UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)


þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2007~~2010


o		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: ~~020278~~000-20278

ENCORE WIRE CORPORATION

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter)~~charter)


Delaware (State or other jurisdiction of ~~incorporation)~~incorporation or organization)		75-2274963 (I.R.S. Employer Identification No.)

1329 Millwood Road McKinney, Texas (Address of principal executive offices)		~~75-2274963~~ ~~(I.R.S. Employer Identification No.)~~ 75069 (Zip Code)

Registrant’s telephone number, including area code: (972) 562-9473

Securities registered pursuant to Section 12(b) of the Act:


Title of each class		Name of each exchange on which registered

Common Stock, par value $.01 per share		The NASDAQ ~~Stock~~Global Select Market

~~(Title of class)~~		~~(Name of exchange on which registered)~~

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

~~Yes~~o NoYesþ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

~~Yes~~o NoYesþ No

Note— Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

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 than the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

~~Yes~~þ NoYeso No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405) of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).o Yeso No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of ~~Registrant’s~~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.o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. ~~(Check one):~~


Large accelerated filero	Accelerated filerþ	Non-accelerated filero	Smaller ~~reporting company~~Reporting Companyo
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

~~Yes~~o NoYesþ No

The aggregate market value of the Common Stock held by non-affiliates of the ~~Registrant~~registrant computed by reference to the price at which the Common Stock was last sold as of the last business day of the ~~Registrant’s~~registrant’s most recently completed second fiscal quarter was ~~$507,833,405~~$197,376,307 (Note: The aggregate market value of Common Stock held by the Company’s directors, executive officers, immediate family members of such directors and executive officers and 10% or greater stockholders was excluded from the computation of the foregoing amount. The characterization of such persons as “affiliates” should not be construed as an admission that any such person is an affiliate of the Registrant for any other purpose).

Number of shares of Common Stock outstanding as of ~~March 6, 2008: 23,166,131~~February 28, 2011: 23,216,475

~~Documents incorporated by reference~~DOCUMENTS INCORPORATED BY REFERENCE

Listed below are documents, parts of which are incorporated herein by reference, and the part of this report into which the document is incorporated:

~~(1)~~

~~Proxy statement for the 2008~~(1) Proxy statement for the 2011 annual meeting of stockholders — Part III

PART I

~~ITEM~~Item 1. ~~BUSINESS~~Business.

General

Encore Wire Corporation is a Delaware corporation, incorporated in 1989, with its principal executive office and manufacturing plants located at 1329 Millwood Road, McKinney, Texas 75069. The Company’s telephone number is (972) 562-9473. As used in this ~~Annual Report,~~annual report, unless otherwise required by the context, the terms ~~“Company”~~“Company,” “Encore” and ~~“Encore”~~“Encore Wire” refer to Encore Wire Corporation and its consolidated entities.

Encore is a low-cost manufacturer of copper electrical building wire and cable. The Company is a significant supplier of ~~both residential~~building wire for interior electrical wiring in commercial and industrial buildings, homes, apartments, and manufactured ~~housing, and commercial wire for electrical distribution in commercial and industrial buildings.~~housing.

The principal customers for Encore’s wire are wholesale electrical distributors, who sell ~~electric~~ building wire and a variety of other products to electrical contractors. The Company sells its products primarily through independent manufacturers’ representatives located throughout the United States and, to a lesser extent, through its own direct in-house marketing efforts.

Encore’s strategy is to further expand its share of the markets for building wire primarily by emphasizing a high level of customer service and low-cost production and the addition of new products that ~~compliment~~complement its current product line. The Company maintains product inventory levels sufficient to meet anticipated customer demand and believes that the speed and completeness with which it fills customer orders are key competitive advantages critical to marketing its products. Encore’s low-cost production capability features an efficient plant design incorporating highly automated manufacturing equipment, an integrated production process and an incentivized work force.

Strategy

Encore’s strategy for expanding its share of the building wire markets emphasizes customer service and product innovations coupled with low-cost production.

Customer Service.Responsiveness to customers is a primary focus of Encore, with an emphasis on building and maintaining strong customer relationships. Encore seeks to establish customer loyalty by achieving a high order fill rate and rapidly handling customer orders, shipments, inquiries and returns. The Company maintains product inventories sufficient to meet anticipated customer demand and believes that the speed and completeness with which it fills orders are key competitive advantages critical to marketing its products.

Product Innovation.Encore has been a leader in bringing new ideas to a commodity product. Encore pioneered the widespread use of color feeder sizes of commercial wire and colors in the residential non-metallic wires. The colors have improved on the job safety and reduced installation times for contractors. Encore Wire’s new patent pending SmartColor ID system is a color-coded MC and AC cable identification system.

Low-Cost Production.Encore’s low-cost production capability features an efficient plant design and an incentivized work force.

Efficient Plant Design.Encore’s highly automated wire manufacturing equipment is integrated in an efficient design that reduces material handling, labor and in-process inventory.

Incentivized Work Force.Encore’s hourly manufacturing employees are eligible to receive incentive pay tied to productivity and quality standards. The Company believes that this compensation program enables the plant’s manufacturing lines to attain high output and motivates manufacturing employees to continually maintain product quality. The Company also believes that its stock option plan enhances the motivation of its salaried manufacturing supervisors. The Company has coupled these incentives with a comprehensive safety program that emphasizes employee participation. The Company provides a 401(k) retirement savings plan to all employees with at least one year of service.

Products

Encore offers an electric building wire product line that consists primarily of NM-B cable, UF-B cable, THWN-2 and other types of wire products, including ~~its’ new~~metal clad and armored ~~cable introduced into the market in late 2006.~~cable. The Company’s NM-B, UF-B, THWN-2 and metal clad and armored cable are all manufactured with copper as the conductor. The Company also purchases small quantities of other types of wire to re-sell to ~~the~~ customers that buy products that the ~~products it~~Company manufactures. The

~~The~~ Company maintains approximately ~~6,000~~10,500 stock-keeping units (“SKUs”) of building wire. The principal ~~basis~~bases for differentiation among SKUs are product type, diameter, insulation, color and packaging.

NM-B Cable.Non-metallic sheathed cable is used primarily as interior wiring in homes, apartments and manufactured housing. NM-B cable is composed of either two or three insulated copper wire conductors, with ~~or without~~ an ~~uninsulated~~un-insulated ground wire, all sheathed in a polyvinyl chloride (“PVC”) jacket.

UF-B Cable.Underground feeder cable is used to conduct power underground to outside lighting and other applications remote from ~~residential~~ buildings. UF-B cable is composed of two or three PVC insulated copper wire conductors, with ~~or without~~ an un-insulated ground wire, all jacketed in PVC.

THWN-2 Cable. THWN-2 cable is used primarily as feeder, circuit and branch wiring in commercial and industrial buildings. It is composed of a single conductor, either stranded or solid, and insulated with PVC, which is further coated with nylon. Users typically ~~enclose~~pull THWN-2 cable inthrough protective pipe or conduit.

XHHW-2 Cable.XHHW-2 wire is intended for general purpose applications utilized in conduit or other recognized raceways for service, feeders, and branch-circuit wiring. It’s composed of a single conductor, either stranded or solid, and with a single layer of cross-linked polyethylene (XLPE) insulation.

USE-2 Cable. USE-2 or RHH or RHW-2wire is intended for general purpose applications utilized in conduit or installed in underground applications or in recognized raceways for service, feeders, and branch-circuit wiring. It’s composed of a single conductor, either stranded or solid, and with a single layer of cross-linked polyethylene (XLPE) insulation suitable for wet locations.

Metal Clad and Armored Cable.~~Armored~~Metal clad and armored cable is used primarily as feeder, circuit and branch wiring, primarily in commercial and industrial buildings. It is composed of multiple conductors, either stranded or solid, and insulated with PVC, which are further coated with nylon and then fully encased in a flexible aluminum or steel “armored” protective sheath that eliminates the need to pull the wire through pipe or conduit.

Photovoltaic Cable.Photovoltaic style cables are designed to meet the different needs of the emerging Solar Industry by providing connections between PV panels, collector boxes and inverters; and where also allowed by the National Electric Code (NEC).

Bare Copper.Bare copper conductors are used in overhead electrical transmission and distribution systems for grounding electrical systems, and where high-conductivity and flexibility are required for equipment and circuit grounding.

Manufacturing

The efficiency of Encore’s highly automated manufacturing facility is a key element of its low-cost production capability. Encore’s residential wire manufacturing lines have been integrated so that the handling of product is substantially reduced throughout the production process.

The manufacturing process for the Company’s various products involves ~~up to seven steps:~~multiple steps, including: casting, drawing, stranding, compounding, insulating, jacketing and armoring.

Casting. Rod is produced by melting sheets of copper cathode and copper scrap, casting the molten copper into a bar and rolling the hot copper bar into a 5/16 inch copper rod to be drawn into copper wire.

Drawing. Drawing is the process of reducing 5/16 inch copper rod through converging dies until the specified wire diameter is attained. The wire is then heated with electrical current to soften or “anneal” the wire to make it easier to handle.

Stranding.Stranding is the process of twisting together from seven to sixty-one individual wire strands to form a single cable. The purpose of stranding is to improve the flexibility of wire while maintaining its electrical current carrying capacity.

PVC Compounding.PVC compounding is the process of mixing the various raw materials that are required to produce the PVC necessary to meet U/L specifications for the insulation and jacket requirements for the wire that is manufactured.

Insulating.Insulating is the process of extruding ~~first~~ PVC ~~and then nylon (where applicable)~~ over the solid or stranded wire.

Jacketing.Jacketing is the process of extruding PVC over two or more insulated conductor wires, with or without an un-insulated ground wire, to form a finished product. The Company’s jacketing lines are integrated with packaging lines that cut the wire and coil it onto reels or package it in boxes or shrink-wrap. Jacketing also comprises extruding a nylon covering over some PVC insulated products, such as THWN-2.

Metal Cladding and Armoring.~~Armoring~~Metal cladding and armoring is the process of covering two or more insulated conductor wires, with or without an un-insulated ground wire, with a spiral interlocking cover of aluminum or steel to form a finished product.

Encore manufactures and tests all of its products in accordance with the standards of Underwriters Laboratories, Inc. (“U/L”), a nationally recognized testing and standards agency. Encore’s machine operators and quality control inspectors conduct ~~frequent~~routine product tests. ~~At three separate manufacturing stages, the Company spark tests insulated wire for defects.~~ The Company tests finished products for electrical continuity to ensure compliance with its own quality standards and those of U/L. Encore’s manufacturing lines are equipped with laser micrometers to measure wire diameter and insulation thickness while the lines are in operation. During each shift, operators ~~take~~perform and record routine physical measurements of products, all of which ~~Company inspectors randomly verify on a daily basis.~~are separately verified and approved by quality control inspectors. Although suppliers pretest PVC and nylon compounds, the Company tests products for aging, cracking and brittleness of insulation and jacketing. Additionally, UL representatives routinely visit and test products from each area of manufacturing.

Customers

Encore sells its wire principally to wholesale electrical distributors throughout the United States and, to a lesser extent, to retail home improvement centers. Most distributors supply products to electrical contractors. ~~The Company sells its products to at least 57%~~Encore’s customer base is numerous and diversified. Encore has no customer, the loss of the top 200 wholesale electrical distributors (by volume) in the United States according to information reported in the June 2007 issue of Electrical Wholesaling magazine. It should be noted, however, that this list is fairly broad in scope and includes distributors who do not sell copper electric building wire. No customer accounted for more than ten percent of net sales in 2007.which would have a material adverse effect on Encore.

Encore believes that the speed and completeness with which it fills customers’ orders is crucial to its ability to expand the market share for its products. The Company also believes that, in order to reduce costs, many customers do not maintain substantial inventories. Because of this trend, the Company seeks to maintain sufficient inventories to satisfy customers’ prompt delivery requirements.

Marketing and Distribution

Encore markets its products throughout the United States primarily through independent manufacturers’ representatives and, to a lesser extent, through its own direct marketing efforts.

Encore maintains the majority of its finished product inventory at its plant in McKinney, Texas. In order to provide flexibility in handling customer requests for immediate delivery of the Company’s products, additional product inventories are maintained at warehouses owned and operated by independent manufacturers’ representatives located throughout the United States. As of December 31, ~~2007,~~2010, additional product inventories are maintained at the warehouses of independent manufacturers’ representatives located in Chattanooga, Tennessee; Norcross, Georgia; Cincinnati, Ohio; ~~Detroit,~~Canton, Michigan; Edison, New Jersey; Louisville, Kentucky; Greensboro, North Carolina; Pittsburgh, Pennsylvania; Santa Fe Springs, California; and Hayward, California. Some of these manufacturers’ representatives, as well as the Company’s other manufacturers’ representatives, maintain offices without warehouses in numerous locations throughout the United States.

Finished goods are typically delivered to warehouses and customers by trucks operated by common carriers. The decision regarding the carrier to be used is based primarily on cost and availability.

The Company invoices its customers directly for products purchased and, if an order has been obtained through a manufacturer’s representative, pays the representative a commission based on pre-established rates. The Company determines ~~customers’~~customer credit limits. The Company’s bad debt experience in ~~2007, 2006~~2010, 2009, and ~~2005~~2008 was ~~0.003%~~0.00%, ~~0.0%~~0.00% and ~~0.03%~~0.13% of net sales, respectively. The manufacturers’ representatives have no discretion ~~to increase customers’ credit limits or~~ to determine prices charged for the Company’s products, and all sales are subject to approval by the Company. Encore sells all of its products with a one-year replacement warranty. Warranty expenses have historically been nominal.

Employees

Encore believes that its hourly employees are highly motivated and that their motivation contributes significantly to the plant’s efficient operation. The Company attributes the motivation of these employees largely to the fact that a significant portion of their compensation comes from incentive pay that is tied to productivity and quality standards. The Company believes that its incentive program focuses its employees on maintaining product quality.

Encore emphasizes safety to its manufacturing employees through its safety program. On a weekly basis, each team of employees meets to review safety standards and, on a monthly basis, a group of participants from each team discusses safety issues and inspects each area of the plant for compliance. The Company’s safety program is an integral part of its focus on cost control.

As of December 31, ~~2007,~~2010, Encore had ~~762~~737 employees, ~~658~~606 of whom were paid hourly wages and were primarily engaged in the operation and maintenance of the Company’s manufacturing and warehouse facility. The ~~remainder~~rest of the Company’s employees were executive, supervisory, administrative, sales and clerical personnel. The Company considers its relations with its employees to be good. The Company has no collective bargaining agreements with any of its employees.

Raw Materials

The principal raw materials used by Encore in manufacturing its products are copper cathode, copper scrap, PVC thermoplastic compounds, XLPE compounds, aluminum, steel, paper and nylon, all of which are readily available from a number of suppliers. Copper is the principal raw material used by the Company in manufacturing its products, constituting nearly 92% of the dollar value of all raw materials used by the Company during 2010. Copper requirements are purchased primarily from ~~producers~~miners and ~~merchants~~commodity brokers at prices determined each

month primarily based on the average daily COMEX closing prices for copper for that month, plus a negotiated premium. The Company also purchases raw materials necessary to manufacture various PVC thermoplastic compounds. These raw materials include PVC resin, clay and plasticizer.

The Company produces copper rod from purchased copper cathodes and copper scrap in its own rod fabrication facility. The Company ~~produces copper rod from purchased copper cathodes. The Company also~~ reprocesses copper scrap generated by its operations and copper scrap purchased from others. In ~~2007,~~2010, the Company’s copper rod fabrication facility manufactured the majority of the Company’s copper rod requirements.

The Company also compounds its own wire jacket and insulation compounds. The process involves the mixture of PVC raw material components to produce the PVC used to insulate the Company’s wire and cable products. The raw materials include PVC resin, clay and plasticizer. During ~~2007, this~~the last year, the Company’s plastic compounding facility produced virtually all of the Company’s PVC requirements.

Competition

The electrical wire and cable industry is highly competitive. The Company competes with several companies who manufacturer and sell wire and cable products beyond the building wire segment in which the Company competes. The Company’s primary competitors include Southwire Company, Cerro Wire ~~and Cable Co., Inc.,~~LLC, United Copper Industries and AFC Cable Systems, Inc.

The principal elements of competition in the electrical wire and cable industry are, in the opinion of the Company, ~~pricing,~~ order fill rate, quality, pricing, and, in some instances, breadth of product line. The Company believes that it is competitive with respect to all of these factors.

Competition in the electrical wire and cable industry, although intense, has been primarily from U.S. manufacturers, including foreign owned facilities located in the United States. The Company has encountered nolittle significant competition from imports of building wire. The Company believes this is primarily because direct labor costs generally account for a relatively small percentage of the cost of goods sold for these products.

Intellectual Property Matters

The Company owns the following federally registered ~~trademarks:~~trademarks with the U.S. Patent and Trademark Office: U.S. Registration Number 2,687,746 for the “ENCORE WIRE” mark; U.S. Registration Number 2,528,340 for the ~~mark~~ “NONLEDEX”; mark; U.S. Registration Number 1,900,498 for the ~~ENCORE WIRE LOGO design~~Miscellaneous Design mark; ~~and~~ U.S. Registration Number 2,263,692 for the ~~mark~~ “HANDY MAN’S CHOICE”. mark; U.S. Registration Number 3,652,394 for the “MCMP MULTIPURPOSE” (Stylized) mark; and U.S. Registration Number 3,616,771 for the “SUPER SLICK” mark; U.S. Registration Number 3,804,531 for the “EMERGMC” mark; U.S. Registration Number 3,854,489 for the “SMARTCOLOR ID” mark; U.S. Registration Number 3,859,358 for the “SUPER SLICK” mark; U.S. Registration Number 3,884,124 for the “SUPERSLICK ELITE” mark. The current terms of trademark protection for these marks will expire on various dates between ~~2009~~2012 and ~~2015,~~2019, but each term can be renewed indefinitely as long as the respective mark continues to be used in commerce.

The Company also owns ~~one~~the following pending ~~application~~applications: Application Number 77/704,999 for the “HCF-MCMP MULTIPURPOSE” mark, ~~“SUPER SLICK”, Application Number 77/252.066. The application~~which was filed on ~~August 10, 2007~~April 2, 2009 and for which a Notice of Allowance was ~~published~~issued on December 22, 2009; Application Number 77/779,397 for ~~opposition~~the “HCF-MP MULTIPURPOSE” mark, which was filed on July 13, 2009 and for which a Notice of Allowance was issued on April 20, 2010; Application Number 77/790,370 for the “ENCORE PERFORMANCE” mark, which was filed on July 27, 2009 and for which a Notice of Allowance was issued on February ~~12, 2008.~~15, 2011; Application Number 77/857,126 for the “SUPERBOND MCMP MULTIPURPOSE” mark, which was filed on October 26, 2009 and for which a Notice of Allowance was issued on July 29, 2010; Application

Number 77/907,735 for the “SMARTSLICK TECHNOLOGY” mark, which was filed on January 8, 2010 and for which a Notice of Allowance was issued on August 3, 2010; Application Number 77/907,931 for the “SUPERSLICK TECHNOLOGY” mark, which was filed on January 8, 2010 and for which a Notice of Allowance was issued on August 3, 2010; Application Number 77/942,361 for the “HCF-SG SMARTGROUND” mark, which was filed on February 23, 2010 and for which a Notice of Allowance was issued on December 21, 2010; Application Number 77/942,353 for the “MC-SG SMARTGROUND” mark, which was filed on February 23, 2010 and for which a Notice of Allowance was issued on December 21, 2010, Application Number 85/170,418 for the “MC-SG” mark, which was filed on November 5, 2010; and Application Number 85/195,515 for the “SMARTCOUNT” mark, which was filed on December 10, 2010. These trademarks provide source identification for the goods manufactured and sold by the Company and allow the Company to achieve brand recognition within the industry.

Although the Company has filed patent applications with the United States Patent and Trademark Office, it does not currently hold any patented intellectual property.

Internet Address/SEC Filings

The Company’s Internet address is http://www.encorewire.com. Under the ~~“Investor Relations-Corporate Governance”~~“Investors” section of our website, the Company provides a link to our electronic Securities and Exchange Commission (“SEC”) filings, including our annual report on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, director and officer beneficial ownership reports ~~under~~filed pursuant to Section 16 of the Securities Exchange Act of 1934, as amended, and any amendments to these reports. All such ~~filings~~reports are available free of charge and are available as soon as reasonably practicable after ~~filing.~~the Company files such material with, or furnishes it to, the SEC.

The public may read and copy any materials the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

~~ITEM~~Item 1A. ~~RISK FACTORS~~Risk Factors.

The following are ~~certain~~ risk factors that could affect the Company’s business, financial results and results of operations. These risk factors should be considered in connection with evaluating the forward-looking statements contained in this Annual Report on Form 10-K because these factors could cause the actual results and conditions to differ materially from those projected in forward-looking statements. Before purchasing the Company’s stock, an investor should know that making such an investment involves some risks, including the risks described below. This list highlights some of the major factors that could affect the Company’s operations or stock price, but cannot enumerate all the potential issues that management faces on a day-to-day basis, many of which are totally out of management’s control. If any of the risks mentioned below or ~~others~~other unknown risks actually occur, the Company’s business, financial condition or results of operations could be negatively affected. In that case, the trading price of its stock could fluctuate significantly.

Product Pricing and Volatility of Copper Market

Price competition for copper electrical wire and cable is intense, and the Company sells its product in accordance with prevailing market prices. Wire prices can, and frequently do change on a daily basis. This competitive pricing market for wire does not always mirror changes in copper prices, making margins highly volatile. Copper, a commodity product, is the principal raw material used in the Company’s manufacturing operations. Copper accounted for approximately ~~86.5%~~81.1%, 73.5% and ~~82.3%~~90.3% of its costs of goods sold during ~~2007~~2010, 2009 and ~~2006,~~2008, respectively, and the Company expects that copper will continue to account for a significant portion of these costs in the future. The price of copper fluctuates, depending on general economic conditions and in relation to supply and demand and other factors, and causes monthly variations in the cost of copper purchased by the Company. The Company cannot predict copper prices in the future or the effect of fluctuations in the costs of copper on the Company’s future operating results. Consequently, fluctuations in copper prices caused by market forces can significantly affect the Company’s financial results. With the volatility of both raw material prices and wire prices in the Company’s end market, hedging raw materials can be risky. Historically, the Company has not engaged in hedging strategies for raw material purchases.

Operating Results May Fluctuate

Encore’s quarterly results of operations may fluctuate as a result of a number of factors, including fluctuation in the demand for and shipments of the Company’s products. Therefore, quarter-to-quarter comparisons of results of operations have been and will be impacted by the volume of such orders and shipments. In addition, its operating results could be adversely affected by the following factors, among others, such as variations in the mix of product sales, price changes in response to competitive factors, increases in raw material costs and other significant costs, the loss of key ~~manufacturers~~manufacturer’s representatives who sell the Company’s product line, increases in utility costs ~~(particularly~~

(particularly electricity and natural gas) and various types of insurance coverage and interruptions in plant operations resulting from the interruption of raw material supplies and other factors.

Reliance on Senior Management

Encore’s future operating results depend, in part, upon the continued service of its senior management, ~~including,~~ Mr. Daniel L. Jones, the President and Chief Executive Officer, and Mr. Frank J. Bilban, the Company’s Vice President and Chief Financial Officer (neither of whom are bound by an employment agreement). The Company’s future success will depend upon its continuing ability to attract and retain highly qualified managerial and technical personnel. Competition for such personnel is intense, and there can be no assurance that the Company will retain its key managerial and technical employees or that it will be successful in attracting, assimilating or retaining other highly qualified personnel in the future.

Industry Conditions and Cyclicality

The residential, commercial and industrial construction industries, which are the end users of the Company’s products, are cyclical and are affected by a number of factors including ~~changes in interest rates,~~ the general condition of the economy, market demand and ~~market demand.~~changes in interest rates, among other factors. Industry sales of electrical wire and cable products tend to parallel general construction activity, which includes remodeling. Housing construction activity in the United States ~~softened~~declined significantly in 2006 and continued its downward trend through 2010, adversely affecting the Company’s business by reducing our customers’ demand for our products. Commercial and Industrial construction activity began declining at the beginning of 2008 and continued to decrease through 2010, further reducing demand for our products. The Company’s unit sales volume, as measured in pounds of copper wire sold, declined 12% in 2008 versus 2007, declined 15.6% in 2009 versus 2008 and declined another 3.8% in 2010 versus 2009. The company believes that the volume of product sold declined primarily as a result of the slowdown in construction throughout the United States. The Company also believes that the reduced percentage decline in the Company’s unit sales volume in 2010 was caused, in part, by the exit of a former competitor from the industry in the first quarter of 2010. However, despite this reduction, the ongoing recession will likely continue to have a negative impact on the housing and commercial building markets for the foreseeable future.

Deterioration in the financial condition of the Company’s customers due to current industry and economic conditions may result in reduced sales, an inability to collect receivables and payment delays or losses due to a customer’s bankruptcy or insolvency. Although the Company’s bad debt experience has been relatively low even in recent years, the Company’s inability to collect receivables may increase the amounts the Company must expense against its bad debt reserve, decreasing the Company’s profitability. In 2008, the Company wrote off $1.4 million in receivables which ~~has adversely affected our business as further described herein. There can be no assurance that future downturns~~were uncollectible, almost entirely due to one customer. The downturn in the residential, commercial or industrial construction industries ~~will not~~and general economic conditions as a whole may continue to have a material adverse effect on the Company.

Environmental Liabilities

The Company is subject to federal, state and local environmental protection laws and regulations governing the Company’s operations and the use, handling, disposal and remediation of hazardous substances currently or formerly used by the Company. A risk of environmental liability is inherent in the Company’s current manufacturing activities in the event of a release or discharge of a hazardous substance generated by the Company. Under certain environmental laws, the Company could be held jointly and severally responsible for the remediation of any hazardous substance contamination at the Company’s facilities and at third party waste disposal sites and could also be held liable for any consequences arising out of human exposure to such substances or other environmental damage. There can be no assurance that the costs of complying with environmental, health and safety laws and requirements in the Company’s current operations or the liabilities arising from past releases of, or exposure to, hazardous substances, will not result in future expenditures by the Company that could materially and adversely affect the Company’s financial results, cash flow or financial condition.

Competition

The electrical wire and cable industry is highly competitive. The Company competes with several manufacturers of wire and cable products that have substantially greater resources than the Company. Some of these competitors are owned and operated by large, diversified companies. The principal elements of competition in the wire and cable industry are, in the opinion of the Company, pricing, product availability and quality and, in some instances, breadth of product line. The Company believes that it is competitive with respect to all of these factors. While the number of firms producing wire and cable has declined in the past, there can be no assurance that new competitors will not emerge or that existing producers will not employ or improve upon the Company’s manufacturing and marketing

Common Stock Price May Fluctuate

Future announcements concerning Encore or its competitors or customers, quarterly variations in operating results, announcements of technological innovations, the introduction of new products or changes in product pricing policies by the Company or its competitors, developments regarding proprietary rights, changes in earnings estimates by analysts or reports regarding the Company or its industry in the financial press or investment advisory publications, among other factors, could cause the market price of the Common Stock to fluctuate substantially. These fluctuations, as well as general economic, political and market conditions, such as recessions, world events, military conflicts or market or market-sector declines, may materially and adversely affect the market price of the Common Stock.

Beneficial Ownership of the Company’s Common Stock by a Small Number of Stockholders

A small number of significant stockholders beneficially own greater than 50% of the outstanding common stock of the Company. These stockholders, acting together, could be able to control the election of directors and all matters requiring majority approval by the Company’s stockholders. The interests of this group of stockholders may not always coincide with the Company’s interests or the interests of other stockholders.

In the future, these stockholders could sell large amounts of common stock over relatively short periods of time. Sales of substantial amounts of the Company’s common stock in the public market by existing stockholders or the perception that these sales could occur, may adversely affect the market price of our common stock by creating a public perception of difficulties or problems with the Company’s business.

Future Sales of Common Stock Could Affect the Price of the Common Stock

No prediction can be made as to the effect, if any, that future sales of shares or the availability of shares for sale will have on the market price of the Common Stock prevailing from time to time. Sales of substantial amounts of Common Stock, or the perception that such sales might occur, could adversely affect prevailing market prices of the Common Stock.

~~ITEM~~Item 1B. ~~UNRESOLVED STAFF COMMENTS~~Unresolved Staff Comments.

None

~~ITEM~~Item 2. ~~PROPERTIES~~Properties.

Encore maintains its corporate office and manufacturing plant in McKinney, Texas, approximately 35 miles north of Dallas. The Company’s facilities are located on a combined site of approximately ~~121~~187 acres and consist of buildings containing approximately ~~1,374,000~~1,396,000 square feet of floor space, of which approximately ~~79,000~~81,000 square feet is used for office space and ~~1,295,000~~1,315,000 square feet is used for manufacturing and warehouse operations. The plant and equipment are owned by the Company and are not mortgaged to secure any of the Company’s existing indebtedness. Encore believes that its plant and equipment are suited to its present needs, comply with applicable federal, state and local laws and regulations, are properly maintained and adequately insured.

~~ITEM~~Item 3. ~~LEGAL PROCEEDINGS~~Legal Proceedings.

~~There are no material pending proceedings to which~~On July 7, 2009, Southwire Company, a Delaware corporation (“Southwire”), filed a complaint for patent infringement against the Company ~~is a party or~~and Cerro Wire, Inc. in the United States District Court for the Eastern District of ~~which any of its property is~~Texas. In the ~~subject. However,~~complaint, Southwire alleges that the Company has infringed one or more claims of United States Patent No. 7,557,301, entitled “Method of Manufacturing Electrical Cable Having Reduced Required Force for Installation,” by making and selling electrical cables, including the Company’s Super Slick cables. On February 5, 2010, the United States Patent and Trademark Office (the “USPTO”) ordered the re-examination of the U.S. Patent 7,557,301. In ordering re-examination of Southwire’s ‘301 patent, the USPTO has determined that the Company’s submission of prior art not previously considered during the original examination of the ‘301 patent has raised a substantial new

question of patentability of the claims of the ‘301 patent. In a re-examination office action dated September 24, 2010, the Examiner rejected all the claims of Southwire’s ‘301 patent over the newly cited prior art. Southwire filed a response to the examiner’s September 24, 2010 office action on October 25, 2010. In October 2010, the Court stayed the lawsuit for 6 months in light of the pending reexamination request. On November 23, 2010, the USPTO consolidated Southwire’s ‘301 patent re-examination with Cerro’s ‘301 patent re-examination. On December 16, 2010, Southwire filed amendments and arguments to address the consolidated rejections. The case is now pending with the examiner.

On August 24, 2009, Southwire filed a second complaint for patent and trademark infringement against the Company. In the second complaint, Southwire has alleged that the Company infringed one or more of the claims of United States Patent No. 6,486,395 entitled “Interlocked Metal Clad Cable” by making and selling electrical cables, including the Company’s MCMP Multipurpose cables. Southwire has also alleged that the Company has infringed Southwire’s United States Trademark registration for the mark, “MCAP”, Registration No. 3,292,777. The second complaint also alleges violations of Federal, State and Common law unfair competition claims. The Company has filed counterclaims against Southwire alleging claims of statutory and common law unfair competition violations, tortious interference with existing and prospective business relations, misappropriation and claims for declaratory relief.

On July 2, 2010, the Company filed a complaint against Southwire in the Northern District of Georgia. The complaint alleged that Southwire was using a misdescriptive trademark, and that Southwire had made false statements about the Company’s slick wire products. On July 6, 2010, the Company amended its complaint to seek a declaratory judgment that the Company’s slick wire products do not infringe Southwire’s United States Patent No. 7,749,024. Later on July 6, 2010, Southwire filed a complaint against the Company in the Eastern District of Texas for infringement of the ‘024 patent. The Company filed a request with the USPTO for reexamination of the ‘024 patent on October 8, 2010. The USPTO ordered the re-examination of the ‘024 patent on November 9, 2010. The re-examination is now pending with the examiner.

The complaints seek unspecified damages and injunctive relief. Regarding these claims asserted against the Company referenced above, potentially applicable factual and legal issues have not been resolved, the company has yet to determine if a liability is probable and the Company cannot reasonably estimate the amount of any loss associated with these matters. Accordingly, the Company has not recorded a liability for these pending lawsuits. The Company disputes all of Southwire’s claims and alleged damages and intends to vigorously defend the lawsuits and vigorously pursue its own claims.

The Company is also a party to litigation and claims arising out of the ordinary business of the Company.

~~ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS~~


Item 4.		(Removed and Reserved).

~~Not applicable.~~

EXECUTIVE OFFICERS OF THE COMPANY

Information regarding Encore’s executive officers including their respective ages as of March ~~7, 2008,~~1, 2011, is set forth below:


Name	Age		Position with Company
Daniel L. Jones		4447	President, Chief Executive Officer, and Member of the Board of Directors

Frank J. Bilban		5154	Vice President –— Finance, Treasurer, Secretary, and Chief Financial Officer

Mr. Joneshas ~~served as~~held the title of President and Chief Executive Officer of the Company since February 2006. He performed the duties of the Chief Executive Officer in an interim capacity from May 2005 ~~after serving as~~to February 2006. From May 1998 until February 2006, Mr. Jones was President and Chief Operating Officer of the ~~Company since May 1998. In May 1997, Mr. Jones was named Executive Vice President of the Company, and in October 1997, he was named Chief Operating Officer.~~Company. He previously held the ~~position~~positions of Chief Operating Officer from October 1997 until May 1998, Executive Vice President from May 1997 to October 1997, Vice President-Sales and Marketing ~~of Encore~~ from 1992 to May 1997, after serving as Director of Sales since joining the Company in November 1989. He has also ~~serves~~served as a member of the Board of ~~Directors.~~Directors since May 1994.

Mr. Bilbanhas served as Vice President-Finance, Treasurer, Secretary and Chief Financial Officer of Encore since June 2000. From 1998 until joining the Company in June 2000, Mr. Bilban was Executive Vice President and Chief Financial Officer of Alpha Holdings, Inc., a plastics manufacturing conglomerate. From 1996 until 1998, Mr. Bilban was Vice President and Chief Financial Officer of Wedge Dia-Log Inc., an oil field services company. From 1991 until 1996, Mr. Bilban held financial positions, including Division Controller, with the CT Film Division of Rexene Corporation. From 1978 until 1991 he was employed in various financial capacities with several divisions of Outboard Marine Corporation.

Performance Graph

The following graph is not “soliciting material,” is not deemed filed with the SEC, and is not to be incorporated by reference into any of the Company’s ~~filing~~filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, respectively.

The ~~following~~ graph below sets forth the cumulative total stockholder return, which assumes reinvestment of dividends, of a $100 investment in the Company’s Common Stock, the ~~Peer Group~~¹Company’s self-determined peer group for the year ended December 31, 2010, and ~~CRSP Total Return Index for The Nasdaq Stock Market (U.S. companies).~~the Russell 2000 Index.

The Company believes that although the companies included in the Peer Group engage in activities beyond the Company’s building wire line of business, they reasonably reflect the Company’s peers in the wire and cable industry.

~~COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN~~
~~AMONG THE COMPANY, PEER GROUP AND CRSP TOTAL RETURN INDEX~~
~~FOR THE NASDAQ STOCK MARKET~~
~~(U.S.)~~


		Initial		2006		2007		2008		2009		2010
Encore Wire Corporation	Return %				-3.30		-27.44		19.73		11.43		19.50
	Cum $		100.00		96.70		70.17		84.01		93.62		111.88

Russell 2000 Index	Return %				18.35		-1.55		-33.80		27.19		26.85
	Cum $		100.00		118.35		116.52		77.14		98.11		124.45

Peer Group	Return %				86.85		44.55		-67.50		33.41		40.27
	Cum $		100.00		186.85		270.09		87.78		117.10		164.26

Notes


(1)		~~Consists~~Data presented in the performance graph is complete through December 31, 2010.

The following financial data should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 8, “Financial Statements and Supplementary Data.” The table below presents, as of and for the dates indicated, selected historical financial information for the Company.


	Year Ended December 31,
	2010			2009			2008			2007			2006
				(In thousands, except per share amounts)
Statement of Income Data:
Net sales	$	910,222		$	649,613		$	1,081,132		$	1,184,786		$	1,249,330
Cost of goods sold		827,813			599,498			957,767			1,073,451			1,005,037

Gross profit		82,409			50,115			123,365			111,335			244,293
Selling, general and administrative expenses		57,073			43,767			61,180			60,400			59,793

Operating income		25,336			6,348			62,185			50,935			184,500
Interest and other income (expense)		(2,395	)		1,633			2,416			1,709			(74	)
Interest expense		(522	)		(3,181	)		(4,704	)		(5,834	)		(7,686	)

Income before income taxes		22,419			4,800			59,897			46,810			176,740
Income tax expense		7,129			1,164			20,126			16,014			61,607

Net income	$	15,290		$	3,636		$	39,771		$	30,796		$	115,133

Net income per common and common equivalent shares — basic	$	0.66		$	0.16		$	1.72		$	1.32		$	4.95

Net income per common and common equivalent shares — diluted	$	0.66		$	0.16		$	1.70		$	1.30		$	4.86

Weighted average common and common equivalent shares — basic		23,184			23,011			23,113			23,342			23,254
Weighted average common and common equivalent shares — diluted		23,342			23,298			23,396			23,690			23,674

~~ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA~~

Year Ended December 31,
2007 2006 2005 2004 2003
(In thousands, except per share amounts)
Statement of Income Data:

Net sales $ 1,184,786 $ 1,249,330 $ 758,089 $ 603,225 $ 384,750

Cost of goods sold 1,073,451 1,005,037 632,842 506,819 328,887

Gross profit 111,335 244,293 125,247 96,406 55,863

Selling, general and administrative expenses 60,400 59,793 46,335 42,218 31,090

Operating income 50,935 184,500 78,912 54,188 24,773

Other income (expense):

Interest and other income (expense) 1,709 (74 ) (7 ) 473 113

Interest expense (5,834 ) (7,686 ) (3,929 ) (2,857 ) (2,423 )

Income before income taxes 46,810 176,740 74,976 51,804 22,463

Income tax expense 16,014 61,607 24,898 18,444 8,087

Net income $ 30,796 $ 115,133 $ 50,078 $ 33,360 $ 14,376

Net income per common and common equivalent shares — basic $ 1.32 $ 4.95 $ 2.17 $ 1.45 $ 0.63

Net income per common and common equivalent shares — diluted $ 1.30 $ 4.86 $ 2.13 $ 1.42 $ 0.63

Weighted average common and common equivalent shares — basic 23,342 23,254 23,117 23,018 22,682

Weighted average common and common equivalent shares — diluted 23,690 23,674 23,537 23,528 22,924


	As of December 31,										As of December 31,
	2007		2006		2005		2004		2003		2010		2009		2008		2007		2006
	(In thousands)												(In thousands, except per share amounts)
Balance Sheet Data:

Working capital	$	346,910	$	333,865	$	199,113	$	132,682	$	106,257	$	283,944	$	276,882	$	378,033	$	346,910	$	333,865

Total assets		513,912		474,157		348,476		251,515		225,299		477,276		534,558		533,339		513,912		474,157

Long-term debt, net of current portion		100,910		98,974		70,438		49,836		53,425		—		—		100,675		100,910		98,974

Stockholders’ equity		354,969		327,121		210,535		159,544		121,776		407,377		392,984		389,619		354,969		327,121

Dividends paid		1,867		—		—		—		—
Annual dividends paid												1,854		1,840		1,853		1,867		—
Annual dividends paid per common share											$	0.08	$	0.08	$	0.08	$	0.08	$	0.00

~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANICAL CONDITION AND RESULTS OF OPERATIONS~~


Item 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Introduction

The following management’s discussion and analysis is intended to provide a better understanding of key factors, drivers and risks regarding the Company and the building wire industry.

Executive Overview

Encore Wire ~~as stated throughout this report,~~ sells a commodity product in a highly competitive market. Management strongly believes that the historical strength of the Company’s growth and earnings is attributable to the following main factors:

	•		~~Industry leading order fill rates and responsive customer service.~~

	•		~~Product innovations based on listening to and understanding customer needs.~~

	•		~~Low cost manufacturing operations, resulting from a state of the art manufacturing plant.~~

	•		~~A focused management team leading an incentivized work force.~~

	•		~~Low general and administrative overhead costs.~~

	•		~~A team of experienced independent manufacturers’ representatives with strong customer relationships across the United States.~~

Industry leading order-fill rates and responsive customer service.

Product innovations based on listening to and understanding customer needs.

Low cost manufacturing operations, resulting from a state of the art manufacturing complex.

A focused management team leading an incentivized work force.

Low general and administrative overhead costs.

A team of experienced independent manufacturers’ representatives with strong customer relationships across the United States.

These factors, and others, have allowed Encore Wire to grow from a startup in 1989 to ~~$1.185 billion~~what management believes is one of the largest copper electric building wire companies in ~~net sales in 2007.~~the United States of America. Encore has built a loyal following of customers throughout the United States. These customers have developed a brand preference for Encore Wire in a commodity product line, due to the reasons noted above, among others. The Company prides itself on striving to grow sales ~~only~~by expanding its product offerings where profit margins are acceptable. Senior management monitors gross margins daily, frequently extending down to the individual order level. Management strongly believes that this focused approach to the building wire business has produced success thus far and will lead to continued success.

The construction and remodeling industries drive demand for building wire. Housing construction activity in the United States softened significantly in 2006 and continued its downward trend ~~in 2007.~~through 2010. Nationally, commercial construction ~~has~~had been relatively strong ~~for the last three years~~through 2007, but ~~according~~slowed significantly in 2008, and continued downward through 2010. According to various industry and national economic forecasts the future is unclear for the next few years. The “credit crisis” and the resulting tightening of credit could continue to negatively impact the availability of capital to fund construction projects for some time to come. Data on remodeling is not as readily ~~available,~~available; however, remodeling activity ~~can trend~~has historically trended up when new construction slows down.

Effective June 30, 2007, the Company consummated a reorganization in order to merge the operations of its indirectly wholly-owned subsidiary, Encore Wire Limited, a Texas limited partnership, into the Company and reorganize the Company as an operating company. The reorganization simplified the Company’s corporate structure and was accomplished by a series of tax-free merger transactions. As a part of the reorganization, the Company became the primary obligor of the indebtedness under the Financing Agreement, the 2004 Note Purchase Agreement and the 2006 Note Purchase Agreement referred to in “Liquidity and Capital Resources”, below. The Company entered into amendments to each of such agreements and issued new notes to the banks and note holders.

General

Price competition for electrical wire and cable is intense, and the Company sells its products in accordance with prevailing market prices. Copper, a commodity product, is the principal raw material used by the Company in manufacturing its products. Copper accounted for approximately ~~86.5%~~81.1%, ~~82.3%, 76.8%, 73.0%,~~73.5% and ~~67.1%~~90.3% of the Company’s cost of goods sold during fiscal ~~2007, 2006, 2005, 2004,~~2010, 2009 and ~~2003,~~2008, respectively. The price of copper fluctuates, depending on general economic conditions and in relation to supply and demand and other factors, which causes monthly variations in the cost of copper purchased by the Company. ~~The price of copper rose gradually in 2003 and then accelerated its rise in the fourth quarter of 2003.~~ In ~~2004,~~2008, copper prices ~~trended upward in~~rose during the first quarter and then ~~traded in~~held at high levels through early July, before beginning a ~~range during the remainder of 2004. In 2005, copper prices rose slowly and steadily~~precipitous decline through the ~~first half~~rest of the year ~~and then more rapidly~~falling from a COMEX close of $3.92 per pound on July 1^st to close at $1.39 per pound on December 31^st. This unprecedented swift decline in copper prices mirrored that of many other commodities in the second half of 2008. In 2009, copper began at the ~~year. In 2006, copper prices~~2008 year end lows and rose ~~quickly from January through May and then slowly descended~~gradually throughout the ~~rest~~year, mirroring the rebound in global commodity prices. In 2010, copper traded between $3.00 and $3.50 per pound for most of the ~~year. In 2007, copper prices began~~first three quarters of the year before rising throughout the fourth quarter, finishing the year at ~~what proved to be a low point and then moved upward and traded in a fairly wide range during the year with significant volatility.~~$4.44. The Company cannot predict copper prices in the future or the effect of fluctuations in the cost of copper on the Company’s future operating results. Wire prices can, and frequently do change on a daily basis. This competitive pricing market for wire does not always mirror changes in copper prices, making margins highly volatile. With the volatility of both raw material prices and wire prices in the Company’s end market, hedging raw materials can be risky. Historically, the Company has not engaged in hedging strategies for raw material purchases.

Net sales were ~~$1.185~~$910.2 million in 2010, compared to $649.6 million in 2009 and $1.081 billion in ~~2007, compared to $1.249 billion in 2006 and $758.1 million in 2005.~~2008. The ~~5% decrease~~40.1% increase in net sales in ~~2007~~2010 versus ~~2006~~2009 was primarily the result of a ~~6% decrease~~45.8% increase in the average selling price of product sold ~~along with~~and a ~~change in the mix of product sold offset slightly by a 1% increase~~3.8% decrease in the volume of copper pounds of product sold. The average price of copper purchased ~~however,~~in 2010 increased ~~by 5%. This~~50.3% versus the 2009 average price. Unit volume declined in concert with declining industry sales due to the continued low level of construction activity in the United States as discussed throughout this report. The increased average selling prices for wire rose more in dollars per pound than the cost of copper ~~and decreased price of wire sold compressed~~purchased. This increased the spread between the sales price of wire and the price of raw copper, ~~affecting margins adversely. Margins were low throughout most of 2007, with the second quarter being the only quarter in which the Company experienced a significant increase in margins~~ and ~~earnings.~~increased margins. Margins were at their lowest during the first quarter when, as noted in prior filings and above, a competitor was sold and liquidated their remaining inventory at levels that depressed industry margins. Margins bounced back in the ~~fourth~~second quarter ~~during which copper prices were volatile~~ and ~~price cutting by competitors was rampant.~~then stabilized in the second half of the year at levels that allowed the Company to be profitable due in part to its’ low cost structure.

The ~~65% increase~~39.9% decrease in net sales in ~~2006~~2009 versus ~~2005~~2008 was primarily the result of a ~~73% increase~~28.8% decrease in the average selling price of product sold ~~along with~~and a ~~change in the mix of product sold offsetting a 4.5%~~15.6% decrease in the volume of copper pounds of product sold. Unit volume declined in concert with declining industry sales due to the continued low level of construction in the United States as discussed throughout this report. The ~~large increases in~~ average price of copper purchased in ~~2006 and 2005 were primarily driven~~2009 decreased by 29.4%. The decreased average selling prices for wire fell more in dollars per pound than the ~~increase in raw~~cost of copper prices. Changes in the mix of product sold also impacted the average prices to a lesser extent. Sales volume increases are generally due to several factors, including increased customer acceptance and product availability. Also in 2006 and 2005, the Company realized an increase inpurchased, decreasing the spread between the sales price of wire and the price of raw copper, ~~for the years as a whole, although the quarterly spreads varied widely.~~and decreasing margins. Margins were ~~low early in 2005, and then rebounded sharply in~~at their highest during the ~~second half of 2005 resulting in higher spreads, particularly in the fourth quarter of 2005. Margins during 2006 were volatile. The~~ first quarter and decreased steadily through the rest of ~~2006 had lower spreads. However, during~~ the second quarter as copper ran to a record high COMEX price of $4.07 on May 23, 2006, spreads rose to a record high. Margins and spreads slowly declined in the third quarter and then accelerated their decline in the fourth quarter of 2006.year.

Cost of goods sold was ~~$1.073 billion~~$827.8 million in ~~2007,~~2010 compared to ~~$1.005 billion in 2006 and $632.8~~$599.5 million in ~~2005.~~2009 and $957.8 million in 2008. Copper costs ~~increased to $929.0~~were $671.6 million in ~~2007 from $826.8~~2010 compared to $440.5 million in ~~2006~~2009 and ~~$486.1~~$865.2 million in ~~2005.~~2008. Copper costs as a percentage of net sales increased to ~~78.4%~~73.8% in ~~2007~~2010 from ~~66.2%~~67.8% in ~~2006~~2009 and ~~64.2%~~80.0% in ~~2005.~~2008. The increase as a percentage of net sales was due to copper costs increasing more than other ~~costs and more than the price of copper wire sold, in percentage terms as discussed above.~~costs. Other raw material costs as a percentage of net sales were ~~6.3%~~6.6%, ~~5.0%~~8.8%, and ~~8.3%~~6.6%, in ~~2007, 2006,~~2010, 2009, and ~~2005,~~2008, respectively. ~~The~~As noted above, copper costs are the largest component of costs and therefore the most significant driver of sales prices of wire. Accordingly, the increase in ~~2007 is due primarily~~copper prices in 2010 caused other costs to ~~the decrease~~shrink in ~~average~~terms of their percentage of sales ~~prices for~~dollars. However, despite the ~~Company’s products as discussed above, along with an increase in plastic prices driven by higher oil prices. The decrease in 2006 is due primarily to the Company’s~~ cost of other raw materials dropping from 8.8% of net sales in 2009 to 6.6% in 2010, on a cents per pound basis, the cost of other raw materials actually increased by 10.4% in 2010 versus 2009, consistent with the cost of copper and other commodities, albeit at a lower rate of increase. The cost of other raw materials declined 5.6% on a cents per pound basis during 2009. Material cost percentages in 2008 were offset by a 4.8% LIFO credit,

while in 2009 they were increased by a 5.6% LIFO debit (expense). In 2010, material costs were increased by a 3.0% LIFO debit (expense). Taking LIFO into account along with copper ~~sold increasing less than~~and other materials, the ~~price~~“total LIFO adjusted materials cost” in 2010 was 83.4% of ~~copper wire sold.~~ sales versus 82.2% in 2009 and 81.8% in 2008.

Depreciation, labor and overhead costs as a percentage of net sales were ~~6.5%~~7.5% in ~~2007,~~2010 compared to ~~5.5%~~10.1% in ~~2006~~2009 and ~~8.1%~~6.8% in ~~2005.~~2008. The percentage decrease of depreciation, labor and overhead costs in 2010 (as with other raw materials) was due primarily to the precipitous increase in copper driven sales dollars exceeding the percentage increase in depreciation, labor and overhead costs. The percentage increase in ~~2007~~2009 was due primarily to the precipitous drop in copper-driven sales dollars exceeding the percentage drop in depreciation, labor and overhead costs, despite lower production volumes in concert with lower unit sales. This disparity is due to the ~~lower production volumes~~fact that depreciation, labor and ~~decrease in unit inventory at year-end, coupled with slightly higher~~ overhead costs ~~during the year. The percentage decrease in 2006 was due to these costs containing significant~~have fixed or semi-fixed components ~~versus the elastic nature of the price of copper wire sold.~~and do not vary directly with unit volumes.

Inventories consist of the following at December 31 (in thousands):


	2007			2006			2005			2010			2009			2008
Raw materials	$	28,190		$	18,259		$	11,288		$	27,092		$	14,497		$	16,184
Work-in-process		14,919			17,998			8,428			19,889			12,239			8,746
Finished goods		113,756			149,962			84,665			81,940			75,239			63,718

		156,865			186,219			104,381			128,921			101,975			88,648
Adjust to LIFO cost		(74,852	)		(82,272	)		(36,449	)		(86,817	)		(59,412	)		(23,115	)
Lower of cost or market adjustment		—			—			—			—			—			—

	$	82,013		$	103,947		$	67,932		$	42,104		$	42,563		$	65,533

Selling expenses, which include freight and sales commissions, were ~~$51.1~~$38.7 million in ~~2007, $51.2~~2010, $31.7 million in ~~2006~~2009 and ~~$38.5~~$48.0 million in ~~2005.~~2008. As a percentage of net sales, selling expenses ~~increased~~decreased slightly to ~~4.3%~~4.2% in ~~2007,~~2010, versus ~~4.1%~~4.9% in ~~2006~~2009 and ~~5.1%~~4.5% in ~~2005. 2007 was almost unchanged from 2006, while the percentage drop in 2006 was~~2008. The 2010 decrease is due to freight ~~expenses~~costs dropping as a percentage of the increased sales dollars. The 2009 percentage increase is due to freight costs. Freight costs increased due to shifts in ~~relation to~~regional sales ~~which increased dramatically~~and lower average order sizes resulting in ~~2006.~~higher freight costs. General and administrative expenses, as a percentage of net sales, were ~~0.8%~~2.0% in ~~2007, 0.7%~~2010, 1.8% in ~~2006~~2009 and 1.0% in ~~2005. 2007~~2008. The slight percentage increase in 2010 is due to higher administrative, legal and state tax expenses. The 2009 percentage increase was ~~almost unchanged from 2006, while in 2006 general and administrative costs decreased as a percent of net sales~~primarily due to the semi-fixed ~~nature~~costs being divided by lower dollar sales. In 2010 and 2009 accounts receivable write-offs were negligible. The Company did increase the bad debt reserve by $300,000 per year in 2010 and 2009 to provide for potential bad debt expenses. During 2008, the Company wrote off $1.4 million in receivables which were uncollectible, almost entirely due to one customer. The Company wrote these amounts off against the bad debt reserve. The Company expensed $2.4 million or 0.2% of ~~many~~net sales during 2008 resulting in a bad debt reserve balance of ~~these costs.~~$2.0 million. This balance was raised to this level at year-end after taking into account the state of the U.S. economy and the construction and building wire industries, among other factors.

Interest expense decreased to ~~$5.8~~$0.5 million in ~~2007~~2010 from ~~$7.7~~$3.2 million in ~~2006~~2009 and ~~$3.9~~$4.7 million in ~~2005.~~2008. As discussed in detail in previous filings, the Company paid off its’ long-term debt in January of 2010. The decrease in ~~2007~~2009 was due to ~~the~~ lower average ~~debt levels versus 2006, while~~interest rates on the ~~increase in 2006 was due to the higher average debt levels in 2006 versus 2005.~~same amount of debt. The Company capitalized interest expense relating to the construction of assets in the amounts of approximately ~~$829,000~~$29,000 in ~~2007, $657,000~~2010, $354,000 in ~~2006~~2009 and ~~$213,000~~$659,000 in ~~2005.~~2008.

The Company’s effective tax rate was ~~34.2%~~31.8% in ~~2007, 34.9%~~2010, 24.3% in ~~2006~~2009 and ~~33.2%~~33.6% in ~~2005. The lower effective~~2008, commensurate with the Company’s tax rate in 2005 is primarily due to the Company adjusting deferred tax liabilities by $0.8 million in the first quarter, lower overall state tax expense and realizing an approximate 1% reduction from the benefits of the American Jobs Creation Act of 2004. The Jobs Creation Act of 2004 also reduced the 2007 rate approximately 1.4% versus the 2006 rate and a cumulative 3.64% from 2004.

liabilities. The American Jobs Creation Act of 2004 provides a deduction from income for qualified domestic production activities that generally will be phased in from 2005 through 2010. ~~Subsequently, the Financial Accounting Standards Board~~

~~(“FASB”) passed FSP FAS 109-1, which indicates that the available qualified domestic production activity deduction will be treated as a “special deduction” as described in SFAS No. 109.~~ Accordingly, the impact of any ~~deductions~~deduction is being reported in the period for which the deduction will be claimed on the Company’s tax return. The domestic production activity deduction reduced the 2010 effective tax rate approximately 5.34%.

As a result of the foregoing factors, the Company’s net income was ~~$30.8~~$15.3 million in ~~2007, $115.1~~2010, $3.6 million in ~~2006~~2009 and ~~$50.1~~$39.8 million in ~~2005.~~2008.

Off-Balance Sheet Arrangements

The Company does not currently have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that isare material to investors.

Liquidity and Capital Resources

The following table summarizes the Company’s cash flow ~~activities:~~activities (in thousands):

Year Ended December 31,
2007 2006 2005
(In thousands)
Net income $ 30,796 $ 115,133 $ 50,078
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization 13,819 12,437 12,421
Other non-cash items 5,358 (2,113 ) (3,385 )
(Increase) decrease in accounts receivable, inventory and other assets 17,830 (74,087 ) (96,641 )
Increase (decrease) in trade accounts payable accrued liabilities and other liabilities 16,982 (37,119 ) 32,524

Net cash provided by (used in) operating activities 84,785 14,251 (5,003 )

Investing activities:
Purchases of property, plant and equipment (net) (28,232 ) (22,112 ) (16,890 )

Financing activities:
Increase (decrease) in indebtedness, net — 28,800 21,363
Issuances of common stock 622 692 512
Tax benefit of option exercise 95 805 —
Deferred financing fees — (455 ) —
Dividend paid (1,867 ) — —
Termination of interest rate swap 929 — —
Purchase of treasury stock (2,040 ) — —

Net cash provided by (used in) financing activities (2,261 ) 29,842 21,875

Net increase (decrease) in cash $ 54,292 $ 21,981 $ (18 )


	Year Ended December 31,
	2010			2009			2008
Net cash provided by operating activities	$	2,444		$	28,605		$	162,092
Net cash used in investing activities		(21,629	)		(18,783	)		(17,635	)
Net cash used in financing activities		(104,332	)		(719	)		(5,686	)

Net increase (decrease) in cash and cash equivalents	$	(123,517	)	$	9,103		$	138,771

The Company maintains a substantial inventory of finished products to satisfy customers’ prompt delivery requirements. As is customary in the industry, the Company provides payment terms to most of its customers that exceed terms that it receives from its suppliers. Therefore, the Company’s liquidity needs have generally consisted of ~~operating~~working capital necessary to finance receivables and inventory. Capital expenditures have historically been necessary to expand and update the production capacity of the Company’s manufacturing operations. The Company has

the banks. The calculated maximum borrowing amount available at December 31, ~~2007,~~2010, as computed under the Financing Agreement was $149,660,000. Borrowings under the line of credit bear interest, at the Company’s option, at either (1) LIBOR plus a margin that varies from 1.0% to 1.75% depending upon the ratio of debt outstanding to adjusted earnings or (2) the base rate (which is the higher of the federal funds rate plus 0.5% or the prime rate) plus 0% to 0.25% (depending upon the ratio of debt outstanding to adjusted earnings). A commitment fee ranging from 0.20% to 0.375% (depending upon the ratio of debt outstanding to adjusted earnings) is payable on the unused line of credit. On December 31, 2010, there were no borrowings outstanding under the Financing Agreement. Obligations under the Financing Agreement are the only contractual borrowing obligations or commercial borrowing commitments of the Company.

Obligations under the Financing Agreement are unsecured and contain customary covenants and events of default. The Company was not in compliance with these covenants as of December 31, 2009. The Company received a waiver for those covenant violations from the two banks for the December 31, 2009 reporting period. In the first quarter of 2010, the Company executed an amendment to the Financing Agreement that reduced the fixed charge ratio that the Company must maintain and amended certain related definitions. The Company was ~~$200,000,000.~~in compliance with the revised covenants as of December 31, 2010.

The Company, through its agent bank, iswas also a party to a Note Purchase Agreement ~~(the “2004 Note Purchase Agreement”)~~ with Hartford Life Insurance Company, Great-West Life & Annuity Insurance Company, London Life Insurance Company and London Life and Casualty Reinsurance Corporation (collectively, the “2004 Purchasers”), whereby the Company issued and sold $45,000,000 of 5.27% Senior Notes, Series 2004-A, due August 27, 2011 (the “Fixed Rate Senior Notes”) to the 2004 Purchasers, the proceeds of which were used to repay a portion of the Company’s outstanding indebtedness under its previous financing agreement. Through its agent bank, the Company was also a party to an interest rate swap agreement to convert the fixed rate on the Fixed Rate Senior Notes to a variable rate based on LIBOR plus a fixed adder for the seven-year duration of these notes. Commensurate with declining interest rates, the Company elected to terminate, prior to its maturity, this swap agreement on November 29, 2007. As a result of this swap termination, the Company received cash proceeds and realized a net settlement gain of $929,231 that was recorded as an adjustment to the carrying amount of the related debt in the consolidated balance sheet. This settlement gain will be amortized into earnings over the remaining term of the associated long term notes payable.

On September 28, 2006, the Company, through its agent bank, entered into a second Note Purchase Agreement ~~(the “2006 Note Purchase Agreement”)~~ with Metropolitan Life Insurance Company, Metlife Insurance Company of Connecticut and Great-West Life & Annuity Insurance Company, whereby the Company issued and sold $55,000,000 of Floating Rate Senior Notes, Series 2006-A, due September 30, 2011 (the “Floating Rate Senior Notes”), the proceeds of which were used to repay a portion of the Company’s outstanding indebtedness under its Financing Agreement.

~~Obligations under~~On January 15, 2010, the ~~Financing Agreement,~~Company used available cash to pay off all of its then outstanding debt, comprised of the Fixed Rate Senior Notes and the Floating Rate Senior ~~Notes are unsecured and contain customary covenants and events of default.~~Notes. The Company ~~was in compliance~~paid off the $100 million debt with ~~these covenants as of December 31, 2007. Under the Financing Agreement, the 2004 Note Purchase Agreement~~a payment totaling $103.8 million, which included accrued and ~~the 2006 Note Purchase Agreement, the Company is allowed~~unpaid interest, along with a pre-payment fee applicable to ~~pay cash dividends. At December 31, 2007, the total balance outstanding under the Financing Agreement,~~ the Fixed Rate Senior ~~Notes~~Notes. The Company incurred a one-time charge of $2.6 million in the first quarter of 2010 in connection with this transaction and expects to realize a net cash savings of $1.8 million based on interest rates in effect at the Floating Rate Senior Notes was $100,000,000. Amounts outstanding under the Financing Agreement are payable on August 27, 2009, with interest payments due quarterly. Interest payments on the Fixed Rate Senior Notes are due semi-annually, while interest payments on the Floating Rate Senior Notes are due quarterly. Obligations under the Financing Agreement, the 2004 Note Purchase Agreement and the 2006 Note Purchase Agreement are the only contractual borrowing obligations or commercial borrowing commitmentstime of the ~~Company.~~payoff, over the original remaining life of the notes.

On November 10, 2006, the Board of Directors ~~of the Company~~ approved a stock repurchase program ~~covering~~authorizing the ~~purchase of~~Company to repurchase up to 1,000,000 ~~additional~~ shares of its common stock ~~dependent upon market conditions. Common stock purchases under this program were authorized~~ through December 31, 2007 on the open market or through privately negotiated transactions at prices determined by the President of the Company. ~~There were no repurchases of stock in 2005 or 2006. This stock repurchase plan replaced the prior stock repurchase plan. On November 28, 2007, the~~The Company’s Board of Directors has subsequently authorized ~~an extension~~annual extensions of ~~the~~this stock repurchase ~~plan~~program through ~~December~~March 31, ~~2008 for~~2012 and has authorized the ~~remaining 990,000 shares.~~repurchase of up to 2,610,000 shares of its common stock. The Company repurchased ~~124,400~~1,327 shares of its stock in ~~2007, all during~~2010 and zero shares of its stock in 2009. All shares purchased under the ~~fourth quarter.~~program were purchased on the open market by the Company’s broker pursuant to a Rule 10b5-1 plan announced on November 28, 2007.

Cash provided by operations was ~~$84.8~~$2.4 million in ~~2007~~2010 compared to cash provided by operations of ~~$14.3~~$28.6 million in ~~2006~~2009 and cash ~~used in~~provided by operations of ~~$5.0~~$162.0 million in ~~2005.~~2008. The ~~increase~~decrease in cash provided by operations of ~~$70.5~~$26.2 million in ~~2007~~2010 versus ~~2006~~2009 was due to several factors. In 2010, cash used for increased accounts receivable increased by $50.2 million more than in 2009, while inventory decreases provided $22.5 million less cash in 2010 than in 2009. This net $72.7 million negative swing in the use of cash was largely offset by several positive swings in sources of cash, including: $22.7 million from increased accounts payable and accrued liabilities, $11.7 million from increased net income and $5.5 million from increased taxes payable. Accounts receivable increased due to the increased sales dollars in 2010. Inventory dollars were virtually flat in 2010 versus a $23.0 million decrease in 2009.

The decrease in cash provided by operations of $133.4 million in 2009 versus 2008 was due primarily to the ~~$48.2~~$95.5 million ~~positive change~~swing in the accounts receivable category from 2008 to 2009. In 2008, accounts receivable fell $88.2 million, while in 2009 accounts receivable rose by $7.3 million resulting in a ~~$58.0~~negative swing of $95.5 million ~~positive change~~ in ~~inventory and a $46.1 million positive change~~cash related to accounts receivable. Also contributing to the decreased cash provided by operations in ~~current income taxes payable. These positive cash flows were offset by~~2009 was the ~~$84.3 million negative change~~decrease in net income ~~in 2007 versus 2006~~of $36.1 million, and ~~a $14.3~~an $11.8 million negative ~~change~~swing in ~~prepaid expenses. Unlike 2006, 2007 did not see the large increases~~deferred income taxes partially offset by an increase in accounts payable and other accrued liabilities of $24.9 million.

receivable and inventory balances. Receivables were virtually flat in 2007 and net inventories declined by $21.9 million during the year. The positive change in taxes is due to the fact that at the end of 2006, the Company was owed a large tax refund as explained below. At the end of 2007 the Company is owed approximately $9.8 million from various tax jurisdictions, principally the I.R.S.

The increase in cash flows provided in 2006 versus 2005 was due primarily to the $65.0 million increase in net income and a $23.5 million positive change in prepaid expenses offset by a $61.9 million negative change in taxes receivable. The taxes receivable change is due to the Company being required to make high estimated tax payments to the I.R.S. based on the record earnings trend early in 2006. The Company was owed a $17.8 million tax refund as of December 31, 2006. The decrease in cash in 2005 was due primarily to a $56.5 million increase in accounts receivable and a $28.8 million increase in inventories, offset by $16.7 million increase in net income, a $23.7 million increase in taxes payable and a $7.8 million increase in accounts payable and accrued liabilities. The increases in cash required for accounts receivable and inventories were primarily due to the rise in raw material prices during 2005 that drove sales higher as discussed above, and in the case of inventories, an increase in the quantity of inventory on hand at year-end. Increases in taxes payable and accounts payable are primarily due to timing issues at year-end.

Cash used in investing activities increased to ~~$28.2~~$21.6 million in ~~2007~~2010 from ~~$22.1~~$18.8 million in ~~2006 and $16.9~~2009, versus $17.6 million in ~~2005.~~2008. In ~~2007,~~2010, the funds were used for machinery and equipment, constructing a new research & development building and land purchases. In both 2009 and 2008, capital expenditures were made ~~primarily to construct a new office building~~on various machinery and continue the armored cable expansion. During 2006 and 2005, capital expenditures were made primarily in conjunction with the building of the new armored cable plant and machinery that will be used in the manufacture of armored cable.equipment purchases.

The cash used in financing activities of ~~$2.3~~$104.3 million in ~~2007~~2010 was primarily the result of the Company’s early retirement of long-term notes payable discussed above. The cash used in financing activities of $0.7 million in 2009 consisted of $1.8 million in dividend payments offset by $0.7 million proceeds from issuance of Company stock related to employees exercising stock options and $0.4 million arising from excess tax benefits of the options exercised. The cash used in financing activities of $5.6 million in 2008 consisted primarily of $4.0 million for the stock repurchase program discussed above ~~of $2.0~~and $1.9 million ~~and~~ to pay dividends of $1.9 million, offset by the $0.9 million cash received to terminate a swap agreement discussed above and $0.6 million of proceeds from the issuance of company stock related to employees exercising stock options. The cash provided by financing activities of $29.8 million in 2006 was used primarily to fund increased working capital requirements and capital expenditures as discussed above. The cash provided by financing activities of $21.9 million in 2005 was used primarily to fund capital expenditures and increased working capital requirements.dividends.

During ~~2008,~~2011, the Company expects its capital expenditures will consist primarily of maintaining and adding manufacturing equipment for its building wire operations. The Company also expects its future working capital requirements may ~~increase during 2008~~fluctuate as a result of ~~continued increases~~changes in unit sales volumes and ~~potential increases in~~ the price of ~~copper.~~copper and other raw materials. The Company believes that ~~the~~its cash balance, cash flow from operations and the financing available from its revolving credit facility will satisfy working capital and capital expenditure requirements for the next twelve months.

Contractual Obligations

As shown below, the Company had the following contractual obligations as of December 31, ~~2007.~~2010.

Payments Due By Period ($ in Thousands)
Less Than More Than
Contractual Obligations Total 1 Year 1-3 Years 3-5 Years 5 Years

Long-Term Debt Obligations $ 100,000 $ — $ — $ 100,000 $ —
Capital Lease Obligations — — — — —
Operating Lease Obligations — — — — —
Purchase Obligations 6,452 6,452 — — —

Total
$ 106,452 $ 6,452 $ — $ 100,000 $ —


	Payments Due By Period ($ in Thousands)
			Less Than						More Than
Contractual Obligations	Total		1 Year		1-3 Years		3-5 Years		5 Years

Long-Term Debt Obligations	$	—	$	—	$	—	$	—	$	—
Capital Lease Obligations		—		—		—		—		—
Operating Lease Obligations		—		—		—		—		—
Purchase Obligations		32,723		32,723		—		—		—


Total	$	32,723	$	32,723	$	—	$	—	$	—


Note:		Amounts listed as purchase obligations consist of open purchase orders for major raw material ~~purchase orders~~purchases and ~~$4.3~~$2.4 million of capital equipment and construction purchase orders open as of December 31, ~~2007.~~2010.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of its financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these financial statements 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. See Note 1 to the Consolidated Financial Statements. Management

believes the following critical accounting policies affect its more significant estimates and assumptions used in the preparation of its consolidated financial statements.

Inventories are stated at the lower of cost, using the last-in, first out (LIFO) method, or market. The Company maintains only one inventory pool for LIFO purposes as all inventories held by the Company generally relate to the Company’s only business segment, the manufacture and sale of copper electrical building wire products. As permitted by U.S. generally accepted accounting principles, the Company maintains its inventory costs and cost of goods sold on a first-in, first-out (FIFO) basis and makes a quarterly adjustment to adjust total inventory and cost of goods sold from FIFO to LIFO. The Company applies the lower of cost or market (LCM) test by comparing the LIFO cost of its raw materials, work-in-process and finished goods inventories to estimated market values, which are based primarily upon the most recent quoted market price of copper and finished wire prices as of the end of each reporting period. ~~As of December 31, 2007,~~The Company performs a ~~$0.20 reduction in the fair market value of copper per pound would not have resulted in any~~ lower of cost or market ~~reserve for the year ended~~calculation quarterly. As of December 31, ~~2007.~~2010, no LCM adjustment was required. However, ~~larger~~ decreases in copper prices could necessitate establishing an LCM reserve in future periods. Additionally, future reductions in the quantity of inventory on hand could cause copper that is carried in inventory at costs different from the cost of copper in the period in which the reduction occurs to be included in costs of goods sold for that period at the different price.

payment discounts and customer rebates is estimated based upon historical experience and other relevant factors and is recorded within the same period that the revenue is recognized.

The Company has provided an allowance for losses on customer receivables based upon estimates of those customers’ inability to make required payments. Such allowance is established and adjusted based upon the makeup of the current receivable portfolio, past bad debt experience and current market conditions. If the financial condition of our customers was to deteriorate and impair their ability to make payments to the Company, additional allowances for losses might be required in future periods.

~~Recent Accounting Pronouncements~~

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of Statement of Financial Accounting Standards No. 109 (“FIN 48”). FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company adopted FIN 48 at the beginning of 2007. The impact of the adoption was immaterial.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“SFAS No. 157”). This statement establishes a framework for fair value measurements in the financial statements by providing a single definition of fair value, provides guidance on the methods used to estimate fair value and increases disclosures about estimates of fair value. SFAS No. 157 will be effective for financial assets and liabilities in financial statements issued for fiscal years beginning after November 15, 2007 and will be effective for non-financial assets and liabilities in financial statements issued for fiscal years beginning after November 15, 2008. The Company is currently evaluating the impact of the adoption of this statement on its consolidated financial statements.

Information Regarding ~~Forward Looking~~Forward-Looking Statements

This report contains various forward-looking statements and information that are based on management’s belief as well as assumptions made by and information currently available to management. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Such statements are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected.

Among the key factors that may have a direct bearing on the Company’s operating results and stock price are:

	•		Fluctuations in the global and national economy.

	•		Fluctuations in the level of activity in the construction and remodeling industries.

	•		Demand for the Company’s products.

	•		The impact of price competition on the Company’s margins.

	•		Fluctuations in the price of copper and other key raw materials.

	•		The loss of key manufacturers’ representatives who sell the Company’s product line.

	•		Fluctuations in utility costs, especially electricity and natural gas.

	•		Fluctuations in insurance costs of various types.

	•		Weather related disasters at the Company’s and/or key vendor’s operating facilities.

	•		Stock price fluctuations due to “stock market expectations.”

	•		Unforeseen future legal issues and/or government regulatory changes.

	•		Patent and intellectual property disputes.

	•		Fluctuations in the Company’s financial position or national banking issues that impede the Company’s ability to obtain reasonable financing.

This list highlights some of the major factors that could affect the Company’s operations or stock price, but cannot enumerate all the potential issues that management faces on a daily basis, many of which are totally out of management’s control. For further discussion of the factors described herein and their potential effects on the Company, see “Item 1. Business,” “Item 1A. Risk Factors,” “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 7A. Quantitative and Qualitative Disclosures About Market Risk.”

~~ITEM~~Item 7A. ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Quantitative and Qualitative Disclosures about Market Risk.

The Company does not engage in metal futures trading or hedging activities and does not enter into derivative financial instrument transactions for trading or other speculative purposes. However, the Company is generally exposed to commodity price and interest rate risks.

The Company purchases copper cathode primarily from ~~producers~~miners and ~~merchants~~commodity brokers at prices determined each month based on the average daily COMEX closing prices for copper for that month, plus a negotiated premium. As a result, fluctuations in copper prices caused by market forces can significantly affect the Company’s financial results.

Interest rate risk is attributable to the Company’s long-term debt. ~~The~~As of December 31, 2010, the Company iswas a party to the Financing ~~Agreement, the 2004 Note Purchase Agreement and the 2006 Note Purchase~~ Agreement. Amounts outstanding under the Financing Agreement, as amended, are payable on August ~~27, 2009,~~6, 2013, with interest payments due quarterly. Amounts outstanding under the $45 million 2004 Note Purchase Agreement are payable on August 27, 2011, with interest only payments due semi-annually. Amounts outstanding under the $55 million 2006 Note Purchase Agreement are payable on September 30, 2011, with interest only payments due quarterly. At December 31, ~~2007,~~2010, the balance outstanding under the Financing Agreement was ~~zero and the collective balance outstanding under the 2004 and 2006 Note Purchase Agreements was $100 million, and the average interest rate was 6.29%.~~ zero.

There is inherent rollover risk for borrowings under the Financing Agreement as ~~they~~such borrowings mature and are renewed at current market rates. The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and the Company’s future financing requirements. ~~Holding borrowing levels at December 31, 2007 constant,~~Assuming that the Company had $100 million of outstanding debt, an average 1% interest rate increase in ~~2008~~2011 would increase the Company’s interest expense by $1,000,000.

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders
Encore Wire Corporation

We have audited the accompanying consolidated balance sheets of Encore Wire Corporation (the Company) as of December 31, ~~2007~~2010 and ~~2006,~~2009, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, ~~2007.~~2010. These 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 the standards of the Public Company Accounting Oversight Board (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 financial statements referred to above present fairly, in all material respects, the consolidated financial position of Encore Wire Corporation at December 31, ~~2007~~2010 and ~~2006,~~2009, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2007,~~2010, in conformity with U.S. generally accepted accounting principles.

~~As discussed in Note 1 to the consolidated financial statements, effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004),~~~~Share Based Payment~~~~, in accounting for equity-based compensation.~~

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Encore Wire Corporation’s internal control over financial reporting as of December 31, ~~2007,~~2010, based on criteria established inInternal Control-Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March ~~6, 2008~~4, 2011 expressed an unqualified opinion thereon.

~~/s/ Ernst & Young LLP~~



	/s/ Ernst & Young LLP

Dallas, Texas
March ~~6, 2008~~4, 2011

Encore Wire Corporation

Consolidated Balance Sheets


	December 31						December 31
In Thousands of Dollars, Except Share Data	2007			2006			2010			2009

Assets
Current assets:
Cash and cash equivalents	$	78,895		$	24,603		$	103,252		$	226,769
Accounts receivable, net of allowance for losses of $1,003 and $884 in 2007 and 2006, respectively		216,780			214,963
Accounts receivable, net of allowance for losses of $2,582 in 2010 and $2,278 in 2009								190,364			133,176
Inventories		82,013			103,947			42,104			42,563
Income taxes receivable		9,784			18,523			—			2,660
Current deferred income taxes		—			2,301			4,485			—
Prepaid expenses and other		8,503			6,713			1,892			2,331

Total current assets		395,975			371,050			342,097			407,499

Property, plant and equipment — at cost:
Property, plant and equipment – at cost:
Land and land improvements		10,837			9,592			17,971			13,177
Construction-in-progress		10,058			6,671			15,564			6,481
Buildings and improvements		61,342			47,065			69,440			68,125
Machinery and equipment		142,867			136,552			174,916			168,984
Furniture and fixtures		6,124			4,073			7,066			6,742

		231,228			203,953			284,957			263,509

Accumulated depreciation		(113,397	)		(100,966	)		(149,972	)		(136,653	)

Property, plant and equipment — net		117,831			102,987
Property, plant and equipment – net								134,985			126,856

Other assets		106			120			194			203

Total assets	$	513,912		$	474,157		$	477,276		$	534,558


Liabilities and Stockholders’ Equity
Current liabilities:
Trade accounts payable	$	22,170		$	13,413		$	32,897		$	11,942
Accrued liabilities		23,162			23,772			23,191			17,140
Current income taxes payable								2,065			—
Current deferred income taxes		3,733			—			—			1,105
Current portion of notes payable								—			100,430

Total current liabilities		49,065			37,185			58,153			130,617

Noncurrent deferred income taxes		8,968			9,851			11,746			10,957
Long-term notes payable		100,910			98,974
Other long-term liabilities		—			1,026

Commitments and contingencies

Stockholders’ equity:
Convertible preferred stock, $.01 par value: Authorized shares— 2,000,000. Issued and outstanding shares — none.
Common stock, $.01 par value: Authorized shares — 40,000,000. Issued shares — 26,123,952 in 2007 and 26,035,302 in 2006.		261			260
Preferred stock, $.01 par value: Authorized shares– 2,000,000. Issued and outstanding shares – none
Common stock, $.01 par value: Authorized shares – 40,000,000 Issued shares – 26,366,752 in 2010 and 26,308,002 in 2009								264			263
Additional paid-in capital		41,806			40,849			45,040			44,057
Treasury stock, at cost — 2,883,350 and 2,758,950 shares in 2007 and 2006, respectively		(17,315	)		(15,275	)
Treasury stock, at cost – 3,150,277 shares in 2010 and 3,148,950 shares in 2009								(21,294	)		(21,269	)
Retained earnings		330,217			301,287			383,367			369,933

Total stockholders’ equity		354,969			327,121			407,377			392,984

Total liabilities and stockholders’ equity	$	513,912		$	474,157		$	477,276		$	534,558

Encore Wire Corporation

Consolidated Statements of Stockholders’ Equity


					Additional															Additional
	Common Stock				Paid-In		Treasury			Retained						Common Stock				Paid-In		Treasury			Retained
In Thousands	Shares		Amount		Capital		Stock			Earnings			Total
In Thousands, Except Per Share Data																Shares		Amount		Capital		Stock			Earnings			Total

Balance at December 31, 2004		25,863	$	259	$	38,019	$	(15,275	)	$	136,541		$	159,544
Net income		—		—		—		—			50,078			50,078
Proceeds from exercise of stock options		76		—		512		—			—			512
Tax benefit on exercise of stock options		—		—		401		—			—			401
Purchase of treasury stock		—		—		—		—			—			—

Balance at December 31, 2005		25,939		259		38,932		(15,275	)		186,619			210,535
Net income		—		—		—		—			115,133			115,133
Proceeds from exercise of stock options		96		1		691		—			—			692
Tax benefit on exercise of stock options		—		—		805		—			—			805
Stock-based compensation		—		—		421		—			—			421
Dividend declared — $0.02 per share		—		—		—		—			(465	)		(465	)
Purchase of treasury stock		—		—		—		—			—			—

Balance at December 31, 2006		26,035		260		40,849		(15,275	)		301,287			327,121
Balance at December 31, 2007																	26,124	$	261	$	41,806	$	(17,315	)	$	330,217		$	354,969
Net income		—		—		—		—			30,796			30,796			—		—		—		—			39,771			39,771
Proceeds from exercise of stock options		89		1		621		—			—			622			21		1		155		—			—			156
Tax benefit on exercise of stock options				—		95		—			—			95			—		—		98		—			—			98
Stock-based compensation		—		—		241		—			—			241			—		—		427		—			—			427
Dividend declared — $0.08 per share		—		—		—		—			(1,866	)		(1,866	)		—		—		—		—			(1,848	)		(1,848	)
Purchase of treasury stock		—		—		—		(2,040	)		—			(2,040	)		—		—		—		(3,954	)		—			(3,954	)

Balance at December 31, 2007		26,124	$	261	$	41,806	$	(17,315	)	$	330,217		$	354,969
Balance at December 31, 2008																	26,145		262		42,486		(21,269	)		368,140			389,619
Net income																	—		—		—		—			3,636			3,636
Proceeds from exercise of stock options																	163		1		757		—			—			758
Tax benefit on exercise of stock options																	—		—		363		—			—			363
Stock-based compensation																	—		—		451		—			—			451
Dividend declared — $0.08 per share																	—		—		—		—			(1,843	)		(1,843	)

Balance at December 31, 2009																	26,308		263		44,057		(21,269	)		369,933			392,984
Net income																	—		—		—		—			15,290			15,290
Proceeds from exercise of stock options																	59		1		461		—			—			462
Tax benefit on exercise of stock options																	—		—		55		—			—			55
Stock-based compensation																	—		—		467		—			—			467
Dividend declared — $0.08 per share																	—		—		—		—			(1,856	)		(1,856	)
Purchase of treasury stock																	—		—		—		(25	)		—			(25	)

Balance at December 31, 2010																	26,367	$	264	$	45,040	$	(21,294	)	$	383,367		$	407,377

Encore Wire Corporation

Consolidated Statements of Cash Flows


	Year ended December 31									Year ended December 31
In Thousands of Dollars	2007			2006			2005			2010			2009			2008

Operating Activities
Net income	$	30,796		$	115,133		$	50,078		$	15,290		$	3,636		$	39,771
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		13,819			12,437			12,421			13,716			13,691			13,933
Loss on extinguishment of debt											2,581			—			—
Deferred income taxes		5,151			(1,948	)		(3,887	)		(4,801	)		(6,240	)		5,601
Excess tax benefits of options exercised		(95	)		(805	)		—			(55	)		(363	)		(98	)
Stock-based compensation		241			421			—			467			451			427
Provision for bad debts		150			180			330			304			278			2,413
Other		(89	)		40			171			(132	)		(479	)		101
Changes in operating assets and liabilities:
Accounts receivable		(1,967	)		(50,213	)		(56,508	)		(57,492	)		(7,270	)		88,183
Inventories		21,934			(36,016	)		(28,820	)		459			22,970			16,480
Prepaid expenses and other		(2,137	)		12,142			(11,312	)		322			(1,695	)		7,570
Trade accounts payable and accrued liabilities		8,148			138			7,832			27,005			4,336			(20,584	)
Current income taxes payable (receivable)		8,834			(37,258	)		24,692
Current income taxes receivable / payable											4,780			(710	)		8,295

Net cash provided by (used in) operating activities		84,785			14,251			(5,003	)
Net cash provided by operating activities											2,444			28,605			162,092

Investing Activities
Purchases of property, plant and equipment		(28,491	)		(22,423	)		(17,233	)		(21,718	)		(22,950	)		(17,962	)
Proceeds from sale of assets											89			4,167			363
Other		5			(1	)		—			—			—			(36	)
Proceeds from sale of assets		254			312			343

Net cash used in investing activities		(28,232	)		(22,112	)		(16,890	)		(21,629	)		(18,783	)		(17,635	)

Financing Activities
Proceeds from issuance of private placement debt		—			55,000			—
Proceeds from (repayments of) long-term note payable, net		—			(26,200	)		21,363
Repayment of notes payable											(102,919	)		—			—
Deferred financing fees											(50	)		—			(133	)
Purchase of treasury stock											(25	)		—			(3,954	)
Proceeds from issuance of common stock, net		622			692			512			462			758			156
Excess tax benefits of options exercised		95			805			—			55			363			98
Deferred financing fees		—			(455	)		—
Dividend paid		(1,867	)		—			—
Termination of interest rate swap		929			—			—
Purchase of treasury stock		(2,040	)		—			—
Dividends paid											(1,855	)		(1,840	)		(1,853	)

Net cash provided by (used in) financing activities		(2,261	)		29,842			21,875

Net cash used in financing activities											(104,332	)		(719	)		(5,686	)


Net increase (decrease) in cash and cash equivalents		54,292			21,981			(18	)		(123,517	)		9,103			138,771
Cash and cash equivalents at beginning of year		24,603			2,622			2,640			226,769			217,666			78,895

Cash and cash equivalents at end of year	$	78,895		$	24,603		$	2,622		$	103,252		$	226,769		$	217,666

Encore Wire Corporation

Notes to Consolidated Financial Statements

December 31, ~~2007~~2010

1. Significant Accounting Policies

Business

The Company conducts its business in one segment – the manufacture of copper ~~electrical~~electric building wire, principally NM-B cable, for use primarily as interior wiring in homes, apartments, and manufactured housing, and THWN-2 cable and metal clad and armored cable for use primarily as wiring in commercial and industrial buildings. The Company sells its products primarily through ~~approximately 31~~30 manufacturers’ representatives located throughout the United States and, to a lesser extent, through its own direct marketing efforts. The principal customers for Encore’s building wire are wholesale electrical distributors.

Copper, a commodity product, is the principal raw material used in the Company’s manufacturing operations. Copper accounted for ~~86.5%~~81.1%, ~~82.3%,~~73.5% and ~~76.8%~~90.3% of its cost of goods sold during ~~2007, 2006,~~2010, 2009, and ~~2005,~~2008, respectively. The price of copper fluctuates, depending on general economic conditions and in relation to supply and demand and other factors, and has caused monthly variations in the cost of copper purchased by the Company. The Company cannot predict copper prices in the future or the effect of fluctuations onin the cost of copper on the Company’s future operating results.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. Significant intercompany accounts and transactions have been eliminated upon consolidation.

~~Recent Accounting Pronouncements~~

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“SFAS No. 157”). This statement establishes a framework for fair value measurements in the financial statements by providing a single definition of fair value, provides guidance on the methods used to estimate fair value and increases disclosures about estimates of fair value. SFAS No. 157 will be effective for financial assets and liabilities in financial statements issued for fiscal years beginning after November 15, 2007, and will be effective for non-financial assets and liabilities in financial statements issued for fiscal years beginning after November 15, 2008. The Company is currently evaluating the impact of the adoption of this statement on its consolidated financial statements.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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.

Revenue Recognition

Revenue from the sale of the Company’s products is recognized when goods are shipped to the customer, title and risk of loss are transferred, pricing is fixed or determinable and collection is reasonably assured. A provision for payment discounts and customer rebates is estimated based upon historical experience and other relevant factors and is recorded within the same period that the revenue is recognized.

Freight Expenses

The Company classifies shipping and handling costs as a component of selling, general and administrative expenses. Shipping and handling costs were approximately ~~$19.5~~$15.1 million, ~~$18.1~~$14.5 million and ~~$18.6~~$19.9 million for the ~~fiscal~~ years ended December 31, ~~2007, 2006~~2010, 2009 and ~~2005,~~2008, respectively.

Fair Value of Financial Instruments

The Company holds certain items that are required to be measured at fair value, primarily cash equivalents held in money market funds. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A three-level hierarchy is followed for disclosure to show the extent and level of judgment used to estimate fair value measurements:

Level 1 — Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date.

Level 2 — Inputs used to measure fair value, other than quoted prices included in Level 1, are either directly or indirectly observable as of the reporting date through correlation with market data, including quoted prices for similar

~~1. Significant Accounting Policies (continued)~~assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument.

~~Fair Value~~Level 3 — Inputs used to measure fair value are unobservable inputs that are supported by little or no market activity and reflect the use of ~~Financial Instruments~~significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.

~~The carrying amounts~~At December 31, 2010 and 2009, the Company’s fair value of cash equivalents of $103.3 million and ~~cash equivalents, accounts receivable, trade accounts payable and accrued liabilities approximate fair~~$226.8 million, respectively, approximated carrying value due to the short maturity of these ~~instruments.~~financial instruments and was categorized as a Level 1 measurement.

~~Concentrations of Credit Risk~~

~~The following table presents~~At December 31, 2009, the carrying ~~amounts and~~value of the Company’s debt was $100.4 million with an estimated fair value of ~~the Company’s financial instruments as of~~$101.9 million. At December 31, ~~2007 and 2006 (in thousands):~~

2007 2006
Carrying Fair Carrying Fair
Value Value Value Value
Long-term notes payable $ 100,910 $ 98,916 $ 98,974 $ 98,974
Interest rate swap — — 1,026 1,026
2010, the Company had no debt outstanding.

The fair market value of the fixed rate debt was estimated using a discounted cash flow analysis based on market yields, taking into consideration the underlying terms of the debt, such as coupon rate and term to maturity. The fair market value of the floating rate debt approximates its carrying value.

~~The Company had no interest rate swaps outstanding as~~Concentrations of ~~December 31, 2007. See Note 4.~~Credit Risk and Accounts Receivable

Accounts receivable represent amounts due from customers (primarily wholesale electrical distributors, manufactured housing suppliers and retail home improvement centers) related to the sale of the Company’s products. Such receivables are uncollateralized and are generally due from a diverse group of customers located throughout the United States. The Company establishes an allowance for losses based upon the makeup of the current portfolio, past bad debt experience and current market conditions.


Allowance for Losses Progression (In Thousands of Dollars)		2007				2006			2005			2010		2009			2008
	$	884			$	690		$	577
Beginning balance January 1												$	2,278	$	2,000		$	1,003
(Write offs) of bad debts, net of collections of previous write offs			(31	)			14			(217	)		4		(22	)		(1,416	)
Bad debt provision			150				180			330			300		300			2,413

Ending balance at December 31		$	1,003			$	884		$	690		$	2,582	$	2,278		$	2,000

~~1. Significant Accounting Policies (continued)~~

~~Stock-Based Compensation~~

Prior to January 1, 2006, the Company applied the disclosure-only provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (“SFAS 123”). In accordance with the provisions of SFAS 123, the Company applied Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB 25”), and related interpretations in accounting for its plan and, accordingly, did not recognize compensation expense for the plan because stock options were issued at exercise prices equal to the market value of its stock on the date of grant.

Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (“SFAS 123R”), which supersedes SFAS 123 and APB 25. SFAS 123R requires all share-based payments to employees to be recognized in the financial statements based on their fair values using an option-pricing model, such as the Black-Scholes model, at the date of grant. The Company elected to use the modified-prospective method for adoption, which requires compensation expense to be recorded for all unvested stock options beginning in the first quarter of adoption. For all unvested options outstanding as of January 1, 2006, compensation expense previously measured under SFAS 123, but unrecognized, will be recognized using the straight-line method over the remaining vesting period, net of forfeitures. For share-based payments granted subsequent to January 1, 2006, compensation expense, based on the fair value on the date of grant, as defined by SFAS 123R, will be recognized using the straight-line method from the date of grant over the related service period of the employee receiving the award.

The adoption of SFAS 123R reduced pre-tax income by $420,524, reduced net income by $273,340, and did not appreciably impact basic and diluted earnings per common share for the year ended December 31, 2006. The Company also recognized $805,244 of excess tax benefits on stock based compensation which have been included in cash flows from financing activities upon adoption of SFAS 123R.

The following table illustrates the pro forma effect on net income and earnings per share for 2005 as if the Company had applied the fair value recognition provisions of SFAS 123R to stock-based employee compensation (in thousands, except for earnings per common share information):

Year ended December 31,
In Thousands of Dollars, Except Share Data 2005

Net income, as reported $ 50,078

Deduct: Total stock-based employee compensation expense determined under fair value based methods for all awards net of related tax effects 301

Pro forma net income $ 49,777

Earnings per share;

Basic, as reported $ 2.17
Basic, pro forma 2.15
Diluted, as reported 2.13
Diluted, pro forma 2.11

Earnings Per Share

Earnings per common and common equivalent share are computed using the weighted average number of shares of common stock and common stock equivalents outstanding during each period. The dilutive effects of stock options, which are common stock equivalents, are calculated using the treasury stock method.

The Company is party to a Financing Agreement with two banks, Bank of America, N.A., as Agent, and Wells Fargo Bank, National Association ~~(the~~(as amended, the “Financing Agreement”). ~~In 2006, the Financing Agreement was amended twice.~~ The Financing Agreement was first amended May 16, 2006, to expand the Company’s line of credit from $85,000,000 to $150,000,000, as disclosed in previous filings with the SEC. In 2007, the Financing Agreement was amended to reflect the Company as the primary obligor of the indebtedness as a result of the reorganization transaction described below that became effective June 30, 2007. The Financing Agreement was amended a second time on August 31, 2006, to expand the Company’s line of credit from $150,000,000 to $200,000,000, as disclosed in previous filings with the SEC. The Financing Agreement, as amended, extends through August ~~27, 2009,~~6, 2013, and provides for maximum borrowings of the lesser of ~~$200,000,000~~$150,000,000 or the amount of eligible accounts receivable plus the amount of eligible finished goods and raw materials, less any reserves established by the banks. The calculated maximum borrowing amount available at December 31, ~~2007,~~2010, as computed under the Financing Agreement ~~as amended,~~ was ~~$200,000,000.~~$149,660,000. Borrowings under the line of credit bear interest, at the Company’s option, at either (1) LIBOR plus a margin that varies from ~~0.875%~~1.0% to 1.75% depending upon the ratio of debt outstanding to adjusted earnings or (2) the base rate (which is the higher of the federal funds rate plus 0.5% or the prime rate) plus 0% to 0.25% (depending upon the ratio of debt outstanding to adjusted earnings). A commitment fee ranging from 0.20% to 0.375% (depending upon the ratio of debt outstanding to adjusted earnings) is payable on the unused line of credit. OnAt December 31, ~~2007, the balance borrowed~~2010 and 2009, there were no borrowings outstanding under the Financing Agreement. Obligations under the Financing Agreement are the only contractual borrowing obligations or commercial borrowing commitments of the Company.

Obligations under the Financing Agreement are unsecured and contain customary covenants and events of default. The Company was ~~zero.~~not in compliance with these covenants as of December 31, 2009. The Company received a waiver for those covenant violations from the two banks for the December 31, 2009 reporting period. In the first quarter, the Company executed an amendment to the Financing Agreement that reduced the fixed charge ratio that the Company must maintain and amended certain related definitions. The Company was in compliance with the revised covenants as of December 31, 2010.

~~Obligations under~~On January 15, 2010, the ~~Financing Agreement,~~Company used available cash to pay off all of its then outstanding debt, comprised of the Fixed Rate Senior Notes and the Floating Rate Senior ~~Notes are unsecured and contain customary covenants and events of default.~~Notes. The Company ~~was in compliance~~paid off the $100 million debt with ~~these covenants, as of December 31, 2007. Under the Financing Agreement, the 2004 Note Purchase Agreement~~a payment totaling $103.8 million, which included accrued and ~~the 2006 Note Purchase Agreement, the Company is allowed~~unpaid interest, along with a pre-payment fee applicable to ~~pay cash dividends. At December 31, 2007, the total balance outstanding under the Financing Agreement,~~ the Fixed Rate Senior Notes and the Floating Rate Senior Notes was $100,000,000. Amounts outstanding under the Financing Agreement are payable on August 27, 2009, with interest payments due quarterly. Interest payments on the Fixed Rate Senior Notes are due semi-annually, while interest payments on the Floating Rate Senior Notes are due quarterly. Obligations under the Financing Agreement, the 2004 Note Purchase Agreement and the 2006 Note Purchase Agreement are the only contractual borrowing obligations or commercial borrowing commitments of the Company.

Effective June 30, 2007, the Company consummated a reorganization in order to simplify its corporate structure and become an operating company. As a part of the reorganization, the Company became the primary obligor of the indebtedness under the Financing Agreement, the 2004 Note Purchase Agreement and the 2006 Note Purchase Agreement.Notes. The Company ~~entered into amendments to each~~incurred a one-time charge of ~~such agreements and issued new notes to~~$2.6 million in the ~~banks, the 2004 Purchasers and the 2006 Purchasers.~~first quarter of 2010 in connection with this transaction.

The Company paid interest totaling ~~$5.8 million, $7.7~~$522,000, $3.2 million and ~~$3.9~~$4.7 million in ~~2007, 2006~~2010, 2009 and ~~2005,~~2008, respectively. The Company capitalized ~~$829,000, $657,000~~$29,000, $354,000 and ~~$213,000~~$659,000 of interest in ~~2007, 2006~~2010, 2009 and ~~2005,~~2008, respectively.

The differences between the provision for income taxes and income taxes computed using the federal income tax rate are as follows for the ~~year~~years ended December 31:

2007 2006 2005

Amount computed using the statutory rate $ 16,384 $ 61,859 $ 26,242
State income taxes, net of federal tax benefit 363 1,614 932
Qualified domestic production activity deduction (656 ) (1,868 ) (886 )
Other items (77 ) 2 (1,390 )

$ 16,014 $ 61,607 $ 24,898

~~The tax effect of each type of temporary difference giving rise to the net deferred tax liability at December 31, 2007 and 2006, is as follows:~~

Deferred Tax Asset (Liability)
2007 2006
In Thousands of Dollars Current Non-current Current Non-current

Depreciation $ — $ (8,968 ) $ — $ (9,851 )
Inventory (3,885 ) — 1,906 —
Allowance for doubtful accounts 363 — 320 —
Uniform capitalization rules 123 — 294 —
Other (334 ) — (219 ) —

$ (3,733 ) $ (8,968 ) $ 2,301 $ (9,851 )

~~The Company made income tax payments of $19.8 million in 2007, $99.5 million in 2006 and $3.9 million in 2005.~~


In Thousands of Dollars	2010			2009			2008

Amount computed using the statutory rate	$	7,847		$	1,680		$	20,964
State income taxes, net of federal tax benefit		263			162			613
Qualified domestic production activity deduction		(1,198	)		(439	)		(876	)
Other items		217			(239	)		(575	)

	$	7,129		$	1,164		$	20,126

In October 2004, the American Jobs Creation Act of 2004 (“the Act”) was passed, which provides a deduction for income from qualified domestic production activities which generally will be phased in from 2005 through 2010. Subsequently, the Financial Accounting Standards Board (“FASB”) passed FSP FAS 109-1, which indicates that the available qualified domestic production activity deduction will be treated as a “special deduction” as described in SFAS No. 109. This deduction lowered the Company’s effective tax rate by ~~$656,000,~~$1,198,000, $439,000 and $876,000 or approximately ~~1.3%~~5.3%, 9.1% and 1.5% for ~~2007.~~2010, 2009 and 2008, respectively.

~~Effective January 1, 2007,~~The tax effect of each type of temporary difference giving rise to the net deferred tax liability at December 31, 2010 and 2009, is as follows:


	Deferred Tax Asset (Liability)
	2010					2009
In Thousands of Dollars	Current		Non-current			Current			Non-current

Depreciation	$	—	$	(11,746	)	$	—		$	(10,957	)
Inventory		2,878		—			(1,684	)		—
Allowance for doubtful accounts		937		—			826			—
Uniform capitalization rules		206		—			56			—
Other		464		—			(303	)		—

	$	4,485	$	(11,746	)	$	(1,105	)	$	(10,957	)

The Company ~~adopted FASB Interpretation No. 48, “Accounting for Uncertainty~~made income tax payments of $7.8 million in ~~Income Taxes – an interpretation of FASB Statement No. 109” (“FIN 48”), which clarifies the accounting~~2010, $8.1 million in 2009 and ~~disclosure for uncertainty~~$15.1 million in ~~tax positions.~~ 2008.

The Company’s federal income tax returns for the years subsequent to December 31, ~~2003~~2006 remain subject to examination. The Company’s income tax returns in major state income tax jurisdictions remain subject to examination for various periods subsequent to December 31, ~~2002.~~2005. The Company has no reserves for uncertain tax positions ~~and no adjustments were required upon adoption~~as of FIN 48. Furthermore, the Company is not aware of any anticipated transactions or tax positions in the foreseeable future that would create a need to establish a reserve for any uncertain tax positions.December 31, 2010. Interest and penalties resulting from audits by tax authorities have been immaterial and are included in the provision for income taxes in the consolidated statements of income.

6. Stock Options

The Company ~~has one~~previously granted options under the Encore Wire Corporation 1999 Stock Option Plan (the “1999 Stock Option Plan”) which expired on June 28, 2009. In 2010, the Board of Directors adopted a new stock option plan ~~that provides for~~called the Encore Wire 2010 Stock Option Plan (the “2010 Stock Option Plan”) which was approved by the Company’s stockholders at the 2010 Annual Meeting of Stockholders. Like the 1999 Stock Option Plan, the 2010 Stock Option Plan permits the grant of stock options to its directors, officers and ~~key~~ employees. The Company ~~grants~~granted stock option awards atin 2008, 2009 and 2010 with exercise prices equal to the fair market value of its stock on the date of ~~grant.~~grant of the options. These options vest ratably over a period of five years from the time the options ~~are~~were granted. The maximum term of any option granted ~~with maximum terms~~under the 1999 or 2010 Stock Option Plan is ten years. As of ~~ten years.~~December 31, 2010, 482,000 options were available to be granted in the future under the 2010 Stock Option Plan.

During ~~2007~~2010, 2009 and ~~2006,~~2008, the Company recorded ~~$241,579~~$466,776, $451,303 and ~~$420,524,~~$426,388, respectively, of stock based compensation included in selling, general and administrative expenses. The ~~excess~~ income tax benefit realized ~~from tax~~in excess of book deductions associated with stock based compensation totaled ~~$158,959~~$55,162, $363,455 and ~~$273,340~~$98,494 for the years ended December 31, ~~2007~~2010, 2009 and ~~2006,~~2008, respectively.

The Company is also a party to litigation and claims arising out of the ordinary business of the Company.

10. Encore Wire ~~401-K~~Corporation 401(k) Profit Sharing Plan

The Company sponsors ~~an employee savings~~a tax qualified 401(k) profit sharing plan known as the Encore Wire Corporation 401(k) Profit Sharing Plan (the ~~“401-K~~“401(k) Plan”) that is intended to provide participating employees with additional income upon retirement. Employees ~~may contribute between 1% and 15% of eligible compensation to the 401-K Plan. The Company matches 50% of the first 6% deferred by employees. Employees~~ are eligible to participate in the ~~401-K~~401(k) Plan and ~~related Company~~to receive matching contributions after completing one year of ~~service.~~service (as defined in the 401(k) Plan).

Eligible employees may elect to contribute between 1% and 50% (15% prior to November 15, 2010) of eligible compensation to the 401(k) Plan on a pre-tax basis, up to IRS limits. These employee contributions are called elective deferral contributions. The Company matches a portion of the elective deferral contributions made to the 401(k) Plan by eligible employees. Effective January 1, 2010, the 401(k) Plan was amended to provide for a safe-harbor matching contribution equal to 100% of the first 3% of an employee’s eligible compensation contributed to the 401(k) Plan and 50% of the next 2% of eligible compensation contributed by such employee to the 401(k) Plan for the year. Employer safe harbor matching contributions are 100% vested.

Prior to January 1, 2010, the 401(k) Plan provided for a discretionary matching contribution. For 2008 and 2009, the Company matched 50% of the first 6% of eligible compensation that an employee contributed to the 401(k) Plan. In 2008 and 2009, matching contributions were allocated to participants (i) who had completed 1,000 hours of service during the year and were employed on December 31 or (ii) whose death, retirement (e.g., termination of employment after age 65) or termination of employment on account of disability occurred during the year. Employer matching contributions ~~are vested~~made to the 401(k) Plan prior to 2010 vest at a rate of 20% per year of service and ~~are~~become fully vested after an employee has completed five years of ~~employment.~~ vesting service (as defined in the 401(k) Plan).

The Company’s matching ~~contribution was $369,241, $327,007~~contributions were $349,026, $329,474 and ~~$280,082~~$302,911 in ~~fiscal~~ years ~~2007, 2006~~2010, 2009 and ~~2005,~~2008, respectively.

At the discretion of its Board of Directors, the Company may, but is not required to, make profit-sharing contributions to the 401(k) Plan on behalf of its employees. The Company made no profit-sharing contributions for 2008, 2009 or 2010.

11. Related Party Transactions

The Company purchases certain finished goods inventory components from a company that is partially owned by a family member of an individual serving on its Board of Directors. The Company ~~believes such~~ purchases these products from this company, which totaled approximately ~~$6.2~~$5.3 million, ~~$6.1~~$4.8 million and ~~$6.6~~$5.6 million in ~~fiscal years 2007, 2006~~2010, 2009 and ~~2005,~~2008, respectively,


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

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

Not applicable.


~~ITEM 9A.~~		~~CONTROLS AND PROCEDURES~~

Item 9A. Controls and Procedures.

Disclosure Controls and Procedures

The Company maintains controls and procedures designed to ensure that ~~it is able to collect the~~ information ~~it is~~ required to ~~disclose~~be disclosed by it in the reports it files with or submits to the ~~SEC,~~Securities and ~~to process, summarize~~Exchange Commission (the “SEC”) is recorded, processed, summarized and ~~disclose this information~~reported, within the time periods specified in the SEC’s rules ofand forms and to ensure that information required to be disclosed by the ~~SEC.~~Company in such reports is accumulated and communicated to the Company’s management, including the Chief Executive and Chief Financial Officers, as appropriate to allow timely decisions regarding required disclosure. Based on an evaluation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report conducted by the Company’s management, with the participation of the Chief Executive and Chief Financial Officers, the Chief Executive and Chief Financial Officers ~~believe~~concluded that ~~these~~the Company’s disclosure controls and procedures ~~are~~were effective to ensure that ~~the Company is able to collect, process and disclose the~~ information ~~it is~~ required to ~~disclose~~be disclosed by the Company in the reports it files with or submits to the SEC is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and to ensure that information required ~~time periods.~~to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including the Chief Executive and Chief Financial Officers, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining ~~effective~~adequate internal control over financial reporting as(as defined in Rule 13a-15(f) under the Securities Exchange Act of ~~1934.~~1934, as amended) for the Company.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, ~~2007.~~2010. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) inInternal Control –— Integrated Framework.Based on our assessment, we ~~believe~~concluded that, as of December 31, ~~2007,~~2010, the Company’s internal control over financial reporting is effective based on those criteria.

Ernst & Young LLP, the independent registered public accounting firm ~~who~~that audited the Company’s consolidated financial statements, has also audited the Company’s internal control over financial reporting as of December 31, ~~2007.~~2010. Ernst & Young LLP’s attestation report on the Company’s internal control over financial reporting appears directly below.


~~By:~~		~~/s/ Daniel L. Jones~~


By:	/s/ Daniel L. Jones
	Daniel L. Jones
	President , Chief Executive Officer and Director


By:	/s/ Frank J. Bilban
			~~and Director~~	Frank J. Bilban
	Vice President — Finance, Treasurer, Secretary and Chief Financial Officer


~~By:~~		~~/s/ Frank J. Bilban~~

		~~Frank J. Bilban~~
		~~Vice President – Finance, Treasurer, Secretary~~
		~~and Chief Financial Officer~~

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders
Encore Wire Corporation

We have audited Encore Wire Corporation’s (the Company) internal control over financial reporting as of December 31, ~~2007,~~2010, based on criteria established inInternal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying ~~management’s report.~~Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Encore Wire Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2007,~~2010, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Encore Wire Corporation as of December 31, ~~2007~~2010 and ~~2006~~2009 and the related consolidated statements of income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, ~~2007~~2010 and our report dated March ~~6, 2008~~4, 2011 expressed an unqualified opinion thereon.

~~/s/ Ernst & Young LLP~~



	/s/ Ernst & Young LLP

Dallas, Texas
March ~~6, 2008~~4, 2011

There have been no changes in the Company’s internal control over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting during the Company’s last fiscal quarter.


~~ITEM 9B.~~		~~OTHER INFORMATION~~

Item 9B. Other Information.

None.

PART III


~~ITEM 10.~~		~~DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE~~

Item 10. Directors, Executive Officers, and Corporate Governance.

The ~~section~~sections entitled “Election of Directors”, “Corporate Governance and Other Board Matters” and “Section ~~16 (a)~~16(a) Beneficial Ownership Reporting Compliance” appearing in the Company’s proxy statement for the annual meeting of stockholders to be held on May ~~6, 2008 sets~~3, 2011 setting forth certain information with respect to the directors of the Company, Section ~~16 (a)~~16(a) reporting obligations of directors and officers, the Company’s audit committee, the Company’s audit committee financial expert and the ~~Company’s code~~procedures by which security holders may recommend nominees to the Board of ~~ethics that is~~Directors are incorporated herein by reference. Certain information with respect to persons who are or may be deemed to be executive officers of the Company is set forth under the caption “Executive Officers of the Company” in Part I of this report.

In connection with Company’s long-standing commitment to conduct its business in compliance with applicable laws and regulations and in accordance with its ethical principles, the Board of Directors has adopted a Code of Business Conduct and Ethics applicable to all employees, officers, directors, and advisors of the Company. The Code of Business Conduct and Ethics of the Company is available under the ~~“Investor Relations – Corporate Governance”~~“Investors” section of the Company’s website at http://www.encorewire.com, and is incorporated herein by reference.

~~ITEM~~Item 11. ~~EXECUTIVE COMPENSATION~~Executive Compensation.

The section entitled “Executive Compensation” appearing in the Company’s proxy statement for the annual meeting of stockholders to be held on May ~~6, 2008,~~3, 2011, sets forth certain information with respect to the compensation of management of the Company and compensation committee interlocks and insider participation and is incorporated herein by reference.


~~ITEM 12.~~		~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The section entitled “Security Ownership of Certain Beneficial Owners, Directors and Executive Officers” appearing in the Company’s proxy statement for the annual meeting of stockholders to be held on May ~~6, 2008~~3, 2011 sets forth certain information with respect to the ownership of the Company’s common stock, and is incorporated herein by reference. Certain information with respect to the Company’s equity compensation plans that is required to be set forth in this Item 12 is set forth under the caption “Equity Compensation Plan Information” contained in “Item 5. Market for Registrant’s Common Equity, ~~and~~ Related Stockholder ~~Matters.”~~Matters and Issuer Purchases of Equity Securities” of this Form 10-K and is incorporated herein by reference.


~~ITEM 13.~~		~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE~~

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The ~~section~~sections entitled “Executive Compensation –— Certain Relationships and Related Transactions” and “Corporate Governance and Other Board Matters –— Board Independence” appearing in the Company’s proxy statement for the annual meeting of stockholders to be held on May ~~6, 2008 sets~~3, 2011 set forth certain information with respect to certain relationships and related transactions, and director independence, and isare incorporated herein by reference.


~~ITEM 14.~~		~~PRINCIPAL ACCOUNTANT FEES AND SERVICES~~

Item 14. Principal Accounting Fees and Services.

The Section entitled “Proposal ~~Two –~~Four — Ratification of Appointment of Independent Registered Public Accounting Firm” appearing in the Company’s proxy statement for the annual meeting of stockholders to be held on May ~~6, 2008,~~3, 2011, sets forth certain information with respect to certain fees paid to accountants, and is incorporated herein by reference.

INDEX TO EXHIBITS**


Exhibit
Number		Description
3.1		Certificate of Incorporation of Encore Wire Corporation ~~as amended~~and all amendments thereto (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~June 30, 2004,~~March 31, 2009, and incorporated herein by reference).

3.2		Second Amended and Restated Bylaws of Encore Wire ~~Corporation.~~Corporation, as amended through December 13, 2007 (filed as Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, and incorporated herein by reference).

10.1		Credit Agreement by and among Encore Wire Limited, as Borrower, Bank of America, N.A., as Agent, and Bank of America, N.A. and Wells Fargo Bank, National Association, as Lenders, dated August 27, 2004 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 and incorporated herein by reference).

10.2		First Amendment to Credit Agreement of August 27, 2004, dated May 16, 2006 by and among Encore Wire Limited, as Borrower, Bank of America, N.A., as Agent, and Bank of America, N.A. and Wells Fargo Bank, National Association, as Lenders (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, and incorporated herein by reference).

10.3		Second Amendment to Credit Agreement of August 27, 2004, dated August 31, 2006 by and among Encore Wire Limited, as Borrower, Bank of America, N.A., as Agent, and Bank of America, N.A. and Wells Fargo Bank, National Association, as Lenders (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, and incorporated herein by reference).

10.4		Third Amendment to Credit Agreement of August 27, 2004, dated June 29, 2007 by and among Encore Wire Corporation, as Borrower, Bank of America, N.A., as Agent, and Bank of America, N.A. and Wells Fargo Bank, National Association, as Lenders (filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, and incorporated herein by reference).

10.5		Fourth Amendment to Credit Agreement of August 27, 2004, dated August 6, 2008, by and among Encore Wire Corporation, as Borrower, Bank of America, N.A., as Agent, and Bank of America, N.A. and Wells Fargo Bank, National Association, as Lenders (filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, and incorporated herein by reference).

10.6		Fifth Amendment to Credit Agreement of August 27, 2004, dated March 26, 2010, by and among Encore Wire Corporation, as Borrower, Bank of America, N.A., as Agent, and Bank of America, N.A. and Wells Fargo Bank, National Association, as Lenders (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 1, 2010, and incorporated herein by reference).

10.7		Note Purchase Agreement for $45,000,000 of 5.27% Senior Notes, Series 2004-A due August 27, 2011, by and among Encore Wire Limited and Encore Wire Corporation, as Debtors, and Hartford Life Insurance Company, Great-West Life &and Annuity Insurance Company, London Life Insurance Company and London Life and Casualty Reinsurance Corporation, as Purchasers, dated August ~~27,~~1, 2004 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 and incorporated herein by reference).


~~10.6~~Exhibit
Number		Description
10.8		Waiver to Note Purchase Agreement for $45,000,000 of 5.27% Senior Notes, Series 2004-A, due August 27, 2011, by and among Encore Wire Limited and Encore Wire Corporation, as Debtors, and Hartford Life Insurance Company, Great-West Life and Annuity Insurance Company, London Life Insurance Company, London Life and General Reinsurance Company Limited, as Holders, dated June 29, 2007 (filed as Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, and incorporated herein by reference).

~~10.7~~10.9		Master Note Purchase Agreement for $300,000,000 Aggregate Principal Amount of Senior Notes Issuable in Series, by and among Encore Wire Limited and Encore Wire Corporation, as Debtors, and Metropolitan Life Insurance Company, Metlife Insurance Company of Connecticut and Great-West Life & Annuity Insurance Company, as Purchasers, dated September 28, 2006 (filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 and incorporated herein by reference).

~~10.8~~10.10		Waiver to Master Note Purchase Agreement for $55,000,000 of Floating Rate Senior Notes, Series 2006-A, due September 30, 2011, by and among Encore Wire Limited and Encore Wire Corporation, as Debtors, and Metropolitan Life Insurance Company, Metlife Insurance Company of Connecticut and Great-West Life & Annuity Insurance Company, as Holders, dated June 29, 2007 (filed as Exhibit 10.10 to the Company’s Quarterly Report on ~~Form~~form 10-Q for the quarter ended June 30, 2007, and incorporated herein by reference).


~~Number~~		~~Description~~

10.910.11		1999 Stock Option Plan, as amended and restated, effective as of February 20, 2006 (filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (No. 333-138165), and incorporated herein by reference).

10.12*		2010 Stock Option Plan (filed as Annex A to the Company’s Proxy Statement filed with the SEC on March 26, 2010 and incorporated herein by reference).

10.13*		Form of Indemnification Agreement (filed as Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 and incorporated herein by reference).

10.14*		Form of Stock Option Agreement under the 1999 Stock Option Plan (filed as Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 and incorporated herein by reference).

10.15*		Form of Incentive Stock Option Agreement under the 2010 Stock Option Plan.

10.16*		Form of Non-Qualified Stock Option Agreement under the 2010 Stock Option Plan.

21.1		Subsidiaries

23.1		Consent of Ernst & Young LLP ~~(included herein).~~

31.1		~~Certificate~~Certification by Daniel L. Jones, President and Chief Executive Officer of the Company, dated March ~~7, 2008~~4, 2011 and submitted pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002 (included herein).~~2002.

31.2		~~Certificate~~Certification by Frank J. Bilban, Vice President –— Finance, Treasurer, Secretary and Chief Financial Officer of the Company, dated March ~~7, 2008~~4, 2011 and submitted pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002 (included herein).~~2002.

32.1		~~Certificate~~Certification by Daniel L. Jones, President and Chief Executive Officer of the Company, dated March ~~7, 2008~~4, 2011 as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002 (included herein).~~2002.

32.2		~~Certificate~~Certification by Frank J. Bilban, Vice President –— Finance, Treasurer, Secretary and Chief Financial Officer, dated March ~~7, 2008~~4, 2011 as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002 (included herein).~~2002.

Management contract or compensatory plan

4140


	High		Low		High		Low
2007
2010
First Quarter	$	27.45	$	21.16	$	21.99	$	18.10
Second Quarter		30.99		24.64		23.44		18.14
Third Quarter		31.92		22.25		22.40		17.77
Fourth Quarter		26.93		15.50		26.07		20.04

2006
2009
First Quarter	$	36.50	$	23.99	$	23.16	$	15.22
Second Quarter		46.56		28.86		24.00		18.60
Third Quarter		39.75		30.50		24.49		19.52
Fourth Quarter		36.84		21.87		23.71		19.51


					(c)		(d)
					Total number of		Maximum number
					shares purchased		of shares that may yet
	(a)		(b)		as part of publicly		be purchased under
	Total number of		Average price paid		announced plans or		the plans or
Period	shares purchased		per share		programs		programs
October 1, 2007 – October 31, 2007		0		N/A		0		1,000,000

November 1, 2007 – November 30, 2007		10,000	$	20.12		10,000		990,000

December 1, 2007 – December 31, 2007		114,400	$	16.08		114,400		875,600

Total		124,400	$	16.40		124,400		875,600

	(2)		The Peer Group is self-determined and consists of the following ~~companies, with each company being added to the index on its first date of public trading, as indicated:~~companies: General Cable Corporation, ~~(5/16/97),~~ Belden ~~CDT~~ Inc. ~~(9/30/93)~~ and ~~Superior Essex~~Coleman Cable, Inc. ~~(10/11/96). These are the same companies that were used in the Total Return Index last year.~~

~~(2)~~		~~Notes:~~

	B.		~~The indexes are reweighted daily, using the market capitalization on the previous trading day.~~

	C.		~~If the monthly interval, based on the fiscal year-end, is not a trading day, the preceding trading day is used.~~

	D.(5)		The index level for all ~~series~~data lines was set to $100.00 on ~~12/31/2002.~~December 31, 2005.


In Thousands of Dollars	2007		2006		2010		2009

Sales volume discounts payable	$	15,590	$	14,821	$	14,997	$	10,120
Property taxes payable		1,940		2,041		2,648		2,555
Commissions payable		2,317		2,090		2,290		1,569
Accrued salaries		2,377		2,868		2,591		418
Other accrued liabilities		938		1,952		665		2,478

	$	23,162	$	23,772	$	23,191	$	17,140


	Page
	Number
PART I		1
ITEM 1. BUSINESS		1
General		1
Strategy		1
Products		1
Manufacturing		2
Customers		3
Marketing and Distribution		3
Employees		3
Raw Materials		34
Competition		4
Intellectual Property Matters		4
Internet Address/SEC Filings		45
ITEM 1A. RISK FACTORS		45
ITEM 1B. UNRESOLVED STAFF COMMENTS		67
ITEM 2. PROPERTIES		67
ITEM 3. LEGAL PROCEEDINGS		67
ITEM 4. ~~SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS~~(REMOVED AND RESERVED)		68
EXECUTIVE OFFICERS OF THE COMPANY		78
PART II		89
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS		89
Equity Compensation Plan Information		9
Performance Graph		910
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA		11
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		12
Executive Overview		12
General		12
Results of Operations		13
Off-Balance Sheet Arrangements		15
Liquidity and Capital Resources		15
Contractual Obligations		17
Critical Accounting Policies and Estimates		17
~~Recent Accounting Pronouncements~~		18
Information Regarding Forward Looking Statements		1918
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		1918
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		19
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		34
ITEM 9A. CONTROLS AND PROCEDURES		34
ITEM 9B. OTHER INFORMATION		36
PART III		36
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		36
ITEM 11. EXECUTIVE COMPENSATION		36
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		36
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE		36
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES		36
PART IV		37
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES		37
SIGNATURES		38
~~CERTIFICATIONS~~
~~Second Amended and Restated Bylaws~~EX-10.15
~~Subsidiaries~~EX-10.16
~~Consent of Ernst & Young LLP~~EX-21.1
~~Certification of CEO Pursuant to Section 302~~EX-23.1
~~Certification of CFO Pursuant to Section 302~~EX-31.1
~~Certification of CEO Pursuant to Section 906~~EX-31.2
~~Certification of CFO Pursuant to Section 906~~EX-32.1
EX-32.2


Item 5.		Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.


~~Note:~~		On November 10, 2006, the Board of Directors approved a share repurchase program authorizing the Company to repurchase up to 1,000,000 shares of its common stock through December 31, 2007, at the discretion of the President. On November 7, 2007, the Company repurchased 10,000 shares. The Company’s Board of Directors authorized an extension of this share repurchase program through December 31, 2008 and authorized the Company to repurchase up to the remaining 990,000 shares of its common stock. Such shares were purchased on the open market by the Company’s broker pursuant to a Rule 10b5-1 plan announced on November 28, 2007.

	(4)		Each data line represents quarterly index levels derived from compounded daily returns that include all dividends.


	Year ended December 31										Year ended December 31
In Thousands of Dollars, Except Per Share Data	2007			2006			2005
In Thousands, Except Per Share Data										2010			2009			2008

Net sales	$	1,184,786		$	1,249,330		$	758,089		$	910,222		$	649,613		$	1,081,132
Cost of goods sold		1,073,451			1,005,037			632,842			827,813			599,498			957,767

Gross profit		111,335			244,293			125,247			82,409			50,115			123,365

Selling, general and administrative expenses		60,400			59,793			46,335			57,073			43,767			61,180

Operating income		50,935			184,500			78,912			25,336			6,348			62,185

Other income (expense):
Interest and other income		1,709			(74	)		(7	)		194			1,633			2,416
Loss on extinguishment of debt											(2,589	)		—			—
Interest expense		(5,834	)		(7,686	)		(3,929	)		(522	)		(3,181	)		(4,704	)

Income before income taxes		46,810			176,740			74,976			22,419			4,800			59,897

Income tax expense		16,014			61,607			24,898			7,129			1,164			20,126

Net income	$	30,796		$	115,133		$	50,078		$	15,290		$	3,636		$	39,771


Weighted average common shares — basic		23,342			23,254			23,117
Weighted average common shares – basic											23,184			23,011			23,113


Basic earnings per common share	$	1.32		$	4.95		$	2.17		$	0.66		$	0.16		$	1.72


Weighted average common shares — diluted		23,690			23,674			23,537
Weighted average common shares – diluted											23,342			23,298			23,396


Diluted earnings per common share	$	1.30		$	4.86		$	2.13		$	0.66		$	0.16		$	1.70


Cash dividends per share	$	0.08		$	0.02		$	—		$	0.08		$	0.08		$	0.08


	2007				2006
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Long-term notes payable	$	100,910	$	98,916	$	98,974	$	98,974
Interest rate swap		—		—		1,026		1,026


						Weighted				Number			Weighted		Weighted Average
				Weighted		Average				of			Average Exercise		Remaining		Aggregate Intrinsic
	Number			Average		Remaining				Shares			Price		Contractual Term		Value
	of			Exercise		Contractual		Aggregate
	Shares			Price		Term		Intrinsic Value

Outstanding at December 31, 2006		592,126		$	8.87
Outstanding at January 1, 2010											483,926		$	14.09
Granted		2,500			19.47						18,000			19.22
Exercised		(88,650	)		7.01						(58,750	)		7.85
Forfeited/Cancelled		(1,500	)		21.53						(3,600	)		16.97

Outstanding at December 31, 2007		504,476		$	9.21		4.06	$	3,383
Outstanding at December 31, 2010											439,576		$	15.11		4.00	$	4,382

Vested and exercisable at December 31, 2007		458,676		$	6.61		3.08	$	4,271
Vested and exercisable at December 31, 2010											305,396		$	12.65		2.54	$	3,797


			Three Months Ended
2007	March 31		June 30		September 30		December 31

Net sales	$	260,729	$	333,635	$	308,481	$	281,941
Gross profit		24,744		47,562		25,519		13,510
Net income		6,439		19,710		5,755		(1,108	)
Net income per common share — basic		0.28		0.84		0.25		(0.05	)
Net income per common share — diluted		0.27		0.83		0.24		(0.05	)

	(1)		Consolidated Financial Statements included in Item ~~8 above are filed as part of this annual report.~~8; and

	(2)		~~Consolidated Financial Statement Schedules included in Item 8 herein:~~

			All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.

	~~(3)~~		~~Exhibits:~~

			The ~~information~~exhibits required by ~~this~~ Item ~~15(a)(3) is~~601 of Regulation S-K, as set forth in the Index to Exhibits accompanying this Annual Report on Form 10-K.



	By:	/s/ DANIEL L. JONES
		Daniel L. Jones
		President and Chief Executive Officer


	Year Ended December 31,									Year Ended December 31,
	2007			2006			2005			2010			2009			2008
Net sales		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Cost of goods sold:
Copper		78.4			66.2			64.2			73.8			67.8			80.0
Other raw materials		6.3			5.0			8.3			6.6			8.8			6.6
Depreciation		1.1			.9			1.5			1.3			1.9			1.2
Labor and overhead		5.4			4.6			6.6			6.2			8.2			5.6
LIFO adjustment		(.6	)		3.7			2.9			3.0			5.6			(4.8	)
Lower cost or market adjustment		0.0			0.0			0.0			0.0			0.0			0.0

		90.6			80.4			83.5			90.9			92.3			88.6


Gross profit		9.4			19.6			16.5			9.1			7.7			11.4
Selling, general and administrative expenses		5.1			4.8			6.1			6.3			6.7			5.7

Operating income		4.3			14.8			10.4			2.8			1.0			5.7
Other (income) expense, net		0.3			0.7			0.5
Interest and other (income) expense											0.3			0.2			0.2


Income before income taxes		4.0			14.1			9.9			2.5			0.8			5.5
Income tax expense		1.4			4.9			3.3			0.8			0.2			1.8


Net income		2.6	%		9.2	%		6.6	%		1.7	%		0.6	%		3.7	%


Signature	Title	Date

/s/ DANIEL L. JONES	President, Chief Executive	March ~~7, 2008~~ 4, 2011
Daniel L. Jones	Officer and Director ~~(Principal~~ (Principal Executive Officer)
	~~Executive Officer)~~

/s/ FRANK J. BILBAN Frank J. Bilban	Vice President-Finance,	~~March 7, 2008~~
~~Frank J. Bilban~~	Treasurer, Secretary and
	Chief Financial Officer (Principal
	Financial and Accounting Officer)


~~Signature~~	~~Title~~	~~Date~~March 4, 2011

/s/ DONALD E. COURTNEY	Director	March ~~7, 2008~~4, 2011
Donald E. Courtney

/s/ ~~JOSEPH M. BRITO~~ JOHN H. WILSON	Director	March ~~7, 2008~~4, 2011
~~Joseph M. Brito~~ John H. Wilson

/s/ ~~JOHN H. WILSON~~ WILLIAM R. THOMAS, III	Director	March ~~7, 2008~~4, 2011
~~John H. Wilson~~ William R. Thomas, III

/s/ ~~WILLIAM R. THOMAS, III~~ SCOTT D. WEAVER	Director	March ~~7, 2008~~4, 2011
~~William R. Thomas, III~~ Scott D. Weaver

~~/s/ SCOTT D. WEAVER~~	~~Director~~	~~March 7, 2008~~
~~Scott D. Weaver~~

/s/ THOMAS L. CUNNINGHAM	Director	March ~~7, 2008~~4, 2011
Thomas L. Cunningham