##### 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, 2008oro

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
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      APPLICABLE ONLY TO ISSUERS INVOLVED
    IN
 BANKRUPTCY PROCEEDINGS DURING THE
    PRECEDING FIVE YEARS:
  þ o
     Class

Outstanding at February 27, 2009Common Stock, $0.01 par value per share

9,986,202 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


18Item 2.

Properties


18Item 3.

Legal Proceedings


20Item 4.

Submission of Matters to a Vote of Security
    Holders


20PART IIItem 5.

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


21Item 6.

Selected Financial Data


23Item 7.

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


25Item 7A.

Quantitative and Qualitative Disclosures about
    Market Risk


38Item 8.

Financial Statements and Supplementary Data


40Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


66Item 9A.

Control and Procedures


66Item 9B.

Other Information


68PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


68Item 11.

Executive Compensation


68Item 12.

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


68Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


69Item 14.

Principal Accountant Fees and Services


69PART IVItem 15.

Exhibits and Financial Statement Schedule


69Signatures


73EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   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 electronics and data
    communications, general industrial, energy, appliances, and
    automotive markets.
    Engineered Wire Products 
    Europe.  Our bare copper wire products are
    engineered and used to conduct electricity either for power or
    for grounding purposes and are sold to a diverse customer base
    of various OEMs for use in electrical appliances, power
    supply, aircraft, railway and automotive markets.
    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, automotive and medical
    electronics and device markets.  (315) 245-3800. http://itwg.client.shareholder.com.
 2




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##### Table of Contents



Acquisitions
      Products
    and Markets
      Bare
    Wire Segment (72% of 2008 Consolidated Net Sales)
    
    appliance (approximately 8% of total 2008 Bare Wire adder sales);
    automotive (approximately 16% of total 2008 Bare Wire adder
    sales);
    electronics and data communications (approximately 27% of total
    2008 Bare Wire adder sales) including broadcast/video,
    audio/microphone/sound for entertainment, medical, safety and
    security control, local area network (LAN) and
    computer system applications; and
    industrial/energy (approximately 49% of total 2008 Bare Wire
    adder sales) including heating, ventilating and air conditioning
    (HVAC), circuit protection, digital and cellular
    phone tower, elevator, mining 3




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and oil exploration, mass transit, utility power distribution,
    wind turbine, oil and water well, transformers and fuse link,
    welding and irrigation applications.    
    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 a wider
    range of applications. 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 automotive wire harnesses. In addition, bunched
    wire is commonly used for transmission of electrical current in
    lighting fixture cords, extension cords and power cords for
    portable, power hand tools.
    Cabled Wire and Braided Wire.  Cabled wire and
    braided wire are combinations of single, bunched or stranded
    wire twisted together in various patterns and thickness. These
    wires transmit electrical current and are typically used in
    mining, mass transportation, automotive, utility power
    distribution and other industrial applications.
    Shielding Wire.  Shielding wire is comprised of
    varying numbers of single end wires that are wound together in
    parallel construction around a bobbin. Shielding wire does not
    transmit signals or voltage but rather shields the signal
    traveling through the core conductor from outside interference.
    This type of wire is primarily used in data communication
    applications, telecommunications equipment, cable television
    equipment and security systems.  Engineered
    Wire Products  Europe Segment (10% of 2008
    Consolidated Net Sales)
    
    electrical appliances (approximately 40% of total 2008
    Engineered Wire Products  Europe net sales);
    power supply (approximately 29% of total 2008 Engineered Wire
    Products  Europe net sales);
    aircraft and railway (approximately 14% of total 2008 Engineered
    Wire Products  Europe net sales); and
    automotive (approximately 17% of total 2008 Engineered Wire
    Products  Europe net sales).  and/or
 4




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High
    Performance Conductors Segment (18% of 2008 Consolidated Net
    Sales)
      
    commercial and military aerospace and defense (approximately 44%
    of total 2008 High Performance Conductors net sales) including
    commercial and military aircraft wiring, avionics, defense
    weapons and security systems, commercial and defense satellite
    systems;
    electronics and data communication (approximately 24% of total
    2008 High Performance Conductors net sales) including consumer
    electronics, test equipment, data and voice communication
    systems;
    industrial and automotive (approximately 18% of total 2008 High
    Performance Conductors net sales) including industrial power
    systems, heat and freeze control systems, automotive and
    geophysical applications; and
    medical electronics and devices (approximately 14% of total 2008
    High Performance Conductors net sales) including medical
    diagnostic and test equipment and components for minimally
    invasive medical devices.  Marketing
    Key
    Customers
    International
    Operations
     5




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Raw
    Materials
          just-in-time
  Manufacturing
    and Distribution
    Bare
    Wire
   6




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
    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
    35% 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.
    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 insulating materials
    such as polyethylene or polyimide. This process is performed
    over multiple passes in an oven that cures the film being
    applied. 7




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
    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 precise
    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
    Environmental
    Matters
     8




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on-site
    Executive
    Officers of the Registrant
    Name

Age

Position(s)Rodney D. Kent


61


Director and Chief Executive OfficerGlenn J. Holler


61


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


54


Vice President  FinanceChrysant E. Makarushka


68


Vice President  Purchasing and LogisticsMartin G. Dew


46


President of IWG High Performance Conductors, Inc.             Available
    Information
  1-800-SEC-0330 http://www.sec.gov.
  http://itwg.client.shareholder.com Form 10-K, Form 10-Q, Form 8-K
 9




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Form 10-K.
  Item 1A.
    Risk
    Factors.  Risks
    Related to Our Business
  As a
    result of the current recession in the economies of the United
    States and many other countries and volatility and uncertainty
    in global capital and credit markets, a number of the risks we
    normally face may increase. These include:
  
    Reduced consumer and industrial demand for the products our
    customers manufacture, notably aerospace, automobiles,
    electronics/data communications and industrial products,
    resulting in lower demand for the products we sell.
    Increased price competition resulting in lower sales,
    profitability and cash flow.
    Deterioration in the financial condition of our customers
    resulting in reduced sales, an inability to collect receivables,
    payment delays or potentially bankruptcy or insolvency which
    would also reduce the borrowing base under our Revolving Credit
    Facility.
    Increased risk of insolvency of financial institutions, which
    may limit our liquidity in the future or adversely affect our
    ability to use our Revolving Credit Facility.
    Increased turmoil in the financial markets which may limit our,
    our customers or suppliers ability to access
    required financing or may result in the imposition of terms for
    such financing that are more restrictive or costly than in the
    past. Specifically, our vendors may further reduce our payment
    terms.
    Increased risk that our cash and cash equivalents may not be as
    liquid as we anticipate.  Demand
    for a portion of our products is highly dependent on the
    aerospace, automotive, appliance, electronics and data
    communication, general industrial/energy and medical device
    markets.
    The
    price of copper, the principal raw material used in our
    products, as well as the prices of silver, nickel, and tin,
    which are also used in our products, are subject to price
    fluctuations and may negatively impact our profitability and/or
    liquidity.
  world-traded
   10




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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.
      The
    loss of a significant customer could significantly reduce our
    sales and impact our long-lived assets as well.
   11




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Some
    of our large customers have in-house wire production facilities
    and we may be disproportionately affected by an economic
    downturn.
    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.
      We
    have risks associated with inventory.
    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.
   12




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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.
    Our
    acquisition and expansion plans may fail to perform as
    expected.
    
    We may not be able to integrate the new acquisition or 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 may 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.  We may
    in the future incur goodwill, other intangible assets and
    long-lived asset impairment charges.
    If the
    financial condition of our customers declines, our credit risks
    could increase
  and/or
 13




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We
    depend heavily on our key employees, and the loss of key
    employees could harm our business.
    If our
    relationship with our employees deteriorates, our business could
    suffer.
    A
    significant portion of our business depends on sales outside the
    U.S.
    
    economic or political instability;
    foreign exchange rate fluctuations;
    difficulties in staffing and managing foreign personnel; and
    cultural differences.  We are
    subject to foreign currency fluctuations.
    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
    might have difficulty protecting our intellectual property from
    use by competitors, or competitors might accuse us of violating
    their intellectual property rights.
   14




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We are
    subject to environmental laws and regulations that expose us to
    potential financial liability.
    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 Financial Position
  We
    have substantial debt and other financial obligations, and we
    may incur even more debt.
       15




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
    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
    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,
  We may
    not have the ability to repurchase our Notes upon a change of
    control as required by the indenture governing our
    Notes.
   16




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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.
      Our
    principal stockholders could exercise their influence over us to
    the detriment of the other stockholders.
    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
     17




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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.   18




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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 wireJewett City, Connecticut


210,000



Leased
(1)

Electroplated tin and nickel, stranded and cabled wireWilliamstown, New York


183,000



Owned


Single end, bunched, stranded and cabled wireCamden, New York


159,000



Owned


Single end, bunched, stranded and cabled wireBremen, Indiana


153,000



Owned


Bunched wireJordan, New York


117,000



Owned


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 wireSherburne, New York


20,800



Owned


Metallic and harness braidingDowney, California


20,000



Leased
(2)

DistributionENGINEERED WIRE PRODUCTS  EUROPE SEGMENTSaint-Chamond, France


60,000



Owned


Specialty braids, rope and cable productsSaint-Chamond, France


30,000



Owned


Specialty braids, rope and cable productsVinovo, Italy


28,000



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 componentsLittleton, New Hampshire


80,000



Owned


Silver, nickel, and tin plated copper and copper alloy
    conductors in single-end, stranded, shielding, flat wire, and
    tinsel configurationsPurrs, Belgium


7,600



Leased
(3)

Distribution     (1)
    
    The lease expires December 31, 2009. We have an option to
    purchase the Jewett City facility from Global Wire for
    approximately $750,000, subject to an adjustment depending upon
    environmental expenditures by Global Wire.(2)
    
    The lease expires March 31, 2009 with renewal provisions.(3)
    
    The lease expires April 30, 2015 with early termination
    provisions. 19




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Item 3.
    Legal
    Proceedings.    Item 4.
    Submission
    of Matters to a Vote of Security Holders.   20




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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


Low2008Fourth quarter

$
25.75


$
8.30Third quarter


29.25



25.00Second quarter


26.00



19.50First quarter


22.50



20.252007Fourth quarter

$
22.50


$
20.00Third quarter


28.00



17.00Second quarter


25.04



21.00First quarter


18.45



18.25      21




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##### Table of Contents



Performance
    Graph
      
  10/20/2004


12/31/2004


12/31/2005


12/31/2006


12/31/2007


12/31/2008ITWG



100.0




104.6




62.3




113.7




148.3




66.7S&P 500



100.0




107.6




112.9




130.7




137.9




86.9Peer Group



100.0




111.5




139.0




283.1




316.0




96.4     Number of SecuritiesRemaining Available forNumber of Securities to be


Weight Average


Future Issuance UnderIssued upon Exercise of


Exercise Price of


Equity Compensation PlansOutstanding Options,


Outstanding Options,


(Excluding SecuritiesWarrants and Rights


Warrants and Rights


Reflected in Column (a))(a)


(b)


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


1,072,300


$
15.71



422,500Equity compensation plans not approved by security holders










Total


1,072,300


$
15.71



422,500  22




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##### Table of Contents



Item 6.
    Selected
    Financial Data.    90-7, Financial Reporting by Entities in Reorganization under the
    Bankruptcy Code
    PredecessorSuccessor Company



CompanyFor the Period



For the PeriodOctober 20



January 1Year Ended


Year Ended


Year Ended


Year Ended


Through



ThroughDecember 31,


December 31,


December 31,


December 31,


December 31,



October 19,2008


2007


2006


2005


2004



2004Consolidated Statements of
    Operations Data (in thousands,
    except per share data)Net sales

$
736,402


$
730,805


$
748,925


$
424,729


$
68,339



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


650,766



636,262



661,182



363,878



57,983




220,087Selling, general and administrative expenses(1)


44,942



44,537



44,883



31,508



6,006




21,027Depreciation


15,665



13,693



10,838



8,063



2,067




8,917Amortization


2,876



3,007



3,164



3,169



712




1,288Plant closing charges


















1,632




262Reorganization expenses(2)























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


26



(449
)


24



(721
)


(10
)



(101
)Operating income/(loss)


22,127



33,755



28,834



18,832



(51
)



16,758Bankruptcy reorganization items:Bankruptcy reorganization expenses(2)























(12,710
)Gain from debt forgiveness(3)























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


(10,095
)


(9,919
)


(13,491
)


(11,455
)


(2,280
)



(12,088
)Amortization of deferred financing costs


(638
)


(634
)


(1,151
)


(646
)


(127
)



(6,813
)Other, net


126



(43
)


96



20



66




 23




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##### Table of Contents



PredecessorSuccessor Company



CompanyFor the Period



For the PeriodOctober 20



January 1Year Ended


Year Ended


Year Ended


Year Ended


Through



ThroughDecember 31,


December 31,


December 31,


December 31,


December 31,



October 19,2008


2007


2006


2005


2004



2004Income/(loss) from continuing operations before income tax
    provision/(benefit)


11,520



23,159



14,288



6,751



(2,392
)



244,399Income tax provision/(benefit)


5,036



7,954



4,401



(179
)







335Income/(loss) from continuing operations


6,484



15,205



9,887



6,930



(2,392
)



244,064Income/(loss) from discontinued operations, net of income taxes
    of $25, ($749), ($137), ($2,407), ($34) and $331, respectively


45



656



121



(17,749
)


(8,370
)



(6,756
)Net income/(loss)

$
6,529


$
15,861


$
10,008


$
(10,819
)

$
(10,762
)


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

$
0.66


$
1.52


$
0.99


$
0.69


$
(0.24
)


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






0.07



0.01



(1.77
)


(0.84
)



(6,756
)Net income/(loss) per basic share

$
0.66


$
1.59


$
1.00


$
(1.08
)

$
(1.08
)


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

$
0.64


$
1.49


$
0.99


$
0.69


$
(0.24
)


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






0.06



0.01



(1.77
)


(0.84
)



(6,756
)Net income/(loss) per diluted share

$
0.64


$
1.55


$
1.00


$
(1.08
)

$
(1.08
)


$
237,308   As of December 31,2008


2007


2006


2005


2004Consolidated Balance Sheet Data
    (in thousands)Cash and cash equivalents

$
7,372


$
3,991


$
3,315


$
5,422


$
15,192Working capital


85,825



107,004



110,198



123,540



122,503Total assets


370,099



369,137



375,565



368,686



394,207Total debt


88,387



93,148



113,555



135,416



166,649Total stockholders equity


181,604



186,852



171,257



152,813



166,381   PredecessorSuccessor Company



CompanyFor the Period



For the PeriodOctober 20



January 1Through



ThroughFor the Year Ended December 31,


December 31,



October 19,2008


2007


2006


2005


2004



2004Other Financial Data (in thousands)(a)(b):Depreciation and amortization

$
18,541


$
16,700


$
15,179


$
15,144


$
3,594



$
18,786Capital expenditures


12,945



18,371



11,879



6,973



2,088




7,775     (a)
    
    Information based on total cash flows. 24




---



##### Table of Contents



(b)
    
    On December 19, 2008, our Board of Directors declared a
    special $1.08 per share dividend payable to shareholders and
    dividend equivalent payable to option holders with a record date
    of December 31, 2008 and payable on January 14, 2009.(1)
    
    Includes stock-based compensation expense under Statement of
    Financial Accounting Standards (SFAS)
    No. 123(R) in the amount of $870, $2,770 and $5,966 for the
    years ended December 31, 2008, 2007 and 2006, respectively.(2)
    
    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.(3)
    
    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 electronics and data
    communications, general industrial, energy, appliances, and
    automotive markets.
    Engineered Wire Products 
    Europe.  Our bare copper wire products are
    engineered and used to conduct electricity either for power or
    for grounding purposes and are sold to a diverse customer base
    of various OEMs for use in electrical appliances, power
    supply, aircraft, railway and automotive markets.
    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, 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. 25




---



##### Table of Contents




    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.
    Automotive market  North American industry
    production statistics, which are influenced by labor relations
    issues, regulatory requirements and trade agreements. For the
    year ended December 31, 2008, automotive industry
    production volumes decreased 16.2% compared to the same period
    for 2007 as lower consumer confidence, the credit crisis and
    deepening U.S. recession reduced consumer demand. In
    addition, industry production cut-backs are expected to continue
    with extended plant idling, weak consumer demand and difficult
    credit markets.
    Additional factors relevant to the High Performance Conductors
    segment include commercial aircraft deliveries and spending
    levels in the military defense and electronics, electro-medical
    equipment and medical devices, consumer electronics and the
    industrial/energy markets. Deliveries of large civil aircraft in
    the first nine months of 2008 increased over the same period in
    2007. Deliveries in the fourth quarter of 2008 were impacted by
    the Boeing machinists strike and the continued delay in
    the production of the 787 Dreamliner. Demand for medical device
    components remained strong due to the continuing trend in
    acceptance and products available for minimally invasive
    procedures and increased product development.  just-in-time
       26




---



##### Table of Contents



Acquisitions
     27




---



##### Table of Contents



Strategic
    Alternatives
    Current
    Outlook
  and/or
  First
    Nine Months and Fourth Quarter Operating Results
       28




---



##### Table of Contents



Results
    of Operations
    For the Year Ended December 31,2008


2007


2006Net sales

$
736.4



100.0
%

$
730.8



100.0
%

$
748.9



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


650.8



88.4
%


636.3



87.1
%


661.2



88.3
%Selling, general and administrative expenses


44.9



6.1
%


44.5



6.1
%


44.9



6.0
%Depreciation and amortization


18.6



2.5
%


16.7



2.3
%


14.0



1.9
%Gain on sale of property, plant and equipment







%


(0.5
)


(0.1
)%







%Operating income


22.1



3.0
%


33.8



4.6
%


28.8



3.8
%Other income/(expense):Interest expense


(10.1
)


(1.3
)%


(9.9
)


(1.3
)%


(13.4
)


(1.8
)%Amortization of deferred financing costs


(0.6
)


(0.1
)%


(0.7
)


(0.1
)%


(1.2
)


(0.1
)%Other, net


0.1




%







%


0.1




%Income from continuing operations before income tax provision


11.5



1.6
%


23.2



3.2
%


14.3



1.9
%Income tax provision


5.0



0.7
%


8.0



1.1
%


4.4



0.6
%Income from continuing operations


6.5



0.9
%


15.2



2.1
%


9.9



1.3
%Income from discontinued operations


0.0




%


0.7



0.1
%


0.1




%Net income

$
6.5



0.9
%

$
15.9



2.2
%

$
10.0



1.3
%     For the Year Ended December 31,2008


2007


2006Net sales:Bare Wire

$
530.8



72
%

$
543.2



74
%

$
611.3



82
%Engineered Wire Products  Europe


72.5



10
%


67.4



9
%


55.2



7
%High Performance Conductors


135.1



18
%


122.2



17
%


83.0



11
%Elimination


(2.0
)



%


(2.0
)



%


(0.6
)



%Total

$
736.4



100
%

$
730.8



100
%

$
748.9



100
%Operating income:Bare Wire

$
9.2



40
%

$
19.7



53
%

$
23.6



68
%Engineered Wire Products  Europe


4.8



21
%


4.5



12
%


3.6



10
%High Performance Conductors


9.0



39
%


12.8



35
%


7.6



22
%Subtotal


23.0



100
%


37.0



100
%


34.8



100
%Corporate


(0.9
)






(3.2
)






(6.0
)Total

$
22.1






$
33.8






$
28.8  29




---



##### Table of Contents



Year
    Ended December 31, 2008 versus Year Ended December 31,
    2007
             30




---



##### Table of Contents



Year
    Ended December 31, 2007 versus Year Ended December 31,
    2006
   31




---



##### Table of Contents



32




---



##### Table of Contents



write-off
          Liquidity
    and Capital Resources
  Working
    Capital and Cash Flows
     33




---



##### Table of Contents



Financing
    Arrangements
        Liquidity
       34




---



##### Table of Contents



Stock
    Repurchase Program
      Off-Balance
    Sheet Arrangements
    Contractual
    Obligations
    Less Than








More ThanContractual Obligations(3)

Total


1 year


1-3 Years


3-5 Years


5 YearsDebt(1)

$
88.4


$
0.6


$
87.8


$
0.0


$
0.0Estimated interest on debt(2)


32.8



8.7



24.1



0.0



0.0Open purchase orders


16.5



16.5



0.0



0.0



0.0Operating leases


5.7



1.7



3.1



0.3



0.6Total contractual cash obligations

$
143.4


$
27.5


$
115.0


$
0.3


$
0.6     (1)
    
    Debt obligations are exclusive of interest.(2)
    
    Interest was estimated using the debt balance outstanding at
    December 31, 2008 and the interest rates in effect on
    December 31, 2008.(3)
    
    Deferred compensation of $2.4 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 $4.9 million was excluded from the contractual
    obligations table, as the timing of the payments is uncertain. 35




---



##### Table of Contents



Critical
    Accounting Policies
    Revenue
    Recognition
      Accounts
    Receivable
    Inventories
  first-in,
  Long-Lived
    Assets, Intangible Assets and Goodwill
   36




---



##### Table of Contents



Stock-based
    Compensation
  Share-Based
    Payment
  Income
    Taxes
    Accounting for Uncertainty in Income Taxes  an
    interpretation of FASB Statement No. 109
  Recently
    Issued Accounting Standards
  Business Combinations
 37




---



##### Table of Contents



SFAS No. 157-2, Fair Value Measurements SFAS No. 157-2 SFAS No. 157-2. SFAS No. 157-2.
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  The
    Hierarchy of Generally Accepted Accounting Principles The Meaning of Present Fairly in Conformity
    with Generally Accepted Accounting Principles
  Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk.    Interest
    Rate Risk
    Foreign
    Currency Risk
       38




---



##### Table of Contents



Commodity
    Price Risk
  5 16
       39




---



##### 



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


41Balance Sheets as of December 31, 2008 and
    2007


42Statements of Operations for the Years Ended
    December 31, 2008, 2007 and 2006


43Statements of Stockholders Equity for the
    Years Ended December 31, 2008, 2007 and 2006


44Statements of Cash Flows for the Years Ended
    December 31, 2008, 2007 and 2006


45Notes to Consolidated Financial Statements


46Consolidated Financial Statement Schedule


69   40




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM              Internal Control  Integrated Framework
   
    41




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  CONSOLIDATED
    BALANCE SHEETS
 December 31,
    2008 and 2007
  2008


2007(In thousands, except share data)ASSETSCurrent assets:Cash and cash equivalents

$
7,372


$
3,991Accounts receivable, less allowances of $2,979 and $1,282


66,404



93,456Refundable income taxes


6,632



3,283Inventories


62,602



57,346Prepaid expenses and other


7,526



6,446Deferred income taxes


11,258



11,782Total current assets


161,794



176,304Property, plant and equipment, net


112,950



107,354Goodwill


62,133



61,560Identifiable intangibles, net


26,168



16,488Deferred financing costs, net


1,768



2,321Restricted cash


1,387



1,486Other assets


3,899



3,624Total assets

$
370,099


$
369,137LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current maturities of long-term debt

$
595


$
1,126Accounts payable


22,254



28,705Accrued and other liabilities


10,971



8,757Accrued workers compensation costs


7,596



5,775Accrued payroll and payroll related items


7,472



10,701Customers deposits


13,348



12,445Accrued interest


1,723



1,791Dividend payable


12,010



Total current liabilities


75,969



69,300Long-term debt, less current maturities


87,792



92,022Other long-term liabilities


8,452



8,006Deferred income taxes


16,282



12,957Total liabilities


188,495



182,285Commitments and contingencies (Note 13)Stockholders equity:Common stock, $.01 par value, 20,000,000 shares
    authorized, 10,130,202 and 10,055,002 issued


102



101Contributed capital


187,061



185,076(Accumulated deficit)/retained earnings


(4,515
)


966Treasury stock at cost, 144,000 shares at December 31,
    2008 and 2007


(3,036
)


(3,036
)Accumulated other comprehensive income


1,992



3,745Total stockholders equity


181,604



186,852Total liabilities and stockholders equity

$
370,099


$
369,137    42




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
 Years
    Ended December 31, 2008, 2007 and 2006
  2008


2007


2006(In thousands, except share data)Net sales

$
736,402


$
730,805


$
748,925Operating expenses:Cost of goods sold, exclusive of depreciation and amortization
    expense shown below


650,766



636,262



661,182Selling, general and administrative expenses


44,942



44,537



44,883Depreciation


15,665



13,693



10,838Amortization


2,876



3,007



3,164(Gain)/loss on sale of property, plant and equipment


26



(449
)


24Operating income


22,127



33,755



28,834Other income/(expense):Interest


(10,095
)


(9,919
)


(13,491
)Amortization of deferred financing costs


(638
)


(634
)


(1,151
)Other income, net


126



(43
)


96Income from continuing operations before income tax provision


11,520



23,159



14,288Income tax provision


5,036



7,954



4,401Income from continuing operations


6,484



15,205



9,887Income from discontinued operations, net of income tax
    (provision)/benefit of ($25), $749 and $137 respectively


45



656



121Net income

$
6,529


$
15,861


$
10,008Basic net income per share:Income from continuing operations

$
0.66


$
1.52


$
0.99Income from discontinued operations






0.07



0.01Net income

$
0.66


$
1.59


$
1.00Diluted net income per share:Income from continuing operations

$
0.64


$
1.49


$
0.99Income from discontinued operations






0.06



0.01Net income

$
0.64


$
1.55


$
1.00Weighted-average basic shares outstanding


9,956,495



9,983,015



10,000,002Weighted-average diluted shares outstanding


10,224,575



10,200,393



10,003,973    43




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
 Years
    Ended December 31, 2008, 2007 and 2006
  (Accumulated Deficit)/





Accumulated OtherCommon


Contributed


Retained


Treasury


ComprehensiveStock


Capital


Earnings


Stock


Income/(Loss)


Total(In thousands)Balance January 1, 2006

$
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



186,852Comprehensive incomeNet income










6,529











6,529Foreign currency translation adjustment


















(1,753
)


(1,753
)Total comprehensive income






















4,776Issuance of common stock


1



1,115















1,116Dividend on common stock










(12,010
)










(12,010
)Stock-based compensation






870















870Balance December 31, 2008

$
102


$
187,061


$
(4,515
)

$
(3,036
)

$
1,992


$
181,604    44




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS

Years Ended December 31, 2008, 2007 and 2006 2008


2007


2006(In thousands)Cash flows provided by operating activities:Net income

$
6,529


$
15,861


$
10,008Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation


15,665



13,693



11,684Amortization


2,876



3,007



3,495Amortization of deferred financing costs


638



634



1,151Accounts receivable allowances provision/(benefit)


1,743



(251
)


1,024Stock based compensation expense


870



2,770



5,966Gain on sale of business










(787
)Loss/(gain) on sale of property, plant and equipment


26



(699
)


(526
)Deferred income taxes


4,408



5,028



2,414Change in operating assets and liabilities, net of acquisition
    and divestitures:Accounts receivable


37,951



6,609



4,213Inventories


5,426



2,332



8,667Prepaid expenses and other assets


(1,646
)


(1,424
)


(1,290
)Accounts payable


(10,516
)


(2,678
)


(2,115
)Accrued and other liabilities and workers compensation
    costs


3,131



30



342Accrued payroll and payroll related items


(3,090
)


89



1,968Customers deposits


(253
)


359



(964
)Accrued interest


(68
)


(56
)


9Accrued/refundable income taxes


(3,341
)


(4,329
)


759Other long-term liabilities


467



326



2Net cash provided by operating activities


60,816



41,301



46,020Cash flows used in investing activities:Capital expenditures


(12,945
)


(18,371
)


(11,879
)Proceeds from sale of property, plant and equipment


236



3,070



1,758Restricted cash


99



73



363Proceeds from sale of business










36,959Acquisition of Hamilton Products, net of $293 cash received


(9,137
)






Acquisition of Global Wire, net of $3 cash received


(31,969
)






Acquisition 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


(53,716
)


(18,228
)


(24,942
)Cash flows used in financing activities:Borrowings under long-term obligations


342,450



367,071



453,583Repayment under long-term obligations


(347,353
)


(387,478
)


(475,444
)Proceeds from issuance of common stock


1,116



741



Repurchase of common stock






(3,036
)


Financing fees


(85
)






(1,649
)Net cash used in financing activities


(3,872
)


(22,702
)


(23,510
)Effects of exchange rate changes on cash and cash equivalents


153



305



325Net change in cash and cash equivalents


3,381



676



(2,107
)Cash and cash equivalents at beginning of the year


3,991



3,315



5,422Cash and cash equivalents at end of the year

$
7,372


$
3,991


$
3,315Supplemental disclosure of cash flow information:Interest paid, net of capitalized interest of $0, $442 and $0

$
10,163


$
9,975


$
14,377Income taxes paid, net of refunds

$
3,568


$
5,961


$
738Supplemental disclosure of non-cash investing and financing
    activities:Amount included in accounts payable and other for acquisition
    and capital expenditures

$
1,137


$
777


$
3,185Dividend payable on common stock and stock options

$
12,010


$



$
    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
      Shipping
    and Handling Fees and Costs
    Cash and
    Cash Equivalents
   46




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Restricted
    Cash
    Concentrations
    of Credit Risk
    Inventories
  last-in, first-in,
  Property,
    Plant and Equipment
    Goodwill
  Goodwill and Other
    Intangible Assets ,
 47




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Identifiable
    Intangibles
  3-20 years
  Impairment
    of Long-lived Assets
  Accounting for the
    Impairment or Disposal of Long-Lived Assets
  Deferred
    Financing Costs
    Stock-based
    Compensation
  Share-Based
    Payment
 48




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Year Ended December 31,2008


2007


2006Stock Options and Awards:Expected life  employees


6 years



6 years



6 yearsExpected life  non-employee directors


5.5 years



5.5 years



6 yearsExpected volatility


50.0
%


50.0
%


58.0
%Dividend yield


0
%


0
%


0
%Risk-free interest rate


3.0
%


4.2
%


4.9
%     Income
    Taxes
    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
 49




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##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Net
    Income Per Share
  Earnings per Share
  For the Year Ended December 31,2008


2007


2006Weighted-average shares outstanding-basic


9,956,495



9,983,015



10,000,002Dilutive effect of stock options


268,080



217,378



3,971Weighted-average shares outstanding  dilutive


10,224,575



10,200,393



10,003,973     Significant
    Customers
    Concentration
    of Copper Suppliers
    Segment
    Information
    Other
    Comprehensive Income
  Reporting Comprehensive Income,
 50




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Recently
    Issued Accounting Standards
  Business Combinations
  SFAS No. 157-2, Fair Value Measurements SFAS No. 157-2 SFAS No. 157-2. SFAS No. 157-2.
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  The
    Hierarchy of Generally Accepted Accounting Principles The Meaning of Present Fairly in Conformity
    with Generally Accepted Accounting Principles
  3.
    Acquisitions     51




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##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Purchase of assets and operations

$
9,250Working capital adjustment


(61
)Fees and costs


241$
9,430     Current assets

$
2,851Property, plant and equipment


1,987Identifiable intangibles


4,200Goodwill


784Current liabilities


(392
)$
9,430   Business
    Combinations
        Purchase of assets and operations

$
32,000Working capital adjustment


(1,176
)Fees and costs


1,303$
32,127  52




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##### Table of Contents



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

$
23,719Property, plant and equipment


7,025Identifiable intangibles


7,253Current liabilities


(5,870
)$
32,127   Business
    Combinations
        Pro FormaFor the Year Ended December 31,2008


2007(Unaudited)Net sales

$
793,436


$
836,574Income from continuing operations


6,923



15,389Net income


6,968



16,045Basic net income per share


0.70



1.61Diluted net income per share


0.68



1.57    53




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##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    4.
    Inventories    2008


2007Raw materials

$
22,034


$
16,712Work-in-process


13,402



11,198Finished goods


27,166



29,436Total inventories

$
62,602


$
57,346   last-in, first-in,
  5.
    Property,
    Plant and Equipment    2008


2007Land

$
5,356


$
5,152Building and improvements


36,126



31,771Machinery and equipment


116,015



101,934Construction in progress


4,244



2,435161,741



141,292Less: accumulated depreciation


(48,791
)


(33,938
)$
112,950


$
107,354    54




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##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Goodwill
    and Intangible Assets    For the Year Ended December 31,2008


2007Balance, beginning of year

$
61,560


$
62,148Reduction of deferred income tax valuation allowance


(211
)


(588
)Purchase of Hamilton Products


784



Balance, end of year

$
62,133


$
61,560       2008


2007Accumulated





AccumulatedCost


Amortization


Cost


AmortizationCustomer contracts and relationships

$
20,510


$
3,171


$
9,534


$
2,035Trade names and trademarks


10,908



2,249



10,568



1,663Favorable leases


137



46



2,671



2,671Alloys


92



13



92



8Total identifiable intangible assets

$
31,647


$
5,479


$
22,865


$
6,377     2009

$
2,1002010


2,0092011


1,9522012


1,9522013


1,952Thereafter


16,203   7.
    Discontinued
    Operations   55




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##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    8.
    Related
    Party Transactions    9.
    Long-Term
    Debt    2008


2007Revolving Credit Facility

$
12,792


$
17,02210% Secured Senior Subordinated Notes


75,000



75,000Other


595



1,126Total long-term debt


88,387



93,148Less current maturities


595



1,126Long-term portion of long-term debt

$
87,792


$
92,022   Senior
    Revolving Credit Facility
       56




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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
        RedemptionPrice2008


102.50
%2009


101.25
%2010


100.00
%2011


100.00
%    57




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##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Other
    Debt
    Scheduled
    Maturities of Debt
    2009

$
5952010


2011


87,792Total

$
88,387   10.
    Income
    Taxes  Accounting for Income Taxes
 58




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Year Ended December 31,2008


2007


2006CurrentFederal

$
(535
)

$
928


$
859State


413



(345
)


198Foreign


750



1,256



468628



1,839



1,525DeferredFederal


3,705



5,904



2,826State


10



537



(109
)Foreign


693



(326
)


1594,408



6,115



2,876Income tax provision for continuing operations


5,036



7,954



4,401Tax provision (benefit) on discontinued operations


25



(749
)


(137
)Total income tax provision

$
5,061


$
7,205


$
4,264     For the Year Ended December 31,2008


2007


2006Domestic

$
7,685


$
19,647


$
12,472Foreign


3,835



3,512



1,816Income before income tax provision

$
11,520


$
23,159


$
14,288     For the Year Ended December 31,2008


2007


2006Federal income tax at statutory rate of 35%

$
4,032


$
8,106


$
5,001State income taxes, net of federal tax benefit


275



58



433Foreign rate differential


101



(299
)


(9
)Impact of foreign operations


(20
)


(328
)


(713
)State tax credits


(637
)


(790
)


(525
)Change in valuation allowance


1,117



2,043



Change in state effective rate on deferred income taxes


(480
)


(521
)


181Other


648



(315
)


33$
5,036


$
7,954


$
4,401  59




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##### Table of Contents



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


2007Deferred tax assets:Accounts receivable allowances

$
1,068


$
370Accrued liabilities not yet deductible


4,713



4,915Net operating loss carryforward


5,940



9,881Alternative minimum tax credit carryforward


1,521



1,876State tax credits


1,952



1,315Stock-based compensation


2,901



2,977Other


534



43118,629



21,765Valuation allowance


(3,162
)


(2,256
)15,467



19,509Deferred tax liabilities:Depreciation and amortization


20,240



19,737Inventories


251



94720,491



20,684Net deferred tax liability

$
(5,024
)

$
(1,175
)Net current deferred tax assets

$
11,258


$
11,782Net non-current deferred liabilities


(16,282
)


(12,957
)Total net deferred tax liability

$
(5,024
)

$
(1,175
)          60




---



##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Year Ended December 31,2008


2007Balance at beginning of year

$
4,369


$
4,260Increases related to current year tax positions


36



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 end of year

$
4,405


$
4,369         11.
    Retirement
    Benefits and Stock Option Plans       61




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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, 2008


1,124,400


$
15.49Granted


23,100


$
22.35Exercised


(75,200
)

$
14.47Outstanding at December 31, 2008


1,072,300


$
15.71



9.0


$
Vested or expected to vest at December 31, 2008


1,018,685


$
15.71



9.0


$
Exercisable at December 31, 2008


968,200


$
15.37



8.8


$
     (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


ContractualOutstanding


Exercise Prices


Life in Years


Options Exercisable936,100


$
15.00



7.3



899,10048,000


$
17.83



7.8



32,00042,000


$
21.86



8.7



14,00023,100


$
22.25



8.8



23,10023,100


$
22.35



9.8



1,072,300











968,200   12.
    Special
    Common Stock Dividend and Stock Repurchase Program     62




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##### Table of Contents



INTERNATIONAL
    WIRE GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  13.
    Commitments
    and Contingencies    2009

$
1,6802010


1,4582011


1,0602012


6272013


296Thereafter


611Total

$
5,732     14.
    Business
    Segment Information         63




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##### Table of Contents



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


HighProducts-


PerformanceBare Wire


Europe


Conductors


Corporate


Elimination


TotalNet SalesFor the year ended December 31, 2008

$
530,789


$
72,544


$
135,145


$



$
(2,076
)

$
736,402For 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
)


748,925Operating incomeFor the year ended December 31, 2008


9,169



4,808



9,022



(872
)






22,127For 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
)






28,834Income from continuing operations before income tax
    provisionFor the year ended December 31, 2008


9,169



4,940



9,022



(11,611
)






11,520For 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
)






14,288GoodwillAs of December 31, 2008


62,133



















62,133As of December 31, 2007


61,560



















61,560Total AssetsAs of December 31, 2008


235,688



41,463



70,861



25,509



(3,422
)


370,099As of December 31, 2007


240,145



43,979



64,309



25,508



(4,804
)


369,137Capital ExpendituresFor the year ended December 31, 2008


10,643



748



1,554











12,945For the year ended December 31, 2007


15,798



251



2,322











18,371For the year ended December 31, 2006


9,446



1,057



1,375



1







11,879Depreciation and AmortizationFor the year ended December 31, 2008


13,471



1,326



3,742



2







18,541For 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







14,002     For the Year Ended December 31,2008


2007


2006United States

$
656,511


$
657,512


$
681,549Europe


79,891



73,293



67,376Total

$
736,402


$
730,805


$
748,925  64




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##### Table of Contents



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


2007United States

$
103,623


$
96,618Europe


9,327



10,736Total

$
112,950


$
107,354   15.  Quarterly
    Financial Information (unaudited)
    20084th Qtr.


3rd Qtr.


2nd Qtr.


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

$
126,672


$
203,361


$
199,863


$
206,506Gross profit, exclusive of depreciation and amortization


5,346
(a)


24,044



26,887



29,359Operating income/(loss)


(10,017
)


7,827



10,893



13,424Income/(loss) from continuing operations


(8,620
)


2,438



5,551



7,115Income/(loss) from discontinued operations


(76
)


(4
)


6



119Net income/(loss)


(8,696
)


2,434



5,557



7,234Earnings/(loss) per shareBasic

$
(0.87
)

$
0.24


$
0.56


$
0.73Diluted

$
(0.85
)

$
0.24


$
0.54


$
0.71   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
(b)


23,541



23,850



23,365Operating income


7,889



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 shareBasic

$
0.25


$
0.51


$
0.43


$
0.40Diluted

$
0.24


$
0.50


$
0.42


$
0.40     (a)
    
    Includes $8,915 of LIFO cost of sales impact from declining
    copper prices, which includes the impact of including the Global
    Wire inventories in the Companys existing LIFO inventories.(b)
    
    Includes $979 of LIFO liquidation effect. 65




---



##### 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
   66




---



##### Table of Contents



Changes
    in Internal Control over Financial Reporting
    REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      Internal Control 
    Integrated Framework
       67




---



##### Table of Contents



Internal Control  Integrated Framework
     
      Item 9B.
    Other
    Information.   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance.      http://itwg.client.shareholder.com/conduct.cfm. Form 8-K.
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.   68




---



##### Table of Contents



Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.    Item 14.
    Principal
    Accountant Fees and Services.   PART IV  Item 15.
    Exhibits
    and Financial Statement Schedule.  Financial Statements.
 2. Financial Statement Schedule:  INTERNATIONAL
    WIRE GROUP, INC.
    SCHEDULE II  VALUATION AND QUALIFYING
    ACCOUNTS
  Collection ofAllowances  Deducted from

Balance at








PreviouslyAccounts Receivables in the

Beginning








Written


Balance atBalance Sheet

of Period


Provision


Write-Offs


off Accounts


End of PeriodYear ended December 31, 2008

$
1,282


$
1,743


$
(46
)

$



$
2,979Year ended December 31, 2007

$
1,738


$
(251
)

$
(205
)

$



$
1,282Year ended December 31, 2006

$
3,036


$
1,024


$
(2,322
)

$



$
1,738  69




---



##### 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).2.4

Asset Purchase Agreement, dated June 3, 2008, between
    International Wire Group, Inc., a Delaware corporation, Global
    Wire Inc., a Delaware corporation, Montgomery Wire Corporation,
    a Delaware corporation, Wyre Wynd Corporation, a Delaware
    corporation, Negev Wire Trading Inc., a Delaware corporation,
    and Global Wire Ltd., an Israeli corporation (filed as Exhibit
    2.1 to the Companys Current Report on Form 8-K filed June
    4, 2008 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

Third Amended and Restated Employment Agreement, dated April 25,
    2008, by and among Glenn J. Holler, International Wire Group,
    Inc. and certain subsidiaries of International Wire Group, Inc.
    (filed as Exhibit 10.2 to the Companys Current Report on
    Form 8-K filed April 29, 2008, and incorporated herein by
    reference).* 70




---



##### Table of Contents



ExhibitNo.

Exhibit Description10.7

Third Amended and Restated Employment Agreement, dated April 25,
    2008, by and among Rodney D. Kent, International Wire Group,
    Inc. and certain subsidiaries of International Wire Group, Inc.
    (filed as Exhibit 10.1 to the Companys Current Report on
    Form 8-K filed April 29, 2008, and incorporated herein by
    reference).*10.8

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

Amended and Restated International Wire Group, Inc. 2006
    Management Stock Option Plan (filed as Exhibit 10.3 to the
    Companys Current Report on Form 8-K filed April 29, 2008,
    and incorporated herein by reference).*10.14

Amended and Restated International Wire Group, Inc. 2006 Stock
    Option Plan for Nonemployee Directors (filed as Exhibit 10.4 to
    the Companys Current Report on Form 8-K filed April 29,
    2008, 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).* 71




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##### Table of Contents



ExhibitNo.

Exhibit Description10.22

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).10.23

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).10.24

Consent to Dividends and Capital Stock Repurchases, dated
    December 19, 2008, by and among IWG, its domestic subsidiaries
    and Wachovia Capital Finance Corporation (Central), formerly
    known as Congress Financial Corporation (Central), acting on
    behalf of the required lenders  (filed as Exhibit 10.1 to the
    Companys Current Report on Form 8-K filed December 19,
    2008, and incorporated herein by reference).21.1

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

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 ,
    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, 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. 72




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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  73




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EXHIBIT INDEX
  ExhibitNo.

Exhibit Description2
.1

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

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

Amendment No. 1 to Stock Purchase Agreement, dated March 31,
    2006, between Phelps Dodge Corporation, a New York corporation,
    and International Wire Group, Inc., a Delaware corporation
    (filed as Exhibit 2.1 to the Companys Current Report on
    Form 8-K filed April 4, 2006 and incorporated herein by
    reference).2
.4

Asset Purchase Agreement, dated June 3, 2008, between
    International Wire Group, Inc., a Delaware corporation, Global
    Wire Inc., a Delaware corporation, Montgomery Wire Corporation,
    a Delaware corporation, Wyre Wynd Corporation, a Delaware
    corporation, Negev Wire Trading Inc., a Delaware corporation,
    and Global Wire Ltd., an Israeli corporation (filed as Exhibit
    2.1 to the Companys Current Report on Form 8-K filed June
    4, 2008 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

Third Amended and Restated Employment Agreement, dated April 25,
    2008, by and among Glenn J. Holler, International Wire Group,
    Inc. and certain subsidiaries of International Wire Group, Inc.
    (filed as Exhibit 10.2 to the Companys Current Report on
    Form 8-K filed April 29, 2008, and incorporated herein by
    reference).* 74




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##### Table of Contents



ExhibitNo.

Exhibit Description10
.7

Third Amended and Restated Employment Agreement, dated April 25,
    2008, by and among Rodney D. Kent, International Wire Group,
    Inc. and certain subsidiaries of International Wire Group, Inc.
    (filed as Exhibit 10.1 to the Companys Current Report on
    Form 8-K filed April 29, 2008, and incorporated herein by
    reference).*10
.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

Amended and Restated International Wire Group, Inc. 2006
    Management Stock Option Plan (filed as Exhibit 10.3 to the
    Companys Current Report on Form 8-K filed April 29, 2008,
    and incorporated herein by reference).*10
.14

Amended and Restated International Wire Group, Inc. 2006 Stock
    Option Plan for Nonemployee Directors (filed as Exhibit 10.4 to
    the Companys Current Report on Form 8-K filed April 29,
    2008, 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).* 75




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##### Table of Contents



ExhibitNo.

Exhibit Description10
.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).10
.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).10
.24

Consent to Dividends and Capital Stock Repurchases, dated
    December 19, 2008, by and among IWG, its domestic subsidiaries
    and Wachovia Capital Finance Corporation (Central), formerly
    known as Congress Financial Corporation (Central), acting on
    behalf of the required lenders  (filed as Exhibit 10.1 to the
    Companys Current Report on Form 8-K filed December 19,
    2008, and incorporated herein by reference).21
.1

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

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, 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, 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. 76