##### 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, 2007oro

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
    incorporation or organization)

(I.R.S. Employer
    Identification No.)12 Masonic Ave.
    Camden, NY(Address of principal
    executive offices)

13316(Zip Code)   (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 þ

Non-accelerated
    filer o

Smaller reporting
    company o(Do not check if a smaller reporting
    company)   Rule 12b-2 o þ
    APPLICABLE
    ONLY TO ISSUERS INVOLVED IN
   þ o
    Class

Outstanding at February 29, 2008Common Stock, $0.01 par value per share

9,923,002 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


17Item 2.


Properties


17Item 3.


Legal Proceedings


18Item 4.


Submission of Matters to a Vote of Security
    Holders


19PART IIItem 5.


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


20Item 6.


Selected Financial Data


22Item 7.


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


24Item 7A.


Quantitative and Qualitative Disclosures about
    Market Risk


38Item 8.


Financial Statements and Supplementary Data


39Item 9.


Changes in and Disagreement with Accountants on
    Accounting and Financial Disclosure


69Item 9A.


Control and Procedures


69Item 9B.


Other Information


71PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


71Item 11.


Executive Compensation


71Item 12.


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


71Item 13.


Certain Relationships and Related Transactions


71Item 14.


Principal Accountant Fees and Services


71PART IVItem 15.


Exhibits and Financial Statement Schedules


72Signatures


76SubsidiariesConsent of PricewaterhouseCoopers LLPConsent of Deloitte & Touche LLPCertification of Principal Executive Officer Pursuant to Section 302Certification of Principal Financial Officer Pursuant to Section 302Certification of Principal Executive Officer Pursuant to Section 906Certification of Principal Financial Officer Pursuant to Section 906    1




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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, electronics
    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. These products are used by a variety of customers in
    the commercial and military aerospace and defense, electronics
    and data communication, industrial and automotive and medical
    electronics and device markets.  (315) 245-3800.
 2




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Insulated
    Wire Business Sale
    Acquisitions
    and Other
          Bankruptcy
    and Other Changes
       3




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Products
    and Markets
    Bare
    Wire Segment (74% of 2007 Consolidated Net Sales)
    
    appliance (approximately 10% of total 2007 Bare Wire net sales);
    automotive (approximately 22% of total 2007 Bare Wire net sales);
    electronics and data communications (approximately 27% of total
    2007 Bare Wire net sales) including broadcast/video cables,
    audio/microphone/sound for entertainment, medical, safety and
    security control, local area network (LAN) and
    computer systems; and
    industrial/energy (approximately 41% of total 2007 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, utility power distribution
    applications, wind turbine, oil and water well, transformers and
    fuse links, welding cable and irrigation.    
    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 and automobile 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. 4




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
    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 (9% of 2007
    Consolidated Net Sales)
    
    electrical appliances (approximately 40% of total 2007
    Engineered Wire Products  Europe net sales);
    power supply (approximately 29% of total 2007 Engineered Wire
    Products  Europe net sales);
    aircraft and railway (approximately 12% of total 2007 Engineered
    Wire Products  Europe net sales); and
    automotive (approximately 19% of total 2007 Engineered Wire
    Products  Europe net sales).  and/or
  High
    Performance Conductors Segment (17% of 2007 Consolidated Net
    Sales)
      
    commercial and military aerospace and defense (approximately 46%
    of total 2007 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 total
    2007 High Performance Conductors net sales) including consumer
    electronics, test equipment, data and voice communication;
    industrial and automotive (approximately 19% of total 2007 High
    Performance Conductors net sales) including industrial power,
    heat and freeze control, automotive and geophysical; and 5




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
    medical electronics and devices (approximately 14% of total 2007
    High Performance Conductors net sales) including medical
    diagnostic and test equipment and components for minimally
    invasive medical devices.  Marketing
    Key
    Customers
    International
    Operations
      Raw
    Materials
     6




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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
    28% 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.  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. 7




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
    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
    Patents
    and Trademarks
    Employees
    Seasonality
   8




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Environmental
    Matters
    on-site
    Executive
    Officers of the Registrant
    Name

Age

Position(s)Rodney D. Kent


60


Director and Chief Executive OfficerGlenn J. Holler


60


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


53


Vice President  FinanceChrysant E. Makarushka


67


Vice President  Purchasing and LogisticsMartin G. Dew


45


President of IWG High Performance Conductors, Inc.    9




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Available
    Information
  1-800-SEC-0330 http://www.sec.gov.
  Form 10-K, Form 10-Q, Form 8-K
  Form 10-K.
  Item 1A.
    Risk
    Factors.  Risks
    Related to Our Financial Position
  We
    have experienced losses in prior fiscal years and may not be
    able to maintain our current 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
 10




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Our
    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, acquisitions and other general corporate purposes;
    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.    We may
    not have the ability to repurchase our Notes upon a change of
    control as required by the indenture governing our
    Notes.
    Risks
    Related to Our Business
  The
    price of copper, the principal raw material used in our
    products, as well as silver, nickel, and tin, which are also
    used in our products, are subject to price fluctuations and may
    negatively impact our liquidity or cause our customers to
    decrease their orders.
   11




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Changes
    in revenue may not correlate with changes in our business,
    because the changes in revenue may be caused by changes in the
    price of copper and other raw materials or the proportion of
    tolled copper.
      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.
     12




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We
    have risks associated with inventory.
    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
    inability to continue to achieve productivity improvements may
    adversely affect profitability.
    Growth
    through acquisitions is a significant part of our strategy and
    we may not be able to successfully identify, finance or
    integrate acquisitions in order to grow our
    business.
   13




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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. Integration
    may pose risks with respect to production, customer service and
    market share of existing operations.
    The property or asset may fail to meet our estimate of
    profitability, either temporarily or for a longer time. We may
    fail to achieve potential revenue enhancements and potential
    cost savings.
    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.
    We may acquire businesses that are subject to technological or
    competitive risks.
    We may incur future goodwill impairment charges with respect to
    the acquired assets.  The
    loss of a significant customer could significantly reduce our
    sales and impact our long-lived 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.
   14




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
    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.
    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.
    We are
    subject to litigation claims that could reduce our operating
    income.
    We
    might have difficulty protecting our intellectual property from
    use by competitors, or competitors might accuse us of violating
    their intellectual property rights.
    We are
    subject to environmental laws and regulations that expose us to
    potential financial liability.
   15




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Changes
    in industry standards and regulatory requirements may adversely
    affect our business.
    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.
     16




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Our
    principal stockholders could exercise their influence over us to
    your detriment.
    We
    cannot assure our stockholders that our stock repurchase program
    will result in a positive return of capital to our stockholders
    and stock repurchases could increase the volatility of the price
    of our common stock.
  and/or
      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.
    Item 1B.
    Unresolved
    Staff Comments.    Item 2.
    Properties.   17




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##### Table of Contents



Square


Owned/Location

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 wireCamden, New York


159,000



Leased
(1)

Single end, bunched, stranded and cabled wireBremen, Indiana


153,000



Owned


Bunched wireJordan, New York


117,000



Leased
(1)

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


107,000



Owned


Bunched, stranded, cabled and electroplated wireEl Paso, Texas


100,000



Owned


Bunched wireSherrill, New York


80,000



Owned


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


74,000



Owned


Braided wireENGINEERED 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
(2)

Distribution     (1)
    
    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. On February 5,
    2008, we exercised our option to purchase these properties.(2)
    
    The lease expires April 30, 2015 with early termination
    provisions.    Item 3.
    Legal
    Proceedings.   18




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and/or and/or
      Item 4.
    Submission
    of Matters to a Vote of Security Holders.   19




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


Low2007Fourth quarter

$
22.50


$
20.00Third quarter


28.00



17.00Second quarter


25.04



21.00First quarter


18.45



18.252006Fourth quarter

$
18.35


$
17.05Third quarter


18.00



16.25Second quarter


16.00



14.00First quarter


15.20



9.65       Issuer
    Purchases of Equity Securities
    (a)


(b)


(c)


(d)Total Number of


Approximate Dollar ValueShares Purchased as


of Shares that May Yet BeTotal Number of


Average Price


Part of Publicly


Purchased Under thePeriod

Shares Purchased(1)


Paid per Share


Announced Plan(2)


Plans or Programs(2)October 1, 2007 to October 31, 2007





$







$
1,975,480November 1, 2007 to November 30, 2007


10,000


$
21.03



10,000


$
1,765,180December 1, 2007 to December 31, 2007


50,000


$
22.03



50,000


$
663,680     (1)
    
    Share repurchases under the program were made pursuant to
    open-market purchases.(2)
    
    On September 4, 2007, we publicly announced a
    $3.7 million stock repurchase program. The program may be
    terminated at any time without prior notice. 20




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Performance
    Graph
      
  10/20/04


12/31/04


12/31/05


12/31/06


12/31/07ITWG



100.0




104.6




62.3




113.7




148.3S&P 500



100.0




101.8




104.9




119.2




123.4Peer Group



100.0




103.5




122.7




281.4




308.2     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


1,114,400


$
15.53



445,600Equity compensation plans not approved by security holders(1)


10,000


$
11.00



Total


1,124,400


$
15.49



445,600  21




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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.
    During 2007, he exercised options to purchase
    15,000 shares. The remaining options to purchase
    10,000 shares expire 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


Year Ended


Through



Through


Year EndedDecember 31,


December 31,


December 31,


December 31,



October 19,


December 31,2007


2006


2005


2004



2004


2003Consolidated Statements of Operations Data (in thousands,
    except per share data)Net sales

$
730,805


$
748,925


$
424,729


$
68,339



$
271,300


$
216,548Operating expenses:Costs of goods sold, exclusive of depreciation expense and
    amortization shown below


636,262



661,182



363,878



57,983




220,087



160,259Selling, general and administrative expenses(1)


44,537



44,883



31,508



6,006




21,027



24,093Depreciation


13,693



10,838



8,063



2,067




8,917



11,364Amortization


3,007



3,164



3,169



712




1,288



2,016Plant closing charges(2)














1,632




262



1,188Reorganization expenses(3)



















3,062



2,172Goodwill impairment























2,973(Gain)/loss on sale of property, plant and equipment


(449
)


24



(721
)


(10
)



(101
)


Operating income/(loss)


33,755



28,834



18,832



(51
)



16,758



12,483Bankruptcy reorganization items:Bankruptcy reorganization expenses(3)



















(12,710
)


Gain from debt forgiveness(4)



















259,252



 22




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##### Table of Contents



Successor Company



Predecessor CompanyFor the Period



For the PeriodOctober 20



January 1Year Ended


Year Ended


Year Ended


Through



Through


Year EndedDecember 31,


December 31,


December 31,


December 31,



October 19,


December 31,2007


2006


2005


2004



2004


2003Other income/(expense):Interest expense (excluding interest of $20,959 on liabilities
    subject to compromise at October 19, 2004)


(9,919
)


(13,491
)


(11,455
)


(2,280
)



(12,088
)


(34,222
)Amortization of deferred financing costs


(634
)


(1,151
)


(646
)


(127
)



(6,813
)


(4,873
)Other, net


(43
)


96



20



66








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


23,159



14,288



6,751



(2,392
)



244,399



(26,612
)Income tax provision/(benefit)


7,954



4,401



(179
)







335



236Income/(loss) from continuing operations


15,205



9,887



6,930



(2,392
)



244,064



(26,848
)Income/(loss) from discontinued operations, net of income taxes
    of ($749), ($137), ($2,407), ($34), $331 and $55, respectively


656



121



(17,749
)


(8,370
)



(6,756
)


(19,890
)Net income/(loss)

$
15,861


$
10,008


$
(10,819
)

$
(10,762
)


$
237,308


$
(46,738
)Basic net income/(loss) per share:Income (loss) from continuing operations

$
1.52


$
0.99


$
0.69


$
(0.24
)


$
244,064


$
(26,848
)Income/(loss) from discontinued operations


0.07



0.01



(1.77
)


(0.84
)



(6,756
)


(19,890
)Net income/(loss) per basic share

$
1.59


$
1.00


$
(1.08
)

$
(1.08
)


$
237,308


$
(46,738
)Diluted net income/(loss) per share:Income/(loss) from continuing operations

$
1.49


$
0.99


$
0.69


$
(0.24
)


$
244,064


$
(26,848
)Income/(loss) from discontinued operations


0.06



0.01



(1.77
)


(0.84
)



(6,756
)


(19,890
)Net income/(loss) per diluted share

$
1.55


$
1.00


$
(1.08
)

$
(1.08
)


$
237,308


$
(46,738
)   Successor Company



PredecessorAs of


As of


As of


As of



As ofDecember 31,


December 31,


December 31,


December 31,



December 31,2007


2006


2005


2004



2003Consolidated Balance Sheet DataCash and cash equivalents

$
3,991


$
3,315


$
5,422


$
15,192



$
25,981Working capital


107,004



110,198



123,540



122,503




(298,649
)Total assets


369,137



375,565



368,686



394,207




392,335Total debt


93,148



113,555



135,416



166,649




397,135Total stockholders equity/(deficit)


186,852



171,257



152,813



166,381




(88,628
)   23




---



##### Table of Contents



Successor Company



Predecessor CompanyFor the Period



For the PeriodOctober 20



January 1Year Ended


Year Ended


Year Ended


Through



Through


Year EndedDecember 31,


December 31,


December 31,


December 31,



October 19,


December 31,2007


2006


2005


2004



2004


2003Other Financial Data(a):Depreciation and amortization

$
16,700


$
15,179


$
15,144


$
3,594



$
18,786


$
25,138Capital expenditures


18,371



11,879



6,973



2,088




7,775



13,970     (a)
    
    Information based on total cash flows.(1)
    
    Includes stock-based compensation expense under
    SFAS No. 123(R) in the amount of $2,770 for the year
    ended December 31, 2007 and $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.(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.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  Form 10-K.
  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, electronics
    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. 24




---



##### Table of Contents




    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. These products are used by a variety of customers in
    the commercial and military aerospace and defense, electronics
    and data communication, industrial and automotive and medical
    electronics and device markets.    
    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, 2007, automotive industry
    production volumes decreased 3.0% compared to the same period
    for 2006. In addition, major OEMs have announced first and
    second quarter 2008 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 2007 increased by 30% and 12%,
    respectively, from 2006. Demand for medical devices was also
    strong in 2007 due to the broadening acceptance and products
    available for minimally invasive procedures and increased
    product development.  just-in-time
     25




---



##### Table of Contents



pass-through
    Insulated
    Wire Business Sale
    Acquisitions
    and Other
         26




---



##### Table of Contents



Bankruptcy
    and Reorganization
    Strategic
    Initiatives
       27




---



##### Table of Contents



Results
    of Operations
    For the Year Ended December 31,


For the Year Ended December 31,


For the Year Ended December 31,2007


2006


2005Net sales

$
730.8



100.0
%

$
748.9



100.0
%

$
424.7



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


636.3



87.1
%


661.2



88.3
%


363.9



85.7
%Selling, general and administrative expenses


44.5



6.1
%


44.9



6.0
%


31.5



7.4
%Depreciation and amortization


16.7



2.3
%


14.0



1.9
%


11.2



2.6
%Gain on sale of property, plant and equipment


(0.5
)


(0.1
)%







%


(0.7
)


(0.1
)%Operating income


33.8



4.6
%


28.8



3.8
%


18.8



4.4
%Other income/(expense):Interest expense


(9.9
)


(1.3
)%


(13.4
)


(1.8
)%


(11.4
)


(2.7
)%Amortization of deferred financing costs


(0.7
)


(0.1
)%


(1.2
)


(0.1
)%


(0.6
)


(0.1
)%Other, net







%


0.1




%






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


23.2



3.2
%


14.3



1.9
%


6.8



1.6
%Income tax provision/ (benefit)


8.0



1.1
%


4.4



0.6
%


(0.1
)



%Income from continuing operations


15.2



2.1
%


9.9



1.3
%


6.9



1.6
%Income/(loss) from discontinued operations, net of income tax
    benefit of $0.8, $0.1 and $2.4, respectively


0.7



0.1
%


0.1




%


(17.7
)


(4.1
)%Net income/ (loss)

$
15.9



2.2
%

$
10.0



1.3
%

$
(10.8
)


(2.5
)%  28




---



##### Table of Contents



For the Year Ended December 31, 2007


For the Year Ended December 31,


For the Year Ended December 31,2006


2005Net sales:Bare Wire

$
543.2



74
%

$
611.3



82
%

$
391.8



92
%Engineered Wire Products  Europe


67.4



9
%


55.2



7
%


38.8



9
%High Performance Conductors


122.2



17
%


83.0



11
%







%Elimination


(2.0
)



%


(0.6
)



%


(5.9
)


(1
)%Total

$
730.8



100
%

$
748.9



100
%

$
424.7



100
%Operating income:Bare Wire

$
19.7



53
%

$
23.6



68
%

$
20.1



94
%Engineered Wire Products  Europe


4.5



12
%


3.6



10
%


1.4



6
%High Performance Conductors


12.8



35
%


7.6



22
%






0
%Subtotal


37.0



100
%


34.8



100
%


21.5



100
%Corporate


(3.2
)






(6.0
)






(2.7
)Total

$
33.8






$
28.8






$
18.8   Year
    Ended December 31, 2007 versus Year Ended December 31,
    2006
       29




---



##### Table of Contents



30




---



##### Table of Contents



Year
    Ended December 31, 2006 versus Year Ended December 31,
    2005
          ,
   31




---



##### Table of Contents



S-1
    S-1
           32




---



##### Table of Contents



Liquidity
    and Capital Resources
  Working
    Capital and Cash Flows
             33




---



##### Table of Contents



Financing
    Arrangements
        Liquidity
          Stock
    Repurchase Program
    Off-Balance
    Sheet Arrangements
   34




---



##### Table of Contents



Contractual
    Obligations
    Less Than








More ThanContractual Obligations(3)

Total


1 year


1-3 Years


3-5 Years


5 YearsDebt(1)

$
93.1


$
1.1


$
0.0


$
92.0


$
0.0Estimated interest on debt(2)


29.3



8.4



15.0



5.9



0.0Open purchase orders


18.2



18.2



0.0



0.0



0.0Operating leases


6.4



1.8



2.8



1.6



0.2Total contractual cash obligations

$
147.0


$
29.5


$
17.8


$
99.5


$
0.2     (1)
    
    Debt obligations are exclusive of interest.(2)
    
    Interest was estimated using the debt balance outstanding at
    December 31, 2007 and the interest rates in effect on
    December 31, 2007.(3)
    
    Deferred compensation of $2.1 million was excluded from the
    contractual obligations table as the timing of the payments is
    dependent on the employees termination date. FIN 48
    reserve of $4.7 million was excluded from the contractual
    obligations table as the timing of the payments is uncertain.  Critical
    Accounting Policies
    Revenue
    Recognition
      Accounts
    Receivable
   35




---



##### Table of Contents



Inventories
  first-in,
  Long-Lived
    Assets, Intangible Assets and Goodwill
      Stock-based
    Compensation
  Share-Based Payment Accounting for Stock Issued to Employees
  Accounting For Stock-Based Compensation
  Income
    Taxes
   36




---



##### Table of Contents



SOP 90-7.
    Accounting for Uncertainty in Income
    Taxes  an interpretation of FASB Statement
    No. 109
  Recently
    Issued Accounting Standards
  Accounting for Uncertainty in Income Taxes  an
    interpretation of FASB Statement No. 109
  Fair Value Measurements
  The
    Fair Value Option for Financial Assets and Liabilities including an amendment to FASB Statement
    No. 115
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
 37




---



##### Table of Contents



and/or
  Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk.    Interest
    Rate Risk
    Foreign
    Currency Risk
        Commodity
    Price Risk
     38




---



##### 



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


40Balance Sheets as of December 31, 2007 and
    2006


42Statements of Operations for the Years Ended
    December 31, 2007, 2006 and 2005


43Statements of Stockholders Equity for the
    Years Ended December 31, 2007, 2006 and 2005


44Statements of Cash Flows for the Years Ended
    December 31, 2007, 2006 and 2005


45Notes to Consolidated Financial Statements


46   39




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM             Internal Control  Integrated Framework
   
    40




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
       
     41




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
 CONSOLIDATED
    BALANCE SHEETS
    December 31, 2007 and 2006  2007


2006(In thousands, except share data)ASSETSCurrent assets:Cash and cash equivalents

$
3,991


$
3,315Accounts receivable, less allowances of $1,282 and $1,738


93,456



97,896Refundable income taxes


3,283



Inventories


57,346



58,808Prepaid expenses and other


6,446



7,135Deferred income taxes


11,782



16,701Total current assets


176,304



183,855Property, plant and equipment, net


107,354



103,889Goodwill


61,560



62,148Identifiable intangibles, net


16,488



18,369Deferred financing costs, net


2,321



2,955Restricted cash


1,486



1,559Other assets


3,624



2,790Total assets

$
369,137


$
375,565LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current maturities of long-term debt

$
1,126


$
535Accounts payable and other


28,705



33,513Accrued and other liabilities


8,757



8,157Accrued workers compensation costs


5,775



6,107Accrued payroll and payroll related items


10,701



10,401Customers deposits


12,445



12,086Accrued income taxes






1,011Accrued interest


1,791



1,847Total current liabilities


69,300



73,657Long-term debt, less current maturities


92,022



113,020Other long-term liabilities


8,006



4,029Deferred income taxes


12,957



13,602Total liabilities


182,285



204,308Stockholders equity:Common stock, $.01 par value, 20,000,000 shares
    authorized, 10,055,002 and 10,000,002 issued


101



100Contributed capital


185,076



181,566Retained earnings/(accumulated deficit)


966



(11,573
)Treasury stock at cost, 144,000 shares at December 31,
    2007


(3,036
)


Accumulated other comprehensive income


3,745



1,164Total stockholders equity


186,852



171,257Total liabilities and stockholders equity

$
369,137


$
375,565    42




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
 CONSOLIDATED
    STATEMENTS OF OPERATIONS

Years Ended December 31, 2007, 2006 and 2005 2007


2006


2005(In thousands, except share data)Net sales

$
730,805


$
748,925


$
424,729Operating expenses:Cost of goods sold, exclusive of depreciation and amortization
    expense shown below


636,262



661,182



363,878Selling, general and administrative expenses


44,537



44,883



31,508Depreciation


13,693



10,838



8,063Amortization


3,007



3,164



3,169(Gain)/loss on sale of property, plant and equipment


(449
)


24



(721
)Operating income


33,755



28,834



18,832Other income/(expense):Interest


(9,919
)


(13,491
)


(11,455
)Amortization of deferred financing costs


(634
)


(1,151
)


(646
)Other income, net


(43
)


96



20Income from continuing operations before income tax
    provision/(benefit)


23,159



14,288



6,751Income tax provision/(benefit)


7,954



4,401



(179
)Income from continuing operations


15,205



9,887



6,930Income/(loss) from discontinued operations, net of income tax
    benefit of $749, $137, and $2,407 respectively


656



121



(17,749
)Net income/(loss)

$
15,861


$
10,008


$
(10,819
)Basic net income/(loss) per share:Income from continuing operations

$
1.52


$
0.99


$
0.69Income/(loss) from discontinued operations


0.07



0.01



(1.77
)Net income/(loss)

$
1.59


$
1.00


$
(1.08
)Diluted net income/(loss) per share:Income from continuing operations

$
1.49


$
0.99


$
0.69Income/(loss) from discontinued operations


0.06



0.01



(1.77
)Net income/(loss)

$
1.55


$
1.00


$
(1.08
)Weighted-average basic shares outstanding


9,983,015



10,000,002



10,000,002Weighted-average diluted shares outstanding


10,200,393



10,003,973



10,000,002    43




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
 Years
    Ended December 31, 2007, 2006 and 2005
  Retained Earnings/





Accumulated OtherCommon


Contributed


(Accumulated


Treasury


ComprehensiveStock


Capital


Deficit)


Stock


Income/(Loss)


Total(In thousands)Balance January 1, 2005

$
100


$
175,600


$
(10,762
)

$



$
1,443


$
166,381Comprehensive lossNet loss










(10,819
)










(10,819
)Foreign currency translation adjustment


















(2,749
)


(2,749
)Total comprehensive loss






















(13,568
)Balance December 31, 2005


100



175,600



(21,581
)






(1,306
)


152,813Comprehensive incomeNet income










10,008











10,008Foreign currency translation adjustment


















2,470



2,470Total comprehensive income






















12,478Stock-based compensation






5,966















5,966Balance December 31, 2006


100



181,566



(11,573
)






1,164



171,257Comprehensive incomeNet income










15,861











15,861Foreign currency translation adjustment


















2,581



2,581Total comprehensive income






















18,442Issuance of common stock


1



740















741Repurchase of common stock














(3,036
)






(3,036
)Adoption of FIN 48










(3,322
)










(3,322
)Stock-based compensation






2,770















2,770Balance December 31, 2007

$
101


$
185,076


$
966


$
(3,036
)

$
3,745


$
186,852    44




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 Years
    Ended December 31, 2007, 2006 and 2005
  2007


2006


2005(In thousands)Cash flows provided by operating activities:Net income/(loss)

$
15,861


$
10,008


$
(10,819
)Adjustments to reconcile net income/(loss) to net cash provided
    by operating activities:Depreciation


13,693



11,684



10,531Amortization


3,007



3,495



4,613Amortization of deferred financing costs


634



1,151



646Accounts receivable allowances provision/(benefit)


(251
)


1,024



417Stock based compensation expense


2,770



5,966



Gain on sale of business






(787
)


Gain on sale of property, plant and equipment


(699
)


(526
)


(721
)Impairment of long-lived assets










11,846Deferred income taxes


5,028



2,414



(3,396
)Change in operating assets and liabilities, net of acquisition
    and divestitures:Accounts receivable


6,609



4,213



(29,767
)Inventories


2,332



8,667



25,561Prepaid expenses and other assets


(1,424
)


(1,290
)


568Accounts payable


(2,678
)


(2,115
)


21,770Accrued and other liabilities and workers compensation
    costs


30



342



484Accrued payroll and payroll related items


89



1,968



(1,249
)Customers deposits


359



(964
)


(948
)Accrued interest


(56
)


9



135Accrued/refundable income taxes


(4,329
)


759



Other long-term liabilities


326



2



(767
)Net cash provided by operating activities before reorganization
    activities


41,301



46,020



28,904Cash flows used in reorganization activities










(6,439
)Net cash provided by operating activities


41,301



46,020



22,465Cash flows used in investing activities:Capital expenditures


(18,371
)


(11,879
)


(6,973
)Proceeds from sale of property, plant and equipment


3,070



1,758



875Restricted cash


73



363



1,186Proceeds from sale of business






36,959



4,225Acquisition of Phelps Dodge High Performance Conductors of
    SC & GA, Inc., net of $45 cash received in 2006


(3,000
)


(52,143
)


Net cash used in investing activities


(18,228
)


(24,942
)


(687
)Cash flows used in financing activities:Borrowings under long-term obligations


367,071



453,583



61,091Repayment under long-term obligations


(387,478
)


(475,444
)


(92,324
)Proceeds from issuance of common stock


741







Repurchase of common stock


(3,036
)






Financing fees






(1,649
)


(28
)Net cash used in financing activities


(22,702
)


(23,510
)


(31,261
)Effects of exchange rate changes on cash and cash equivalents


305



325



(287
)Net change in cash and cash equivalents


676



(2,107
)


(9,770
)Cash and cash equivalents at beginning of the period


3,315



5,422



15,192Cash and cash equivalents at end of the period

$
3,991


$
3,315


$
5,422Supplemental disclosure of cash flow information:Interest paid, net of capitalized interest of $422, $0 and $0

$
9,975


$
14,377


$
13,361Taxes paid, net of refunds of $6, $129 and $186

$
5,961


$
738


$
810Amount included in accounts payable and other for acquisition
    and  capital expenditures

$
777


$
3,185


$
    45




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (In thousands, except per share data)  1.
    Business
    Organization and Basis of Presentation      2.
    Summary
    of Significant Accounting Policies  Principles
    of Consolidation and Use of Estimates
      Revenue
    Recognition
   46




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Shipping
    and Handling Fees and Costs
    Cash and
    Cash Equivalents
    Restricted
    Cash
    Concentrations
    of Credit Risk
    Inventories
  last-in, first-in,
  Property,
    Plant and Equipment
   47




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Goodwill
  Goodwill and Other
    Intangible Assets ,
  Identifiable
    Intangibles
    Impairment
    of Long-lived Assets
  Accounting for the
    Impairment or Disposal of Long-Lived Assets
  Deferred
    Financing Costs
   48




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Stock-based
    Compensation
  Share-Based Payment
  Accounting For Stock-Based Compensation
      For the Year Ended December 31,2007


2006Stock Options and Awards:Expected life  employees


6 years



6 yearsExpected life  non-employee directors


5.5 years



6 yearsExpected volatility


50.0
%


58.0
%Dividend yield


0
%


0
%Risk-free interest rate


4.2
%


4.9
%     Income
    Taxes
   49




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##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Foreign
    Currency Translation
      Fair
    Value of Financial Instruments
  Disclosure about Fair Value of
    Financial Instruments
  Allocation
    of Interest Expense to Discontinued Operations
  87-24, Allocation of Interest to Discontinued Operations
  Net
    Income/(Loss) Per Share
  Earnings per Share
  For the Year Ended December 31,2007


2006


2005Weighted-average shares outstanding  basic


9,983,015



10,000,002



10,000,002Dilutive effect of stock options


217,378



3,971



Weighted-average shares outstanding  dilutive


10,200,393



10,003,973



10,000,002    50




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##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Significant
    Customers
    Concentration
    of Copper Suppliers
  5 16
  Segment
    Information
    Other
    Comprehensive Income/(Loss)
  Reporting Comprehensive Income,
  Recently
    Issued Accounting Standards
  Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement
    No. 109
  Fair Value Measurements
  The
    Fair Value Option for Financial Assets and Liabilities including an amendment to FASB Statement No. 115
 51




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##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  and/or
  3.
    Acquisition
    and Other     52




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##### 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
     53




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##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Pro FormaFor the Year Ended 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
)   4.
    Inventories    2007


2006Raw materials

$
16,712


$
16,960Work-in-process


11,198



13,827Finished goods


29,436



28,021Total inventories

$
57,346


$
58,808   last-in, first-in,
 54




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##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Property,
    Plant and Equipment    2007


2006Land

$
5,152


$
5,356Building and improvements


31,771



28,825Machinery and equipment


101,934



83,832Construction in progress


2,435



6,493141,292



124,506Less: accumulated depreciation


(33,938
)


(20,617
)$
107,354


$
103,889     6.
    Goodwill
    and Intangible Assets    For the Year Ended December 31,2007


2006Balance, beginning of year

$
62,148


$
62,307Reduction of deferred income tax valuation allowance


(588
)


(159
)Balance, end of year

$
61,560


$
62,148       2007


2006Accumulated





AccumulatedCost


Amortization


Cost


AmortizationCustomer contracts and relationships

$
9,534


$
2,035


$
9,534


$
1,400Trade names and trademarks


10,568



1,663



10,568



1,135Favorable leases


2,671



2,671



2,671



1,958Alloys


92



8



92



3Total identifiable intangible assets

$
22,865


$
6,377


$
22,865


$
4,496  55




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##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008

$
1,1692009


1,1692010


1,1692011


1,1692012


1,169Thereafter


10,643   7.  Financing
    Costs
    8.  Discontinued
    Operations
     56




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##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      For the Year Ended December 31,2007


2006


2005Net sales

$



$
53,195


$
238,819Income/(loss) before income tax provision/(benefit)


(93
)


(16
)


(20,156
)Income/(loss), net of income taxes


656



121



(17,749
)   9.  Related
    Party Transactions
    10.  Long-Term
    Debt
    2007


2006Revolver Credit Facility

$
17,022


$
38,02010% Secured Senior Subordinated Notes


75,000



75,000Other


1,126



535Total long-term debt


93,148



113,555Less current maturities


1,126



535Long-term portion of long-term debt

$
92,022


$
113,020   Senior
    Revolver Credit Facility
   57




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##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                
    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
     58




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##### Table of Contents



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


105.00
%2008


102.50
%2009


101.25
%2010


100.00
%2011


100.00
%           Other
    Debt
    Scheduled
    Maturities of Debt
    2008

$
1,1262009


2010


2011


92,022Total

$
93,148  59




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##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.  Income
    Taxes
  Accounting for Income Taxes
    For the Year Ended December 31,2007


2006


2005CurrentFederal

$
928


$
859


$
8,542State


(345
)


198



1,223Foreign


1,256



468



3481,839



1,525



10,113DeferredFederal


5,904



2,826



(9,859
)State


537



(109
)


(433
)Foreign


(326
)


159



6,115



2,876



(10,292
)Income tax provision/(benefit) for continuing operations


7,954



4,401



(179
)Tax benefit on discontinued operations


(749
)


(137
)


(2,407
)Total provision/(benefit)

$
7,205


$
4,264


$
(2,586
)     For the Year Ended December 31,2007


2006


2005Domestic

$
19,647


$
12,472


$
5,127Foreign


3,512



1,816



1,624Income before income tax provision/(benefit)

$
23,159


$
14,288


$
6,751  60




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##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Year Ended December 31,2007


2006


2005Federal income tax at statutory rate of 35%

$
8,106


$
5,001


$
2,363State income taxes, net of federal tax benefit


58



433



316Foreign rate differential


(299
)


(9
)


439Disregarded entity loss deductible in U.S.


(328
)


(713
)


(660
)State tax credits


(790
)


(525
)


Non-deductible expenses


3



33



386Change in valuation allowance


2,043







(3,692
)Change in state effective rate on deferred income taxes


(521
)


181



975Other


(318
)






(306
)$
7,954


$
4,401


$
(179
)     2007


2006Deferred tax assets:Accounts receivable allowances

$
370


$
480Accrued liabilities not yet deductible


4,915



7,721Net operating loss carryforward


9,881



15,934Alternative minimum tax credit carryforward


1,876



859State tax credits


1,315



525Stock-based compensation


2,977



2,234Other


431



8821,765



27,841Valuation allowance


(2,256
)


(1,530
)19,509



26,311Deferred tax liabilities:Depreciation and amortization


19,737



21,549Inventories


947



1,66320,684



23,212Net deferred tax (liability)/asset

$
(1,175
)

$
3,099Net current deferred tax assets

$
11,782


$
16,701Net non-current deferred liabilities


(12,957
)


(13,602
)Total net deferred tax (liability)/asset

$
(1,175
)

$
3,099    61




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##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Balance at January 1, 2007

$
4,260Increases related to current year tax positions


146Increases related to prior year tax positions


225Decreases related to prior year tax positions


(262
)Expiration of statute of limitations for the assessment of taxes


Settlements


Balance at December 31, 2007

$
4,369      62




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##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    12.
    Retirement
    Benefits and Stock Option Plans          10-year
   63




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##### Table of Contents



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


Average


AggregateNumber of


Average


Remaining


IntrinsicShares


Exercise Price


Term in Years


Value(1)Outstanding at January 1, 2007


1,114,300


$
15.03Granted


65,100


$
22.00Exercised


(55,000
)

$
13.91Outstanding at December 31, 2007


1,124,400


$
15.49



8.6


$
7,600Vested or expected to vest at December 31, 2007


1,068,180


$
15.49



8.6


$
7,220Exercisable at December 31, 2007


953,300


$
15.60



8.3


$
6,906     (1)
    
    The aggregate intrinsic value was calculated using the
    difference between the market price of the Companys common
    stock at December 31 and the grant price for only those awards
    that have a grant price less than the market price of the
    Companys common stock at December 31.      RemainingNumber of Options


Weighted-Average


Contractual


OptionsOutstanding


Exercise Prices


Life in Years


Exercisable10,000


$
11.00



7.6



10,0001,001,300


$
15.00



8.3



927,30048,000


$
17.83



8.8



16,00042,000


$
21.86



9.7



23,100


$
22.25



9.8



1,124,400











953,300   13.  Stock
    Repurchase Program
    14.  Commitments
    and Contingencies
   64




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##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008

$
1,7852009


1,5022010


1,3112011


9282012


673Thereafter


189Total

$
6,388     15.  Business
    Segment Information
         65




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##### 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, 2007

$
543,231


$
67,408


$
122,234


$



$
(2,068
)

$
730,805For 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
)


424,729Operating incomeFor the year ended December 31, 2007


19,699



4,525



12,818



(3,287
)






33,755For 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
)






18,832Income from continuing operations before income tax
    provisionFor the year ended December 31, 2007


19,699



4,468



12,818



(13,826
)






23,159For 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
)






6,751GoodwillAs of December 31, 2007


61,560



















61,560As of December 31, 2006


62,148



















62,148Total assetsAs of December 31, 2007


240,145



43,979



64,309



25,508



(4,804
)


369,137As of December 31, 2006


247,778



40,115



62,863



32,161



(7,352
)


375,565Capital expendituresFor the year ended December 31, 2007


15,996



1,322



770











18,088For the year ended December 31, 2006


9,406



1,057



1,375



1







11,839For the year ended December 31, 2005


4,282



69















4,351Depreciation and amortizationFor the year ended December 31, 2007


12,391



1,149



3,143



17







16,700For the year ended December 31, 2006


11,314



903



1,776



9







14,002For the year ended December 31, 2005


10,346



841







45







11,232     For the Year Ended December 31,2007


2006


2005United States

$
657,512


$
681,549


$
385,884Europe


73,293



67,376



38,845Total

$
730,805


$
748,925


$
424,729  66




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##### Table of Contents



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


2006United States

$
96,916


$
94,568Europe


10,438



9,321Total

$
107,354


$
103,889   16.  Litigation
          17.
    Subsequent
    Events   67




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##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  18.
    Quarterly
    Financial Information (unaudited)    20074th Qtr.


3rd Qtr.


2nd Qtr.


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

$
176,656


$
179,994


$
200,030


$
174,125Gross profit, exclusive of depreciation and amortization


23,787



23,541



23,850



23,365Operating income


7,889
(a)


9,273



8,318



8,275Income from continuing operations


2,472



4,599



4,224



3,910Income from discontinued operations


24



492



73



67Net income


2,496



5,091



4,297



3,977Earnings per share Basic

$
0.25



0.51



0.43



0.40Diluted

$
0.24


$
0.50


$
0.42


$
0.40   20064th Qtr.


3rd Qtr.


2nd Qtr.


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

$
183,913


$
206,372


$
214,077


$
144,563Gross profit, exclusive of depreciation and amortization


23,693



24,341



22,303



17,406Operating income


4,443
(a)


8,439



8,892



7,060Income from continuing operations


615



3,651



3,138



2,483Income/(loss) from discontinued operations


323



294



126



(622
)Net income


938



3,945



3,264



1,861Earnings per share Basic and diluted

$
0.09


$
0.39


$
0.33


$
0.19     (a)
    
    Includes $979 and $4,587 of LIFO liquidation effect,
    respectively. 68




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreement with Accountants on Accounting and Financial
    Disclosure.    Item 9A.
    Controls
    and Procedures.  Disclosure
    Controls and Procedures
  Rule 13a-15(e) 15d-15(e) Form 10-K,
  Managements
    Annual Report on Internal Control over Financial
    Reporting
      Internal Control 
    Integrated Framework
    Changes
    in Internal Control over Financial Reporting
   69




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Internal Control 
    Integrated Framework
        Internal Control  Integrated Framework
   70




---



##### Table of Contents



Item 9B.
    Other
    Information.    PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance.      Form 8-K.
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.    Item 14.
    Principal
    Accountant Fees and Services.   71




---



##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules.      FINANCIAL
    STATEMENT SCHEDULE
    INTERNATIONAL WIRE GROUP, INC.
    SCHEDULE II  VALUATION AND QUALIFYING
    ACCOUNTS
  Collection ofAllowances  Deducted from

Balance at











PreviouslyAccounts Receivables in the

Beginning


Acquisition








Written


Balance atBalance Sheet

of Period


of HPC


Provision


Write-Offs


off Accounts


End of PeriodYear ended December 31, 2007

$
1,738


$



$
(251
)

$
(205
)

$



$
1,282Year ended December 31, 2006

$
3,036


$
104


$
1,024


$
(2,426
)

$



$
1,738Year ended December 31, 2005

$
4,060


$



$
417


$
(1,441
)

$



$
3,036  72




---



##### 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

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).10.3

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).10.4

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).*10.5

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).10.6

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).*10.7

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).* 73




---



##### Table of Contents



ExhibitNo.

Exhibit Description10.8

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).*10.9

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).10.10

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).10.11

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).10.12

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).*10.13

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).*10.14

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).*10.15

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).*10.16

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).10.17

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).10.18

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).10.19

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).*10.20

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).*10.21

Letter agreement, dated March 26, 2007, between
    International Wire Group, Inc. and William Lane Pennington
    (filed as Exhibit 10.39 to the Companys Annual Report
    on
    Form 10-K
    filed April 30, 2007, and incorporated herein by
    reference).*10.22

Letter agreement regarding Amended and Restated Registration
    Rights Agreement, dated April 24, 2007, 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 April 27, 2007, and incorporated herein by
    reference). 74




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##### Table of Contents



ExhibitNo.

Exhibit Description10.23

Amendment No. 4 to Loan and Security Agreement, dated as of
    October 26, 2007, 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 October 26, 2007, and incorporated herein by
    reference).21.1

Subsidiaries of International Wire Group, Inc. (filed herewith).23.1

Consent of PricewaterhouseCoopers LLP (filed herewith).23.2

Consent of Deloitte & Touche LLP (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), as adopted pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002 (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), as adopted pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002 (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. 75




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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  76




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##### Table of Contents



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

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
.3

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
.4

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
.5

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).10
.6

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
.7

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).* 77




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##### Table of Contents



ExhibitNo.

Exhibit Description10
.8

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
.9

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
.10

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
.11

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
.12

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
.13

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
.14

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
.15

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
.16

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
.17

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
.18

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
.19

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
.20

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
.21

Letter agreement, dated March 26, 2007, between
    International Wire Group, Inc. and William Lane Pennington
    (filed as Exhibit 10.39 to the Companys Annual Report
    on
    Form 10-K
    filed April 30, 2007, and incorporated herein by
    reference).*10
.22

Letter agreement regarding Amended and Restated Registration
    Rights Agreement, dated April 24, 2007, 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 April 27, 2007, and incorporated herein by reference) 78




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##### Table of Contents



ExhibitNo.

Exhibit Description10
.23

Amendment No. 4 to Loan and Security Agreement, dated as of
    October 26, 2007, 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 October 26, 2007, and incorporated herein by
    reference).21
.1

Subsidiaries of International Wire Group, Inc. (filed herewith).23
.1

Consent of PriceWaterhouseCoopers LLP (filed herewith).23
.2

Consent of Deloitte & Touche LLP (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), as adopted pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002 (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), as adopted pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002 (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. 79