee10.8
    
    Form of Note for the 13% Senior Subordinated Notes
due 2013
    
    Exhibit 10.6 to the Form S-410.9
    
    Registration Rights Agreement, dated October 8,
2003, by and among ACP Holding Company and the
parties named therein for the 13% Senior
Subordinated Noted due 2013
    
    Exhibit 10.8 to the Form S-410.10*
    
    Form of Amendment to the Employment Agreements and
Restricted Grants listed in Exhibits 10.10(a)
through 10.18
    
    Exhibit 10.10 to 2005 Form 10-K10.10(a)*
    
    Employment Agreement and Restricted Stock Grant by
and among Neenah Foundry Company, ACP Holding
Company and John Andrews
    
    Exhibit 10.9 to the 1/28/04 S-4 Amendment10.11*
    
    Employment Agreement and Restricted Stock Grant by
and among Neenah Foundry Company, ACP Holding
Company and William M. Barrett
    
    Exhibit 10.10 to the 1/28/04 S-4 Amendment10.12*
    
    Employment Agreement and Restricted Stock Grant by
and among Dalton Corporation, ACP Holding Company
and Joseph L. DeRita
    
    Exhibit 10.11 to the 1/28/04 S-4 Amendment10.13*
    
    Employment Agreement and Restricted Stock Grant by
and among Neenah Foundry Company, ACP Holding
Company and Frank C. Headington
    
    Exhibit 10.12 to the 1/28/04 S-4 Amendment
 92




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##### Table of Contents



Exhibit
    
    
    
    Incorporated Herein
    
    FiledNumber
    
    Description
    
    By Reference To
    
    Herewith10.14*
    
    Employment Agreement and Restricted Stock Grant by
and among Neenah Foundry Company, ACP Holding
Company and Timothy Koller
    
    Exhibit 10.13 to the 1/28/04 S-4 Amendment10.15*
    
    Employment Agreement and Restricted Stock Grant by
and among Neenah Foundry Company, ACP Holding
Company and Gary W. LaChey
    
    Exhibit 10.14 to the 1/28/04 S-4 Amendment10.16*
    
    Employment Agreement and Restricted Stock Grant by
and among Neenah Foundry Company, ACP Holding
Company and William Martin
    
    Exhibit 10.15 to the 1/28/04 S-4 Amendment10.17*
    
    Employment Agreement and Restricted Stock Grant by
and among Dalton Corporation, ACP Holding Company
and Steve Shaffer
    
    Exhibit 10.16 to the 1/28/04 S-4 Amendment10.18*
    
    Employment Agreement and Restricted Stock Grant by
and among Neenah Foundry Company, ACP Holding
Company and Joseph Varkoly
    
    Exhibit 10.17 to the 1/28/04 S-4 Amendment10.19*
    
    Neenah Foundry Company 2003 Management Annual
Incentive Plan
    
    Exhibit 10.18 to the Form S-410.19(a)*
    
    Summary of Amendment to Neenah Foundry Company
2003 Management Annual Incentive Plan
    
    Exhibit 10.19(a) to 2005 Form 10-K10.20*
    
    Neenah Foundry Company 2003 Severance and Change
of Control Plan
    
    Exhibit 10.19 to the Form S-4
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##### Table of Contents



Exhibit
    
    
    
    Incorporated Herein
    
    FiledNumber
    
    Description
    
    By Reference To
    
    Herewith10.21
    
    Indenture by and among Neenah Foundry Company, the
guarantors named therein and The Bank of New York,
as Trustee, dated October 8, 2003, for the 11%
Senior Secured Notes due 2010
    
    Exhibit 4.1 to the Form S-410.21(a)
    
    Supplemental Indenture, dated as of May 23, 2006,
to the Indenture dated October 8, 2003, for the
11% Senior Secured Notes due 2010, among Neenah
Foundry Company, the guarantors named therein, and
the Bank of New York, as Trustee
    
    Exhibit 4.2 to the Registrants Current
Report on Form 8-K dated May 19, 200610.22
    
    Form of Note for the 11% Senior Secured Notes due
2010
    
    Exhibit 4.1 to the Form S-410.23
    
    Lien Subordination Agreement, dated October 8,
2003, by and among Fleet Capital Corporation,
Neenah Foundry Company, the subsidiaries named
therein, NFC Castings, Inc. and The Bank of New
York as Trustee on behalf of the Noteholders under
the Indenture governing the 11% Senior Secured
Notes due 2010
    
    Exhibit 4.3 to the Form S-410.24
    
    Registration Rights Agreement, dated October 8,
2003, by and among Neenah Foundry Company, the
Guarantors named therein and The Bank of New York
as Trustee for the 11% Senior Secured Notes due
2010
    
    Exhibit 4.4 to the Form S-410.25
    
    Subordinated Security Agreement, dated October 8,
2003, by Neenah Foundry Company and the guarantors
named therein in favor of The
    
    Exhibit 4.5 to the Form S-4
 94




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##### Table of Contents



Exhibit
    
    
    
    Incorporated Herein
    
    FiledNumber
    
    Description
    
    By Reference To
    
    HerewithBank of New York as
Trustee for the Noteholders under the Indenture
governing the 11% Senior Secured Noted due 201010.26
    
    Subordinated Pledge Agreement, dated October 8,
2003, by Dalton Corporation in favor of The Bank
of New York as Trustee for the Noteholders under
the Indenture governing the 11% Senior Secured
Notes due 2010.
    
    Exhibit 4.6 to the Form S-410.27
    
    Subordinated Pledge Agreement, dated October 8,
2003, by Mercer Forge Corporation in favor of The
Bank of New York as Trustee for the Noteholders
under the Indenture governing the 11% Senior
Secured Notes due 2010
    
    Exhibit 4.7 to the Form S-410.28
    
    Subordinated Copyright, Patent, Trademark and
License Mortgage, dated October 8, 2003, by Neenah
Foundry Company in favor of The Bank of New York
as Trustee for the Noteholders under the Indenture
governing the 11% Senior Secured Notes due 2010
    
    Exhibit 4.8 to the Form S-410.29
    
    Subordinated Copyright, Patent, Trademark and
License Mortgage, dated October 8, 2003, by
Advanced Cast Products, Inc. in favor of The Bank
of New York as Trustee for the Noteholders under
the Indenture governing the 11% Senior Secured
Notes due 2010
    
    Exhibit 4.9 to the Form S-410.30
    
    Subordinated Copyright, Patent, Trademark and
License
    
    Exhibit 4.10 to the Form S-4
 95




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##### Table of Contents



Exhibit
    
    
    
    Incorporated Herein
    
    FiledNumber
    
    Description
    
    By Reference To
    
    HerewithMortgage, dated October 8, 2003, by
Peerless Corporation in favor of The Bank of New
York as Trustee for the Noteholders under the
Indenture governing the 11% Senior Secured Notes
due 201010.31
    
    Subordinated Pledge Agreement, dated October 8,
2003, by Neenah Foundry Company in favor of The
Bank of New York as Trustee for the Noteholders
under the Indenture governing the 11% Senior
Securities due 2010
    
    Exhibit 4.11 to the Form S-410.32
    
    Subordinated Pledge Agreement, dated October 8,
2003, by Advanced Cast Products, Inc. in favor of
The Bank of New York as Trustee for the
Noteholders under the Indenture governing the 11%
Senior Securities due 2010
    
    Exhibit 4.12 to the Form S-410.33*
    
    2003 Management Equity Incentive Plan
    
    Exhibit 10.33 to 2005 Form 10-K12.1
    
    Ratio of Earnings to Fixed Charges
    
    
    
    X21
    
    Subsidiaries of Neenah Foundry Company
    
    
    
    X31.1
    
    Certification of Chief Executive Officer 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 pursuant
to Rule 13a-14(a)
    
    
    
    X
 96




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##### Table of Contents



Exhibit
    
    
    
    Incorporated Herein
    
    FiledNumber
    
    Description
    
    By Reference To
    
    Herewithor Rule 15d-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act
of 200232
    
    Chief Executive and Chief Financial Officers
certification 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 the Registrant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 the Registrants Current
Report on Form 8-K dated May 19, 200699.3
    
    Transfer Notice, dated as of May 19, 2006
    
    Exhibit 99.3 to the Registrants Current
Report on Form 8-K dated May 19, 200699.4
    
    Response Letter, dated May 22, 2006
    
    Exhibit 99.4 to the Registrants Current
Report on Form 8-K dated May 19, 2006
 
 *
    
    Denotes management contract or executive compensation plan or arrangement. 97