ENCORE WIRE CORP (Form: 10-Q, Received: 05/08/2009 14:02:54)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



þ		QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF
		THE SECURITIES EXCHANGE ACT OF 1934

		For the quarterly period ended
		March 31, 2009

		OR

		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: 000-20278

ENCORE WIRE CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		75-2274963
(State of Incorporation)		(I.R.S. Employer Identification Number)

1329 Millwood Road
McKinney, Texas		75069
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (972) 562-9473

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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	o		Accelerated filer þ
Non-accelerated filer	o	(Do not check if a smaller reporting company)	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

Number of shares of Common Stock outstanding as of April 30, 2009: 22,997,502

ENCORE WIRE CORPORATION

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2009


	Page No.

PART I—FINANCIAL INFORMATION

ITEM 1. Consolidated Financial Statements

Consolidated Balance Sheets March 31, 2009 (Unaudited) and December 31, 2008		1

Consolidated Statements of Income (Unaudited) Quarters ended March 31, 2009 and March 31, 2008		3

Consolidated Statements of Cash Flows (Unaudited) Quarters ended March 31, 2009 and March 31, 2008		4

Notes to Consolidated Financial Statements		5

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		8

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk		13

ITEM 4. Controls and Procedures		13

PART II—OTHER INFORMATION

ITEM 1A. Risk Factors		14

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds		14

ITEM 5. Other Information.		14

ITEM 6. Exhibits		14

Signatures		15
EX-3.1
EX-10.11
EX-31.1
EX-31.2
EX-32.1
EX-32.2

PART I—FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements .

ENCORE WIRE CORPORATION

CONSOLIDATED BALANCE SHEETS



	March 31,			December 31,
	2009			2008
In Thousands of Dollars	(Unaudited)			(See Note)


ASSETS

Current assets:
Cash and cash equivalents	$	230,704		$	217,666
Accounts receivable (net of allowance of $2,075 and $2,000)		109,663			126,184
Inventories		67,491			65,533
Prepaid expenses and other assets		4,408			788
Current income taxes receivable		980			1,587


Total current assets		413,246			411,758

Property, plant and equipment — at cost:
Land and land improvements		11,727			11,727
Construction in progress		10,076			7,483
Buildings and improvements		65,026			65,026
Machinery and equipment		159,949			156,234
Furniture and fixtures		6,674			6,604


Total property, plant, and equipment		253,452			247,074

Accumulated depreciation		(127,057	)		(125,632	)


Net property, plant, and equipment		126,395			121,442

Other assets		129			139


Total assets	$	539,770		$	533,339

Note:

The consolidated balance sheet at December 31, 2008, as presented, is derived from the audited consolidated financial statements at that date.

See accompanying notes.

ENCORE WIRE CORPORATION

CONSOLIDATED BALANCE SHEETS (continued)



	March 31,			December 31,
	2009			2008
In Thousands of Dollars, Except Share Data	(Unaudited)			(See Note)


LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Trade accounts payable	$	12,844		$	4,639
Accrued liabilities		12,592			20,104
Current deferred income taxes		10,201			8,982


Total current liabilities		35,637			33,725

Non-current deferred income taxes		9,611			9,320
Long term notes payable		100,615			100,675

Commitments and contingencies

Stockholders’ equity:
Preferred stock, $.01 par value:
Authorized shares — 2,000,000; none issued		—			—
Common stock, $.01 par value:
Authorized shares — 40,000,000;
Issued shares — 26,146,452 and 26,145,452		262			262
Additional paid-in capital		42,618			42,486
Treasury stock, at cost — 3,148,950 and 3,148,950 Shares		(21,269	)		(21,269	)
Retained earnings		372,296			368,140


Total stockholders’ equity		393,907			389,619


Total liabilities and stockholders’ equity	$	539,770		$	533,339

Note:

The consolidated balance sheet at December 31, 2008, as presented, is derived from the audited consolidated financial statements at that date.

See accompanying notes.

ENCORE WIRE CORPORATION

CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)



	Quarter Ended
	March 31,
In Thousands of Dollars, Except Per Share Data	2009		2008


Net sales	$	144,485	$	281,759
Cost of goods sold		126,650		246,289


Gross profit		17,835		35,470

Selling, general, and administrative expenses		10,608		14,467


Operating income		7,227		21,003

Net interest & other expenses		288		732


Income before income taxes		6,939		20,271

Provision for income taxes		2,323		6,652


Net income	$	4,616	$	13,619


Net income per common and common equivalent share — basic	$	.20	$	.59


Weighted average common and common equivalent share — basic		22,997		23,181

Net income per common and common equivalent share — diluted	$	.20	$	.58


Weighted average common and common equivalent share — diluted		23,277		23,454

Cash dividends declared per share	$	.02	$	.02

See accompanying notes.

ENCORE WIRE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)



	Quarter Ended
	March 31,
In Thousands of Dollars	2009			2008


OPERATING ACTIVITIES
Net income	$	4,616		$	13,619
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		3,494			3,573
Deferred income tax provision (benefit)		1,510			(2,833	)
Other		104			268
Changes in operating assets and liabilities:
Accounts receivable		16,446			(18,798	)
Inventory		(1,958	)		5,597
Accounts payable and accrued liabilities		693			2,429
Other assets and liabilities		144			7,302
Current income taxes receivable / payable		609			18,068


NET CASH PROVIDED BY OPERATING ACTIVITIES		25,658			29,225


INVESTING ACTIVITIES
Purchases of property, plant and equipment		(12,225	)		(3,921	)
Proceeds from sale of equipment		46			31
Other		—			—


NET CASH USED IN INVESTING ACTIVITIES		(12,179	)		(3,890	)


FINANCING ACTIVITIES
Purchase of treasury stock		—			(2,063	)
Proceeds from issuances of common stock		17			24
Dividends paid		(460	)		(464	)
Excess tax benefits of options exercised		2			17


NET CASH USED IN FINANCING ACTIVITIES		(441	)		(2,486	)


Net increase in cash and cash equivalents		13,038			22,849
Cash and cash equivalents at beginning of period		217,666			78,895


Cash and cash equivalents at end of period	$	230,704		$	101,744

See accompanying notes.

ENCORE WIRE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
March 31, 2009

NOTE 1 — BASIS OF PRESENTATION

The unaudited consolidated financial statements of Encore Wire Corporation (the “Company”) have been prepared in accordance with U.S. generally accepted accounting principles for interim information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation, have been included. Results of operations for interim periods presented do not necessarily indicate the results that may be expected for the entire year. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

NOTE 2 — INVENTORIES

Inventories are stated at the lower of cost, determined by the last-in, first-out (LIFO) method, or market.

Inventories consisted of the following:



	March 31,			December 31,
In Thousands of Dollars	2009			2008


Raw materials	$	14,243		$	16,184
Work-in-process		10,948			8,746
Finished goods		60,095			63,718

		85,286			88,648
Adjust to LIFO cost		(17,795	)		(23,115	)
Lower of cost or market adjustment		—			—

	$	67,491		$	65,533

LIFO pools are established at the end of each fiscal year. During the first three quarters of every year, LIFO calculations are based on the inventory levels and costs at that time. Accordingly, interim LIFO balances will fluctuate up and down in tandem with inventory levels and costs.

During the first quarter of 2009, the Company did not liquidate any LIFO inventory layers established in prior years. During 2008, the Company liquidated the remainder of the LIFO inventory layer established in 2006 and a portion of the layer established in 2005. As a result, under the LIFO method, the inventory layers were liquidated at historical costs that were less than current costs, which favorably impacted net income for the first quarter of 2008 by $658,000.

NOTE 3 — ACCRUED LIABILITIES

Accrued liabilities consist of the following:



	March 31,		December 31,
In Thousands of Dollars	2009		2008


Sales volume discounts payable	$	5,685	$	12,706
Property taxes payable		575		2,207
Commissions payable		1,277		1,240
Accrued salaries		1,184		2,572
Other accrued liabilities		3,871		1,379

	$	12,592	$	20,104

NOTE 4 — NET EARNINGS PER SHARE

Net earnings per common and common equivalent share are computed using the weighted average number of shares of common stock and common stock equivalents outstanding during each period. If dilutive, the effect of stock options, treated as common stock equivalents, is calculated using the treasury stock method.

The following table sets forth the computation of basic and diluted net earnings per share:


	Quarter Ended
	March 31,		March 31,
In Thousands	2009		2008


Numerator:
Net income	$	4,616	$	13,619


Denominator:
Denominator for basic earnings per share — weighted average shares		22,997		23,181

Effect of dilutive securities:
Employee stock options		280		273


Denominator for diluted earnings per share — weighted average shares		23,277		23,454

Weighted average employee stock options excluded from the determination of diluted earnings per share were 208,694 in 2009 and 125,030 in 2008. Such options were anti-dilutive for the respective periods.

NOTE 5 — LONG TERM NOTES PAYABLE

The Company is party to a Financing Agreement with two banks, Bank of America, N.A., as Agent, and Wells Fargo Bank, National Association (as amended, the “Financing Agreement”). The Financing Agreement has been amended four times. In 2006, the Financing Agreement was amended twice. The Financing Agreement was first amended May 16, 2006, to expand the Company’s line of credit from $85,000,000 to $150,000,000. The Financing Agreement was amended a second time on August 31, 2006, to expand the Company’s line of credit from $150,000,000 to $200,000,000. In 2007, the Financing Agreement was amended to reflect the Company as the primary obligor of the indebtedness as a result of a reorganization transaction that became effective June 30, 2007. The Financing Agreement was amended a fourth time on August 6, 2008, to decrease the Company’s line of credit from $200,000,000 to $150,000,000. The Financing Agreement, as amended, extends through August 6, 2013, and provides for maximum borrowings of the lesser of $150,000,000 or the amount of eligible accounts receivable plus the amount of eligible finished goods and raw materials, less any reserves established by the banks. The calculated maximum borrowing amount available at March 31, 2009, as computed under the Financing Agreement, as amended, was $129,706,000. Borrowings under the line of credit bear interest, at the Company’s option, at either (1) LIBOR plus a margin that varies from 1.0% to 1.75% depending upon the ratio of debt outstanding to adjusted earnings or (2) the base rate (which is the higher of the federal funds rate plus 0.5% or the prime rate) plus 0% to 0.25% (depending upon the ratio of debt outstanding to adjusted earnings). A commitment fee ranging from 0.20% to 0.375% (depending upon the ratio of debt outstanding to adjusted earnings) is payable on the unused line of credit. On March 31, 2009, there were no borrowings outstanding under the Financing Agreement.

The Company, through its agent bank, is also a party to a Note Purchase Agreement (the “2004 Note Purchase Agreement”) with Hartford Life Insurance Company, Great-West Life & Annuity Insurance Company, London Life Insurance Company and London Life and Casualty Reinsurance Corporation (collectively, the “2004 Purchasers”), whereby the Company issued and sold $45,000,000 of 5.27% Senior Notes, Series 2004-A, due August 27, 2011 (the “Fixed Rate Senior Notes”) to the 2004 Purchasers, the proceeds of which were used to repay a portion of the Company’s outstanding indebtedness under its previous financing agreement. Through its agent bank, the Company was also a party to an interest rate swap agreement to convert the fixed rate on the Fixed Rate Senior Notes to a variable rate based on LIBOR plus a fixed adder for the seven-year duration of these notes. Commensurate with declining interest rates, the Company elected to terminate, prior to its maturity, this swap agreement on November 29, 2007. As a result of this swap termination, the Company received cash proceeds and realized a net settlement gain of $929,231 that was recorded as an adjustment to the carrying amount of the related debt in the consolidated balance sheet. This settlement gain is being amortized into earnings over the remaining term of the associated long term notes payable. During the three months ended March 31, 2009 and 2008, $60,000 and $58,000 was recognized as a reduction in interest expense in the accompanying consolidated statements of income. The unamortized balance remaining at March 31, 2009 was $614,737.

Annuity Insurance Company, whereby the Company issued and sold $55,000,000 of Floating Rate Senior Notes, Series 2006-A, due September 30, 2011 (the “Floating Rate Senior Notes”), the proceeds of which were used to repay a portion of the Company’s outstanding indebtedness under its Financing Agreement.

Obligations under the Financing Agreement, the Fixed Rate Senior Notes and the Floating Rate Senior Notes are unsecured and contain customary covenants and events of default. The Company was in compliance with these covenants, as amended, as of March 31, 2009. Under the Financing Agreement, the 2004 Note Purchase Agreement and the 2006 Note Purchase Agreement, the Company is allowed to pay cash dividends subject to calculated limits based on earnings. At March 31, 2009, the total balance outstanding under the Financing Agreement, the Fixed Rate Senior Notes and the Floating Rate Senior Notes was $100,000,000. Amounts outstanding under the Financing Agreement are payable on August 6, 2013, with interest payments due quarterly. Interest payments on the Fixed Rate Senior Notes are due semi-annually, while interest payments on the Floating Rate Senior Notes are due quarterly. Obligations under the Financing Agreement, the 2004 Note Purchase Agreement and the 2006 Note Purchase Agreement are the only contractual borrowing obligations or commercial borrowing commitments of the Company.

NOTE 6 — STOCK REPURCHASE AUTHORIZATION

On November 10, 2006, the Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to 1,000,000 shares of its common stock through December 31, 2007 on the open market or through privately negotiated transactions at prices determined by the President of the Company. The Company’s Board of Directors has subsequently authorized extensions of this stock repurchase program through December 31, 2008 authorizing the Company to repurchase up to the remaining 990,000 shares of its common stock, and again through February 28, 2010 for up to the remaining 610,000 shares of its common stock. The Company repurchased zero shares of its stock in the first quarter of 2009 and 132,900 shares of its stock in the first quarter of 2008.

NOTE 7 — CONTINGENCIES

There are no material pending proceedings to which the Company is a party or of which any of its property is the subject. However, the Company is a party to litigation and claims arising out of the ordinary business of the Company.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

General

The Company is a low-cost manufacturer of copper electrical building wire and cable. The Company is a significant supplier of residential wire for interior wiring in homes, apartments and manufactured housing and commercial wire for commercial and industrial buildings.

The Company’s operating results in any given time period are driven by several key factors, including the volume of product produced and shipped, the cost of copper and other raw materials, the competitive pricing environment in the wire industry and the resulting influence on gross margins and the efficiency with which the Company’s plants operate during the period, among others. Price competition for electrical wire and cable is intense, and the Company sells its products in accordance with prevailing market prices. Copper is the principal raw material used by the Company in manufacturing its products. Copper accounted for approximately 90.3% and 86.5% of the Company’s cost of goods sold during fiscal 2008 and 2007, respectively. The price of copper fluctuates, depending on general economic conditions and in relation to supply and demand and other factors, which has caused monthly variations in the cost of copper purchased by the Company. The Company cannot predict future copper prices or the effect of fluctuations in the cost of copper on the Company’s future operating results.

The following discussion and analysis relates to factors that have affected the operating results of the Company for the quarterly periods ended March 31, 2009 and 2008. Reference should also be made to the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

Results of Operations

Quarter Ended March 31, 2009 Compared to Quarter Ended March 31, 2008

Net sales for the first quarter of 2009 amounted to $144.5 million compared with net sales of $281.8 million for the first quarter of 2008. This dollar decrease was primarily the result of a 46.6% decrease in the price of wire sold and a 4.0% decrease in the volume of product shipped. The average cost per pound of raw copper purchased decreased 53.7% in the first quarter of 2009 compared to the first quarter of 2008, and was the principal driver of the decreased average sales price of wire. The Company believes the volume of wire sold decreased due to several factors including the slowdown in construction throughout the United States that continued in 2009 and the Company’s concerted efforts to support price increases in the building wire industry instead of cutting prices to increase volumes. Fluctuations in sales prices are primarily a result of changing copper raw material prices and product price competition.

Cost of goods sold decreased to $126.7 million, or 87.7% of net sales, in the first quarter of 2009, compared to $246.3 million, or 87.4% of net sales, in the first quarter of 2008. Gross profit decreased to $17.8 million, or 12.3% of net sales, in the first quarter of 2009 versus $35.5 million, or 12.6% of net sales, in the first quarter of 2008. The decreased gross profit and gross margin percentages were primarily the result of the decreased wire “spreads” in 2009 versus 2008. In comparing the first quarter of 2009 to the first quarter of 2008, the average sales price of wire that contained a pound of copper decreased more than the average price of copper purchased during the quarter. Margins were compressed as the “spread” between the price of wire sold and the cost of raw copper purchased decreased by 22.8%, in addition to the volume decrease discussed above.

Inventories are stated at the lower of cost, using the last-in, first-out (LIFO) method, or market. The Company maintains only one inventory pool for LIFO purposes as all inventories held by the Company generally relate to the Company’s only business

segment, the manufacture and sale of copper building wire products. As permitted by U.S. generally accepted accounting principles, the Company maintains its inventory costs and cost of goods sold on a first-in, first-out (FIFO) basis and makes a quarterly adjustment to adjust total inventory and cost of goods sold from FIFO to LIFO. The Company applies the lower of cost or market (LCM) test by comparing the LIFO cost of its raw materials, work-in-process and finished goods inventories to estimated market values, which are based primarily upon the most recent quoted market price of copper, in pound quantities, as of the end of each reporting period. Additionally, future reductions in the quantity of inventory on hand could cause copper that is carried in inventory at costs different from the cost of copper in the period in which the reduction occurs to be included in cost of goods sold for that period.

As a result of decreasing copper costs, offset slightly by a small increase in the quantity of inventory on hand during the first quarter of 2009, a LIFO adjustment was recorded decreasing cost of sales by $5.3 million during the quarter. Based on copper prices at the end of the quarter, no LCM adjustment was necessary. Future reductions in the price of copper could require the Company to record an LCM adjustment against the related inventory balance, which would result in a negative impact on net income.

Selling expenses for the first quarter of 2009 were $7.6 million, or 5.2% of net sales, compared to $11.8 million, or 4.2% of net sales, in the first quarter of 2008. The dramatic drop in dollars was due to the fact that commissions paid to independent manufacturers reps are relatively constant as a percentage of sales, and therefore, fell in concert with the decreased sales dollars. This was offset somewhat on a percentage basis by freight costs which although down in dollar terms, still rose in percentage terms due to the decrease in sales. Commissions and freight are the only two components of selling expenses. General and administrative expenses increased to $3.0 million, or 2.1% of net sales, in the first quarter of 2009 compared to $2.6 million, or 0.9% of net sales, in the first quarter of 2008. The general and administrative costs are semi-fixed by nature and therefore do not fluctuate proportionately with sales, resulting in the percentage of sales increase in 2009. The provision for bad debts was $75,000 in the first quarter of both 2009 and 2008.

The net interest and other income and expense category had a decrease in expense to $288,000 in the first quarter of 2009 from $732,000 in the first quarter of 2008, due primarily to lower floating interest rates on the Company’s long-term debt. Income Taxes were accrued at an effective rate of 33.5% in the first quarter of 2009 versus 32.8% in the first quarter of 2008 consistent with the Company’s estimated liabilities.

As a result of the foregoing factors, the Company’s net income decreased to $4.6 million in the first quarter of 2009 from $13.6 million in the first quarter of 2008.

Liquidity and Capital Resources

The Company maintains a substantial inventory of finished products to satisfy the prompt delivery requirements of its customers. As is customary in the industry, the Company provides payment terms to most of its customers that exceed terms that it receives from its suppliers. Therefore, the Company’s liquidity needs have generally consisted of operating capital necessary to finance these receivables and inventory. Capital expenditures have historically been necessary to expand the production capacity of the Company’s manufacturing operations. The Company has historically satisfied its

liquidity and capital expenditure needs with cash generated from operations, borrowings under its various debt arrangements and sales of its common stock. Prior to building the current substantial cash balance, the Company historically used its’ revolving credit facility to manage day to day operating cash needs as required by daily fluctuations in working capital, and has the facility in place should such a need arise in the future.

On September 28, 2006, the Company, through its agent bank, entered into a second Note Purchase Agreement (the “2006 Note Purchase Agreement”) with Metropolitan Life Insurance Company, Metlife Insurance Company of Connecticut and Great-West Life & Annuity Insurance Company, whereby the Company issued and sold $55,000,000 of Floating Rate Senior Notes, Series 2006-A, due September 30, 2011 (the “Floating Rate Senior Notes”), the proceeds of which were used to repay a portion of the Company’s outstanding indebtedness under its Financing Agreement.

Cash provided by operating activities was $25.7 million in the first quarter of 2009 compared to $29.2 million in the first quarter of 2008. The following changes in components of cash flow were notable. Earnings decreased in 2009 versus 2008, providing $9.0 million less cash. Accounts receivable declined in the first quarter of 2009, providing $16.4 million in cash, while accounts receivable rose by $18.8 million in 2008, resulting in a use of cash. The dollar value of inventories increased slightly in 2009, consuming $2.0 million in cash versus a source of cash of $5.6 million due to a decrease in inventory in 2008. In 2009, there was $17.5 million less cash provided in the current income taxes receivable / payable category than in 2008, primarily due to the swing from a $9.8 million tax receivable at the end of 2007 to a $8.3 million payable at the end of Q-1 2008. These changes in cash flow were the primary drivers of the $3.5 million decrease in cash flow from operations in the first quarters of 2009 versus 2008.

Cash used in investing activities increased to $12.2 million in the first quarter of 2009 from $3.9 million in the first quarter of 2008. In 2009 and 2008, the funds were used primarily for equipment purchases. The first quarter of 2009 had larger expenditures than 2008 due to the timing of equipment purchases. The $441,000 of cash used by financing activities in the first quarter of 2009 was primarily a result of the Company’s payment of a dividend to stockholders. In 2009, the Company’s revolving line of credit remained at $0 throughout the quarter, with an ending cash balance of $230.7 million.

During the remainder of 2009, the Company expects its capital expenditures will consist primarily of purchases of additional plant and equipment for its building wire operations. The total capital expenditures for all of 2009 associated with these projects are currently estimated to be in the $19.0 to $23.0 million range. The Company will continue to manage its working capital requirements. These requirements may increase as a result of expected sales increases and may be impacted by the price of copper. The Company believes that the current cash balance, the cash flow from operations and the financing available under the Financing Agreement will satisfy working capital and capital expenditure requirements during 2009.

Information Regarding Forward Looking Statements

This report on Form 10-Q contains various “forward-looking statements” (within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) and information that are based on management’s belief as well as assumptions made by and information currently available to management. The words “believes”, “anticipates”, “plans”, “seeks”, “expects”, “intends” and similar expressions identify some of the forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Such statements are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. Among the key factors that may have a direct bearing on the Company’s operating results are fluctuations in the economy and in the level of activity in the building and construction industry, demand for the Company’s products, the impact of price competition and fluctuations in the price of copper. For more information regarding “forward looking statements” see “Information Regarding Forward Looking Statements” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, which is hereby incorporated by reference.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes from the information provided in Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

Item 4. Controls and Procedures.

The Company maintains controls and procedures designed to ensure that information required to be disclosed by it in the reports it files with or submits to the Securities and Exchange Commission (the “SEC”) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including the Chief Executive and Chief Financial Officers, as appropriate to allow timely decisions regarding required disclosure. Based on an evaluation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report conducted by the Company’s management, with the participation of the Chief Executive and Chief Financial Officers, the Chief Executive and Chief Financial Officers conclude that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports it files with or submits to the SEC is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including the Chief Executive and Chief Financial Officers, as appropriate to allow timely decisions regarding required disclosure.

There have been no changes in the Company’s internal control over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting during the period covered by this report.

PART II—OTHER INFORMATION

Item 1A. Risk Factors.

There have been no material changes to the Company’s risk factors as disclosed in Item 1A, “Risk Factors”, in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

Item 5. Other Information.

On May 5, 2009, the Company entered into indemnification agreements with each of its current directors and officers (each, an “Indemnification Agreement”). The Board of Directors of the Company also authorized the Company to enter into an Indemnification Agreement with each future director and officer of the Company. Under each Indemnification Agreement, to induce the director or officer that is a party to such agreement to continue to provide services to the Company, the Company agreed to indemnify each director and officer who was, is or becomes involved in any threatened, pending, or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or investigation that such director or officer in good faith believes might lead to the foregoing actions, of any nature, as a result of his service to the Company, against any and all expenses (including attorneys’ fees) and all other costs, expenses and obligations incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, or to be a witness in or to participate in connection with such action (“Expenses”). Additionally, the Company agreed to advance any and all Expenses actually incurred by such director or officer within ten days after the Company receives evidence of the incurrence of such Expenses.

The description of the Indemnification Agreement as set forth herein does not purport to be complete and is qualified in its entirety by reference to the form of the Indemnification Agreement which is attached hereto as Exhibit 10.11 and incorporated by reference herein.

Item 6. Exhibits.

The information required by this Item 6 is set forth in the Index to Exhibits accompanying this Form 10-Q.

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.


	ENCORE WIRE CORPORATION (Registrant)
Dated: May 8, 2009	/s/ DANIEL L. JONES
	Daniel L. Jones, President and
	Chief Executive Officer

Dated: May 8, 2009	/s/ FRANK J. BILBAN
	Frank J. Bilban, Vice President — Finance,
	Treasurer and Secretary Chief Financial Officer

INDEX TO EXHIBITS


Exhibit
Number		Description

3.1		Certificate of Incorporation of Encore Wire Corporation and all amendments thereto.

3.2		Amended and Restated Bylaws of Encore Wire Corporation, as amended through February 20, 2006 (filed as Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, and incorporated herein by reference).

10.1		Credit Agreement by and among Encore Wire Limited, as Borrower, Bank of America, N.A., as Agent, and Bank of America, N.A. and Wells Fargo Bank, National Association, as Lenders, dated August 27, 2004 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 and incorporated herein by reference).

10.2		First Amendment to Credit Agreement of August 27, 2004, dated May 16, 2006, by and among Encore Wire Limited, as Borrower, Bank of America, N.A., as Agent, and Bank of America, N.A. and Wells Fargo Bank, National Association, as Lenders (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 and incorporated herein by reference).

10.3		Second Amendment to Credit Agreement of August 27, 2004, dated August 31, 2006 by and among Encore Wire Limited, as Borrower, Bank of America, N.A., as Agent and, Bank of America, N.A. and Wells Fargo Bank National Association, as Lenders (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 and incorporated herein by reference).

10.4		Third Amendment to Credit Agreement of August 27, 2004, dated June 29, 2007 by and among Encore Wire Corporation, as Borrower, Bank of America, N.A., as Agent, and Bank of America, N.A. and Wells Fargo Bank, National Association, as Lenders (filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, and incorporated herein by reference).

10.5		Fourth Amendment to Credit Agreement of August 27, 2004, dated August 6, 2008, by and among Encore Wire Corporation, as Borrower, Bank of America, N.A., as Agent, and Bank of America, N.A. and Wells Fargo Bank, National Association, as Lenders (filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, and incorporated herein by reference).


Exhibit
Number		Description

10.6		Note Purchase Agreement for $45,000,000 of 5.27% Senior Notes, Series 2004-A due August 27, 2011, by and among Encore Wire Limited and Encore Wire Corporation, as Debtors, and Hartford Life Insurance Company, Great-West Life & Annuity Insurance Company, London Life Insurance Company and London Life and Casualty Reinsurance Corporation, as Purchasers, dated August 1, 2004 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 and incorporated herein by reference).

10.7		Waiver to Note Purchase Agreement for $45,000,000 of 5.27% Senior Notes, Series 2004-A, due August 27, 2011, by and among Encore Wire Limited and Encore Wire Corporation, as Debtors, and Hartford Life Insurance Company, Great-West Life and Annuity Insurance Company, London Life Insurance Company, London Life and General Reinsurance Company Limited, as Holders, dated June 29, 2007 (filed as Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, and incorporated herein by reference).

10.8		Master Note Purchase Agreement for $300,000,000 Aggregate Principal Amount of Senior Notes Issuable in Series, by and among Encore Wire Limited and Encore Wire Corporation, as Debtors, and Metropolitan Life Insurance Company, Metlife Insurance Company of Connecticut and Great-West Life & Annuity Insurance Company, as Purchasers, dated September 28, 2006 (filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 and incorporated herein by reference).

10.9		Waiver to Master Note Purchase Agreement for $55,000,000 of Floating Rate Senior Notes, Series 2006-A, due September 30, 2011, by and among Encore Wire Limited and Encore Wire Corporation, as Debtors, and Metropolitan Life Insurance Company, Metlife Insurance Company of Connecticut and Great-West Life & Annuity Insurance Company, as Holders, dated June 29, 2007 (filed as Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, and incorporated herein by reference).

10.10*		1999 Stock Option Plan, as amended and restated, effective as of February 20, 2006 (filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (No. 333-138165), and incorporated herein by reference).

10.11		Form of Indemnification Agreement.

31.1		Certification by Daniel L. Jones, President and Chief Executive Officer of Encore Wire Corporation, dated May 8, 2009 and submitted pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


Exhibit
Number		Description

31.2		Certification by Frank J. Bilban, Vice President-Finance, Chief Financial Officer, Treasurer and Secretary of Encore Wire Corporation, dated May 8, 2009 and submitted pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification by Daniel L. Jones, President and Chief Executive Officer of Encore Wire Corporation, dated May 8, 2009 and submitted as required by 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification by Frank J. Bilban, Vice President-Finance, Chief Financial Officer, Treasurer and Secretary of Encore Wire Corporation, dated May 8, 2009 as required by 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


*		Compensatory plan.

Exhibit 3.1

CERTIFICATE OF INCORPORATION
OF
ENCORE WIRE CORPORATION

FIRST: The name of the Corporation is Encore Wire Corporation.

SECOND: The address of its registered office in Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19601, and the name of its registered agent at such address is The Corporation Trust Company.

THIRD: The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The aggregate number of shares of capital stock which the Corporation shall have authority to issue is Seven Million (7,000,000), consisting of:

(i) Two Million (2,000,000) shares having a par value of One Cent ($0.01) each, to be designated “Convertible Preferred Stock”; and

(ii) Five Million (5,000,000) shares having a par value of One Cent ($0.01) each, to be designated “Common Stock”.

A complete statement of the designations, powers, preferences, rights, qualifications, limitations and restrictions of the shares of each class of capital stock of the Corporation is set forth below:

Section 1 . Voting Rights .

(a) Convertible Preferred Stock . Except as otherwise provided by law or in Section 6 below, the holders of Convertible Preferred Stock shall have no right or power to vote on any question or in any proceeding.

(b) Common Stock . Each holder of Common Stock shall be entitled to one vote for each share of Common Stock standing in such holder’s name on the books of the Corporation on the record date for the determination of stockholders entitled to notice of and to vote at any annual or special meeting of stockholders.

Section 2 . Dividends .

(a) Convertible Preferred Stock . Dividends may be paid to the holders of record of outstanding shares of Convertible Preferred Stock when and as declared by the Board of Directors of the Corporation from time to time out of the funds of the Corporation at the time legally available therefor.

(b) Common Stock . Dividends may be paid to the holders of record of outstanding shares of Common Stock when and as declared by the Board of Directors of the Corporation

from time to time out of the funds of the Corporation at the time legally available therefor; provided, however, that no dividend (other than a dividend of shares of Common Stock) may be paid on the outstanding Common Stock unless a dividend of an equal amount per share is at the same time paid on the outstanding shares of the Convertible Preferred Stock. If the number of shares of Common Stock outstanding at any time after the date of issuance of the Convertible Preferred Stock is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then no dividends (other than a dividend of shares of Common Stock) shall be paid on the outstanding Common Stock unless a dividend is paid on the outstanding shares of the Convertible Preferred Stock in a per share amount equal to the product of the amount of the per share dividend proposed to be paid on the Common Stock multiplied by the percentage that the amount of outstanding shares of Common Stock immediately after the stock dividend, subdivision or split-up is of the amount of outstanding shares of Common Stock immediately prior to such stock dividend, subdivision or split-up.

Section 3 . No Redemption . The outstanding shares of Convertible Preferred Stock and the outstanding shares of Common Stock of the Corporation shall not be callable or redeemable by the Corporation. Any shares of Convertible Preferred Stock or Common Stock otherwise purchased or acquired by the Corporation shall have the status of treasury shares until such time as the shares are cancelled pursuant to the provisions of the General Corporation Law of the State of Delaware.

Section 4 . Preference on Liquidation, Dissolution or Winding Up .

(a) Definition . A consolidation or merger of the Corporation, a sale or transfer of substantially all of its assets as an entirety or any purchase or redemption of stock of the Corporation of any class, shall not be regarded as “liquidation, dissolution or winding up of the affairs of the Corporation” within the meaning of this Section 4.

(b) Distribution of Assets . In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of shares of Convertible Preferred Stock then outstanding shall be entitled to receive, out of the assets of the Corporation available for distribution to its stockholders, and before any distribution of any assets to the holders of Common Stock, a preferential liquidating payment equal to One Dollar ($1.00) per share of Convertible Preferred Stock.

(c) Partial Payments to be Made Ratably . If, in the event of any such liquidation, dissolution or winding up of the Corporation, the assets available for distribution to the stockholders of the Corporation are insufficient to permit the payment of the full preferential liquidating payment to the holders of outstanding Convertible Preferred Stock, the entire amount of such assets shall be distributed ratably to the holders of the outstanding Convertible Preferred Stock of the Corporation in proportion to the full preferential amounts to which they are respectively entitled.

(d) Distribution to Holders of Common Stock . If upon such liquidation, dissolution or winding up, the assets of the Corporation are sufficient to permit the payment of $1.00 per share to each holder of Convertible Preferred Stock, then the remainder of the assets of the Corporation, if any, after the distributions as aforesaid shall be distributed and divided (i) among

the holders of Convertible Preferred Stock and Common Stock then outstanding so that each such holder receives the same per share distribution (unless the number of shares of Common Stock outstanding is increased as described in (ii) below) or (ii) if the number of shares of Common Stock outstanding at any time after the date of issuance of the Convertible Preferred Stock is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then among the holders of Convertible Preferred Stock and Common Stock then outstanding with each holder of Convertible Preferred Stock getting a per share distribution equal to the product of the distribution to be paid for each share of Common Stock multiplied by the percentage that the amount of outstanding shares of Common Stock immediately after the stock dividend, subdivision or split-up is of the amount of outstanding shares of Common Stock immediately prior to such stock dividend, subdivision or split-up.

Section 5 . Conversion Right . The Convertible Preferred Stock shall be convertible into Common Stock as follows:

(a) Optional Conversion . Subject to and upon compliance with the provisions of this Section 5, the holder of any shares of Convertible Preferred Stock shall have the right at such holder’s option, at any time or from time to time, from and after the date of original issuance thereof, to convert all or any part of such holder’s shares of Convertible Preferred Stock into fully paid and nonassessable shares of Common Stock upon the terms hereinafter set forth.

(b) Number of Shares . Each share of Convertible Preferred Stock shall be convertible into one share of Common Stock, subject to adjustment as described in subsection 5(e).

(c) Mechanics of Conversion . The holder of any shares of Convertible Preferred Stock may exercise the conversion right specified in subsection 5(a) by surrendering to the Corporation or any transfer agent of the Corporation the certificate or certificates for the shares to be converted, accompanied by written notice stating that the holder elects to convert all, or a specified portion of, the shares represented thereby. Conversion shall be deemed to have been effected on the date when delivery of notice of an election to convert and certificates for shares is made, and any such date is referred to herein as the “Conversion Date”. Subject to the provisions of clause (v) of subsection 5(e), as promptly as practicable thereafter the Corporation shall issue and deliver to or upon the written order of such holder a certificate or certificates for the number of full shares of Common Stock to which such holder is entitled rounded up to the next whole share as provided in subsection 5(d). Subject to the provisions of clause (v) of subsection 5(e), the person in whose name the certificate or certificates of Common Stock are to be issued shall be deemed to have become a holder of record of such Common Stock on the applicable Conversion Date.

(d) Fractional Shares . No fractional shares of Common Stock or scrip shall be issued upon conversion of shares of Convertible Preferred Stock. Instead of any fractional shares of Common Stock which would otherwise be issuable upon conversion of any shares of Convertible Preferred Stock, the number of full shares of Common Stock issuable upon conversion thereof shall be increased to the next higher number of whole shares.

(e) Conversion Adjustments . The securities or other property deliverable upon conversion of the Convertible Preferred Stock shall be subject to adjustment from time to time as follows:

(i) Stock Dividends . If the number of shares of Common Stock outstanding at any time after the date of issuance of the Convertible Preferred Stock is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then immediately after the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend or the effective date of such subdivision or split-up, as the case may be, the number of shares of Common Stock into which each share of Convertible Preferred Stock is convertible shall be increased so that the holder of any shares of Convertible Preferred Stock thereafter converted shall be entitled to receive the number of shares of Common Stock of the Corporation which he would have owned immediately following such action had such shares of Convertible Preferred Stock been converted immediately prior thereto.

(ii) Combination of Stock . If the number of shares of Common Stock outstanding at any time after the date of issuance of the Convertible Preferred Stock is decreased by a combination or reverse stock split of the outstanding shares of Common Stock, then, immediately after the effective date of such combination or reverse stock split, the number of shares of Common Stock into which each share of Convertible Preferred Stock is convertible shall be decreased so that the holder of any shares of Convertible Preferred Stock thereafter converted shall be entitled to receive the number of shares of Common Stock of the Corporation which he would have owned immediately following such action had such shares of Convertible Preferred Stock been converted immediately prior thereto.

(iii) Reorganizations . In case of any capital reorganization of the Corporation, or of any reclassification of the Common Stock, or in case of the consolidation of the Corporation with or the merger of the Corporation with or into any other person or of the sale, lease or other transfer of all or substantially all of the assets of the Corporation to any other person, or in the case of any distribution of cash or other assets or of notes or other indebtedness of the Corporation or any other securities of the Corporation (except Common Stock) to the holders of its Common Stock, each share of Convertible Preferred Stock shall, after such capital reorganization, reclassification, consolidation, merger, sale, lease or other transfer or such distribution, be convertible into the number of shares of stock or other securities or property to which the Common Stock issuable (at the time of such capital reorganization, reclassification, consolidation, merger, sale, lease or other transfer or such distribution), upon conversion of such share of Convertible Preferred Stock would have been entitled upon such capital reorganization, reclassification, consolidation, merger, sale, lease or other transfer or such distribution in place of (or in addition to, in the case of any such event after which Common Stock remains outstanding) the shares of Common Stock into which such share of Convertible Preferred Stock would otherwise have been convertible; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the holders of the shares of Convertible Preferred Stock shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any share of stock or other securities or property thereafter deliverable on the conversion of the shares of Convertible Preferred Stock.

(iv) Rounding of Calculations; Adjustments . All calculations under this subsection 5(e) shall be made to the nearest one-thousandth (1/1000th) of a share. If the events described in (i), (ii) or (iii) of this subsection 5(e) occur more than once, the procedures in those clauses shall be repeated so that each holder of Convertible Preferred Stock is left with in substance the same economic conversion rights that such holder had prior to the occurrence of the events described in (i), (ii) or (iii).

(v) Timing of Issuance of Additional Common Stock Upon Certain Adjustments . In any case in which the provisions of this subsection 5(e) shall require that an adjustment shall become effective immediately after a record date for an event, the Corporation may defer until the occurrence of such event issuing to the holder of any share of Convertible Preferred Stock converted after such record date and before the occurrence of such event the additional shares of Common Stock or other property issuable or deliverable upon such conversion by reason of the adjustment required by such event over and above the shares of Common Stock or other property issuable or deliverable upon such conversion before giving effect to such adjustment; provided, however, that the Corporation upon request shall deliver to such holder a due bill or other appropriate instrument evidencing such holder’s right to receive such additional shares or other property, upon the occurrence of the event requiring such adjustment.

(f) Statement Regarding Adjustments . Whenever there is an adjustment as provided in subsection 5(e), the Corporation shall forthwith file, at the office of any transfer agent for the Convertible Preferred Stock and at the principal office of the Corporation, a statement showing in detail the facts requiring such adjustment and the conversion ratio that shall be in effect after such adjustment, and the Corporation shall also cause a copy of such statement to be sent by mail, first class postage prepaid, to each holder of shares of Convertible Preferred Stock at such holder’s address appearing on the Corporation’s records. Where appropriate, such copy may be given in advance and may be included as part of a notice required to be mailed under the provisions of subsection 5(g).

(g) Notice to Holders . In the event the Corporation shall propose to take any action of the type described in clause (i), (ii) or (iii) of subsection 5(e), the Corporation shall give written notice to each holder of shares of Convertible Preferred Stock, in the manner set forth in subsection 5(f), which notice shall specify the record date, if any, with respect to any such action and the approximate date on which such action is to take place. Such notice shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the conversion ratio and the number, kind or class of shares or other securities or property which shall be deliverable or purchasable upon the occurrence of such action or deliverable upon conversion of shares of Convertible Preferred Stock. In the case of any action which would require the fixing of a record date, such notice shall be given at least 10 days prior to the date so fixed, and in case of all other action, such notice shall be given at least 15 days prior to the taking of such proposed action.

(h) Costs . The Corporation shall pay all documentary, stamp, transfer or other transactional taxes attributable to the issuance or delivery of shares of Common Stock of the Corporation or other securities or property upon conversion of any shares of Convertible Preferred Stock; provided, however, that the Corporation shall not be required to pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares or securities in the name other than that of the holder of the shares of Convertible Preferred Stock in respect of which such shares are being issued.

(i) Reservation of Shares . The Corporation shall reserve at all times so long as any shares of Convertible Preferred Stock remain outstanding, free from preemptive rights, out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of shares of Convertible Preferred Stock, sufficient shares of Common Stock to provide for the conversion of all outstanding shares of Convertible Preferred Stock and set aside and keep available any other property deliverable upon conversion of all outstanding shares of Convertible Preferred Stock.

(j) Approvals . If any shares of Common Stock or other securities to be reserved for the purpose of conversion of shares of Convertible Preferred Stock require registration with, or approval of, any governmental authority under any Federal or state law before such shares or other securities may be validly issued or delivered upon conversion, then the Corporation will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be.

(k) Valid Issuance . All shares of Common Stock or other securities which may be issued upon conversion of the shares of Convertible Preferred Stock will upon issuance by the Corporation be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof and the Corporation shall take no action which will cause a contrary result.

Section 6 . Limitations . So long as any shares of Convertible Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote or the written consent as provided by law, of the holders of at least two-thirds of the outstanding shares of Convertible Preferred Stock, voting as a class, (a) create, authorize or issue any class of stock ranking either as to payment of dividends or distribution of assets senior to or on parity with the Convertible Preferred Stock; (b) change the preferences, rights or limitations with respect to the Convertible Preferred Stock, in any material respect prejudicial to the holders thereof; or (c) increase the number of outstanding shares of Convertible Preferred Stock by a stock dividend payable in shares of Convertible Preferred Stock or by a subdivision or split-up of shares of Convertible Preferred Stock, or decrease the number of shares of Convertible Preferred Stock outstanding by a combination or reverse stock split of the outstanding shares of Convertible Preferred Stock.

FIFTH: The name and address of the incorporator of the Corporation is David L. Emmons, 3300 First City Center, 1700 Pacific Avenue, Dallas, Texas 75201.

SIXTH: The number of directors of the Corporation shall be fixed by, or in the manner provided in, the Bylaws of the Corporation. The names and addresses of the persons who are to

serve as its directors until the first annual meeting of its stockholders, and until their respective successors are duly elected and qualified, are as follows:


Name		Address

Vincent A. Rego		407 Thompson Drive
		Richardson, Texas 75080

Donald M. Spurgin		178 Skyline
		Plano, Texas 75074

A. A. Gingel		31010 San Clamente
		Hayward, California 94920

James Mitchell		186 St. Thomas Way
		Paradise Key
		Tiberon, California 94920

Jack O’Neill		4410 West 82nd Trail
		Prairie Village, Kansas 66208

SEVENTH: To the fullest extent permitted by applicable law, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that the foregoing clause shall not eliminate or limit the liability of a director (i) for any breach of such director’s duty of loyalty to the Corporation or its stockholders; (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of the law; (iii) under Section 174 of the General Corporation Law of the State of Delaware; or (iv) for any transaction from which such director derived an improper benefit.

Notwithstanding the foregoing provisions of this Article, if the General Corporation Law of the State of Delaware is amended after the date hereof to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended.

Any repeal or amendment of this Article, or the adoption of any other provision of this Certificate of Incorporation inconsistent with this Article, by the stockholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of this Corporation existing at the time of such repeal, amendment or adoption of an inconsistent provision.

EIGHTH: In furtherance and not in limitation of the powers conferred by applicable law, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation.

NINTH: If the General Corporation Law of the State of Delaware, as amended, requires the approval of an action of the Corporation by the holders of a majority or a higher percentage

of the outstanding stock of the Corporation entitled to vote thereon, the approval of the holders of at least two-thirds of the outstanding stock of the Corporation entitled to vote thereon shall be required for such action.

TENTH: The Corporation shall not take action by written consent of less than all the stockholders entitled to vote on such action.

IN WITNESS WHEREOF, the undersigned as executed this Certificate of Incorporation on this 4th day of April, 1989.



	/s/ David L. Emmons
	David L. Emmons

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ENCORE WIRE CORPORATION

ENCORE WIRE CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

FIRST : That by unanimous written consent dated as of April 21, 1989, the Board of Directors of the Corporation adopted certain resolutions (i) proposing that the Certificate of Incorporation of the Corporation be amended in the manner set forth below, (ii) declaring the proposed amendment to be advisable and in the best interests of the Corporation and its stockholders and (iii) calling for the proposed amendment to be submitted to the stockholders of the Corporation for their approval and adoption by written consent. The resolution adopted by the Board of Directors of the Corporation setting forth the proposed amendment is as follows:

RESOLVED, that the undersigned hereby deem it advisable and in the best interests of the Corporation and its stockholders and propose and recommend to the stockholders of the Corporation that subsection 5(e)(i) of Article FOURTH of the Certificate of Incorporation of the Corporation be amended to read in its entirety as follows:

distribution, be convertible into the number of shares of stock or other securities or property to which the Common Stock issuable (at the time of such capital reorganization, reclassification, consolidation, merger, sale, lease or other transfer or such distribution) upon conversion of such share of Convertible Preferred Stock would have been entitled upon such capital reorganization, reclassification, consolidation, merger, sale, lease or other transfer or such distribution in place of (or in addition to, in the case of any such event after which Common Stock remains outstanding) the shares of Common Stock into which such share of Convertible Preferred Stock would otherwise have been convertible; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the holders of the shares of Convertible Preferred Stock shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any share of stock or other securities or property thereafter deliverable on the conversion of the shares of Convertible Preferred Stock.

SECOND : That thereafter, pursuant to a unanimous written consent effective as of April 24, 1989, the proposed amendment was adopted by all of the holders of outstanding capital stock of the Corporation.

THIRD : That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has caused this Certificate of Amendment to be executed on its behalf by Vincent A. Rego, its Chairman of the Board of Directors and attested by Donald M. Spurgin, its Secretary as of April 24, 1989.


	ENCORE WIRE CORPORATION
	By:	/s/ Vincent A. Rego
		Vincent A. Rego,
		Chairman of the Board of Directors


[Corporate Seal] ATTEST:
/s/ Donald M. Spurgin
Donald M. Spurgin
Secretary

CERTIFICATE OF CORRECTION FILED TO CORRECT
A CERTAIN ERROR IN THE CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF ENCORE WIRE CORPORATION
FILED IN THE OFFICE OF THE SECRETARY OF STATE
OF DELAWARE ON APRIL 24, 1989

Encore Wire Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

1. The name of the corporation is Encore Wire Corporation.

2. That a Certificate of Amendment was filed by the Secretary of State of Delaware on April 24, 1989 and that said certificate requires correction as permitted by subsection (f) of section 103 of The General Corporation Law of the State of Delaware.

3. The inaccuracy or defect of said certificate to be corrected is as follows: As the result of a typographical error, the instrument is an inaccurate record of the corporate action therein referred to. The quoted text of the resolution of the Board of Directors calling for the amendment of the Certificate of Incorporation incorrectly references the subsection of the Certificate of Authority to be amended. The reference to subsection 5(e)(i) should have referred to subsection 5(e)(iii).

4. The first clause, ending with a colon, of the resolution of the Board of Directors set forth in Article First of the certificate is corrected to read as follows:

RESOLVED, that the undersigned hereby deem it advisable and in the best interests of the Corporation and its stockholders and propose and recommend to the stockholders of the Corporation that subsection 5(e)(iii) of Article FOURTH of the Certificate of Incorporation of the Corporation be amended to read in its entirety as follows:

IN WITNESS WHEREOF, said Encore Wire Corporation has caused this certificate to be signed by Vincent A. Rego, its Chairman of the Board of Directors, and attested by Donald M. Spurgin, its Secretary, this 25th day of April, 1989.


	ENCORE WIRE CORPORATION
	By:	/s/ Vincent A. Rego
		Vincent A. Rego,
		Chairman of the Board of Directors


ATTEST:
By:	/s/ Donald M. Spurgin
	Donald M. Spurgin
	Secretary

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION OF

ENCORE WIRE CORPORATION

ENCORE WIRE CORPORATION, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:

FIRST: That the Board of Directors of the Corporation, in a properly constituted meeting thereof held on April 27, 1992, duly adopted the following resolution providing for the following amendments to the Certificate of Incorporation of the Corporation:

RESOLVED, that the Board of Directors of the Corporation deems and declares it to be advisable and in the best interests of the Corporation and its stockholders, and proposes and recommends to the stockholders of the Corporation, that the Certificate of Incorporation of the Corporation be amended by changing Article FOURTH thereof in the following respects:

1. By changing the first sentence of Article Fourth to read in its entirety as follows:

“FOURTH: The aggregate number of shares of capital stock which the Corporation shall have authority to issue is Twenty-Two Million (22,000,000), consisting of:

(i) Two Million (2,000,000) shares, par value $.01 per share, to be designated “Preferred Stock”; and

(ii) Twenty Million (20,000,000) shares, par value $.01 per share, to be designated “Common Stock”.”

Upon this amendment to the Certificate of Incorporation becoming effective pursuant to the General Corporation Law of the State of Delaware (the “Effective Time”): (A) each outstanding share of Common Stock of the Corporation, par value $.01 per share (“Existing Shares”), shall be reclassified as and changed into 1.37 shares of Common Stock of the Corporation, par value $.01 per share (“New Shares”), without any action by the holder thereof, provided that no fractional shares shall result from such reclassification and change of Common Stock or constitute part of the New Shares, but rather the Corporation shall pay in cash to any stockholder who would be entitled to receive fractional shares upon such reclassification the fair value as of the Effective Time of any such fractional shares; (B) each certificate that represents Existing Shares outstanding immediately prior to the Effective Time shall thereafter be deemed to evidence

that number of New Shares determined by multiplying the number of Existing Shares previously evidenced by such certificate by 1.37 and rounding down to the nearest whole number, and (C) each holder of Record of Existing Shares at the Effective Time shall thereafter be entitled to receive from the Corporation a certificate or certificates evidencing the number of New Shares that such Existing Shares are reclassified as and changed into pursuant to this amendment, upon the surrender by such holder to the Corporation of the certificate or certificates that represented such Existing Shares.

2. By adding a new subsection 5(1) to Section 5 thereof to read in its entirety as follows:

“(1) Each share of Convertible Preferred Stock shall be automatically converted into one share of Common Stock, subject to adjustment as described in subsection 5(e), concurrently with the receipt by the Corporation of the proceeds from the issuance of any debt or equity securities of the Corporation issued pursuant to a registration statement filed under the Securities Act of 1933, as amended, provided, that the Corporation receives no less than $5,000,000 in net proceeds pursuant to the offering.”

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a unanimous written consent of the stockholders of the Corporation entitled to vote thereon was duly executed in accordance with Section 228(a) of the General Corporation Law of the State of Delaware approving said amendments.

THIRD: That said amendments were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: That the capital of the Corporation will not be reduced under or by reason of said amendments.

IN WITNESS WHEREOF, said Encore Wire Corporation has caused this certificate to be signed by Donald M. Spurgin, its President, and by Nicholas B. Vita, its Secretary, this 30th day of April, 1992.


	ENCORE WIRE CORPORATION
	By:	/s/ Donald M. Spurgin
		Donald M. Spurgin, President


ATTEST:
By:	/s/ Nicholas B. Vita
	Nicholas B. Vita, Secretary

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION OF

ENCORE WIRE CORPORATION

ENCORE WIRE CORPORATION, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:

1. By changing Article FOURTH thereof so that, as amended said Article FOURTH shall read in its entirety as follows:

“FOURTH: Section 1. The total number of shares of all classes of stock which the corporation shall have authority to issue is Twenty-Two Million (22,000,000), consisting of:

(i) Two Million (2,000,000) shares, par value $.01 per share, to be designated “Preferred Stock”; and

(ii) Twenty Million (20,000,000) shares, par value $.01 per share, to be designated “Common Stock”.

Section 2. The Board of Directors is hereby expressly authorized, by resolution or resolutions, to provide, out of the unissued shares of Preferred Stock, for series of Preferred Stock. Before any shares of any such series are issued, the Board of Directors shall fix, and hereby is expressly empowered to fix, by resolution or resolutions, the following provisions of the shares thereof:

(a)

the designation of such series, the number of shares to constitute such series and the stated value thereof if different from the par value thereof;

	(b)		whether the shares of such series shall have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights, which may be general or limited;

	(c)		the dividends, if any, payable on such series, whether any such dividends shall be cumulative, and, if so, from what dates, the conditions and dates upon which such dividends shall be payable, the preference or relation which such dividends shall bear to the dividends payable on any shares of stock of any other class or any other series of this class;

	(d)		whether the shares of such series shall be subject to redemption by the corporation, and, if so, the times, prices and other conditions of such redemption;

	(e)		by the amount or amounts payable upon shares of such series upon, and the rights of the holders of such series in, the voluntary or involuntary liquidation, dissolution or winding up, or upon any distribution of the assets, of the corporation;

	(f)		whether the shares of such series shall be subject to the operation of a retirement or sinking fund and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the shares of such series for retirement or other corporate purposes and the terms and provisions relative to the operation thereof;

	(g)		whether the shares of such series shall be convertible into, or exchangeable for, shares of stock of any other class or any other series of this class or any other securities and, if so, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of conversion or exchange;

	(h)		the limitations and restrictions, if any, to be effective while any shares of such series are outstanding upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition by the corporation of, the Common Stock or shares of stock of any other class or any other series of this class;

	(i)		the conditions or restrictions, if any, upon the creation of indebtedness of the corporation or upon the issue of any

additional stock, including additional shares of such series or of any other series of this class or of any other class; and

(j)

any other powers, preferences and relative, participating, optional and other special rights, and any qualifications, limitations and restrictions thereof.

The powers, preferences and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations or restrictions thereof; if any, may differ from those of any and all other series at any time outstanding. All shares of any one series of Preferred Stock shall be identical in all respects with all other shares of such series, except that shares of any one series issued at different times may differ as to the dates from which dividends thereon shall be cumulative.

Section 3. Each holder of Common Stock shall be entitled to one vote for each share of Common Stock held of record on all matters on which stockholders generally are entitled to vote. Subject to the provisions of law and the rights of the holders of any class or series of stock having a preference as to dividends over the Common Stock then outstanding, dividends may be paid on the Common Stock at such times and in such amounts as the Board of Directors shall determine. Upon the dissolution, liquidation or winding up of the corporation, after any preferential amounts to be distributed to the holders of any class or series of stock having a preference over the Common Stock then outstanding have been paid or declared and set apart for payment, the holders of the Common Stock shall be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders ratably in proportion to the number of shares held by them, respectively.”

2. By deleting Article NINTH in its entirety and redesignating Article TENTH as Article NINTH.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a unanimous written consent of stockholders of the Corporation entitled to vote thereon was duly executed in accordance with Section 228(a) of the General Corporation Law of the State of Delaware approving said amendments.

THIRD: That said amendments were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: That the capital of the Corporation will not be reduced under or by reason of said amendments.

IN WITNESS WHEREOF, said Encore Wire Corporation has caused this certificate to be signed by Donald M. Spurgin, its President, and Nicholas B. Vita, its Secretary, this 23rd day of July, 1992.


	ENCORE WIRE CORPORATION
	By:	/s/ Donald M. Spurgin
		Donald M. Spurgin, President


ATTEST:
By:	/s/ Nicholas B. Vita
	Nicholas B. Vita, Secretary

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
ENCORE WIRE CORPORATION

Encore Wire Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows:

FIRST : That the Board of Directors of the Corporation, in a properly constituted meeting thereof held on May 4, 2004, duly adopted the following resolution providing for the following amendment to the Certificate of Incorporation of the Corporation.

“Fourth: Section 1. The total number of shares of all classes of stock which the corporation shall have authority to issue is Forty-Two Million (42,000,000), consisting of:

	(i)		Two Million (2,000,000) shares, par value $.01 per share, to be designated “Preferred Stock”; and

	(ii)		Forty Million (40,000,000) shares, par value $.01 per share, to be designated “Common Stock”.”

SECOND : Thereafter, pursuant to resolution of its Board of Directors, a majority of the outstanding stock entitled to vote thereon was voted in favor of the forgoing amendment at a special meeting of stockholders of the Corporation duly called and held upon notice in accordance Section 222 of the General Corporation Law of the State of Delaware.

THIRD : That the forgoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH : That the capital of the Corporation will not be reduced under or by reason of the forgoing amendment.

IN WITNESS WHEREOF, Encore Wire Corporation has caused this certificate to be signed by Vincent A. Rego, its Chairman of the Board and Chief Executive Officer, and Frank J. Bilban, its Secretary, this 20th day of July, 2004.


	ENCORE WIRE CORPORATION
	By:	/s/ Vincent A. Rego
		Vincent A. Rego, Chairman and
		Chief Executive Officer


ATTEST:
/s/ Frank J. Bilban
Frank J. Bilban, Secretary

CERTIFICATE OF OWNERSHIP AND MERGER
of
EWC GP CORP.
(a Delaware corporation)
with and into
ENCORE WIRE CORPORATION
(a Delaware corporation)

(UNDER SECTION 253 OF THE GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE)

Encore Wire Corporation, a Delaware corporation, hereby certifies that:

(1) The name and state of incorporation or formation of each of the constituent corporations are:

	(a)		Encore Wire Corporation, a Delaware corporation (the “Corporation”); and

	(b)		EWC GP Corp., a Delaware corporation (“EWC GP”).

(2) The Corporation owns 100% of the issued and outstanding shares of the capital stock of EWC GP.

(3) The Corporation shall be the surviving corporation in the merger and its name shall remain “Encore Wire Corporation”.

(4) The Certificate of Incorporation of the Corporation shall be the Certificate of Incorporation of the surviving corporation.

(5) Pursuant to Section 253 of the General Corporation Law of the State of Delaware (the “DGCL”), the Board of Directors of the Corporation adopted resolutions authorizing the merger of EWC GP with and into the Corporation by unanimous written consent. A copy of such resolutions, which were adopted as of June 25, 2007, is attached as Exhibit A hereto.

(6) The merger is to be effective at 12:03 a.m. Eastern Time on June 29, 2007.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by its authorized officer on the 28th day of June, 2007.


ENCORE WIRE CORPORATION
By:	/s/ Daniel L. Jones
	Name:	Daniel L. Jones
	Title:	President

EXHIBIT A

Relating to Merger of EWC GP Corp, into and with Encore Wire Corporation (the “Corporation”)

WHEREAS, the 2007 Reorganization contemplates that EWC GP Corp. be merged into and with the Corporation with the Corporation as the surviving corporation to be governed by the laws by the State of Delaware; and

WHEREAS, after careful consideration by the Board of Directors the conclusion has been reached that the proposed merger is in the best interests of the Corporation and its stockholders;

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors deems it advisable and in the best interest of the Corporation and its stockholders and hereby approves the merger of EWC GP Corp. into and with the Corporation with the Corporation as the surviving corporation to be governed by the laws of the State of Delaware all in accordance with and substantially upon the terms, provisions and conditions to be set forth in the merger agreement referred to below.

RESOLVED FURTHER, that the Corporation as the sole stockholder of EWC GP Corp. approves the proposed merger.

RESOLVED FURTHER, that the Designated Officers are hereby authorized and directed, in the name and an behalf of the Corporation to execute and deliver an agreement and plan of merger in such form and with such terms, provisions and conditions as such officers may in their sole and absolute discretion approve (the “Merger Agreement”), such approval to be conclusively evidenced by the execution and delivery of the Merger Agreement and a consent of sole stockholder evidencing the Corporation’s consent to the proposed merger.

RESOLVED FURTHER, that the Designated Officers are hereby further authorized and directed in the name and on behalf of the Corporation do perform or cause to be done and performed all such acts as such officers shall be deemed necessary, advisable or appropriate in order to perform and comply with all covenants and agreements of the Corporation contained in the Merger Agreement and to meet and satisfy all conditions contained therein and to carry out and consummate the merger of EWC GP Corp. into and with the Corporation.

Relating to Further Authorization

RESOLVED, that each of the Designated Officers is hereby severally authorized and directed to take or cause to be taken all such further action and to sign, execute, acknowledge, certify, deliver, accept, record and file all such further instruments, in the name and on behalf of the Corporation, as in his judgment shall be necessary, desirable or advisable in order to carry out the intent, and to accomplish the purposes, of the foregoing resolutions.

RESOLVED FURTHER, that all actions heretofore taken by the Designated Officers in connection with the foregoing matters are approved, ratified and confirmed in all respects.

Relating to Ratification of Prior Acts

RESOLVED FURTHER, that any and all actions the proper officers may have taken on behalf of the Corporation prior to the adoption of these resolutions are hereby approved, ratified and confirmed.

Exhibit 10.11

ENCORE WIRE CORPORATION

FORM OF

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”) is effective as of , 20 , by and between Encore Wire Corporation, a Delaware corporation (the “Company”), and the indemnitee listed on the signature page hereto (“Indemnitee”).

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company and its related entities;

WHEREAS, in order to induce Indemnitee to continue to provide services to the Company, the Company wishes to provide for the indemnification of, and the advancement of expenses to, Indemnitee to the maximum extent permitted by law;

WHEREAS, the Company and Indemnitee recognize the difficulty in obtaining liability insurance for the Company’s directors and officers, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance;

WHEREAS, the Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting directors and officers to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited;

WHEREAS, the Company’s Bylaws expressly provide that the indemnification provisions set forth therein are not exclusive, and contemplate that contracts may be entered into between the Company and its directors or officers with respect to indemnification;

WHEREAS, the Company and Indemnitee desire to continue to have in place the additional protection provided by an indemnification agreement and to provide indemnification and advancement of expenses to the Indemnitee to the maximum extent permitted by Delaware law;

NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:

1. Certain Definitions .

(a) “Change in Control” shall mean, and shall be deemed to have occurred if, on or after the date of this Agreement, (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company acting in such capacity or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act),

directly or indirectly, of securities of the Company representing at least 50% of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 50% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of related transactions) all or substantially all of the Company’s assets; or (v) there occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement.

(b) “Claim” shall mean any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether instituted by or in the right of the Company or by any other party, or any hearing, inquiry or investigation that Indemnitee in good faith believes might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, investigative or other.

(c) References to the “Company” shall include, in addition to Encore Wire Corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which Encore Wire Corporation (or any of its wholly owned subsidiaries) is a party which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees, agents or fiduciaries, so that if Indemnitee is or was a director, officer, employee, agent or fiduciary of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

(d) “Covered Event” shall mean any event or occurrence related to the fact that Indemnitee is or was a director or officer of the Company, or any subsidiary of the Company, or is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action or inaction on the part of Indemnitee while serving in such capacity.

(e) “Expenses” shall mean any and all expenses (including attorneys’ fees) and all other costs, expenses and obligations actually incurred by Indemnitee in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, to be a witness in or to participate in, any Claim.

(f) “Independent Counsel” shall mean a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements), or (ii) any other party to any Claim giving rise to indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(g) References to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants or its beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

(h) “Reviewing Party” shall mean the (i) member or members of the Company’s Board of Directors who is not a party to the particular Claim, issue or matter for which Indemnitee is seeking indemnification, or (ii) Independent Legal Counsel.

(i) “Voting Securities” shall mean any securities of the Company that vote generally in the election of directors.

2. Indemnification .

(a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) a Covered Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable but in any event no later than thirty days after written demand is presented to the Company, against any and all Expenses, liabilities, losses, judgments, fines, excise taxes, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, liabilities, losses, judgments, fines, excise taxes, penalties or amounts paid in settlement) of such Claim. The Company shall advance any and all Expenses actually incurred by Indemnitee (an “Expense Advance”), and such advancement shall be made within ten (10) days after the

receipt by the Company of a statement or statements (together with copies of summary invoices or other evidence that Indemnitee actually incurred such Expenses) from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of a Claim. Expense Advances shall be made without regard to the ability of Indemnitee to repay such amounts. Any such Expense Advances shall be made on an unsecured basis and be interest-free.

(b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party ultimately determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees and undertakes to reimburse the Company within 30 days after the Company makes written demand for payment) for all such amounts theretofore paid by giving Indemnitee written demand for repayment within 10 days after such determination is made; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has not been a Change in Control, the Reviewing Party shall be members of the Company’s Board of Directors who are not a party to the particular Claim, issue or matter for which Indemnitee is seeking indemnification, and if there has been such a Change in Control or if no such disinterested directors are available, the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of Texas or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. In the event that the Indemnitee does not commence such litigation following a determination by the Reviewing Party, such determination by the Reviewing Party shall be conclusive and binding on the Company and Indemnitee.

(c) The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or Claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written

consent. Neither the Company nor Indemnitee will unreasonably withhold their consent to any proposed settlement.

3. Change in Control . The Company agrees that if there is a Change in Control of the Company, then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company charter or by-law provision now or hereafter in effect relating to Claims for Covered Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees and expenses of the Independent Legal Counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

4. Indemnification for Additional Expenses . The Company shall, to the maximum extent permitted by law, indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten business days of such request) advance such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or Expense Advances under this Agreement or any other agreement or Company charter or by-law provision now or hereafter in effect relating to Claims for Covered Events, or (ii) recovering under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be.

5. Additional Indemnification Rights; Nonexclusivity .

(a) The Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company’s Certificate of Incorporation, the Company’s Bylaws or by statute. In the event of any change after the date of this Agreement in any applicable law, statute or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

(b) The indemnification and the payment of Expense Advances provided by this Agreement shall be in addition to any rights to which Indemnitee may be entitled under the Company’s Certificate of Incorporation, its Bylaws, any other agreement, any vote of stockholders or disinterested directors, the DGCL, or otherwise. The indemnification and

the payment of Expense Advances provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though subsequent thereto Indemnitee may have ceased to serve in such capacity.

6. No Duplication of Payments . The Company shall not be liable under this Agreement to make any payment in connection with any Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, provision of the Company’s Certificate of Incorporation, Bylaws or otherwise) of the amounts otherwise payable hereunder.

7. Partial Indemnification . If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses incurred in connection with any Claim, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled.

8. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall constitute an original.

9. Binding Effect; Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), spouses, heirs and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect, and whether by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

10. Notice . All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given if (i) delivered by hand and signed for by the party addressed, on the date of such delivery, (ii) mailed by domestic certified or registered mail with postage prepaid, on the third business day after the date postmarked, (iii) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have been directed or (iv) sent by facsimile transmission, with receipt confirmed. Addresses for notice to either party are as shown on the signature page of this Agreement, or as subsequently modified by written notice.

11. Severability . The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including without limitation each portion of this Agreement containing any provision held to be invalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be

construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

12. Choice of Law . This Agreement, and all rights, remedies, liabilities, powers and duties of the parties to this Agreement, shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws.

13. Consent to Jurisdiction . Except as provided in Section 2(b), the Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be commenced, prosecuted and continued only in the Court of Chancery of the State of Delaware in and for New Castle County, which shall be the exclusive and only proper forum for adjudicating such a claim.

14. Subrogation . In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

15. Amendment and Termination . No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is in writing signed by both the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver.

16. Integration and Entire Agreement . This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto.

17. No Construction as Employment Agreement . Nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retained in the employ of the Company or any of its subsidiaries or affiliated entities.

18. Duration of Agreement . This Agreement shall continue until and terminate upon the later of: (a) 10 years after the date that Indemnitee shall have ceased to serve as a director of the Company; (b) one year after the final termination of all pending Claims in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder; or (c) one year after the expiration of all statutes of limitation applicable to possible Claims.

19. INDEMNIFICATION FOR NEGLIGENCE . INDEMNITEE SHALL BE INDEMNIFIED AND EXPENSES SHALL BE ADVANCED WHETHER OR NOT THE CLAIMS OR COVERED ACTS ARE IN ANY WAY OR TO THE EXTENT RELATED TO OR ARISING FROM OR CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENCT ACT OR OMISSION OF ANY KIND BY INDEMNITEE TO THE

EXTENT THAT INDEMNIFICATION AND EXPENSE ADVANCE IS ALLOWED PURSUANT TO THE TERMS OF THIS AGREEMENT.

20. Internal Revenue Code Section 409A Compliance . This Agreement is not intended to provide for a deferral of compensation for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance thereunder because it is intended to be an indemnification plan or agreement as described in Treasury Regulation Section 1.409A-1(b)(10). In the event that an indemnification payment provided for in this Agreement does not meet the exception for indemnification plans or agreements described in Treasury Regulation Section 1.409A-1(b)(10), then notwithstanding any provision of this Agreement to the contrary, payment of such an indemnification payment will be made on or before the last day of the calendar year following the calendar year in which the expense related to the payment is incurred.

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[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement effective as of the date first above written.


COMPANY: ENCORE WIRE CORPORATION
By:
	Name:
	Title:

Address:		Encore Wire Corporation 1329 Millwood Drive McKinney, Texas 75069 Facsimile:


INDEMNITEE:

(Signature)


(Print Name)


Address:

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Daniel L. Jones, certify that:

	1.		I have reviewed this quarterly report on Form 10-Q of Encore Wire Corporation;

	2.		Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

	3.		Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

	4.		The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.		designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

	b.		designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.		evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

	a.		all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.		any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2009



	/s/ DANIEL L. JONES
	Daniel L. Jones
	President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Frank J. Bilban, certify that:

	1.		I have reviewed this quarterly report on Form 10-Q of Encore Wire Corporation;

	2.		Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

	3.		Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

	4.		The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.		designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

	b.		designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.		evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

	a.		all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.		any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2009



	/s/ FRANK J. BILBAN
	Frank J. Bilban
	Vice President — Finance, Chief Financial Officer, Treasurer and Secretary

Exhibit 32.1

CERTIFICATION FURNISHED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of Encore Wire Corporation (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel L. Jones, President and Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

	1.		The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

	2.		The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 8, 2009



	/s/ DANIEL L. JONES
	Daniel L. Jones
	President and Chief Executive Officer

Exhibit 32.2

CERTIFICATION FURNISHED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of Encore Wire Corporation (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Frank J. Bilban, Vice-President—Finance, Chief Financial Officer, Treasurer and Secretary of the Company, certify pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

	1.		The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

	2.		The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 8, 2009



	/s/ FRANK J. BILBAN
	Frank J. Bilban
	Vice President — Finance, Chief Financial Officer, Treasurer and Secretary

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