UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

|(Mark One)                                                    |                                                                                         
|------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|ý                                                             | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|For the Quarterly Period Ended March 31, 2005                
|or                                                           
|o                                                             | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period
from                             to

Commission file number 0-50514

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SUPERIOR ESSEX INC.(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction of incorporation or organization)                |  | 20-0282396(I.R.S. Employer Identification No.)
|------------------------------------------------------------------------------------- |  | ----------------------------------------------
|150 Interstate North Parkway Atlanta, Georgia(Address of principal executive offices) |  | 30339(Zip code)                               
|770-657-6000Registrant's telephone number, including area code                       

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Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act). Yes ý    No o

As of May 4, 2005, the registrant had 17,118,363 shares of common stock, $0.01 par value, outstanding.



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PART I. FINANCIAL INFORMATION

In this Quarterly Report on Form 10-Q, the following terms have the meanings indicated below:



1

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Forward-Looking Statements

This report contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These forward-looking statements are based on current expectations, estimates and forecasts about us, our future performance, the industries in which we operate and our
liquidity. In addition, other written and oral statements that constitute forward-looking statements may be made by us or on our behalf. Such forward-looking statements include statements regarding
expected financial results and other planned events, including, but not limited to, anticipated liquidity and capital expenditures. Words such as "anticipate," "assume," "believe," "estimate,"
"expect," "intend," "plan," "seek," "target," "goal," variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of
future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual future events or results may differ materially from these statements. These
risks and uncertainties include the impact of the following:



Forward-looking
statements should be considered in light of various important factors, including those set forth elsewhere in this report and our other filings with the SEC. Moreover, we
caution you not to place undue reliance on these forward-looking statements, which speak only as of the date they were made. We do not undertake any obligation to publicly release any revisions to
these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events. All subsequent forward-looking statements
attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this report and in our other SEC filings.

2

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ITEM 1. FINANCIAL STATEMENTS

SUPERIOR ESSEX INC. AND SUBSIDIARIES        CONSOLIDATED BALANCE SHEETS        (in thousands, except share data)        (unaudited)

|                                                           |                                                                                                                                                           | March 31,
2005                             |         | December 31,
2004 |        
|---------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------- | ----------------- | -------
|ASSETS                                                     |                                                                                                                                                           |                                            |         |                   |        
|Current assets:                                            |                                                                                                                                                           |                                            |         |                   |        
|                                                           | Cash and cash equivalents                                                                                                                                 |                                            | $       | 2,040             |        
|                                                           | Accounts receivable (less allowance for doubtful accounts of $1,646 and $1,800 at March 31, 2005 and December 31, 2004, respectively)                     |                                            |         | 182,225           |        
|                                                           | Inventories, net                                                                                                                                          |                                            |         | 188,576           |        
|                                                           | Other current assets                                                                                                                                      |                                            |         | 21,236            |        
|                                                           |                                                                                                                                                           |                                            |         |                   |        
|                                                           |                                                                                                                                                           | Total current assets                       |         |                   | 394,077
|Property, plant and equipment, net                         |                                                                                                                                                           |                                            | 234,722 |                   |        
|Intangible and other long-term assets, net                 |                                                                                                                                                           |                                            | 42,176  |                   |        
|                                                           |                                                                                                                                                           |                                            |         |                   |        
|                                                           |                                                                                                                                                           | Total assets                               |         | $                 | 670,975
|                                                           |                                                                                                                                                           |                                            |         |                   |        
|LIABILITIES AND STOCKHOLDERS' EQUITY                       |                                                                                                                                                           |                                            |         |                   |        
|Current liabilities:                                       |                                                                                                                                                           |                                            |         |                   |        
|                                                           | Short-term borrowings                                                                                                                                     |                                            | $       | 52,802            |        
|                                                           | Accounts payable                                                                                                                                          |                                            |         | 82,814            |        
|                                                           | Accrued expenses                                                                                                                                          |                                            |         | 44,446            |        
|                                                           |                                                                                                                                                           |                                            |         |                   |        
|                                                           |                                                                                                                                                           | Total current liabilities                  |         |                   | 180,062
|Long-term debt                                             |                                                                                                                                                           |                                            | 262,604 |                   |        
|Other long-term liabilities, primarily pension obligations |                                                                                                                                                           |                                            | 43,013  |                   |        
|                                                           |                                                                                                                                                           |                                            |         |                   |        
|                                                           |                                                                                                                                                           | Total liabilities                          |         |                   | 485,679
|Stockholders' equity:                                      |                                                                                                                                                           |                                            |         |                   |        
|                                                           | Preferred stock, $.01 par value; 7,000,000 shares authorized, none issued or outstanding                                                                  |                                            |         |                  |        
|                                                           | Common stock, $.01 par value; 33,000,000 shares authorized; 17,103,133 and 17,048,694 shares issued at March 31, 2005 and December 31, 2004, respectively |                                            |         | 171               |        
|                                                           | Capital in excess of par value                                                                                                                            |                                            |         | 172,017           |        
|                                                           | Accumulated other comprehensive income                                                                                                                    |                                            |         | 17                |        
|                                                           | Retained earnings                                                                                                                                         |                                            |         | 18,026            |        
|                                                           | Equity-based unearned compensation                                                                                                                        |                                            |         | (4,503            | )      
|                                                           | Treasury stock, at cost (26,770 shares at March 31, 2005 and December 31, 2004)                                                                           |                                            |         | (432              | )      
|                                                           |                                                                                                                                                           |                                            |         |                   |        
|                                                           |                                                                                                                                                           | Total stockholders' equity                 |         |                   | 185,296
|                                                           |                                                                                                                                                           |                                            |         |                   |        
|                                                           |                                                                                                                                                           | Total liabilities and stockholders' equity |         | $                 | 670,975
|                                                           |                                                                                                                                                           |                                            |         |                   |        

The
accompanying notes are an integral part of these consolidated financial statements

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SUPERIOR ESSEX INC. AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF OPERATIONS        (in thousands, except share data)        (unaudited)

|                                             |                            | Three Months Ended March 31, |        
|-------------------------------------------- | -------------------------- | ---------------------------- | -------
|
|Net sales                                    |                            | $                            | 403,288
|Cost of goods sold                           |                            |                              | 361,367
|                                             |                            |                              |        
|                                             | Gross profit               |                              |        
|Selling, general and administrative expenses |                            |                              | (25,473
|Restructuring and other charges              |                            |                              | (452   
|Asset impairment charge (note 4)             |                            |                              | (2,306 
|Gain on sale of product line (note 5)        |                            |                              | 10,355 
|                                             |                            |                              |        
|                                             | Operating income           |                              |        
|Interest expense                             |                            |                              | (7,073 
|Other income (expense), net                  |                            |                              | 115    
|                                             |                            |                              |        
|                                             | Income before income taxes |                              |        
|Income tax expense                           |                            |                              | (7,106 
|                                             |                            |                              |        
|                                             |                            | Net income                   |        
|                                             |                            |                              |        
|Net income per share of common stock:        |                            |                              |        
|                                             | Basic                      |                              | $      
|                                             | Diluted                    |                              | $      
|                                             |                            |                              |        
|Weighted average shares outstanding:         |                            |                              |        
|                                             | Basic                      |                              |        
|                                             | Diluted                    |                              |        
|                                             |                            |                              |        

The
accompanying notes are an integral part of these consolidated financial statements

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SUPERIOR ESSEX INC. AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF CASH FLOWS        (in thousands)        (unaudited)

|                                                                     |                                                      | Three Months Ended March 31,                                                   |                                                      
|-------------------------------------------------------------------- | ---------------------------------------------------- | ------------------------------------------------------------------------------ | -----------------------------------------------------
|
|Cash flows from operating activities:                                |                                                      |                                                                                |                                                      
|                                                                     | Net income                                           |                                                                                | $                                                    
|                                                                     |                                                      | Adjustments to reconcile net income to net cash used for operating activities: |                                                      
|                                                                     |                                                      |                                                                                | Depreciation and amortization                        
|                                                                     |                                                      |                                                                                | Amortization of deferred financing costs and discount
|                                                                     |                                                      |                                                                                | Asset impairment charges (note 4)                    
|                                                                     |                                                      |                                                                                | Gain on sale of product line (note 5)                
|                                                                     |                                                      |                                                                                | Change in operating assets and liabilities:          
|                                                                     |                                                      |                                                                                |                                                      
|                                                                     |                                                      |                                                                                |                                                      
|                                                                     |                                                      |                                                                                |                                                      
|                                                                     |                                                      |                                                                                |                                                      
|                                                                     |                                                      |                                                                                | Other, net                                           
|                                                                     |                                                      |                                                                                |                                                      
|Cash flows used for operating activities before reorganization items |                                                      |                                                                                | (37,206                                              
|Reorganization items paid, net                                       |                                                      |                                                                                |                                                     
|                                                                     |                                                      |                                                                                |                                                      
|Cash flows used for operating activities                             |                                                      |                                                                                | (37,206                                              
|                                                                     |                                                      |                                                                                |                                                      
|Cash flows from investing activities:                                |                                                      |                                                                                |                                                      
|                                                                     | Capital expenditures                                 |                                                                                |                                                      
|                                                                     | Belden asset acquisition contingent payment (note 5) |                                                                                |                                                      
|                                                                     | Proceeds from sale of product line (note 5)          |                                                                                |                                                      
|                                                                     | Other                                                |                                                                                |                                                      
|                                                                     |                                                      |                                                                                |                                                      
|Cash flows used for investing activities                             |                                                      |                                                                                | (1,584                                               
|                                                                     |                                                      |                                                                                |                                                      
|Cash flows from financing activities:                                |                                                      |                                                                                |                                                      
|                                                                     | Short-term borrowings, net                           |                                                                                |                                                      
|                                                                     | Proceeds from exercise of stock options              |                                                                                |                                                      
|                                                                     |                                                      |                                                                                |                                                      
|Cash flows provided by financing activities                          |                                                      |                                                                                | 22,577                                               
|                                                                     |                                                      |                                                                                |                                                      
|Effect of exchange rate changes on cash                              |                                                      |                                                                                | (59                                                  
|                                                                     |                                                      |                                                                                |                                                      
|Net decrease in cash and cash equivalents                            |                                                      |                                                                                | (16,272                                              
|Cash and cash equivalents at beginning of period                     |                                                      |                                                                                | 18,312                                               
|                                                                     |                                                      |                                                                                |                                                      
|Cash and cash equivalents at end of period                           |                                                      | $                                                                              | 2,040                                                
|                                                                     |                                                      |                                                                                |                                                      
|Supplemental disclosures:                                            |                                                      |                                                                                |                                                      
|                                                                     | Cash paid for interest                               |                                                                                | $                                                    
|                                                                     | Cash paid for income taxes, net                      |                                                                                | $                                                    
|                                                                     |                                                      |                                                                                |                                                      

The
accompanying notes are an integral part of these consolidated financial statements

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SUPERIOR ESSEX INC. AND SUBSIDIARIES    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS    March 31, 2005    (unaudited)

1.     General



The accompanying unaudited consolidated financial statements have been prepared in accordance with the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, and, therefore, do not include all disclosures required by accounting principles generally accepted in the United States for complete financial statements.
However, in the opinion of management, these statements reflect all adjustments (which consist only of normal recurring accruals) necessary for a fair presentation of the results of operations for the
relevant periods. Results for the three months ended March 31, 2005 are not necessarily indicative of the results to be expected for the entire fiscal year. These financial statements should be
read in conjunction with the audited consolidated financial statements and notes thereto included in Superior Essex Inc.'s Annual Report on Form 10-K for the year ended
December 31, 2004.

The
Company is a manufacturer and supplier of communications wire and cable products to telephone companies, CATV companies, distributors and systems integrators, and magnet wire and
insulation materials to major original equipment manufacturers, or OEMs, and, through its distribution operations, to small OEMs and the motor maintenance, repair and overhaul industry. The
Company
also converts copper cathode to copper rod for sale to other wire and cable manufacturers. The Company operates manufacturing and distribution facilities in the United States, the United Kingdom and
Mexico.



The Company applies the intrinsic-value based method of accounting prescribed by Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock
Issued to Employees, and related interpretations including FASB Interpretation No. 44,Accounting
for Certain Transactions involving Stock Compensation, an interpretation of APB Opinion No. 25, issued in March 2000, to account for stock-based compensation
plans. Under this method, compensation expense is recorded only if the current market price of the underlying stock on the date of grant exceeded the exercise price. Compensation expense attributable
to fixed awards is recognized on a straight-line basis over the related vesting period. SFAS No. 123,Accounting for Stock-Based
Compensation, established accounting and disclosure requirements using a fair-value based method of accounting for stock-based employee compensation plans. As
allowed by SFAS No. 123, the Company elected to continue to apply the intrinsic-value based method of accounting described above, and adopted only the disclosure

6

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requirements
of SFAS No. 123. The following table illustrates the effect on net income if the fair-value based method had been applied to all outstanding awards in each period.

|                                                                                                                           |              | Three Months Ended March 31, |      
|-------------------------------------------------------------------------------------------------------------------------- | ------------ | ---------------------------- | -----
|
|Net income, as reported                                                                                                    |              | $                            | 9,981
|Add stock-based employee compensation expense included in reported net income, net of tax                                  |              |                              | 379  
|Deduct total stock-based employee compensation expense determined under fair-value based method for all awards, net of tax |              |                              | (492 
|                                                                                                                           |              |                              |      
|Pro forma net income                                                                                                       |              | $                            | 9,868
|                                                                                                                           |              |                              |      
|Net income per share:                                                                                                      |              |                              |      
|                                                                                                                           | As reported: |                              |      
|                                                                                                                           |              | Basic                        |      
|                                                                                                                           |              | Diluted                      |      
|                                                                                                                           | Pro forma:   |                              |      
|                                                                                                                           |              | Basic                        |      
|                                                                                                                           |              | Diluted                      |      

The
effects of applying SFAS No. 123 in the pro forma disclosure are not necessarily indicative of future amounts, since the estimated fair value of stock options is amortized to
expense over the vesting period and additional options may be granted in future years.

The
following table summarizes stock option activity for the three months ended March 31, 2005:

|                                 |           | Shares  |         | Weighted
Average
Exercise Price
|-------------------------------- | --------- | ------- | ------- | -------------------------------
|Outstanding at December 31, 2004 |           | 888,750 |         | $                              
|                                 | Granted   |         |        |                                
|                                 | Exercised |         | (54,450 | )                              
|                                 |           |         |         |                                
|Outstanding at March 31, 2005    |           | 834,300 |         |                                
|                                 |           |         |         |                                



In December 2004, the FASB issued Statement 123 (revised 2004),"Share-Based Payment",a revision of
Statement 123,"Accounting for Stock Based Compensation."Statement 123(R) supercedes APB Opinion No. 25 and requires all entities to recognize
compensation expense in an amount equal to the fair value of share-based payments (e.g. stock options and restricted stock awards) granted to employees. Statement 123(R) is effective for fiscal years
beginning after June 15, 2005. The Company intends to apply the standard on a modified prospective method. Under this method, all awards granted after the date of adoption must be accounted for
under the provisions of Statement 123(R). In addition, compensation expense must be recognized for the unvested portion of previously granted awards and options that remain outstanding at the date of
adoption. The Company will adopt Statement 123(R) effective January 1, 2006.

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2.     Inventories, net

At March 31, 2005 and December 31, 2004, the components of inventories were as follows:

March 31,
2005

December 31, 2004(in thousands)Raw materials

$
25,084

$
16,034Work in process


35,735


31,509Finished goods


153,355


135,489214,174


183,032LIFO reserve


(25,598
)

(22,163
)$
188,576

$
160,869


Inventories
valued using the LIFO method amounted to $90.8 million and $78.8 million at March 31, 2005 and December 31, 2004, respectively.

3.     Comprehensive income

The components of comprehensive income for the three months ended March 31, 2005 and 2004 were as follows:

2005

2004(in thousands)Net income

$
9,981

$
1,354Foreign currency translation adjustment


(274
)

489Change in unrealized gains on derivatives, net of deferred income tax of $89 and $950 for the three months ended March 31, 2005 and 2004, respectively


149


1,492Other


47


62Comprehensive income

$
9,903

$
3,397


The
components of accumulated other comprehensive income at March 31, 2005 and December 31, 2004 were as follows:

March 31, 2005

December 31, 2004(in thousands)Foreign currency translation adjustment

$
2,054

$
2,328Unrealized gain on derivatives, net of deferred tax of $1,333 and $1,244 at March 31, 2005 and December 31, 2004, respectively


2,090


1,941Additional minimum pension liability, net of deferred tax of $2,679 at March 31, 2005 and December 31, 2004


(4,190
)

(4,190
)Other


63


16$
17

$
95


4.     Restructuring and other charges and asset impairments

During the three months ended March 31, 2005 the Company recorded an impairment charge of $2.3 million related to property, plant and equipment of
the Company's U.K. subsidiary. The Company evaluated the long-lived assets of its U.K. subsidiary for impairment as of March 31, 2005 after consideration of the continued
deterioration in the European magnet wire market in the first quarter of

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2005,
the loss of a major customer in 2005 and negotiated reductions in the value ascribed to the U.K. net assets in connection with the proposed Nexans transaction (see Note 10). The
impairment test was based on probability weighted estimated cash flows associated with such assets. The fair value of the assets was based on appraised value determined primarily by comparison to
prices for similar assets. The U.K. operation is included in the magnet wire and distribution segment.

Restructuring
and other charges for the three months ended March 31, 2005 consisted of $0.4 million of facility exit costs related to closure of an insulation manufacturing
facility in Athens, Georgia and $0.1 million of professional fees related to the implementation of Superior TeleCom's plan of reorganization. The facility exit costs primarily consisted of
future lease payments net of estimated sublease rentals. Restructuring and other charges for the three months ended March 31, 2004 were $1.1 million consisting primarily of professional
fees related to implementation of the plan of reorganization and employee retention and severance payments under plans established by Superior TeleCom in connection with its bankruptcy proceedings.

5.     Asset acquisitions and dispositions



On June 1, 2004, Superior Essex Communications acquired certain assets from operating subsidiaries of Belden Inc. ("Belden") related to their North
American copper outside plant ("OSP") communications wire and cable business (the "Belden Asset Acquisition"). Under the terms of the asset purchase agreement, Superior Essex Communications acquired
certain inventories, selected machinery and equipment and certain customer contracts related to a portion of Belden's communications business for total consideration of $83.1 million including
a payment of $10 million which was made in March 2005. The equipment acquired from Belden is being deployed in the communications cable segment. Belden retained its manufacturing
facilities and employees together with all of the associated liabilities, including, among others, accounts payable, any employee-related obligations, plant shutdown costs and environmental
obligations.



On September 7, 2004, Essex Group acquired certain assets from Nexans Magnet Wire USA Inc., a wholly-owned subsidiary of Nexans S.A. Company. Under
the terms of the purchase agreement, Essex Group acquired substantially all inventory associated with Nexans' U.S. magnet wire operations and assumed certain U.S. customer contractual arrangements.
The Company used the assets acquired in its magnet wire and distribution business. The total purchase price for the acquisition was $11.6 million.



On March 4, 2005, the Company sold accounts receivable and inventory totaling approximately $1.2 million together with related trademarks and
service names constituting the business conducted by the Company under the US Seal trade name for a net total purchase price of $11.6 million. A gain of $10.4 million was recognized on
the sale. Total sales with respect to the US Seal product line were approximately $5.2 million in 2004. In connection with the sale, the Company also signed a non-exclusive
distribution agreement to act as a distributor for certain of the US Seal products for a period of five years. The Company believes the expected revenues under the distribution agreement represent a
significant continuation of the direct cash flows of the disposed US Seal product line and accordingly, the disposition is not reported as a discontinued operation in accordance with SFAS
No. 144,Accounting for the Impairment and Disposal of Long-Lived Assetsand EITF Issue No. 03-13. The US Seal
product line is included in the magnet wire and distribution segment.

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6.     Debt

At March 31, 2005 and December 31, 2004, short-term borrowings and long-term debt consist of the following:

March 31, 2005

December 31, 2004(in thousands)Short-term borrowings:Senior secured revolving credit facility

$
52,802

$
30,000Other





785$
52,802

$
30,785Long-term debt:9% senior notes (net of discount of $6,496 and $6,656 at March 31, 2005 and December 31, 2004, respectively)

$
250,604

$
250,444Series A redeemable preferred stock


5,000


5,000Other


7,000


7,000Total long-term debt

$
262,604

$
262,444


On
March 11, 2005, the senior secured revolving credit facility was amended. The amendment, among other things, increased the amount of permitted consigned inventory from
$18 million to $30 million and limited the extent to which consigned inventory may be included in the determination of the borrowing base for revolving loans to the lesser of 20% of the
inventory formula amount or $30 million. The amendment also exempts up to $5 million of the total $30 million of permitted consigned inventory from the requirement for filing a
UCC financing statement. The amendment also modifies the manner of calculating the value of consigned inventory, eliminating the designation of FIFO as the only method of permitted valuation under
generally accepted accounting principles. Undrawn availability (after considering outstanding letters of credit of $4.4 million) at March 31, 2005 amounted to $117.8 million.

Under
the terms of the senior secured revolving credit facility, Superior Essex Communications and Essex Group Inc. may not declare or make any distributions to the Company except
for the payment of certain corporate expenses, income taxes and certain other specified costs. The indenture governing the 9% senior notes contains covenants which restrict the ability of the Company
and certain of its subsidiaries to, among other things: incur additional debt and issue preferred stock; make certain distributions, investments and other restricted payments; create certain liens;
enter into transactions with affiliates; and merge, consolidate or sell substantially all of the Company's assets.

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7.     Income per share

The computation of basic and diluted net income per share for the three months ended March 31, 2005 and 2004 is as follows:

|                                    |                         | 2005 |       | 2004
|----------------------------------- | ----------------------- | ---- | ----- | ----
|
|
|Basic net income per common share   |                         | $    | 9,981 |     
|                                    |                         |      |       |     
|Effect of dilutive securities       |                         |      |       |     
|                                    | Restricted stock awards |      |       |    
|                                    | Stock options           |      |       |    
|                                    |                         |      |       |     
|Diluted net income per common share |                         | $    | 9,981 |     
|                                    |                         |      |       |     

A
total of 868,421 and 1,019,717 anti-dilutive weighted average shares with respect to outstanding stock options, restricted stock awards and Superior Essex's warrant have
been excluded from the computation of diluted income per share for the three months ended March 31, 2005 and 2004, respectively.

8.     Employee benefits

The components of net periodic benefit cost of the Company's defined benefit pension plans for the three months ended March 31, 2005 and 2004 are presented
below.

2005

2004(in thousands)Components of net periodic benefit cost:Service cost

$
406

$
106Interest cost


1,627


1,568Expected return on plan assets


(1,591
)

(1,539
)Amortization of prior service costs


19


$
461

$
135


The
Company's cash contributions to the defined benefit plans amounted to $0.7 million and $2.4 million during the three months ended March 31, 2005 and 2004,
respectively. The Company expects to make additional cash contributions of $2.8 million for the remainder of 2005.

9.     Derivative financial instruments

The Company, to a limited extent, uses or has used forward fixed price contracts and derivative financial instruments to manage commodity price, interest rate and
foreign currency exchange risks. The Company does not hold or issue financial instruments for investment or trading purposes. The Company is exposed to credit risk in the event of nonperformance by
counterparties for foreign exchange forward contracts, metal forward price contracts and metals futures contracts but the Company does not anticipate nonperformance by any of these counterparties. The
amount of such exposure is generally limited to any unrealized gains within the underlying contracts.

Commodity price risk management

The costs of copper, the Company's most significant raw material, and aluminum have historically been subject to considerable volatility. To manage the risk
associated with such volatility, the Company enters into futures contracts to match the metal component of customer product pricing with the cost

11

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component
of the inventory shipped. These futures contracts have been designated as cash flow hedges with unrealized gains and losses recorded in other comprehensive income. Gains and losses are
reclassified into earnings, as a component of cost of goods sold, when the hedged sales transactions are reflected in the income statement. Hedge ineffectiveness, which is not significant, is
immediately recognized in earnings. The Company's commodities futures purchase contracts are summarized as follows at March 31, 2005:

Type

Notional Amount

Maturity Date

Weighted Average
Settlement Rate

Fair Value
Gain (Loss)(in thousands of pounds)





(in thousands)March 31, 2005:Copper

9,775

2005

$
1.46

$
3,007Copper

2,125

2006


1.36


416$
3,423


Interest rate risk management

In order to limit the Company's exposure to rising interest rates with respect to borrowings under its variable rate senior secured revolving credit facility, the
Company has entered into interest rate cap agreements. The following interest rate cap agreements were outstanding as of March 31, 2005:

|Type              |  | Notional Amount |        | Interest Rate |               | Cap Rate |      | Expiration Date |               | Fair Value
|----------------- |  | --------------- | ------ | ------------- | ------------- | -------- | ---- | --------------- | ------------- | ----------
|
|March 31, 2005:   |  |                 |        |               |               |          |      |                 |               |           
|Interest rate cap |  | $               | 30,000 |               | 30-day LIBOR  |          | 1.75 | %               | December 2005 |           
|Interest rate cap |  |                 | 15,000 |               | 30-day LIBOR  |          | 5.0  | %               | April 2005    |           
|Interest rate cap |  |                 | 12,500 |               | 3-month LIBOR |          | 7.0  | %               | May 2005      |           
|Interest rate cap |  |                 | 30,000 |               | 3-month LIBOR |          | 5.0  | %               | December 2005 |           

Foreign currency exchange risk management

The Company engages, to a limited extent, in the sale of products which result in accounts receivable denominated in foreign currencies. The Company enters into
foreign currency forward exchange contracts to hedge against fluctuations in the value of these receivables. Changes in the fair value of these contracts are reflected in current earnings. At
March 31, 2005, the Company had outstanding foreign currency forward exchange contracts to exchange 6.2 million Canadian dollars for $5.1 million in May 2005. The fair
value of the forward exchange contracts was insignificant at March 31, 2005.

10.   Commitments and contingencies

In February 2005 the Company executed a non-binding memorandum of understanding ("MOU") with Nexans regarding potential transactions involving
Nexans' magnet wire operations in Europe and China. In Europe, the proposed transaction under discussion between the parties would involve a joint venture combining Nexans' European magnet wire and
enamel business with the Company's U.K. magnet wire business. Separately, the MOU includes negotiations for the Company to purchase Nexans' 80% share of Nexans Tianjin, a Chinese magnet wire joint
venture. Closing of the transactions is subject to a number of conditions, including among others successful due diligence and execution of definitive binding joint venture and purchase agreements.

12

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The
Company is subject to lawsuits incidental to its business. In the opinion of management, based on its examination of such matters and discussions with counsel, the ultimate
resolution of all pending or threatened litigation, claims and assessments will not have a material adverse effect upon the Company's financial position, liquidity or results of operations.

The
Company's operations are subject to environmental laws and regulations in each of the jurisdictions in which it owns or operates facilities governing, among other things, emissions
into the air, discharges to water, the use, handling and disposal of hazardous substances and the investigation and remediation of soil and groundwater contamination both on-site at past
and current facilities and at off-site disposal locations. On-site contamination at certain of the Company's facilities is the result of historic activities, including certain
activities attributable to Superior TeleCom's (or one of its subsidiaries) and the Company's operations and those occurring prior to the use of a facility by Superior TeleCom or the Company.
Off-site liability includes clean-up responsibilities and response costs incurred by others at various sites, under federal or state statutes, for which Superior TeleCom (or
one of its subsidiaries) has been identified by the United States Environmental Protection Agency, or state environmental agency, as a Potentially Responsible Party, ("PRP"), or the equivalent.

In
addition, many of the sites for which Essex International and its subsidiaries had been named as a PRP are covered by an indemnity from United Technologies Corporation provided in
connection with the February 1988 sale of Essex Group by United Technologies to Essex International. Pursuant to the indemnity, United Technologies agreed to indemnify Essex International
against losses incurred under any environmental protection and pollution control laws or resulting from, or in connection with, damage or pollution to the environment arising from events, operations
or activities of Essex Group prior to February 29, 1988, or from conditions or circumstances existing at or prior to February 29, 1988. To be covered by the indemnity, the condition,
event or circumstance must have been known to United Technologies prior to the date of sale (February 29, 1988), and United Technologies must have received notice of the indemnity claim prior
to February 28, 1993. The sites covered by this indemnity historically have been handled directly by United Technologies and required payments generally have been made directly by United
Technologies. Most of these sites are mature sites where allocations of liability have been settled and remediation is well underway or has been completed.

United
Technologies also provided an additional environmental indemnity, referred to as the "basket indemnity." This indemnity relates to liabilities arising from environmental events,
conditions or circumstances existing at or prior to February 29, 1988 of which United Technologies received notice prior to February 28, 1993. As to such liabilities, Essex International
is responsible for the first $4.0 million incurred. Thereafter, United Technologies has agreed to indemnify Essex International fully for any liabilities in excess of $4.0 million. Essex
International has not incurred any liabilities covered by this indemnity.

None
of the sites or matters mentioned above involves the imposition of sanctions, fines or administrative penalties on the Company.

The
Company believes that any other environmental matters or proceedings in which it is involved have been or will be addressed in the bankruptcy claims resolution process, are subject
to indemnification, or will not have a material adverse effect either individually, or in the aggregate, upon its business, financial condition, liquidity or results of operations. There can be no
assurance that future developments will not alter this conclusion.

Since
approximately 1990, Essex International and certain subsidiaries have been named as defendants in a number of product liability lawsuits brought by electricians, other skilled
tradesmen and others claiming injury, in a substantial majority of cases, from exposure to asbestos found in electrical wire products produced many years ago. Litigation against various past insurers
of Essex International who had previously refused to defend and indemnify Essex International against these lawsuits was settled during 1999. Under the settlement, Essex International was reimbursed
for substantially all of its

13

---



costs
and expenses incurred in the defense of these lawsuits, and the insurers have undertaken to defend, are currently directly defending and, if it should become necessary, will indemnify Essex
International against those asbestos lawsuits, subject to the terms and limits of the respective policies. Under the plan of reorganization, certain of the claimants in these actions will be able to
assert claims under applicable insurance coverage and other similar arrangements. The Company believes that Essex International's liability, if any, in these matters will not have a material adverse
effect either individually, or in the aggregate, upon its business, financial condition, liquidity or results of operations. There can be no assurance, however, that future developments will not alter
this conclusion.

On
January 18, 2002, United Technologies brought a third party claim against Essex International in a civil action in Massachusetts. United Technologies had been sued by an
insurer for, among other things, approximately $3.1 million in compensatory damages for retrospective premiums for 1999, 2000 and 2001 relating to certain events that allegedly occurred while
EGI was a subsidiary of United Technologies. United Technologies' third party complaint against Essex International contended, among other things, that Essex International had agreed, in the stock
purchase agreement dated January 15, 1998, to pay such premiums and sought a declaratory judgment, contribution and indemnification for any such retrospective premiums that United Technologies
might have to pay the insurer. On January 13, 2003, the court granted the insurer's motion for summary judgment against United
Technologies and Essex International's motion to dismiss with prejudice United Technologies' claim against it. United Technologies thereafter indicated an intention to appeal the ruling dismissing the
action against Essex International. However, before Essex International's time to respond, those proceedings were stayed by the filing of Superior TeleCom's bankruptcy proceedings. United Technologies
and the insurer filed proofs of claim in connection with Superior TeleCom's bankruptcy. The Company believes that these claims have been addressed in the bankruptcy claims resolution process and will
not have a material adverse effect either individually, or in the aggregate, upon its business, financial condition, liquidity or results of operations. There can be no assurance that future
developments will not alter this conclusion.

The
Company accepts certain customer orders for future delivery at fixed prices. As copper is the most significant raw material used in the manufacturing process, the Company enters into
forward purchase fixed price commitments for copper to properly match its cost to the value of the copper to be billed to these customers. At March 31, 2005, the Company had forward fixed price
copper purchase commitments for delivery through December 2005 for $25.3 million. Additionally at March 31, 2005, the Company has forward purchase fixed price commitments for
natural gas primarily for delivery in 2005 amounting to $6.2 million.

A
significant portion of the income taxes payable at March 31, 2005 relate to pre-petition claims primarily resulting from state income tax audits of Superior TeleCom.
The Company is currently in negotiations with state taxing authorities to settle these claims. Although the Company believes it has adequately provided for any liability that may result from
settlement of these claims, the ultimate outcome of the negotiations cannot be predicted with certainty.

The
collective bargaining agreement at our Vincennes, Indiana magnet wire facility, representing approximately 8% of the Company's work force, expired on October 1, 2004. The
Vincennes facility is one of the Company's five magnet wire manufacturing facilities in the United States. The parties signed an extension which provides that the collective bargaining agreement will
remain in effect unless either party gives ten days prior notice of its intention to terminate the agreement. Management and union representatives have been negotiating to reach a new collective
bargaining agreement. Two proposals were not accepted by the union membership and on May 4, 2005, the union members voted to hold a vote on whether to strike at the Vincennes facility. The
parties continue to negotiate to reach a mutually acceptable agreement, but there can be no assurance that these negotiations will be successful. A protracted strike or work stoppage could have a
material adverse affect on our operations and financial results.

14

---



11.   Business segments

The Company's reportable segments are communications cable, magnet wire and distribution and copper rod. The communications cable segment manufactures
communications wire and cable products sold to telephone companies, CATV companies, distributors and systems integrators, principally in North America. The magnet wire and distribution segment
manufactures and supplies magnet wire, fabricated insulation and accessory products for motors, transformers and electrical controls sold primarily to original equipment manufacturers. The copper rod
segment includes sales of copper rod produced by the Company's continuous casting units to external customers. Copper rod produced for internal processing is recorded by the consuming segment at cost
as a component of cost of goods sold.

The
Company evaluates segment performance based on a number of factors, with operating income, excluding restructuring and other charges and asset impairments, being the most critical.

Financial
information with respect to reportable segments is presented below. Corporate and other items shown below are provided to reconcile to the accompanying consolidated statements
of operations.

Three Months
Ended March 31,2005

2004(in thousands)Net sales:Communications cable

$
151,964

$
90,600Magnet wire and distribution


184,540


146,363Copper rod


66,784


64,888$
403,288

$
301,851Operating income (loss)Communications cable

$
11,704

$
3,898Magnet wire and distribution


9,684


7,301Copper rod


249


713Corporate and other


(5,189
)

(3,203
)Gain on sale of product line


10,355


Restructuring and other charges and asset impairments


(2,758
)

(1,080
)$
24,045

$
7,629


March 31,
2005

December
31, 2004(in thousands)Total assets:Communications cable

$
314,027

$
294,109Magnet wire and distribution


301,458


290,542Copper rod


49,546


38,625Corporate and other


5,944


7,695$
670,975

$
630,971


15

---



12.   Supplemental guarantor information

The 9% senior unsecured notes were issued by Superior Essex Communications and Essex Group, as joint and several obligors. The notes are jointly and severally
guaranteed by the Company and each of its existing and future domestic restricted subsidiaries (as defined in the indenture governing the notes). All of the Company's current domestic subsidiaries,
other than IP Licensing LLP, are restricted subsidiaries. The following consolidating information presents information about the Company (the "Parent"), the issuers, guarantor subsidiaries and
non-guarantor subsidiaries. Investments in subsidiaries are presented on the equity method. Intercompany transactions are eliminated in consolidation.

|                                      |                           | March 31, 2005           
|------------------------------------- | ------------------------- | -------------------------
|
|
|ASSETS                                |                           |                          
|Current assets:                       |                           |                          
|                                      | Cash and cash equivalents |                          
|                                      | Accounts receivable, net  |                          
|                                      | Inventories, net          |                          
|                                      | Other current assets      |                          
|                                      |                           |                          
|                                      |                           | Total current assets     
|Property, plant and equipment, net    |                           |                          
|Intangible and other long-term assets |                           |                          
|Investment in subsidiaries            |                           |                          
|Intercompany accounts                 |                           |                          
|                                      |                           |                          
|                                      |                           | Total assets             
|                                      |                           |                          
|LIABILITIES AND STOCKHOLDERS' EQUITY  |                           |                          
|Current liabilities:                  |                           |                          
|                                      | Short-term borrowings     |                          
|                                      | Accounts payable          |                          
|                                      | Accrued expenses          |                          
|                                      |                           |                          
|                                      |                           | Total current liabilities
|Long term-debt, less current portion  |                           |                          
|Other long-term liabilities           |                           |                          
|Intercompany accounts                 |                           |                          
|                                      |                           |                          
|                                      |                           | Total liabilities        
|Stockholders' equity                  |                           |                          
|                                      |                           |                          
|                                      |                           | $                        
|                                      |                           |                          

16

---



|                                      |                           | December 31, 2004        
|------------------------------------- | ------------------------- | -------------------------
|
|
|ASSETS                                |                           |                          
|Current assets:                       |                           |                          
|                                      | Cash and cash equivalents |                          
|                                      | Accounts receivable, net  |                          
|                                      | Inventories, net          |                          
|                                      | Other current assets      |                          
|                                      |                           |                          
|                                      |                           | Total current assets     
|Property, plant and equipment, net    |                           |                          
|Intangible and other long-term assets |                           |                          
|Investment in subsidiaries            |                           |                          
|Intercompany accounts                 |                           |                          
|                                      |                           |                          
|                                      |                           | Total assets             
|                                      |                           |                          
|LIABILITIES AND STOCKHOLDERS' EQUITY  |                           |                          
|Current liabilities:                  |                           |                          
|                                      | Short-term borrowings     |                          
|                                      | Accounts payable          |                          
|                                      | Accrued expenses          |                          
|                                      |                           |                          
|                                      |                           | Total current liabilities
|Long term-debt, less current portion  |                           |                          
|Other long-term liabilities           |                           |                          
|Intercompany accounts                 |                           |                          
|                                      |                           |                          
|                                      |                           | Total liabilities        
|Stockholders' equity                  |                           |                          
|                                      |                           |                          
|                                      |                           | $                        
|                                      |                           |                          

17

---



|                                             |                                                                                 | Three Months Ended March 31, 2005 |       
|-------------------------------------------- | ------------------------------------------------------------------------------- | --------------------------------- | ------
|
|
|Net sales                                    |                                                                                 | $                                 | 5,275 
|Cost of goods sold                           |                                                                                 |                                   |      
|                                             |                                                                                 |                                   |       
|                                             | Gross profit                                                                    |                                   |       
|Selling, general and administrative expenses |                                                                                 |                                   | (5,178
|Restructuring and other charges              |                                                                                 |                                   | (97   
|Asset impairment charge                      |                                                                                 |                                   |      
|Gain on sale of product line                 |                                                                                 |                                   |      
|                                             |                                                                                 |                                   |       
|                                             | Operating income (loss)                                                         |                                   |       
|Interest expense                             |                                                                                 |                                   |      
|Other income, net                            |                                                                                 |                                   |      
|                                             |                                                                                 |                                   |       
|                                             | Income (loss) before income taxes and equity in earnings (loss) of subsidiaries |                                   |       
|Benefit (provision) for income taxes         |                                                                                 |                                   |      
|Equity in earnings (loss) of subsidiaries    |                                                                                 |                                   | 9,981 
|                                             |                                                                                 |                                   |       
|                                             | Net income (loss)                                                               |                                   | $     
|                                             |                                                                                 |                                   |       

|                                             |                                                                                 | Three Months Ended March 31, 2004 |       
|-------------------------------------------- | ------------------------------------------------------------------------------- | --------------------------------- | ------
|
|
|Net sales                                    |                                                                                 | $                                 | 4,423 
|Cost of goods sold                           |                                                                                 |                                   |      
|                                             |                                                                                 |                                   |       
|                                             | Gross profit                                                                    |                                   |       
|Selling, general and administrative expenses |                                                                                 |                                   | (3,197
|Restructuring and other charges              |                                                                                 |                                   | (766  
|                                             |                                                                                 |                                   |       
|                                             | Operating income (loss)                                                         |                                   |       
|Interest expense                             |                                                                                 |                                   | (460  
|Other income (expense), net                  |                                                                                 |                                   |      
|                                             |                                                                                 |                                   |       
|                                             | Income (loss) before income taxes and equity in earnings (loss) of subsidiaries |                                   |       
|Benefit (provision) for income taxes         |                                                                                 |                                   |      
|Equity in earnings (loss) of subsidiaries    |                                                                                 |                                   | 1,354 
|                                             |                                                                                 |                                   |       
|                                             | Net income (loss)                                                               |                                   | $     
|                                             |                                                                                 |                                   |       

18

---



|                                                       |                                             | Three Months Ended March 31, 2005 |     
|------------------------------------------------------ | ------------------------------------------- | --------------------------------- | ----
|
|
|Cash flows provided by (used for) operating activities |                                             | $                                 | (974
|Cash flows from investing activities:                  |                                             |                                   |     
|                                                       | Capital expenditures                        |                                   |     
|                                                       | Belden asset acquisition contingent payment |                                   |     
|                                                       | Proceeds from sale of product line          |                                   |     
|                                                       | Other                                       |                                   |     
|                                                       |                                             |                                   |     
|Cash flows used for investing activities               |                                             |                                   | (15 
|                                                       |                                             |                                   |     
|Cash flows from financing activities:                  |                                             |                                   |     
|                                                       | Short-term borrowings (repayments), net     |                                   |     
|                                                       | Proceeds from exercise of stock options     |                                   |     
|                                                       | Intercompany accounts                       |                                   |     
|                                                       |                                             |                                   |     
|Cash flows provided by (used for) financing activities |                                             |                                   | 883 
|                                                       |                                             |                                   |     
|Effect of exchange rate changes on cash                |                                             |                                   |    
|                                                       |                                             |                                   |     
|Net increase (decrease) in cash and cash equivalents   |                                             |                                   | (106
|Cash and cash equivalents at beginning of period       |                                             |                                   | 106 
|                                                       |                                             |                                   |     
|Cash and cash equivalents at end of period             |                                             | $                                 |    
|                                                       |                                             |                                   |     

19

---



|                                                       |                            | Three Months Ended March 31, 2004 |       
|------------------------------------------------------ | -------------------------- | --------------------------------- | ------
|
|
|Cash flows used for operating activities               |                            | $                                 | (6,732
|Cash flows from investing activities:                  |                            |                                   |       
|                                                       | Capital expenditures       |                                   |       
|                                                       | Other                      |                                   |       
|                                                       |                            |                                   |       
|Cash flows provided by (used for) investing activities |                            |                                   | 18    
|                                                       |                            |                                   |       
|Cash flows from financing activities:                  |                            |                                   |       
|                                                       | Short-term borrowings, net |                                   |       
|                                                       | Intercompany accounts      |                                   |       
|                                                       |                            |                                   |       
|Cash flows provided by financing activities            |                            |                                   | 6,441 
|                                                       |                            |                                   |       
|Effect of exchange rate changes on cash                |                            |                                   |      
|                                                       |                            |                                   |       
|Net decrease in cash and cash equivalents              |                            |                                   | (273  
|Cash and cash equivalents at beginning of period       |                            |                                   |      
|                                                       |                            |                                   |       
|Cash and cash equivalents at end of period             |                            | $                                 | (273  
|                                                       |                            |                                   |       

20

---



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

Superior Essex Inc., a Delaware holding company, and its operating subsidiaries were formed in 2003 to acquire and conduct the business formerly conducted
by Superior TeleCom Inc. and its subsidiaries.

We
manufacture a portfolio of wire and cable products grouped into the following primary industry segments: (i) our communications cable segment; (ii) our magnet wire and
distribution segment; and (iii) our copper rod operations. Our communications cable segment manufactures communications wire and cable products sold to telephone companies, CATV companies,
distributors and systems integrators, principally in North America. Our magnet wire and distribution segment manufactures and supplies magnet wire, fabricated insulation and accessory products for
motors, transformers and electrical controls sold primarily to original equipment manufacturers, or OEMs. Our copper rod operations include sales of copper rod produced by our continuous casting units
to external customers.

Industry
segment financial data (including sales and operating income by industry segment) for the three month period ended March 31, 2005 and 2004 is included in Note 11
to the accompanying condensed consolidated financial statements.

Asset Acquisitions



On June 1, 2004, Superior Essex Communications acquired certain assets from operating subsidiaries of Belden Inc. ("Belden") related to their North
American copper OSP communications wire and cable business (the "Belden Asset Acquisition"). Under the terms of the asset purchase agreement, Superior Essex Communications acquired certain
inventories, selected machinery and equipment and certain customer contracts related to a portion of Belden's communications cable business for total consideration of $83.1 million including a
contingent payment of $10 million made in March 2005. The equipment acquired from Belden is being deployed in the communications cable segment. Belden retained its manufacturing
facilities and employees together with all of the associated liabilities, including, among others, accounts payable, any employee-related obligations, plant shutdown costs and environmental
obligations.



On September 7, 2004, Essex Group acquired certain assets from Nexans Magnet Wire USA Inc., a wholly-owned subsidiary of Nexans S.A. Company. Under
the terms of the purchase agreement, Essex Group acquired substantially all inventory associated with Nexans' U.S. magnet wire operations and assumed certain U.S. customer contractual arrangements.
The Company used the assets acquired in its magnet wire and distribution business. The total purchase price for the acquisition was $11.6 million.

Impact of Copper Price Fluctuations on Operating Results

Copper is one of the principal raw materials used in our wire and cable product manufacturing. Fluctuations in the price of copper affect per unit product pricing
and related revenues. Historically the cost of copper has not had a material impact on profitability, as, in certain cases, we have the ability to adjust prices billed for our products to properly
match the copper cost component of inventory shipped. In our communications cable segment these adjustments include, among others, certain contractual arrangements under which product prices are
adjusted quarterly based on an average of previous periods' copper indices. Beginning in the fourth quarter of 2003 and continuing through the first quarter of 2005, copper prices have escalated
rapidly. The average daily COMEX price per pound for copper was $1.47 and $1.23 per pound for the three months ended March 31, 2005 and 2004, respectively. Rapid increases in copper prices can
impact profitability in the short term based upon the

21

---



timing
of product price adjustments to match the increased copper costs. Increases in copper prices can also impact our working capital. See "Liquidity and Capital Resources" below.

Results of OperationsThree Month Period Ended March 31, 2005 Compared to the Three Month Period Ended March 31, 2004

The discussion below compares the results of our operations for the three months ended March 31, 2005 to the three months ended March 31, 2004.

Average
copper prices for the three months ended March 31, 2005 increased 19% as compared to the three months ended March 31, 2004. Due to the impact of this increase on
reported sales, the following table provides supplemental sales information adjusted to a constant $1.00/lb COMEX cost of copper to aid in a comparison of period-to-period
revenues by segment.

|           |                              | Actual                             |         | Copper-adjusted |        
|---------- | ---------------------------- | ---------------------------------- | ------- | --------------- | -------
|
|
|
|Net sales: |                              |                                    |         |                 |        
|           | Communications cable         |                                    | $       | 151,964         |        
|           | Magnet wire and distribution |                                    |         | 184,540         |        
|           | Copper rod                   |                                    |         | 66,784          |        
|           |                              |                                    |         |                 |        
|           |                              |                                    | 403,288 |                 |        
|           |                              | Constant cost of copper adjustment |         |                 |       
|           |                              |                                    |         |                 |        
|           |                              | Total                              |         | $               | 403,288
|           |                              |                                    |         |                 |        

Consolidated
sales for the three months ended March 31, 2005 were $403.3 million, an increase of 34% as compared to consolidated sales of
$301.9 million for the quarter ended March 31, 2004. Sales for the 2005 quarter were significantly impacted by the increase in copper prices. Sales adjusted for a constant cost of copper
increased 21% for the quarter ended March 31, 2005 compared to the prior year period reflecting incremental sales attributable to the 2004 Belden and Nexans asset acquisitions as well as
organic growth in both the communications cable and magnet wire and distribution segments.

Sales
for our communications cable segment for the March 31, 2005 quarter were $152.0 million, an increase of 68%, as compared to sales of $90.6 million for the
quarter ended March 31, 2004. Sales adjusted for a constant cost of copper increased 49%. The copper-adjusted increase reflects the incremental sales from customer contracts acquired in the
June 2004 Belden asset acquisition as well as an approximately 30% growth in sales of fiber optic and premises wire and cable products. We believe the increase in demand for our copper and
fiber optic premise products is supported by growing investment in information technology, including new and upgraded computer systems and associated wiring and an increase in our market share.
Additionally, the overall demand for OSP fiber products has increased as a result of increased use by certain RBOCs of fiber optic cable further downstream in their networks.

Sales
for our magnet wire and distribution segment were $184.5 million for the quarter ended March 31, 2005, an increase of 26% as compared to the prior year. On a
copper-adjusted basis, sales for the quarter increased 15% from the same quarter in the prior year. The copper-adjusted increase includes incremental sales from the September 2004 Nexans asset
acquisition. In addition, the 2005 quarter sales increase reflects copper-adjusted growth resulting from market share gains at certain major customers as well as the continued strengthening of our
basic industrial and power segment end markets and volume increases in our Essex Brownell business.

Copper
rod sales for the three months ended March 31, 2005 were $66.8 million compared to $64.9 million for the comparable 2004 period, an increase of
$1.9 million. On a copper-adjusted basis, sales for our copper rod segment decreased by 11% for the three months ended March 31, 2005 compared to the prior year period. The
copper-adjusted decrease in the 2005 quarter reflects reduced

22

---



demand
from certain automotive related customers and other planned reductions. Copper rod segment sales consist primarily of external sales of processed copper rod that cannot be used for internal
production and allow for fixed cost recovery at gross profit margins that are generally break even.

For
the quarter ended March 31, 2005, gross profit was $41.9 million, an increase of 42% as compared to the prior year quarter primarily attributable to increased volume in
our communications cable and magnet wire and distribution segments and gross profit margin improvements in our communications cable segment. The gross profit margin in the 2005 quarter was 10.4%
compared to 9.8% for same quarter in 2004. The increase in gross profit margin reflects improved capacity utilization due to increased volumes offset somewhat by the effects of increased copper prices
on sales. Gross profit
margin on a copper-adjusted basis was 12.2% for the three months ended March 31, 2005 compared to 10.4% for the three months ended March 31, 2004. Copper-adjusted gross profit margins in
our communications cable business increased for the 2005 quarter compared to the prior year quarter due to improved fixed cost absorption as a result of increased sales and related production volumes.
Copper-adjusted gross profit margin for our magnet wire and distribution business for the three months ended March 31, 2005 remained flat compared to the prior year quarter as increased
throughput and price surcharges offset the effects of certain inflationary cost increases including higher natural gas prices, freight costs and copper producer premiums.

Selling,
general and administrative expenses ("SG&A expense") for the three month period ended March 31, 2005 were $25.5 million, an increase of 22% as compared to SG&A
expense of $20.9 million for the three months ended March 31, 2004. The increase is attributable to a number of factors including corporate stock-based compensation and supplemental
executive retirement plan charges ($0.7 million), professional fees and costs related to compliance with Section 404 of the Sarbanes-Oxley Act ($0.7 million), amortization charges
related to intangible assets acquired in the Belden and Nexans asset acquisitions ($0.5 million) and the impact of increased sales volume and related sales costs and commissions in our
communications cable segment.

During
the three months ended March 31, 2005 we recorded an impairment charge of $2.3 million related to property, plant and equipment of our U.K. subsidiary. We evaluated
the long-lived assets of our U.K. subsidiary for impairment as of March 31, 2005 after consideration of the continued deterioration in the European magnet wire market in the first
quarter of 2005, the loss of a major customer in 2005 and negotiated reductions in the value ascribed to the U.K. net assets in connection with the proposed Nexans transaction discussed below. The
impairment test was based on probability weighted estimated cash flows associated with such assets. The fair value of the assets was based on appraised value determined primarily by comparison to
prices for similar assets. The U.K. operation is included in the magnet wire and distribution segment.

Restructuring
and other charges for the three months ended March 31, 2005 consisted of $0.4 million of facility exit costs related to closure of an insulation manufacturing
facility in Athens, Georgia and $0.1 million of professional fees related to the implementation of Superior TeleCom's plan of reorganization. The facility exit costs primarily consisted of
future lease payments net of estimated sublease rentals. Restructuring and other charges for the three months ended March 31, 2004 were $1.1 million consisting primarily of professional
fees related to implementation of the plan of reorganization and employee retention and severance payments under plans established by Superior TeleCom in connection with its bankruptcy proceedings.

In
March 2005, we sold accounts receivable and inventory totaling approximately $1.2 million together with related trademarks and service names constituting the business
conducted by us under the US Seal trade name for a total purchase price of $11.6 million. A gain of $10.4 million was recognized on the sale. Total sales with respect to the US Seal
product line were approximately $5.2 million for the year ended December 31, 2004. In connection with the sale, we also signed a non-exclusive distribution agreement to act
as a distributor for certain of the US Seal products for a period of five years. We believe the expected revenues under the distribution agreement represent a significant continuation of

23

---



the
direct cash flows of the disposed US Seal product line. The US product line is included in the magnet wire and distribution segment.

We
had operating income of $24.1 million for the quarter ended March 31, 2005, compared to $7.6 million for the same period in 2004. The comparative improvement in
operating income for the current year was principally attributable to increased sales volumes and related gross profit and the gain on the sale of the US Seal product line partially offset by an
increase in SG & A expense and asset impairment charges.

Interest
expense for the quarter ended March 31, 2005 was $7.1 million compared to interest expense of $4.9 million for the quarter ended March 31, 2004. The
increase in interest expense in 2005 reflects increased borrowings outstanding primarily attributable to our senior notes issued in April 2004 to finance the Belden Asset Acquisition.

Our
effective income tax rate for the three months ended March 31, 2005 was 42% compared to an effective tax rate of 50% for the three months ended March 31, 2004. The
effective tax rate for the three months ended March 31, 2005 exceeds the U.S. statutory rate of 35% due to the effects of state taxes and a valuation allowance established with respect to
operating losses incurred by our U.K. subsidiary partially offset by a $0.7 million positive settlement of prior outstanding foreign tax contingencies. The effective tax rate for the 2004
quarter exceeds the U.S. statutory tax rate due to the impact of state taxes and a valuation allowance established with respect to operating losses incurred by our U.K. subsidiary.

Other Matters

The collective bargaining agreement at our Vincennes, Indiana magnet wire facility, representing approximately 8% of the Company's work force, expired on
October 1, 2004. The Vincennes facility is one of the Company's five magnet wire manufacturing facilities in the United States. The parties signed an extension which provides that the
collective bargaining agreement will remain in effect unless either party gives ten days prior notice of its intention to terminate the agreement. Management and union
representatives have been negotiating to reach a new collective bargaining agreement. Two proposals were not accepted by the union membership and on May 4, 2005, the union members voted to hold
a vote on whether to strike at the Vincennes facility. The parties continue to negotiate to reach a mutually acceptable agreement, but there can be no assurance that these negotiations will be
successful. A protracted strike or work stoppage could have a material adverse affect on our operations and financial results.

Liquidity and Capital Resources



We reported cash used by operating activities of $37.2 million for the three months ended March 31, 2005 compared to cash used by operating
activities of $33.5 million for the three months ended March 31, 2004. Cash used by operations for the 2004 quarter includes approximately $11.0 million we paid during 2004 of
previously accrued reorganization costs consisting primarily of professional fees related to implementation of the plan of reorganization and employee retention and severance payments under plans
established by Superior TeleCom in connection with its bankruptcy. Cash used by operating activities for the three months ended March 31, 2005 and 2004 includes net working capital increases of
$46.1 million and $30.7, respectively, which reflect normal seasonal build in accounts receivable and inventory and the impact of substantially higher copper costs. The first quarter seasonal
increase in our working capital results from increased production, inventory stocking levels and related sales attributable to historically higher customer demand levels in March through October.
Conversely, our sales volumes are generally lower in our fourth and early first quarters due primarily to cold weather related reduction in demand from our communications cable segment customers and
the impact of year end holiday related plant shutdowns of major OEM customers of our magnet wire and distribution segment. The 2005 working capital increase also includes incremental accounts
receivable attributable to incremental sales associated with customer contracts acquired in the Belden and Nexans asset acquisitions. Cash from investing activities includes a payment of
$10 million with respect to the Belden Asset Acquisition as well as $11.6 million of proceeds received in connection with our sale of the US Seal product line.

24

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Superior TeleCom's plan of reorganization provided for the issuance, as of the effective date of the plan of reorganization (or as soon thereafter as
practicable), of the senior notes of Superior Essex Communications and Essex Group, the series A preferred stock of Superior Essex Holding and 16,500,000 shares of our common stock.

The
senior notes were issued jointly by Superior Essex Communications and Essex Group in an aggregate principal amount of $145 million due in November 2008, with interest
payable semi-annually in cash at a rate of 91/2%. On April 29, 2004 we redeemed the senior notes with the proceeds from a Rule 144A private placement offering
of $257.1 million of 9% unsecured senior notes (the "9% Notes"), completed on April 14, 2004. Interest on the 9% Notes is payable April 15 and October 15 of each year
beginning on October 15, 2004. The 9% Notes were issued at an original issue discount of $7.1 million. The proceeds from the offering were also used to pay fees and expenses of the
offering and fund the Belden Asset Acquisition. In October 2004, we completed an exchange offering whereby the 9% Notes were exchanged for an equal amount of registered notes with substantially
identical terms.

The
9% Notes were issued by Superior Essex Communications and Essex Group and are fully and unconditionally guaranteed by us and each of our existing and future domestic restricted
subsidiaries. We may redeem some or all of the 9% Notes at any time on or after April 15, 2008 at the following redemption prices (expressed as percentages of the principal amount thereof) if
redeemed during the twelve-month period commencing on April 15 of the year set forth below:

Year:

Percentage2008

104.50
%2009

102.25
%2010 and after

100.00
%


We
may also redeem up to 40% of the aggregate principal amount of the 9% Notes at a redemption price of 109% of the principal amount thereof using the proceeds of one or more equity
offerings completed before April 15, 2007. Additionally, upon the occurrence of specific kinds of changes in control as specified in the indenture governing the 9% Notes, holders of the 9%
Notes will have the right to require us to purchase all or a portion of the outstanding 9% Notes at a purchase price equal to 101% of the principal amount thereof plus accrued interest.

The
indenture governing the 9% Notes contains covenants which restrict our ability and the ability of certain of our subsidiaries to, among other things: incur additional debt and issue
preferred stock; make certain distributions, investments and other restricted payments; create certain liens; enter into transactions with affiliates; and merge, consolidate or sell substantially all
of our assets.

Holders
of the series A preferred stock issued by our subsidiary, Superior Essex Holding, are entitled to receive cumulative cash dividends at a rate of 91/2% per
annum per share, payable semi-annually. The series A preferred stock ranks junior to all other classes of preferred stock of Superior Essex Holding. The series A preferred
stock is mandatorily redeemable in November 2013 at $1 per share plus accrued and unpaid dividends. The series A preferred stock contains certain other mandatory and optional redemption
provisions. Each share of series A preferred stock shall have one vote with respect to all matters submitted to stockholders for a vote, provided however, that holders of the series A
preferred stock shall not be entitled to vote generally for directors.

Superior
Essex Communications and Essex Group are borrowers under a $175 million senior secured revolving credit facility with a $25 million sublimit for letters of credit.
Superior Essex, Superior Essex Holding and our domestic subsidiaries have fully guaranteed the senior secured revolving credit facility. Interest accrues on outstanding borrowings at an annual rate
equal to, at our

25

---



option,
LIBOR or a base rate, plus, in each case, an applicable margin, determined quarterly based on average borrowing availability, ranging from 1.75% to 2.75% for LIBOR loans and 0.25% to 1.25% for
base rate loans. The applicable margin in effect for the first quarter of 2005 is 1.75% for LIBOR loans and 0.25% for base rate loans. Obligations under the senior secured revolving credit facility
are secured by substantially all of our tangible and intangible assets. Availability under the senior secured revolving credit facility is subject to a borrowing base equal to the lesser of
(1) $175 million less outstanding letters of credit and (2) a specified percentage of eligible accounts receivable and inventory less specified reserves. The specified percentages
of eligible accounts receivable and eligible inventory are each subject to decrease in the reasonable credit judgment of the administrative agent. Currently, the applicable percentages are
(i) 85% of eligible receivables and (ii) with respect to eligible inventory the lesser of (a) $70 million or (b) the lesser of (x) 65% of the value of the
eligible inventory and (y) 85% multiplied by the net orderly liquidation value percentage then applicable to our inventory multiplied by the value of the eligible inventory. The specified
reserves that reduce availability are not fixed and may be imposed by the administrative agent of the revolving credit facility in its reasonable credit judgment. Current reserves include a rent
reserve related to property on which collateral is located. On March 11, 2005, the senior secured revolving credit facility was amended to increase the amount of permitted consigned inventory
from $18 million to $30 million and limited the extent to which consigned inventory may be included in the determination of the borrowing base for revolving loans to the lesser of 20% of
the inventory formula amount or $30 million. The amendment also exempts up to $5 million of the total $30 million of permitted consigned inventory from the requirement for filing
a UCC financing statement. The amendment also modifies the manner of calculating the value of consigned inventory, eliminating the designation of FIFO as the only method of permitted valuation under
generally accepted accounting principles.

Under
the senior secured revolving credit facility, if availability under the revolving credit line falls below $15 million for any period of two consecutive days, the borrowers
will be required to maintain a ratio of 1.1 to 1 of (a) the sum of the consolidated EBITDA of the borrowers minus specified distributions of the borrowers relating to capital expenditures,
foreign investments, tax distributions and pension contributions of the borrowers to (b) all principal and cash interest payments on specified debt of the borrowers. The senior secured
revolving credit facility also contains covenants that limit our and our subsidiaries' ability to (i) pay dividends, redeem capital stock or make other restricted payments, (ii) sell or
dispose of assets, (iii) incur additional indebtedness or permit liens to exist on our property, (iv) engage in transactions with affiliates and (v) make additional investments or
acquisitions. Under the terms of the senior secured revolving credit facility, Superior Essex Communications and Essex Group may not declare or make any distributions to Superior Essex except for
distributions made for the payment of certain corporate operating expenses, income taxes and certain other specified costs. We are currently obligated to pay an unused commitment fee of 0.375% per
annum on the unused amount of the maximum committed amount and a fee of 0.125% per annum on the outstanding face amount of outstanding letters of credit. A total of $52.8 million was drawn
under this facility as of March 31, 2005. Undrawn availability (after considering outstanding letters of credit of $4.4 million) on such date amounted to $117.8 million. The
senior secured revolving credit facility matures in November 2007, however in accordance with Emerging Issues Task Force Issue 95-22,Balance Sheet
Classification of Borrowings Outstanding under Revolving Credit Agreements That Include Both a Subjective
Acceleration Clause and a Lock-Box Arrangement, borrowings under our senior secured revolving credit facility have been classified as a current liability.



Our principal cash requirements generally include interest payments on our senior secured revolving credit facility and the 9% Notes, dividend payments on our
series A preferred stock, capital expenditures currently estimated at approximately $14 million to $18 million annually and obligations related to our defined benefit pension
plans. In addition, the average price of copper, our principal raw

26

---



material,
has increased approximately 14% for the three months ended March 31, 2005 compared to the year ended December 31, 2004. Significant increases in the price of copper and the
resultant increase in accounts receivable and, to a lesser degree, inventory impacts our working capital funding requirements.

In
February 2005 we announced plans to construct a wholly-owned greenfield manufacturing facility near Shanghai in China. Total investment for the initial phase of construction is
expected to be approximately $25 million expended in 2005 and 2006.

Additionally
in February 2005 we announced the signing a non-binding memorandum of understanding ("MOU") with Nexans regarding potential transactions involving Nexans'
magnet wire operations in Europe and China. In Europe, the proposed transaction under discussion between the parties would involve a joint venture combining Nexans' European magnet wire and enamel
business with our U.K. magnet wire business. Separately, the MOU includes negotiations for our purchase of Nexans' 80% share of Nexans Tianjin, a Chinese magnet wire joint venture. Under the MOU, we
currently estimate our total cash investment for both the European joint venture and Chinese joint venture interest would be approximately $30 million which is subject to adjustment based on
final net asset values of the entities. It is expected that the European joint venture will obtain external financing for its operations. Closing of the transactions is subject to a number of
conditions, including among others successful due diligence and execution of definitive binding joint venture and purchase agreements.

We
believe that cash provided by operations, together with borrowing availability under our senior secured revolving credit facility ($117.8 million at March 31, 2005)
together with our cash on hand will be sufficient to meet our obligations (including the potential transactions involving Nexans' magnet wire operations discussed above) and fund our working capital
requirements for the foreseeable future.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We, to a limited extent, use or have used forward fixed price contracts and derivative financial instruments to manage commodity price, interest rate and foreign
currency exchange risks. We do not hold or issue financial instruments for investment or trading purposes. We are exposed to credit risk in the event of nonperformance by counterparties for foreign
exchange forward contracts, metal forward price contracts and metals futures contracts but we do not anticipate nonperformance by any of these counterparties. The amount of such exposure is generally
limited to any unrealized gains within the underlying contracts.

Commodity price risk management

The costs of copper, our most significant raw material, and aluminum have historically been subject to considerable volatility. To manage the risk associated with
such volatility, we enter into futures contracts to match the metal component of customer product pricing with the cost component of the inventory shipped. These futures contracts have been designated
as cash flow hedges with unrealized gains and losses recorded in other comprehensive income. Gains and losses are reclassified into earnings, as a component of cost of goods sold, when the hedged
sales transactions are reflected in

27

---



the
income statement. Hedge ineffectiveness, which is not significant, is immediately recognized in earnings. Our commodities futures purchase contracts are summarized as follows at March 31,
2005:

Type

Notional Amount

Maturity Date

Weighted Average
Settlement Rate

Fair Value
Gain (Loss)(in thousands of pounds)





(in thousands)March 31, 2005:Copper

9,775

2005

$
1.46

$
3,007Copper

2,125

2006


1.36


416$
3,423


Interest rate risk management

In order to limit our exposure to rising interest rates with respect to borrowings under its variable rate senior secured revolving credit facility, we have
entered into interest rate cap agreements. The following interest rate cap agreements were outstanding as of March 31, 2005:

|Type              |  | Notional Amount |        | Interest Rate |               | Cap Rate |      | Expiration Date |               | Fair Value
|----------------- |  | --------------- | ------ | ------------- | ------------- | -------- | ---- | --------------- | ------------- | ----------
|
|March 31, 2005:   |  |                 |        |               |               |          |      |                 |               |           
|Interest rate cap |  | $               | 30,000 |               | 30-day LIBOR  |          | 1.75 | %               | December 2005 |           
|Interest rate cap |  |                 | 15,000 |               | 30-day LIBOR  |          | 5.0  | %               | April 2005    |           
|Interest rate cap |  |                 | 12,500 |               | 3-month LIBOR |          | 7.0  | %               | May 2005      |           
|Interest rate cap |  |                 | 30,000 |               | 3-month LIBOR |          | 5.0  | %               | December 2005 |           

Foreign currency exchange risk management

We engage, to a limited extent, in the sale of products which result in accounts receivable denominated in foreign currencies. We enter into foreign currency
forward exchange contracts to hedge against fluctuations in the value of these receivables. Changes in the fair value of these contracts are reflected in current earnings. At March 31, 2005,
the Company had outstanding foreign currency forward exchange contracts to exchange 6.2 million Canadian dollars for $5.1 million in May 2005. The fair value of the forward
exchange contracts was insignificant at March 31, 2005.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures, including internal controls over financial reporting, under the supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures have been
designed and are being operated in a manner that provides reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934, as
amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Further, the Chief Executive Officer and Chief Financial Officer concluded that
our disclosure controls and procedures have been designed to ensure that information required to be disclosed in reports filed by us under the Securities Exchange Act of 1934, as amended, is
accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, in a manner to allow timely decisions regarding the

28

---



required
disclosure. A system of controls, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the system of controls are met, and no evaluation of
controls provides absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Notwithstanding the above, our Chief Executive Officer and Chief
Financial Officer have concluded that our disclosure controls and procedures are effective at a reasonable assurance level.

Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or
are reasonably likely to materially affect, our internal control over financial reporting.

29

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PART II. OTHER INFORMATION

ITEM 6. EXHIBITS

|Exhibit
Number |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1            |  | Disclosure Statement with respect to First Amended Joint Plan of Reorganization of Superior TeleCom Inc. and its affiliated debtors and debtors-in-possession (including the Amended Joint Plan of Reorganization attached as
Exhibit A thereto) (incorporated herein by reference to Exhibit 2(a) to the Registration Statement on Form 10 (Registration No. 000-50514) of Superior Essex Inc., as filed with the Securities and Exchange Commission on December 15, 2003, as amended
(the "Superior Essex Form 10")).
|2.2            |  | Asset Purchase Agreement, dated as of March 18, 2004, by and among Superior Essex Communications LLC, Belden Communications Company and Belden (Canada) Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K of
Superior Essex Inc. dated June 16, 2004)                                                                                                                                                                                                                            
|3.1            |  | Amended and Restated Certificate of Incorporation of Superior Essex Inc. (incorporated herein by reference to Exhibit 3(a) to the Superior Essex Form 10).                                                                                                                                                                                                                                                                                                                                                             
|3.2            |  | Restated By-Laws of Superior Essex Inc. (incorporated herein by reference to Exhibit 3(b) to the Superior Essex Form 10).                                                                                                                                                                                                                                                                                                                                                                                              
|3.3            |  | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Superior Essex Inc.                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.1            |  | Indenture dated as of April 14, 2004 among Superior Essex Communications LLC and Essex Group, Inc., as Co-Issuers, the Guarantors named therein and The Bank of New York Trust Company, N.A., as Trustee (incorporated herein by reference to Exhibit 10.3
to the Quarterly Report on Form 10-Q of Superior Essex Inc. for the quarter ended March 31, 2004 (the "Q1 2004 Form 10-Q")).                                                                                                                                
|4.2            |  | Form of 9% Senior Series B Note due 2012 (included in Exhibit 4.1) (incorporated herein by reference to Exhibit 10.3 to the Q1 2004 Form 10-Q).                                                                                                                                                                                                                                                                                                                                                                        
|4.3            |  | Escrow Agreement dated April 14, 2004, between Superior Essex Communications LLC and Essex Group Inc. as the issuers and The Bank of New York Trust Company, N.A. as escrow agent (incorporated herein by reference to Exhibit 10.4 to the Q1 2004 Form
10-Q).                                                                                                                                                                                                                                                         
|4.4            |  | Registration Rights Agreement dated April 14, 2004 by and among Superior Essex Communications LLC, Essex Group, Inc., the Guarantors named therein, J.P. Morgan Securities Inc., Lehman Brothers Inc., UBS Securities LLC, Wachovia Capital Markets, LLC
and Fleet Securities, Inc. (incorporated herein by reference to Exhibit 10.5 to the Q1 2004 Form 10-Q).                                                                                                                                                       
|4.5            |  | Registration Rights Agreement, dated as of November 10, 2003, by and among Superior Essex Inc., the holders of Registrable Common Stock (as defined therein) and the holders of the Warrants (as defined therein) and such other Persons who may become a
party thereto pursuant to Section 16 or 19(i) thereof (incorporated herein by reference to Exhibit 10(b) to the Superior Essex Form 10).                                                                                                                     
|4.6            |  | Form of Director Restricted Stock Certificate* (incorporated herein by reference to Exhibit 99.2 to the Current Report on Form 8-K of Superior Essex Inc. dated November 10, 2004)                                                                                                                                                                                                                                                                                                                                     
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

30

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|10.1 |  | Credit Agreement, dated November 10, 2003, by and among Superior Essex Communications LLC, as a borrower, Essex Group, Inc., as a borrower, the financial institutions party thereto, as lenders, Fleet Capital Corporation, as collateral and
administrative agent for the lenders, General Electric Capital Corporation, as syndication agent, Fleet Securities, Inc. and GECC Capital Markets Group, Inc., as co- lead arrangers (incorporated herein by reference to Exhibit 10(a) to the Superior
Essex Form 10).                                                                                                        
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.2 |  | First Amendment to Credit Agreement, dated February 20, 2004, by and among Superior Essex Communications LLC, as a borrower, Essex Group Inc., as a borrower, the financial institutions party thereto, as lenders, Fleet Capital Corporation, as
collateral and administrative agent for the lenders, General Electric Capital Corporation, as syndication agent, Fleet Securities, Inc. and GECC Capital Markets Group, Inc., as co-lead arrangers (incorporated herein by reference to Exhibit 10(b) to
the Annual Report on Form 10-K of Superior Essex Inc. for the year ended December 31, 2003 (the "2003 Form 10-K")).
|10.3 |  | Second Amendment to Credit Agreement, dated March 18, 2004, by and among Superior Essex Communications LLC, as a borrower, Essex Group Inc., as a borrower, the financial institutions party thereto, as lenders, Fleet Capital Corporation, as collateral
and administrative agent for the lenders, General Electric Capital Corporation, as syndication agent, Fleet Securities, Inc. and GECC Capital Markets Group, Inc., as co-lead arrangers (incorporated herein by reference to Exhibit 10(c) to the 2003
Form 10-K).                                                                                                 
|10.4 |  | Third Amendment to Credit Agreement, dated April 2, 2004, by and among Superior Essex Communications LLC, as a borrower, Essex Group Inc., as a borrower, the financial institutions party thereto, as lenders, Fleet Capital Corporation, a collateral
and administrative agent for the lenders, General Electric Capital Corporation, as syndication agent for the lenders (incorporated herein by reference to Exhibit 10.1 to the Q1 2004 Form 10-Q).                                                                                                                                                                     
|10.5 |  | Fourth Amendment to Credit Agreement, dated April 30, 2004, by and among Superior Essex Communications LLC, as a borrower, Essex Group Inc., as a borrower, the financial institutions party thereto, as lenders, Fleet Capital Corporation, as collateral
and administrative agent for the lenders, General Electric Capital Corporation, as syndication agent for the lenders (incorporated herein by reference to Exhibit 10.2 to the Q1 2004 Form 10-Q).                                                                                                                                                                  
|10.6 |  | Fifth Amendment to Credit Agreement, dated June 16, 2004, by and among Superior Essex Communications LLC, as a borrower, Essex Group Inc., as a borrower, the financial institutions party thereto, as lenders, Fleet Capital Corporation, as collateral
and administrative agent for the lenders, General Electric Capital Corporation, as syndication agent for the lenders (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Superior Essex Inc. for the quarter ended
June 30, 2004).                                                                                             
|10.7 |  | Sixth Amendment to Credit Agreement, dated March 11, 2005, by and among Superior Essex Communications LP, as a borrower, Essex Group Inc., as a borrower, the financial institutions party thereto, as lenders, Fleet Capital Corporation, as collateral
and administrative agent for the lenders, General Electric Capital Corporation, as syndication agent for the lenders (incorporated herein by reference to Exhibit 10.27 to the Annual Report on Form 10-K of Superior Essex Inc. for the year ended
December 31, 2004).                                                                                              
|10.8 |  | Warrant Agreement, dated as of November 10, 2003, between Superior Essex Inc. and American Stock Transfer & Trust Company, as warrant agent (incorporated herein by reference to Exhibit 10(d) to the Superior Essex Form 10).                                                                                                                                                                                                                                                                                                                                                                                                
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

31

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|10.9  |  | Superior Essex Inc. 2003 Stock Incentive Plan *(incorporated herein by reference to Exhibit 10(e) to the Superior Essex Form 10).                                                                                                                                                                                                                                                                                 
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.10 |  | Employment Agreement, dated November 10, 2003, between Superior Essex and Stephen M. Carter* (incorporated herein by reference to Exhibit 10(f) to the Superior Essex Form 10).                                                                                                                                                                                                                                   
|10.11 |  | Employment Agreement, dated March 15, 2004, between SEI and David S. Aldridge* (incorporated herein by reference to Exhibit 10(i) to the 2003 Form 10- K).                                                                                                                                                                                                                                                        
|10.12 |  | Employment Agreement, dated March 15, 2004, between SEI and Justin F. Deedy, Jr.* (incorporated herein by reference to Exhibit 10(j) to the 2003 Form 10- K).                                                                                                                                                                                                                                                     
|10.13 |  | Employment Agreement, dated March 5, 2004, between SEI and H. Patrick Jack* (incorporated herein by reference to Exhibit 10(k) to the 2003 Form 10-K).                                                                                                                                                                                                                                                            
|10.14 |  | Letter Agreement, dated February 26, 2004, between Superior Essex Inc. and Barbara L. Blackford* (incorporated herein by reference to Exhibit 10.6 to the Q1 2004 Form 10-Q).                                                                                                                                                                                                                                     
|10.15 |  | Separation Agreement, dated November 5, 2003, between Superior Essex Inc. and Stephen C. Knup* (incorporated herein by reference to Exhibit 10(j) to the Superior Essex Form 10).                                                                                                                                                                                                                                 
|10.16 |  | Lease Agreement, dated as of December 16, 1993, by and between ALP (TX) QRS 11-28, Inc. and Superior TeleTec Transmission Products, Inc. (incorporated herein by reference to Exhibit (i) to the Quarterly Report on Form 10-Q of The Alpine Group, Inc.
for the quarter ended January 31, 1994).                                                                                                                 
|10.17 |  | First Amendment to Lease Agreement, dated as of May 10, 1995, by and between ALP (TX) QRS 11-28, Inc. and Superior TeleTec Inc. (incorporated herein by reference to Exhibit 10(o) to the Annual Report on Form 10-K of The Alpine Group, Inc. for the
year ended April 30, 1995 (the "1995 Alpine 10-K")).                                                                                                       
|10.18 |  | Second Amendment to Lease Agreement, dated as of July 21, 1995, by and between ALP (TX) QRS 11-28, Inc. and Superior Telecommunications Inc. (incorporated herein by reference to Exhibit 10(x) to the 1995 Alpine 10-K).                                                                                                                                                                                         
|10.19 |  | Third Amendment to Lease Agreement, dated as of October 2, 1996, by and between ALP (TX) QRS 11-28, Inc. and Superior Telecommunications Inc. (incorporated herein by reference to Exhibit 10.8 to the Registration Statement on Form S-1 (Registration
No. 333-09933) of Superior TeleCom Inc., as filed with the Securities and Exchange Commission on August 9, 1996, as amended (the "Superior TeleCom S-1")).
|10.20 |  | First Amendment to Guaranty and Surety Agreement, dated as of October 2, 1996, among Superior TeleCom Inc., The Alpine Group, Inc. and ALP (TX) QRS 11- 28, Inc. (incorporated herein by reference to Exhibit 10.12 to the Superior TeleCom
S-1).                                                                                                                                                                 
|10.21 |  | Fourth Amendment to Lease Agreement, dated as of November 27, 1998, between ALP (TX) QRS 11-28, Inc. and Superior Telecommunications Inc. (incorporated herein by reference to Exhibit 10(x) to the Annual Report on Form 10-K of Superior TeleCom Inc.
for the year ended December 31, 1999 (the "1999 Superior TeleCom 10-K")).                                                                                 
|10.22 |  | Second Amendment to Guaranty and Suretyship Agreement, dated as of November 27, 1998, among ALP (TX) QRS 11-28, Inc., Superior TeleCom Inc. and The Alpine Group, Inc. (incorporated herein by reference to Exhibit 10(y) to the 1999 Superior TeleCom
10-K).                                                                                                                                                     
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                   

32

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|10.23 |  | Fifth Amendment to Lease Agreement and Waiver, dated as of December 27, 2001, between ALP (TX) QRS 11-28, Inc. and Superior Telecommunications Inc. (incorporated herein by reference to Exhibit 10(yy) to the Annual Report on Form 10-K of Superior
TeleCom Inc. for the year ended December 31, 2001).
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.24 |  | Consent, Amendment and Waiver to Lease Agreement, dated as of December 11, 2002, between ST (TX) LP and Superior Telecommunications Inc. (incorporated herein by reference to Exhibit 10(eee) to the Annual Report on Form 10-K of Superior TeleCom Inc.
for the year ended December 31, 2002).          
|10.25 |  | Superior Essex Inc. Senior Executive Retirement Plan* (incorporated herein by reference to Exhibit 10.27 to the Quarterly Report on Form 10-Q of Superior Essex Inc. for the quarter ended September 30, 2004)                                                                                           
|10.26 |  | Consulting Agreement, dated February 1, 2005, between DG Network and Superior Essex Inc. (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K of Superior Essex Inc. dated February 18, 2005)                                                                             
|10.27 |  | Superior Essex Inc. Director Compensation Plan* (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K of Superior Essex Inc. dated November 10, 2004)                                                                                                                      
|10.28 |  | Form of Non-qualified Stock Option Certificate* (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K of Superior Essex Inc. dated April 1, 2005)                                                                                                                          
|10.29 |  | Superior Essex Inc. 2005 Incentive Plan* (incorporated herein by reference to Appendix C of the Company's Definitive Proxy Statement on Schedule 14A (File No. 000-50514) filed with the Securities and Exchange Commission on March 30, 2005)                                                           
|10.29 |  | Superior Essex Inc. 2005 Employee Stock Purchase Plan* (incorporated herein by reference to Appendix D of the Company's Definitive Proxy Statement on Schedule 14A (File No. 000-50514) filed with the Securities and Exchange Commission on March 30,
2005)                                             
|10.30 |  | Superior Essex Inc. 2005 Executive Bonus Plan* (incorporated herein by reference to Exhibit 99.3 to the Current Report on Form 8-K of Superior Essex Inc. dated May 3, 2005)                                                                                                                             
|10.31 |  | Superior Essex Inc. 2005 Executive Special Recognition Bonus Plan* (incorporated herein by reference to Exhibit 99.4 to the Current Report on Form 8-K of Superior Essex Inc. dated May 3, 2005)                                                                                                         
|31.1  |  | Certification of the Company's Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                         
|31.2  |  | Certification of the Company's Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                         
|32.1  |  | Certification of the Company's Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                         
|32.2  |  | Certification of the Company's Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                         

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

|                  |  | Superior Essex Inc.
|----------------- |  | -------------------
|Date: May 9, 2005 |  | By:                

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