<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K

[x] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934.
                 For the fiscal year ended September 30, 2002.

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934.
                  For the transition period from ____ to ____.

                        Commission file number 333-28751

                             NEENAH FOUNDRY COMPANY
             (Exact Name of Registrant as Specified in Its Charter)

           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)

                                 (920) 725-7000
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:    NONE

Securities registered pursuant to section 12(g) of the Act:     NONE

      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

      Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X]

      State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the registrant's most recently completed
second quarter. $0

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

      Common Stock, Class A, $100 par value- 1,000 shares as of November 30,
2002
      Common Stock, Class B, $100 par value-     0 shares as of November 30,
2002


                                       1
<PAGE>



                                     PART I
Item 1.    BUSINESS

      Unless otherwise stated in this document or unless the context otherwise
requires, references herein to the "Company" include Neenah Foundry Company and
its wholly owned subsidiaries, namely- Neenah Transport, Inc., Deeter Foundry,
Inc. ("Deeter"), Mercer Forge Corporation ("Mercer"), Dalton Corporation
("Dalton"), Advanced Cast Products ("ACP"), Gregg Industries, Inc. ("Gregg"),
and Niemin Porter & Co. d/b/a Cast Alloys, Inc. ("Cast Alloys"), which is
inactive, and their respective subsidiaries. "Neenah" refers to Neenah Foundry
Company, not including any of its wholly owned subsidiaries.

General Development of Business

      The Company designs, manufactures and markets a wide range of metal
castings and forgings for the heavy municipal market and selected segments of
the industrial markets. Neenah began business in 1872 and has built a strong
reputation for producing quality iron castings. After Neenah was acquired by ACP
Holding Company in 1997, the Company began a strategic initiative to grow and
diversify its business by making selected acquisitions within the metals
industry. As part of the Company's strategy, the Company completed the following
acquisitions:

-    Deeter, a manufacturer of gray iron castings for the heavy municipal
     market, in March 1998.
-    Mercer, a producer of complex-shaped forged components for use in
     transportation, railroad, mining and heavy industrial applications, in
     April 1998.
-    Dalton, a manufacturer of gray iron castings primarily for the
     refrigeration and air conditioning, transportation and heavy equipment
     industrial markets, in September 1998.
-    ACP, a manufacturer of ductile and malleable iron castings for various
     industrial markets, in September 1998.
-    Cast Alloys, a manufacturer of investment-cast titanium and stainless steel
     golf clubheads, in December 1998. The operations of Cast Alloys were
     discontinued in January, 2002 and this subsidiary is currently inactive.
-    Gregg, a manufacturer of gray and ductile iron castings for various
     industrial markets, in November 1999.

      The Company believes it is one of the largest manufacturers of heavy
municipal iron castings in the United States. The Company's broad range of heavy
municipal iron castings includes manhole covers and frames, storm sewer frames
and grates, heavy duty airport castings, specialized trench drain castings,
specialty flood control castings and ornamental tree grates. These municipal
castings are sold throughout the United States to state and local government
entities, utility companies, precast concrete manhole structure producers and
contractors for both new construction and infrastructure replacement. The
Company believes it is also a leading manufacturer of a wide range of complex
industrial castings, including castings for the transportation industry, a broad
range of castings for the farm equipment industry, and specific components for
compressors used in heating, ventilation and air conditioning (HVAC) systems.

       The Company has two reportable segments, Castings and Forgings. The
Castings segment manufactures and sells iron castings for the municipal and
industrial markets, while the Forgings segment manufactures and sells forged
components for the industrial market. The segments were determined based upon
the production process utilized and the type of product manufactured.







                                       2
<PAGE>

CASTINGS SEGMENT

Overview

     The Castings segment is a leading producer of iron and other metal castings
for use in heavy municipal and industrial applications. This segment sells
directly to original equipment manufacturers (OEMs), as well as to industrial
end users.

 Products, Customers and Markets

     The Castings segment provides a variety of products to both the heavy
municipal and industrial markets. Sales to the heavy municipal market are
comprised of storm and sanitary sewer castings, manhole covers and frames, and
storm sewer frames and grates. Sales also include heavy airport castings,
specialized trench drain castings, specialty flood control castings and
ornamental tree grates. Customers for these products include state and local
government entities, utility companies, precast concrete structure producers,
and contractors.

    Sales to the industrial market are comprised of differential carriers and
casings, transmission, gear and axle housings, calipers, yokes, planting and
harvesting equipment parts, and compressor components. Customers for these
products include medium and heavy-duty truck, farm equipment, and heating,
ventilating, and air-conditioning manufacturers.

     Heavy Municipal. The Company's broad heavy municipal product line consists
of two general categories of castings, "standard" and "specialty" castings.
Standard castings principally consist of storm and sanitary sewer castings that
are consistent with pre-existing dimension and strength specifications
established by local authorities. Standard castings are generally high volume
items that are routinely used in new construction and infrastructure
replacement. Specialty castings are generally lower volume, higher margin
products which include heavy-duty airport castings, trench drain castings, flood
control castings, special manhole and inlet castings and ornamental tree grates.
These specialty items are frequently selected and/or specified from the
Company's municipal product catalog and its tree grate catalog, which together
encompass over 4,400 standard and specialty patterns. For many of these
specialty products, the Company believes it is the only manufacturer with
existing patterns to produce such a particular casting, although a competing
manufacturer could elect to make the investment in patterns or equipment
necessary to produce a similar casting. The Company holds a number of patents
and trademarks related to its heavy municipal product line.

     The Company's municipal castings are sold to state and local government
entities, utility companies, pre-cast concrete manhole structure producers and
contractors for both new construction and infrastructure replacement. The
Company's active municipal customers generally make purchase decisions based on
a number of criteria, including acceptability of the product per local
specification, quality, service, price and the customer's relationship with the
foundry. Relative to customers in the industrial market, municipal market
customers are less technically demanding and rely more on published product
specifications to ensure product performance.

     Over its 70 years of heavy municipal market participation, the Company has
emphasized sales and marketing and believes it has built a strong reputation for
customer service. The Company believes that it is one of the leaders in U.S.
heavy municipal casting production and that it has strong name recognition. The
Company has the largest sales and marketing effort of any foundry serving the
heavy municipal market. The dedicated sales force works out of regional sales
offices to market the Company's municipal castings to contractors and state and
local governmental entities throughout the United States. The Company operates a
number of regional distribution and sales centers throughout the Unites States.
The Company believes this regional approach enhances its knowledge of local
specifications and its position in the heavy municipal market.



                                       3
<PAGE>

     Industrial. The Company's industrial castings have increased in complexity
since the early 1990's and are generally produced in higher volumes than
municipal castings. Complexity in the industrial market is determined by the
intricacy of a casting's shape, the thinness of its walls and the amount of
processing by a customer required before a part is suitable for use. OEMs and
their first tier suppliers have been demanding higher complexity parts
principally to reduce labor costs in their own production processes by using
fewer parts to manufacture the same finished product or assembly and by using
parts which require less preparation before entering the production process.

     The Company's industrial castings are primarily sold to a limited number of
customers with whom the Company has established a close working relationship.
These customers make purchasing decisions based on, among other things,
technical ability, price, service, quality assurance systems, facility
capabilities and reputation. However, as in the municipal market, the Company's
assistance in product engineering plays an important role in winning bids for
industrial castings. The average industrial casting typically takes between 12
and 18 months to go from the design phase to full production and has an average
product life cycle of approximately 8 to 10 years. The patterns for industrial
castings, unlike the patterns for municipal castings, are owned by the Company's
customers rather than the Company. However, such industrial patterns are not
readily transferable to other foundries without, in most cases, significant
additional investment. Although foundries, including the Company, do not design
industrial castings, a close working relationship between a foundry and the
customer during a product launch is critical to reduce potential production
problems and minimize the customer's risk of incurring lost sales or damage to
its reputation due to a delayed launch. Involvement by a foundry early in the
design process generally improves the likelihood that the customer will design a
casting within the manufacturing capabilities of such foundry and also improves
the likelihood that such foundry will be awarded the casting for full
production.

     The Company estimates that it has historically retained approximately 90%
of the castings it has been awarded throughout the product life cycle, which is
typical for the industry. The Company believes industrial customers will
continue to seek out foundries with a strong reputation for performance who are
capable of providing a cost-effective combination of manufacturing technology
and quality. The Company's strategy is to further its relationships with
existing customers by participating in the design and production of more complex
industrial castings, while seeking out selected new customers who would value
the Company's performance reputation, technical ability and high level of
quality and service.

      The Company employs a dedicated industrial casting sales force at all of
its subsidiary locations. The sales force supports ongoing customer
relationships and organizes the scheduling and delivery of shipments, as well as
working with customers' engineers and procurement representatives, Company
engineers, manufacturing management and quality assurance representatives
throughout all stages of the production process to ensure that the final product
consistently meets or exceeds customer specifications. This team approach,
consisting of sales, marketing, manufacturing, engineering and quality assurance
efforts is an integral part of the Company's marketing strategy.

Manufacturing Process

      The Company's foundries manufacture gray and ductile iron and cast it into
intricate shapes according to customer metallurgical and dimensional
specifications. The Company continually invests in the improvement of process
controls and product performance and believes that these investments and its
significant experience in the industry have made it one of the most efficient
manufacturers of industrial and heavy municipal casting products.










                                       4
<PAGE>

     The casting process involves using metal, wood or urethane patterns to make
an impression of a casting product in a mold made primarily of sand. Cores, also
made primarily of sand, are used to make the internal cavities and openings in a
casting product. Once the casting impression is made in the mold, the cores are
set into the mold and the mold is closed. Molten metal is then poured into the
mold, which fills the mold cavity and takes on the shape of the desired casting
product. Once the iron has solidified and cooled, the mold is shaken from the
casting and the sand is recycled. The selection of the appropriate casting
method, pattern, core-making equipment and sand, and other raw materials depends
on the final product, including its complexity, specifications, and function as
well as intended production volumes. Because the casting process involves many
critical variables, such as choice of raw materials, design and production of
tooling, iron chemistry and metallurgy, and core and molding sand properties, it
is important to monitor the process parameters closely to ensure dimensional
precision and metallurgical consistency. The Company continually seeks to find
ways to expand the capabilities of existing technology to improve its
manufacturing processes.

    The Company also achieves productivity gains by improving upon the
individual steps of the casting process such as reducing the amount of time
required to make a pattern change to produce a different casting product. The
reduced time permits it to profitably produce castings in medium volume
quantities on high volume, cost-effective equipment. Additionally, extensive
effort in real time process controls permits the Company to produce a
consistent, dimensionally accurate casting product, which requires less time and
effort in the final processing stages of production. This accuracy contributes
significantly to the Company's manufacturing efficiency.

     Continual testing and monitoring of the manufacturing process is important
to maintain product quality. The Company has adopted sophisticated quality
assurance techniques and policies for its manufacturing operations. During and
after the casting process, the Company performs numerous tests, including
tensile, proof-load, radiography, ultrasonic, magnetic particle and chemical
analysis. The Company utilizes statistical process controls to measure and
control significant process variables and casting dimensions. The results of
this testing are documented in metallurgical certifications, which are provided
with each shipment to most industrial customers. The Company strives to maintain
systems that provide for continual improvement of operations and personnel,
emphasize defect prevention and reduce variation and waste in all areas.

Raw Materials

     The primary raw materials used by the Company to manufacture ductile and
gray iron castings are steel scrap, pig iron, metallurgical coke and silica
sand. While there are multiple suppliers for each of these commodities, the
Company has single-source arrangements with its suppliers for each of these
major raw materials, with the exception of pig iron. Due to long standing
relationships with each of its suppliers, the Company believes that it will
continue to be able to secure raw materials at competitive prices. The primary
energy sources for the Company's operations, electricity and natural gas, are
purchased through utilities.












                                       5
<PAGE>

     Although the prices of all raw materials used by the Company vary, the
fluctuations in the price of steel scrap are the most significant to the
Company. The Company has arrangements with most of its industrial customers
which allow the Company to adjust industrial casting prices to reflect scrap
price fluctuations. In periods of rapidly rising or falling scrap prices, these
adjustments will lag the current scrap price because they are generally based on
average market prices for prior periods, which periods vary by customer but are
generally no longer than six months. Castings are generally sold to the heavy
municipal market on a bid basis and, after a bid is won, the price for the
municipal casting generally cannot be adjusted for raw material price increases.
However, in most cases the Company believes it has been successful in obtaining
higher municipal casting unit prices in subsequent bids to compensate for rises
in scrap prices in prior periods. Rapidly fluctuating scrap prices may have an
adverse or positive effect on the Company's financial condition and results of
operations.

Seasonality

     The Company has historically experienced moderate cyclicality in the heavy
municipal market. Sales of municipal products are influenced by, among other
things, public spending. There is generally not a backlog of business in the
municipal market due to the nature of the market. In the industrial market, the
Company has experienced cyclicality in sales resulting from fluctuations in the
medium and heavy-duty truck market and the farm equipment market, which are
subject to general economic trends. The Company's current backlog of industrial
market business is smaller than there would be in a stronger, more typical
market.

     The Company experiences seasonality in its municipal business where sales
tend to be higher during the construction season, which occurs during the warmer
months, generally the third and fourth quarters of the Company's fiscal year.
The Company maintains level production throughout the year in anticipation of
such seasonality and does not experience production volume fluctuations as a
result. The Company builds inventory in anticipation of the construction season
with such inventories reaching a peak near the end of its second quarter in
March. This inventory build has a negative impact on working capital and
increases liquidity needs during the second quarter. The Company has not
historically experienced seasonality in industrial casting sales.

Competition

     The markets for the Company's products are highly competitive. Competition
is based not only on price, but also on quality of product, range of capability,
level of service and reliability of delivery. The Company competes with numerous
independent and captive foundries, as well as with a number of foreign iron
foundries, including certain foundries located in India. The Company also
competes with several large domestic manufacturers whose products are made with
materials other than ductile and gray iron, such as steel or aluminum. The
industry consolidation that has occurred over the past 20 years has resulted in
a significant reduction in the number of smaller foundries and a rise in the
share of production by larger foundries, some of which have significantly
greater financial resources than the Company. Competition from India has had a
strong presence in the heavy municipal market and continues to be a factor,
primarily in the western and eastern United States, due in part to costs
associated with transportation.














                                       6
<PAGE>

 FORGINGS SEGMENT

Overview

     The forgings segment, operated by Mercer, is a leading producer of
complex-shaped forged components for use in transportation, railroad, mining and
heavy industrial applications. Mercer is also a leading producer of microalloy
forgings. Mercer sells directly to OEMs, as well as to industrial end users.
Mercer's subsidiary, A&M Specialties, Inc. (A&M), machines forgings and castings
for Mercer and other industrial applications.

     Until the mid-1980's, Mercer produced military tank parts, but successfully
converted from a defense contractor to a commercial manufacturer and today is
one of the leading suppliers to the heavy duty truck sector. Mercer produces
approximately 500 individually forged components and has developed specialized
expertise in forgings of microalloy steel.

Products, Customers and Markets

     Mercer manufactures its products to customer specification with typical
production runs of 1,000 or more units. Mercer currently operates mechanical
press lines, from 1,300 tons to 4,000 tons. Key markets for Mercer include truck
and automotive parts, railroad equipment and general industrial machinery.

     Mercer's in-house sales organization sells direct to end users and OEMs. A
key element of Mercer's sales strategy is its ability to develop strong customer
relationships through responsive engineering capability, dependable quality and
just-in-time performance.

     Demand for forged products for civilian application closely follows the
general business cycles of the various market segments and the demand level for
capital goods. While there is a more consistent base level of demand for the
replacement parts portion of the business, the strongest expansions in the
forging industry coincide with the periods of industrial segment economic
growth. Mercer's largest industry segment, the heavy truck segment is extremely
weak due to overbuilds and energy costs. Mercer's other market segments are also
showing weakness following general economic slowdowns in those industrial areas.
Management attributes this to normal industrial cycles in these markets and
adjustments to overbuilds in inventory levels as well as high energy costs.

Manufacturing Process

     Forgings and castings (together with a third process, fabrication) are the
principal commercial metal working processes. In forging, metal is pressed,
pounded or squeezed under great pressure, with or without the use of heat, into
parts that retain the metal's original grain flow, imparting high strength,
ductility and resistance properties.

      Forging itself usually entails one of four principal processes: impression
die; open die; cold; and seamless rolled ring forging. Impression die forging,
commonly referred to as "closed die" forging, is the principal process employed
by Mercer, and involves bringing two or more dies containing "impressions" of
the part shape together under extreme pressure, causing the forging stock to
undergo plastic reformation. Because the metal flow is restricted by die
containers, this process can yield more complex shapes and closer tolerances
than the "open die" forging process. Impression die forging is used to produce
products such as military and off-highway track and drive train parts;
automotive and truck drive train and suspension parts; railroad engine, coupling
and suspension parts; military ordinance parts and other items where close
tolerances are required.







                                       7
<PAGE>

     Once a rough forging is produced, regardless of the forging process, it
must generally still be machined. This process, known as "finishing" or
"conversion", smoothes the component's exterior and mating surfaces and adds any
required specification, such as groves, threads, bolt holes and brand name
markings. The finishing process can contribute significantly to the value of the
end product, in particular in certain custom situations where high value
specialized machining is required. Machining can be performed either in-house by
the forger, by a machine shop which performs this process exclusively or by the
end-user.

     An internal staff of engineers designs products to meet customer
specifications incorporating computer assisted design (CAD) work stations for
tooling design. Because its forged products are inherently less expensive and
stronger, Mercer has been successful in replacing certain cast parts previously
supplied by third party foundries. Management believes that Mercer is an
industry leader in forging techniques using microalloy steel which produces
parts which are lighter and stronger than those forged from conventional carbon
steel.

Raw Materials

     The principal raw materials used in Mercer's products are carbon and
microalloy steel. Mercer purchases substantially all of its carbon steel from
four principal sources. While Mercer has never suffered an interruption of
materials supply, management believes that, in the event of any disruption from
any individual source, adequate alternative sources of supply are available
within the immediate vicinity.

Seasonality

      Mercer has experienced moderate cyclicality in sales resulting from
fluctuations in the medium and heavy-duty truck market and the heavy industrial
market, which are subject to general economic trends. Mercer's current backlog
of industrial market business is smaller than there would be in a stronger, more
typical market.

 Competition

     Mercer competes primarily in a highly fragmented industry which includes
several dozen other press forgers and hammer forge shops. Hammer shops cannot
typically match press forgers' for high volume, single component manufacturing,
or close tolerance production. Competition in the forging industry has also
historically been determined both by product and geography, with a large number
of relatively small forgers across the country carving out their own product and
customer niches. In addition, most end users manufacture some forgings
themselves, often maintaining a critical minimum level of production in-house
and contracting out the balance. The primary basis of competition in the forging
industry is price, but engineering, quality and dependability are also
important, particularly with respect to building and maintaining customer
relationships. Some of Mercer's competitors have significantly greater resources
than Mercer. There can be no assurance that Mercer will be able to maintain or
improve its competitive position in the markets in which it competes.

EMPLOYEES

     As of September 30, 2002 the Company had approximately 2,970 full time
employees, of whom 2,420 were hourly employees and 550 were salaried employees.
Nearly all of the hourly employees at Neenah, Dalton, ACP and Mercer are members
of either the United Steelworkers of America or the Glass, Molders, Pottery,
Plastics and Allied Workers International Union. A collective bargaining
agreement is negotiated every three to five years. The current agreements expire
as follows: Neenah, December 2006; Dalton- Warsaw, April 2003;
Dalton-Kendallville, June 2004; ACP-Meadville, October 2004; ACP-Belcher, June
2004; and Mercer, June 2004. All employees at Deeter and Gregg are non-union.
The Company believes that it has a good relationship with its employees.






                                       8
<PAGE>

ENVIRONMENTAL MATTERS

     The facilities of the Company are subject to federal, state and local laws
and regulations relating to the protection of the environment and worker health
and safety, including those relating to discharges to air, water and land, the
handling and disposal of solid and hazardous waste and the cleanup of properties
affected by hazardous substances. Such laws include the Federal Clean Air Act,
the Clean Water Act, the Resource Conservation and Recovery Act, the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980
("CERCLA"), and the Occupational Health and Safety Act. The Company believes
that each of its operations are currently in substantial compliance with
applicable environmental laws, and that it has no liabilities arising under such
environmental laws which would have a material adverse effect on the Company's
operations, financial condition or competitive position. However, some risk of
environmental liability and other cost is inherent in each of the Company's
businesses. Any of the Company's businesses might in the future incur
significant costs to meet current or more stringent compliance, cleanup or other
obligations pursuant to environmental requirements. Such costs may include
expenditures related to remediation of historical releases of hazardous
substances or clean-up of physical structures prior to decommissioning.

     Under the Federal Clean Air Act Amendments of 1990, the Environmental
Protection Agency ("EPA") is directed to establish maximum achievable control
technology ("MACT") standards for certain industrial operations that are major
sources of hazardous air pollutants ("HAPs"). The iron foundry industry is not
expected to be required to implement the MACT emission limits, control
technologies or work practices until the year 2004 at the earliest. Although the
Company cannot accurately estimate the costs to comply with the MACT standard
until it is issued, the MACT standard, when implemented, and state laws
governing the emission of toxic air pollutants may require that certain of the
Company's facilities incur significant costs for air emission control equipment,
air emission monitoring equipment or process modifications.

Compliance Impacts

      Dalton's Warsaw facility was issued an NPDES permit in 2000 that limits
the level of chlorine and the temperature of its non-contact cooling water
permitted to be discharged to a waterway by the year 2003. Although the chlorine
is already in the water when purchased from the city, Dalton is responsible for
the elimination. Dalton has several alternatives to meet the chlorine discharge
permit requirements by 2003, and is currently implementing a system to lower the
chlorine levels of its cooling water. The cost of implementing this system will
not be material. Dalton believes the system will be tested and operational
before the 2003 deadline.

      ACP's Belcher facility has received two notices of violation from the
Massachusetts Department of Environmental Protection, and one notice from OSHA
related to environmental matters. Corrective plans have been devised and will be
implemented in 2003 to correct these violations. The cost of implementing these
corrective plans will not be material.


















                                       9
<PAGE>

Item 2.     PROPERTIES

     The Company maintains the following manufacturing, machining, and office
facilities. All of the facilities are owned, with the exception of Mercer's
machining facility, which is leased.

<TABLE>
<CAPTION>
             ENTITY                                  LOCATION                           PURPOSE
             ------                                  --------                           -------
<S>                                <C>                                   <C>
Neenah Foundry Company             Neenah, WI                              2 manufacturing facilities
                                                                           Office facility

Dalton Corporation                 Warsaw, IN                              Manufacturing and office facilities
                                   Kendallville, IN                        Manufacturing facility
                                   Stryker, OH                             Machining facility

Advanced Cast Products, Inc.       Meadville, PA                           Manufacturing and office facility
                                   South Easton, MA                        Manufacturing facility

Mercer Forge Corporation           Mercer, PA                              Manufacturing and office facility
                                   Sharon, PA                              Machining facility

Deeter Foundry, Inc.               Lincoln, NE                             Manufacturing and office facility

Gregg Industries, Inc.             El Monte, CA                            Manufacturing and office facility
</TABLE>

     In addition to the facilities above, Neenah operates thirteen distribution
and sales centers. Seven of those properties are owned and six are leased.

     The principal equipment at the facilities consists of molding machines,
presses, machining equipment, welding, grinding and painting equipment. The
Company regards its plant and equipment as well maintained and adequate for its
needs.

Item 3.     LEGAL PROCEEDINGS

     The Company is involved in routine litigation incidental to its business.
Such litigation is not, in the opinion of management, likely to have a material
adverse effect on the financial condition or results of operations of the
Company.

Item 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no matters submitted to a vote of security holders during the
year ended September 30, 2002.



                                       10
<PAGE>


                                     PART II

Item 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

      There is no public market for the common stock of the Company. There was
one holder of record of the Company's common stock as of September 30, 2002.

Item 6.   SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

      The following table sets forth the selected historical consolidated
financial and other data of the Company for the years ended September 30, 1998,
1999, 2000, 2001, and 2002 which have been derived from the Company's historical
consolidated financial statements. The information contained in the following
table should also be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations," and the Company's
historical consolidated financial statements and related notes included
elsewhere in this report.


<TABLE>
<CAPTION>

                                                               Fiscal Year Ended
                                                                  September 30,
                                   -------------------------------------------------------------------------
                                1998(1)(5)(6)      1999(2)(5)(6)    2000(3)(5)(6)     2001(5)(6)        2002 (6)
                               -----------------------------------------------------------------------------------
STATEMENT OF
INCOME DATA:                                                   (Dollars in thousands)
<S>                            <C>                <C>              <C>               <C>               <C>
Net sales                         $ 303,090         $ 491,151          $ 504,311        $ 416,907       $ 405,218

Cost of sales                       224,548           395,336            406,652          352,737         341,013
                               -----------------------------------------------------------------------------------

Gross profit                         78,542            95,815             97,659           64,170          64,205

Selling, general, and
  Administrative
  Expenses                           21,435            31,491             33,619           28,017          29,297
Amortization expense                  7,727            11,082             10,503           10,613           3,829
Provision for impairment of
  assets                                  -                 -                  -                -           5,453
Other expenses (income) (4)              38             7,518                 85            (434)             544
                               -----------------------------------------------------------------------------------

Operating income                     49,342            45,724             53,452           25,974          25,082

Interest expense, net                27,208            39,238             43,433           43,542          43,132
                               -----------------------------------------------------------------------------------

Income (loss) from continuing
  operations before taxes            22,134             6,486             10,019         (17,568)        (18,050)


Provision (credit) for
income Taxes                         10,650             4,182              6,175          (4,149)         (8,389)
                               -----------------------------------------------------------------------------------
Income (loss) from
  continuing operations              11,484             2,304              3,844         (13,419)         (9,661)

Income (loss) from
  discontinued operations               397           (4,196)            (8,987)          (4,035)        (38,042)

Gain on sale of
  discontinued operations                 -                 -                  -            2,404               -

Extraordinary item (7)                (392)                 -                  -                -               -
                               -----------------------------------------------------------------------------------
Net income (loss)                  $ 11,489          $(1,892)          $ (5,143)       $ (15,050)      $ (47,703)
                               ===================================================================================
</TABLE>




                                       11

<PAGE>


<TABLE>
<CAPTION>
                                              Fiscal Year Ended
                                                September  30,
                        --------------------------------------------------------------
                   1998(1)(5)(6)   1999(2)(5)(6)   2000(3)(5)(6)   2001(5)(6)      2002 (6)
                   -------------   -------------   -------------   ----------      --------
                                          (Dollars in thousands)
<S>                <C>             <C>             <C>             <C>           <C>
BALANCE SHEET
  DATA (AT END
  OF PERIOD):
Cash and cash         $  19,978      $  17,368      $  19,478      $   4,346      $  26,354
  Equivalents
Working capital          78,186         83,962         86,080         72,140         78,135
Total assets            584,309        641,702        666,218        626,443        582,473
Total debt              371,871        428,007        449,607        434,077        451,432
Total stockholder's      67,922         63,750         58,518         41,939        (12,146)
  equity (deficit)
--------------------------------------------------------------------------------------------
</TABLE>

(1)  The amounts include the results of Deeter subsequent to March 30, 1998, the
     results of Mercer subsequent to April 3, 1998 and the results of Dalton
     subsequent to September 8, 1998.
(2)  The amounts include the results of Cast Alloys subsequent to December 31,
     1998.
(3)  The amounts include the results of Gregg subsequent to November 30, 1999.
(4)  In 1999, other expenses includes a $6,713 charge related to the closure of
     Dalton's Ashland facility.
(5)  On October 2, 2000, the Company sold all of the issued and outstanding
     shares of common stock of Hartley Controls Corporation (Hartley). The
     results of the operations of Hartley have been reported separately as
     discontinued operations for all periods presented.
(6)  During the year ended September 30, 2002, the Company discontinued the
     operations of Cast Alloys. The results of Cast Alloys have been reported
     separately as discontinued operations for all periods presented.
(7)  Extraordinary item includes the write-off of unamortized deferred financing
     costs due to the early extinguishment of debt, net of tax of $260













                                       12
<PAGE>


Item 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

     Certain matters discussed in this Management's Discussion and Analysis of
Financial Condition and Results of Operations and other sections of this annual
report are "forward-looking statements" intended to qualify for the safe harbors
from liability established by the Private Securities Litigation Reform Act of
1995. These forward-looking statements can generally be identified as such
because the context of the statement will include words such as the Company
"believes," "anticipates," "expects" or words of similar import. Similarly,
statements that describe the Company's future plans, objectives or goals are
also forward-looking statements. Such forward-looking statements are subject to
certain risks and uncertainties which are described in close proximity to such
statements and which may cause actual results to differ materially from those
currently anticipated. The forward-looking statements made herein are made only
as of the date of this report and the Company undertakes no obligation to
publicly update such forward-looking statements to reflect subsequent events or
circumstances.


COMPARISON OF FISCAL YEAR ENDED SEPTEMBER 30, 2002 TO FISCAL YEAR ENDED
SEPTEMBER 30, 2001

     Net Sales. Net sales for the year ended September 30, 2002 were $405.2
million, which was $11.7 million or 2.8% lower than the year ended September 30,
2001. The decrease in net sales resulted from weakness in the demand for
industrial castings used for the HVAC market and an overall slowing of demand
for castings in the Company's other major markets.

     Gross Profit. Gross profit was $64.2 million in each of the years ended
September 30, 2002 and 2001. Gross profit as a percentage of net sales increased
to 15.8% during the year ended September 30, 2002 from 15.4% for the fiscal year
ended September 30, 2001. Gross profit percentage was positively impacted during
the year ended September 30, 2002 by modest reductions in raw material costs and
improved efficiency in the manufacturing process.

     Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the year ended September 30, 2002 were $29.3
million, an increase of $1.3 million from the $28.0 million for the year ended
September 30, 2001. As a percentage of net sales, selling, general and
administrative expenses increased to 7.2% for the year ended September 30, 2002
from 6.7% for the fiscal year ended September 30, 2001. The increase was due to
increased professional fees paid in conjunction with debt refinancing and other
corporate projects in 2002 and a favorable escrow refund received in 2001 which
did not occur in 2002.

     Amortization of intangible assets. Amortization of intangible assets for
the year ended September 30, 2002 was $3.8 million, a decrease of $6.8 million
from the $10.6 million for the year ended September 30, 2001. The decrease was
due to the adoption of Statement of Financial Accounting Standards No. 142 (SFAS
142) as of October 1, 2001. Under SFAS 142, goodwill is no longer amortized but
instead is tested for impairment. Except for the discontinued operations of Cast
Alloys, there was no deemed impairment of intangible assets.

     Provision for impairment of assets. A provision for the impairment of
long-lived assets of $5.5 million was recorded during the year ended September
30, 2002 after the Company identified indicators of impairment at one of its
foundries which is held for use. In accordance with SFAS No. 144, since the net
book value of the foundries' long-lived assets exceeded the sum of the
undiscounted cash flows expected to be realized from the respective assets, the
Company recognized an impairment charge of $5.4 million to adjust the carrying
value of the foundries' long-lived assets to fair value. The Company also
recognized an impairment charge of $0.1 million related to a building held for
sale.

     Other expenses. Other expenses for the years ended September 30, 2002 and
2001 consist of losses of $0.5 million and gains of $0.4 million, respectively,
for the disposal of long-lived assets in the ordinary course of business.




                                       13
<PAGE>

     Operating Income. Operating income was $25.1 million for the year ended
September 30, 2002, a decrease of $0.9 million or 3.4% from the year ended
September 30, 2001. The decrease was caused by a $1.3 million increase in
selling, general and administrative expenses and the $5.5 million provision for
impairment of assets noted above, partially offset by $6.8 million of lower
amortization expense. As a percentage of net sales, operating income was 6.2%
for each of the years ended September 30, 2002 and 2001.

     Net Interest Expense. Net interest expense decreased to $43.1 million for
the year ended September 30, 2002 from $43.5 million for the year ended
September 30, 2001. The decreased interest expense resulted from the Company's
principal debt repayments and lower interest rates on the Company's Senior Bank
Facility, partially offset by the interest on the higher level of borrowings
outstanding on the Company's Revolving Credit Facility during the year ended
September 30, 2002 as compared to the year ended September 30, 2001.

     Provision for Income Taxes. The credit for income taxes for the year ended
September 30, 2002 is higher than the amount computed by applying the Company's
statutory rate of approximately 40% to the loss before income taxes due to
permanent differences related to the discontinuance of Cast Alloys.

     Discontinued Operations. On October 2, 2000, the Company sold the common
stock of Hartley. The disposition of Hartley resulted in a gain of $2.4 million,
net of income taxes of $1.6 million, which was recorded during the year ended
September 30, 2001.

     Customer actions and the significant deterioration of the U.S. economy
during the quarter ended December 31, 2001, had a dramatic effect on the
operations of Cast Alloys. This resulted in a significant reduction in sales,
operating profits and cash flows of Cast Alloys for the three months ended
December 31, 2001. Based on these factors, a goodwill impairment charge of $10.7
million was recognized during the three months ended December 31, 2001, related
to the decline in fair value of Cast Alloys.

     These events also had a significant impact on the value of Cast Alloys'
fixed assets and long-lived assets with finite lives. Due to the existing
impairment indicators, management assessed the recoverability of these fixed
assets and long-lived assets. As the expected undiscounted cash flows were less
than the carrying value of the related assets, an impairment charge of $20.4
million was recognized for the difference between the fair value and carrying
value of such assets during the year ended September 30, 2002.

     In January 2002, management initiated a plan for the discontinuation of the
operations of Cast Alloys by closing its manufacturing facilities. Severance
costs of approximately $2.2 million associated with this plan were recognized
during the three months ending March 31, 2002. All employees of Cast Alloys were
terminated by April 2002. In accordance with the provisions of SFAS No. 144,
"Accounting for the Impairment of Long-Lived Assets", the results of operations
of Cast Alloys have been reported as discontinued operations in the consolidated
statements of operations for all periods presented.

COMPARISON OF FISCAL YEAR ENDED SEPTEMBER 30, 2001 TO FISCAL YEAR ENDED
SEPTEMBER 30, 2000

     Net Sales. Net sales for the year ended September 30, 2001 were $416.9
million, which was $87.4 million or 17.3% lower than the year ended September
30, 2000. The decrease in net sales resulted from significant weakness in the
demand for industrial castings used for the heavy duty truck and HVAC markets
and an overall slowing of demand for castings in the Company's other major
markets.

     Gross Profit. Gross profit for the year ended September 30, 2001 was $64.2
million, a decrease of $33.5 million or 34.3%, as compared to the year ended
September 30, 2000. Gross profit as a percentage of net sales decreased to 15.4%
during the year ended September 30, 2001 from 19.4% for the fiscal year ended
September 30, 2000. The decrease in gross profit resulted from lower sales
volumes noted above and an inability, at the lower production and sales levels,
to sufficiently absorb the overhead costs



                                       14
<PAGE>

necessary to effectively run the foundry operations. Gross profit percentage was
also negatively impacted during the year ended September 30, 2001 by intense
market pressure to reduce product pricing.

     Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the year ended September 30, 2001 were $28.0
million, a decrease of $5.6 million from the $33.6 million for the year ended
September 30, 2000. The decrease was due to decreased corporate expense and the
implementation of other cost cutting measures, including salary reductions and
consolidation of facilities, in response to the decreased sales level. As a
percentage of net sales, selling, general and administrative expenses were 6.7%
for each of the years ended September 30, 2002 and 2001.

     Amortization of intangible assets. Amortization of intangible assets for
the year ended September 30, 2001 was $10.6 million, an increase of $0.1 million
from the $10.5 million for the year ended September 30, 2000.

     Other expenses. Other expenses for the years ended September 30, 2001 and
2000 consist of gains of $0.4 million and losses of $0.1 million, respectively,
for the disposal of long-lived assets in the ordinary course of business.

     Operating Income. Operating income was $26.0 million for the year ended
September 30, 2001, a decrease of $27.5 million or 51.4% from the year ended
September 30, 2000. As a percentage of net sales, operating income was 6.2% for
the year ended September 30, 2001, as compared to 10.6% for the year ended
September 30, 2000. These decreases were caused by the reasons discussed above
under gross profit, partially offset by decreased selling, general and
administrative expenses

     Net Interest Expense. Net interest expense increased from $43.4 million for
the year ended September 30, 2000 to $43.5 million for the year ended September
30, 2001. The increase in net interest expense resulted from interest on capital
leases entered into during the second half of fiscal 2000 and interest on the
increased borrowings outstanding on the Company's Revolving Credit Facility,
partially offset by lower interest rates on the Company's Senior Bank
Facilities.

     Provision for Income Taxes. The credit for income taxes for the year ended
September 30, 2001 is lower than the amount computed by applying the statutory
rate of approximately 40% to loss before income taxes principally due to the
amortization of goodwill, which is not deductible for income tax purposes.

     Discontinued Operations. On October 2, 2000, the Company sold the common
stock of Hartley. The disposition of Hartley resulted in a gain of $2.4 million,
net of income taxes of $1.6 million, which was recorded during the year ended
September 30, 2001. The results of operations of Hartley have been reported
separately as discontinued operations in the consolidated statements of
operations for all periods presented.







                                       15
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

     The Company has outstanding $284.8 million principal of 11 1/8% Senior
Subordinated Notes due 2007 (the "Senior Subordinated Notes"). In addition, the
Company has entered into a credit agreement (the "Senior Bank Facility" or
"Credit Agreement"), as amended, providing for term loans in two tranches, with
Tranche A maturing in September 2003 and Tranche B maturing in September 2005,
an Acquisition Loan Facility maturing in June 2004 and a Revolving Credit
Facility of up to $28.5 million maturing in September 2003. At September 30,
2002, there is $28.5 million outstanding on the Revolving Credit Facility, $10.8
million outstanding on the Acquisition Loan Facility and $117.3 million
outstanding under the term loans. The Company also has outstanding a $9.9
million PIK Note maturing in December, 2005.

     The Company's liquidity needs will arise primarily from debt service on the
above indebtedness, working capital needs and the funding of capital
expenditures. Borrowings under the Senior Bank Facility bear interest at
variable interest rates. Both the Senior Bank Facility and the indentures
governing the Senior Subordinated Notes limit the Company's ability to incur
additional indebtedness. The covenants contained in the Senior Bank Facility
also, among other things, restrict the ability of the Company and its
subsidiaries to dispose of assets, incur guarantee obligations, prepay the
Senior Subordinated Notes or amend its indentures, pay dividends, create liens
on assets, enter into sale and leaseback transactions, make investments, loans
or advances, make acquisitions, engage in mergers or consolidations, change the
business conducted by the Company, engage in certain transactions with
affiliates, and otherwise restrict corporate activities. These covenants also
require the Company to maintain leverage, net worth and interest coverage
ratios. Effective December 31, 2001, the Credit Agreement was amended to provide
relief from the above financial ratio covenants through December 31, 2003, to
reduce the amount of the Revolving Credit Facility from $50.0 million to $28.5
million and define minimum EBITDA and liquidity covenants. At September 30,
2002, the Company is in compliance with existing bank covenants.

     In conjunction with the amendment of the Credit Agreement, in April 2002,
the Company received cash of $9.9 million from its parent company in exchange
for the issuance of a PIK note with principal plus 14% annual interest payable
at the maturity date of December 31, 2005.

     For the years ended September 30, 2002, 2001 and 2000, capital expenditures
were $9.1 million, $16.9 million, and $19.3 million, respectively. During the
year ended September 30, 2000, the Company incurred additional capital
expenditures of $13.3 million, which the Company financed by entering into
capital leases. The Company did not enter into any capital leases during the
years ended September 30, 2002 and 2001. The decrease in capital expenditures
during the year ended September 30, 2002 was the result of tighter spending
controls placed on capital expenditures.

     The Company's principal source of cash to fund its liquidity needs will be
net cash from operating activities and borrowings under its Senior Bank
Facilities. Net cash provided by operating activities for the years ended
September 30, 2002 and 2001 was $16.4 million and $9.3 million, respectively.
The increase in net cash provided by operating activities for the year ended
September 30, 2002 was due to an acceleration of account receivable collections
and the implementation of inventory reduction programs at some of the subsidiary
companies. Net cash from operating activities for the year ended September 30,
2001 was $9.3 million, a decrease of $20.2 million from $29.5 million for the
year ended September 30, 2000, primarily as a result of decreased operating
income, which was caused by lower sales volume and an inability to absorb
overhead costs at the reduced sales level, and a slowdown in accounts receivable
collections.





                                       16
<PAGE>


     The Company believes that cash generated from operations and existing
revolving lines of credit under the Senior Bank Facilities will be sufficient to
meet its normal operating requirements for fiscal 2003, including working
capital needs and interest payments on the Company's outstanding indebtedness.
In fiscal 2003, the Company anticipates receiving an income tax refund of
approximately $18.4 million from the carryback of net operating losses which
will assist the Company in generating sufficient cash to meet its operating
requirements.

     Amounts under the Revolving Credit Facility may be used for working capital
and general corporate purposes, subject to certain limitations under the Senior
Bank Facilities. Although the maximum amount available under the Revolving
Credit Facility has been reduced to the current borrowing level, the Company
believes that it has adequate resources, together with the potential future use
of debt or equity financing, to allow the Company to pursue its strategic goals
of growth and returning to acceptable levels of profitability. The Company's
ability to utilize future debt or equity financing is subject to risks such as
the demand for such instruments and the risk of interest rate fluctuations.


CRITICAL ACCOUNTING POLICIES

     Our accounting policies are more fully described in Note 1 of notes to
consolidated financial statements included herein. As disclosed in Note 1 of
notes to consolidated financial statements, the preparation of financial
statements in conformity with accounting principles generally accepted in the
United States requires us to make estimates and assumptions about future events
that affect the amounts reported in the financial statements and accompanying
notes. Future events and their effects cannot be determined with absolute
certainty. Therefore, the determination of estimates requires the exercise of
judgment. Actual results inevitably will differ from those estimates, and such
differences may be material to the financial statements.

     The most significant accounting estimates inherent in the preparation of
our financial statements include estimates associated with the evaluation of the
recoverability of certain assets including goodwill, other intangible assets and
fixed assets as well as those estimates used in the determination of reserves
related to the allowance for doubtful accounts, obsolescence, workers
compensation and pensions and other post-retirement benefits. Various
assumptions and other factors underlie the determination of these significant
estimates. In addition to assumptions regarding general economic conditions, the
process of determining significant estimates is fact specific and takes into
account factors such as historical experience, product mix, and in some cases,
actuarial techniques. We constantly reevaluate these significant factors and
make adjustments where facts and circumstances dictate. Historically, actual
results have not significantly deviated from those determined using the
estimates described above.

The Company believes the following critical accounting policies affect its more
significant judgments and estimates used in the preparation of its consolidated
financial statements:

-    Impairment of long-lived assets. The Company determined that the carrying
     value of the long-lived assets of one of its foundries is no longer
     recoverable based on the undiscounted cash flows expected to be realized
     from the respective assets. As a result, the Company recognized an
     impairment charge of $5.4 million during the year ended September 30, 2002.
     The long-lived assets have a post-impairment carrying value of $7.3
     million. Changes in estimates of future cash flows used to test the assets
     for recoverability could have a significant effect on the amount ultimately
     realized from these long-lived assets.





                                       17
<PAGE>


-    Defined-Benefit Pension Plans. The Company accounts for its defined benefit
     pension plans in accordance with SFAS No. 87, "Employers' Accounting for
     Pensions" which requires that amounts recognized in financial statements be
     determined on an actuarial basis. The most significant element in
     determining the Company's pension expense in accordance with SFAS 87 is the
     expected return on plan assets. The Company has assumed that the expected
     long-term rate of return on plan assets will be 6.75% to 9.00%, depending
     on the plan. Over the long term, the Company's pension plan assets have
     earned in excess of these rates; therefore, the Company believes that its
     assumption of future returns is reasonable. However, the plan assets have
     earned a rate of return substantially less than these rates in the last two
     years. Should this trend continue, future pension expense would likely
     increase. At the end of each year, the Company determines the discount rate
     to be used to discount plan liabilities. In developing this rate, the
     Company uses the Moody's Average AA Corporate Bonds index. At September 30,
     2002, the Company determined the discount rate to be 6.75%. Changes in
     discount rates over the past few years have not materially affected 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. This has had a significant negative effect on the reported net
     worth of the Company.

-    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 6.75%. In 2002, our
     assumed healthcare cost trend rate was 7.5% decreasing gradually to 4.5% in
     2011 and then remaining at that level thereafter. Changes in these rates
     could materially affect future operating results and net worth of the
     Company.

Item 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company is exposed to market risk related to changes in interest rates.
The Company does not use derivative financial instruments for speculative,
hedging or trading purposes.

     Interest Rate Sensitivity. The Company's earnings are affected by changes
in short-term interest rates as a result of its borrowings under the Senior Bank
Facilities. If market interest rates for such borrowings averaged 1% more during
the fiscal year ended September 30, 2003 than they did during fiscal 2002, the
Company's interest expense would increase, and income before income taxes would
decrease by approximately $1.6 million. This analysis does not consider the
effects of the reduced level of overall economic activity that may exist in such
an environment. Further, in the event of a change of such magnitude, management
could take actions to further mitigate its exposure to such change. However, due
to the uncertainty of the specific actions that would be taken and their
possible effects, the sensitivity analysis assumes no changes in the Company's
financial structure.


Item 8.       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The financial statements and schedules are listed in Part IV Item 14 of
this Form 10-K.


Item 9.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
              FINANCIAL DISCLOSURE.

     None.



                                       18
<PAGE>


Part III

Item 10.       DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The following sets forth certain information as of September 30, 2002, with
respect to the persons who are members of the Board of Directors and executive
officers.

<TABLE>
<CAPTION>
      Name                Age             Position
      ----                ---             --------
<S>                       <C>    <C>
William M. Barrett         55    President and Chief Executive Officer, Director
Gary W. LaChey             56    Corporate Vice President - Finance
Charles M. Kurtti          65    Executive Vice President
Phillip C. Zehner          60    Vice President, Secretary and Treasurer
Brenton F. Halsey          73    Director
David F. Thomas            52    Director
John D. Weber              38    Director
</TABLE>

     Mr. Barrett is President and Chief Executive Officer of the Company, a
position he has held since May 15, 2000. Mr. Barrett joined the Company in 1992
serving as General Sales Manager - Industrial Castings until May 1, 1997. Mr.
Barrett was Vice President and General Manager from May 1, 1997 to September 30,
1998 and President from October 1, 1998 to April 30, 2000. From 1985 to 1992,
Mr. Barrett was the Vice President - Sales for Harvard Industries Cast Products
Group. Mr. Barrett has also been a director of the Company since May, 2000.

     Mr. LaChey is Corporate Vice President - Finance of the Company, a position
he has held since June 1, 2000. Mr. LaChey joined the Company in 1971, serving
in a variety of positions of increasing responsibility in the finance
department. Mr. LaChey was most recently Vice President - Finance, Treasurer and
Secretary of the Company.

     Mr. Kurtti was Executive Vice President of the Company, a position he had
held since July 2000. Mr. Kurtti joined the Company in 1976 as a salesman. Mr.
Kurtti has served as Director of Marketing, Director of Purchasing -
Engineering, Director - Manufacturing and Engineering and Vice President -
Manufacturing and Engineering. Mr. Kurtti retired from the Company in May, 2002.

     Mr. Zehner is Vice President, Secretary and Treasurer for the Company, a
position he has held since June 1, 2000. Mr. Zehner joined the Company in 1974,
serving in a variety of positions of increasing responsibility in the finance
department.

     Mr. Halsey is a director of the Company, a position he has held since May
1, 1997. Mr. Halsey was the founding Chief Executive Officer and Chairman of the
James River Corporation from 1969 to 1990. He continued as Chairman until 1992
when he became Chairman Emeritus. Mr. Halsey has expressed his intention to
retire during 2003 and a replacement director will be appointed at the time of
his retirement.

     Mr. Thomas is a director of the Company, a position he has held since May
1, 1997. Mr. Thomas has been a Managing Director of Citicorp Venture Capital,
Ltd. since 1991. Mr. Thomas is a director of Lifestyles Furnishings
International Ltd., Galey & Lord, Inc., Anvil Knitwear, Inc. and a number of
private companies.

     Mr. Weber is a director of the Company, a position he has held since May 1,
1997. Since 1994, Mr. Weber has been employed at Citicorp Venture Capital, Ltd.,
first as Vice President and currently as Managing Director. Previously, Mr.
Weber worked at Putnam Investments from 1992 through 1994. Mr. Weber is a
director of Anvil Knitwear, Inc. and a number of private companies.




                                       19
<PAGE>

ITEM 11.        Executive Compensation

     The compensation of executive officers of the Company is determined by the
Board of Directors of the Company. The following table sets forth information
concerning compensation received by the officers of the Company for services
rendered in the fiscal years ended September 30, 2002, 2001 and 2000. Directors
of the Company do not receive compensation for their services as directors. They
are reimbursed for their out-of-pocket expenses in connection with their travel
to and attendance at meetings of the board of directors.



<TABLE>
<CAPTION>

                                                                               Long-Term Compensation
                                                                               ----------------------
                                                             Other                                               All
                                     Annual Compensation     Annual      Restricted   Securities                Other
   Name and Principal        Fiscal  -------------------    Compen-      Stock        Underlying      LTIP      Compen-
       Position               Year    Salary     Bonus      sation(1)    Awards       Options/SARs   Payouts    sation
       --------               ----    ------     -----      ---------    ------       ------------   -------    -------
<S>                         <C>      <C>        <C>         <C>          <C>          <C>            <C>        <C>
William M. Barrett            2002    306,254        --      35,684          --             --          --         --
   President and Chief        2001    275,000        --      33,048
   Executive Officer          2000    275,000    99,418      31,866

Gary W. LaChey                2002    219,374        --      35,110          --             --          --         --
   Corporate Vice             2001    208,334        --      33,680
   President - Finance        2000    200,000    58,568      31,452

Charles M. Kurtti             2002    182,000    37,774      35,271          --             --          --         --
   Executive Vice             2001    176,174    48,319      34,321
   President                  2000    167,500    87,549      32,743

Phillip C. Zehner             2002    129,000    19,124      32,701          --             --          --         --
   Vice President,            2001    125,800    26,312      30,902
   Secretary and              2000    109,200    37,459      29,021
   Treasurer

Joseph L. DeRita              2002    224,000        --      18,015          --             --          --         --
   President-                 2001    224,000        --      19,182
   Dalton Corporation         2000    218,000    92,887      18,915
</TABLE>


(1) The named officers have participated in the Company's voluntary profit
    sharing contributions or matching 401(k) contributions, and excess benefit
    programs. The aggregate payments made by the Company pursuant to such
    employee benefit programs are listed as Other Annual Compensation.






                                       20
<PAGE>


MANAGEMENT INCENTIVE PLAN

     The Company provides performance-based compensation awards to executive
officers and key employees for achievement during each year as part of a bonus
plan. Such compensation awards may be a function of individual performance and
consolidated corporate results. The qualitative and quantitative criteria will
be determined from time to time by the Board of Directors of the Company.

MANAGEMENT EQUITY PARTICIPATION

    Certain Management Investors have acquired units representing membership
interests in ACP Products, L.L.C., which represent, in the aggregate,
approximately a ten percent beneficial interest in the Company (the "Purchased
Interests"). Neenah is owned by NFC Castings, Inc., which is a wholly owned
subsidiary of ACP Holdings which in turn is wholly owned by ACP Products, L.L.C.
In addition, in connection with certain of the acquisitions, certain senior
managers of certain of the subsidiaries purchased common interests in ACP
Products, L.L.C. The Management Investors and certain other employees of the
Company may be given the opportunity to purchase additional Purchased Interests
either in connection with future acquisitions or otherwise.

     Upon the termination of employment with the Company, an employee's
Purchased Interests will be subject to certain repurchase provisions exercisable
by ACP Products, L.L.C. or its designees. Any Purchased Interests issued in the
future are expected to be subject to rights and restrictions similar to those of
the Purchased Interests purchased in connection with the Merger. The price of
the future Purchased Interests will be established by ACP Products, L.L.C. in
consultation with the Board of Directors of the Company or a compensation
committee thereof.


Item 12.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The Company's authorized capital stock consists of (a) 11,000 shares of
common stock of Neenah Foundry Company, par value $100 per share (the "Common
Stock"), 1,000 shares of which are issued and outstanding and owned by NFC
Castings, Inc. and are pledged to the lenders under the Senior Bank Facilities;
(b) 3,000 shares of preferred stock, par value $100 per share, none of which are
issued or outstanding.

     The Company's authorized preferred stock consists of 3,000 shares of
preferred stock, par value $100 per share. There are no issued or outstanding
shares of preferred stock.

     The outstanding common units of ACP Products, L.L.C. consist of 102,070
Class A-3 Common Units (the "Class A Common Units"), 929,391 Class B-3 Common
Units (the "Class B Common Units") and 713,637 Class C-3 Common Units (the
"Class C Common Units"), and together with the Class A "Common Units" and the
Class B Common Units, the "Common Units"). Holders of Class A Common Units are
entitled to one vote per Class A Common Unit on all matters to be voted upon by
the holders of Class A Common Units. Holders of Class C Common Units are
entitled to a number of votes per Class C Common Unit based on the total number
of Class C Common Units outstanding, on all matters to be voted upon by the
holders of Class C Common Units. Holders of Class B Common Units have no right
to vote on any matters to be voted on by holders of Common Units. Holders of
Class B Common Units may elect at any time to convert any or all of such Units
into Class A Common Units, on a Common Unit-for-Common-Unit basis.





                                       21
<PAGE>

         Set forth below is certain information regarding the beneficial
ownership as of September 30, 2002 of Class A Common Units and Class C Common
Units, respectively, by each person who beneficially owns 5.0% or more of the
outstanding Class A Common Units or Class C Common Units, each director and
named executive officer and all directors and named executive officers as a
group. Except as indicated below, the address for each of the persons listed
below is c/o Neenah Foundry Company, 2121 Brooks Avenue, Box 729, Neenah,
Wisconsin 54957.

<Table>
<Caption>
                                                                                  Percentage      Percentage
                                                   Number of       Number of       of Voting       of Voting        Total
                                                 Voting Class     Voting Class      Class A         Class C         Voting
NAME AND ADDRESS OF BENEFICIAL                     A Common         C Common        Common          Common        Percentage
OWNER                                                Units            Units          Units           Units            (1)
-------------------------------------------     -------------     ------------    -----------     -----------     -----------
<S>                                             <C>               <C>             <C>             <C>             <C>

Citicorp Venture Capital, Ltd.                       81,000(2)             --          79.35%             --           36.79%
399 Park Avenue
New York, New York 10043

Metropolitan Life Insurance Co.                       5,000(3)             --           4.90%             --            2.27%
One Madison Avenue
New York, New York 10010

William M. Barrett                                       --           170,000             --           23.82%          12.78%

Gary W. LaChey                                           --           130,000             --           18.22%           9.78%

Charles M. Kurtti                                        --           130,000             --           18.22%           9.78%

Phillip C. Zehner                                        --                --             --              --              --

Joseph L. DeRita                                         --            55,000             --            7.71%           4.14%

Brenton F. Halsey                                     7,070                --           6.93%             --            3.21%

David F. Thomas                                      84,167(4)             --          82.46%             --           38.23%

John D. Weber                                        81,169(5)             --          79.52%             --           36.87%

Directors and named executive officers as
a group                                              91,406           485,000          89.55%          67.97%          78.00%
</Table>

(1)      Each holder of Class C Common Units is entitled to approximately 0.17
         votes per Class C Common Unit.

(2)      Does not include 754,779 Class B Common Units, which are convertible at
         any time into the same number of Class A Common Units.

(3)      Does not include 78,712 Class B Common Units, which are convertible at
         any time into the same number of Class A Common Units.

(4)      Includes (a) Class A Common Units beneficially owned by Mr. Thomas and
         (b) 81,000 Class A Common Units beneficially owned by Citicorp Venture
         Capital, Ltd. and certain affiliated individuals and entities,
         (collectively, "CVC"). Does not include 754,779 Class B Common Units
         beneficially owned by CVC or 32,526 Class B Common Units beneficially
         owned by Mr. Thomas, which Class B Common Units are convertible at any
         time into the same number of Class A Common Units. Mr. Thomas is a
         managing director of CVC. Mr. Thomas disclaims beneficial ownership of
         the Class A Common Units and Class B Common Units beneficially owned by
         CVC, except to the extent of his pecuniary interest therein.

(5)      Includes (a) Class A Common Units beneficially owned by Mr. Weber and
         (b) 81,000 Class A Common Units beneficially owned by CVC. Does not
         include 754,779 Class B Common Units beneficially owned by CVC or 4,228
         Class B Common Units beneficially owned by Mr. Weber, which Class B
         Common Units are convertible at any time into the same number of Class
         A Common Units. Mr. Weber is a managing director of CVC. Mr. Weber
         disclaims beneficial ownership of the Class A Common Units and Class B
         Common Units beneficially owned by CVC, except to the extent of his
         pecuniary interest therein.



                                       22
<PAGE>


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

RELATIONSHIP WITH ACP HOLDINGS

     ACP Products, L.L.C. holds all of the issued and outstanding shares of
capital stock of ACP Holdings. ACP Holdings is the parent company of NFC
Castings, Inc., and thus ACP Holdings indirectly owns 100% of the Common Stock
of the Company. William M. Barrett, who serves as the President and Chief
Executive Officer of the Company, currently serves as President and Chief
Executive Officer of ACP Holdings.

SHAREHOLDER RELATIONSHIPS

     The Management Investors and certain institutional investors, including
Citicorp Venture Capital, Ltd., are parties to the Fifth Amended and Restated
Limited Liability Agreement of ACP Products, L.L.C. (the "L.L.C. Agreement").
The L.L.C. Agreement contains certain provisions with respect to the beneficial
equity interests and corporate governance of the Company. The L.L.C. Agreement
provides that the Investor Group and the Management Investors, as the only
members of ACP Products, L.L.C. holding beneficial interests in the Company,
have the right to direct all actions taken in respect of NFC Castings, Inc. and
the Company, including, without limitation, appointing members of the Board of
Directors of the Company and of NFC Castings, Inc..

CONTRIBUTION OF ACP CAPITAL STOCK

     On September 8, 1998, the capital stock of ACP was contributed to the
Company by ACP Holdings. In connection with the contribution, the Company
assumed $14.6 million of indebtedness of ACP, which was refinanced through
borrowings of Tranche A Loans. In connection with the contribution of the
capital stock of ACP to the Company, (i) NFC Castings, Inc. issued a $4.2
million senior subordinated note to CVC in exchange for a $4.2 million current
pay obligation of ACP to CVC and (ii) $6.7 million of outstanding subordinated
debt of ACP to ACP Holdings and NFC Castings, Inc. was contributed to the
capital of ACP.

REGISTRATION RIGHTS AGREEMENT

     The Company entered into a registration rights agreement (the "Registration
Rights Agreement") with the Investor Group and the Management Investors.
Pursuant to the terms of the Registration Rights Agreement, certain holders of
the Company's Common Stock have the right to require the Company, at the
Company's sole cost and expense and subject to certain limitations, to register
under the Securities Act of 1933, as amended, or list on any recognized stock
exchange all or part of the Common Stock beneficially owned by such holders (the
"Registrable Securities"). All such holders will be entitled to participate in
all registrations by the Company or other holders, subject to certain
limitations. In connection with all such registrations, the Company agreed to
indemnify all beneficial owners of Registrable Securities against certain
liabilities, including liabilities under the Securities Act of 1933, as amended,
and other applicable state or foreign securities laws. Registrations pursuant to
the Registration Rights Agreement will be made, if applicable, on the
appropriate registration form and may be underwritten registrations.





                                       23
<PAGE>


EMPLOYMENT AGREEMENTS

     The Company, ACP, ACP Holdings and ACP Products, L.L.C. entered into an
executive employment and consulting agreement with James K. Hildebrand dated as
of September 15, 1998. Such agreement provided for (i) an initial term of
employment until September 30, 2001 after which, barring termination by the
Company under certain circumstances (including gross negligence, willful
misconduct and commission of certain crimes), Mr. Hildebrand will serve as a
consultant to the Company for a period of two years with automatic renewal,
subject to earlier termination notice by either party, for successive one year
periods up to an additional three years; (ii) a minimum base salary of $500,000
and a bonus to be calculated based on achieved EBITDA performance so long as Mr.
Hildebrand is employed by the Company; (iii) severance benefits; (iv)
non-competition, non-solicitation and confidentiality agreements; (v) an option
to purchase certain common membership units of ACP Products L.L.C.; and (vi)
other terms and conditions of Mr. Hildebrand's employment including health
benefits. Mr. Hildebrand resigned his position in May, 2000. At that time, the
Company recorded severance benefits payable to Mr. Hildebrand under the terms of
the above agreement.

ITEM 14.  CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures. In accordance with Rule
13a-15(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), within 90
days prior to the filing date of this annual report on Form 10-K, an evaluation
was carried out under the supervision and with the participation of the
Company's management, including the Company's President and Chief Executive
Officer and Corporate Vice President - Finance, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures (as
defined in Rule 13a-14 (c) under the Exchange Act). Based upon their evaluation
of these disclosure controls and procedures, the President and Chief Executive
Officer and Corporate Vice President - Finance concluded that the disclosure
controls and procedures were effective as of the date of such evaluation to
ensure that material information relating to the Company, including its
consolidated subsidiaries, was made known to them by others within those
entities, particularly during the period in which this Annual Report on Form
10-K was being prepared. One of the consolidated subsidiaries had inadequate
controls and procedures at the time the Company acquired it. The Company has
made substantial progress to resolve these inadequacies and is continuing to
address them. This issue was considered in the evaluation of disclosure controls
and procedures for the Company but did not affect the conclusion referred to
above.

(b) Changes in internal controls. There were no significant changes in the
Company's internal controls or other factors that could significantly affect
these controls subsequent to the date of their evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.







                                       24
<PAGE>


Part IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

<TABLE>
<CAPTION>
                                                                                                    Page
                                                                                                    ----
<S>                                                                                              <C>
(a)  (1) Consolidated Financial Statements of Neenah Foundry Company

         Report of Ernst & Young LLP, Independent Auditors                                          34

         Consolidated Balance Sheets                                                                35

         Consolidated Statements of Operations                                                      37

         Consolidated Statements of Changes in Stockholder's Equity (Deficit)                       38

         Consolidated Statements of Cash Flows                                                      39

         Notes to Consolidated Financial Statements                                                 41

    (2)  Financial Statements Schedules

         Report of Ernst & Young LLP, Independent Auditors                                          70

         Schedule II - Valuation and Qualifying Accounts of Neenah Foundry Company                  71

</TABLE>

Schedules I, III, IV, and V are omitted since they are not applicable or not
required under the rules of Regulation S-X.

(b) Reports on Form 8-K.

         The Company did not file any reports on Form 8-K during the quarter
         ended September 30, 2002.

(c) Exhibits

         See Exhibit Index.





                                       25
<PAGE>



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Neenah,
State of Wisconsin, on December 20, 2002.


                                               NEENAH FOUNDRY COMPANY


                                               (Registrant)

                                                     /s/Gary W. LaChey
                                               ------------------------------
                                                        Gary W. LaChey
                                               Corp. Vice President - Finance

                                             (Principal Financial and Principal
                                                   Accounting  Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on December 20, 2002, by the following persons on behalf
of the registrant and in the capacities indicated.

   /s/William M. Barrett                            /s/ Brenton F. Halsey
----------------------------                    -----------------------------
    William M. Barrett                                 Brenton F. Halsey
      President and                                        Director
Chief Executive Officer, Director
 (Principal Executive Officer)

    /s/ David F. Thomas                              /s/ Gary W. LaChey
----------------------------                     ----------------------------
      David F. Thomas                                   Gary W. LaChey
         Director                               Corp. Vice President - Finance
                                              (Principal Financial and Principal
                                                     Accounting  Officer)


    /s/ John D. Weber
 -----------------------
      John D. Weber
        Director










                                       26
<PAGE>


CERTIFICATIONS

I, William M. Barrett, President and Chief Executive Officer of Neenah Foundry
Company, certify that:

1.       I have reviewed this annual report on Form 10-K of Neenah Foundry
         Company.
2.       Based on my knowledge, this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this annual report;
3.       Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this annual report;
4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

                  a)       designed such disclosure controls and procedures to
                           ensure that material information relating to the
                           registrant, including its consolidated subsidiaries,
                           is made known to us by others within those entities,
                           particularly during the period in which this annual
                           report is being prepared;
                  b)       evaluated the effectiveness of the registrant's
                           disclosure controls and procedures as of a date
                           within 90 days prior to the filing date of this
                           annual report (the "Evaluation Date"); and
                  c)       presented in this annual report our conclusions about
                           the effectiveness of the disclosure controls and
                           procedures based on our evaluation as of the
                           Evaluation Date;

5.        The registrant's other certifying officers and I have disclosed, based
          on our most recent evaluation, to the registrant's auditors and the
          audit committee of the registrant's board of directors (or persons
          performing the equivalent functions):

                  a)       all significant deficiencies in the design or
                           operation of internal controls which could adversely
                           affect the registrant's ability to record, process,
                           summarize and report financial data and have
                           identified for the registrant's auditors any material
                           weaknesses in internal controls; and
                  b)       any fraud, whether or not material, that involves
                           management or other employees who have a significant
                           role in the registrant's internal controls; and

6.        The registrant's other certifying officers and I have indicated in
          this annual report whether or not there were significant changes in
          internal controls or in other factors that could significantly affect
          internal controls subsequent to the date of our most recent
          evaluation, including any corrective actions with regard to
          significant deficiencies and material weaknesses.

Date:  December 20, 2002


                                            /s/William M. Barrett
                                        ------------------------------
                                              William M. Barrett
                                     President and Chief Executive Officer





                                       27
<PAGE>

CERTIFICATIONS

I, Gary W. LaChey, Corporate Vice President - Finance of Neenah Foundry Company,
certify that:

1.       I have reviewed this annual report on Form 10-K of Neenah Foundry
         Company.
2.       Based on my knowledge, this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this annual report;
3.       Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this annual report;
4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

                  a)       designed such disclosure controls and procedures to
                           ensure that material information relating to the
                           registrant, including its consolidated subsidiaries,
                           is made known to us by others within those entities,
                           particularly during the period in which this annual
                           report is being prepared;
                  b)       evaluated the effectiveness of the registrant's
                           disclosure controls and procedures as of a date
                           within 90 days prior to the filing date of this
                           annual report (the "Evaluation Date"); and
                  c)       presented in this annual report our conclusions about
                           the effectiveness of the disclosure controls and
                           procedures based on our evaluation as of the
                           Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of the registrant's board of directors (or persons
         performing the equivalent functions):

                  a)       all significant deficiencies in the design or
                           operation of internal controls which could adversely
                           affect the registrant's ability to record, process,
                           summarize and report financial data and have
                           identified for the registrant's auditors any material
                           weaknesses in internal controls; and
                  b)       any fraud, whether or not material, that involves
                           management or other employees who have a significant
                           role in the registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         annual report whether or not there were significant changes in internal
         controls or in other factors that could significantly affect internal
         controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.

Date:  December 20, 2002


                                            /s/Gary W. LaChey
                                        --------------------------
                                              Gary W. LaChey
                                      Corporate Vice President- Finance



                                       28
<PAGE>


                                  EXHIBIT INDEX
EXHIBITS
--------

2.1      Agreement and Plan of Reorganization, dated November 20, 1996, by and
         among NFC Castings, Inc., NC Merger Company and Neenah Corporation. **
2.2      First Amendment to Agreement and Plan of Reorganization, dated as of
         January 13, 1997, by and among NFC Castings, Inc., NC Merger Company
         and Neenah Corporation. **
2.3      Second Amendment to Agreement and Plan of Reorganization, dated as of
         February 21, 1997, by and among NFC Castings, Inc., NC Merger Company
         and Neenah Corporation. **
2.4      Third Amendment to Agreement and Plan of Reorganization, dated as of
         April 3, 1997, by and among NFC Castings, Inc., NC Merger Company and
         Neenah Corporation. **
2.5      Merger Agreement, made as of July 1,1997, by and between Neenah
         Corporation and Neenah Foundry Company. **
2.6      Stock Purchase Agreement for the acquisition of Deeter Foundry, Inc.
         dated as of March 26, 1998 by and among Neenah Foundry Company and the
         Selling Shareholders of Deeter Foundry, Inc. (incorporated by reference
         to the Company's Form 10-Q for the period ended March 31, 1998 filed on
         May 14, 1998.)
2.7      Stock Purchase Agreement for the acquisition of Mercer dated as of
         April 3, 1998 by and among Neenah Foundry Company, Mercer Forge
         Corporation and the Selling Shareholders of Mercer (incorporated by
         reference to the Company's Form 8-K filed on April 14, 1998.)
2.8      Stock Purchase Agreement for the acquisition of Dalton dated as of
         August 7, 1998 by and among Neenah Foundry Company, Dalton Corporation
         and the Dalton Corporation Employee Stock Ownership Plan and Trust
         (incorporated by reference to the Company's Form 8-K filed on September
         21, 1998.)
2.9      Stock Purchase Agreement dated as of December 3, 1998 among Niemin
         Porter & Co. d/b/a Cast Alloys, Inc., the Sellers as defined therein
         and Neenah Foundry Company. ****
2.10     First Amendment to the Stock Purchase Agreement dated December 30, 1998
         among Niemin Porter & Co. d/b/a Cast Alloys, Inc., the Sellers as
         defined therein and Neenah Foundry Company. ****
3.1      Restated Articles of Incorporation of Neenah Foundry Company. **
3.2      By-laws of Neenah Foundry Company. **
3.3      (Intentionally omitted.)
3.4      (Intentionally omitted.)
3.5      Restated Articles of Incorporation of Hartley Controls Corporation. **
3.6      By-laws of Hartley Controls Corporation. **
3.7      Restated Articles of Incorporation of Neenah Transport, Inc.**
3.8      By-laws of Neenah Transport, Inc. **
4.1      Indenture dated as of April 30, 1997 among NC Merger Company and United
         States Trust Company of New York. **
4.2      Purchase Agreement dated as of April 23, 1997 among NC Merger Company,
         Chase Securities Inc. and Morgan Stanley & Co. Incorporated. **
4.3      Exchange and Registration Rights Agreement dated as of April 30, 1997
         among Neenah Corporation, Neenah Foundry Company, Hartley Controls
         Corporation and Neenah Transport, Inc. and Chase Securities, Inc.**
4.4      First Supplemental Indenture, dated as of April 30, 1997 among Neenah
         Corporation, Neenah Foundry Company, Neenah Transport, Inc. and Hartley
         Controls Corporation and United States Trust Company of New York. **
4.5      Letter Agreement, dated as of April 30, 1997 among Neenah Corporation,
         Neenah Foundry Company, Hartley Controls Corporation and Neenah
         Transport, Inc. and Chase Securities Inc. and Morgan Stanley & Co.
         Incorporated. **
4.6      Form of Global Note relating to the Indenture dated as of April 23,
         1997. **



                                       29
<PAGE>


4.7      Indenture dated as of July 1, 1997 among Neenah Corporation, Neenah
         Foundry Company, Neenah Transport, Inc., Hartley Controls Corporation
         and United States Trust Company of New York. **
4.8      Purchase Agreement dated as of June 26, 1997 among Neenah Corporation,
         Neenah Foundry Company, Hartley Controls Corporation, Neenah Transport,
         Inc. and Chase Securities Inc. **
4.9      Exchange and Registration Rights Agreement dated as of July 1, 1997 by
         and between Neenah Corporation, Neenah Foundry Company, Hartley
         Controls Corporation, Neenah Transport, Inc. and Chase Securities, Inc.
         **
4.10     Form of Global Note related to the Indenture dated as of July 1, 1997.
         **
4.11     Indenture dated as of November 24, 1998 among Neenah Foundry Company,
         Neenah         Transport, Inc., Hartley Controls Corporation, the
         Guarantors and United States Trust         Company of New York. ****
10.1     Master Lease Agreement between Neenah Foundry Company and Bank One
         Leasing Corporation dated December 14, 1992. **
10.2     Agreement between Neenah Foundry Company and Rockwell International
         Corporation effective April 1, 1995. **
10.3     Letter Agreement between Neenah Foundry Company and Eaton Corporation
         dated April 4, 1996.**
10.4     (Intentionally omitted).
10.5     (Intentionally omitted).
10.6     (Intentionally omitted).
10.7     Credit Agreement dated as of April 30, 1997 as Amended and Restated as
         of September 12, 1997, as of April 3, 1998, and as of September 8, 1998
         by and among Neenah Foundry Company, NFC Castings, Inc., the Chase
         Manhattan Bank as Administrative Agent, Chase Securities, Inc. as
         Arranger and the other Lenders from time to time party thereto
         (incorporated by reference to the Company's Form 8-K filed on September
         21, 1998.)
10.8     Employment Agreement dated September 9, 1994 between the Neenah
         Corporation, Neenah Foundry Company, Harley Controls Corporation,
         Neenah Transport, Inc. and James P. Keating, Jr.**
10.9     Consulting Agreement dated September 9, 1994 between the Neenah Foundry
         Company and the Guarantors and James P. Keating, Jr. **
10.10    First Amendment to Employment Agreement, dated September 9, 1994,
         between Neenah Foundry Company, Neenah Corporation, Hartley Controls
         Corporation and James P. Keating, Jr. **
10.11    Pledge Agreement dated as of April 30, 1997, among NC Merger Company, a
         Wisconsin Corporation, NFC Castings, Inc., a Delaware Corporation. **
10.12    Subsidiary Guarantee Agreement dated as of April 30, 1997, among each
         of the subsidiaries listed of NC Merger Company, a Wisconsin
         corporation, and The Chase Manhattan Bank, a New York banking
         corporation, as collateral agent for the secured parties. **
10.13    Parent Guarantee Agreement dated as of April 30, 1997, between NFC
         Castings, Inc., a Delaware corporation and The Chase Manhattan Bank, a
         New York banking corporation, as collateral agent for the secured
         parties. **
10.14    Security Agreement dated as of April 30, 1997, among NC Merger Company,
         a Wisconsin corporation, each subsidiary of the borrower and The Chase
         Manhattan Bank, a New York banking corporation, as collateral agent for
         the secured parties. **
10.15    Form of Mortgage. **



                                       30

<PAGE>

10.16    Amendment No. 1, Consent and Waiver, dated as of November 18, 1998, to
         the Credit Agreement dated as of April 30, 1997 as Amended and Restated
         as of September 12, 1997, as of April 3, 1998, and as of September 8,
         1998 by and among Neenah Foundry Company, NFC Castings, Inc., the
         Lenders from time to time party thereto, and the Chase Manhattan Bank.
         ***
10.17    Cash Collateral Account Agreement dated as of November 24, 1998,
         between Neenah Foundry Company and the Chase Manhattan Bank. ***
10.18    Executive Employment and Consulting Agreement dated September 15, 1998
         by and among Neenah Foundry Co., Advanced Cast Products, Inc., ACP
         Holding Co., ACP Products, LLC and James K. Hildebrand.***
10.19    Dalton Corporation, KLDavidson Employment Agreement dated September 8,
         1998. ***
10.20    Purchase Agreement dated November 19, 1998 among Neenah Foundry
         Company. Neenah Transport, Inc., Hartley Controls Corporation, the
         Guarantors and the Initial Purchasers. ****
10.21    Exchange and Registration Rights Agreement dated November 24, 1998
         among Neenah Foundry Company, Neenah Transport, Inc., Hartley Controls
         Corporation, the Guarantors and the Initial Purchasers. ****
10.22    Stock Purchase Agreement dated October 2, 2000 by and between Neenah
         Foundry Company (as seller) and Simpson Technologies Corp. (as buyer)
         (incorporated by reference to the Company's Form 10-Q for the period
         ended December 31, 2000 filed on February 9, 2001).
10.23    Amendment No. 2 dated as of March 16, 2001, to the Credit Agreement
         dated as of April 30, 1997 as Amended and Restated as of September 12,
         1997, as of April 3, 1998, and as of September 8, 1998 by and among
         Neenah Foundry Company, NFC Castings, Inc., the Lenders from time to
         time party thereto, and the Chase Manhattan Bank (incorporated by
         reference to the Company's Form 10-Q for the period ended March 31,
         2001 filed on May 9, 2001).
10.24    Amendment No. 3 dated as of December 31, 2001, to the Credit Agreement
         dated as of April 30, 1997 as Amended and Restated as of September 12,
         1997, as of April 3, 1998, as of September 8, 1998, as of November 18,
         1998, and as of March 23, 2001 by and among Neenah Foundry Company, NFC
         Castings, Inc., the Lenders from time to time party thereto, and the
         Chase Manhattan Bank (incorporated by reference to the Company's Form
         10-Q for the period ended March 31, 2002 filed on May 13, 2002).
10.25    Secured PIK Note dated as of April 29, 2002 between Neenah Foundry
         Company and Citicorp Venture Capital, Ltd. (incorporated by reference
         to the Company's Form 10-Q for the period ended March 31, 2002 filed on
         May 13, 2002).
10.26    Secured PIK Note Purchase Agreement dated as of April 29, 2002, by and
         among Neenah Foundry Company, NFC Castings, Inc., and Citicorp Venture
         Capital, Ltd. (incorporated by reference to the Company's Form 10-Q for
         the period ended March 31, 2002 filed on May 13, 2002).
21.1     Subsidiaries of the Registrant. *


----

   * Filed herewith.

  ** Incorporated by reference to the Company's Form S-4 (Registration No.
     333-28751) which became effective August 29, 1997.

 *** Incorporated by reference to the Company's Form 10-K (Registration No.
     332-28751) which was filed December 23, 1998.

**** Incorporated by reference to the Company's Form S-4 (Registration No.
     333-72455) which became effective May 13, 1999.


                                       31
<PAGE>







CONSOLIDATED FINANCIAL STATEMENTS

Neenah Foundry Company
Years ended September 30, 2002, 2001 and 2000

















                                       32
<PAGE>

                             Neenah Foundry Company

                        Consolidated Financial Statements

                  Years ended September 30, 2002, 2001 and 2000




                                    CONTENTS

<TABLE>
<S>                                                                                                     <C>
Report of Independent Auditors...........................................................................1

Consolidated Financial Statements

Consolidated Balance Sheets..............................................................................2
Consolidated Statements of Operations....................................................................4
Consolidated Statements of Changes in Stockholder's Equity (Deficit).....................................5
Consolidated Statements of Cash Flows....................................................................6
Notes to Consolidated Financial Statements...............................................................8
</TABLE>





                                       33
<PAGE>


                         Report of Independent Auditors


Board of Directors
Neenah Foundry Company

We have audited the accompanying consolidated balance sheets of Neenah Foundry
Company (the Company) as of September 30, 2002 and 2001, and the related
consolidated statements of operations, changes in stockholder's equity (deficit)
and cash flows for each of the three years in the period ended September 30,
2002. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of the
Company at September 30, 2002 and 2001, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
September 30, 2002, in conformity with accounting principles generally accepted
in the United States.


                                                   /s/ Ernst & Young LLP

Milwaukee, Wisconsin
November 5, 2002


                                       34

<PAGE>


                             Neenah Foundry Company

                           Consolidated Balance Sheets
               (In Thousands, Except Share and per Share Amounts)


<TABLE>
<CAPTION>
                                                                                   SEPTEMBER 30
                                                                               2002             2001
                                                                         ----------------------------------
<S>                                                                      <C>                 <C>
ASSETS
Current assets:
   Cash and cash equivalents                                                 $  26,354       $    4,346
   Accounts receivable, less allowance for doubtful
     accounts of $1,062 in 2002 and $1,437 in 2001                              59,260           69,845
   Inventories                                                                  51,896           71,695
   Refundable income taxes                                                      14,850            2,148
   Deferred income taxes                                                        15,880            3,069
   Other current assets                                                          5,765            5,852
   Current assets of discontinued operations                                       665                -
                                                                         ----------------------------------
Total current assets                                                           174,670          156,955


Property, plant and equipment:
   Land                                                                          6,353            6,226
   Buildings and improvements                                                   29,123           31,346
   Machinery and equipment                                                     217,139          236,852
   Patterns                                                                     28,881           28,034
   Construction in progress                                                      5,811            6,240
                                                                         ----------------------------------
                                                                               287,307          308,698
   Less accumulated depreciation                                               110,017           94,865
                                                                         ----------------------------------
                                                                               177,290          213,833


Deferred financing costs, net of accumulated amortization of $8,340 in
   2002 and $6,327 in 2001                                                       6,656            7,811
Identifiable intangible assets, net of accumulated amortization of
   $18,116 in 2002 and $22,163 in 2001                                          37,173           55,932
Goodwill, net of accumulated amortization of $26,566 in 2002 and
   $22,619 in 2001                                                             180,214          186,005
Other assets                                                                     6,470            5,907
                                                                         ----------------------------------
                                                                               230,513          255,655
                                                                         ----------------------------------
                                                                             $ 582,473       $  626,443
                                                                         ==================================
</TABLE>



                                       35
<PAGE>


                             Neenah Foundry Company

                     Consolidated Balance Sheets (continued)
               (In Thousands, Except Share and per Share Amounts)


<TABLE>
<CAPTION>
                                                                                    SEPTEMBER 30
                                                                               2002            2001
                                                                          ---------------------------------
<S>                                                                       <C>                <C>
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
Current liabilities:
   Accounts payable                                                           $  23,140      $  30,568
   Accrued wages and employee benefits                                           12,855         13,250
   Accrued interest                                                              13,733         13,567
   Other accrued liabilities                                                      2,904          4,701
   Current portion of long-term debt                                             40,917         20,424
   Current portion of capital lease obligations                                   2,519          2,305
   Current liabilities of discontinued operations                                   467              -
                                                                          ---------------------------------
Total current liabilities                                                        96,535         84,815

Long-term debt                                                                  410,515        413,653
Capital lease obligations                                                         5,248          7,845
Deferred income taxes                                                            56,971         63,719
Postretirement benefit obligations                                                6,696          6,345
Other liabilities                                                                18,654          8,127
                                                                          ---------------------------------
Total liabilities                                                               594,619        584,504

Commitments and contingencies

Stockholder's equity (deficit):
   Preferred stock, par value $100 per share; 3,000 shares authorized;
     no shares issued or outstanding                                                  -              -
   Common stock, Class A (voting), par value $100 per share; 1,000
     shares authorized, issued and outstanding                                      100            100
   Common stock, Class B (nonvoting), par value $100 per share; 10,000
     shares authorized; no shares issued or outstanding                              -              -
   Capital in excess of par value                                                51,317         51,317
   Accumulated deficit                                                          (55,563)        (7,860)
   Accumulated other comprehensive loss                                          (8,000)        (1,618)
                                                                          ---------------------------------
Total stockholder's equity (deficit)                                            (12,146)        41,939
                                                                          ---------------------------------
                                                                              $  582,473     $ 626,443
                                                                          =================================
</TABLE>




                                       36
<PAGE>


                             Neenah Foundry Company

                      Consolidated Statements of Operations
                                 (In Thousands)




<TABLE>
<CAPTION>
                                                                YEAR ENDED SEPTEMBER 30
                                                     2002                 2001                 2000
                                             ---------------------------------------------------------------
<S>                                          <C>                        <C>                 <C>
Net sales                                          $ 405,218            $ 416,907           $  504,311
Cost of sales                                        341,013              352,737              406,652
                                             ---------------------------------------------------------------
Gross profit                                          64,205               64,170               97,659

Selling, general and administrative
  expenses                                            29,297               28,017               33,619
Amortization expense                                   3,829               10,613               10,503
Provision for impairment of assets                     5,453                    -                    -
(Gain) loss on disposal of
  equipment                                              544                 (434)                  85
                                             ---------------------------------------------------------------
Operating income                                      25,082               25,974               53,452

Other income (expense):
   Interest expense                                  (43,951)             (43,987)             (44,411)
   Interest income                                       819                  445                  978
                                             ---------------------------------------------------------------
Income (loss) from continuing operations
   before income taxes                               (18,050)             (17,568)              10,019
Provision (credit) for income taxes                   (8,389)              (4,149)               6,175
                                             ---------------------------------------------------------------
Income (loss) from continuing
  operations                                          (9,661)             (13,419)               3,844

Discontinued operations:
   Loss from discontinued operations net of
     income tax credit of $(20,475) in
     2002, $(2,318) in 2001 and $(4,575) in
     2000                                            (38,042)              (4,035)              (8,987)

   Gain on sale of discontinued operations,
     net of income taxes of $1,603 in 2001                 -                2,404                    -
                                             ---------------------------------------------------------------
Net loss                                           $ (47,703)           $ (15,050)          $   (5,143)
                                             ===============================================================
</TABLE>

See accompanying notes.


                                       37
<PAGE>


                             Neenah Foundry Company

      Consolidated Statements of Changes in Stockholder's Equity (Deficit)
                                 (In Thousands)


<TABLE>
<CAPTION>
                                                        Common Stock                         Retained      Accumulated
                                                     ------------------                      Earnings         Other
                                           Preferred                     Capital in Excess  (Accumulated   Comprehensive
                                             Stock   Class A    Class B    of Par Value        Deficit)         Loss      Total
                                           --------- --------- --------  ----------------- --------------- ------------- -------
<S>                                        <C>       <C>       <C>       <C>               <C>             <C>           <C>
Balance at September 30, 1999                  $ -    $100        $ -       $51,317         $ 12,333       $       -     $ 63,750
   Components of comprehensive loss:
     Net loss                                    -       -          -             -           (5,143)              -       (5,143)
     Pension liability adjustment,
       net of tax effect of $60                  -       -          -             -                -             (89)         (89)
                                                                                                                        ---------
   Total comprehensive loss                                                                                               (5,232)
                                           --------- --------- --------  --------------- --------------- ------------    ---------
Balance at September 30, 2000                    -     100          -        51,317            7,190             (89)      58,518
   Components of comprehensive income:
     Net loss                                    -       -          -             -          (15,050)              -      (15,050)
     Pension liability adjustment,
       net of tax effect of $1,018               -       -          -             -                -          (1,529)      (1,529)
                                                                                                                        ---------
   Total comprehensive loss                                                                                              (16,579)
                                           --------- --------- --------  --------------- --------------- ------------    ---------
Balance at September 30, 2001                    -     100          -        51,317           (7,860)         (1,618)      41,939
   Components of comprehensive
     income:
     Net loss                                    -       -          -             -          (47,703)              -      (47,703)
     Pension liability adjustment,
       net of tax effect of $4,255               -       -          -             -                -          (6,382)      (6,382)
                                                                                                                        ---------
   Total comprehensive loss                                                                                              (54,085)
                                           --------- --------- --------  --------------- --------------- ------------    ---------
Balance at September 30, 2002                  $ -    $100        $ -       $51,317         $(55,563)        $(8,000)    $(12,146)
                                           ========= ========= ========  =============== =============== ============    =========
</TABLE>

See accompanying notes.


                                       38

<PAGE>


                             Neenah Foundry Company

                      Consolidated Statements of Cash Flows
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                          YEAR ENDED SEPTEMBER 30
                                                                   2002             2001            2000
                                                               ------------------------------------------------
<S>                                                            <C>                   <C>             <C>
OPERATING ACTIVITIES
Net loss                                                          $(47,703)        $(15,050)       $  (5,143)
Adjustments to reconcile net loss to net cash provided
   by operating activities:
     Provision for obsolete inventories                                240              248            2,500
     Provision for impairment of assets                             36,533                -                -
     Depreciation                                                   25,532           29,636           28,112
     Amortization of identifiable intangible assets and
       goodwill                                                      3,947           11,638           11,641
     Amortization of deferred financing costs and premium
       on notes                                                      1,392            1,222            1,082
     Gain on sale of discontinued operations                             -           (4,007)               -
     (Gain) loss on disposal of property, plant and
       equipment                                                       559             (337)             104
     Deferred income taxes                                         (10,650)          (1,630)            (358)
     Changes in operating assets and liabilities:
       Accounts receivable                                          10,275            2,145            8,558
       Inventories                                                  19,559           (7,405)          (7,759)
       Other current assets                                          1,043               45             (378)
       Accounts payable                                             (7,118)            (474)          (3,842)
       Accrued liabilities                                          (2,983)          (3,911)          (3,924)
       Income taxes                                                (14,104)          (2,152)          (1,183)
       Postretirement benefit obligations                              351              379              477
       Other liabilities                                              (437)          (1,060)            (405)
                                                             --------------------------------------------------
Net cash provided by operating activities                           16,436            9,287           29,482

INVESTING ACTIVITIES
Acquisition of business, net of cash acquired                            -                -          (29,502)
Proceeds from disposition of business, net of fees                       -            5,190                -
Purchase of property, plant and equipment                           (9,055)         (16,882)         (19,268)
Proceeds from sale of property, plant and equipment                    323            2,859            2,381
Other                                                                 (431)           2,373             (936)
                                                             --------------------------------------------------
Net cash used in investing activities                               (9,163)          (6,460)         (47,325)
</TABLE>



                                       39
<PAGE>


                             Neenah Foundry Company

                Consolidated Statements of Cash Flows (continued)
                                 (In Thousands)

<TABLE>
<CAPTION>

                                                                        YEAR ENDED SEPTEMBER 30
                                                                  2002            2001              2000
                                                            -------------------------------------------------
<S>                                                         <C>                 <C>              <C>
FINANCING ACTIVITIES
Proceeds from long-term debt                                    $  33,400        $   5,000         $29,750
Payments on long-term debt and capital
   lease obligations                                              (17,807)         (22,053)         (9,797)
Debt issuance costs                                                  (858)            (906)              -
                                                            -------------------------------------------------
Net cash provided by (used in) financing activities                14,735          (17,959)         19,953
                                                            -------------------------------------------------
Increase (decrease) in cash and cash equivalents                   22,008          (15,132)          2,110
Cash and cash equivalents at beginning of period                    4,346           19,478          17,368
                                                            -------------------------------------------------
Cash and cash equivalents at end of period                      $  26,354        $   4,346         $19,478
                                                            =================================================

Supplemental disclosures of cash flow information:
   Interest paid                                                $  44,340        $  47,428         $47,475
   Income taxes paid (refunded)                                    (4,080)          (1,253)          3,141
</TABLE>


                                       40
<PAGE>


                             Neenah Foundry Company

                   Notes to Consolidated Financial Statements

                               September 30, 2002
                                 (In Thousands)



1. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

Neenah Foundry Company (Neenah), together with its subsidiaries (the Company),
manufactures gray and ductile iron castings and forged components for sale to
industrial and municipal customers. Industrial castings are custom-engineered
and are produced for customers in several industries, including the medium and
heavy-duty truck components, farm equipment, heating, ventilation and
air-conditioning industries. Municipal castings include manhole covers and
frames, storm sewer frames and grates, tree grates and specialty castings for a
variety of applications and are sold principally to state and local government
entities, utilities and contractors. The Company's sales generally are
unsecured.

Neenah has the following subsidiaries, all of which are wholly owned: Deeter
Foundry, Inc. (Deeter); Mercer Forge Corporation and subsidiaries (Mercer);
Dalton Corporation and subsidiaries (Dalton); Advanced Cast Products, Inc. and
subsidiaries (ACP); Gregg Industries, Inc. (Gregg); Neenah Transport, Inc.
(Transport) and Cast Alloys, Inc. (Cast Alloys), which is inactive. Deeter
manufactures gray iron castings for the municipal market and special application
construction castings. Mercer manufactures forged components for use in
transportation, railroad, mining and heavy industrial applications and
microalloy forgings for use by original equipment manufacturers and industrial
end users. Dalton manufactures gray iron castings for refrigeration systems, air
conditioners, heavy equipment, engines, gear boxes, stationary transmissions,
heavy-duty truck transmissions and other automotive parts. ACP manufactures
ductile and malleable iron castings for use in various industrial segments,
including heavy truck, construction equipment, railroad, mining and automotive.
Gregg manufactures gray and ductile iron castings for industrial and commercial
use. Transport is a common and contract carrier licensed to operate in the
continental United States. The majority of Transport's revenues are derived from
transport services provided to the Company

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Neenah and its
subsidiaries. All significant intercompany accounts and transactions have been
eliminated in consolidation.



                                       41

<PAGE>
                             Neenah Foundry Company

             Notes to Consolidated Financial Statements (continued)
                                 (In Thousands)


1. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents. The cost, which
approximates fair value, of cash equivalents, which consist entirely of
repurchase agreements, totaled $25,500 at September 30, 2002. There were no cash
equivalents at September 30, 2001.

INVENTORIES

Inventories are stated at the lower of cost or market. The cost of inventories
for Neenah and Dalton is determined on the last-in, first-out (LIFO) method for
substantially all inventories except supplies, for which cost is determined on
the first-in, first-out (FIFO) method. The cost of inventories for Deeter,
Mercer, ACP and Gregg is determined on the FIFO method. LIFO inventories
comprise 47% and 38% of total inventories at September 30, 2002 and 2001,
respectively. If the FIFO method of inventory valuation had been used by all
companies, inventories would have been approximately $1,458 and $1,041 higher
than reported at September 30, 2002 and 2001, respectively.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at cost. Depreciation for financial
reporting purposes is provided over the estimated useful lives of the respective
assets using the straight-line method.

DEFERRED FINANCING COSTS

Costs incurred to obtain long-term financing are amortized using the effective
interest method over the term of the related debt.

                                       42

<PAGE>
                             Neenah Foundry Company

             Notes to Consolidated Financial Statements (continued)
                                 (In Thousands)


1. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

IDENTIFIABLE INTANGIBLE ASSETS

Identifiable intangible assets are amortized on a straight-line basis over the
estimated useful lives of 10 to 40 years.

GOODWILL

Effective October 1, 2001, goodwill is no longer amortized but is subject to an
annual test for impairment. Prior to October 1, 2001, goodwill was amortized on
a straight-line basis over 15 to 40 years.

IMPAIRMENT OF LONG-LIVED ASSETS

Property, plant and equipment and identifiable intangible assets are reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. If the sum of the expected undiscounted
cash flows is less than the carrying value of the related asset or group of
assets, a loss is recognized for the difference between the fair value and
carrying value of the asset or group of assets. Such analyses necessarily
involve significant judgment.

REVENUE RECOGNITION

Revenues are recognized upon shipment of product, which generally corresponds
with the transfer of title.

SHIPPING AND HANDLING COSTS

Shipping and handling costs are included in cost of sales.

ADVERTISING COSTS

Advertising costs are expensed as incurred. Advertising costs for continuing
operations amounted to $587, $615 and $636 for the years ended September 30,
2002, 2001 and 2000, respectively.


                                       43

<PAGE>
                             Neenah Foundry Company

             Notes to Consolidated Financial Statements (continued)
                                 (In Thousands)


1. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INCOME TAXES

Deferred income taxes are provided for temporary differences between the
financial reporting and income tax basis of the Company's assets and liabilities
and are measured using currently enacted tax rates and laws.

FINANCIAL INSTRUMENTS

The Company has a number of financial instruments, none of which are held for
trading purposes. The following presents the carrying amounts and estimated fair
values of such instruments:

<TABLE>
<CAPTION>
                                                      SEPTEMBER 30, 2002           SEPTEMBER 30, 2001
                                                 ----------------------------- ----------------------------
                                                   Carrying         Fair         Carrying         Fair
                                                    Amount          Value         Amount         Value
                                                 -------------- -------------- -------------- -------------

<S>                                               <C>              <C>          <C>            <C>
Cash and cash equivalents                         $   26,354       $  26,354    $    4,346     $    4,346
Accounts receivable                                   59,260          59,260        69,845         69,845
Accounts payable                                      23,140          23,140        30,568         30,568
Long-term debt                                       451,432         285,052       434,077        308,586
Capital lease obligations                              7,767           7,767        10,150         10,150
</TABLE>

The fair value of the Senior Subordinated Notes with a face value of $282,000 is
based on quoted market prices.

2. DISCONTINUED OPERATIONS

In August 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets." The Company adopted SFAS No. 144 as of
October 1, 2001. The provisions of SFAS No. 144 were applied during the year
ended September 30, 2002, as discussed below.

Customer actions and the significant deterioration of the U.S. economy during
the quarter ended December 31, 2001, had a dramatic effect on the operations of
Cast Alloys. This resulted in a significant reduction in sales, operating
profits and cash flows of Cast Alloys for the three months ended December 31,
2001. Based on these factors, a goodwill impairment charge of $10,668 was
recognized during the three months ended December 31, 2001, related to the
decline in fair value of the Cast Alloys reporting unit, which is included in
the Castings segment.


                                       44
<PAGE>
                             Neenah Foundry Company

             Notes to Consolidated Financial Statements (continued)
                                 (In Thousands)


2. DISCONTINUED OPERATIONS (CONTINUED)

These events also had a significant impact on the value of Cast Alloys' fixed
assets and long-lived assets with finite lives. Due to the existing impairment
indicators, management assessed the recoverability of these fixed assets and
long-lived assets. As the expected undiscounted cash flows were less than the
carrying value of the related assets, an impairment charge of $20,412 was
recognized for the difference between the fair value and carrying value of such
assets during the year ended September 30, 2002.

In January 2002, management initiated a plan for the discontinuation of the
operations of Cast Alloys by closing its manufacturing facilities. Severance
costs of approximately $2,200 associated with this plan were recognized during
the three months ending March 31, 2002. All employees of Cast Alloys were
terminated by April 2002. In accordance with the provisions of SFAS No. 144, the
results of operations of Cast Alloys have been reported as discontinued
operations in the consolidated statements of operations for all periods
presented. Previously, Cast Alloys was included in the Castings segment.

Revenues for Cast Alloys for the years ended September 30, 2002, 2001 and 2000
were $8,641, $53,130 and $45,345, respectively. Interest expense allocated to
Cast Alloys of $1,954, $4,309 and $3,892 for the years ended September 30, 2002,
2001 and 2000, respectively, was based on the purchase price of Cast Alloys in
relation to the purchase price of all other acquisitions funded by additional
Company borrowings.

On October 2, 2000, the Company sold all of the issued and outstanding shares of
common stock of Hartley for cash of $5,190, net of fees of $129. The disposition
of Hartley resulted in a gain of $2,404, net of income taxes of $1,603. Proceeds
from the sale were used to reduce outstanding debt. Hartley designs and
manufactures customized sand control systems. In accordance with the provisions
of APB Opinion No. 30, "Reporting the Results of Operations - Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions," which has been amended by SFAS
No. 144, the results of operations of Hartley have been reported as discontinued
operations in the consolidated statements of operations. Revenues for Hartley
for the year ended September 30, 2000 were $5,514.


                                       45
<PAGE>

                             Neenah Foundry Company

             Notes to Consolidated Financial Statements (continued)
                                 (In Thousands)

3. ACQUISITION

On November 30, 1999, the Company purchased Gregg, a manufacturer of gray and
ductile iron castings, for $23,002 (including direct costs of $485 and net of
$403 of acquired cash). Additional purchase consideration of $6,500 was paid in
April 2000 based on Gregg's operating results for the calendar year ended
December 31, 1999. The acquisition of Gregg was financed through borrowings
under the Company's Acquisition Loan Facility.

The acquisition of Gregg has been accounted for using the purchase method of
accounting, and, accordingly, the purchase price has been allocated on the basis
of fair values to the underlying assets acquired and liabilities assumed. The
excess of the cost of acquisition over the fair value of the net tangible and
identifiable intangible assets acquired has been allocated to goodwill. The
operating results of Gregg are included in the consolidated statements of
operations since the date of acquisition.

4. INVENTORIES

Inventories consist of the following as of September 30:

<TABLE>
<CAPTION>
                                                           2002       2001
                                                        ---------- -----------
<S>                                                     <C>        <C>
  Raw materials                                           $  4,021   $   9,519
  Work in process and finished goods                        35,482      50,210
  Supplies                                                  12,393      11,966
                                                        ---------- -----------
                                                          $ 51,896   $  71,695
                                                        ========== ===========
</TABLE>

5. INTANGIBLE ASSETS

In June 2001, the FASB issued SFAS No. 141, "Business Combinations," and No.
142, "Goodwill and Other Intangible Assets." The Company adopted SFAS No. 142 as
of October 1, 2001. Under SFAS No. 142, goodwill and intangible assets deemed to
have indefinite lives are no longer amortized but are subject to annual
impairment tests in accordance with the Statements. Other intangible assets
continue to be amortized over their estimated useful lives.

Upon adoption of SFAS No. 141, the Company reclassified the identifiable
intangible assets related to the assembled workforce and facilities in place
with an unamortized balance of $4,660 and $3,469, respectively, net of related
deferred income taxes of $1,864 and $1,388, respectively, to goodwill.

                                       46
<PAGE>


                             Neenah Foundry Company

             Notes to Consolidated Financial Statements (continued)
                                 (In Thousands)

5. INTANGIBLE ASSETS (CONTINUED)

The Company performed the transitional impairment test of goodwill as of October
1, 2001, and concluded that no impairment existed at the time of adoption of
SFAS No. 142. As discussed in Note 2, subsequent to the adoption of SFAS No.
142, a goodwill impairment charge of $10,668 related to Cast Alloys, a
discontinued operation, was recognized. The Company performed the annual
impairment test of goodwill as of July 1, 2002, and concluded that no additional
goodwill impairment existed. The impairment tests were performed based on the
expected present value of future cash flows for each of the Company's reporting
units.

Identifiable intangible assets consist of the following as of September 30:

<TABLE>
<CAPTION>
                                                  SEPTEMBER 30, 2002             SEPTEMBER 30, 2001
                                           ----------------------------------------------------------------
                                               Gross                           Gross
                                              Carrying       Accumulated     Carrying       Accumulated
                                               Amount       Amortization      Amount       Amortization
                                           ----------------------------------------------------------------
<S>                                        <C>              <C>              <C>          <C>
 Amortizable intangible assets:
   Customer lists                              $31,441           $14,814       $35,041         $12,662
   Tradenames                                   22,553             2,649        27,053           2,392
   Assembled workforce                               -                 -        10,942           6,282
   Facilities in place                               -                 -         3,764             295
   Other                                         1,295               653         1,295             532
                                           ----------------------------------------------------------------
                                               $55,289           $18,116       $78,095         $22,163
                                           ================================================================
</TABLE>

The Company does not have any intangible assets deemed to have indefinite lives.
Amortization expense expected to be recognized during fiscal years subsequent to
September 30, 2002, is as follows:

<TABLE>
<S>                                                  <C>
                         2003                        $3,832
                         2004                         3,832
                         2005                         3,832
                         2006                         3,832
                         2007                         3,195
</TABLE>



                                       47
<PAGE>
                             Neenah Foundry Company

             Notes to Consolidated Financial Statements (continued)
                                 (In Thousands)






5. INTANGIBLE ASSETS (CONTINUED)

Changes in the carrying amount of goodwill during the year ended September 30,
2002, consist of the following:

<TABLE>
<CAPTION>
                                                  Castings       Forgings        Other
                                                  Segment         Segment       Segment         Total
                                               ------------------------------------------------------------

<S>                                               <C>            <C>            <C>             <C>
 Balance as of September 30, 2001                   $168,709       $17,296         $ -          $186,005
 Reclassification of assembled workforce and
   facilities in place net of deferred income
   tax liability of $3,064, $188, $0 and
   $3,252, respectively                                4,595           282           -             4,877
 Impairment charge related to
   discontinued operations - See
   Note 2                                            (10,668)            -           -           (10,668)
                                               ------------------------------------------------------------
 Balance as of September 30, 2002                   $162,636       $17,578         $ -          $180,214
                                               ============================================================
</TABLE>


As required by SFAS No. 142, the results of operations of the Company for
periods prior to its adoption have not been restated. The following table
reconciles reported net loss to pro forma net loss that would have resulted for
the years ending September 30, 2001 and 2000, if SFAS No. 142 had been adopted
effective October 1, 1999:

<TABLE>
<CAPTION>
                                                                              YEAR ENDED SEPTEMBER 30
                                                                              2001             2000
                                                                         ----------------------------------
<S>                                                                           <C>             <C>
 Reported net loss                                                            $(15,050)       $(5,143)
 Amortization of goodwill                                                        5,552          5,522
 Amortization of assembled workforce, net of tax                                 1,025            995
 Amortization of facilities in place, net of tax                                    45             45
                                                                         ==================================
  Pro forma net income (loss)                                                 $ (8,428)      $ 1,419
                                                                         ==================================
</TABLE>



                                       48


<PAGE>


                             Neenah Foundry Company

             Notes to Consolidated Financial Statements (continued)
                                 (In Thousands)




6. LONG-TERM DEBT

Long-term debt consists of the following as of September 30:

<TABLE>
<CAPTION>
                                                                                  2002            2001
                                                                             ---------------- -------------

<S>                                                                              <C>             <C>
11 1/8% Series B Senior Subordinated Notes                                       $150,000        $150,000
11 1/8% Series D Senior Subordinated Notes, including
 unamortized premium of $1,206 in 2002 and $1,469 in 2001                         46,206          46,469
11 1/8% Series F Senior Subordinated Notes, including
 unamortized premium of $1,642 in 2002 and $2,000 in 2001                          88,642          89,000
Term Loan Facilities                                                              117,292         123,542
Acquisition Loan Facility                                                          10,794          19,891
Revolving Credit Facility                                                          28,500           5,000
PIK Note                                                                            9,900               -
Other                                                                                  98             175
                                                                             ------------------------------
                                                                                  451,432         434,077
Less current portion                                                               40,917          20,424
                                                                             ------------------------------
                                                                                 $410,515        $413,653
                                                                             ==============================
</TABLE>


The Series B, Series D and Series F Senior Subordinated Notes (collectively, the
Notes) are unsecured and mature on May 1, 2007. Interest is payable semiannually
on May 1 and November 1. The Notes are fully, unconditionally, jointly and
severally guaranteed by all subsidiaries. The Notes are subordinated to all
existing and future senior indebtedness of the Company but rank equally in right
of payment with any future senior subordinated indebtedness of the Company. The
Notes contain covenants, which restrict the Company from incurring additional
indebtedness and prohibit dividend payments, stock redemptions and certain other
transactions.

The Company has a Credit Agreement, as amended, with a group of banks, which
provides Term Loan Facilities, an Acquisition Loan Facility and a Revolving
Credit Facility. Borrowings under the Credit Agreement are secured by
substantially all assets of the Company. Covenants in the Credit Agreement
restrict the payment of dividends, capital expenditures and certain other
transactions and require the Company to maintain leverage, net worth and
interest coverage ratios. Effective December 31, 2001, the Credit Agreement was
amended to provide relief from the above financial ratio covenants through
December 31, 2003, reduce the amount of the Revolving Credit Facility to $29,565
and establish minimum EBITDA and liquidity covenants. The Company is in
compliance with existing bank covenants at September 30, 2002.



                                       49

<PAGE>

                             Neenah Foundry Company

             Notes to Consolidated Financial Statements (continued)
                                 (In Thousands)


6. LONG-TERM DEBT (CONTINUED)

The Term Loan Facilities consist of two tranches of term loans. The Tranche A
term loans outstanding at September 30, 2002 and 2001, total $4,057 and $9,057,
respectively, and mature on September 30, 2003. The Tranche B term loans
outstanding at September 30, 2002 and 2001, total $113,235 and $114,485,
respectively, and mature on September 30, 2005. Installments of the Tranche A
term loans are due in aggregate principal amounts of $1,250 per quarter from
December 31, 2002 through June 30, 2003, and the remaining principal due
September 30, 2003. Installments on $47,583 of the Tranche B term loans are due
in aggregate principal amounts of $250 per quarter until September 30, 2003,
$6,250 per quarter from December 31, 2003 through June 30, 2005, and the
remaining principal due September 30, 2005. Installments on $65,652 of the
Tranche B term loans are due in aggregate principal amounts of $8,750 per
quarter commencing on December 31, 2003, with the remaining principal due
September 30, 2005. Interest on the Tranche A and Tranche B term loans is at
LIBOR (2.50% at September 30, 2002) plus 4.50% and 4.75%, respectively.

Borrowings under the Acquisition Loan Facility are due in quarterly principal
installments of $1,820 through March 31, 2004, with the remaining principal due
June 30, 2004, with interest at LIBOR plus 4.50%.

The Revolving Credit Facility matures on September 30, 2003. The Company is
entitled to draw amounts under the Revolving Credit Facility to a maximum of
$28,500 for general corporate purposes, including permitted acquisitions, as
defined, and to a maximum of $1,065 for letters of credit. As of September 30,
2002, the Company had outstanding letters of credit of $1,065, which secure
certain workers' compensation and other obligations.

The PIK Note is secured by substantially all assets of the Company. Principal
and interest at 14% are payable on December 31, 2005.

Scheduled maturities of long-term debt during fiscal years subsequent to
September 30, 2002, are as follows:

<TABLE>
<CAPTION>
<S>                                              <C>
2003                                             $  40,917
2004                                                63,532
2005                                                52,235
2006                                                 9,900
2007                                               282,000
                                             -----------------
                                                 $ 448,584
                                             =================
</TABLE>




                                       50



<PAGE>


                             Neenah Foundry Company

             Notes to Consolidated Financial Statements (continued)
                                 (In Thousands)


7. COMMITMENTS AND CONTINGENCIES

The Company leases certain plants, warehouse space, machinery and equipment,
office equipment and vehicles under operating leases. Rent expense for
continuing operations under these operating leases for the years ended September
30, 2002, 2001 and 2000 totaled $3,222, $2,793 and $2,860, respectively.

The Company did not enter into any capital leases during the years ended
September 30, 2002 or 2001. During the year ended September 30, 2000, the
Company financed purchases of property, plant and equipment totaling $13,348 by
entering into capital leases.

Property, plant and equipment under leases accounted for as capital leases as of
September 30 are as follows:

<TABLE>
<CAPTION>
                                                                             2002              2001
                                                                       ----------------- ------------------

<S>                                                                         <C>               <C>
  Machinery and equipment                                                   $13,893           $14,308
  Less accumulated depreciation                                               3,593             2,419
                                                                       ----------------- ------------------
                                                                            $10,300           $11,889
                                                                       ================= ==================
</TABLE>

Minimum rental payments due under operating and capital leases for fiscal years
subsequent to September 30, 2002, are as follows:

<TABLE>
<CAPTION>
                                                                           Operating          Capital
                                                                             Leases           Leases
                                                                       ------------------------------------

<S>                                                                          <C>               <C>
2003                                                                           $2,352            $3,358
2004                                                                            1,593             3,158
2005                                                                            1,047             2,332
2006                                                                              683               556
2007                                                                              280                 -
Thereafter                                                                         13                 -
                                                                       ------------------------------------
Total minimum lease payments                                                   $5,968             9,404
                                                                       ====================

Less amount representing interest                                                                 1,637
                                                                                          -----------------
Present value of minimum lease payments                                                           7,767
Less current portion                                                                              2,519
                                                                                          -----------------
Capital lease obligations                                                                        $5,248
                                                                                          =================
</TABLE>

                                       51


<PAGE>


                             Neenah Foundry Company

             Notes to Consolidated Financial Statements (continued)
                                 (In Thousands)



7. COMMITMENTS AND CONTINGENCIES (CONTINUED)

The Company is partially self-insured for workers' compensation claims. An
accrued liability is recorded for claims incurred but not yet paid or reported
and is based on current and historical claim information. The accrued liability
may ultimately be settled for an amount different than the recorded amount.
Adjustments of the accrued liability are recorded in the period in which they
become known.

Approximately 62% of the Company's work force is covered by collective
bargaining agreements. The collective bargaining agreement for the Warsaw
location of Dalton is scheduled to expire during fiscal 2003.

8. INCOME TAXES

The provision (credit) for income taxes consists of the following:

<TABLE>
<CAPTION>
                                                                   YEAR ENDED SEPTEMBER 30
                                                          2002              2001               2000
                                                   --------------------------------------------------------
Current:
<S>                                                     <C>                 <C>                <C>
   Federal                                              $(18,522)           $(2,902)           $1,804
   State                                                     308             (1,218)              154
   Foreign                                                     -                886                 -
                                                   --------------------------------------------------------
                                                         (18,214)            (3,234)            1,958
Deferred                                                 (10,650)            (1,630)             (358)
                                                   --------------------------------------------------------
                                                        $(28,864)           $(4,864)           $1,600
                                                   ========================================================
</TABLE>

The provision (credit) for income taxes is included in the consolidated
statements of operations as follows:

<TABLE>
<CAPTION>
                                                                   YEAR ENDED SEPTEMBER 30
                                                          2002              2001               2000
                                                   --------------------------------------------------------

<S>                                                     <C>                 <C>                <C>
Continuing operations                                   $ (8,389)           $(4,149)           $6,175
Discontinued operations                                  (20,475)              (715)           (4,575)
                                                   --------------------------------------------------------
                                                        $(28,684)           $(4,864)           $1,600
                                                   ========================================================
</TABLE>


                                       52


<PAGE>

                             Neenah Foundry Company

             Notes to Consolidated Financial Statements (continued)
                                 (In Thousands)


8. INCOME TAXES (CONTINUED)

The provision (credit) for income taxes differs from the amount computed by
applying the federal statutory rate of 35% as of September 30, 2002, 2001 and
2000, to income (loss) before income taxes as follows:

<TABLE>
<CAPTION>
                                                                      YEAR ENDED SEPTEMBER 30
                                                               2002             2001            2000
                                                         ---------------------------------------------------

<S>                                                            <C>               <C>             <C>
Provision (credit) at statutory rate                           $(26,798)         $(6,970)        $(1,240)
State income taxes (benefit), net of federal taxes                   74             (535)            452
Amortization of goodwill                                              -            1,943           1,927
Additional provision recorded in connection with tax
   examinations                                                     932              417             405
Permanent difference related to the discontinuance of
   Cast Alloys                                                   (2,734)               -               -
Other                                                              (338)             281              56
                                                           -------------------------------------------------
Provision (credit) for income taxes                            $(28,864)         $(4,864)        $ 1,600
                                                           =================================================
</TABLE>

Deferred income tax assets and liabilities consist of the following as of
September 30:

<TABLE>
<CAPTION>
                                                                              2002              2001
                                                                       -------------------------------------
<S>                                                                         <C>               <C>
Deferred income tax liabilities:
   Book basis of assets in excess of tax basis:
     Inventories                                                            $ (3,023)         $  (2,605)
     Property, plant and equipment                                           (37,277)           (44,519)
     Identifiable intangible assets                                          (14,890)           (22,892)
   Other                                                                      (1,779)            (1,619)
                                                                        ------------------------------------
                                                                             (56,969)           (71,635)
Deferred income tax assets:
   Employee benefit plans                                                      8,773              5,570
   Accrued vacation                                                            2,498              2,251
   Other accrued liabilities                                                   2,801              1,251
   State net operating loss carryforwards                                      1,806              1,945
   Other                                                                           -                622
   Valuation allowance                                                             -               (654)
                                                                        ------------------------------------
                                                                              15,878             10,985
                                                                        ------------------------------------
Net deferred income tax liability                                           $(41,091)         $ (60,650)
                                                                        ====================================
<CAPTION>
<S>                                                                         <C>               <C>
Included in the consolidated balance sheets as:
   Current deferred income tax asset                                        $ 15,880          $   3,069
   Noncurrent deferred income tax liability                                  (56,971)           (63,719)
                                                                        ------------------------------------
                                                                            $(41,091)         $ (60,650)
                                                                        ====================================
</TABLE>



                                       53

<PAGE>


                             Neenah Foundry Company

             Notes to Consolidated Financial Statements (continued)
                                 (In Thousands)


8. INCOME TAXES (CONTINUED)

As of September 30, 2002, the Company has state net operating loss (NOL)
carryforwards for income tax purposes for continuing operations of approximately
$35,000, which expire in varying amounts through September 30, 2017. The
valuation allowance as of September 30, 2001, was provided against the deferred
tax asset related to the state NOL carryforwards of Cast Alloys as the benefit
related to these carryforwards was not expected to be realized.

9. EMPLOYEE BENEFIT PLANS

DEFINED-BENEFIT PENSION PLANS AND POSTRETIREMENT BENEFITS

The Company sponsors five defined-benefit pension plans covering the majority of
its hourly employees. Retirement benefits under the pension plans are based on
years of service and defined-benefit rates. The Company funds the pension plans
based on actuarially determined cost methods allowable under Internal Revenue
Service regulations. Plan assets consist primarily of mutual funds. The
measurement date for three of the defined-benefit pension plans is September 30.
The remaining two plans use a measurement date of June 30.

The Company also sponsors unfunded defined-benefit postretirement health care
plans covering substantially all salaried and hourly employees at Neenah and
their dependents. For salaried employees at Neenah, benefits are provided from
the date of retirement for the duration of the employee's life, while benefits
for hourly employees at Neenah are provided from retirement to age 65. Retirees'
contributions to the plans are based on years of service and age at retirement.
The Company funds benefits as incurred. These plans use a measurement date of
September 30.



                                       54

<PAGE>


                             Neenah Foundry Company

             Notes to Consolidated Financial Statements (continued)
                                 (In Thousands)



9. EMPLOYEE BENEFIT PLANS (CONTINUED)

The following table summarizes the funded status of the pension plans and
postretirement benefit plans and the amounts recognized in the consolidated
balance sheets at September 30, 2002 and 2001:

<TABLE>
<CAPTION>
                                                          PENSION                   POSTRETIREMENT
                                                          BENEFITS                      BENEFITS
                                                -----------------------------------------------------------
                                                     2002           2001           2002          2001
                                                -----------------------------------------------------------
<S>                                              <C>             <C>            <C>            <C>
Change in benefit obligation:
   Benefit obligation, October 1                 $  44,166       $ 40,400       $ 7,024        $ 6,692
     Service cost                                    1,512          1,543           198            204
     Interest cost                                   3,269          3,036           476            493
     Curtailment                                         -              -             -           (153)
     Actuarial losses                                5,077          1,246         1,037            148
     Benefits paid                                  (2,113)        (2,059)         (362)          (360)
                                                -----------------------------------------------------------
   Benefit obligation, September 30              $  51,911       $ 44,166       $ 8,373        $ 7,024
                                                ===========================================================

Change in plan assets:
   Fair value of plan assets, October 1          $  40,020       $ 42,122       $     -        $     -
     Actual loss on plan assets                     (1,769)        (2,068)            -              -
     Company contributions                           2,062          2,025           362            360
     Benefits paid                                  (2,113)        (2,059)         (362)          (360)
                                                -----------------------------------------------------------
   Fair value of plan assets, September 30       $  38,200       $ 40,020       $     -        $     -
                                                ===========================================================

Funded status of the plans:
   Benefit obligation in excess of plan
     assets                                      $ (13,711)      $ (4,146)      $(8,373)       $(7,024)
   Unrecognized prior service cost                   2,184          1,856           581            626
   Unrecognized net losses                          13,279          3,447         1,096             53
                                                -----------------------------------------------------------
                                                 $   1,752       $  1,157       $(6,696)       $(6,345)
                                                ===========================================================

Amounts recognized in the consolidated
  balance sheets at September 30:
     Accrued pension liability                   $ (13,765)      $ (3,395)      $(6,696)       $(6,345)
     Intangible asset                                2,184          1,856             -              -
     Deferred income tax asset                       5,333          1,078             -              -
     Accumulated other comprehensive loss            8,000          1,618             -              -
                                                -----------------------------------------------------------
                                                 $   1,752       $  1,157       $(6,696)       $(6,345)
                                                ===========================================================
</TABLE>


                                       55

<PAGE>



                             Neenah Foundry Company

             Notes to Consolidated Financial Statements (continued)
                                 (In Thousands)



9. EMPLOYEE BENEFIT PLANS (CONTINUED)

Amounts applicable to the Company's pension plans with accumulated benefit
obligations and projected benefit obligations in excess of plan assets:

<TABLE>
<CAPTION>
                                                                                   2002            2001
                                                                             -------------------------------

<S>                                                                               <C>             <C>
Projected benefit obligation                                                      $51,911         $44,166
Accumulated benefit obligation                                                     51,911          44,166
Fair value of plan assets                                                          38,200          40,020
</TABLE>

Components of net periodic pension cost for the years ended September 30, 2002,
2001 and 2000, respectively, are as follows:

<TABLE>
<CAPTION>
                                                PENSION BENEFITS                POSTRETIREMENT BENEFITS
                                       -----------------------------------   -------------------------------
                                          2002        2001        2000         2002       2001      2000
                                       -----------------------------------   -------------------------------

<S>                                      <C>          <C>        <C>            <C>       <C>        <C>
Service cost                             $ 1,512      $1,543     $ 1,383        $198      $204       $206
Interest cost                              3,269       3,036       2,768         476       493        476
Expected return on plan assets            (3,486)     (3,580)     (2,755)          -         -          -
Amortization of prior service cost           146         123         117          45        45         45
Recognized net actuarial loss                 26           2           1          (5)        2          -
                                       -----------------------------------   -------------------------------
Net periodic benefit cost                $ 1,467      $1,124     $ 1,514        $714      $744       $727
                                        ==================================    ==============================

Assumptions as of September 30:
   Discount rate                            6.75%   7.25% to    7.25% to
                                                     7.625%      7.75%          6.75%    7.625%      7.75%

   Expected long-term rate of return     6.75% to   7.50% to    7.50% to
                                          9.00%       9.00%      9.50%             -        -          -
</TABLE>


For measurement purposes, the healthcare cost trend rate was assumed to be 7.5%
decreasing gradually to 4.5% in 2011 and then remaining at that level
thereafter. The healthcare cost trend rate assumption has a significant effect
on the amounts reported. A one percentage point change in the healthcare cost
trend rate would have the following effect:

<TABLE>
<CAPTION>
                                                                             1% Increase     1% Decrease
                                                                           ---------------------------------

<S>                                                                           <C>           <C>
   Effect on total of service cost and interest cost                           $  125        $   (99)
   Effect on postretirement benefit obligation                                  1,498         (1,192)
</TABLE>



                                       56

<PAGE>



                             Neenah Foundry Company

             Notes to Consolidated Financial Statements (continued)
                                 (In Thousands)



9. EMPLOYEE BENEFIT PLANS (CONTINUED)

DEFINED-CONTRIBUTION RETIREMENT PLANS

The Company sponsors various defined-contribution retirement plans (the Plans)
covering substantially all salaried and certain hourly employees. The Plans
allow participants to make 401(k) contributions in amounts ranging from 1% to
15% of their compensation. The Company matches between 35% and 50% of the
participants' contributions up to a maximum of 6% of the employee's
compensation, as defined. The Company may make additional voluntary
contributions to the Plans as determined annually by the Board of Directors.
Total Company contributions for continuing operations amounted to $1,493, $1,882
and $1,828 for the years ended September 30, 2002, 2001 and 2000, respectively.

OTHER EMPLOYEE BENEFITS

The Company provides unfunded supplemental retirement benefits to certain active
and retired employees at Dalton. At September 30, 2002, the present value of the
current and long-term portion of these supplemental retirement obligations
totaled $334 and $2,955, respectively. At September 30, 2001, the present value
of the current and long-term portion of these supplemental retirement
obligations totaled $147 and $2,954, respectively.

Certain of Dalton's hourly employees are covered by a multi-employer,
defined-benefit pension plan pursuant to a collective bargaining agreement. The
Company's expense for the years ended September 30, 2002, 2001 and 2000, was
$397, $470 and $567, respectively.

Substantially all of Mercer's union employees are covered by a multiemployer,
defined-benefit pension plan pursuant to a collective bargaining agreement. The
Company's expense for the years ended September 30, 2002, 2001 and 2000, was
$119, $135 and $159, respectively.

10. PROVISION FOR IMPAIRMENT OF ASSETS

During the year ended September 30, 2002, the Company identified indicators of
impairment at one of its foundries, which is held for use. In accordance with
SFAS No. 144, since the net book value of the foundries' long-lived assets
exceeded the sum of the undiscounted cash flows expected to be realized from the
respective assets, the Company recognized an impairment charge of $5,379 to
adjust the carrying value of the foundries' long-lived assets to fair value. The
impaired long-lived assets are included in the Castings segment.


                                       57


<PAGE>


                             Neenah Foundry Company

             Notes to Consolidated Financial Statements (continued)
                                 (In Thousands)


10. PROVISION FOR IMPAIRMENT OF ASSETS (CONTINUED)

In accordance with SFAS No. 144, the Company recognized an impairment charge of
$74 during the year ended September 30, 2002, related to a building held for
sale to adjust the carrying value of the building to fair value less costs to
sell.

11. SEGMENT INFORMATION

The Company has two reportable segments, Castings and Forgings. The Castings
segment manufactures and sells gray and ductile iron castings for the industrial
and municipal markets, while the Forgings segment manufactures forged components
for the industrial market. The Other segment includes machining operations and
freight hauling.

The Company evaluates performance and allocates resources based on the operating
income before depreciation and amortization charges of each segment. The
accounting policies of the reportable segments are the same as those described
in the summary of significant accounting policies. Intersegment sales and
transfers are recorded at cost plus a share of operating profit. The following
segment information is presented for continuing operations:

<TABLE>
<CAPTION>
                                                                     YEAR ENDED SEPTEMBER 30
                                                               2002            2001              2000
                                                        ----------------------------------------------------
<S>                                                         <C>              <C>             <C>
Revenues from external customers:
   Castings                                                 $ 379,425        $ 381,958       $ 457,319
   Forgings                                                    21,893           28,109          36,779
   Other                                                       20,498           19,460          28,147
   Elimination of intersegment revenues                       (16,598)         (12,620)        (17,934)
                                                        ----------------------------------------------------
                                                            $ 405,218        $ 416,907       $ 504,311
                                                        ====================================================

Income (loss) from continuing operations:
   Castings                                                 $ (63,156)       $ (13,419)      $   3,844
   Forgings                                                    (4,135)          (5,112)         (3,716)
   Other                                                         (764)            (711)            509
   Elimination of intersegment loss                            58,394            5,823           3,207
                                                        ----------------------------------------------------
                                                            $  (9,661)       $ (13,419)      $   3,844
                                                        ====================================================

Total assets:
   Castings                                                 $ 681,754        $ 770,044       $ 832,256
   Forgings                                                    41,584           51,148          57,933
   Other                                                       16,494           16,149          19,654
   Elimination of intersegment assets                        (157,359)        (210,898)       (243,625)
                                                        ----------------------------------------------------
                                                            $ 582,473        $ 626,443       $ 666,218
                                                        ====================================================
</TABLE>


                                       58

<PAGE>

                             Neenah Foundry Company

             Notes to Consolidated Financial Statements (continued)
                                 (In Thousands)


11. SEGMENT INFORMATION (CONTINUED)

<TABLE>
<CAPTION>
                                                  Castings        Forgings         Other          Total
                                               -------------------------------------------------------------
<S>                                               <C>              <C>              <C>          <C>
Year ended September 30, 2002:
   Interest expense                               $38,681          $4,439           $831         $43,951
   Interest income                                    819               -              -             819
   Provision for income taxes                      (5,477)         (2,790)          (122)         (8,389)
   Depreciation and amortization expense           24,257           2,627          1,669          28,553
   Expenditures for long-lived assets               8,466             415             82           8,963

Year ended September 30, 2001:
   Interest expense                               $38,051          $4,953        $   983         $43,987
   Interest income                                    445               -              -             445
   Provision (credit) for income taxes               (958)         (3,273)            82          (4,149)
   Depreciation and amortization expense           30,878           3,884          1,505          36,267
   Expenditures for long-lived assets              15,604             228            435          16,267

Year ended September 30, 2000:
   Interest expense                               $38,740          $4,816        $   855         $44,411
   Interest income                                    967               -             11             978
   Provision (credit) for income taxes              7,959          (2,204)           420           6,175
   Depreciation and amortization expense           29,514           3,357          1,942          34,813
   Expenditures for long-lived assets              14,368             793          1,088          16,249


<CAPTION>


GEOGRAPHIC INFORMATION
                                                                                             Long-Lived
                                                                                               Assets
                                                                           Net Sales            (1)
                                                                       -------------------------------------
<S>                                                                        <C>            <C>
Year ended September 30, 2002:
   United States                                                            $392,366            $177,290
   Foreign countries                                                          12,852                   -
                                                                       -------------------------------------
                                                                            $405,218            $177,290
                                                                       =====================================

Year ended September 30, 2001:
   United States                                                            $406,894            $211,375
   Foreign countries                                                          10,013               2,458
                                                                       -------------------------------------
                                                                            $416,907            $213,833
                                                                       =====================================

Year ended September 30, 2000:
   United States                                                            $490,754            $225,244
   Foreign countries                                                          13,557               2,995
                                                                       -------------------------------------
                                                                            $504,311            $228,239
                                                                       =====================================
</TABLE>

(1) Represents tangible long-lived assets only.


                                       59


<PAGE>


                             Neenah Foundry Company

             Notes to Consolidated Financial Statements (continued)
                                 (In Thousands)


12. GUARANTOR SUBSIDIARIES

The following tables present condensed consolidating financial information for
fiscal 2002, 2001 and 2000 for: (a) the Company, and (b) on a combined basis,
the guarantors of the Senior Subordinated Notes, which include all of the wholly
owned subsidiaries of the Company (Subsidiary Guarantors). Separate financial
statements of the Subsidiary Guarantors are not presented because the guarantors
are jointly, severally and unconditionally liable under the guarantees, and the
Company believes separate financial statements and other disclosures regarding
the Subsidiary Guarantors are not material to investors.




                                       60
<PAGE>
                             Neenah Foundry Company

             Notes to Consolidated Financial Statements (continued)
                                 (In Thousands)


12. GUARANTOR SUBSIDIARIES (CONTINUED)

CONDENSED CONSOLIDATING BALANCE SHEET
SEPTEMBER 30, 2002

<TABLE>
<CAPTION>
                                                          Subsidiary
                                            Company       Guarantors      Eliminations     Consolidated
                                         -------------- ---------------- --------------- ------------------
<S>                                         <C>              <C>            <C>              <C>
ASSETS
Current assets:
   Cash and cash equivalents                $ 29,290         $(2,936)       $       -        $ 26,354
   Accounts receivable, net                   30,829          28,431                -          59,260
   Inventories                                20,535          31,361                -          51,896
   Refundable income taxes                    14,850               -                -          14,850
   Deferred income taxes                       8,720           7,160                -          15,880
   Other current assets                        3,372           3,058                -           6,430
                                        -------------------------------------------------------------------
Total current assets                         107,596          67,074                -         174,670

Investments in and advances to
   subsidiaries                              198,460         (23,829)        (174,631)              -
 Property, plant and equipment, net           83,523          93,767                -         177,290
 Deferred financing costs,
   identifiable intangible assets and
   goodwill, net                             129,687          94,356                -         224,043
 Other assets                                  4,191           2,279                -           6,470
                                         -------------------------------------------------------------------
                                            $523,457        $233,647        $(174,631)       $582,473
                                         ===================================================================

<CAPTION>

<S>                                         <C>              <C>            <C>              <C>
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
Current liabilities:
   Accounts payable                         $  7,740         $15,400                -        $ 23,140
   Accrued wages and employee benefits         6,151           6,704                -          12,855
   Accrued interest                           13,733               -                -          13,733
   Other accrued liabilities                   1,151           2,220                -           3,371
   Current portion of long-term debt          40,917               -                -          40,917
   Current portion of capital lease
     obligations                                   -           2,519                -           2,519
                                        -------------------------------------------------------------------
Total current liabilities                     69,692          26,843                -          96,535

Long-term debt                               410,515               -                -         410,515
Capital lease obligations                          -           5,248                -           5,248
Deferred income taxes                         36,603          20,368                -          56,971
Postretirement benefit obligations             6,696               -                -           6,696
Other liabilities                             12,097           6,557                -          18,654
Stockholder's equity (deficit)               (12,146)        174,631         (174,631)        (12,146)
                                        -------------------------------------------------------------------
                                            $523,457        $233,647        $(174,631)       $582,473
                                        ===================================================================
</TABLE>


                                       61


<PAGE>

                             Neenah Foundry Company

             Notes to Consolidated Financial Statements (continued)
                                 (In Thousands)


12. GUARANTOR SUBSIDIARIES (CONTINUED)

CONDENSED CONSOLIDATING BALANCE SHEET
SEPTEMBER 30, 2001

<TABLE>
<CAPTION>
                                                          Subsidiary
                                            Company       Guarantors      Eliminations     Consolidated
                                        -------------------------------------------------------------------
<S>                                         <C>           <C>              <C>              <C>
ASSETS
Current assets:
   Cash and cash equivalents                $   4,682     $     (336)      $        -       $   4,346
   Accounts receivable, net                    30,862         38,983                -          69,845
   Inventories                                 21,131         50,564                -          71,695
   Refundable income taxes                      2,148              -                -           2,148
   Deferred income taxes                          559          2,510                -           3,069
   Other current assets                         2,361          3,491                -           5,852
                                        -------------------------------------------------------------------
Total current assets                           61,743         95,212                -         156,955

Investments in and advances to
   subsidiaries                               263,249        (41,712)        (221,537)              -
 Property, plant and equipment, net            87,587        126,246                -         213,833
 Deferred financing costs,
   identifiable intangible assets and
   goodwill, net                              133,255        116,493                -         249,748
 Other assets                                   3,891          2,016                -           5,907
                                        -------------------------------------------------------------------
                                            $ 549,725     $  298,255       $ (221,537)      $ 626,443
                                        ===================================================================
<CAPTION>


<S>                                         <C>           <C>              <C>              <C>
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
   Accounts payable                         $   7,534     $   23,034       $        -       $  30,568
   Accrued wages and employee benefits          5,300          7,950                -          13,250
   Accrued interest                            13,567              -                -          13,567
   Other accrued liabilities                    1,200          3,501                -           4,701
   Current portion of long-term debt           20,424              -                -          20,424
   Current portion of capital lease
     obligations                                    -          2,305                -           2,305
                                        -------------------------------------------------------------------
Total current liabilities                      48,025         36,790                -          84,815

Long-term debt                                413,653              -                -         413,653
Capital lease obligations                           -          7,845                -           7,845
Deferred income taxes                          35,357         28,362                -          63,719
Postretirement benefit obligations              6,345              -                -           6,345
Other liabilities                               4,406          3,721                -           8,127
Stockholder's equity                           41,939        221,537         (221,537)         41,939
                                        -------------------------------------------------------------------
                                            $ 549,725     $  298,255       $ (221,537)      $ 626,443
                                        ===================================================================
</TABLE>


                                       62


<PAGE>

                             Neenah Foundry Company

             Notes to Consolidated Financial Statements (continued)
                                 (In Thousands)



12. GUARANTOR SUBSIDIARIES (CONTINUED)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 2002

<TABLE>
<CAPTION>
                                                          Subsidiary
                                         Company          Guarantors       Eliminations     Consolidated
                                      ---------------------------------------------------------------------

<S>                                     <C>                <C>                <C>                <C>
Net sales                               $ 168,519          $ 244,811          $  (8,112)         $ 405,218
Cost of sales                             119,442            229,683             (8,112)           341,013
                                      ---------------------------------------------------------------------
Gross profit                               49,077             15,128                -               64,205

Selling, general and
  administrative expenses                  13,357             15,940                -               29,297
Amortization expense                        1,833              1,996                -                3,829
Provision for impairment of assets            -                5,453                -                5,453
Loss on disposal of equipment                  98                446                -                  544
                                      ---------------------------------------------------------------------
Operating income                           33,789             (8,707)               -               25,082

Other income (expense):
   Interest expense                       (22,568)           (21,383)               -              (43,951)
   Interest income                            805                 14                -                  819
                                      ---------------------------------------------------------------------

Income (loss) from continuing
  operations before income taxes
  and equity in earnings of
  subsidiaries                             12,026            (30,076)               -              (18,050)
Provision (credit) for income
  taxes                                     1,293             (9,682)               -               (8,389)
                                      ---------------------------------------------------------------------
                                           10,733            (20,394)               -               (9,661)
Equity in losses of subsidiaries          (58,436)               -               58,436                -
                                      ---------------------------------------------------------------------
Loss from continuing operations           (47,703)           (20,394)            58,436             (9,661)
Loss from discontinued operations,
  net of income
  taxes                                       -              (38,042)               -              (38,042)
                                      ---------------------------------------------------------------------
Net loss                                $ (47,703)         $ (58,436)         $  58,436          $ (47,703)
                                      =====================================================================
</TABLE>



                                       63


<PAGE>


                             Neenah Foundry Company

             Notes to Consolidated Financial Statements (continued)
                                 (In Thousands)


12. GUARANTOR SUBSIDIARIES (CONTINUED)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 2001

<TABLE>
<CAPTION>
                                                          Subsidiary
                                         Company          Guarantors       Eliminations     Consolidated
                                     ----------------------------------------------------------------------

<S>                                      <C>                 <C>              <C>            <C>
Net sales                                $ 160,735           $ 262,300        $(6,128)       $ 416,907
Cost of sales                              113,550             245,315         (6,128)         352,737
                                     ----------------------------------------------------------------------
Gross profit                                47,185              16,985              -           64,170

Selling, general and
  administrative expenses                   11,857              16,160              -           28,017
Amortization expense                         4,919               5,694              -           10,613
Gain on disposal of equipment                  (11)               (423)             -             (434)
                                     ----------------------------------------------------------------------
Operating income                            30,420              (4,446)             -           25,974

Other income (expense):
   Interest expense                        (19,828)            (24,159)             -          (43,987)
   Interest income                             411                  34              -              445
                                     ----------------------------------------------------------------------

Income (loss) from continuing
  operations before income taxes
  and equity in earnings of
  subsidiaries                              11,003             (28,571)             -          (17,568)
Provision (credit) for income
  taxes                                      6,361             (10,510)             -           (4,149)
                                     ----------------------------------------------------------------------
                                             4,642             (18,061)             -          (13,419)
Equity in losses of subsidiaries           (22,096)                  -         22,096                -
                                     ----------------------------------------------------------------------
Loss from continuing operations            (17,454)            (18,061)        22,096          (13,419)
Loss from discontinued operations,
  net of income taxes                            -              (4,035)             -           (4,035)
Gain on sale of discontinued
  operations, net of income
  taxes                                      2,404                   -              -            2,404
                                     ----------------------------------------------------------------------
Net loss                                 $ (15,050)          $ (22,096)       $22,096        $ (15,050)
                                     ======================================================================
</TABLE>



                                       64

<PAGE>

                             Neenah Foundry Company

             Notes to Consolidated Financial Statements (continued)
                                 (In Thousands)


12. GUARANTOR SUBSIDIARIES (CONTINUED)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 2000

<TABLE>
<CAPTION>
                                                            Subsidiary
                                             Company        Guarantors     Eliminations     Consolidated
                                     ----------------------------------------------------------------------

<S>                                         <C>               <C>            <C>               <C>
Net sales                                   $ 191,138         $ 319,367      $  (6,194)        $ 504,311
Cost of sales                                 132,061           280,785         (6,194)          406,652
                                     ----------------------------------------------------------------------
Gross profit                                   59,077            38,582            -              97,659

Selling, general and
  administrative expenses                      15,014            18,605            -              33,619
Amortization expense                            4,916             5,587            -              10,503
(Gain) loss on disposal of
  equipment                                       298              (213)           -                  85
                                     ----------------------------------------------------------------------
Operating income                               38,849            14,603            -              53,452

Other income (expense):
   Interest expense                           (22,003)          (22,408)           -             (44,411)
   Interest income                                764               214            -                 978
                                     ----------------------------------------------------------------------

Income (loss) from continuing
  operations before income taxes
  and equity in earnings of
  subsidiaries                                 17,610            (7,591)           -              10,019
Provision (credit) for income
  taxes                                         8,335            (2,160)           -               6,175
                                     ----------------------------------------------------------------------
                                                9,275            (5,431)           -               3,844
Equity in losses of subsidiaries              (14,418)              -           14,418               -
                                     ----------------------------------------------------------------------
Income (loss) from continuing
  operations                                   (5,143)           (5,431)        14,418             3,844
Loss from discontinued operations,
  net of income taxes                             -              (8,987)           -              (8,987)
                                     ----------------------------------------------------------------------
Net loss                                    $  (5,143)        $ (14,418)     $  14,418         $  (5,143)
                                     ======================================================================
</TABLE>



                                       65

<PAGE>

                             Neenah Foundry Company

             Notes to Consolidated Financial Statements (continued)
                                 (In Thousands)


12. GUARANTOR SUBSIDIARIES (CONTINUED)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED SEPTEMBER 30, 2002

<TABLE>
<CAPTION>
                                                         Subsidiary
                                          Company         Guarantors      Eliminations     Consolidated
                                     ----------------------------------------------------------------------
<S>                                       <C>              <C>              <C>              <C>
  OPERATING ACTIVITIES
  Net loss                                $(47,703)        $(58,436)         $58,436         $(47,703)
  Noncash adjustments                       10,773           46,780                -           57,553
  Changes in operating assets and
    liabilities                            (13,173)          19,759                -            6,586
                                     ----------------------------------------------------------------------
  Net cash provided by (used in)
    operating activities                   (50,103)           8,103           58,436           16,436
                                     ----------------------------------------------------------------------
  INVESTING ACTIVITIES
  Investments in and advances to
    subsidiaries                            62,066           (3,630)         (58,436)               -
  Purchase of property, plant and
    equipment                               (4,510)          (4,545)               -           (9,055)
  Other                                         37             (145)               -             (108)
                                     ----------------------------------------------------------------------
  Net cash provided by (used in)
    investing activities                    57,593           (8,320)         (58,436)          (9,163)

  FINANCING ACTIVITIES
  Proceeds from long-term debt              33,400                -                -           33,400
  Payments on long-term debt and
    capital lease obligations              (15,424)          (2,383)               -          (17,807)
  Debt issuance costs                         (858)               -                -             (858)
                                     ----------------------------------------------------------------------
  Net cash provided by (used in)
    financing activities                    17,118           (2,383)               -           14,735
                                     ----------------------------------------------------------------------

  Increase (decrease) in cash and
    cash equivalents                        24,608           (2,600)               -           22,008
  Cash (overdraft) and cash
    equivalents at beginning
    of year                                  4,682             (336)               -            4,346
                                     ----------------------------------------------------------------------
  Cash (overdraft) and cash
    equivalents at end of year            $ 29,290         $ (2,936)               -          $26,354
                                     ======================================================================
</TABLE>


                                       66


<PAGE>


                             Neenah Foundry Company

             Notes to Consolidated Financial Statements (continued)
                                 (In Thousands)


12. GUARANTOR SUBSIDIARIES (CONTINUED)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED SEPTEMBER 30, 2001


<TABLE>
<CAPTION>
                                                          Subsidiary
                                          Company         Guarantors      Eliminations     Consolidated
                                      ---------------------------------------------------------------------
<S>                                       <C>              <C>               <C>             <C>
  OPERATING ACTIVITIES
  Net loss                                $(15,050)        $(22,096)         $ 22,096        $(15,050)
  Gain on sale of discontinued
    operations                              (4,007)               -                 -          (4,007)
  Noncash adjustments                       11,621           29,156                 -          40,777
  Changes in operating assets and
    liabilities                             (4,849)          (7,584)                -         (12,433)
                                      ---------------------------------------------------------------------
  Net cash provided by (used in)
    operating activities                   (12,285)            (524)           22,096           9,287

  INVESTING ACTIVITIES
  Investments in and advances to
    subsidiaries                            14,650            7,446           (22,096)              -
  Proceeds from disposition of
    business, net of fees                    5,190                -                 -           5,190
  Purchase of property, plant and
    equipment                               (4,371)         (12,511)                -         (16,882)
  Other                                         99            5,133                 -           5,232
                                      ---------------------------------------------------------------------
  Net cash provided by (used in)
    investing activities                    15,568               68           (22,096)         (6,460)

  FINANCING ACTIVITIES
  Proceeds from long-term debt               5,000                -                 -           5,000
  Payments on long-term debt and
    capital lease obligations              (19,677)          (2,376)                -         (22,053)
  Debt issuance costs                         (906)               -                 -            (906)
                                      ---------------------------------------------------------------------
  Net cash used in financing
    activities                             (15,583)          (2,376)                -         (17,959)
                                      ---------------------------------------------------------------------

  Decrease in cash and cash
    equivalents                            (12,300)          (2,832)                -         (15,132)
  Cash and cash equivalents at
    beginning of year                       16,982            2,496                 -          19,478
                                      ---------------------------------------------------------------------
  Cash (overdraft) and cash
    equivalents at end of year            $  4,682         $   (336)         $      -        $  4,346
                                      =====================================================================
</TABLE>



                                       67

<PAGE>


                             Neenah Foundry Company

             Notes to Consolidated Financial Statements (continued)
                                 (In Thousands)


12. GUARANTOR SUBSIDIARIES (CONTINUED)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED SEPTEMBER 30, 2000


<TABLE>
<CAPTION>
                                                             Subsidiary
                                           Company           Guarantors       Eliminations       Consolidated
                                      -------------------------------------------------------------------------
<S>                                       <C>                <C>                <C>                <C>
OPERATING ACTIVITIES
Net loss                                  $ (5,143)          $(14,418)          $ 14,418           $ (5,143)
Noncash adjustments                         14,490             28,591                -               43,081
Changes in operating assets and
  liabilities                               (1,946)            (6,510)               -               (8,456)
                                      -------------------------------------------------------------------------
Net cash provided by operating
  activities                                 7,401              7,663             14,418             29,482

INVESTING ACTIVITIES
Investments in and advances to
  subsidiaries                             (23,061)            37,479            (14,418)               -
Acquisition of business                        -              (29,502)               -              (29,502)
Purchase of property, plant and
  equipment                                 (5,644)           (13,624)               -              (19,268)
Other                                          212              1,233                -                1,445
                                      -------------------------------------------------------------------------
Net cash used in investing
  activities                               (28,493)            (4,414)           (14,418)           (47,325)

FINANCING ACTIVITIES
Proceeds from long-term debt                29,750                -                  -               29,750
Payments on long-term debt and
  capital lease obligations                 (7,528)            (2,269)               -               (9,797)
                                      -------------------------------------------------------------------------
Net cash provided by (used in)
  financing activities                      22,222             (2,269)               -               19,953
                                      -------------------------------------------------------------------------

Increase in cash and cash
  equivalents                                1,130                980                -                2,110
Cash and cash equivalents at
  beginning of year                         15,852              1,516                -               17,368
                                      -------------------------------------------------------------------------
Cash and cash equivalents at end
  of year                                 $ 16,982           $  2,496           $    -             $ 19,478
                                      =========================================================================
</TABLE>


                                       68


<PAGE>



                             Neenah Foundry Company

             Notes to Consolidated Financial Statements (continued)
                                 (In Thousands)


13. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                                               YEAR ENDED SEPTEMBER 30, 2002
                                         --------------------------------------------------------------------
                                           1st Quarter      2nd Quarter        3rd Quarter      4th Quarter
                                         ---------------- ----------------- ------------------ --------------

<S>                                         <C>              <C>               <C>               <C>
Net sales                                    $ 88,098         $ 92,852          $115,476          $108,792
Gross profit                                   10,285           11,063            22,073            20,784
Net income (loss)                             (41,074)          (9,167)           (2,209) (a)        4,747


                                                            YEAR ENDED SEPTEMBER 30, 2001
                                         --------------------------------------------------------------------
                                           1st Quarter      2nd Quarter        3rd Quarter      4th Quarter
                                         --------------------------------------------------------------------

Net sales                                    $102,249         $100,898          $111,197          $102,563
Gross profit                                   14,062           11,246            19,669            19,193
Net loss                                       (4,248)          (6,841)           (2,661)           (1,300)

<CAPTION>


<S>                                                             <C>
(a)  Net income as previously reported                          $ 1,287
     Adjustment to recognize impairment on long-lived
       assets held for use, net of income taxes of
       $1,883                                                    (3,496)
                                                          -----------------
     Net loss as restated                                       $(2,209)
                                                          =================
</TABLE>

During the fourth quarter of fiscal 2002, the Company identified indicators of
impairment, which existed at June 30, 2002, at one of its foundries, which is
held for use. In accordance with SFAS No. 144, the Company compared the net book
value of the respective long-lived assets to the sum of the undiscounted future
cash flows expected to be realized from the assets, which resulted in an
impairment charge of $5,379. The effect of this impairment charge is to decrease
previously reported fiscal 2002 third quarter net income by $3,496.





                                       69

<PAGE>









                Report of Ernst & Young LLP, Independent Auditors

We have audited the consolidated financial statements of Neenah Foundry Company
as of September 30, 2002 and 2001 and for each of the three years in the period
ended September 30, 2002, and have issued our report thereon dated November 5,
2002 (included elsewhere in this Annual Report on Form 10-K). Our audits also
included the financial statement schedule listed in the index at Item 15(a).
This schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits.

In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.


Milwaukee, Wisconsin                                    ERNST & YOUNG LLP
November 5, 2002











                                       70




<PAGE>

                                                                     Schedule II

                             NEENAH FOUNDRY COMPANY

                        VALUATION AND QUALIFYING ACCOUNTS
                 Years ended September 30, 2002, 2001, and 2000.
                             (Dollars in Thousands)



<TABLE>
<CAPTION>
                                BALANCE AT     PURCHASE        ADDITIONS
                                BEGINNING     ACCOUNTING       CHARGED TO                         BALANCE AT
         DESCRIPTION            OF PERIOD     ADJUSTMENTS       EXPENSE         DEDUCTIONS      END OF PERIOD
----------------------------------------------------------------------------------------------------------------

<S>                              <C>           <C>              <C>             <C>              <C>
Allowance for doubtful
accounts receivable:

  2000                              $ 1,020       $   130          $   242       $   391 (A)       $1,001
                                    =======       =======          =======       =======           ======

  2001                              $ 1,001       $     -          $   761       $   325 (A)       $1,437
                                    =======       =======          =======       =======           ======

  2002                              $ 1,437       $     -          $   533       $   908 (A)       $1,062
                                    =======       =======          =======       =======           ======

    (A) Uncollectible accounts written off, net of recoveries

Reserve for obsolete
inventory:

  2000                              $   686       $     -          $ 2,300       $     -           $2,986
                                    =======       =======          =======       =======           ======

  2001                              $ 2,986       $     -          $   248       $ 2,749  (B)      $  485
                                    =======       =======          =======       =======           ======

  2002                              $   485       $     -          $   240       $   240  (B)      $  485
                                    =======       =======          =======       =======           ======

      (B) Reduction for disposition of inventory
</TABLE>


                                       71