##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2007
 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
 ENCORE WIRE CORPORATION
  Delaware
(State of incorporation)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:
 Common Stock, par value $.01 per share
    
    The NASDAQ Stock Market(Title of class)
    
    (Name of exchange on which registered)
 Securities registered pursuant to Section 12(g) of the Act: None
  o þ
  o þ
  þ o
 o
  Large accelerated filer o
    
    Accelerated filer
þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  o þ
  Documents
incorporated by reference
  (1)
    
    Proxy statement for the 2008 annual meeting of stockholders  Part III




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##### 



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




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##### Table of Contents



PART I
 
 ITEM 1. BUSINESS
 
 General
     
 Strategy
  Customer Service.
 Product Innovation.
 Low-Cost Production.
 Efficient Plant Design.
 Incentivized Work Force.
 
 Products
  1




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##### Table of Contents



NM-B Cable.
 UF-B Cable.
 THWN-2 Cable
 Armored Cable.
 
 Manufacturing
   Casting
 Drawing
 Stranding.
 PVC Compounding.
 Insulating.
 Jacketing.
 Armoring.
  2    Table of Contents  Customers
   
 Marketing and Distribution
     
 Employees
    
 Raw Materials
  3
    Table of Contents  Competition
    
 Intellectual Property Matters
  
 Internet Address/SEC Filings
  
 ITEM 1A. RISK FACTORS
  4
    Table of Contents  Product Pricing and Volatility of Copper Market
  Operating Results May Fluctuate
  Reliance on Senior Management
  Industry Conditions and Cyclicality
  Competition
  Patent and Intellectual Property Disputes
  5
    Table of Contents  Common Stock Price May Fluctuate
  Future Sales of Common Stock Could Affect Price of Common Stock
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
  
 ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  6
    Table of Contents  EXECUTIVE OFFICERS OF THE COMPANY
  Name
    
    Age
    
    Position with CompanyDaniel L. Jones
    
    
    44
    
    
    President, Chief Executive Officer, and Member of
the Board of DirectorsFrank J. Bilban
    
    
    51
    
    
    Vice President  Finance, Treasurer, Secretary,
and Chief Financial Officer
 Mr. Jones
 Mr. Bilban
  7
    Table of Contents  PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
  High
    
    Low2007First Quarter
    
    $
    27.45
    
    
    $
    21.16Second Quarter
    
    
    30.99
    
    
    
    24.64Third Quarter
    
    
    31.92
    
    
    
    22.25Fourth Quarter
    
    
    26.93
    
    
    
    15.502006First Quarter
    
    $
    36.50
    
    
    $
    23.99Second Quarter
    
    
    46.56
    
    
    
    28.86Third Quarter
    
    
    39.75
    
    
    
    30.50Fourth Quarter
    
    
    36.84
    
    
    
    21.87
   Issuer Purchases of Equity Securities
 (c)
    
    (d)Total number of
    
    Maximum numbershares purchased
    
    of shares that may yet(a)
    
    (b)
    
    as part of publicly
    
    be purchased underTotal number of
    
    Average price paid
    
    announced plans or
    
    the plans orPeriod
    
    shares purchased
    
    per share
    
    programs
    
    programsOctober 1, 2007 
October 31, 2007
    
    
    0
    
    
    
    N/A
    
    
    
    0
    
    
    
    1,000,000November 1, 2007 
November 30, 2007
    
    
    10,000
    
    
    $
    20.12
    
    
    
    10,000
    
    
    
    990,000December 1, 2007 
December 31, 2007
    
    
    114,400
    
    
    $
    16.08
    
    
    
    114,400
    
    
    
    875,600Total
    
    
    124,400
    
    
    $
    16.40
    
    
    
    124,400
    
    
    
    875,600
 
 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. 8
    Table of Contents  Equity Compensation Plan Information
  Number of securitiesremaining available forNumber of securities to
    
    
    
    
    
    future issuance underbe issued upon
    
    Weighted-average
    
    equity compensationexercise of outstanding
    
    exercise price of
    
    plans (excludingoptions, warrants and
    
    outstanding options,
    
    securities reflected inrights
    
    warrants and rights
    
    column (a))PLAN CATEGORY
    

(a)
    

(b)
    
    (c)Equity compensation
plans approved by
security holders
    
    
    504,476
    
    
    $
    9.21
    
    
    
    298,300Equity compensation
plans not approved
by security holders
    
    
    0
    
    
    
    0
    
    
    
    0TOTAL
    
    
    504,476
    
    
    $
    9.21
    
    
    
    298,300
 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 under the Securities Act of 1933 or
the Securities Exchange Act of 1934, as amended, respectively.
 1
  9    Table of Contents  COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG THE COMPANY, PEER GROUP AND CRSP TOTAL RETURN INDEX
 
 
 (1)
    
    Consists of the following companies, with each company being added to the index on its
first date of public trading, as indicated: General Cable Corporation (5/16/97), Belden
CDT Inc. (9/30/93) and Superior Essex Inc. (10/11/96). These are the same companies that
were used in the Total Return Index last year.(2)
    
    Notes: A.
    
    The lines represent monthly index levels derived from compounded daily returns
that include all dividends.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.
    
    The index level for all series was set to $100.00 on 12/31/2002.
 10
    Table of Contents  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
    
    
    $
    384,750Cost of goods sold
    
    
    1,073,451
    
    
    
    1,005,037
    
    
    
    632,842
    
    
    
    506,819
    
    
    
    328,887Gross profit
    
    
    111,335
    
    
    
    244,293
    
    
    
    125,247
    
    
    
    96,406
    
    
    
    55,863Selling, general and
administrative expenses
    
    
    60,400
    
    
    
    59,793
    
    
    
    46,335
    
    
    
    42,218
    
    
    
    31,090Operating income
    
    
    50,935
    
    
    
    184,500
    
    
    
    78,912
    
    
    
    54,188
    
    
    
    24,773Other income (expense):Interest and other income (expense)
    
    
    1,709
    
    
    
    (74
    )
    
    
    (7
    )
    
    
    473
    
    
    
    113Interest expense
    
    
    (5,834
    )
    
    
    (7,686
    )
    
    
    (3,929
    )
    
    
    (2,857
    )
    
    
    (2,423
    )Income before income taxes
    
    
    46,810
    
    
    
    176,740
    
    
    
    74,976
    
    
    
    51,804
    
    
    
    22,463Income tax expense
    
    
    16,014
    
    
    
    61,607
    
    
    
    24,898
    
    
    
    18,444
    
    
    
    8,087Net income
    
    $
    30,796
    
    
    $
    115,133
    
    
    $
    50,078
    
    
    $
    33,360
    
    
    $
    14,376Net income per common and common
equivalent shares  basic
    
    $
    1.32
    
    
    $
    4.95
    
    
    $
    2.17
    
    
    $
    1.45
    
    
    $
    0.63Net income per common and common
equivalent shares  diluted
    
    $
    1.30
    
    
    $
    4.86
    
    
    $
    2.13
    
    
    $
    1.42
    
    
    $
    0.63Weighted average common and common
equivalent shares  basic
    
    
    23,342
    
    
    
    23,254
    
    
    
    23,117
    
    
    
    23,018
    
    
    
    22,682Weighted average common and common
equivalent shares  diluted
    
    
    23,690
    
    
    
    23,674
    
    
    
    23,537
    
    
    
    23,528
    
    
    
    22,924
 As of December 31,2007
    
    2006
    
    2005
    
    2004
    
    2003(In thousands)Balance Sheet Data:Working capital
    
    $
    346,910
    
    
    $
    333,865
    
    
    $
    199,113
    
    
    $
    132,682
    
    
    $
    106,257Total assets
    
    
    513,912
    
    
    
    474,157
    
    
    
    348,476
    
    
    
    251,515
    
    
    
    225,299Long-term debt, net of current portion
    
    
    100,910
    
    
    
    98,974
    
    
    
    70,438
    
    
    
    49,836
    
    
    
    53,425Stockholders equity
    
    
    354,969
    
    
    
    327,121
    
    
    
    210,535
    
    
    
    159,544
    
    
    
    121,776Dividends paid
    
    
    1,867
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 11
    Table of Contents  ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANICAL CONDITION AND RESULTS OF OPERATIONS
 Introduction
  
 Executive Overview
  
    
    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.
    
 General
  12
    Table of Contents  Results of Operations
  Year Ended December 31,2007
    
    2006
    
    2005Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of goods sold:Copper
    
    
    78.4
    
    
    
    66.2
    
    
    
    64.2Other raw materials
    
    
    6.3
    
    
    
    5.0
    
    
    
    8.3Depreciation
    
    
    1.1
    
    
    
    .9
    
    
    
    1.5Labor and overhead
    
    
    5.4
    
    
    
    4.6
    
    
    
    6.6LIFO adjustment
    
    
    (.6
    )
    
    
    3.7
    
    
    
    2.9Lower cost or market adjustment
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.090.6
    
    
    
    80.4
    
    
    
    83.5Gross profit
    
    
    9.4
    
    
    
    19.6
    
    
    
    16.5Selling, general and administrative expenses
    
    
    5.1
    
    
    
    4.8
    
    
    
    6.1Operating income
    
    
    4.3
    
    
    
    14.8
    
    
    
    10.4Other (income) expense, net
    
    
    0.3
    
    
    
    0.7
    
    
    
    0.5Income before income taxes
    
    
    4.0
    
    
    
    14.1
    
    
    
    9.9Income tax expense
    
    
    1.4
    
    
    
    4.9
    
    
    
    3.3Net income
    
    
    2.6
    %
    
    
    9.2
    %
    
    
    6.6
    %
     13
    Table of Contents  2007
    
    
    2006
    
    
    2005Raw materials
    
    $
    28,190
    
    
    $
    18,259
    
    
    $
    11,288Work-in-process
    
    
    14,919
    
    
    
    17,998
    
    
    
    8,428Finished goods
    
    
    113,756
    
    
    
    149,962
    
    
    
    84,665156,865
    
    
    
    186,219
    
    
    
    104,381Adjust to LIFO cost
    
    
    (74,852
    )
    
    
    (82,272
    )
    
    
    (36,449
    )Lower of cost or market adjustment
    
    
    
    
    
    
    
    
    
    
    $
    82,013
    
    
    $
    103,947
    
    
    $
    67,932
         14
    Table of Contents  Off-Balance Sheet Arrangements
  
 Liquidity and Capital Resources
  Year Ended December 31,2007
    
    
    2006
    
    
    2005(In thousands)Net income
    
    $
    30,796
    
    
    $
    115,133
    
    
    $
    50,078Adjustments to reconcile net income to net
cash provided by (used in) operating
activities:Depreciation and amortization
    
    
    13,819
    
    
    
    12,437
    
    
    
    12,421Other 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
    )
    
    
    32,524Net 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
    
    
    
    21,363Issuances of common stock
    
    
    622
    
    
    
    692
    
    
    
    512Tax 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
    
    
    
    21,875Net increase (decrease) in cash
    
    $
    54,292
    
    
    $
    21,981
    
    
    $
    (18
    )
  15
    Table of Contents  16
    Table of Contents  Contractual Obligations
  Payments Due By Period ($ in Thousands)Less Than
    
    
    
    
    
    
    
    
    
    More ThanContractual Obligations
    
    Total
    
    1 Year
    
    1-3 Years
    
    3-5 Years
    
    5 YearsLong-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
    
    
    $
    
 
 Note:
    
    Amounts listed as purchase obligations consist of major raw material purchase orders and
$4.3 million of capital equipment and construction orders open as of December 31, 2007.
 
 Critical Accounting Policies and Estimates
  17
    Table of Contents  Recent Accounting Pronouncements
   18
    Table of Contents  Information Regarding Forward Looking Statements
  
    
    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.
  
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
     
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  19
    Table of Contents  Report of Independent Registered Public Accounting Firm
 
    Share Based Payment
 Internal Control-Integrated Framework
  
 20
    Table of Contents  Encore Wire Corporation
 Consolidated Balance Sheets
 December 31In Thousands of Dollars, Except Share Data
    
    2007
    
    2006AssetsCurrent assets:Cash and cash equivalents
    
    $
    78,895
    
    
    $
    24,603Accounts receivable, net of allowance for losses of $1,003 and
$884 in 2007 and 2006, respectively
    
    
    216,780
    
    
    
    214,963Inventories
    
    
    82,013
    
    
    
    103,947Income taxes receivable
    
    
    9,784
    
    
    
    18,523Current deferred income taxes
    
    
    
    
    
    
    2,301Prepaid expenses and other
    
    
    8,503
    
    
    
    6,713Total current assets
    
    
    395,975
    
    
    
    371,050Property,
plant and equipment  at cost:Land and land improvements
    
    
    10,837
    
    
    
    9,592Construction-in-progress
    
    
    10,058
    
    
    
    6,671Buildings and improvements
    
    
    61,342
    
    
    
    47,065Machinery and equipment
    
    
    142,867
    
    
    
    136,552Furniture and fixtures
    
    
    6,124
    
    
    
    4,073231,228
    
    
    
    203,953Accumulated depreciation
    
    
    (113,397
    )
    
    
    (100,966
    )Property, plant and equipment  net
    
    
    117,831
    
    
    
    102,987Other assets
    
    
    106
    
    
    
    120Total assets
    
    $
    513,912
    
    
    $
    474,157Liabilities and Stockholders EquityCurrent liabilities:Trade accounts payable
    
    $
    22,170
    
    
    $
    13,413Accrued liabilities
    
    
    23,162
    
    
    
    23,772Current deferred income taxes
    
    
    3,733
    
    
    
    Total current liabilities
    
    
    49,065
    
    
    
    37,185Noncurrent deferred income taxes
    
    
    8,968
    
    
    
    9,851Long-term notes payable
    
    
    100,910
    
    
    
    98,974Other long-term liabilities
    
    
    
    
    
    
    1,026Commitments and contingenciesStockholders 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
    
    
    
    260Additional paid-in capital
    
    
    41,806
    
    
    
    40,849Treasury
stock, at cost  2,883,350 and 2,758,950 shares in
2007 and 2006, respectively
    
    
    (17,315
    )
    
    
    (15,275
    )Retained earnings
    
    
    330,217
    
    
    
    301,287Total stockholders equity
    
    
    354,969
    
    
    
    327,121Total liabilities and stockholders equity
    
    $
    513,912
    
    
    $
    474,157
 See accompanying notes.
 21
    Table of Contents  Encore Wire Corporation
 Consolidated Statements of Income
 Year ended December 31In Thousands of Dollars, Except Per Share Data
    
    2007
    
    2006
    
    2005Net sales
    
    $
    1,184,786
    
    
    $
    1,249,330
    
    
    $
    758,089Cost of goods sold
    
    
    1,073,451
    
    
    
    1,005,037
    
    
    
    632,842Gross profit
    
    
    111,335
    
    
    
    244,293
    
    
    
    125,247Selling, general and administrative expenses
    
    
    60,400
    
    
    
    59,793
    
    
    
    46,335Operating income
    
    
    50,935
    
    
    
    184,500
    
    
    
    78,912Other income (expense):Interest and other income
    
    
    1,709
    
    
    
    (74
    )
    
    
    (7
    )Interest expense
    
    
    (5,834
    )
    
    
    (7,686
    )
    
    
    (3,929
    )Income before income taxes
    
    
    46,810
    
    
    
    176,740
    
    
    
    74,976Income tax expense
    
    
    16,014
    
    
    
    61,607
    
    
    
    24,898Net income
    
    $
    30,796
    
    
    $
    115,133
    
    
    $
    50,078Weighted
average common shares  basic
    
    
    23,342
    
    
    
    23,254
    
    
    
    23,117Basic earnings per common share
    
    $
    1.32
    
    
    $
    4.95
    
    
    $
    2.17Weighted
average common shares  diluted
    
    
    23,690
    
    
    
    23,674
    
    
    
    23,537Diluted earnings per common share
    
    $
    1.30
    
    
    $
    4.86
    
    
    $
    2.13Cash dividends per share
    
    $
    0.08
    
    
    $
    0.02
    
    
    $
    
 See accompanying notes.
 22
    Table of Contents  Encore Wire Corporation
 Consolidated Statements of Stockholders Equity
 AdditionalCommon Stock
    
    Paid-In
    
    Treasury
    
    RetainedIn Thousands
    
    Shares
    
    Amount
    
    Capital
    
    Stock
    
    Earnings
    
    TotalBalance at December 31, 2004
    
    
    25,863
    
    
    $
    259
    
    
    $
    38,019
    
    
    $
    (15,275
    )
    
    $
    136,541
    
    
    $
    159,544Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,078
    
    
    
    50,078Proceeds from exercise of stock options
    
    
    76
    
    
    
    
    
    
    
    512
    
    
    
    
    
    
    
    
    
    
    
    512Tax benefit on exercise of stock options
    
    
    
    
    
    
    
    
    
    
    401
    
    
    
    
    
    
    
    
    
    
    
    401Purchase of treasury stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance at December 31, 2005
    
    
    25,939
    
    
    
    259
    
    
    
    38,932
    
    
    
    (15,275
    )
    
    
    186,619
    
    
    
    210,535Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    115,133
    
    
    
    115,133Proceeds from exercise of stock options
    
    
    96
    
    
    
    1
    
    
    
    691
    
    
    
    
    
    
    
    
    
    
    
    692Tax benefit on exercise of stock options
    
    
    
    
    
    
    
    
    
    
    805
    
    
    
    
    
    
    
    
    
    
    
    805Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    421
    
    
    
    
    
    
    
    
    
    
    
    421Dividend 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
    
    
    
    327,121Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,796
    
    
    
    30,796Proceeds from exercise of stock options
    
    
    89
    
    
    
    1
    
    
    
    621
    
    
    
    
    
    
    
    
    
    
    
    622Tax benefit on exercise of stock options
    
    
    
    
    
    
    
    
    
    
    95
    
    
    
    
    
    
    
    
    
    
    
    95Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    241
    
    
    
    
    
    
    
    
    
    
    
    241Dividend declared  $0.08 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,866
    )
    
    
    (1,866
    )Purchase of treasury stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,040
    )
    
    
    
    
    
    
    (2,040
    )Balance at December 31, 2007
    
    
    26,124
    
    
    $
    261
    
    
    $
    41,806
    
    
    $
    (17,315
    )
    
    $
    330,217
    
    
    $
    354,969
 See accompanying notes
 23
    Table of Contents  Encore Wire Corporation
 Consolidated Statements of Cash Flows
 Year ended December 31In Thousands of Dollars
    
    2007
    
    2006
    
    2005Operating ActivitiesNet income
    
    $
    30,796
    
    
    $
    115,133
    
    
    $
    50,078Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    13,819
    
    
    
    12,437
    
    
    
    12,421Deferred income taxes
    
    
    5,151
    
    
    
    (1,948
    )
    
    
    (3,887
    )Excess tax benefits of options exercised
    
    
    (95
    )
    
    
    (805
    )
    
    
    Stock-based compensation
    
    
    241
    
    
    
    421
    
    
    
    Provision for bad debts
    
    
    150
    
    
    
    180
    
    
    
    330Other
    
    
    (89
    )
    
    
    40
    
    
    
    171Changes in operating assets and liabilities:Accounts receivable
    
    
    (1,967
    )
    
    
    (50,213
    )
    
    
    (56,508
    )Inventories
    
    
    21,934
    
    
    
    (36,016
    )
    
    
    (28,820
    )Prepaid expenses and other
    
    
    (2,137
    )
    
    
    12,142
    
    
    
    (11,312
    )Trade accounts payable and accrued liabilities
    
    
    8,148
    
    
    
    138
    
    
    
    7,832Current income taxes payable (receivable)
    
    
    8,834
    
    
    
    (37,258
    )
    
    
    24,692Net cash provided by (used in) operating activities
    
    
    84,785
    
    
    
    14,251
    
    
    
    (5,003
    )Investing ActivitiesPurchases of property, plant and equipment
    
    
    (28,491
    )
    
    
    (22,423
    )
    
    
    (17,233
    )Other
    
    
    5
    
    
    
    (1
    )
    
    
    Proceeds from sale of assets
    
    
    254
    
    
    
    312
    
    
    
    343Net cash used in investing activities
    
    
    (28,232
    )
    
    
    (22,112
    )
    
    
    (16,890
    )Financing ActivitiesProceeds from issuance of private placement debt
    
    
    
    
    
    
    55,000
    
    
    
    Proceeds
from (repayments of) long-term note payable, net
    
    
    
    
    
    
    (26,200
    )
    
    
    21,363Proceeds from issuance of common stock, net
    
    
    622
    
    
    
    692
    
    
    
    512Excess tax benefits of options exercised
    
    
    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
    
    
    
    21,875Net increase (decrease) in cash and cash equivalents
    
    
    54,292
    
    
    
    21,981
    
    
    
    (18
    )Cash and cash equivalents at beginning of year
    
    
    24,603
    
    
    
    2,622
    
    
    
    2,640Cash and cash equivalents at end of year
    
    $
    78,895
    
    
    $
    24,603
    
    
    $
    2,622
 See accompanying notes.
 24
    Table of Contents  Encore Wire Corporation
 Notes to Consolidated Financial Statements
 December 31, 2007
 1. Significant Accounting Policies
 Business
   Principles of Consolidation
  Recent Accounting Pronouncements
  Use of Estimates
  Revenue Recognition
  Freight Expenses
  25
    Table of Contents  1. Significant Accounting Policies (continued)
 Fair Value of Financial Instruments
  Concentrations of Credit Risk
  2007
    
    2006Carrying
    
    Fair
    
    Carrying
    
    FairValue
    
    Value
    
    Value
    
    ValueLong-term notes payable
    
    $
    100,910
    
    
    $
    98,916
    
    
    $
    98,974
    
    
    $
    98,974Interest rate swap
    
    
    
    
    
    
    
    
    
    
    1,026
    
    
    
    1,026
    Allowance for Losses Progression (In Thousands of Dollars)
    
    2007
    
    2006
    
    2005Beginning balance January 1
    
    $
    884
    
    
    $
    690
    
    
    $
    577(Write offs) of bad debts, net of collections of previous write offs
    
    
    (31
    )
    
    
    14
    
    
    
    (217
    )Bad debt provision
    
    
    150
    
    
    
    180
    
    
    
    330Ending balance at December 31
    
    $
    1,003
    
    
    $
    884
    
    
    $
    690
 Cash and Cash Equivalents
  Inventories
  Property, Plant, and Equipment
  26
    Table of Contents  1. Significant Accounting Policies (continued)
 Stock-Based Compensation
     Year ended December 31,In Thousands of Dollars, Except Share Data
    
    2005Net income, as reported
    
    $
    50,078Deduct: Total stock-based employee compensation expense
determined under fair value based methods for all
awards net of related tax effects
    
    
    301Pro forma net income
    
    $
    49,777Earnings per share;Basic, as reported
    
    $
    2.17Basic, pro forma
    
    
    2.15Diluted, as reported
    
    
    2.13Diluted, pro forma
    
    
    2.11
 Earnings Per Share
  27
    Table of Contents  1. Significant Accounting Policies (continued)
 Income Taxes
  Comprehensive Income
  2. Inventories
  In Thousands of Dollars
    
    2007
    
    2006Raw materials
    
    $
    28,190
    
    
    $
    18,259Work-in-process
    
    
    14,919
    
    
    
    17,998Finished goods
    
    
    113,756
    
    
    
    149,962156,865
    
    
    
    186,219Adjust to LIFO cost
    
    
    (74,852
    )
    
    
    (82,272
    )Lower of cost or market adjustment
    
    
    
    
    
    
    $
    82,013
    
    
    $
    103,947
  3. Accrued Liabilities
  In Thousands of Dollars
    
    2007
    
    2006Sales volume discounts payable
    
    $
    15,590
    
    
    $
    14,821Property taxes payable
    
    
    1,940
    
    
    
    2,041Commissions payable
    
    
    2,317
    
    
    
    2,090Accrued salaries
    
    
    2,377
    
    
    
    2,868Other accrued liabilities
    
    
    938
    
    
    
    1,952$
    23,162
    
    
    $
    23,772
 4. Long-Term Notes Payable
  In Thousands of Dollars
    
    2007
    
    20065.27% Senior Notes due 2011
    
    $
    45,000
    
    
    $
    45,000Floating Rate Senior Notes due 2011
    
    
    55,000
    
    
    
    55,000Unrecognized gain on swap termination
    
    
    910
    
    
    
    Fair value of interest rate swap
    
    
    
    
    
    
    (1,026
    )$
    100,910
    
    
    $
    98,974
 28
    Table of Contents  29
    Table of Contents  5. Income Taxes
  In Thousands of Dollars
    
    2007
    
    2006
    
    2005Current:Federal
    
    $
    10,310
    
    
    $
    61,073
    
    
    $
    27,350State
    
    
    553
    
    
    
    2,482
    
    
    
    1,435Deferred
    
    
    5,151
    
    
    
    (1,948
    )
    
    
    (3,887
    )$
    16,014
    
    
    $
    61,607
    
    
    $
    24,898
  2007
    
    2006
    
    2005Amount computed using the statutory rate
    
    $
    16,384
    
    
    $
    61,859
    
    
    $
    26,242State income taxes, net of federal tax benefit
    
    
    363
    
    
    
    1,614
    
    
    
    932Qualified domestic production activity deduction
    
    
    (656
    )
    
    
    (1,868
    )
    
    
    (886
    )Other items
    
    
    (77
    )
    
    
    2
    
    
    
    (1,390
    )$
    16,014
    
    
    $
    61,607
    
    
    $
    24,898
  Deferred Tax Asset (Liability)2007
    
    2006In Thousands of Dollars
    
    Current
    
    Non-current
    
    Current
    
    Non-currentDepreciation
    
    $
    
    
    
    $
    (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
    )
    30
    Table of Contents  6. Stock Options
    WeightedWeighted
    
    AverageNumber
    
    Average
    
    Remainingof
    
    Exercise
    
    Contractual
    

AggregateShares
    
    Price
    
    Term
    

    Intrinsic ValueOutstanding
at December 31, 2006
    
    
    592,126
    
    
    $
    8.87Granted
    
    
    2,500
    
    
    
    19.47Exercised
    
    
    (88,650
    )
    
    
    7.01Forfeited/Cancelled
    
    
    (1,500
    )
    
    
    21.53Outstanding at
December 31, 2007
    
    
    504,476
    
    
    $
    9.21
    
    
    
    4.06
    
    
    $
    3,383Vested and
exercisable at
December 31, 2007
    
    
    458,676
    
    
    $
    6.61
    
    
    
    3.08
    
    
    $
    4,271
  Year Ended December 31,2007
    
    2006
    
    2005Risk-free interest rate
    
    
    3.91
    %
    
    
    3.84
    %
    
    
    3.84
    %Expected dividend yield
    
    
    0.42
    %
    
    
    0.00
    %
    
    
    0.00
    %Expected volatility
    
    
    50.8
    %
    
    
    55.7
    %
    
    
    61.2
    %Expected lives
    
    5.0 years
    
    5.0 years
    
    5.0 years
    31
    Table of Contents  7. Earnings Per Share
  In Thousands
    
    2007
    
    2006
    
    2005Numerator:Net income
    
    $
    30,796
    
    
    $
    115,133
    
    
    $
    50,078Denominator:Denominator
for basic earnings per share  weighted average shares
    
    
    23,342
    
    
    
    23,254
    
    
    
    23,117Effect of dilutive securities:Employee stock options
    
    
    348
    
    
    
    420
    
    
    
    420Denominator
for diluted earnings per share weighted average shares
    
    
    23,690
    
    
    
    23,674
    
    
    
    23,537
  2007
    
    2006
    
    2005Weighted average anti-dilutive stock options
    
    
    50,000
    
    
    
    50,000
    
    
    
    11,250Weighted average exercise price
    
    $
    37.95
    
    
    $
    37.95
    
    
    $
    20.94
 8. Stockholders Equity
  9. Contingencies
  10. Encore Wire 401-K Plan
  11. Related Party Transactions
  32
    Table of Contents  12. Quarterly Financial Information (Unaudited)
  Three Months Ended2007
    
    March 31
    
    June 30
    
    September 30
    
    December 31Net sales
    
    $
    260,729
    
    
    $
    333,635
    
    
    $
    308,481
    
    
    $
    281,941Gross profit
    
    
    24,744
    
    
    
    47,562
    
    
    
    25,519
    
    
    
    13,510Net 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
    )
 Three Months Ended2006
    
    March 31
    
    June 30
    
    September 30
    
    December 31Net sales
    
    $
    252,048
    
    
    $
    362,048
    
    
    $
    372,915
    
    
    $
    262,319Gross profit
    
    
    39,372
    
    
    
    106,853
    
    
    
    74,266
    
    
    
    23,802Net income
    
    
    16,137
    
    
    
    57,059
    
    
    
    35,761
    
    
    
    6,176Net income
per common share  basic
    
    
    0.70
    
    
    
    2.45
    
    
    
    1.54
    
    
    
    0.27Net income
per common share  diluted
    
    
    0.68
    
    
    
    2.41
    
    
    
    1.51
    
    
    
    0.26
 33
    Table of Contents  ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
  
 ITEM 9A.
    
    CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
  Managements Report on Internal Control over Financial Reporting
   Internal Control 
Integrated Framework.
  By:
    
    /s/ Daniel L. JonesDaniel L. JonesPresident , Chief Executive Officerand DirectorBy:
    
    /s/ Frank J. BilbanFrank J. BilbanVice President  Finance, Treasurer, Secretaryand Chief Financial Officer
 34
    Table of Contents  Report of Independent Registered Public Accounting Firm
 
 Internal ControlIntegrated Framework
       
 35
    Table of Contents  ITEM 9B.
    
    OTHER INFORMATION
 None.
 
 PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
   
 ITEM 11. EXECUTIVE COMPENSATION
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
  
 ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
  36
    Table of Contents  PART IV
 
 ITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a)
    
    The following documents are filed as a part of this report:
 (1)
    
    Consolidated Financial Statements included in Item 8 above are filed as part of this annual report.(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 required by this Item 15(a)(3) is set forth in the Index to Exhibits accompanying
this Annual Report on Form 10-K.
 37
    Table of Contents  SIGNATURES
    By:
    /s/ DANIEL L. JONESDaniel
L. JonesPresident
and Chief Executive Officer  Signature
    
    Title
    
    Date/s/ DANIEL L. JONES
    
    President, Chief Executive
    
    March 7, 2008Daniel L. Jones
    
    Officer and Director (PrincipalExecutive Officer)/s/ FRANK J. BILBAN
    
    Vice President-Finance,
    
    March 7, 2008Frank J. Bilban
    
    Treasurer, Secretary andChief Financial Officer (PrincipalFinancial and Accounting Officer)
 38
    Table of Contents  Signature
    
    Title
    
    Date/s/ DONALD E. COURTNEY
    
    Director
    
    March 7, 2008Donald E. Courtney/s/ JOSEPH M. BRITO
    
    Director
    
    March 7, 2008Joseph M. Brito/s/ JOHN H. WILSON
    
    Director
    
    March 7, 2008John H. Wilson/s/ WILLIAM R. THOMAS, III
    
    Director
    
    March 7, 2008William R. Thomas, III/s/ SCOTT D. WEAVER
    
    Director
    
    March 7, 2008Scott D. Weaver/s/ THOMAS L. CUNNINGHAM
    
    Director
    
    March 7, 2008Thomas L. Cunningham
 39
    Table of Contents  ExhibitNumber
    
    Description3.1
    
    Certificate of Incorporation of Encore Wire Corporation, as
amended (filed as Exhibit 3.1 to the Companys Quarterly Report on
Form 10-Q for the quarter ended June 30, 2004, and incorporated
herein by reference).3.2
    
    Second Amended and Restated Bylaws of Encore Wire Corporation.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
    
    Note Purchase Agreement by and among Encore Wire Limited and
Encore Wire Corporation, as Debtors, and Hartford Life Insurance
Company, Great-West Life & Annuity Insurance Company, London Life
Insurance Company and London Life and Casualty Reinsurance
Corporation, as Purchasers, dated August 27, 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
    
    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
    
    Master Note Purchase Agreement 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
    
    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 10-Q for
the quarter ended June 30, 2007, and incorporated herein by
reference).
 40
    Table of Contents  Number
    
    Description10.9*
    
    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).21.1
    
    Subsidiaries23.1
    
    Consent of Ernst & Young LLP (included herein).31.1
    
    Certificate by Daniel L. Jones, President and Chief Executive
Officer of the Company, dated March 7, 2008 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).31.2
    
    Certificate by Frank J. Bilban, Vice President  Finance,
Treasurer, Secretary and Chief Financial Officer of the Company,
dated March 7, 2008 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).32.1
    
    Certificate by Daniel L. Jones, President and Chief Executive
Officer of the Company, dated March 7, 2008 as required by 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (included herein).32.2
    
    Certificate by Frank J. Bilban, Vice President  Finance,
Treasurer, Secretary and Chief Financial Officer, dated March 7,
2008 as required by 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (included herein).*
    
    Management contract or compensatory plan
 41