##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from            to
 000-51043
 International Wire Group, Inc.
  Delaware
    
    43-1705942(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 12 Masonic Ave.
Camden, NY 13316
(315) 245-3800
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller Reporting Company o
 o þ
  þ o




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##### 



INTERNATIONAL WIRE GROUP, INC.
 INDEX
 PagePART I.
FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTS
    
    
    1ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    11ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    18ITEM 4. CONTROLS AND PROCEDURES
    
    
    19PART II.
OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGS
    
    
    19ITEM 1A. RISK FACTORS
    
    
    19ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    20ITEM 3. DEFAULTS UPON SENIOR SECURITIES
    
    
    20ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    20ITEM 5. OTHER INFORMATION
    
    
    20ITEM 6. EXHIBITS
    
    
    20EX-31.1EX-31.2EX-32.1EX-32.2
  i




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 INTERNATIONAL WIRE GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 March 31,
    
    
    December 31,2009
    
    
    2008(In thousands, except share data)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    8,901
    
    
    $
    7,372Accounts receivable, less allowances of $3,244 and $2,979
    
    
    59,639
    
    
    
    66,404Refundable income taxes
    
    
    6,418
    
    
    
    6,632Inventories
    
    
    56,169
    
    
    
    62,602Prepaid expenses and other
    
    
    8,058
    
    
    
    7,526Deferred income taxes
    
    
    11,258
    
    
    
    11,258Total current assets
    
    
    150,443
    
    
    
    161,794Property, plant and equipment, net
    
    
    109,503
    
    
    
    112,950Goodwill
    
    
    62,133
    
    
    
    62,133Identifiable intangibles, net
    
    
    25,642
    
    
    
    26,168Deferred financing costs, net
    
    
    1,601
    
    
    
    1,768Restricted cash
    
    
    1,377
    
    
    
    1,387Other assets
    
    
    3,913
    
    
    
    3,899Total assets
    
    $
    354,612
    
    
    $
    370,099LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current maturities of long-term debt
    
    $
    273
    
    
    $
    595Accounts payable
    
    
    18,437
    
    
    
    22,254Accrued and other liabilities
    
    
    9,922
    
    
    
    10,971Accrued workers compensation costs
    
    
    7,723
    
    
    
    7,596Accrued payroll and payroll related items
    
    
    6,129
    
    
    
    7,472Customers deposits
    
    
    12,704
    
    
    
    13,348Accrued interest
    
    
    3,545
    
    
    
    1,723Dividend payable
    
    
    
    
    
    
    12,010Total current liabilities
    
    
    58,733
    
    
    
    75,969Long-term debt, less current maturities
    
    
    89,874
    
    
    
    87,792Other long-term liabilities
    
    
    8,514
    
    
    
    8,452Deferred income taxes
    
    
    16,204
    
    
    
    16,282Total liabilities
    
    
    173,325
    
    
    
    188,495Stockholders equityCommon stock, $.01 par value, 20,000,000 shares authorized, 10,130,202 issued
    
    
    102
    
    
    
    102Contributed capital
    
    
    187,277
    
    
    
    187,061Accumulated deficit
    
    
    (3,545
    )
    
    
    (4,515
    )Treasury stock at cost, 144,000 shares
    
    
    (3,036
    )
    
    
    (3,036
    )Accumulated other comprehensive income
    
    
    489
    
    
    
    1,992Total stockholders equity
    
    
    181,287
    
    
    
    181,604Total liabilities and stockholders equity
    
    $
    354,612
    
    
    $
    370,099




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INTERNATIONAL WIRE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 For the Three Months EndedMarch 31,
    
    
    March 31,2009
    
    
    2008(In thousands, except share data)Net sales
    
    $
    101,264
    
    
    $
    206,506Operating expenses:Cost of goods sold, exclusive of depreciation and amortization expense
shown below
    
    
    83,558
    
    
    
    177,147Selling, general and administrative expenses
    
    
    9,163
    
    
    
    11,588Depreciation
    
    
    4,070
    
    
    
    3,719Amortization
    
    
    796
    
    
    
    591Loss on sale of property, plant and equipment
    
    
    
    
    
    
    37Operating income
    
    
    3,677
    
    
    
    13,424Other income/(expense):Interest expense
    
    
    (2,193
    )
    
    
    (2,353
    )Amortization of deferred financing costs
    
    
    (167
    )
    
    
    (159
    )Other, net
    
    
    15
    
    
    
    (63
    )Income from continuing operations before income tax provision
    
    
    1,332
    
    
    
    10,849Income tax provision
    
    
    362
    
    
    
    3,734Income from continuing operations
    
    
    970
    
    
    
    7,115Income from discontinued operations, net of income tax provision of $0 and $63
    
    
    
    
    
    
    119Net income
    
    $
    970
    
    
    $
    7,234Basic net income per share:Income from continuing operations
    
    $
    0.10
    
    
    $
    0.72Income from discontinued operations
    
    
    
    
    
    
    0.01Net income
    
    $
    0.10
    
    
    $
    0.73Diluted net income per share:Income from continuing operations
    
    $
    0.10
    
    
    $
    0.70Income from discontinued operations
    
    
    
    
    
    
    0.01Net income
    
    $
    0.10
    
    
    $
    0.71Weighted-average basic shares outstanding
    
    
    9,986,202
    
    
    
    9,921,268Weighted-average diluted shares outstanding
    
    
    9,986,202
    
    
    
    10,217,531
  2




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INTERNATIONAL WIRE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 For the Three Months EndedMarch 31, 2009
    
    
    March 31, 2008(In thousands)Cash flows provided by operating activities:Net income
    
    $
    970
    
    
    $
    7,234Adjustments to reconcile net income to net cash provided by operating activities:Depreciation
    
    
    4,070
    
    
    
    3,719Amortization
    
    
    796
    
    
    
    591Amortization of deferred financing costs
    
    
    167
    
    
    
    159Accounts receivable allowances provision
    
    
    270
    
    
    
    79Stock-based compensation expense
    
    
    216
    
    
    
    218Loss on sale of property, plant and equipment
    
    
    
    
    
    
    37Deferred income taxes
    
    
    (78
    )
    
    
    (40
    )Change in operating assets and liabilities, net of acquisitions:Accounts receivable
    
    
    5,666
    
    
    
    (28,460
    )Inventories
    
    
    6,025
    
    
    
    (5,731
    )Prepaid expenses and other assets
    
    
    (125
    )
    
    
    (506
    )Accounts payable
    
    
    (2,606
    )
    
    
    30,791Accrued and other liabilities and workers compensation costs
    
    
    (829
    )
    
    
    1,570Accrued payroll and payroll related items
    
    
    (1,252
    )
    
    
    (3,136
    )Customers deposits
    
    
    (644
    )
    
    
    117Accrued interest
    
    
    1,822
    
    
    
    1,810Accrued/refundable income taxes
    
    
    223
    
    
    
    3,528Other long-term liabilities
    
    
    87
    
    
    
    (107
    )Net cash provided by operating activities
    
    
    14,778
    
    
    
    11,873Cash flows used in investing activities:Capital expenditures
    
    
    (1,984
    )
    
    
    (2,684
    )Proceeds from sale of property, plant and equipment
    
    
    
    
    
    
    12Restricted cash
    
    
    10
    
    
    
    52Investment in short-term securities
    
    
    (686
    )
    
    
    Acquisition of Hamilton Products, net of $293 cash received
    
    
    
    
    
    
    (9,109
    )Net cash used in investing activities
    
    
    (2,660
    )
    
    
    (11,729
    )Cash flows provided by/(used in) financing activities:Borrowings of long-term obligations
    
    
    40,482
    
    
    
    67,320Repayments of long-term obligations
    
    
    (38,699
    )
    
    
    (66,528
    )Proceeds from issuance of common stock
    
    
    
    
    
    
    180Dividend payment
    
    
    (12,010
    )
    
    
    Net cash provided by/(used in) financing activities
    
    
    (10,227
    )
    
    
    972Effects of exchange rate changes on cash and cash equivalents
    
    
    (362
    )
    
    
    434Net change in cash and cash equivalents
    
    
    1,529
    
    
    
    1,550Cash and cash equivalents at beginning of the period
    
    
    7,372
    
    
    
    3,991Cash and cash equivalents at end of the period
    
    $
    8,901
    
    
    $
    5,541Supplemental disclosure of cash flow information:Interest paid
    
    $
    371
    
    
    $
    543Taxes paid, net of refunds of $80 and $18
    
    $
    88
    
    
    $
    222Amount included in accounts payable for acquisition and capital expenditures
    
    $
    342
    
    
    $
    694
  3




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INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(Unaudited)
 1. Business Organization and Basis of Presentation
 Unaudited Interim Consolidated Financial Statements
  2. Acquisitions
     Purchase of assets and operations
    
    $
    32,000Working capital adjustment
    
    
    (1,176
    )Fees and costs
    
    
    1,303$
    32,127
  4




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Current assets
    
    $
    23,719Property, plant and equipment
    
    
    7,025Identifiable intangibles
    
    
    7,253Current liabilities
    
    
    (5,870
    )$
    32,127
 Business Combinations
    Pro FormaFor the Quarter EndedMarch 31, 2008Net sales
    
    $
    235,531Income from continuing operations
    
    
    11,636Net income
    
    
    7,750Basic net income per share
    
    
    0.78Diluted net income per share
    
    
    0.76
 3. Recently Issued Accounting Standards
 Fair Value Measurements
  5




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Interim Disclosures about Fair
Value of Financial Instruments. Disclosures
about Fair Value of Financial Instruments, Interim Financial Reporting
 4. Inventories
  March 31,
    
    
    December 31,2009
    
    
    2008Raw materials
    
    $
    13,176
    
    
    $
    22,034Work-in-process
    
    
    16,155
    
    
    
    13,402Finished goods
    
    
    26,838
    
    
    
    27,166Total inventories
    
    $
    56,169
    
    
    $
    62,602
  5. Goodwill and Intangible Assets
  March 31,
    
    
    December 31,2009
    
    
    2008Balance, beginning of period
    
    $
    62,133
    
    
    $
    61,560Reversal of deferred income tax valuation allowance
    
    
    
    
    
    
    (211
    )Purchase of Hamilton Products
    
    
    
    
    
    
    784Balance, end of period
    
    $
    62,133
    
    
    $
    62,133
   March 31, 2009
    
    
    December 31, 2008Accumulated
    
    
    
    
    
    
    AccumulatedCost
    
    
    Amortization
    
    
    Cost
    
    
    AmortizationCustomer contracts and relationships
    
    $
    20,510
    
    
    $
    3,513
    
    
    $
    20,510
    
    
    $
    3,171Trade names and trademarks
    
    
    10,908
    
    
    
    2,408
    
    
    
    10,908
    
    
    
    2,249Lease
    
    
    137
    
    
    
    69
    
    
    
    137
    
    
    
    46Alloys
    
    
    92
    
    
    
    15
    
    
    
    92
    
    
    
    13Total identifiable intangibles
    
    $
    31,647
    
    
    $
    6,005
    
    
    $
    31,647
    
    
    $
    5,479
  6




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2009 (remaining nine months)
    
    $
    1,5792010
    
    
    2,0142011
    
    
    1,9582012
    
    
    1,9012013
    
    
    1,901Thereafter
    
    
    16,289
 6. Stock Option Plans and Compensation Expense
   For the Three Months EndedMarch 31, 2009
    
    March 31, 2008Stock Options and Awards:Expected life  employees
    
    6 years
    
    6 yearsExpected life  non-employee directors
    
    5.5 years
    
    5.5 yearsExpected volatility
    
    
    50.0
    %
    
    
    50.0
    %Dividend yield
    
    
    0
    %
    
    
    0
    %Risk-free interest rate
    
    
    2.0
    %
    
    
    2.7
    %
   Weighted
    
    WeightedAverage
    
    Average
    
    AggregateOptions
    
    Exercise
    
    Remaining
    
    IntrinsicOutstanding
    
    Price
    
    Term in Years
    
    Value (1)Outstanding at January 1, 2009
    
    
    1,072,300
    
    
    $
    15.71Granted
    
    
    Exercised
    
    
    Outstanding at March 31, 2009
    
    
    1,072,300
    
    
    $
    15.71
    
    
    
    8.7
    
    
    $
    Vested or expected to vest at March 31, 2009
    
    
    1,018,685
    
    
    $
    15.71
    
    
    
    8.7
    
    
    $
    Exercisable at March 31, 2009
    
    
    968,200
    
    
    $
    15.37
    
    
    
    8.5
    
    
    $
    
 
 (1)
    
    The aggregate intrinsic value was calculated using the difference between the market price
of the Companys common stock at March 31 and the grant price for only those awards that have
a grant price less than the market price of the Companys common stock at March 31.  7




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7. Comprehensive Income/(Loss)
  For the ThreeMonths EndedMarch 31,
    
    
    March 31,2009
    
    
    2008Net income
    
    $
    970
    
    
    $
    7,234Foreign currency translation adjustment
    
    
    (1,503
    )
    
    
    2,414Total comprehensive income/(loss)
    
    $
    (533
    )
    
    $
    9,648
 8. Net Income Per Share
  For the ThreeMonths EndedMarch 31,
    
    March 31,2009
    
    2008Weighted-average shares outstanding-basic
    
    
    9,986,202
    
    
    
    9,921,268Dilutive effect of stock options
    
    
    
    
    
    
    296,263Weighted-average shares outstanding-dilutive
    
    
    9,986,202
    
    
    
    10,217,531
  9. Long-Term Debt
  March 31,
    
    
    December 31,2009
    
    
    2008Senior Revolving Credit Facility
    
    $
    14,874
    
    
    $
    12,79210% Secured Senior Subordinated Notes
    
    
    75,000
    
    
    
    75,000Other
    
    
    273
    
    
    
    595Total long-term debt
    
    
    90,147
    
    
    
    88,387Less current maturities
    
    
    273
    
    
    
    595Long-term portion of long-term debt
    
    $
    89,874
    
    
    $
    87,792
 Senior Revolving Credit Facility
    8




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
    
    An amount equal to 100 percent of the net proceeds of any incurrence of indebtedness by
the Company or any of its subsidiaries; and
    
    An amount equal to 100 percent of the net proceeds of any non-ordinary course sale or
other disposition by us or any of its subsidiaries of any assets, except for certain
exceptions.
 Secured Senior Subordinated Notes
    10. Income Taxes
   9




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11. Business Segment and Geographic Information
      EngineeredWire
    
    HighProducts
    
    PerformanceBare Wire
    
    Europe
    
    Conductors
    
    Corporate
    
    Eliminations
    
    TotalNet salesThree months ended
March 31, 2009
    
    $
    65,884
    
    
    $
    11,340
    
    
    $
    24,396
    
    
    $
    
    
    
    $
    (356
    )
    
    $
    101,264Three months ended
March 31, 2008
    
    
    149,977
    
    
    
    20,656
    
    
    
    36,270
    
    
    
    
    
    
    
    (397
    )
    
    
    206,506Operating income/(loss)Three months ended
March 31, 2009
    
    
    2,234
    
    
    
    (84
    )
    
    
    1,799
    
    
    
    (272
    )
    
    
    
    
    
    
    3,677Three months ended
March 31, 2008
    
    
    7,410
    
    
    
    1,815
    
    
    
    4,417
    
    
    
    (218
    )
    
    
    
    
    
    
    13,424GoodwillMarch 31, 2009
    
    
    62,133
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    62,133December 31, 2008
    
    
    62,133
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    62,133Total assetsMarch 31, 2009
    
    
    223,233
    
    
    
    37,709
    
    
    
    71,600
    
    
    
    25,557
    
    
    
    (3,487
    )
    
    
    354,612December 31, 2008
    
    
    235,688
    
    
    
    41,463
    
    
    
    70,861
    
    
    
    25,509
    
    
    
    (3,422
    )
    
    
    370,099
  For the ThreeMonths EndedMarch 31,
    
    
    March 31,2009
    
    
    2008United States
    
    $
    88,465
    
    
    $
    182,616Europe
    
    
    12,799
    
    
    
    23,890Total
    
    $
    101,264
    
    
    $
    206,506
 10




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March 31, 2009
    
    
    December 31, 2008United States
    
    $
    100,642
    
    
    $
    103,623Europe
    
    
    8,861
    
    
    
    9,327Total
    
    $
    109,503
    
    
    $
    112,950
 12. Related Party Transactions
  13. Litigation
  
 ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     11




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Overview
  
    
    Bare Wire. Our bare and tin-plated copper wire products (or conductors) are used to
transmit digital, video and audio signals or conduct electricity and are sold to a
diverse customer base of over 1,000 insulated wire manufacturers and various industrial
OEMs for use in electronics and data communications, general industrial, energy,
appliances, and automotive markets.
    
    Engineered Wire Products  Europe. Our bare copper wire products are engineered and
used to conduct electricity either for power or for grounding purposes and are sold to a
diverse customer base of various OEMs for use in electrical appliances, power supply,
aircraft and railway and automotive products.
    
    High Performance Conductors. Our High Performance Conductors segment manufactures
specialty high performance conductors which include tin, nickel and silver-plated copper
and copper alloy conductors including high and low temperature standard and customized
conductors as well as specialty film insulated conductors and miniature tubing products.
The products are used by a variety of customers in the commercial and military
aerospace and defense, electronics and data communication, industrial, automotive and
medical electronics and device markets.
  
    
    Demand for the end products in which our products are incorporated.
    
    Our abilities to compete with other suppliers in the industry served.
  
    
    Electronics/data communications and industrial/energy  while the end user
applications are very diverse, some of the contributing factors of demand in the markets
include technology spending and major industrial and/or infrastructure projects,
including build-out of computer networks, mining development, oil exploration and
production projects, mass transit and general commercial and industrial real estate
development.
    
    Automobiles  North American industry production statistics, which are influenced by
labor relations issues, regulatory requirements and trade agreements. For the first
three months of 2009, automotive industry production volumes decreased 49.8% compared to
the same period for 2008. In addition, the impact of the financial restructuring of
certain domestic OEMs on the supplier base can result in changes in demand for
component parts that differ from customer demand for vehicles.
    
    Additional factors relevant to the High Performance Conductors segment include
commercial aircraft deliveries and spending levels in the military defense and
electronic market as well as demand in the electro-medical equipment, medical device,
consumer electronics and industrial/energy markets.  Demand for high performance wire
across all segments was negatively impacted by the slowing global economy in the first
quarter of 2009.  While deliveries of commercial aircraft continue to track to forecast,
the lingering effects of the Boeing strike in the fall of 2008 resulted in higher than
anticipated inventories in the supply chain.  Demand was also impacted by the continued
delays in the production of the 787 Dreamliner.  Demand for medical device components
remained strong due to the continuing trend in acceptance of products available for
minimally invasive procedures and increased product development.
  12




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Current Outlook
  13




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Results of Operations
  For the Three Months EndedMarch 31,
    
    
    March 31,2009
    
    
    2008Net sales
    
    $
    101.3
    
    
    
    100.0
    %
    
    $
    206.5
    
    
    
    100.0
    %Operating expenses:Cost of goods sold, exclusive of depreciation and
amortization expense shown below
    
    
    83.6
    
    
    
    82.5
    
    
    
    177.2
    
    
    
    85.8Selling, general and administrative expenses
    
    
    9.1
    
    
    
    9.0
    
    
    
    11.6
    
    
    
    5.6Depreciation and amortization
    
    
    4.9
    
    
    
    4.8
    
    
    
    4.3
    
    
    
    2.1Operating income
    
    
    3.7
    
    
    
    3.7
    
    
    
    13.4
    
    
    
    6.5Other income/(expense):Interest expense
    
    
    (2.2
    )
    
    
    (2.2
    )
    
    
    (2.4
    )
    
    
    (1.2
    )Amortization of deferred financing costs
    
    
    (0.2
    )
    
    
    (0.2
    )
    
    
    (0.2
    )
    
    
    (0.1
    )Income from continuing operations before income tax provision
    
    
    1.3
    
    
    
    1.3
    
    
    
    10.8
    
    
    
    5.2Income tax provision
    
    
    0.3
    
    
    
    0.3
    
    
    
    3.7
    
    
    
    1.8Income from continuing operations
    
    
    1.0
    
    
    
    1.0
    
    
    
    7.1
    
    
    
    3.4Income from discontinued operations
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.1
    
    
    
    0.1Net income
    
    $
    1.0
    
    
    
    1.0
    %
    
    $
    7.2
    
    
    
    3.5
    %
  For the Three Months EndedMarch 31,
    
    
    March 31,2009
    
    
    2008Net sales:Bare Wire
    
    $
    65.9
    
    
    
    65
    %
    
    $
    150.0
    
    
    
    72
    %Engineered Wire ProductsEurope
    
    
    11.3
    
    
    
    11
    
    
    
    20.6
    
    
    
    10High Performance Conductors
    
    
    24.4
    
    
    
    24
    
    
    
    36.3
    
    
    
    18Eliminations
    
    
    (0.3
    )
    
    
    
    
    
    
    (0.4
    )
    
    
    Total
    
    $
    101.3
    
    
    
    100
    %
    
    $
    206.5
    
    
    
    100
    %Operating income:Bare Wire
    
    $
    2.2
    
    
    
    55
    %
    
    $
    7.4
    
    
    
    55
    %Engineered Wire ProductsEurope
    
    
    (0.0
    )
    
    
    
    
    
    
    1.8
    
    
    
    13High Performance Conductors
    
    
    1.8
    
    
    
    45
    
    
    
    4.4
    
    
    
    32Subtotal
    
    
    4.0
    
    
    
    100
    %
    
    
    13.6
    
    
    
    100
    %Corporate
    
    
    (0.3
    )
    
    
    
    
    
    
    (0.2
    )Total
    
    $
    3.7
    
    
    
    
    
    
    $
    13.4
 Three Months Ended March 31, 2009 versus Three Months Ended March 31, 2008
  14




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##### Table of Contents



15




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##### Table of Contents



Financial Condition
     Liquidity and Capital Resources
 Working Capital and Cash Flows
    Financing Arrangements
  16




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##### Table of Contents



Liquidity
     Stock Repurchase Program
   Off-Balance Sheet Arrangements
  Recently Issued Accounting Standards
 Fair Value Measurements
 17




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##### Table of Contents



Interim Disclosures about Fair
Value of Financial Instruments. Disclosures
about Fair Value of Financial Instruments, Interim Financial Reporting
 
 ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Interest Rate Risk
  Foreign Currency Risk
    Commodity Price Risk
   18




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##### Table of Contents



ITEM
4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  
 PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
 Form 10-Q Form 10-K
 
 ITEM 1A. RISK FACTORS
  19




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##### Table of Contents



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
 ExhibitNumber
    
    Description31.1
    
    Certification of Principal Executive Officer Required by Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Principal Financial Officer Required by Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
        .32.1
    
    Certification of Principal Executive Officer Required by Rule
13a-14(b) of the Securities Exchange Act of 1934, as amended, and
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Principal Financial Officer Required by Rule
13a-14(b) of the Securities Exchange Act of 1934, as amended, and
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 20




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##### Table of Contents



SIGNATURES
  INTERNATIONAL WIRE GROUP, INC.Dated: May 7, 2009
    
    By:
    
    /s/ GLENN J. HOLLERName: Glenn J. HollerTitle: Senior Vice President, Chief Financial Officer(Principal Financial and Accounting Officer) and Secretary




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    

    Description31.1
    
    Certification of Principal Executive Officer Required by Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Principal Financial Officer Required by Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Principal Executive Officer Required by Rule
13a-14(b) of the Securities Exchange Act of 1934, as amended, and
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Principal Financial Officer Required by Rule
13a-14(b) of the Securities Exchange Act of 1934, as amended, and
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.