##### 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 1934For the fiscal year ended
    December 31, 2006oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number:
    000-51043
 International Wire Group,
    Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware

43-1705942(State or other jurisdiction
    of

(I.R.S. Employerincorporation or
    organization)

Identification No.)12 Masonic Ave.
    Camden, NY

13316(Zip Code)(Address of principal executive
    offices)   (315) 245-3800
 (Registrants telephone
    number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
 None
  Securities registered pursuant to Section 12(g) of the
    Act:
 Common Stock, par value $0.01 per share
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
 Large accelerated
    filer  o     
    Accelerated
    filer  o     
    Non-accelerated
    filer  þ
  Rule 12b-2 o þ
    APPLICABLE
    ONLY TO ISSUERS INVOLVED IN
   þ o
    Class

Outstanding at March 31, 2007Common Stock, $0.01 par value
    per share

10,000,002 shares   DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 



TABLE OF
    CONTENTS
  PagePART IItem 1.


Business


2Item 1A.


Risk
    Factors


10Item 1B.


Unresolved Staff
    Comments


15Item 2.


Properties


15Item 3.


Legal
    Proceedings


17Item 4.


Submission of
    Matters to a Vote of Security Holders


17PART IIItem 5.


Market for
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity


18Item 6.


Selected Financial
    Data


20Item 7.


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


22Item 7A.


Quantitative and
    Qualitative Disclosures about Market Risk


40Item 8.


Financial
    Statements and Supplementary Data


42Item 9.


Changes in and
    Disagreement with Accountants on Accounting and Financial
    Disclosure


83Item 9A.


Control and
    Procedures


83Item 9B.


Other
    Information


84PART IIIItem 10.


Directors,
    Executive Officers and Corporate Governance


84Item 11.


Executive
    Compensation


84Item 12.


Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters


85Item 13.


Certain
    Relationships and Related Transactions


85Item 14.


Principal
    Accountant Fees and Services


85PART IVItem 15.


Exhibits and
    Financial Statement Schedules


85Signatures


90Letter AgreementSubsidiariesCertification Required by Rule 13a-14(a)Certification Required by Rule 13a-14(a)Certification Required by Rule 13a-14(b)Certification Required by Rule 13a-14(b)   1




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##### Table of Contents



CAUTIONARY
    STATEMENTS CONCERNING FORWARD-LOOKING STATEMENTS
  Form 10-K
  Form 10-K.
 PART I  Item 1.
    Business.  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 computer and data
    communications products, general industrial, energy, appliances,
    automobiles and other applications.
    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.
    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
    standard and customized high and low temperature conductors as
    well as specialty film insulated conductors and miniature tubing
    products. This segment resulted from our acquisition of Phelps
    Dodge High Performance Conductors of SC & GA, Inc.
    (HPC) on March 31, 2006.  (315) 245-3800.
 2




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##### Table of Contents



Insulated
    Wire Business Sale
    
    sold the inventory, equipment, spare parts and certain other
    assets located at our Avilla, Indiana facility and three
    facilities located in El Paso, Texas;
    sold our Avilla, Indiana facility, transferred leases for two of
    our El Paso, Texas facilities and leased a third
    El Paso, Texas facility to Copperfield (the third facility
    was subsequently sold to Copperfield on February 21, 2006
    for $2 million); and
    transferred certain contracts related to these facilities.        Acquisition
    and Other
   3




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##### Table of Contents



Bankruptcy
    and Other Changes
        Products
    and Markets
    Bare
    Wire Segment (82% of 2006 Consolidated Net Sales from Continuing
    Operations)
    
    appliance (approximately 14% of total 2006 Bare Wire net sales);
    automotive (approximately 20% of total 2006 Bare Wire net sales);
    electronics and data communications (approximately 29% of total
    2006 Bare Wire net sales) including cable television, safety and
    security control, and local area network (LAN) and
    computer systems; and
    industrial/energy (approximately 37% of total 2006 Bare Wire net
    sales) including heating, ventilating and air conditioning
    (HVAC) systems, circuit protection, digital and
    cellular phone towers, elevator cables, mining and oil
    exploration, mass transit and utility power distribution
    applications. 4




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##### Table of Contents




    Single End Wire.  Single end wire is an
    individual wire drawn to the customers size requirements
    ranging from .16 to .00157 inches in diameter (6 American
    Wire Gauge (awg) to 46 awg). Single end wire is
    capable of transmitting signals or electrical currents between
    two points and is used to transmit digital, video and audio
    signals or low voltage current in a variety of wire products
    used in motor controls, local area networks, security systems,
    television or telephone connections and water sprinkler systems.
    Single end wire is generally the least expensive form of wire to
    produce due to its simple configuration.
    Stranded Wire.  Stranded wire is comprised of a
    number of single end wires twisted together in a specific
    geometric pattern that preserves each individual wires
    relative position for the length of the wire. Stranded wire,
    like single end wire, transmits digital, video and audio signals
    or low voltage current. However, stranded wire is more flexible
    and capable of connecting multiple terminals allowing greater
    application. Stranded wire is generally used in products that
    connect peripherals to the personal computer (PC),
    connect the internal components of the PC, and control HVAC,
    security and other functions inside buildings. In addition,
    stranded wire is used in antilock braking systems, airbag
    systems, utility power distribution and circuit breakers.
    Bunched Wire.  Bunched wire is formed by
    twisting a number of single end wires in a random pattern.
    Bunched wire allows increased flexibility while maintaining
    conductivity. This type of wire is the primary wire used in
    appliance wire harnesses. In addition, bunched wire is commonly
    used for transmission of electrical current in lighting fixture
    cords, extension cords and power cords for portable, power hand
    tools.
    Cabled Wire and Braided Wire.  Cabled wire and
    braided wire are combinations of single, bunched or stranded
    wire twisted together in various patterns and thickness. These
    wires transmit electrical current and are typically used in
    mining, mass transportation, automotive, utility power
    distribution, and other industrial applications.
    Shielding Wire.  Shielding wire is comprised of
    varying numbers of single end wires that are wound together in
    parallel construction around a bobbin. Shielding wire does not
    transmit signals or voltage but rather shields the signal
    traveling through the core conductor from outside interference.
    This type of wire is primarily used in data communication
    applications, telecommunications equipment, cable television
    equipment and security systems.  Engineered
    Wire Products  Europe Segment (7% of 2006
    Consolidated Net Sales from Continuing Operations)
    
    electrical appliances (approximately 31% of total 2006
    Engineered Wire Products  Europe net sales);
    power supply (approximately 32% of total 2006 Engineered Wire
    Products  Europe net sales);
    aircraft and railway (approximately 17% of total 2006 Engineered
    Wire Products  Europe net sales); and
    automotive (approximately 20% of total 2006 Engineered Wire
    Products  Europe net sales).  and/or
 5




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High
    Performance Conductors Segment (11% of 2006 Consolidated Net
    Sales from Continuing Operations)
      
    commercial and military aerospace and defense (approximately 45%
    of High Performance Conductors net sales) includes commercial
    and military aircraft wiring, avionics, defense weapons and
    security systems, commercial and defense satellite systems;
    electronics and data communication (approximately 21% of High
    Performance Conductors net sales) including consumer
    electronics, test equipment, data and voice communication;
    industrial and automotive (approximately 19% of High Performance
    Conductors net sales) including industrial power, heat and
    freeze control, automotive and geophysical; and
    medical electronics and devices (approximately 15% of High
    Performance Conductors net sales) including medical diagnostic
    and test equipment and components for minimally invasive medical
    devices.  Marketing
    Key
    Customers
    International
    Operations
     6




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Raw
    Materials
  5/16-inch
  just-in-time
  Manufacturing
    and Distribution
    Bare
    Wire
    
    Wire Drawing Process.  Wire drawing is a
    multi-step process in which raw copper material, primarily
    5/16-inch
    copper rod, is drawn through a series of dies of decreasing
    diameter.
    Plating Process.  After being drawn, our wire
    products may be plated through an electroplating process. We
    have the capability to plate copper wire with tin. Approximately
    29% of our bare wire products are plated with tin. The plating
    process prevents the bare copper from oxidizing and also allows
    the wire to be soldered, which is an important quality in many
    electrical applications.
    Bunching and Stranding Process.  Bunching and
    stranding is the process of twisting together single strand
    wires to form a construction ranging from seven to over 200
    strands. If the wire is bunched, the individual strands of wire
    are twisted together in a random pattern. Stranded wire is
    composed of a number of single end wires twisted together in a
    specific geometric pattern where each strands relative
    position is maintained throughout the length of the wire.
    Cabling Process.  Cabling is the process of
    twisting bunched wire to form a construction ranging from 49 to
    47,000 strands. 7




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Engineered
    Wire Products  Europe
  and/or
  High
    Performance Conductors
    
    Wire Drawing Process.  Wire drawing is a
    multi-step process in which raw materials, primarily copper, and
    to a lesser extent, aluminum, copper-clad steel, copper-clad
    aluminum and various copper alloys, are drawn through a series
    of dies of decreasing diameter.
    Plating Process.  After being drawn, our wire
    products may be plated through a tin, silver or nickel
    electroplating process. Approximately 95% of our high
    performance conductors products are plated with one of these
    materials. The plating processes are used to prevent the copper
    wires from oxidizing. Additionally, silver and tin plating
    improves the solderability of wires, and nickel plating allows
    copper wires to be used in high-temperature applications.
    Bunching and Stranding Process.  Bunching and
    stranding is the process of twisting together single strand
    wires to form a construction ranging from seven to over 100
    strands. If the wire is bunched, the individual strands of wire
    are twisted together in a random pattern. Stranded wire is
    composed of a number of single end wires twisted together in a
    specific geometric pattern where each strands relative
    position is maintained throughout the length of the wire.
    Cabling Process.  Cabling is the process of
    twisting bunched wire to form a geometric construction ranging
    from 49 to over 2,000 strands.    
    Film Insulated.  Film insulating is the process
    of coating bare or silver plated wires with electrically
    insulating materials such as polyethylene or polyimide. This
    process is performed over multiple passes in an oven that cures
    the film being applied.
    Tubing.  Tubing is the process of removing the
    copper mandrel (wire) from a previously film insulated product
    in order to create a tube with very thin walls and a precision
    internal dimension. This tube is then flushed with acid to
    remove contaminant materials, rinsed, dried and cut to size.  Competition
    Backlog
   8




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Patents
    and Trademarks
    Employees
    Seasonality
    Environmental
    Matters
    on-site
    Executive
    Officers of the Registrant
    Name

Age

Position(s)Rodney D. Kent


59


Director and Chief Executive
    OfficerGlenn J. Holler


59


Senior Vice President, Chief
    Financial Officer 
    and SecretaryDonald F. DeKay


52


Vice President  FinanceChrysant E. Makarushka


66


Vice President 
    Purchasing and LogisticsMartin G. Dew


44


President of IWG High Performance
    Conductors, Inc.  9




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##### Table of Contents



Item 1A.
    Risk
    Factors.  Risks
    Related to Our Financial Position
  We
    have a history of losses, and we may not be able to sustain
    profitability.
    Our
    historical financial information is not comparable to our
    current financial condition and results of
    operations.
  90-7, Financial Reporting by Entities in Reorganization under the
    Bankruptcy Code.
  Our
    substantial indebtedness may limit cash flow available to invest
    in the ongoing needs of our business to generate future cash
    flow.
    
    require us to dedicate a substantial portion of our cash flow
    from operations to payments on our indebtedness, reducing the
    availability of our cash flow to fund working capital, capital
    expenditures and other general corporate purposes; 10




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
    increase the amount of interest expense that we have to pay,
    because certain of our borrowings are at variable rates of
    interest, which, if interest rates increase, could result in
    higher interest expense;
    increase our vulnerability to adverse general economic or
    industry conditions;
    limit our flexibility in planning for, or reacting to, changes
    in our business or the industry in which we operate; or
    place us at a competitive disadvantage compared to our
    competitors that have less debt.  See
  Risks
    Related to Our Business
  The
    price of copper, the principal raw material used in our
    products, is subject to price fluctuations and may negatively
    impact our liquidity or cause our customers to decrease their
    orders.
  5/16-inch
  Increases
    in revenue may not reflect improvements in our business, because
    the increases in revenue may be caused by increases in the price
    of copper or acquisitions.
    Disruptions
    in the supply of copper and other raw materials used in our
    products could cause us to be unable to meet customer demand,
    which could result in the loss of customers and net
    sales.
    We
    generally do not obtain long-term volume purchase commitments
    from customers, and, therefore, cancellations, reductions in
    production quantities and delays in production by our customers
    could reduce our operating income and cash flows.
   11




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Demand
    for a portion of our products is highly dependent on the
    aerospace, automobile, appliance, electronics and data
    communication, general industrial/energy and medical device
    markets.
    The
    wire manufacturing industry is highly competitive and we face
    substantial domestic and foreign competition in each of our
    business segments.
    Our
    acquisition and expansion plans may fail to perform as
    expected.
    
    We may not be able to integrate the new acquisition and
    expansion into our existing operations successfully.
    Our estimate of the costs of, or the time involved in,
    improving, repositioning or redeveloping an acquired property or
    asset may prove to be too low, and, as a result, the property or
    asset may fail to meet our estimate of profitability, either
    temporarily or for a longer time.
    Our managements time and focus will be diverted from
    operating our existing business.
    We may experience cultural challenges associated within
    integrating employees from the acquired company into our
    organization.
    We may be unable to retain key employees from the acquired
    business. 12




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The
    loss of a significant customer could significantly reduce our
    sales and impact our long-lived intangible assets as
    well.
    We
    depend heavily on our key employees, and the loss of key
    employees could harm our business.
    If our
    relationship with our employees were to deteriorate, our
    business could suffer.
    A
    significant portion of our business depends on sales outside the
    U.S.
    
    economic or political instability;
    foreign exchange rate fluctuations;
    difficulties in staffing and managing foreign personnel; and
    cultural differences.  We are
    subject to foreign currency fluctuations.
  time-to-time
  As a
    U.S. corporation with international operations, we are
    subject to the Foreign Corrupt Practices Act and a determination
    that we violated this act may subject us to significant fines
    and other penalties and damage our reputation.
   13




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We are
    subject to litigation claims that could reduce our operating
    income.
    We are
    subject to environmental laws and regulations that expose us to
    potential financial liability.
    General
    economic factors that are beyond our control may harm our
    business by causing demand for our products to decline or
    increasing our costs.
    Risks
    Related to Our Common Stock
  We
    expect to experience volatility in our stock price, which could
    negatively affect your investment.
    Our
    stock is traded on the Pink Sheets, which may make
    it make it difficult for you to sell your stock and the
    liquidity of our stock could decrease further if we deregister
    our securities.
   14




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##### Table of Contents



Our
    principal stockholders could exercise their influence over us to
    your detriment.
    All or
    substantially all of our assets are subject to security
    interests, and if we default under our obligations, our
    creditors could foreclose on our assets.
    Anti-takeover
    provisions of our amended and restated certificate of
    incorporation, as well as Delaware law, may reduce the
    likelihood of any potential change of control or unsolicited
    acquisition proposal that you might consider
    favorable.
    Item 1B.
    Unresolved
    Staff Comments.    Item 2.
    Properties.      Owned/Location

Square Feet


Leased

Primary Products/End UseBARE WIRE SEGMENTCamden, New York


408,000


Owned

Single end, bunched, stranded,
    cabled and electroplated wireWilliamstown, New York


183,000


Owned

Single end, bunched, stranded and
    cabled wireBremen, Indiana


153,000


Owned

Bunched wireCamden, New York


159,000


Leased(1)

Single end, bunched, stranded and
    cabled wire 15




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##### Table of Contents



Owned/Location

Square Feet


Leased

Primary Products/End UseJordan, New York


117,000


Leased(1)

Single end, bunched, stranded,
    shielding and cabled wireRome, New York


107,000


Owned

Bunched, stranded, cabled and
    electroplated wireCazenovia, New York


54,000


Owned

Braided wireSherrill, New York


80,000


Owned

Production has not begunEl Paso, Texas


100,000


Owned

Bunched wireEl Paso, Texas


60,000


Owned

Bunched wireLa Mirada, California


19,000


Leased(2)

DistributionENGINEERED WIRE
    PRODUCTS  EUROPE SEGMENTSaint-Chamond, France


60,000


Owned

Specialty braids, rope and cable
    productsSaint-Chamond, France


30,000


Owned

Specialty braids, rope and cable
    productsVinovo, Italy


25,000


Owned

Braided wireHIGH PERFORMANCE CONDUCTORS SEGMENTInman, South Carolina


315,000


Owned

Silver, nickel and tin plated
    continuous cast copper rod and oxygen free wireTrenton, Georgia


100,000


Owned

Ultra fine wire for tubing and
    wire componentsPurrs, Belgium


7,600


Leased (3)

Distribution     (1)
    
    The leases on our Camden, New York and Jordan, New York
    facilities have remaining terms of approximately 5 years.
    During 1997, we purchased the notes that were collateralized by
    the Camden and Jordan properties from an unrelated creditor. We
    negotiated a payment schedule with the lessor which allows the
    lessor to retain title to the property until the termination of
    the lease, at which time we will have the option to purchase the
    properties for a nominal purchase price.(2)
    
    The lease expires April 30, 2007 and will not be renewed
    and operations will cease.(3)
    
    The lease expires April 30, 2015 with early termination
    provisions.  state-of-the-art
 16




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##### Table of Contents



Item 3.
    Legal
    Proceedings.  and/or and/or
      Item 4.
    Submission
    of Matters to a Vote of Security Holders.   17




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##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity.  over-the-counter mark-up,
  High


Low2006Fourth quarter

$
18.35


$
17.05Third quarter


18.00



16.25Second quarter


16.00



14.00First quarter


15.20



9.652005Fourth quarter

$
10.50


$
6.15Third quarter


10.50



5.00Second quarter


15.50



10.75First quarter


17.03



15.50      18




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##### Table of Contents



Performance
    Graph
      
  10/20/04


12/31/04


12/31/05


12/31/06ITWG



100.0




104.6




62.3




113.7S&P 500



100.0




101.8




104.9




119.2Peer Group



100.0




103.5




122.7




281.4     Number of SecuritiesRemaining Available forNumber of Securities to be


Weight-average


Future Issuance UnderIssued Upon Exercise of


Exercise Price of


Equity Compensation PlansOutstanding Options,


Outstanding Options,


(Excluding SecuritiesWarrants and Rights


Warrants and Rights


Reflected in Column (a))(a)


(b)


(c)Plan Category:Equity compensation plans approved
    by security holders


1,089,300


$
15.12



510,700Equity compensation plans not
    approved by security holders(1)


25,000


$
11.00



Total


1,114,300


$
15.03



510,700  19




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##### Table of Contents



(1)
    
    On August 1, 2005, William Lane Pennington, Vice-Chairman
    of the Board of Directors, was granted an option to purchase
    25,000 shares at an exercise price of $11.00 per
    share. One-third of the shares underlying the option became
    exercisable on August 1, 2005, the second-third became
    exercisable on August 1, 2006, and the remaining third
    becomes exercisable on August 1, 2007. The option expires
    on August 1, 2015.  Item 6.
    Selected
    Financial Data.    90-7, Financial Reporting by Entities in Reorganization under the
    Bankruptcy Code.
    Successor Company



Predecessor CompanyFor the Period



For the PeriodOctober 20



January 1Year Ended


Year Ended


Through



ThroughDecember 31,


December 31,


December 31,



October 19,


Year Ended December 31,2006


2005


2004



2004


2003


2002Consolidated Statements of
    Operations Data (in thousands)Net sales

$
748,925


$
424,729


$
68,339



$
271,300


$
216,548


$
216,978Operating expenses:Costs of goods sold, exclusive of
    depreciation expense and amortization shown below


661,182



363,878



57,983




220,087



160,259



153,462Selling, general and administrative
    expenses(1)


44,883



31,508



6,006




21,027



24,093



25,409Depreciation


10,838



8,063



2,067




8,917



11,364



12,403Amortization


3,164



3,169



712




1,288



2,016



2,102Plant closing charges(2)










1,632




262



1,188



Reorganization expenses(3)















3,062



2,172



Goodwill impairment



















2,973



3,853(Gain)/loss on sale of property,
    plant and equipment


24



(721
)


(10
)



(101
)






(8
)Operating income/(loss)


28,834



18,832



(51
)



16,758



12,483



19,757 20




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##### Table of Contents



Successor Company



Predecessor CompanyFor the Period



For the PeriodOctober 20



January 1Year Ended


Year Ended


Through



ThroughDecember 31,


December 31,


December 31,



October 19,


Year Ended December 31,2006


2005


2004



2004


2003


2002Bankruptcy reorganization items:Bankruptcy reorganization
    expenses(3)















(12,710
)






Gain from debt forgiveness(4)















259,252







Other income/(expense):Interest expense (excluding
    interest of $20,959 on liabilities subject to compromise at
    October 19, 2004)


(13,491
)


(11,455
)


(2,280
)



(12,088
)


(34,222
)


(29,272
)Amortization of deferred financing
    costs


(1,151
)


(646
)


(127
)



(6,813
)


(4,873
)


(2,123
)Other, net


96



20



66












(210
)Income/(loss) from continuing
    operations before income tax provision/(benefit) and cumulative
    effect of change in accounting principle


14,288



6,751



(2,392
)



244,399



(26,612
)


(11,848
)Income tax provision/(benefit)


4,401



(179
)







335



236



33,928Income/(loss) from continuing
    operations before cumulative effect of change in accounting
    principle


9,887



6,930



(2,392
)



244,064



(26,848
)


(45,776
)Income/(loss) from discontinued
    operations, net of income taxes of ($137), ($2,407), ($34),
    $331, $55, and $32 respectively(5)


121



(17,749
)


(8,370
)



(6,756
)


(19,890
)


(33,018
)Income/(loss) before cumulative
    effect of change in accounting principle


10,008



(10,819
)


(10,762
)



237,308



(46,738
)


(78,794
)Cumulative effect of change in
    accounting for goodwill net of tax benefit of $19,408(6)























(54,504
)Net income/(loss)

$
10,008


$
(10,819
)

$
(10,762
)


$
237,308


$
(46,738
)

$
(133,298
)Basic and diluted net income/(loss)
    per share:Income (loss) from continuing
    operations

$
0.99


$
0.69


$
(0.24
)


$
244,064


$
(26,848
)

$
(45,776
)Income/loss from discontinued
    operations


0.01



(1.77
)


(0.84
)



(6,756
)


(19,890
)


(33,018
)Cumulative effect of accounting
    change


0.00



0.00



0.00




0



0



(54,504
)Net income/(loss)

$
1.00


$
(1.08
)

$
(1.08
)


$
237,308


$
(46,738
)

$
(133,298
)   21




---



##### Table of Contents



Successor Company



Predecessor CompanyAs of


As of


As of



As of


As ofDecember 31,


December 31,


December 31,



December 31,


December 31,2006


2005


2004



2003


2002Consolidated Balance Sheet
    DataCash and cash equivalents

$
3,315


$
5,422


$
15,192



$
25,981


$
2,546Working capital


110,198



123,540



122,503




(298,649
)


66,299Total assets


375,565



368,686



394,207




392,335



363,510Total debt


113,555



135,416



166,649




397,135



335,521Total shareholders
    equity/(deficit)


171,257



152,813



166,381




(88,628
)


(52,353
)   Successor Company



Predecessor CompanyFor the Period



For the PeriodOctober 20



January 1Year Ended


Year Ended


Through



ThroughDecember 31,


December 31,


December 31,



October 19,


Year Ended December 312006


2005


2004



2004


2003


2002Other Financial
    Data(a):Depreciation and amortization

$
15,179


$
15,144


$
3,594



$
18,786


$
25,138


$
27,645Capital expenditures


11,879



6,973



2,088




7,775



13,970



11,505     (a)
    
    Information based on total cash flows.(1)
    
    Includes stock-based compensation expense under
    SFAS No. 123(R) in the amount of $5,966 for the year
    ended December 31, 2006.(2)
    
    Consists of charges related to the closure and consolidation of
    certain facilities of $1,632 in the period from October 20
    through December 31, 2004, $262 in the period from January
    1 through October 19, 2004 and $1,188 in 2003. (See
    Note 14 to our consolidated financial statements included
    herein.)(3)
    
    Reorganization expenses consist primarily of legal and
    consulting fees, and Bankruptcy reorganization expenses consist
    of legal and consulting fees, key employee retention expenses,
    deferred financing fees offset by the premium on the 11.75%
    Series B Senior Subordinated Notes.(4)
    
    In connection with the reorganization plan, we recorded a gain
    from debt forgiveness in respect of the exchange of our
    11.75% Senior Subordinated Notes of $150,000, 11.75%
    Series B Senior Subordinated Notes of $150,000 and
    14% Senior Subordinated Notes of $5,000 plus accrued
    interest at the time of filing bankruptcy (March 24,
    2004) on these debt instruments of $29,359 for the 10%
    Secured Senior Subordinated Notes of $75,000.(5)
    
    Includes income/(loss) from discontinued operations of the
    Insulated Wire business of $388, ($17,749), ($8,370), ($6,756),
    ($12,961) and ($29,018) for the years ended December 31,
    2006 and 2005, the period October 20 through December 31,
    2004, the period January 1 through October 19, 2004 and the
    years ended December 31, 2003 and 2002, respectively.
    Includes loss for the Wire Harness Product Liability (see
    Note 18 to the consolidated financial
    statements) claims of $267, $6,929 and $4,000 in the years
    December 31, 2006, 2003 and 2002, respectively.(6)
    
    Cumulative effect recorded in connection with the adoption of
    SFAS No. 142, Goodwill and other Intangible
    Assets.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  Form 10-K.
 22




---



##### Table of Contents



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 computer and data
    communications products, general industrial, energy, appliances,
    automobiles and other applications.
    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.
    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 standard and
    customized high and low temperature conductors as well as
    specialty film insulated conductors and miniature tubing
    products. This segment resulted from our acquisition of Phelps
    Dodge High Performance Conductors of SC & GA, Inc. (now
    known as IWG High Performance Conductors, Inc.)
    (HPC) on March 31, 2006.    
    demand for the end products in which our products are
    incorporated; and
    our ability to compete with other suppliers in the industries we
    serve.    
    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
    year ended December 31, 2006, automotive industry
    production volumes decreased 2.3% compared to the same period
    for 2005. In addition, major OEMs have announced first
    quarter 2007 cut-backs in production levels.
    With the HPC acquisition, additional factors include commercial
    aircraft shipments, military aircraft deliveries and
    electro-medical equipment demand rates. Orders and deliveries of
    large civil aircraft in 2006 increased over 20% from 2005.
    Demand for medical devices was also strong in 2006 due to the
    broadening acceptance and products available for minimally
    invasive procedures and increased product development.  state-of-the-art
 23




---



##### Table of Contents



just-in-time
    Insulated
    Wire Business Sale
    
    sold the inventory, equipment, spare parts and certain other
    assets located at our Avilla, Indiana facility and three
    facilities located in El Paso, Texas;
    sold our Avilla, Indiana facility, transferred leases for two of
    our El Paso, Texas facilities and leased the third
    El Paso, Texas facility to Copperfield (the third facility
    was subsequently sold to Copperfield on February 21, 2006
    for $2 million); and
    transferred certain contracts related to these facilities.     24




---



##### Table of Contents



Acquisition
    and Other
         25




---



##### Table of Contents



Bankruptcy
    and Reorganization
    Strategic
    Initiatives
        Results
    of Operations
  90-7, Financial Reporting by Entities in Reorganization under the
    Bankruptcy Code (SOP 90-7).
  SOP 90-7,
   26




---



##### Table of Contents



Successor



PredecessorCompany



CompanySuccessor Company





For the Period



For the PeriodFor the


For the





October 20



January 1Year Ended


Year Ended





Through



ThroughDecember 31,


December 31,


Pro Forma Year


December 31,



October 19,2006


2005


December 31, 2004


2004



2004(Unaudited)Net sales

$
748.9



100
%

$
424.7



100.0
%

$
339.6



100.0
%

$
68.3



100.0
%


$
271.3



100.0
%Operating expenses:Cost of goods sold, exclusive of
    depreciation and amortization expense shown below


661.2



88.3
%


363.9



85.7
%


278.0



81.9
%


58.0



84.9
%



220.1



81.1
%Selling, general and administrative
    expenses


44.9



6.0
%


31.5



7.4
%


27.5



8.1
%


6.0



8.8
%



21.0



7.7
%Depreciation and amortization


14.0



1.9
%


11.2



2.6
%


13.9



4.0
%


2.7



4.0
%



10.2



3.8
%Plant closing charges







%







%


1.9



0.6
%


1.6



2.3
%



0.2



0.1
%Reorganization expenses







%







%


3.1



0.9
%







%



3.1



1.1
%Goodwill impairment







%







%







%







%








%Gain on sale of property, plant and
    equipment







%


(0.7
)


(0.1
)%


(0.1
)



%







%



(0.1
)



%Operating income


28.8



3.8
%


18.8



4.4
%


15.3



4.5
%







%



16.8



6.2
%Bankruptcy reorganization items:Bankruptcy reorganization expenses







%







%







%







%



(12.7
)


(4.7
)%Gain from debt forgiveness







%







%







%







%



259.2



95.6
%Other income/(expense):Interest expense (excluding
    interest of $21.0 on liabilities subject to compromise at
    October 19, 2004)


(13.4
)


(1.8
)%


(11.4
)


(2.7
)%


(10.7
)


(3.2
)%


(2.3
)


(3.4
)%



(12.1
)


(4.5
)%Amortization of deferred financing
    costs


(1.2
)


(0.1
)%


(0.6
)


(0.1
)%


(0.6
)


(0.1
)%


(0.1
)


(0.1
)%



(6.8
)


(2.5
)%Other, net


0.1




%







%







%







%








%Income/(loss) from continuing
    operations before income tax provision (benefit)


14.3



1.9
%


6.8



1.6
%


4.0



1.2
%


(2.4
)


(3.5
)%



244.4



90.1
%Income tax provisions/ (benefit)


4.4



0.6
%


(0.1
)


(0.1
)%


1.6



0.5
%







%



0.3



0.1
%Income/(loss) from continuing
    operations


9.9



1.3
%


6.9



1.6
%


2.4



0.7
%


(2.4
)


(3.5
)%



244.1



90.0
%Income/(loss) from discontinued
    operations, net of income taxes of ($0.1), ($2.4), ($0.1) and
    $0.3, respectively


0.1




%


(17.7
)


(4.1
)%


(4.7
)


(1.4
)%


(8.4
)


(12.3
)%



(6.8
)


(2.5
)%Net income/ (loss)

$
10.0



1.3
%

$
(10.8
)


(2.5
)%

$
(2.3
)


(0.7
)%

$
(10.8
)


(15.8
)%


$
237.3



87.5
%  27




---



##### Table of Contents



Successor



PredecessorCompany



CompanySuccessor Company





For the



For theFor the


For the





Period



PeriodYear Ended


Year Ended





October 20



January 1December


December





Through



Through31,


31,


Pro Forma Year


December



October 19,2006


2005


December 31, 2004


31, 2004



2004(Unaudited)Net sales:Bare Wire

$
611.3



82
%

$
391.8



92
%

$
309.1



91
%

$
62.9



92
%


$
246.2



91
%Engineered Wire
    Products  Europe


55.2



7
%


38.8



9
%


37.6



11
%


7.0



10
%



30.6



11
%High Performance Conductors


83.0



11
%







%







%







%








%Elimination


(0.6
)



%


(5.9
)


(1
)%


(7.1
)


(2
)%


(1.6
)


(2
)%



(5.5
)


(2
)%Total

$
748.9



100
%

$
424.7



100
%

$
339.6



100
%

$
68.3



100
%


$
271.3



100
%Operating income/(loss):Bare Wire

$
23.6



68
%

$
20.1



94
%

$
15.7



85
%

$
2.8



100
%


$
18.1



91
%Engineered Wire
    Products  Europe


3.6



10
%


1.4



6
%


2.7



15
%


(2.8
)


(100
)%



1.8



9
%High Performance Conductors


7.6



22
%







%







%







%








%Subtotal


34.8



100
%


21.5



100
%


18.4



100
%


0.0



100
%



19.9



100
%Corporate


(6.0
)






(2.7
)






(3.1
)















(3.1
)Total

$
28.8






$
18.8






$
15.3






$
0.0







$
16.8   Year
    Ended December 31, 2006 versus Year Ended December 31,
    2005
   28




---



##### Table of Contents



,
  S-1
     29




---



##### Table of Contents



S-1
              Year
    ended December 31, 2005 versus Pro Forma Year Ended
    December 31, 2004
     30




---



##### Table of Contents



S-1
  SOP 90-7,
       31




---



##### Table of Contents



S-1
           32




---



##### Table of Contents



INTERNATIONAL WIRE GROUP, INC.
  UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
 For the Year Ended December 31, 2004
  Successor



PredecessorCompany



Companyfor the Period



for the PeriodOctober 20



January 1through



throughDecember 31,



October 19,2004



2004


Adjustments


Pro Forma(In thousands, except share data)Net sales

$
68,339



$
271,300


$



$
339,639Operating expenses:Cost of good sold, exclusive of
    depreciation and amortization expense shown below


57,983




220,087







278,070Selling, general and
    administrative expenses


6,006




21,027



481
(1)


27,514Depreciation


2,067




8,917



(209
)(2)


10,775Amortization


712




1,288



1,160
(3)


3,160Reorganization expenses







3,062







3,062Plant closing charges


1,632




262







1,894Gain on sale of property, plant
    and equipment


(10
)



(101
)






(111
)Operating income/(loss)


(51
)



16,758



(1,432
)


15,275Bankruptcy reorganization items:Bankruptcy reorganization expenses







(12,710
)


12,710
(4)


Gain from debt forgiveness







259,252



(259,252
)(5)


Other income/(expense):Interest expense (excluding
    interest of $20,959 on liabilities subject to compromise at
    October 19, 2004)


(2,280
)



(12,088
)


3,667
(6)


(10,701
)Amortization of deferred financing
    fees


(127
)



(6,813
)


6,300
(7)


(640
)Other, net


66












66Income/(loss) before income tax
    provision


(2,392
)



244,399



(238,007
)


4,000Income tax provision/(benefit)







335



1,265
(8)


1,600Income/(loss) from continuing
    operations


(2,392
)



244,064



(239,272
)


2,400Income/(loss) from discontinued
    operations


(8,370
)



(6,756
)


10,404



(4,722
)Net income/(loss)

$
(10,762
)


$
237,308


$
(228,868
)

$
(2,322
)Pro forma basic and fully diluted
    net income/(loss) per share














$
(0.23
)Pro forma weighted-average basic
    and diluted shares outstanding (unaudited)















10,000,002     (1)
    
    Reflects the reversal of the net periodic postretirement benefit
    cost related to the Companys self-funded post retirement
    plan. 33




---



##### Table of Contents



(2)
    
    Reflects the adjustment to depreciation relating to the
    adjustment to the fair market value and adjusted remaining
    useful lives of the existing property, plant and equipment as
    follows:  Elimination of historical
    depreciation expense

$
(10,984
)Depreciation expense on fixed
    assets restated at fair value as of January 1, 2004


10,775$
(209
)   (3)
    
    Reflects the additional amortization of customer contracts,
    trade names and trademarks identified as part of the allocation
    of reorganization value.(4)
    
    Reflects elimination of bankruptcy reorganization expenses.(5)
    
    Reflects elimination of gain from debt forgiveness.(6)
    
    Reflects adjustment of interest expense for the $230,000
    reduction of Senior Subordinated Notes pursuant to the Plan of
    Reorganization and interest under the revolving credit facility
    and term loan ended October 20, 2004 as follows:  Debt Balance


Interest Rate


Interest ExpenseElimination of historical interest
    expense for the period prior to the Reorganization









$
14,368Add:Interest on new credit facility

$
47,008



6.05
%


(2,844
)Fees related to new credit facility










(250
)Interest on 10% Senior
    Secured Notes


75,000



10.00
%


(7,500
)Interest on other indebtedness


1,341



8.00
%


(107
)$
3,667   (7)
    
    Reflects the adjustment of the amortization of net deferred
    financing fees for the revolving credit facility and term loan
    ended October 20, 2004 as follows:  Elimination of historical
    amortization of deferred financing fees

$
6,940Amortization on $3,202 of deferred
    financing fees incurred on new credit facility and
    10% Senior Secured Notes over 60 months


(640
)$
6,300   (8)
    
    Reflects income/(loss) before income taxes at a 40% effective
    rate. No consideration has been given to deferred tax assets,
    including net operating loss carryforwards, which are fully
    offset by a valuation allowance as any reversal of the valuation
    allowance will offset goodwill first, then intangible assets and
    then increase additional paid-in capital in accordance with
    SOP 90-7.  Critical
    Accounting Policies
    Revenue
    Recognition
   34




---



##### Table of Contents



Accounts
    Receivable
    Inventories
  first-in,
  Long-Lived
    Assets
      Stock-based
    Compensation
  Share-Based
    Payment
 35




---



##### Table of Contents



Accounting for Stock Issued to Employees,
  Accounting For Stock-Based
    Compensation,
  Income
    Taxes
  SOP 90-7.
      Recently
    Issued Accounting Standards
  Inventory
    Costs  an amendment of ARB No. 43,
    Chapter 4 Inventory Pricing,
  Shared Based Payment
 36




---



##### Table of Contents



Accounting for Uncertainty in Income
    Taxes  an interpretation of FASB Statement
    No. 109
  Fair Value Measurements
  Considering the
    Effects of Prior Year Misstatements when Quantifying
    Misstatements in Current Year Financial Statements
  The Fair Value Option for
    Financial Assets and Liabilities  including an
    amendment to FASB Statement No. 115
  Liquidity
    and Capital Resources
  Working
    Capital and Cash Flows
     37




---



##### Table of Contents



Financing
    Arrangements
      Liquidity
   38




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
   39




---



##### Table of Contents



Contractual
    Obligations
    Less Than








More ThanContractual Obligations(3)

Total


1 Year


1-3 Years


3-5 Years


5 YearsDebt(1)

$
113.5


$
0.5


$
0.0


$
113.0


$
0.0Estimated interest on debt(2)


36.7



8.3



15.0



13.4



0.0Open purchase orders


20.5



20.5



0.0



0.0



0.0Operating leases


7.1



1.7



2.9



1.9



0.6Total contractual cash obligations

$
177.8


$
31.0


$
17.9


$
128.3


$
0.6     (1)
    
    Debt obligations are exclusive of interest.(2)
    
    Interest was estimated using the debt balance outstanding at
    December 31, 2006 and the interest rates in effect on
    December 31, 2006.(3)
    
    Deferred compensation of $1.9 million was excluded from the
    contractual obligations table as the timing of the payments is
    dependent on the employees termination date.  Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk.    Interest
    Rate Risk
    Foreign
    Currency Risk
  time-to-time
     40




---



##### Table of Contents



Commodity
    Price Risk
  5/16-inch
 41




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data.  INTERNATIONAL
    WIRE GROUP, INC.
  INDEX
  Consolidated Financial StatementsReports of
    Independent Registered Public Accounting Firms


43Balance Sheets as
    of December 31, 2006 and December 31, 2005


46Statements of
    Operations for the Years Ended December 31, 2006 and
    December 31, 2005 and for the Periods from October 20
    through December 31, 2004 (Successor) and January 1 through
    October 19, 2004 (Predecessor)


47Statements of
    Changes in Stockholders Equity for the Years Ended
    December 31, 2006 and December 31, 2005 and for the
    Periods from October 20 through December 31, 2004
    (Successor) and January 1 through October 19, 2004
    (Predecessor)


48Statements of Cash
    Flows for the Years Ended December 31, 2006 and
    December 31, 2005 and for the Periods from October 20
    through December 31, 2004 (Successor) and January 1 through
    October 19, 2004 (Predecessor)


49Notes to
    Consolidated Financial Statements


50  42




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           
    43




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        
   Form 10-K/A,
  44




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        
     45




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  CONSOLIDATED
    BALANCE SHEETS
  December 31,


December 31,2006


2005(In thousands, exceptshare data)ASSETSCurrent assets:Cash and cash equivalents

$
3,315


$
5,422Accounts receivable, less
    allowance of $1,738 and $3,036


97,896



98,296Inventories


58,808



56,874Prepaid expenses and other


7,135



10,112Asset held for sale






1,975Deferred income taxes


16,701



20,218Total current assets


183,855



192,897Property, plant and equipment, net


103,889



85,440Goodwill


62,148



62,307Identifiable intangibles, net


18,369



21,358Deferred financing costs, net


2,955



2,457Restricted cash


1,559



1,922Other assets


2,790



2,305Total assets

$
375,565


$
368,686LIABILITIES AND STOCKHOLDERS
    EQUITYCurrent liabilities:Current maturities of long-term
    debt

$
535


$
228Accounts payable and other


33,513



33,865Accrued and other liabilities


14,264



13,670Accrued payroll and payroll
    related items


10,401



8,131Customers deposits


12,086



11,428Accrued income taxes


1,011



197Accrued interest


1,847



1,838Total current liabilities


73,657



69,357Long-term debt, less current
    maturities


113,020



135,188Other long-term liabilities


4,029



3,558Deferred income taxes


13,602



7,770Total liabilities


204,308



215,873Stockholders equity:Common stock, $.01 par value,
    20,000,000 shares authorized, 10,000,002 issued and
    outstanding


100



100Contributed capital


181,566



175,600Accumulated deficit


(11,573
)


(21,581
)Accumulated other comprehensive
    income/(loss)


1,164



(1,306
)Total stockholders equity


171,257



152,813Total liabilities and
    stockholders equity

$
375,565


$
368,686    46




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Successor


Successor


Successor



PredecessorCompany


Company


Company



CompanyFor the Period



For the PeriodFor the Year


For the Year


October 20



January 1Ended


Ended


through



throughDecember 31,


December 31,


December 31,



October 19,2006


2005


2004



2004(In thousands, except share data)Net sales

$
748,925


$
424,729


$
68,339



$
271,300Operating expenses:Cost of goods sold, exclusive of
    depreciation and amortization expense shown below


661,182



363,878



57,983




220,087Selling, general and
    administrative expenses


44,883



31,508



6,006




21,027Depreciation


10,838



8,063



2,067




8,917Amortization


3,164



3,169



712




1,288Plant closing charges










1,632




262Reorganization expenses















3,062(Gain)/loss on sale of property
    plant and equipment


24



(721
)


(10
)



(101
)Operating income (loss)


28,834



18,832



(51
)



16,758Bankruptcy reorganization items:Bankruptcy reorganization expense















(12,710
)Gain from debt forgiveness















259,252Other income/(expense):Interest expense (excluding
    interest of $20,959 on liabilities subject to compromise at
    October 19, 2004)


(13,491
)


(11,455
)


(2,280
)



(12,088
)Amortization of deferred financing
    costs


(1,151
)


(646
)


(127
)



(6,813
)Other income, net


96



20



66




Income/(loss) from continuing
    operations before income tax provision/(benefit)


14,288



6,751



(2,392
)



244,399Income tax provision/(benefit)


4,401



(179
)







335Income/(loss) from continuing
    operations


9,887



6,930



(2,392
)



244,064Income/(loss) from discontinued
    operations, net of income taxes of ($137), ($2,407), ($34) and
    $331, respectively


121



(17,749
)


(8,370
)



(6,756
)Net income/(loss)

$
10,008


$
(10,819
)

$
(10,762
)


$
237,308Basic and diluted net
    income/(loss) per share:Income/(loss) from continuing
    operations

$
0.99


$
0.69


$
(0.24
)


$
244,064Income/(loss) from discontinued
    operations


0.01



(1.77
)


(0.84
)



(6,756
)Net income/(loss)

$
1.00


$
(1.08
)

$
(1.08
)


$
237,308Weighted-average basic shares
    outstanding


10,000,002



10,000,002



10,000,002




1,000Weighted-average diluted shares
    outstanding


10,003,973



10,000,002



10,000,002




1,000    47




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  CONSOLIDATED
    STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
   AccumulatedCarryover of





OtherCommon


Contributed


Predecessor


Accumulated


ComprehensiveStock


Capital


Basis


Deficit


Income/(Loss)


Total(In thousands)Balance Predecessor
    December 31, 2003

$



$
243,331


$
(67,762
)

$
(267,529
)

$
3,332


$
(88,628
)Comprehensive incomeNet income














237,308







237,308Foreign currency translation
    adjustments, net of taxes of $0


















283



283Total comprehensive income






















237,591Balance Predecessor
    October 19, 2004






243,331



(67,762
)


(30,221
)


3,615



148,963Fresh-start adjustments
    (Note 3)


100



(67,731
)


67,762



30,221



(3,615
)


26,737Balance Successor
    October 20, 2004


100



175,600















175,700Comprehensive income/(loss)Net loss














(10,762
)






(10,762
)Foreign currency translation
    adjustments, net of taxes of $0


















1,443



1,443Total comprehensive (loss)






















(9,319
)Balance Successor
    December 31, 2004


100



175,600







(10,762
)


1,443



166,381Comprehensive income/(loss)Net loss














(10,819
)






(10,819
)Foreign currency translation
    adjustments, net of taxes of $0


















(2,749
)


(2,749
)Total comprehensive (loss)






















(13,568
)Balance Successor
    December 31, 2005


100



175,600







(21,581
)


(1,306
)


152,813Comprehensive income


Net income














10,008







10,008Foreign currency translation
    adjustments, net of taxes of $0


















2,470



2,470Total comprehensive income






















12,478Stock-based compensation






5,966















5,966Balance Successor
    December 31, 2006

$
100


$
181,566


$



$
(11,573
)

$
1,164


$
171,257    48




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Successor


Successor


Successor



PredecessorFor the Year


For the Year


For the Period



For the PeriodEnded


Ended


October 20 through



January 1 throughDecember 31, 2006


December 31, 2005


December 31, 2004



October 19, 2004(In thousands)Cash flows provided by/(used in)
    operating
    activities:Net income/(loss)

$
10,008


$
(10,819
)

$
(10,762
)


$
237,308Adjustments to reconcile net
    income/(loss) to net cash provided by/(used in) operating
    activities:Gain from debt forgiveness















(259,252
)Depreciation


11,684



10,531



2,467




16,320Amortization


3,495



4,613



1,127




2,466Amortization of deferred financing
    costs


1,151



646



127




6,813Provision for doubtful accounts


1,024



417



83




242Stock based compensation expense


5,966












Gain on sale of businesses


(787
)











Gain on sale of property, plant and
    equipment


(526
)


(721
)


(16
)



(192
)Impairment of long-lived assets






11,846



4,671




Deferred income taxes


2,414



(3,396
)







Change in operating assets and
    liabilities net of acquisitions and divestitures:Accounts receivable


4,213



(29,767
)


4,541




(8,483
)Inventories


8,667



25,561



4,337




(20,072
)Prepaid expenses and other assets


(1,290
)


568



(978
)



(3,844
)Accounts payable


(2,115
)


21,770



(4,658
)



2,976Accrued and other liabilities


342



484



5,671




(4,098
)Accrued payroll and payroll related
    items


1,968



(1,249
)


558




2,999Customers deposits


(964
)


(948
)


(1,982
)



1,915Accrued interest


9



135



1,667




7,224Accrued income taxes


759












Other long-term liabilities


2



(767
)


529




(139
)Net cash provided by/(used in)
    operating activities before reorganization activities


46,020



28,904



7,382




(17,817
)Cash flows provided by (used in)
    reorganization activities






(6,439
)


(3,489
)



6,976Net cash provided by/(used in)
    operating activities


46,020



22,465



3,893




(10,841
)Cash flows used in investing
    activities:Capital expenditures


(11,879
)


(6,973
)


(2,088
)



(7,775
)Net proceeds from sale of property,
    plant and equipment


1,758



875



16




192Restricted cash


363



1,186








(1,492
)Proceeds from sale of businesses


36,959



4,225








Acquisition of Phelps Dodge High
    Performance Conductors of SC & GA, Inc., net of $45
    cash received


(52,143
)











Net cash used in investing
    activities


(24,942
)


(687
)


(2,072
)



(9,075
)Cash flows provided by/(used in)
    financing activities:Borrowings under long-term
    obligations


453,583



61,091



(6,317
)



91,593Repayment under long term
    obligations


(475,444
)


(92,324
)


6,979




(82,000
)Financing fees


(1,649
)


(28
)


(523
)



(2,642
)Net cash provided by/(used in)
    financing activities


(23,510
)


(31,261
)


139




6,951Effects of exchange rate changes on
    cash and cash equivalents


325



(287
)


(99
)



315Net change in cash and cash
    equivalents


(2,107
)


(9,770
)


1,861




(12,650
)Cash and cash equivalents at
    beginning of the period


5,422



15,192



13,331




25,981Cash and cash equivalents at end of
    the period

$
3,315


$
5,422


$
15,192



$
13,331Supplemental disclosure of cash
    flow information:Interest paid

$
14,377


$
13,361


$
915



$
8,218Net taxes paid (including taxes
    refunded of $129, $186, $0 and $47)

$
738


$
810


$
48



$
761Amount included in accounts payable
    and other for acquisition and capital expenditures

$
3,185


$



$




$
    49




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (In thousands, except share data)



INTERNATIONAL
    WIRE GROUP, INC.



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)  1.
    Business
    Organization and Basis of Presentation          Fresh-Start
    Basis of Presentation
  90-7, Financial Reporting by Entities in Reorganization Under the
    Bankruptcy Code
 50




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   2.
    Voluntary
    Bankruptcy Filing and Plan of Reorganization  lock-up 04-11991 non-U.S. subsidiaries debtor-in-possession
      Accrued interest

$
29,252Senior Subordinated Notes,
    excluding unamortized premium


305,000Total

$
334,252   SOP 90-7,
  SOP 90-7. SOP 90-7.
 51




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     January 1throughOctober 19,2004Consulting

$
1,439Legal


1,410Other


213$
3,062     Consulting

$
4,067Legal


4,050Key Employee Retention Plan


2,295Management company severance


1,920Deferred financing fees


1,548Premium on 11.75 Percent
    Series B Senior Subordinated Notes


(2,673
)Other


1,503$
12,710   3.
    Fresh-Start
    Reporting  SOP 90-7,
  5-year
  SOP 90-7
 52




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      SOP 90-7,
 53




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Predecessor








SuccessorOctober 19,


Debt


Fresh-Start


October 20,2004


Restructuring


Adjustments


2004ASSETSCurrent assets:Cash and cash equivalents

$
13,331


$



$



$
13,331Accounts receivable trade, net


74,305











74,305Inventories


79,626







7,415
(a)


87,041Prepaid expenses and other


12,537







(1,116
)(e)


11,421Total current assets


179,799







6,299



186,098Property, plant and equipment


109,107







(5,315
)(b)


103,792Goodwill


86,417







(15,058
)(c)


71,359Identifiable intangibles, net


2,981







30,124
(d)


33,105Deferred financing fees, net










2,678
(e)


2,678Other assets


13,685











13,685Total assets

$
391,989


$



$
18,728


$
410,717LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Current maturities of long-term
    debt

$
1,519


$



$
(134
)(h)

$
1,385Accounts payable


17,081











17,081Accrued and other liabilities


44,031







(3,168
)(j)


40,863Accrued interest


29,626



(29,252
)(i)


(338
)(h)


36Total current liabilities


92,257



(29,252
)


(3,640
)


59,365Long-term debt, less current
    maturities


397,785



(230,000
)(i)


3,796
(h)


171,581Other long-term liabilities


12,236







(8,165
)(f)


4,071Total liabilities


502,278



(259,252
)


(8,009
)


235,017Total stockholders equity


(110,289
)


259,252



26,737
(g)


175,700Total liabilities and
    stockholders equity

$
391,989


$



$
18,728


$
410,717     (a)
    
    To adjust inventory to estimated fair market value.(b)
    
    To adjust property and equipment to estimated fair market value.(c)
    
    To write off Predecessor goodwill and record Successor
    reorganization value in excess of identifiable assets (Goodwill).(d)
    
    To recognize identifiable intangible assets at estimated fair
    market value.(e)
    
    To recognize deferred financing fees incurred in connection with
    Successor debt. On October 19, 2004, the Company prepaid
    $1,116 of financing fees. On October 20, 2004, the Company
    reclassified those fees upon receipt of the proceeds. The
    Company paid an additional $1,563 in financing fees on
    October 20, 2004.(f)
    
    To adjust capital leases by $537 and post-retirement benefits by
    $7,628 to estimated fair market value. 54




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (g)
    
    To write off common stock and retained earnings of the
    Predecessor, and to record the issuance of 10 million
    shares of Successor common stock.(h)
    
    To write off DIP financing and accrued interest and the addition
    of the new senior revolving credit facility and term loan and
    secured senior subordinated notes.(i)
    
    To reflect the settlement of liabilities subject to compromise
    of $334,252, exchanged for $75,000 of Indentures.(j)
    
    To reflect reorganization-related payments made with loan
    proceeds.  4.
    Significant
    Accounting Policies  Principles
    of Consolidation and Use of Estimates
        Revenue
    Recognition
      Shipping
    and Handling Fees and Costs
    Cash and
    Cash Equivalents
   55




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Restricted
    Cash
    Concentrations
    of Credit Risk
    Inventories
  last-in, first-in,
  Property,
    Plant and Equipment
  SOP 90-7.
  Goodwill
  Goodwill and
    Other Intangible Assets ,
 56




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Identifiable
    Intangibles
    Impairment
    of Long-lived Assets
  Accounting for the
    Impairment or Disposal of Long-Lived Assets.
  Deferred
    Financing Costs
    Stock-based
    Compensation
  Share-Based
    Payment
  Accounting For Stock-Based
    Compensation
 57




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       Risk-free interest rate


4.9
%Expected dividend yield


0
%Expected life


6 yearsExpected volatility


58
%     Income
    Taxes
    Foreign
    Currency Translation
      Fair
    Value of Financial Instruments
  Disclosure about Fair Value of
    Financial Instruments
 58




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Allocation
    of Interest to Expense to Discontinued Operations
  87-24, Allocation of Interest to Discontinued Operations.
  Net
    Income/(Loss) Per Share
  Earnings per Share
  For Year Ended


For Period EndedDecember 31,


December 31,


Oct 20  Dec 31,


Jan 1, 20042006


2005


2004


Oct 19, 2004Weighted-average shares
    outstanding-basic


10,000,002



10,000,002



10,000,002



1,000Dilutive effect of stock options


3,971











Weighted-average shares
    outstanding  dilutive


10,003,973



10,000,002



10,000,002



1,000     Significant
    Customers
    Concentration
    of Copper Suppliers
   59




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Segment
    Information
    Other
    Comprehensive Income/(Loss)
  Reporting Comprehensive Income,
  Recently
    Issued Accounting Standards
  Inventory
    Costs  an amendment of ARB No. 43,
    Chapter 4 Inventory Pricing
  Share-Based Payment.
  Accounting for Uncertainty in Income
    Taxes  an interpretation of FASB Statement
    No. 109
 60




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Fair Value Measurements
  Considering the Effects
    of Prior Year Misstatements when Quantifying Misstatements in
    Current Year Financial Statements
  The
    Fair Value Option for Financial Assets and
    Liabilities  including an amendment to FASB Statement
    No. 115.
  5.
    Acquisition
    and Other       61




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Purchase of common stock and
    estimated working capital adjustment at closing

$
43,676Additional working capital
    adjustment


2,671Purchase of consigned inventory


5,057Contingent payment


3,000Fees and costs


784$
55,188     Current assets

$
34,288Property, plant and equipment


30,789Identifiable intangibles


460Current liabilities, excluding
    deferred income taxes


(3,065
)Deferred income taxes


(6,937
)Other liabilities


(347
)$
55,188   Business
    Combinations
     62




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Pro FormaFor the Year EndedDecember 31,


December 31,2006


2005(Unaudited)Net sales

$
775,819


$
509,885Income from continuing operations


10,942



8,759Net income/(loss)


11,063



(8,990
)Basic and diluted net
    income/(loss) per share


1.11



(0.90
)     6.
    Inventories    December 31,


December 31,2006


2005Raw materials

$
16,960


$
18,274Work-in-process


13,827



14,400Finished goods


28,021



24,200Total inventories

$
58,808


$
56,874   last-in, first-in,
 63




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    7.  Property,
    Plant and Equipment
    December 31,


December 31,2006


2005Land

$
5,356


$
5,954Building and improvements


28,825



25,609Machinery and equipment


83,832



69,131Construction in progress


6,493



1,217124,506



101,911Less: accumulated depreciation


(20,617
)


(16,471
)$
103,889


$
85,440     8.
    Goodwill
    and Intangible Assets    December 31,


December 31,2006


2005Balance, beginning of period

$
62,307


$
71,359Reduction of deferred income tax
    valuation allowance


(159
)


(9,052
)Balance, end of period

$
62,148


$
62,307   SOP 90-7,
    December 31, 2006


December 31, 2005Accumulated





AccumulatedCost


Amortization


Cost


AmortizationCustomer contracts and
    relationships

$
9,534


$
1,400


$
11,292


$
1,125Trade names and trademarks


10,568



1,135



10,200



612Favorable leases


2,671



1,958



2,671



1,068Alloys


92



3







Total identifiable intangible
    assets

$
22,865


$
4,496


$
24,163


$
2,805    64




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007

$
1,8762008


1,1632009


1,1632010


1,1632011


1,163Thereafter


11,841   9.
    Financing
    Costs      10.
    Discontinued
    Operations     65




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Successor



PredecessorFor the Period



For the PeriodFor the Year


For the Year


October 20



January 1Ended


Ended


through



throughDecember 31,


December 31,


December 31,



October 19,2006


2005


2004



2004Net sales

$
53,195


$
238,819


$
37,805



$
181,696Income/(loss) before income tax
    provision/(benefit)


365



(20,156
)


(8,404
)



(6,425
)Income/(loss), net of income taxes


388



(17,749
)


(8,370
)



(6,756
)  66




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,


December 31,2006


2005Current assets:Cash

$



$
870Accounts receivable


93



28,345Inventory






16,803Assets held for sale






1,975Other current assets






2,831Total current assets

$
93


$
50,824Non-current assets:Property, plant and equipment, net

$



$
14,334Identifiable intangibles






1,397Other non-current assets


200



520Total non-current assets

$
200


$
16,251Current liabilities:Accounts payable

$
232


$
5,445Accrued expenses


499



3,031Total current liabilities

$
731


$
8,476     11.
    Related
    Party Transactions     67




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  12.
    Long-Term
    Debt    December 31,


December 31,2006


2005Revolver Credit Facility

$
38,020


$
30,188Senior Term Loan






30,00010% Secured Senior Subordinated
    Notes


75,000



75,000Other


535



228Total long-term debt


113,555



135,416Less current maturities


535



228Long-term portion of long-term debt

$
113,020


$
135,188   Senior
    Revolver Credit Facility and Term Loan
  sub-facility
         68




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  out-of-pocket
        
    An amount equal to 100 percent of the net proceeds of any
    incurrence of indebtedness by the Company or any of its
    subsidiaries;
    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
         69




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    RedemptionPrice2007


105.00
%2008


102.50
%2009


101.25
%2010 and thereafter


100.00
%     
    The Company may on any one or more occasions redeem up to
    35 percent of the aggregate principal amount of the Notes
    at a redemption price equal to 110 percent of the principal
    amount thereof, plus accrued and unpaid interest thereon, if
    any, to the redemption date with net cash proceeds at one or
    more underwritten public offerings of the Companys common
    stock; provided that at least 50% of the Notes remain
    outstanding and that the redemption occurs within 90 days
    of the closing of the public offering.
    If the Company or any of its restricted subsidiaries consummate
    an asset disposition pursuant to which the net available cash
    exceeds $25,000, the Company will have the option to redeem up
    to the maximum principal amount of the Notes that may be
    purchased out of such net available cash at any offer price in
    cash in an amount equal to 110 percent of the principal
    amount thereof plus accrued and unpaid interest thereon, if any,
    to the date fixed for redemption; provided that the redemption
    occurs within 90 days after the date of the closing of the
    asset disposition.             70




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##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Scheduled
    Maturities of Debt
    2007

$
5352008


2009


2010


2011


113,020Thereafter


Total

$
113,555   13.
    Income
    Taxes  Accounting for Income Taxes
    Successor



PredecessorFor the Year


For the Year


October 20



January 1Ended


Ended


through



throughDecember 31,


December 31,


December 31,



October 19,2006


2005


2004



2004CurrentFederal

$
859


$
8,542


$




$
State


198



1,223








Foreign


468



348








3351,525



10,113








335DeferredFederal


2,826



(9,859
)







State


(109
)


(433
)







Foreign


159












2,876



(10,292
)







Income tax provision/(benefit) for
    continuing operations


4,401



(179
)







335Tax expense/(benefit) on
    discontinued operations


(137
)


(2,407
)


(34
)



331Total provision/(benefit)

$
4,264


$
(2,586
)

$
(34
)


$
666  71




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##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Successor



PredecessorFor the Year


For the Year


October 20



January 1Ended


Ended


through



throughDecember 31,


December 31,


December 31,



October 19,2006


2005


2004



2004Domestic

$
12,472


$
5,127


$
400



$
242,614Foreign


1,816



1,624



(2,792
)



1,785Income/(loss) before income tax
    provision/(benefit)

$
14,288


$
6,751


$
(2,392
)


$
244,399     Successor



PredecessorFor the Year


For the Year


October 20



January 1Ended


Ended


through



throughDecember 31,


December 31,


December 31,



October 19,2006


2005


2004



2004Federal income tax at statutory
    rate of 35%

$
4,995


$
(4,692
)

$
(3,779
)


$
83,291State income taxes, net of federal
    tax benefit


404



(579
)


(461
)



(415
)Foreign rate differential


128



6,046



(539
)



(1,378
)Disregarded entity loss deductible
    in U.S.


(713
)


(660
)







State tax credits


(525
)











Non-deductible expenses


108



322



147




4,265Non-deductible amortization of
    intangibles















286Non-includable reorganization
    income















(88,813
)Change in U.S. valuation
    allowance






(3,692
)


4,724




(27,799
)Reduction in available net
    operating loss carryforward















31,011Change in effective rate on
    deferred income taxes






975








Other


(133
)


(306
)


(126
)



218$
4,264


$
(2,586
)

$
(34
)


$
666  72




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##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    SuccessorDecember 31,


December 31,2006


2005Deferred tax assets:Accounts receivable reserves

$
480


$
1,069Inventories






5,198Accrued liabilities not yet
    deductible


7,721



6,655Net operating loss carryforward


15,934



22,479Alternative minimum tax credit
    carryforward


859



State tax credits


525



Postretirement benefits


88



89Stock-based compensation


2,234



Other






11527,841



35,605Valuation allowance


(1,530
)


(2,493
)26,311



33,112Deferred tax liabilities:Depreciation and amortization


21,549



16,377Unremitted earnings in the
    Philippines






4,287Inventories


1,663



23,212



20,664Net deferred tax asset

$
3,099


$
12,448Net current deferred tax assets

$
16,701


$
20,218Net non-current deferred
    liabilities


(13,602
)


(7,770
)Total net deferred tax asset

$
3,099


$
12,448     SOP 90-7,
 73




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##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  SOP 90-7.
        14.
    Plant
    Closing Charges    15.
    Retirement
    Benefits and Stock Option Plans       74




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##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    10-year
      Weighted-Weighted-


Average


AggregateNumber of


Average


Remaining


IntrinsicShares


Exercise Price


Term in Years


ValueOutstanding at January 1, 2006


25,000


$
11.00Granted


1,089,300


$
15.12Outstanding at December 31,
    2006


1,114,300


$
15.03



9.3


$
2,248Vested or expected to vest at
    December 31, 2006


1,058,585


$
15.03



9.3


$
2,136Exercisable at December 31,
    2006


636,867


$
14.90



9.3


$
1,372       RemainingNumber of Options


Weighted-Average


Contractual


OptionsOutstanding


Exercise Prices


Life in Years


Exercisable25,000


$
11.00



0.6



16,6671,041,300


$
15.00



0.8



620,20048,000


$
17.83



2.8



1,114,300











636,867    75




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   16.
    Commitments
    and Contingencies    2007

$
1,7502008


1,5522009


1,3002010


1,1312011


806Thereafter


579Total

$
7,118       PredecessorJanuary 1throughOctober 19,2004Interest cost

$
7Amortization of prior service cost


(525
)Amortization of unrecognized net
    loss


37Net periodic postretirement income

$
(481
)  76




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##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    SuccessorDecember 31,2004Beginning benefit obligation
    balance

$
154Interest cost


7Plan participants contribution


254Benefits paid


(304
)Fresh-start reporting adjustment


(111
)Ending benefit obligation balance

$
       17.
    Business
    Segment Information         77




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    EngineeredWire


HighProducts-


PerformanceBareWire


Europe


Conductors


Corporate


Elimination


TotalNet salesFor the year ended
    December 31, 2006

$
611,356


$
55,151


$
82,980


$



$
(562
)

$
748,925For the year ended
    December 31, 2005


391,795



38,845











(5,911
)


424,729For the period October 20 through
    December 31, 2004


62,850



7,039











(1,550
)


68,339For the period January 1 through
    October 19, 2004


246,201



30,584











(5,485
)


271,300Operating
    income/(loss)For the year ended
    December 31, 2006


23,634



3,592



7,583



(5,975
)






28,834For the year ended
    December 31, 2005


20,158



1,378







(2,704
)






18,832For the period October 20 through
    December 31, 2004


2,761



(2,812
)














(51
)For the period January 1 through
    October 19, 2004


18,161



1,785







(3,188
)






16,758Income from continuing
    operations before income tax provisionFor the year ended
    December 31, 2006


23,658



3,592



7,583



(20,545
)






14,288For the year ended
    December 31, 2005


20,158



1,378







(14,785
)






6,751For the period October 20 through
    December 31, 2004


2,761



(2,812
)






(2,341
)






(2,392
)For the period January 1 through
    October 19, 2004


18,161



1,785







224,453







244,399GoodwillAs of December 31, 2006


62,148



















62,148As of December 31, 2005


62,307



















62,307Total AssetsAs of December 31, 2006


247,778



40,115



62,863



32,161



(7,352
)


375,565As of December 31, 2005


246,217



36,529







90,541
(a)


(4,601
)


368,686Capital ExpendituresFor the year ended
    December 31, 2006


9,406



1,057



1,375



1







11,839For the year ended
    December 31, 2005


4,282



69















4,351For the period October 20 through
    December 31, 2004


1,627



216







10







1,853For the period January 1 through
    October 19, 2004


4,610



140







55







4,805Depreciation and
    AmortizationFor the year ended
    December 31, 2006


11,314



903



1,776



9







14,002For the year ended
    December 31, 2005


10,346



841







45







11,232For the period October 20 through
    December 31, 2004


2,596



165







18







2,779For the period January 1 through
    October 19, 2004


9,137



862







206







10,205     (a)
    
    Includes assets of the Insulated Wire business of $67,075. 78




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##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Successor



PredecessorFor the Year


For the Year


October 20



January 1Ended


Ended


through



throughDecember 31,


December 31,


December 31,



October 19,2006


2005


2004



2004United States

$
687,672


$
385,884


$
61,300



$
240,716Europe


61,253



38,845



7,039




30,584












Total

$
748,925


$
424,729


$
68,339



$
271,300     December 31,


December 31,2006


2005United States

$
94,568


$
64,693Europe


9,321



7,916Mexico






5,118Philippines






7,713Total

$
103,889


$
85,440   18.
    Litigation  International Wire
    Group, Inc. v. National Union Fire Insurance Company of
    Pittsburgh, Pennsylvania, AIG Technical Services, Inc., Aon
    Corporation and Aon Risk Services of Missouri, Ltd. (the
    AIG Litigation).
     79




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##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Value ofNo. of


AllegedClaims


DamagesAs of December 31, 2003
    (Predecessor)


1,693


$
15,725For the period January 1,
    2004 through October 19, 2004 (Predecessor)New uninsured claims


523



5,896Resolved uninsured claims


(1,870
)


(18,181
)As of October 19, 2004
    (Predecessor)


346



3,440For the period October 20,
    2004 through December 31, 2004 (Successor)New uninsured claims


42



516As of December 31, 2004
    (Successor)


388



3,956For the year ended
    December 31, 2005 (Successor)New uninsured claims


1,526



15,158Resolved uninsured claims


(1,604
)


(15,503
)As of December 31, 2005
    (Successor)


310



3,611For the year ended
    December 31, 2006 (Successor)New uninsured claims


668



6,956Resolved uninsured claims


(681
)


(6,386
)As of December 31, 2006
    (Successor)


297


$
4,181    80




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Successor



PredecessorFor the Year


For the Year


October 20



January 1Ended


Ended


through



throughDecember 31,


December 31,


December 31,



October 19,2006


2005


2004



2004Aggregate settlement costs

$
482


$
340


$




$
3,294Cost of administering and
    litigating

$
215


$
360


$
5



$
392Average cost per resolved claim

$
1


$



$




$
1       19.
    Quarterly
    Financial Information (unaudited)    20064th Qtr.


3rd Qtr.


2nd Qtr.


1st Qtr.(In thousands, except share data)Net sales

$
183,913


$
206,372


$
214,077


$
144,563Operating income


4,443
(a)


8,439



8,892



7,060Income/(loss) from continuing
    operations (b)


615



3,651



3,138



2,483Income/(loss) from discontinued
    operations


323



294



126



(622
)Net income/(loss)


938



3,945



3,264



1,861Earnings/(loss) per shareBasic and diluted

$
0.09


$
0.39


$
0.33


$
0.19   81




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  20054th Qtr.


3rd Qtr.


2nd Qtr.


1st Qtr.(In thousands, except share data)Net sales

$
118,871


$
107,569


$
102,261


$
96,028Operating income


3,935



5,938



3,392



5,567Income/(loss) from continuing
    operations


4,020



1,593



(202
)


1,519Income/loss from discontinued
    operations


(5,043
)


(5,241
)


(5,485
)


(1,980
)Net income/(loss)


(1,023
)


(3,648
)


(5,687
)


(461
)Earnings/(loss) per shareBasic and diluted

$
(0.10
)

$
(0.36
)

$
(0.57
)

$
(0.05
)     (a)
    
    Includes $4,587 of LIFO liquidation effect.(b)
    
    Includes $4,404, $1,018, $544 and $0 of stock-based compensation
    expense. 82




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreement with Accountants on Accounting and Financial
    Disclosure.    Item 9A.
    Controls
    and Procedures.  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(b) 15d-15(b) Form 10-K
              Remediation
    Plan
   83




---



##### Table of Contents



Form 10-K
  Form 10-Q
  Changes
    In Internal Control Over Financial Reporting
    Item 9B.
    Other
    Information.    PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance.      Form 8-K.
  Item 11.
    Executive
    Compensation   84




---



##### Table of Contents



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.    PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules.        FINANCIAL
    STATEMENT SCHEDULE
    INTERNATIONAL WIRE GROUP, INC. (Successor)
    SCHEDULE II  VALUATION AND QUALIFYING
    ACCOUNTS
  Collection ofBalance at











PreviouslyAllowance for Doubtful Accounts  Deducted

Beginning


Acquisition








Written


Balance atfrom Accounts Receivables in the Balance Sheet

of Period


of HPC


Provision


Write-Offs


off Accounts


End of PeriodYear ended December 31, 2006

$
3,036


$
104


$
1,024


$
(2,426
)

$



$
1,738Year ended December 31, 2005

$
4,060


$



$
417


$
(1,441
)

$



$
3,036Period October 20 through
    December 31, 2004

$
4,169


$



$
83


$
(192
)

$



$
4,060   FINANCIAL
    STATEMENT SCHEDULE
    INTERNATIONAL WIRE GROUP, INC. (Predecessor)
    SCHEDULE II  VALUATION AND QUALIFYING
    ACCOUNTS
  Collection ofBalance at








PreviouslyAllowance for Doubtful Accounts  Deducted

Beginning of








Written


Balance atfrom Accounts Receivables in the Balance Sheet

Period


Provision


Write-Offs


off Accounts


End of PeriodPeriod January 1 through
    October 19, 2004

$
4,899


$
242


$
(972
)

$



$
4,169  85




---



##### Table of Contents



3.
    Exhibits:  ExhibitNo.

Exhibit Description2.1

Second Amended and Restated Joint
    Plan of Reorganization of International Wire Group, Inc., et.
    al., under Chapter 11 of the Bankruptcy Code, dated
    June 24, 2004 (filed as
    Exhibit T3E-2
    to the Companys Application for Qualification of
    Trust Indentures on Form T3 filed on July 29,
    2004 and incorporated herein by reference).2.2

Stock Purchase Agreement, dated
    March 4, 2006, between Phelps Dodge Corporation, a New York
    corporation, and International Wire Group, Inc., a Delaware
    corporation (filed as Exhibit 2.1 to the Companys
    Current Report on
    Form 8-K
    filed March 7, 2006 and incorporated herein by reference).2.3

Amendment No. 1 to Stock
    Purchase Agreement, dated March 31, 2006, between Phelps
    Dodge Corporation, a New York corporation, and International
    Wire Group, Inc., a Delaware corporation (filed as
    Exhibit 2.1 to the Companys Current Report on
    Form 8-K
    filed April 4, 2006 and incorporated herein by reference).3.1

Amended and Restated Certificate
    of Incorporation of International Wire Group, Inc. (filed as
    Exhibit 3.1 to the Companys Registration Statement
    Form S-1
    filed November 24, 2004 and incorporated herein by
    reference).3.2

Amended and Restated Bylaws of
    International Wire Group, Inc. (filed as Exhibit 3.1 to the
    Companys Current Report on
    Form 8-K
    filed February 28, 2007 and incorporated herein by
    reference).4.1

Indenture, dated as of
    October 20, 2004, among International Wire Group, Inc., the
    guarantors party thereto, and BNY Midwest Trust Company, as
    Trustee (filed as Exhibit 4.1 to the Companys
    Registration Statement
    Form S-1
    filed November 24, 2004 and incorporated herein by
    reference).4.2

Form of 10% Secured Senior
    Subordinated Note due 2011 (filed as Exhibit A to the
    Indenture filed as Exhibit 4.1 to the Companys
    Registration Statement
    Form S-1
    filed November 24, 2004 and incorporated herein by
    reference).10.1

Loan and Security Agreement, dated
    as of October 20, 2004, among the borrowers and guarantors
    specified therein, the several lenders from time to time parties
    thereto and Congress Financial Corporation (Central), as agent
    (filed as Exhibit 10.1 to the Companys Registration
    Statement
    Form S-1
    filed November 24, 2004 and incorporated herein by
    reference).10.2

Loan and Security Agreement, dated
    as of October 20, 2004, among the borrowers and guarantors
    specified therein, the several lenders from time to time parties
    thereto and Silver Point Finance, LLC, as agent (filed as
    Exhibit 10.2 to the Companys Registration Statement
    Form S-1
    filed November 24, 2004, and incorporated herein by
    reference).10.3

Collateral Agreement, dated as of
    October 20, 2004, among International Wire Group, Inc., the
    subsidiaries of International Wire Group, Inc. identified
    therein, and BNY Midwest Trust Company, as collateral agent
    (filed as Exhibit 10.3 to the Companys Registration
    Statement
    Form S-1
    filed November 24, 2004, and incorporated herein by
    reference).10.4

Intercreditor Agreement, dated as
    of October 20, 2004, among Congress Financial Corporation
    (Central), as working capital loan and security agreement agent,
    Silver Point Finance, LLC, as term loan agreement agent, and BNY
    Midwest Trust Company, as trustee (filed as Exhibit 10.4 to
    the Companys Registration Statement
    Form S-1
    filed November 24, 2004, and incorporated herein by
    reference).10.5

Intercreditor Agreement, dated
    October 20, 2004, by and between Congress Financial
    Corporation (Central), in its capacity as agent pursuant to the
    working capital loan and security agreement for the lenders who
    are party from time to time thereto, and Silver Point Finance,
    LLC, in its capacity as collateral agent pursuant to the term
    loan agreement (filed as Exhibit 10.5 to the Companys
    Registration Statement
    Form S-1
    filed November 24, 2004, and incorporated herein by
    reference).10.6

International Wire Group, Inc.
    2004 Stock Option Plan (filed as Exhibit 10.6 to the
    Companys Registration Statement
    Form S-1
    filed November 24, 2004, and incorporated herein by
    reference).*10.7

Amended and Restated Registration
    Rights Agreement, dated as of November 24, 2004, among
    International Wire Group, Inc. and the holders specified therein
    (filed as Exhibit 10.7 to the Companys Registration
    Statement
    Form S-1
    filed November 24, 2004, and incorporated herein by
    reference). 86




---



##### Table of Contents



ExhibitNo.

Exhibit Description10.8

Amended and Restated Employment
    Agreement, dated September 15, 2003, by and among
    International Wire Holding Company, International Wire Group,
    Inc., the other subsidiary parties thereto, and Joseph M.
    Fiamingo (filed as Exhibit 10.1 to the Companys
    Quarterly Report on
    Form 10-Q
    filed November 14, 2003, and incorporated herein by
    reference).*10.9

Second Amended and Restated
    Employment Agreement, dated June 30, 2005, between
    International Wire Group, Inc., the other subsidiary parties
    thereto, and Glenn J. Holler (filed as Exhibit 10.10 to the
    Companys Registration Statement
    Form S-1
    filed July 21, 2005 and incorporated herein by reference).*10.10

Amended and Restated Employment
    Agreement, dated March 14, 1995, between Omega Wire, Inc.
    and Rodney D. Kent (filed with the Companys Registration
    Statement
    Form S-1
    filed September 29, 1995, and incorporated herein by
    reference).*10.11

Supply Contract, dated
    January 1, 2003, between Viasystems, Inc. and International
    Wire Group, Inc. (filed as Exhibit 10.2 to the
    Companys Quarterly Report on
    Form 10-Q
    filed November 14, 2003, and incorporated herein by
    reference).10.12

First Amendment to Supply
    Contract, dated February 1, 2004, between Viasystems, Inc.
    and International Wire Group, Inc. (filed as Exhibit 10.13
    to the Companys Registration Statement
    Form S-1
    filed May 10, 2005, and incorporated herein by reference).+10.13

Letter Agreement regarding supply
    agreement, dated June 9, 2004, between Viasystems, Inc. and
    International Wire Group, Inc. (filed as Exhibit 10.14 to
    the Companys Registration Statement
    Form S-1
    filed May 10, 2005, and incorporated herein by reference).+10.14

International Wire Group, Inc. Key
    Employee Retention Plan (filed as Exhibit 10.13 to the
    Companys Registration Statement
    Form S-1
    filed November 24, 2004, and incorporated herein by
    reference).*10.15

International Wire Group, Inc.
    Insulated Wire Division Retention Plan (filed as
    Exhibit 10.16 to the Companys Registration Statement
    Form S-1
    filed May 10, 2005, and incorporated herein by reference).*10.16

Monitoring and Oversight
    Agreement, dated June 12, 1995, among International Wire
    Holding Company, International Wire Group, Inc. and Hicks,
    Muse & Co. Partners, L.P (filed as Exhibit 10.16
    to the Companys Registration Statement
    Form S-1
    filed September 29, 1995, and incorporated herein by
    reference).10.17

Consulting Agreement, dated
    November 15, 2004, between International Wire Group, Inc.
    and Whiterock Affiliates LLC (filed as Exhibit 10.18 to the
    Companys Registration Statement
    Form S-1
    filed May 10, 2005, and incorporated herein by reference).*10.18

Compensation for William Lane
    Pennington (filed as Exhibit 10.19 to the Companys
    Registration Statement
    Form S-1
    filed May 10, 2005, and incorporated herein by reference).*10.19

Nonqualified Stock Option
    Agreement, dated August 1, 2005, between International Wire
    Group, Inc. and William Lane Pennington (filed with the
    Companys Registration Statement
    Form S-1
    filed August 2, 2005, and incorporated herein by
    reference).*10.20

Form of Indemnification Agreement
    (filed as Exhibit 10.1 to the Companys Quarterly
    Report on
    Form 10-Q
    filed on September 14, 2005, and incorporated herein by
    reference).10.21

Asset Purchase Agreement, dated
    November 30, 2005, among International Wire Group, Inc., a
    Delaware corporation, Wire Technologies, Inc., an Indiana
    corporation, and Copperfield, LLC., a Minnesota limited
    liability company (filed as Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed December 5, 2005, and incorporated herein by
    reference).10.22

Amendment No. 1 to Loan and
    Security Agreement, dated as of March 31, 2006, among the
    borrowers and guarantors specified therein, the several lenders
    from time to time parties thereto and Wachovia Capital Finance
    Corporation (Central), formerly known as Congress Financial
    Corporation (Central) (filed as Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed April 4, 2006, and incorporated herein by reference). 87




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ExhibitNo.

Exhibit Description10.23

Amendment No. 1 to Loan and
    Security Agreement, dated as of March 31, 2006, among the
    borrowers and guarantors specified therein, the several lenders
    from time to time parties thereto and Silver Point Finance, LLC
    (filed as Exhibit 10.2 to the Companys Current Report
    on
    Form 8-K
    filed April 4, 2006, and incorporated herein by reference).10.24

Amendment No. 1 to
    Intercreditor Agreement, dated as of March 31, 2006, by and
    between Wachovia Financial Corporation (Central), in its
    capacity as agent pursuant to the working capital loan and
    security agreement for the lenders who are party from time to
    time thereto, and Silver Point Finance, LLC, in its capacity as
    collateral agent pursuant to the term loan agreement (filed as
    Exhibit 10.3 to the Companys Current Report on
    Form 8-K
    filed April 4, 2006, and incorporated herein by reference).10.25

Supplement No. 1 to the
    Indenture, dated as of March 31, 2006, among International
    Wire Group, Inc., the guarantors party thereto, and BNY Midwest
    Trust Company, as Trustee (filed as Exhibit 10.4 to the
    Companys Current Report on
    Form 8-K
    filed April 4, 2006, and incorporated herein by reference).10.26

Supplement No. 1 to the
    Collateral Agreement, dated as of March 31, 2006, among
    International Wire Group, Inc., the subsidiaries of
    International Wire Group, Inc. identified therein, and BNY
    Midwest Trust Company, as collateral agent (filed as
    Exhibit 10.5 to the Companys Current Report on
    Form 8-K
    filed April 4, 2006, and incorporated herein by reference).10.27

Letter agreement, dated
    April 4, 2006, between International Wire Group, Inc. and
    William Lane Pennington (filed as Exhibit 10.6 to the
    Companys Current Report on
    Form 8-K
    filed April 4, 2006, and incorporated herein by reference).*10.28

International Wire Group, Inc.
    2006 Management Stock Option Plan (filed as Exhibit 10.1 to
    the Companys Current Report on
    Form 8-K
    filed May 17, 2006, and incorporated herein by reference).*10.29

International Wire Group, Inc.
    2006 Stock Option Plan for Nonemployee Directors (filed as
    Exhibit 10.2 to the Companys Current Report on
    Form 8-K
    filed May 17, 2006, and incorporated herein by reference).*10.30

Amendment Number 1 to
    International Wire Group, Inc. 2006 Stock Option Plan for
    Nonemployee Directors (filed as Exhibit 10.3 to the
    Companys Current Report on
    Form 8-K
    filed May 17, 2006, and incorporated herein by reference).*10.31

Letter agreement regarding Amended
    and Restated Registration Rights Agreement, dated June 14,
    2006, among International Wire Group, Inc., GSCP (NJ), Inc.,
    Special Value Absolute Return Fund, LLC and Special Value
    Opportunities Fund, LLC (filed as Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed June 19, 2006, and incorporated herein by reference).10.32

Amendment No. 2 Loan and
    Security Agreement, dated as of June 28, 2006, by and among
    International Wire Group, Inc., its domestic subsidiaries, the
    parties to the Loan Agreement as lenders and Wachovia Capital
    Finance Corporation (Central), formerly known as Congress
    Financial Corporation (Central) (filed as Exhibit 10.1 to
    the Companys Current Report on
    Form 8-K
    filed July 5, 2006, and incorporated herein by reference).10.33

Amendment No. 2 Loan and
    Security Agreement, dated as of June 28, 2006, by and among
    International Wire Group, Inc., its domestic subsidiaries, the
    parties to the Loan Agreement as lenders and Silver Point
    Finance LLC (filed as Exhibit 10.2 to the Companys
    Current Report on
    Form 8-K
    filed July 5, 2006, and incorporated herein by reference).10.34

Amendment No. 2 to
    Intercreditor Agreement, dated as of June 28, 2006, by and
    between Wachovia Capital Finance Corporation (Central), formerly
    known as Congress Financial Corporation (Central), in its
    capacity as agent for the lenders who are party from time to
    time and Silver Point Finance LLC, in its capacity as collateral
    agent for the lenders who are party from time to time (filed as
    Exhibit 10.3 to the Companys Current Report on
    Form 8-K
    filed July 5, 2006, and incorporated herein by reference). 88




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ExhibitNo.

Exhibit Description10.35

Amendment No. 3 to Loan and
    Security Agreement, dated as of August 22, 2006, by and
    among International Wire Group, Inc., its domestic subsidiaries,
    the parties to the Loan Agreement and Security as lenders and
    Wachovia Capital Finance Corporation (Central), formerly known
    as Congress Financial Corporation (Central) (filed as
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed August 28, 2006, and incorporated herein by
    reference).10.36

International Wire Group Inc. Key
    Management Incentive Plan Summary (filed as Exhibit 10.2 to
    the Companys Quarterly Report on
    Form 10-Q
    filed April 30, 2007, and incorporated herein by
    reference).*10.37

Termination of Intercreditor
    Agreement, dated as of August 23, 2006, by and between
    Wachovia Capital Finance Corporation (Central), formerly known
    as Congress Financial Corporation (Central), in its capacity as
    agent for the lenders who are party from time to time, and
    Silver Point Finance LLC, in its capacity as collateral agent
    for the lenders who are party from time to time (filed as
    Exhibit 10.3 to the Companys Quarterly Report on
    Form 10-Q
    filed April 30, 2007, and incorporated herein by reference).10.38

Amended Form of Stock Agreement
    (filed as Exhibit 10.3 to the Companys Current Report
    on
    Form 8-K
    filed November 14, 2006, and incorporated herein by
    reference).*10.39

Letter agreement, dated
    March 26, 2007, between International Wire Group, Inc. and
    William Lane Pennington (filed herewith).*21.1

Subsidiaries of International Wire
    Group, Inc. (filed herewith).31.1

Certification of Principal
    Executive Officer Required by
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934, as amended (filed
    herewith).31.2

Certification of Principal
    Financial Officer Required by
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934, as amended (filed
    herewith).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 (filed
    herewith).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 (filed
    herewith).     *
    
    Indicates a management contract or compensatory plan or
    arrangement.+
    
    Portions of this exhibit have been omitted pursuant to the
    Commissions grant of a request for confidential treatment. 89




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##### Table of Contents



SIGNATURES  Form 10-K
    By:
    /s/  Rodney
    D. Kent       Signature

Capacity/s/  Rodney
    D. KentRodney
    D. Kent

Chief Executive Officer and
    Director/s/  Glenn
    J. HollerGlenn
    J. Holler

Senior Vice President, Chief
    Financial Officer (Principal Accounting Officer) and Secretary/s/  Mark
    HoldsworthMark
    Holdsworth

Chairman of the Board/s/  William
    Lane PenningtonWilliam
    Lane Pennington

Vice Chairman of the Board/s/  Peter
    BlumPeter
    Blum

Director/s/  David
    M. Gilchrist, Jr.David
    M. Gilchrist, Jr.

Director/s/  David
    H. RobbinsDavid
    H. Robbins

Director/s/  Lowell
    W. RobinsonLowell
    W. Robinson

Director/s/  John
    T. WalshJohn
    T. Walsh

Director  90




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EXHIBIT INDEX
  ExhibitNo.

Exhibit Description2
.1

Second Amended and Restated Joint
    Plan of Reorganization of International Wire Group, Inc., et.
    al., under Chapter 11 of the Bankruptcy Code, dated
    June 24, 2004 (filed as
    Exhibit T3E-2
    to the Companys Application for Qualification of
    Trust Indentures on Form T3 filed on July 29,
    2004 and incorporated herein by reference).2
.2

Stock Purchase Agreement, dated
    March 4, 2006, between Phelps Dodge Corporation, a New York
    corporation, and International Wire Group, Inc., a Delaware
    corporation (filed as Exhibit 2.1 to the Companys
    Current Report on
    Form 8-K
    filed March 7, 2006 and incorporated herein by reference).2
.3

Amendment No. 1 to Stock
    Purchase Agreement, dated March 31, 2006, between Phelps
    Dodge Corporation, a New York corporation, and International
    Wire Group, Inc., a Delaware corporation (filed as
    Exhibit 2.1 to the Companys Current Report on
    Form 8-K
    filed April 4, 2006 and incorporated herein by reference).3
.1

Amended and Restated Certificate
    of Incorporation of International Wire Group, Inc. (filed as
    Exhibit 3.1 to the Companys Registration Statement
    Form S-1
    filed November 24, 2004 and incorporated herein by
    reference).3
.2

Amended and Restated Bylaws of
    International Wire Group, Inc. (filed as Exhibit 3.1 to the
    Companys Current Report on
    Form 8-K
    filed February 28, 2007 and incorporated herein by
    reference).4
.1

Indenture, dated as of
    October 20, 2004, among International Wire Group, Inc., the
    guarantors party thereto, and BNY Midwest Trust Company, as
    Trustee (filed as Exhibit 4.1 to the Companys
    Registration Statement
    Form S-1
    filed November 24, 2004 and incorporated herein by
    reference).4
.2

Form of 10% Secured Senior
    Subordinated Note due 2011 (filed as Exhibit A to the
    Indenture filed as Exhibit 4.1 to the Companys
    Registration Statement
    Form S-1
    filed November 24, 2004 and incorporated herein by
    reference).10
.1

Loan and Security Agreement, dated
    as of October 20, 2004, among the borrowers and guarantors
    specified therein, the several lenders from time to time parties
    thereto and Congress Financial Corporation (Central), as agent
    (filed as Exhibit 10.1 to the Companys Registration
    Statement
    Form S-1
    filed November 24, 2004 and incorporated herein by
    reference).10
.2

Loan and Security Agreement, dated
    as of October 20, 2004, among the borrowers and guarantors
    specified therein, the several lenders from time to time parties
    thereto and Silver Point Finance, LLC, as agent (filed as
    Exhibit 10.2 to the Companys Registration Statement
    Form S-1
    filed November 24, 2004, and incorporated herein by
    reference).10
.3

Collateral Agreement, dated as of
    October 20, 2004, among International Wire Group, Inc., the
    subsidiaries of International Wire Group, Inc. identified
    therein, and BNY Midwest Trust Company, as collateral agent
    (filed as Exhibit 10.3 to the Companys Registration
    Statement
    Form S-1
    filed November 24, 2004, and incorporated herein by
    reference).10
.4

Intercreditor Agreement, dated as
    of October 20, 2004, among Congress Financial Corporation
    (Central), as working capital loan and security agreement agent,
    Silver Point Finance, LLC, as term loan agreement agent, and BNY
    Midwest Trust Company, as trustee (filed as Exhibit 10.4 to
    the Companys Registration Statement
    Form S-1
    filed November 24, 2004, and incorporated herein by
    reference).10
.5

Intercreditor Agreement, dated
    October 20, 2004, by and between Congress Financial
    Corporation (Central), in its capacity as agent pursuant to the
    working capital loan and security agreement for the lenders who
    are party from time to time thereto, and Silver Point Finance,
    LLC, in its capacity as collateral agent pursuant to the term
    loan agreement (filed as Exhibit 10.5 to the Companys
    Registration Statement
    Form S-1
    filed November 24, 2004, and incorporated herein by
    reference).10
.6

International Wire Group, Inc.
    2004 Stock Option Plan (filed as Exhibit 10.6 to the
    Companys Registration Statement
    Form S-1
    filed November 24, 2004, and incorporated herein by
    reference).*10
.7

Amended and Restated Registration
    Rights Agreement, dated as of November 24, 2004, among
    International Wire Group, Inc. and the holders specified therein
    (filed as Exhibit 10.7 to the Companys Registration
    Statement
    Form S-1
    filed November 24, 2004, and incorporated herein by
    reference). 91




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##### Table of Contents



ExhibitNo.

Exhibit Description10
.8

Amended and Restated Employment
    Agreement, dated September 15, 2003, by and among
    International Wire Holding Company, International Wire Group,
    Inc., the other subsidiary parties thereto, and Joseph M.
    Fiamingo (filed as Exhibit 10.1 to the Companys
    Quarterly Report on
    Form 10-Q
    filed November 14, 2003, and incorporated herein by
    reference).*10
.9

Second Amended and Restated
    Employment Agreement, dated June 30, 2005, between
    International Wire Group, Inc., the other subsidiary parties
    thereto, and Glenn J. Holler (filed as Exhibit 10.10 to the
    Companys Registration Statement
    Form S-1
    filed July 21, 2005 and incorporated herein by reference).*10
.10

Amended and Restated Employment
    Agreement, dated March 14, 1995, between Omega Wire, Inc.
    and Rodney D. Kent (filed with the Companys Registration
    Statement
    Form S-1
    filed September 29, 1995, and incorporated herein by
    reference).*10
.11

Supply Contract, dated
    January 1, 2003, between Viasystems, Inc. and International
    Wire Group, Inc. (filed as Exhibit 10.2 to the
    Companys Quarterly Report on
    Form 10-Q
    filed November 14, 2003, and incorporated herein by
    reference).10
.12

First Amendment to Supply
    Contract, dated February 1, 2004, between Viasystems, Inc.
    and International Wire Group, Inc. (filed as Exhibit 10.13
    to the Companys Registration Statement
    Form S-1
    filed May 10, 2005, and incorporated herein by reference).+10
.13

Letter Agreement regarding supply
    agreement, dated June 9, 2004, between Viasystems, Inc. and
    International Wire Group, Inc. (filed as Exhibit 10.14 to
    the Companys Registration Statement
    Form S-1
    filed May 10, 2005, and incorporated herein by reference).+10
.14

International Wire Group, Inc. Key
    Employee Retention Plan (filed as Exhibit 10.13 to the
    Companys Registration Statement
    Form S-1
    filed November 24, 2004, and incorporated herein by
    reference).*10
.15

International Wire Group, Inc.
    Insulated Wire Division Retention Plan (filed as
    Exhibit 10.16 to the Companys Registration Statement
    Form S-1
    filed May 10, 2005, and incorporated herein by reference).*10
.16

Monitoring and Oversight
    Agreement, dated June 12, 1995, among International Wire
    Holding Company, International Wire Group, Inc. and Hicks,
    Muse & Co. Partners, L.P (filed as Exhibit 10.16
    to the Companys Registration Statement
    Form S-1
    filed September 29, 1995, and incorporated herein by
    reference).10
.17

Consulting Agreement, dated
    November 15, 2004, between International Wire Group, Inc.
    and Whiterock Affiliates LLC (filed as Exhibit 10.18 to the
    Companys Registration Statement
    Form S-1
    filed May 10, 2005, and incorporated herein by reference).*10
.18

Compensation for William Lane
    Pennington (filed as Exhibit 10.19 to the Companys
    Registration Statement
    Form S-1
    filed May 10, 2005, and incorporated herein by reference).*10
.19

Nonqualified Stock Option
    Agreement, dated August 1, 2005, between International Wire
    Group, Inc. and William Lane Pennington (filed with the
    Companys Registration Statement
    Form S-1
    filed August 2, 2005, and incorporated herein by
    reference).*10
.20

Form of Indemnification Agreement
    (filed as Exhibit 10.1 to the Companys Quarterly
    Report on
    Form 10-Q
    filed on September 14, 2005, and incorporated herein by
    reference).10
.21

Asset Purchase Agreement, dated
    November 30, 2005, among International Wire Group, Inc., a
    Delaware corporation, Wire Technologies, Inc., an Indiana
    corporation, and Copperfield, LLC., a Minnesota limited
    liability company (filed as Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed December 5, 2005, and incorporated herein by
    reference).10
.22

Amendment No. 1 to Loan and
    Security Agreement, dated as of March 31, 2006, among the
    borrowers and guarantors specified therein, the several lenders
    from time to time parties thereto and Wachovia Capital Finance
    Corporation (Central), formerly known as Congress Financial
    Corporation (Central) (filed as Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed April 4, 2006, and incorporated herein by reference).10
.23

Amendment No. 1 to Loan and
    Security Agreement, dated as of March 31, 2006, among the
    borrowers and guarantors specified therein, the several lenders
    from time to time parties thereto and Silver Point Finance, LLC
    (filed as Exhibit 10.2 to the Companys Current Report
    on
    Form 8-K
    filed April 4, 2006, and incorporated herein by reference). 92




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##### Table of Contents



ExhibitNo.

Exhibit Description10
.24

Amendment No. 1 to
    Intercreditor Agreement, dated as of March 31, 2006, by and
    between Wachovia Financial Corporation (Central), in its
    capacity as agent pursuant to the working capital loan and
    security agreement for the lenders who are party from time to
    time thereto, and Silver Point Finance, LLC, in its capacity as
    collateral agent pursuant to the term loan agreement (filed as
    Exhibit 10.3 to the Companys Current Report on
    Form 8-K
    filed April 4, 2006, and incorporated herein by reference).10
.25

Supplement No. 1 to the
    Indenture, dated as of March 31, 2006, among International
    Wire Group, Inc., the guarantors party thereto, and BNY Midwest
    Trust Company, as Trustee (filed as Exhibit 10.4 to the
    Companys Current Report on
    Form 8-K
    filed April 4, 2006, and incorporated herein by reference).10
.26

Supplement No. 1 to the
    Collateral Agreement, dated as of March 31, 2006, among
    International Wire Group, Inc., the subsidiaries of
    International Wire Group, Inc. identified therein, and BNY
    Midwest Trust Company, as collateral agent (filed as
    Exhibit 10.5 to the Companys Current Report on
    Form 8-K
    filed April 4, 2006, and incorporated herein by reference).10
.27

Letter agreement, dated
    April 4, 2006, between International Wire Group, Inc. and
    William Lane Pennington (filed as Exhibit 10.6 to the
    Companys Current Report on
    Form 8-K
    filed April 4, 2006, and incorporated herein by reference).*10
.28

International Wire Group, Inc.
    2006 Management Stock Option Plan (filed as Exhibit 10.1 to
    the Companys Current Report on
    Form 8-K
    filed May 17, 2006, and incorporated herein by reference).*10
.29

International Wire Group, Inc.
    2006 Stock Option Plan for Nonemployee Directors (filed as
    Exhibit 10.2 to the Companys Current Report on
    Form 8-K
    filed May 17, 2006, and incorporated herein by reference).*10
.30

Amendment Number 1 to
    International Wire Group, Inc. 2006 Stock Option Plan for
    Nonemployee Directors (filed as Exhibit 10.3 to the
    Companys Current Report on
    Form 8-K
    filed May 17, 2006, and incorporated herein by reference).*10
.31

Letter agreement regarding Amended
    and Restated Registration Rights Agreement, dated June 14,
    2006, among International Wire Group, Inc., GSCP (NJ), Inc.,
    Special Value Absolute Return Fund, LLC and Special Value
    Opportunities Fund, LLC (filed as Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed June 19, 2006, and incorporated herein by reference).10
.32

Amendment No. 2 Loan and
    Security Agreement, dated as of June 28, 2006, by and among
    International Wire Group, Inc., its domestic subsidiaries, the
    parties to the Loan Agreement as lenders and Wachovia Capital
    Finance Corporation (Central), formerly known as Congress
    Financial Corporation (Central) (filed as Exhibit 10.1 to
    the Companys Current Report on
    Form 8-K
    filed July 5, 2006, and incorporated herein by reference).10
.33

Amendment No. 2 Loan and
    Security Agreement, dated as of June 28, 2006, by and among
    International Wire Group, Inc., its domestic subsidiaries, the
    parties to the Loan Agreement as lenders and Silver Point
    Finance LLC (filed as Exhibit 10.2 to the Companys
    Current Report on
    Form 8-K
    filed July 5, 2006, and incorporated herein by reference).10
.34

Amendment No. 2 to
    Intercreditor Agreement, dated as of June 28, 2006, by and
    between Wachovia Capital Finance Corporation (Central), formerly
    known as Congress Financial Corporation (Central), in its
    capacity as agent for the lenders who are party from time to
    time and Silver Point Finance LLC, in its capacity as collateral
    agent for the lenders who are party from time to time (filed as
    Exhibit 10.3 to the Companys Current Report on
    Form 8-K
    filed July 5, 2006, and incorporated herein by reference).10
.35

Amendment No. 3 to Loan and
    Security Agreement, dated as of August 22, 2006, by and
    among International Wire Group, Inc., its domestic subsidiaries,
    the parties to the Loan Agreement and Security as lenders and
    Wachovia Capital Finance Corporation (Central), formerly known
    as Congress Financial Corporation (Central) (filed as
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed August 28, 2006, and incorporated herein by
    reference).10
.36

International Wire Group Inc. Key
    Management Incentive Plan Summary (filed as Exhibit 10.2 to
    the Companys Quarterly Report on
    Form 10-Q
    filed April 30, 2007, and incorporated herein by
    reference).*10
.37

Termination of Intercreditor
    Agreement, dated as of August 23, 2006, by and between
    Wachovia Capital Finance Corporation (Central), formerly known
    as Congress Financial Corporation (Central), in its capacity as
    agent for the lenders who are party from time to time, and
    Silver Point Finance LLC, in its capacity as collateral agent
    for the lenders who are party from time to time (filed as
    Exhibit 10.3 to the Companys Quarterly Report on
    Form 10-Q
    filed April 30, 2007, and incorporated herein by
    reference). 93




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##### Table of Contents



ExhibitNo.

Exhibit Description10
.38

Amended Form of Stock Agreement
    (filed as Exhibit 10.3 to the Companys Current Report
    on
    Form 8-K
    filed November 14, 2006, and incorporated herein by
    reference).*10
.39

Letter agreement, dated
    March 26, 2007, between International Wire Group, Inc. and
    William Lane Pennington (filed herewith).*21
.1

Subsidiaries of International Wire
    Group, Inc. (filed herewith).31
.1

Certification of Principal
    Executive Officer Required by
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934, as amended (filed
    herewith).31
.2

Certification of Principal
    Financial Officer Required by
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934, as amended (filed
    herewith).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 (filed
    herewith).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 (filed
    herewith).     *
    
    Indicates a management contract or compensatory plan or
    arrangement.+
    
    Portions of this exhibit have been omitted pursuant to the
    Commissions grant of a request for confidential treatment. 94